1 unchanged sentence
Index to Financial Statements
−Removed: Reports of Independent Registered Public Accounting Firm (PCAOB ID 34 )
Report of Independent Registered Public Accounting Firm (PCAOB ID 34 )
16 unchanged sentences
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and the Board of Directors of AG Mortgage Investment Trust, Inc.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of AG Mortgage Investment Trust, Inc.
−Removed: and its subsidiaries (the "Company") as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows, for the year ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2025 , expressed an unqualified opinion on the Company's internal control over financial reporting.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's financial statements based on our audits.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
+Added: To the stockholders and the Board of Directors of TPG Mortgage Investment Trust, Inc.
+Added: Opinions on the Financial Statements and Internal Control over Financial Reporting
+Added: We have audited the accompanying consolidated balance sheets of TPG Mortgage Investment Trust, Inc.
+Added: and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").
+Added: We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
+Added: Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: Basis for Opinions
+Added: The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.
+Added: Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.
+Added: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
+Added: Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audits provide a reasonable basis for our opinion.
+Added: Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
+Added: Our audits also included performing such other procedures as we considered necessary in the circumstances.
+Added: We believe that our audits provide a reasonable basis for our opinions.
+Added: Definition and Limitations of Internal Control over Financial Reporting
+Added: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
+Added: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
−Removed: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.
+Added: The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
4 unchanged sentences
Management determined the fair value of these financial instruments by applying the discounted cash flow methodology and using significant unobservable inputs.
−Removed: Determining an estimate of fair value for each of these financial instruments required management to use significant judgment in selecting the appropriate inputs and assumptions to use, particularly market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, loan-to-value ratios, and recovery rates.
−Removed: Given the significant judgments made by management to estimate the fair value of the Company's securitized residential mortgage loans, residential mortgage loans, real estate securities, commercial loans, and securitized debt, performing audit procedures to evaluate the reasonableness of management’s selected inputs and assumptions, particularly market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, loan-to-value ratios, and recovery rates, required a high degree of auditor judgement and an increased extent of effort, including the need to involve our fair value specialists.
+Added: Determining an estimate of fair value for each of these financial instruments required management to use significant judgment in selecting the appropriate inputs and assumptions to use, particularly market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, and recovery rates.
+Added: Given the significant judgments made by management to estimate the fair value of the Company's securitized residential mortgage loans, residential mortgage loans, real estate securities, commercial loans, and securitized debt, performing audit procedures to evaluate the reasonableness of management’s selected inputs and assumptions, particularly market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, and recovery rates, required a high degree of auditor judgement and an increased extent of effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the Company's fair value measurements using significant unobservable inputs included the following, among others:
−Removed: • We tested the effectiveness of internal controls over the Company’s fair value measurements, including controls over management's review of the appropriateness of selected inputs and assumptions, including market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, loan-to-value ratios, and recovery rates.
+Added: • We tested the effectiveness of internal controls over the Company’s fair value measurements, including controls over management's review of the appropriateness of selected inputs and assumptions, including market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, and recovery rates.
• We tested the Company's fair value measurements by performing the following:
5 unchanged sentences
New York, New York
−Removed: March 4, 2025
−Removed: We have served as the Company's auditor since 2024.
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and the Board of Directors of AG Mortgage Investment Trust, Inc.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the internal control over financial reporting of AG Mortgage Investment Trust, Inc.
−Removed: and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated March 4, 2025 , expressed an unqualified opinion on those financial statements.
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ DELOITTE & TOUCHE LLP
−Removed: New York, New York
−Removed: March 4, 2025
+Added: February 25, 2026
We have served as the Company's auditor since 2024.
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Board of Directors and Stockholders of AG Mortgage Investment Trust, Inc.
−Removed: Opinion on the Financial Statements
−Removed: We have audited the consolidated balance sheet of AG Mortgage Investment Trust, Inc.
−Removed: and its subsidiaries (the “Company”) as of December 31, 2023, and the related consolidated statements of operations, of stockholders’ equity and of cash flows for the year then ended, including the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ PricewaterhouseCoopers LLP
−Removed: New York, New York
−Removed: March 11, 2024
−Removed: We served as the Company's auditor from 2011 to 2023.
−Removed: AG Mortgage Investment Trust, Inc.
+Added: TPG Mortgage Investment Trust, Inc.
and Subsidiaries
13 unchanged sentences
Restricted cash 18,489 19,906
−Removed: Other assets 41,940 40,716
+Added: Other assets - $ 319 and $ 0 pledged as collateral, respectively
+Added: 58,900 41,940
Total Assets $ 8,711,530 $ 6,913,609
1 unchanged sentence
Financing arrangements 826,394 742,108
−Removed: Convertible senior unsecured notes — 85,266
Senior unsecured notes 96,458 95,721
13 unchanged sentences
(1) These balances relate to certain residential mortgage loans which were securitized resulting in the Company consolidating the variable interest entities that were created to facilitate these securitizations as the Company was determined to be the primary beneficiary.
−Removed: See Note 3 for additional details.
+Added: The "Securitized debt, at fair value" is collateralized by the "Securitized residential mortgage loans, at fair value" held within the securitization trusts.
+Added: See Note 3 and Note 6 for additional details.
(2) Refer to Note 7 and Note 10 for additional details on amounts payable to affiliates.
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: AG Mortgage Investment Trust, Inc.
+Added: TPG Mortgage Investment Trust, Inc.
and Subsidiaries
10 unchanged sentences
Net unrealized gain/(loss) 20,853 16,956
−Removed: Bargain purchase gain — 30,190
Total Other Income/(Loss) 13,217 21,655
6 unchanged sentences
Equity in earnings/(loss) from affiliates 2,821 3,141
+Added: Net Income/(Loss) before Income Taxes 49,556 55,849
+Added: Income tax expense 888 112
Net Income/(Loss) 48,668 55,737
9 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: AG Mortgage Investment Trust, Inc.
+Added: TPG Mortgage Investment Trust, Inc.
and Subsidiaries
6 unchanged sentences
Balance at January 1, 2024 29,437 $ 294 $ 220,472 $ 823,715 $ ( 516,113 ) $ 528,368
−Removed: Common stock issued pursuant to WMC Merger 9,202 92 — 51,071 — 51,163
−Removed: Repurchase of common stock ( 1,110 ) ( 11 ) — ( 6,341 ) — ( 6,352 )
Grant of restricted stock and amortization of equity based compensation 203 2 — 665 — 667
4 unchanged sentences
Balance at January 1, 2025 29,640 $ 296 $ 220,472 $ 824,380 $ ( 501,725 ) $ 543,423
+Added: Issuance of common stock 2,028 20 — 15,310 — 15,330
Grant of restricted stock and amortization of equity based compensation 76 1 — 711 — 712
3 unchanged sentences
Balance at December 31, 2025 31,744 $ 317 $ 220,472 $ 840,401 $ ( 500,456 ) $ 560,734
−Removed: (1) For the year ended December 31, 2024, dividends totaling $ 0.75 per share of common stock outstanding were declared.
−Removed: (2) For the year ended December 31, 2024, dividends totaling $ 2.06252 , $ 2.00 , and $ 2.233117 per share of Series A, Series B, and Series C outstanding were declared, respectively.
+Added: (1) For the years ended December 31, 2025 and 2024, dividends totaling $ 0.85 and $ 0.75 per share of common stock outstanding were declared, respectively.
+Added: (2) For the years ended December 31, 2025 and 2024, dividends totaling $ 2.06252 and $ 2.06252 per share of Series A Preferred Stock, $ 2.00 and $ 2.00 per share of Series B Preferred Stock, and $ 2.784149 and $ 2.233117 per share of Series C Preferred Stock outstanding were declared, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: AG Mortgage Investment Trust, Inc.
+Added: TPG Mortgage Investment Trust, Inc.
and Subsidiaries
11 unchanged sentences
Distributions of income from investments in debt and equity of affiliates
−Removed: Bargain purchase gain — ( 30,190 )
Change in operating assets/liabilities:
10 unchanged sentences
Principal repayments on real estate securities 31,004 22,056
−Removed: Principal repayments on commercial loans — 12,250
Principal funding on residential mortgage loans ( 17,691 ) ( 2,070 )
2 unchanged sentences
Net settlement of TBAs ( 2,720 ) 24
−Removed: Cash and restricted cash provided by WMC Merger — 6,189
Cash flows provided by other investing activities 6,006 4,195
1 unchanged sentence
Cash Flows from Financing Activities
−Removed: Repurchase of common stock — ( 6,352 )
Net borrowings under (repayments of) financing arrangements 134,408 ( 12,634 )
2 unchanged sentences
Repurchases of convertible senior unsecured notes — ( 7,059 )
−Removed: December 31, 2024 December 31, 2023
Principal repayments of convertible senior unsecured notes — ( 79,120 )
2 unchanged sentences
Principal repayments on securitized debt ( 1,242,391 ) ( 657,751 )
−Removed: Net collateral received from (paid to) derivative counterparty — ( 9,026 )
Dividends paid on common stock ( 24,463 ) ( 17,977 )
1 unchanged sentence
Net cash provided by (used in) financing activities 1,545,438 670,287
+Added: December 31, 2025 December 31, 2024
Net change in cash and cash equivalents and restricted cash ( 62,247 ) 12,995
5 unchanged sentences
Supplemental disclosure of non-cash financing and investing activities:
+Added: Transfer from residential mortgage loans to securitized residential mortgage loans $ 2,948,893 $ 1,472,616
+Added: Transfer from securitized residential mortgage loans to residential mortgage loans $ 313,920 $ —
Common stock dividends declared but not paid $ 7,301 $ 5,632
Transfer from residential mortgage loans to other assets $ — $ 4,889
−Removed: Common stock issued pursuant to WMC Merger $ — $ 51,163
−Removed: Transfer of Non-Agency RMBS from Investments in debt and equity of affiliates to real estate securities $ — $ 16,408
+Added: Issuance of common stock (Note 10) $ 15,330 $ —
+Added: Investment in debt and equity of affiliates (Note 10) $ 15,330 $ —
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
4 unchanged sentences
The accompanying notes are an integral part of these consolidated financial statements.
−Removed: AG Mortgage Investment Trust Inc.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
−Removed: AG Mortgage Investment Trust, Inc.
+Added: TPG Mortgage Investment Trust, Inc.
(the "Company" or "MITT") is a residential mortgage REIT with a focus on investing in a diversified risk-adjusted portfolio of residential mortgage-related assets in the U.S.
1 unchanged sentence
The Company’s investment activities primarily include acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market.
−Removed: The Company obtains its residential mortgage loans through Arc Home, LLC ("Arc Home"), a residential mortgage loan originator in which the Company owns an approximate 44.6 % interest, and through other third-party origination partners.
−Removed: On December 6, 2023, the Company acquired Western Asset Mortgage Capital Corporation ("WMC"), an externally managed mortgage REIT that focused on investing in, financing and managing a portfolio of residential mortgage loans, real estate related securities, and commercial real estate loans.
−Removed: For more information, refer to the "WMC Acquisition" section below.
+Added: The Company obtains its residential mortgage loans through Arc Home, LLC ("Arc Home"), a residential mortgage loan originator in which the Company owned an approximate 66.0 % interest as of December 31, 2025, and through other third-party origination partners.
The Company’s assets, excluding its ownership in Arc Home, include Residential Investments, Agency RMBS and Legacy WMC Commercial Investments.
−Removed: Currently, its Residential Investments primarily consist of newly originated Non-Agency Loans, Agency-Eligible Loans, and Home Equity Loans.
+Added: Currently, its Residential Investments primarily consist of Non-Agency Loans, Agency-Eligible Loans, Home Equity Loans, and Non-Agency RMBS collateralized by these loan types.
The Company may invest in other types of residential mortgage loans and other mortgage related assets.
−Removed: The Company also invests in Residential Investments through its unconsolidated ownership interests in affiliates which are included in the "Investments in debt and equity of affiliates" line item on its consolidated balance sheets.
The Company's asset classes are primarily comprised of the following:
3 unchanged sentences
• Non-Agency Loans are loans that do not conform to the underwriting guidelines of a government-sponsored enterprise ("GSE").
−Removed: Non-Agency Loans consist of Qualified mortgage loans ("QM Loans") and Non-Qualified mortgage loans ("Non-QM Loans").
+Added: Non-Agency Loans consist of Qualified mortgage loans ("QM Loans") and Non-Qualified mortgage loans ("Non-QM Loans") which are collateralized by a first lien mortgaged property.
QM Loans are residential mortgage loans that comply with the Ability-To-Repay rules and related guidelines of the Consumer Financial Protection Bureau.
Agency-Eligible Loans (1)
−Removed: • Agency-Eligible Loans are loans that are underwritten in accordance with GSE guidelines and are primarily secured by investment properties, but are not guaranteed by a GSE.
+Added: • Agency-Eligible Loans are loans that are collateralized by a first lien mortgaged property and are primarily secured by investment properties.
+Added: These loans are underwritten in accordance with GSE guidelines, but are not guaranteed by a GSE.
Although these loans are underwritten in accordance with GSE guidelines and can be delivered to Fannie Mae and Freddie Mac, the Company includes these loans within its Non-Agency securitizations.
Home Equity Loans (1)
−Removed: • Home Equity Loans are revolving lines of credit or closed-end loans secured primarily by a second lien on a residential mortgaged property which provide borrowers access to the equity in their home without the need to pay off their existing mortgage.
−Removed: Home Equity Loans that are structured as revolving lines of credit generally have an initial draw period of 3 to 5 years, and after the initial draw period ends, the loans generally convert to 15- or 25-year amortizing loans.
+Added: • Home Equity Loans consist of revolving lines of credit and closed-end loans secured primarily by second liens on residential mortgaged properties.
+Added: These products provide borrowers with access to home equity without requiring the payoff of an existing mortgage.
+Added: Revolving lines of credit generally feature an initial draw period of 3 to 5 years, after which the balances convert to 15- or 25-year amortizing loans.
+Added: Closed-end home equity loans are primarily fixed-rate obligations where the full principal amount is funded at origination and repaid through a fully amortizing schedule with original terms to maturity ranging from 10 to 30 years.
Re- and Non-Performing Loans (1)
3 unchanged sentences
GSEs or agencies of the U.S.
+Added: Non-Agency RMBS are primarily secured by Non-QM, Agency-Eligible, Home Equity, and Prime Jumbo Loans.
Agency RMBS (2)
3 unchanged sentences
Commercial Loans • Commercial loans represent first lien commercial mortgage loan participations.
−Removed: • Commercial Mortgage-Backed Securities ("CMBS") represent investments of fixed-rate and floating-rate CMBS, secured by, or evidencing an ownership interest in, a single commercial mortgage loan or a pool of commercial mortgage loans.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
+Added: • Commercial Mortgage-Backed Securities ("CMBS") represent fixed-rate and floating-rate CMBS, secured by, or evidencing an ownership interest in, a single commercial mortgage loan or a pool of commercial mortgage loans.
(1) These investments are included in the "Securitized residential mortgage loans, at fair value" or "Residential mortgage loans, at fair value" line items on the consolidated balance sheets.
(2) These investments are included in the "Real estate securities, at fair value" line item on the consolidated balance sheets.
−Removed: (3) The Company's investments include commercial loans and CMBS (collectively, the "Legacy WMC Commercial Investments") that were acquired in the WMC acquisition.
+Added: (3) These investments include commercial loans and CMBS (collectively, the "Legacy WMC Commercial Investments") that were acquired in connection with the acquisition of Western Asset Mortgage Capital Corporation ("WMC") on
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: December 6, 2023.
The Company expects to either hold the Legacy WMC Commercial Investments until maturity or opportunistically exit these investments.
−Removed: The Company conducts its business through one reportable segment, Loans and Securities, which reflects how the Company manages its business and analyzes and reports its results of operations.
+Added: The Company conducts its business through two reportable segments:
+Added: (i) Loans and Securities and (ii) Arc Home.
+Added: This reflects how the Company manages its business and analyzes and reports its results of operations.
Refer to Note 13 for additional details on segment reporting.
1 unchanged sentence
The Company conducts its operations to qualify and be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").
−Removed: The Company is externally managed by AG REIT Management, LLC, a Delaware limited liability company (the "Manager"), a wholly-owned subsidiary of Angelo, Gordon & Co., L.P.
−Removed: ("TPG Angelo Gordon"), a diversified credit and real estate investing platform within TPG Inc.
−Removed: The Manager has delegated to TPG Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under the management agreement.
+Added: The Company is externally managed by AG REIT Management, LLC, a Delaware limited liability company (the "Manager"), a wholly-owned subsidiary of TPG Inc.
+Added: The Manager has delegated to Angelo, Gordon & Co., L.P.
+Added: ("TPG Angelo Gordon"), an affiliate of TPG, the overall responsibility of its day-to-day duties and obligations arising under the management agreement.
The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and certain variable interest entities.
All intercompany balances and transactions have been eliminated in consolidation.
−Removed: WMC Acquisition
−Removed: On December 6, 2023 (the "Closing Date"), the Company completed its acquisition of WMC, a Delaware corporation.
−Removed: WMC was an externally managed mortgage REIT that focused on investing in, financing and managing a portfolio of residential mortgage loans, real estate related securities, and commercial real estate loans.
−Removed: On the Closing Date, WMC merged with and into AGMIT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company ("Merger Sub"), with Merger Sub continuing as the surviving company (the "Merger").
−Removed: As contemplated by the Agreement and Plan of Merger, dated as of August 8, 2023 (the "Merger Agreement"), the certificate of merger was filed with the Secretary of State of the State of Delaware, and the Merger was effective at 8:15 a.m., Eastern Time, on the Closing Date (the "Effective Time").
−Removed: Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each outstanding share of WMC common stock, par value $ 0.01 per share ("WMC Common Stock"), was converted into the right to receive the following (the "Per Share Merger Consideration"):
−Removed: (i) from MITT, 1.498 shares of MITT common stock;
−Removed: and (ii) from the Manager, a cash amount equal to $ 0.92 (the "Per Share Additional Manager Consideration").
−Removed: No fractional shares of MITT common stock were issued in the Merger, and the value of any fractional interests to which a former holder of WMC Common Stock was otherwise entitled was paid in cash.
−Removed: Pursuant to the Merger Agreement, the amount of the Per Share Additional Manager Consideration was reduced by the smallest amount (rounded to the nearest cent) necessary to cause the Per Share Additional Manager Consideration to be less than 10 % of the total value of the Per Share Merger Consideration received by a holder of WMC Common Stock under the Merger Agreement.
−Removed: Pursuant to the previously disclosed amendment to the Company's management agreement, dated as of August 8, 2023, by and between MITT and the Manager (the "MITT Management Agreement Amendment"), which became effective on the Closing Date and amends the existing management agreement, dated as of June 29, 2011 (as amended, the "Existing MITT Management Agreement"), (i) the Manager will waive its right to seek reimbursement from MITT for any expenses otherwise reimbursable by MITT under the Existing MITT Management Agreement in an amount equal to approximately $ 1.3 million, which is the excess of $ 7.0 million over the aggregate Per Share Additional Manager Consideration paid by the Manager to the holders of WMC Common Stock under the Merger Agreement, and (ii) the Manager’s base management fee will be reduced by $ 0.6 million for the first four quarters following the Effective Time, beginning with the fiscal quarter in which the Effective Time occurred (i.e., resulting in an aggregate $ 2.4 million waiver of base management fees).
−Removed: Additionally, each outstanding share of WMC’s restricted common stock and each WMC restricted stock unit (each, a "WMC Equity Award") vested in full immediately prior to the Effective Time and, as of the Effective Time, was considered outstanding for all purposes of the Merger Agreement, including the right to receive the Per Share Merger Consideration, except that WMC Equity Awards granted to certain members of the WMC board of directors at WMC’s 2023 annual stockholders’ meeting (collectively, the "2023 WMC Director Awards") were treated as follows:
−Removed: Christian Mitchell and Lisa G.
−Removed: Quateman, who were appointed to the MITT board of directors as of the Effective Time, the 2023 WMC Director
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: Awards were equitably adjusted effective as of the Effective Time into awards relating to shares of MITT common stock that have the same value, vesting terms and other terms and conditions as applied to the corresponding WMC restricted stock units immediately prior to the Effective Time and (ii) for the other members of the WMC board of directors, the 2023 WMC Director Awards accelerated and vested pro-rata effective as of immediately prior to the Effective Time based on a fraction, the numerator of which was 166 (the number of days between the grant date and the Closing Date) and the denominator of which was 365, and the remaining unvested portion of such 2023 WMC Director Awards was cancelled without any consideration.
−Removed: Pursuant to the Merger Agreement, approximately 9.2 million shares of MITT common stock were issued to former WMC common stockholders and, following the consummation of the Merger, former WMC common stockholders owned approximately 31 % of the common equity of MITT.
−Removed: Purchase Price Allocation
−Removed: The Company completed the WMC acquisition on December 6, 2023 to support continued growth of the Company and to create efficiency and scale for stockholders.
−Removed: The Company accounted for this transaction in accordance with Accounting Standards Codification ("ASC") 805, "Business Combinations" using the acquisition method of accounting , which requires, among other things, that the assets acquired and liabilities assumed be recognized at fair value as of the acquisition date.
−Removed: The following table summarizes the allocation of the total consideration paid to acquire the assets and assume the liabilities of WMC (in thousands, except exchange ratio and per share amounts).
−Removed: Consideration
−Removed: WMC shares outstanding at December 5, 2023 (1) 6,143
−Removed: Exchange Ratio 1.498
−Removed: Shares of MITT Common Stock Issued 9,202
−Removed: MITT Common Stock Price as of December 5, 2023 $ 5.56
−Removed: MITT Total Consideration (2) $ 51,163
−Removed: Securitized residential mortgage loans (3) $ 971,781
−Removed: Residential mortgage loans (3) 6,046
−Removed: Commercial loans 78,459
−Removed: Non-Agency RMBS 48,200
−Removed: Other securities 1,159
−Removed: Agency RMBS 745
−Removed: Cash and cash equivalents 5,316
−Removed: Restricted cash 873
−Removed: Other assets 24,654
−Removed: Total Assets $ 1,193,534
−Removed: Securitized debt $ 837,317
−Removed: Financing arrangements 171,170
−Removed: Convertible senior unsecured notes 85,172
−Removed: Other liabilities 18,522
−Removed: Total Liabilities $ 1,112,181
−Removed: Net Assets Acquired $ 81,353
−Removed: Bargain purchase gain $ 30,190
−Removed: (1) For time-based restricted stock units granted by WMC that fully vested as of the Closing Date, the fair value of the Company’s common stock issued in the satisfaction of these units was included in equity consideration transferred as no post acquisition service was required.
−Removed: (2) MITT Total Consideration does not include the Per Share Additional Manager Consideration paid by the Manager to former holders of WMC Common Stock.
−Removed: (3) The unpaid principal balance of residential mortgage loans acquired in connection with the Merger was $ 1.1 billion.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: The fair value of the assets acquired and liabilities assumed required the use of significant assumptions and estimates.
−Removed: Critical estimates included, but were not limited to, future expected cash flows related to these assets and liabilities and the applicable discount rates.
−Removed: These estimates were based on assumptions that management believes to be reasonable;
−Removed: however, actual results may differ from these estimates.
−Removed: The assessment of fair value was based on information that was available to management at the time the consolidated financial statements were prepared.
−Removed: The final determination must occur within one year of the acquisition date and no measurement period adjustments were made during the year ended December 31, 2024.
−Removed: Under the acquisition method of accounting, merger-related transaction costs (such as advisory, legal, valuation, and other professional fees) are not included as components of consideration transferred but are expensed in the periods in which the costs are incurred.
−Removed: The Company incurred transaction costs of $ 6.0 million during the year ended December 31, 2023 which were included in the "Transaction related expenses" line item in the consolidated statements of operations.
−Removed: At acquisition, the Company recognized a bargain purchase gain of $ 30.2 million which is separately recorded in the consolidated statements of operations.
−Removed: The bargain purchase gain represents the amount by which the fair value of the net assets acquired in the acquisition exceeded the fair value of the shares of MITT common stock issued as consideration at the Effective Time.
−Removed: As a result of macroeconomic factors and interest rate volatility, the prices per share of common stock of certain companies within the mortgage REIT industry have traded at discounts to book values per share in recent periods, which contributed to the bargain purchase gain recorded on the WMC acquisition.
−Removed: The results of WMC's operations have been included in the Company's consolidated statements of operations for the year ended December 31, 2023 from the Closing Date and represent $ 6.5 million of interest income and $ 49 thousand of net income/(loss) available to common stockholders.
−Removed: The results of WMC's operations exclude the bargain purchase gain and the Company's $ 6.0 million of transaction related expenses recognized in connection with the acquisition, however include the management fee and expense reimbursement waivers provided by the Manager pursuant to the MITT Management Agreement Amendment of $ 0.6 million and $ 0.3 million, respectively.
−Removed: Unaudited Supplemental Pro Forma Financial Information
−Removed: The following table presents unaudited pro forma combined interest income and net income/(loss) available to common stockholders for the year ended December 31, 2023 prepared as if the Merger had been consummated on January 1, 2022 ($ in thousands).
−Removed: Year Ended December 31, 2023
−Removed: Interest income $ 330,267
−Removed: Net Income/(Loss) Available to Common Stockholders 4,914
−Removed: The unaudited supplemental pro forma financial information for the year ended December 31, 2023 includes adjustments to reflect the deconsolidation of certain variable interest entities ("VIE") held by WMC, as well as adjustments to management fees and certain other expenses.
−Removed: In addition, for the year ended December 31, 2022, the pro-forma financial information includes adjustments related to any bargain purchase gain and transaction related expenses.
−Removed: The unaudited supplemental pro forma financial information does not include any anticipated expense synergies or other anticipated benefits of the Merger and, accordingly, the unaudited supplemental pro forma financial information is not necessarily indicative of either future results of operations or results that might have been achieved had the Merger occurred on January 1, 2022.
Summary of significant accounting policies
4 unchanged sentences
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
−Removed: Actual results
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: may differ from those estimates.
+Added: Actual results may differ from those estimates.
Valuation of financial instruments
10 unchanged sentences
Accounting for loans
−Removed: Investments in loans are recorded in accordance with ASC 310-10, "Receivables" and are classified as held-for-investment when the Company has the intent and ability to hold such loans for the foreseeable future or to maturity/payoff.
−Removed: Loans are classified as held for sale upon the Company determining that it intends to sell or liquidate the loan in the short-term and certain criteria have been met.
−Removed: Loans held-for-sale are accounted for under ASC 948-310, "Financial services—mortgage banking." Loans meeting all criteria for reclassification are presented separately on the consolidated balance sheets in the "Residential mortgage loans held for sale" line item.
−Removed: Estimated costs incurred to sell the loans are included within the fair value of the loans held for sale.
−Removed: Transfers between held-for-investment and held-for-sale occur once the Company's intent to sell the loans changes.
−Removed: The Company has chosen to make a fair value election pursuant to ASC 825 for its loan portfolio.
−Removed: Electing the fair value option allows the Company to record changes in fair value in the consolidated statement of operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all loan activities will be recorded in a similar manner.
+Added: Investments in loans are recorded in accordance with ASC 310-10, "Receivables." The Company has chosen to make a fair value election pursuant to ASC 825 for its loan portfolio.
+Added: Electing the fair value option allows the Company to record changes
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: in fair value in the consolidated statement of operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all loan activities will be recorded in a similar manner.
As such, loans are recorded at fair value on the consolidated balance sheets and any periodic change in fair value is recorded in current period earnings on the consolidated statement of operations as a component of "Net unrealized gain/(loss)." The Company recognizes upfront costs and fees relating to loans for which the fair value option has been elected in current period earnings as incurred and does not defer those costs, which is in accordance with ASC 825-10-25.
2 unchanged sentences
Once a pool of loans is assembled, its composition is maintained.
−Removed: The Company accrues interest income on its loan portfolio.
−Removed: Loans are typically moved to non-accrual status and income recognition is suspended if the loan becomes 90 days or more delinquent.
−Removed: A loan is written off when it is no longer realizable and/or legally discharged.
Accounting for real estate securities
1 unchanged sentence
Electing the fair value option allows the Company to record changes in fair value in the consolidated statement of operations, which, in management’s view, more appropriately reflects the results of operations for a particular reporting period as all securities activities will be recorded in a similar manner.
−Removed: Real estate securities are recorded at fair value on the consolidated balance sheets and the periodic change in
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: fair value is recorded in current period earnings on the consolidated statement of operations as a component of "Net unrealized gain/(loss)." Purchases and sales of real estate securities are recorded on the trade date.
−Removed: The Company accrues interest income on its real estate securities using the effective interest method.
−Removed: We cease accruing interest on non-performing real estate securities at the earlier of (i) the security becoming significantly past due or (ii) management concluding that a full recovery of all interest and principal is doubtful.
−Removed: When the assets collateralizing a real estate security are designated as non-performing and placed on cost recovery status, the cost-recovery method is applied to which receipt of principal or coupon interest is recorded as a reduction to the amortized cost until collection of all contractual components are reasonably assured.
+Added: Real estate securities are recorded at fair value on the consolidated balance sheets and the periodic change in fair value is recorded in current period earnings on the consolidated statement of operations as a component of "Net unrealized gain/(loss)." Purchases and sales of real estate securities are recorded on the trade date.
Investments in debt and equity of affiliates
2 unchanged sentences
as such, the Company will treat these financial instruments consistently with this election.
−Removed: Income or losses recognized by the Company from its investments in debt and equity of affiliates are recorded in the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statement of operations net of income taxes.
+Added: Income or losses, net of income taxes, recognized by the Company from its investments in debt and equity of affiliates are recorded in the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statement of operations.
From time to time, the Company acquires newly originated residential mortgage loans from Arc Home.
−Removed: In connection with the sale of loans from Arc Home to the Company, gains or losses recorded by Arc Home are consolidated into AG Arc.
−Removed: In accordance with ASC 323-10, for loans acquired from Arc Home that remain on the Company's consolidated balance sheet at year end, the Company eliminates any profits or losses typically recognized through the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statement of operations and adjusts the cost basis of the underlying loans resulting in unrealized gains or losses.
+Added: In connection with the sale of loans from Arc Home to the Company, gains or losses recorded by Arc Home are consolidated into AG Arc LLC ("AG Arc").
+Added: In accordance with ASC 323-10, for loans acquired from Arc Home that remain on the Company's consolidated balance sheet at year end, the Company eliminates any profits or losses typically recognized through the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statement of operations and adjusts the cost basis of the underlying loans resulting in unrealized gains or losses recorded within the "Net unrealized gain/(loss)" line item on the consolidated statement of operations.
Additionally, the Company enters into forward purchase commitments with Arc Home whereby the Company commits to purchase residential mortgage loans from Arc Home at a particular price on a best-efforts basis.
1 unchanged sentence
Investment consolidation
−Removed: An entity is a variable interest entity ("VIE") if the equity investors (i) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, (ii) are unable to direct the entity’s activities or (iii) are not exposed to the entity’s losses or entitled to its residual returns.
+Added: When the Company has a variable interest in an entity, it is required to determine whether the entity is a variable interest entity ("VIE") or a voting interest entity ("VOE"), the classification of which will determine the consolidation model that the Company is required to follow when determining whether it should consolidate the entity.
+Added: When an entity does not possess the characteristics of a VIE, the Company will determine whether it has a controlling financial interest and meets the criteria for consolidation under the voting interest entity model.
+Added: An entity is a VIE if the equity investors (i) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support, (ii) are unable to direct the entity’s activities or (iii) are not exposed to the entity’s losses or entitled to its residual returns.
VIEs within the scope of Accounting Standards Codification ("ASC") 810-10, "Consolidation" are required to be consolidated by their primary beneficiary.
−Removed: The primary beneficiary of a VIE is determined to be the party that has both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
+Added: The primary beneficiary of a VIE is determined to be the party that has both the power to direct the activities of a VIE that most significantly impact the VIE’s economic
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: performance and the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.
This determination can sometimes involve complex and subjective analyses.
3 unchanged sentences
A Special Purpose Entity ("SPE") is an entity designed to fulfill a specific limited need of the company that organized it.
−Removed: SPEs are often used to facilitate transactions that involve securitizing financial assets or resecuritizing previously securitized financial assets.
+Added: SPEs are often used to facilitate transactions that involve securitizing financial assets.
The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms.
1 unchanged sentence
Investors in an SPE usually have recourse only to the assets in the SPE and depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE, or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: The Company enters into securitization transactions collateralized by its Non-Agency Loans/Agency-Eligible Loans and re- and non-performing loans (the trusts in which these loans are deposited are referred to as "Non-Agency VIEs" and "RPL/NPL VIEs", respectively), which may result in the Company consolidating the respective VIEs that are created to facilitate these securitizations.
+Added: The Company enters into securitization transactions collateralized by its Non-Agency Loans/Agency-Eligible Loans, Home Equity Loans, and re- and non-performing loans (the trusts in which these loans are deposited are referred to as "Non-Agency VIEs", "Home Equity VIEs", and "RPL/NPL VIEs", respectively), which may result in the Company consolidating the respective VIEs that are created to facilitate these securitizations.
Based on the evaluations of each VIE, the Company may conclude that the VIEs should be consolidated and, as a result, transferred assets of these VIEs would be determined to be secured borrowings.
−Removed: Upon consolidation, the Company elected the fair value option pursuant to ASC 825 for the assets and liabilities of the Non-Agency VIEs and RPL/NPL VIEs.
+Added: Upon consolidation, the Company elected the fair value option pursuant to ASC 825 for the assets and liabilities of the Non-Agency VIEs, Home Equity VIEs, and RPL/NPL VIEs.
Electing the fair value option allows the Company to record changes in fair value in the consolidated statement of operations, which, in management's view, more appropriately reflects the results of operations for a particular reporting period as all activities will be recorded in a similar manner.
−Removed: The Company applied the guidance under ASC 810-10 (Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity) whereby the Company determines whether the fair value of the assets or liabilities of the Non-Agency VIEs and RPL/NPL VIEs are more observable as a basis for measuring the less observable financial instruments.
−Removed: The Company has determined that the fair value of the liabilities of the Non-Agency VIEs and RPL/NPL VIEs are more observable since the prices for these liabilities are more easily determined as similar instruments trade more frequently on a relative basis than the individual assets of the VIEs.
−Removed: See Note 3 for more detail regarding the Non-Agency VIEs and RPL/NPL VIEs and Note 5 for more detail related to the Company's determination of fair value for the assets and liabilities included within these VIEs.
+Added: The Company applied the guidance under ASC 810-10 (Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity) whereby the Company determines whether the fair value of the assets or liabilities of the Non-Agency VIEs, Home Equity VIEs, and RPL/NPL VIEs are more observable as a basis for measuring the less observable financial instruments.
+Added: The Company has determined that the fair value of the liabilities of the Non-Agency VIEs, Home Equity VIEs, and RPL/NPL VIEs are more observable since the prices for these liabilities are more easily determined as similar instruments trade more frequently on a relative basis than the individual assets of the VIEs.
+Added: See Note 3 for more detail regarding the Non-Agency VIEs, Home Equity VIEs, and RPL/NPL VIEs.
Transfers of financial assets
9 unchanged sentences
When a transfer of financial assets does not qualify for sale accounting, ASC 860-10 requires the transfer to be accounted for as a secured borrowing with a pledge of collateral.
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
From time to time, the Company may securitize mortgage loans it holds if such financing is available.
1 unchanged sentence
ASC 860-10 is a standard that may require the Company to exercise significant judgment in determining whether a transaction should be recorded as a "sale" or a "financing."
−Removed: Accounting for business combinations
−Removed: When the assets acquired and liabilities assumed constitute a business, the acquisition is a business combination.
−Removed: Business combinations are accounted for under ASC 805, "Business Combinations" using the acquisition method which requires, among other things, that the assets acquired and liabilities assumed be recognized at fair value as of the acquisition date.
−Removed: Goodwill is calculated as the excess of the consideration transferred over the net assets acquired that meet the criteria for separate recognition and represents the estimated future economic benefits arising from these and other assets acquired that could not be individually identified or do not qualify for recognition as a separate asset.
−Removed: Likewise, a bargain purchase gain is recognized in current earnings when the aggregate fair value of the consideration transferred is less than the fair value of the identifiable net assets acquired.
−Removed: Acquisition related costs recognized in connection with a business combination are expensed as incurred.
−Removed: The results of operations of acquired businesses are included from the date of acquisition.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: In a business combination, the initial allocation of the purchase price is considered preliminary and therefore subject to change until the end of the measurement period (up to one year from the acquisition date).
−Removed: If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, a measurement-period adjustment will be recognized during the period in which the amount of the adjustment is determined, including the effect on earnings of any amounts that would have been recorded in previous periods if the accounting had been completed at the acquisition date.
Cash and cash equivalents
22 unchanged sentences
REO is included in the "Other assets" line item on the consolidated balance sheets.
−Removed: Any gains or losses recognized on foreclosure as well as realized gains or losses on the disposition of REO are reported by the Company in "Net realized gain/(loss)" line item on the consolidated statements of operations.
+Added: Any gains or losses recognized on foreclosure as well as realized gains or losses on the disposition of REO are reported by the Company in the "Net realized gain/(loss)" line item on the consolidated statements of operations.
Financing arrangements
The Company finances the acquisition of certain assets within its portfolio through the use of financing arrangements.
−Removed: Financing arrangements primarily include repurchase agreements, but may also include revolving facilities.
−Removed: Repurchase agreements are treated as collateralized financing transactions and carried at their contractual amounts, including accrued interest, as specified in the respective agreements.
−Removed: The carrying amount of the Company’s repurchase agreements and revolving facilities approximates fair value.
+Added: Financing arrangements primarily include repurchase agreements and facilities used to finance residential mortgage loans.
+Added: Financing arrangements are carried at their contractual amounts as specified in the respective agreements.
+Added: The carrying amount of the Company’s repurchase agreements and residential mortgage loan facilities approximates fair value.
The Company pledges certain loans or securities as collateral under financing arrangements with financial institutions, the terms and conditions of which are negotiated on a transaction-by-transaction basis.
−Removed: The amounts available to be borrowed under repurchase agreements and revolving facilities are dependent upon the fair value of the loans or securities pledged as collateral, which can fluctuate with changes in interest rates, type of security and liquidity conditions within the banking, mortgage finance, and real estate industries.
+Added: The amounts available to be borrowed under repurchase agreements and residential mortgage loan facilities are dependent upon the fair value of the loans or securities pledged as collateral, which can fluctuate with changes in interest rates, type of security and liquidity conditions within the banking, mortgage finance, and real estate industries.
If the fair value of pledged assets declines due to changes in market conditions, lenders typically would require the Company to post additional securities as collateral, pay down borrowings, or establish cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements, referred to as margin calls.
−Removed: The fair value of financial instruments pledged as collateral on the Company’s financing arrangements represents the Company’s fair value of such instruments which may differ from the fair value assigned to the collateral by its counterparties.
The Company maintains a level of liquidity in order to meet these obligations.
−Removed: If the fair value of pledged assets increases due to changes in market conditions, counterparties may be required to return collateral to the Company in the form of securities or
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: cash or post additional collateral to the Company.
+Added: The fair value of financial instruments pledged as collateral on the Company’s financing arrangements represents the Company’s fair value of such instruments which may differ from the fair value assigned to the collateral by its counterparties.
+Added: If the fair value of pledged assets increases due to changes in market conditions, counterparties may be required to return collateral to the Company in the form of securities or cash or post additional collateral to the Company.
Financings pursuant to repurchase agreements and revolving facilities are generally recourse to the Company.
As of December 31, 2025 and 2024, the Company had met all margin call requirements.
−Removed: Accounting for convertible senior unsecured notes
−Removed: Convertible senior unsecured notes ("Legacy WMC Convertible Notes") were assumed in connection with the WMC acquisition and initially recorded at fair value in accordance with ASC 805, "Business Combinations." The Legacy WMC Convertible Notes are carried at amortized cost on the Company’s consolidated balance sheets.
−Removed: Interest on the notes is payable semiannually until such time as the notes mature or are converted into shares of the Company’s common stock.
−Removed: The difference between the carrying value and the principal of the Legacy WMC Convertible Notes is amortized into interest expense over the life of the Legacy WMC Convertible Notes.
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Accounting for senior unsecured notes and debt issuance costs
10 unchanged sentences
The Company records derivative asset and liability positions on a gross basis with respect to its counterparties.
−Removed: During the period in which the Company unwinds a derivative, it records a realized gain/(loss) in the "Net realized gain/(loss)" line item in the consolidated statement of operations.
+Added: During the period in which the Company unwinds a derivative, it records a realized gain or loss in the "Net realized gain/(loss)" line item in the consolidated statement of operations.
As of December 31, 2025 and 2024, the Company did not have any interest rate derivatives designated as hedges for accounting purposes.
5 unchanged sentences
In addition, the CCPs require market participants to deposit and maintain an "initial margin" amount which is determined by the CCPs and is generally intended to be set at a level sufficient to protect the CCPs from the maximum estimated single-day price movement in that market participant’s contracts.
−Removed: Receivables recognized for the right to reclaim cash initial margin posted in respect of derivative instruments are included in the "Restricted cash" line item in the consolidated balance sheets.
+Added: The initial margin posted in respect of derivative instruments is recorded as restricted cash on the consolidated balance sheets.
The daily exchange of variation margin associated with a CCP instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral.
2 unchanged sentences
The carrying amount of centrally cleared derivative instruments reflected in the Company’s consolidated balance sheets approximates the unsettled fair value of such instruments.
−Removed: As variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments represents the change in fair value that occurred on the last day of the
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: reporting period.
+Added: As variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments represents the change in fair value that occurred on the last day of the reporting period.
To-be-announced securities
4 unchanged sentences
The Agency RMBS purchased or sold for a forward settlement date are typically priced at a discount to Agency RMBS for settlement in the current month.
−Removed: This difference, or discount, is referred to as the price drop.
+Added: This difference, or discount, is referred to
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: as the price drop.
The price drop is the economic equivalent of net interest carry income on the underlying Agency RMBS over the roll period (interest income less implied financing cost) and is commonly referred to as dollar roll income/(loss).
Consequently, forward purchases of Agency RMBS and dollar roll transactions represent a form of off-balance sheet financing.
−Removed: Dollar roll income is recognized in the consolidated statement of operations in the line item "Net unrealized gain/(loss)."
+Added: Dollar roll income is recognized in the consolidated statement of operations in the "Net unrealized gain/(loss)" or "Net realized gain/(loss)" line items.
Forward purchase commitments
19 unchanged sentences
Differences between previously estimated cash flows and current actual and anticipated cash flows are recognized prospectively through an adjustment of the yield over the remaining life of the security based on the current amortized cost of the investment.
−Removed: AG Mortgage Investment Trust Inc.
+Added: Loans are typically moved to non-accrual status and income recognition is suspended if the loan becomes 90 days or more delinquent.
+Added: Additionally, when management concludes that full recovery of all interest and principal on a loan or real estate security is doubtful, the Company may stop accruing interest or place the asset on cost recovery status.
+Added: For assets where the cost recovery method is applied, the receipt of principal or coupon interest is recorded as a reduction to the amortized cost until collection of all contractual components are reasonably assured.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
10 unchanged sentences
Transaction related expenses
−Removed: The Company incurs transaction related expenses associated with purchasing and securitizing residential mortgage loans.
+Added: The Company incurs transaction related expenses when acquiring or disposing of its investments and prior to or at the time of executing securitizations.
In accordance with ASC 825 "Financial Instruments," nonrefundable fees and costs associated with originating or acquiring loans that are carried at fair value shall be recognized in earnings as incurred.
−Removed: In addition, the Company incurred transaction related expenses in connection with the WMC acquisition.
−Removed: In accordance with ASC 805, "Business Combinations," acquisition related costs are expensed as incurred.
Transaction related expenses are accrued and expensed during the period in which they are incurred and are included in the "Transaction related expenses" line item on the consolidated statement of operations.
12 unchanged sentences
A domestic TRS may declare dividends to the Company which will be included in the Company’s taxable income/(loss) which may necessitate a distribution to stockholders.
−Removed: Conversely, if the Company retains earnings at the domestic TRS level, no
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: distribution is required and the Company can increase book equity of the consolidated entity.
+Added: Conversely, if the Company retains earnings at the domestic TRS level, no distribution is required and the Company can increase book equity of the consolidated entity.
A domestic TRS is subject to U.S.
federal, state and local corporate income taxes.
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
The Company’s financial results are generally not expected to reflect provisions for current or deferred income taxes, except for any activities conducted through one or more TRSs that are subject to corporate income taxation.
11 unchanged sentences
The undeclared and unpaid dividends on the Company’s preferred stock accrue without interest, and if dividends on the Company's preferred stock are in arrears, the Company cannot pay cash dividends with respect to its common stock.
−Removed: Offering costs
−Removed: The Company has incurred offering costs in connection with common stock offerings, registration statements, preferred stock offerings, and exchanges.
−Removed: Where applicable, the offering costs were paid out of the proceeds of the respective offerings.
−Removed: Offering costs in connection with common stock offerings and costs in connection with registration statements have been accounted for as a reduction of additional paid-in capital.
−Removed: Offering costs in connection with preferred stock offerings have been accounted for as a reduction of their respective gross proceeds.
−Removed: Exchange costs in connection with the Company's preferred stock exchanges have been accounted for as a reduction to the Company's retained earnings.
Stock-based compensation
4 unchanged sentences
Recent accounting pronouncements
−Removed: Debt with conversion and other options
−Removed: In August 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-06, "Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in Entity's Own Equity (Subtopic 815-40)." The amendments in this update affect entities that issue convertible instruments and/or contracts in an entity's own equity.
−Removed: For convertible instruments, the instruments primarily affected are those issued with beneficial conversion features or cash conversion features because the accounting models for those specific features are removed.
−Removed: This ASU is effective for the year ended December 31, 2024.
−Removed: The Company's adoption of ASU 2020-06 during the year ended December 31, 2024 did not have a material impact on the consolidated financial statements.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: Segment reporting
−Removed: In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures." ASU 2023-07 intends to improve reportable segment disclosure requirements, primarily through enhanced disclosures related to significant segment expenses.
−Removed: In addition, this standard is expected to enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss and provides segment disclosure requirements for entities with a single reportable segment.
−Removed: ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024.
−Removed: The Company's adoption of ASU 2023-07 during the year ended December 31, 2024 did not have a material impact on the consolidated financial statements.
−Removed: Refer to Note 13 for additional details on segment reporting.
In December 2023, the FASB issued ASU 2023-09, "Improvements to Income Tax Disclosures (Topic 740)", which focuses on income tax disclosures around effective tax rates and cash income taxes paid.
2 unchanged sentences
The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented.
−Removed: The Company does not expect the adoption of the new standard to have a material effect on its consolidated financial statements.
+Added: The Company adopted ASU 2023-09 on a prospective basis during the year ended December 31, 2025.
+Added: The adoption did not have a material impact on the consolidated financial statements.
Expense disaggregation
4 unchanged sentences
The Company is currently evaluating the potential impact upon adoption, but does not expect the adoption of the new standard to have a material effect on its consolidated financial statements.
−Removed: AG Mortgage Investment Trust Inc.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
1 unchanged sentence
Residential mortgage loans
−Removed: The tables below detail information regarding the Company’s residential mortgage loan portfolio as of December 31, 2024 and 2023 ($ in thousands).
−Removed: The gross unrealized gains/(losses) in the table below represent inception to date gains/(losses).
+Added: The tables below detail information regarding the Company’s residential mortgage loan portfolio by collateral type as of December 31, 2025 and 2024 ($ in thousands).
+Added: The gross unrealized gains/(losses) in the table below represent inception to date gains/(losses) since acquisition.
Unpaid Principal Balance Gross Unrealized Weighted Average
3 unchanged sentences
Non-Agency Loans (4) $ 7,026,365 $ 59,755 $ 7,086,120 $ 84,870 $ ( 266,118 ) $ 6,904,872 5.87 % 5.74 % 7.30
+Added: Home Equity Loans 874,718 61,241 935,959 24,574 — 960,533 9.81 % 7.70 % 5.43
Re- and Non-Performing Loans 155,984 ( 9,693 ) 146,291 — ( 12,077 ) 134,214 4.22 % 5.93 % 5.54
4 unchanged sentences
Non-Agency Loans 36,578 638 37,216 18 ( 2,126 ) 35,108 6.14 % 3.62 % 4.17
−Removed: Re- and Non-Performing Loans 2,016 ( 1,168 ) 848 981 — 1,829 N/A 103.24 % 1.37
+Added: Re- and Non-Performing Loans 1,140 ( 696 ) 444 637 — 1,081 N/A NM 1.12
Total Residential mortgage loans, at fair value $ 194,046 $ 6,181 $ 200,227 $ 1,617 $ ( 2,167 ) $ 199,677 8.27 % 7.22 % 4.68
10 unchanged sentences
Agency-Eligible Loans $ 101,570 $ 908 $ 102,478 $ 31 $ ( 364 ) $ 102,145 6.89 % 6.58 % 4.95
+Added: Home Equity Loans 99,863 1,625 101,488 2,509 ( 33 ) 103,964 10.35 % 9.89 % 4.30
Non-Agency Loans 13,098 ( 273 ) 12,825 101 ( 647 ) 12,279 7.54 % 4.72 % 3.76
3 unchanged sentences
$ 6,781,862 $ ( 4,606 ) $ 6,777,256 $ 32,389 $ ( 391,750 ) $ 6,417,895 5.62 % 5.79 % 7.93
−Removed: (1) As of December 31, 2024, the weighted average yields are presented based on the amortized cost of the underlying loans.
−Removed: As of December 31, 2023, the weighted average yields are presented based on the fair value of the underlying loans.
−Removed: The weighted average yield of the Company's securitized residential mortgage loans and residential mortgage loans based on the fair value of the underlying loans as of December 31, 2024 was 5.80 % and 8.86 %, respectively.
+Added: NM - Not Meaningful
+Added: (1) The weighted average yields are calculated based on the amortized cost of the underlying loans.
(2) This is based on projected life.
2 unchanged sentences
(3) Refer to the "Variable interest entities" section below for additional details related to the assets and liabilities of VIEs consolidated on the Company's consolidated balance sheets.
−Removed: (4) During the year ended December 31, 2024, the Company transferred $ 1.5 billion of Residential Mortgage Loans, at fair value, to Securitized Residential Mortgage Loans, at fair value, in connection with 4 securitizations executed during the period.
(4) Securitized Non-Agency Loans include loans that were considered to be Agency-Eligible prior to the Company's securitization.
−Removed: AG Mortgage Investment Trust Inc.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
6 unchanged sentences
Non-Agency Loans $ 7,026,365 18,430 $ 6,833,324 $ 76,326 $ 32,323 $ 84,392
+Added: Home Equity Loans 874,718 10,599 869,432 2,963 489 1,834
Re- and Non-Performing Loans 155,984 1,073 123,901 14,730 5,247 12,106
17 unchanged sentences
Agency-Eligible Loans $ 101,570 214 $ 101,062 $ 508 $ — $ —
+Added: Home Equity Loans 99,863 1,292 99,838 25 — —
Non-Agency Loans 13,098 24 4,967 1,275 1,162 5,694
3 unchanged sentences
$ 6,781,862 18,876 $ 6,522,024 $ 102,528 $ 38,657 $ 116,637
−Removed: (1) Loan count and aging data excludes the Re- and Non-Performing Loans subcategory of Residential mortgage loans above as there may be limited data available regarding the underlying collateral of these residual positions.
−Removed: (2) As of December 31, 2024, the Company had securitized residential mortgage loans and residential mortgage loans that were 90+ days delinquent with a fair value of $ 51.9 million and loans in the process of foreclosure with a fair value of $ 57.9 million.
−Removed: As of December 31, 2023, the Company had securitized residential mortgage loans and residential mortgage loans that were 90+ days delinquent with a fair value of $ 41.7 million and loans in the process of foreclosure with a fair value of $ 51.8 million.
+Added: (1) Loan count and aging data exclude the Re- and Non-Performing Loans subcategory of Residential mortgage loans above as there may be limited data available regarding the underlying collateral of these residual positions.
+Added: (2) Represents loans that either have a delinquency status greater than 90 days or are in the process of foreclosure.
+Added: As of December 31, 2025, the $ 115.9 million of unpaid principal balance included securitized residential mortgage loans and residential mortgage loans that were 90+ days delinquent with a fair value of $ 54.0 million and loans in the process of foreclosure with a fair value of $ 57.1 million.
+Added: As of December 31, 2024, the $ 116.6 million of unpaid principal balance included securitized residential mortgage loans and residential mortgage loans that were 90+ days delinquent with a fair value of $ 51.9 million and loans in the process of foreclosure with a fair value of $ 57.9 million.
As of December 31, 2025 and 2024, 6.4 % and 9.6 %, respectively, of the unpaid principal balance of the Company's securitized residential mortgage loans and residential mortgage loans were adjustable rate mortgages.
−Removed: During the year ended December 31, 2024, the Company purchased residential mortgage loans as detailed below (in thousands).
−Removed: December 31, 2024 December 31, 2023
+Added: During the years ended December 31, 2025 and 2024, the Company purchased residential mortgage loans as detailed below (in thousands).
+Added: Year Ended December 31, 2025 Year Ended December 31, 2024
Unpaid Principal Balance Fair Value (1) Unpaid Principal Balance Fair Value (1)
−Removed: Residential mortgage loan purchases
−Removed: Securitized Non-Agency Loans (1) — — 1,057,830 971,781
Agency-Eligible Loans $ 1,830,446 $ 1,879,658 $ 1,407,588 $ 1,432,492
2 unchanged sentences
Total $ 2,909,307 $ 3,033,739 $ 1,712,468 $ 1,745,173
−Removed: (1) During the year ended December 31, 2023, the Company acquired $ 971.8 million and $ 6.0 million of Securitized Non-Agency Loans and Non-Agency Loans, respectively.
−Removed: Refer to Note 1 for additional details on the WMC acquisition.
−Removed: AG Mortgage Investment Trust Inc.
+Added: (1) Fair value represents purchase price at acquisition.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
1 unchanged sentence
During the years ended December 31, 2025 and 2024, the Company sold residential mortgage loans as detailed below ($ in thousands).
−Removed: Number of Loans Proceeds Realized Gains Realized Losses
−Removed: Year Ended December 31, 2024
+Added: Year Ended December 31, 2025 Year Ended December 31, 2024
+Added: Number of Loans Proceeds Realized Gains Realized Losses Number of Loans Proceeds Realized Gains Realized Losses
Agency-Eligible Loans 88 $ 37,333 $ 238 $ ( 219 ) 190 $ 73,614 $ 356 $ ( 276 )
2 unchanged sentences
Re- and Non-Performing Loans 88 9,092 832 ( 1,149 ) 74 13,493 1,427 ( 271 )
−Removed: Year Ended December 31, 2023
−Removed: Agency-Eligible Loans 47 $ 18,474 $ 69 $ ( 85 )
−Removed: Non-Agency Loans 587 330,742 1,960 ( 13,272 )
−Removed: Re- and Non-Performing Loans 560 68,693 3,729 ( 4,068 )
+Added: Total 1,698 $ 407,158 $ 4,828 $ ( 8,126 ) 2,813 $ 358,051 $ 6,776 $ ( 684 )
+Added: (1) During the fourth quarter 2025, the Company exercised its optional redemption right on one of its 2022 vintage securitizations and sold certain loans for proceeds of $ 276.6 million.
The Company’s residential mortgage loan portfolio consists of mortgage loans on residential real estate located throughout the United States.
2 unchanged sentences
California 30 % 35 %
−Removed: New York 11 % 13 %
Florida 10 % 11 %
+Added: New York 8 % 11 %
Texas 6 % 6 %
2 unchanged sentences
Variable interest entities
−Removed: The Company entered into securitization transactions collateralized by its Non-Agency Loans/Agency-Eligible Loans and re- and non-performing loans, of which the securitization trusts are considered VIEs.
+Added: The Company entered into securitization transactions collateralized by its Non-Agency Loans/Agency-Eligible Loans, Home Equity Loans, and re- and non-performing loans, of which the securitization trusts are considered VIEs.
The Company was determined to be the primary beneficiary of the VIEs and, as a result, consolidated the assets and liabilities of the VIEs on its consolidated balance sheets.
3 unchanged sentences
The Company's continuing involvement in these securitization trusts represents its retained Certificates and the ability to purchase all of the outstanding Certificates upon the occurrence of certain events through an optional redemption right held by the Company.
−Removed: The Company has also engaged a related party of the Manager and direct subsidiary of TPG Angelo Gordon to act as the servicing administrator of certain securitization trusts.
−Removed: AG Mortgage Investment Trust Inc.
+Added: The Company has also engaged a related party of the Manager and subsidiary of TPG to act as the servicing administrator of certain securitization trusts.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
−Removed: The following table details certain information related to the assets and liabilities of the Non-Agency VIEs as of December 31, 2024 and 2023 ($ in thousands).
−Removed: December 31, 2024
−Removed: December 31, 2023
−Removed: Carrying Value Weighted Average Carrying Value Weighted Average
−Removed: Yield (1) Life (Years) (2) Yield (1) Life (Years) (2)
−Removed: Securitized residential mortgage loans, at fair value (3) $ 6,044,597 5.68 % 8.12 $ 5,175,169 5.51 % 10.37
−Removed: Other assets 30,922 25,105
−Removed: Total Assets $ 6,075,519 $ 5,200,274
−Removed: Securitized debt, at fair value (3) (4) $ 5,391,413 5.17 % 6.05 $ 4,597,490 4.94 % 7.52
−Removed: Other liabilities 22,185 17,269
−Removed: Total Liabilities $ 5,413,598 $ 4,614,759
−Removed: Total Equity (5) $ 661,921 $ 585,515
−Removed: (1) As of December 31, 2024, the weighted average yields are presented based on the amortized cost of the underlying loans.
−Removed: As of December 31, 2023, the weighted average yields are presented based on the fair value of the underlying loans.
−Removed: The weighted average yield of the Company's securitized residential mortgage loans and securitized debt based on the fair value as of December 31, 2024 was 5.78 % and 5.29 %, respectively.
−Removed: (2) This is based on projected life.
−Removed: Typically, actual maturities are shorter than stated contractual maturities.
−Removed: Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal, and prepayments of principal.
−Removed: (3) Securitized residential mortgage loans in Non-Agency VIEs include loans that were considered to be Agency-Eligible prior to the Company's securitization.
−Removed: (4) The holders of the securitized debt have no recourse to the general credit of the Company.
−Removed: The Company has no obligation to provide any other explicit or implicit support to the Non-Agency VIEs.
−Removed: (5) As of December 31, 2024 and 2023, the Company had outstanding financing arrangements of $ 370.9 million and $ 301.2 million, respectively, collateralized by $ 654.3 million and $ 578.8 million of the Company's retained interests in the Non-Agency VIEs, respectively.
−Removed: See Note 6 for more detail regarding the Company's financing arrangements.
−Removed: The following table details certain information related to the assets and liabilities of the RPL/NPL VIEs as of December 31, 2024 and 2023 ($ in thousands).
−Removed: December 31, 2024
−Removed: December 31, 2023
−Removed: Carrying Value Weighted Average Carrying Value Weighted Average
−Removed: Yield (1) Life (Years) (2) Yield (1) Life (Years) (2)
+Added: The following table details the carrying value related to the assets and liabilities of the Company’s consolidated VIEs as of December 31, 2025 and 2024 (in thousands).
+Added: Non-Agency VIEs
+Added: Home Equity VIEs (1) RPL/NPL VIEs
+Added: December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2025 December 31, 2024
Securitized residential mortgage loans, at fair value (2) $ 6,904,872 $ 6,044,597 $ 960,533 $ 134,214 $ 153,081
6 unchanged sentences
Total Equity (4) $ 650,914 $ 661,921 $ 147,330 $ 44,975 $ 54,303
−Removed: (1) As of December 31, 2024, the weighted average yields are presented based on the amortized cost of the underlying loans.
−Removed: As of December 31, 2023, the weighted average yields are presented based on the fair value of the underlying loans.
−Removed: The weighted average yield of the Company's securitized residential mortgage loans and securitized debt based on the fair value as of December 31, 2024 was 6.63 % and 3.34 %, respectively.
−Removed: (2) This is based on projected life.
−Removed: Typically, actual maturities are shorter than stated contractual maturities.
−Removed: Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal, and prepayments of principal.
+Added: (1) As of December 31, 2024 , the Company did not hold any assets or liabilities in Home Equity VIEs.
+Added: (2) Securitized residential mortgage loans in Non-Agency VIEs include loans that were considered to be Agency-Eligible prior to the Company's securitization.
(3) The holders of the securitized debt have no recourse to the general credit of the Company.
−Removed: The Company has no obligation to provide any other explicit or implicit support to the RPL/NPL VIEs.
−Removed: AG Mortgage Investment Trust Inc.
+Added: The Company generally has no obligation to provide any other explicit or implicit support to the VIEs.
+Added: Refer to Note 12 for commitments related to the undrawn portion of a borrowers' home equity line of credit for which the Company may be required to fund.
+Added: (4) The Company had outstanding financing arrangements collateralized by the Company's retained interests in its VIEs.
+Added: Refer to Note 6 for additional information.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
−Removed: (4) As of December 31, 2024 and 2023, the Company had outstanding financing arrangements of $ 31.8 million and $ 44.9 million, respectively, collateralized by $ 51.0 million and $ 67.1 million of the Company's retained interests in the RPL/NPL VIEs, respectively.
−Removed: See Note 6 for more detail regarding the Company's financing arrangements.
−Removed: Revolving Mortgage Investment Trust 2015-1QR2
−Removed: Revolving Mortgage Investment Trust 2015-1QR2 ("RMI 2015 Trust") was acquired in the WMC acquisition and held Non-Agency Loans and real estate owned ("REO").
−Removed: RMI 2015 Trust issued a trust certificate that was wholly-owned by the Company and represented the entire beneficial interest in Non-Agency Loans and REO held by the trust.
−Removed: The Company consolidated the trust since it met the definition of a VIE and the Company was determined to be the primary beneficiary.
−Removed: The Company classified the underlying Non-Agency Loans and REO owned by the trust in the "Residential mortgage loans, at fair value" and "Other assets" line items on the consolidated balance sheets, respectively, and eliminated the intercompany trust certificate in consolidation.
−Removed: As of December 31, 2024, there were no residential mortgage loans or REO in the RMI 2015 Trust.
−Removed: As of December 31, 2023, the RMI 2015 Trust held Non-Agency Loans with a fair value of $ 6.6 million and REO with a carrying value of $ 3.4 million.
Legacy WMC Commercial loans
−Removed: The tables below detail information regarding the Company's Legacy WMC Commercial loan portfolio as of December 31, 2024 and December 31, 2023 ($ in thousands).
−Removed: The gross unrealized gains/(losses) in the table below represent inception to date gains/(losses).
+Added: The tables below detail information regarding the Company's Legacy WMC Commercial loan portfolio as of December 31, 2025 and 2024 ($ in thousands).
+Added: The gross unrealized gains/(losses) in the table below represent inception to date gains/(losses) since acquisition.
December 31, 2025 Premium /
−Removed: Amortized Cost Gross Unrealized Gains Fair Value Weighted Average Maturity Date (6) LTV (7) Location
−Removed: Loan (1)(2)(3) Unpaid Principal Balance Coupon Yield (4) Life (Years) (5)
−Removed: Loan A (8) $ 7,259 $ ( 64 ) $ 7,195 $ 41 $ 7,236 8.71 % 10.69 % 0.42 5/6/2025 61.63 % IL, FL
−Removed: Loan B (8) 13,206 ( 116 ) 13,090 74 13,164 8.71 % 10.69 % 0.42 5/6/2025 75.33 % CA
−Removed: Loan C (8) 24,535 ( 215 ) 24,320 137 24,457 8.71 % 10.69 % 0.42 5/6/2025 77.22 % NY
−Removed: Loan D (9) 22,204 ( 168 ) 22,036 112 22,148 7.89 % 8.73 % 0.68 8/6/2025 42.50 % CT
−Removed: Total $ 67,204 $ ( 563 ) $ 66,641 $ 364 $ 67,005 8.44 % 10.04 % 0.50 63.69 %
+Added: Amortized Cost Gross Unrealized Fair Value Weighted Average Maturity Date (3) LTV (4) Location
+Added: Loan (1)(2) Unpaid Principal Balance Gains Losses Coupon Yield (3) Life (Years) (3)
+Added: Loan A (5) $ 7,259 $ ( 29 ) $ 7,230 $ — $ ( 684 ) $ 6,546 7.98 % — % N/A N/A 61.63 % IL, FL
+Added: Loan B (5) 13,206 ( 52 ) 13,154 — ( 1,244 ) 11,910 7.98 % — % N/A N/A 75.33 % CA
+Added: Loan C (5) 24,535 ( 99 ) 24,436 — ( 2,310 ) 22,126 7.98 % — % N/A N/A 77.22 % NY
+Added: Loan D (6) 22,204 ( 611 ) 21,593 — ( 6,799 ) 14,794 7.16 % — % N/A N/A 42.50 % CT
+Added: Total $ 67,204 $ ( 791 ) $ 66,413 $ — $ ( 11,037 ) $ 55,376 7.71 % — % N/A 65.69 %
December 31, 2024 Premium /
−Removed: Amortized Cost Gross Unrealized Gains Fair Value Weighted Average Maturity Date (6) LTV (7) Location
−Removed: Loan (1)(2)(3) Unpaid Principal Balance Coupon Yield (4) Life (Years) (5)
+Added: Amortized Cost Gross Unrealized Fair Value Weighted Average Maturity Date (9) LTV (4) Location
+Added: Loan (1)(2) Unpaid Principal Balance Gains Losses Coupon Yield (7) Life (Years) (8)
Loan A (5) $ 7,259 $ ( 64 ) $ 7,195 $ 41 $ — $ 7,236 8.71 % 10.69 % 0.42 5/6/2025 61.63 % IL, FL
5 unchanged sentences
(2) Each commercial loan investment is a first mortgage loan.
−Removed: (3) Each commercial loan has a current payment status.
−Removed: (4) As of December 31, 2024, the weighted average yields are presented based on the amortized cost of the underlying loans.
−Removed: As of December 31, 2023, the weighted average yields are presented based on the fair value of the underlying loans.
−Removed: The weighted average yield of the Company's commercial loans based on the fair value of the underlying loans as of December 31, 2024 was 10.04 %.
+Added: (3) The borrowers for the Company’s Legacy WMC Commercial Loans are in maturity default as of December 31, 2025.
+Added: See footnotes 5 and 6 for further details related to each loan.
+Added: Due to these defaults, the lender on the Company’s financing arrangements is permitted to request full repayment of the debt with respect to such assets.
+Added: The Company does not currently expect the lender to require repayment of the related outstanding financing arrangements prior to its scheduled maturity in March 2026.
+Added: (4) Represents the LTV at acquisition of WMC.
+Added: The total LTV on commercial loans is presented based on fair value.
+Added: (5) Loans A, B, and C have a floating rate coupon equal to 4.20 % plus one-month SOFR and are collateralized by hotels.
+Added: During the second quarter 2025, these loans entered maturity default and were placed on non-accrual.
+Added: Following a period of forbearance, the lender parties and the borrower are pursuing a consensual sale of the hotels, which may include transferring title of all or certain of the properties to the lender parties via a deed-in-lieu of foreclosure to facilitate the sale.
+Added: The Company currently expects the sales process to be completed in the first half of 2026, however there are no assurances that sales can be completed within the time anticipated or at all.
+Added: (6) Loan D has a floating rate coupon equal to 3.38 % plus one-month SOFR and is collateralized by a retail property.
+Added: During the third quarter 2025, the loan entered maturity default.
+Added: The property is generating positive cash flow and, as of the date of this report, the Company has continued to receive interest payments from the property’s cash flows.
+Added: The lender parties are currently evaluating with the borrower a deed-in-lieu of foreclosure and/or a consensual sale of the property through a national commercial real estate sales advisor.
+Added: (7) The weighted average yields are calculated based on the amortized cost of the underlying loans.
(8) Actual maturities of commercial loans may be shorter or longer than stated contractual maturities.
1 unchanged sentence
(9) Represents maturity date of the last possible extension option.
−Removed: (7) Represents the LTV at acquisition.
−Removed: (8) Loans A, B, and C have a floating rate coupon equal to 4.20 % plus one-month SOFR and are collateralized by hotels.
−Removed: (9) Loan D has a floating rate coupon equal to 3.38 % plus one-month SOFR and is collateralized by a retail property.
−Removed: AG Mortgage Investment Trust Inc.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
1 unchanged sentence
Real Estate Securities
−Removed: The following tables detail the Company’s real estate securities portfolio as of December 31, 2024 and 2023 ($ in thousands).
−Removed: The gross unrealized gains/(losses) in the tables below represent inception to date unrealized gains/(losses).
+Added: The following tables detail the Company’s real estate securities portfolio by collateral type as of December 31, 2025 and 2024 ($ in thousands).
+Added: The Company’s real estate securities include its interest in VIEs in which the Company has concluded that it is not the primary beneficiary and, as a result, did not consolidate the VIEs.
+Added: The gross unrealized gains/(losses) in the tables below represent inception to date unrealized gains/(losses) since acquisition.
Current Face (1) Premium /
+Added: (Discount) (1)
Amortized Cost Gross Unrealized Fair Value (2) Weighted Average
−Removed: December 31, 2024 Gains Losses Coupon (1) Yield (2)
+Added: December 31, 2025 Gains Losses Coupon (3) Yield (4) Life (Years) (5)
Non-Agency RMBS
−Removed: GCAT Non-Agency RMBS (4)
−Removed: GCAT Non-Agency Securities $ 43,794 $ ( 1,884 ) $ 41,910 $ — $ ( 5,431 ) $ 36,479 4.94 % 6.12 %
−Removed: GCAT Non-Agency RMBS Interest Only (5) N/A N/A 2,271 1,565 — 3,836 0.38 % 36.66 %
−Removed: Total GCAT Non-Agency RMBS 43,794 ( 1,884 ) 44,181 1,565 ( 5,431 ) 40,315 2.68 % 7.69 %
−Removed: Non-Agency Securities 79,524 ( 6,011 ) 73,513 2,206 ( 742 ) 74,977 5.94 % 7.77 %
−Removed: Non-Agency RMBS Interest Only (5) N/A N/A 10,764 1,539 ( 16 ) 12,287 2.28 % 27.60 %
+Added: Non-QM Loans (6) $ 48,814 $ ( 2,160 ) $ 48,526 $ 816 $ ( 2,379 ) $ 46,963 3.11 % 6.66 % 3.57
+Added: Agency-Eligible Loans (7) 44,491 ( 2,656 ) 42,439 1,841 ( 117 ) 44,163 3.57 % 7.41 % 6.74
+Added: Home Equity Loans (7) 84,647 ( 2,018 ) 99,617 7,514 ( 189 ) 106,942 5.55 % 10.47 % 5.51
+Added: Prime Jumbo Loans 4,256 ( 1,616 ) 2,640 673 — 3,313 4.49 % 8.82 % 18.36
Total Non-Agency RMBS 182,208 ( 8,450 ) 193,222 10,844 ( 2,685 ) 201,381 4.09 % 8.82 % 5.39
4 unchanged sentences
Current Face (1) Premium/
−Removed: Amortized Cost Gross Unrealized Weighted Average
−Removed: December 31, 2023 Gains Losses Fair Value Coupon (1) Yield (2)
+Added: (Discount) (1)
+Added: Amortized Cost Gross Unrealized Fair
+Added: Value (2) Weighted Average
+Added: December 31, 2024 Gains Losses Coupon (3) Yield (4) Life (Years) (5)
Non-Agency RMBS
−Removed: GCAT Non-Agency RMBS (4)
−Removed: GCAT Non-Agency Securities $ 43,794 $ ( 2,281 ) $ 41,513 $ — $ ( 8,971 ) $ 32,542 4.67 % 5.99 %
−Removed: GCAT Non-Agency RMBS Interest Only (5) N/A N/A 2,541 2,450 — 4,991 — % 37.74 %
−Removed: Total GCAT Non-Agency RMBS 43,794 ( 2,281 ) 44,054 2,450 ( 8,971 ) 37,533 2.20 % 10.21 %
−Removed: Non-Agency Securities 82,390 ( 33,399 ) 48,991 2,139 ( 124 ) 51,006 4.99 % 9.11 %
−Removed: Non-Agency RMBS Interest Only (5) N/A N/A 1,116 1 ( 34 ) 1,083 0.35 % 16.04 %
+Added: Non-QM Loans (6) $ 49,516 $ ( 2,772 ) $ 49,015 $ 1,678 $ ( 5,544 ) $ 45,149 2.83 % 7.65 % 4.62
+Added: Agency-Eligible Loans (7) 51,861 ( 3,062 ) 49,488 1,555 ( 148 ) 50,895 3.45 % 7.47 % 6.91
+Added: Home Equity Loans 15,526 640 26,076 1,445 ( 491 ) 27,030 3.40 % 16.36 % 5.26
+Added: Prime Jumbo Loans 6,415 ( 2,701 ) 3,879 632 ( 6 ) 4,505 0.97 % 9.41 % 7.95
Total Non-Agency RMBS 123,318 ( 7,895 ) 128,458 5,310 ( 6,189 ) 127,579 3.08 % 9.40 % 5.65
Legacy WMC CMBS (8) 100,896 ( 41,879 ) 59,017 2,577 ( 8,809 ) 52,785 5.13 % 16.74 % 1.77
−Removed: Legacy WMC Other Securities (7) N/A N/A 1,174 — ( 18 ) 1,156 N/A 18.16 %
Agency RMBS Interest Only N/A N/A 20,517 908 ( 429 ) 20,996 4.32 % 10.35 % 6.55
Total as of December 31, 2024 $ 224,214 $ ( 49,774 ) $ 207,992 $ 8,795 $ ( 15,427 ) $ 201,360 3.62 % 11.58 % 5.20
+Added: (1) Current Face and Premium/(Discount) exclude Interest Only securities, which have no principal balances and bear interest based on a notional value.
+Added: The notional value is used solely to determine interest distributions on the interest only classes of securities.
+Added: As of December 31, 2025, the notional balance of the Non-QM Loans, Agency-Eligible Loans, Home Equity Loans, and Agency RMBS Interest Only line items were $ 66.3 million, $ 40.4 million, $ 249.1 million, and $ 85.0 million, respectively.
+Added: As of December 31, 2024, the notional value of the Non-QM Loans, Agency-Eligible Loans, Home Equity Loans, Prime Jumbo Loans and Agency RMBS Interest Only line items were $ 85.6 million, $ 50.4 million, $ 163.3 million, $ 28.3 million, and $ 107.2 million, respectively.
+Added: (2) The fair value of the securities held in unconsolidated VIEs represents the Company’s maximum loss exposure in unconsolidated VIEs.
+Added: The Company generally has no obligation to provide any other explicit or implicit support to unconsolidated VIEs.
+Added: Refer to Note 12 for commitments related to the undrawn portion of a borrowers' home equity line of credit for which the Company may be required to fund.
(3) Equity residual investments with a zero coupon rate are excluded from this calculation.
−Removed: (2) As of December 31, 2024, the weighted average yields are presented based on the amortized cost of the underlying loans.
−Removed: As of December 31, 2023, the weighted average yields are presented based on the fair value of the underlying loans.
−Removed: The weighted average yield of the Company's real estate securities based on the fair value of the underlying securities as of December 31, 2024 was 12.11 %.
+Added: (4) The weighted average yields are calculated based on the amortized cost of the underlying securities.
(5) Actual maturities may be shorter or longer than stated contractual maturities.
Maturities are affected by prepayments of principal.
−Removed: (4) GCAT Non-Agency RMBS are securities issued under Gold Creek Asset Trust ("GCAT"), which is the TPG Angelo Gordon securitization shelf under which the Company or private funds under the management of TPG Angelo Gordon securitize loans.
−Removed: Refer to the "Unconsolidated variable interest entities" section below for additional details on these securities.
−Removed: (5) Interest Only have no principal balances and bear interest based on a notional balance.
−Removed: The notional balance is used solely to determine interest distributions on the interest only classes of securities.
−Removed: As of December 31, 2024, the notional balances for GCAT Non-Agency RMBS Interest Only, Non-Agency RMBS Interest Only and Agency RMBS Interest Only line items were $ 85.6 million, $ 242.0 million and $ 107.2 million, respectively.
−Removed: As of December 31, 2023, the notional value of the GCAT Non-Agency RMBS Interest Only, Non-Agency RMBS Interest Only and Agency RMBS Interest Only line items were $ 98.3 million, $ 128.8 million and $ 92.2 million, respectively.
−Removed: (6) As of December 31, 2024, there are Legacy WMC CMBS with an unpaid principal balance of $ 23.5 million and a fair value of $ 6.0 million which are on non-accrual or cost recovery status.
−Removed: (7) Legacy WMC Other securities include residual interests in asset-backed securities which have no principal balance.
−Removed: AG Mortgage Investment Trust Inc.
+Added: (6) Certain Non-Agency RMBS include securities issued under Gold Creek Asset Trust ("GCAT"), which is the TPG securitization shelf under which the Company or private funds under the management of TPG securitize loans.
+Added: These securities were retained from rated Non-QM Loan securitizations the Company participated in alongside private funds managed by TPG.
+Added: The Company’s interest in the retained tranches represents its continuing involvement in these securitization trusts.
+Added: As of December 31, 2025 and 2024, the Company’s Non-QM Loans includes $ 42.4 million and $ 40.3 million of retained securities from these transactions, respectively.
+Added: (7) For certain Non-Agency RMBS, the Company acted as a co-sponsor alongside an unrelated third party of rated securitizations.
+Added: As the co-sponsor, the Company retained an "eligible vertical interest" to comply with risk retention rules which consists of at least 5% of each class of securities issued in the securitizations and represents the Company’s continuing involvement in these securitization trusts.
+Added: The remaining tranches were sold to third parties and certain private funds managed by TPG or its affiliates, or were retained by the Company.
+Added: As of December 31, 2025 and 2024, the Company’s Agency-Eligible Loans includes $ 42.2 million and $ 48.2 million of retained securities from these transactions, respectively.
+Added: As of December 31, 2025, the Company’s Home Equity Loans includes $ 78.7 million of retained securities from these transactions.
+Added: (8) As of December 31, 2025 and 2024, there are Legacy WMC CMBS with an unpaid principal balance of $ 23.5 million and $ 23.5 million, respectively, and a fair value of $ 6.3 million and $ 6.0 million, respectively, which are on non-accrual or cost recovery status.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
11 unchanged sentences
$ 201,381 $ 193,222 $ 42,565 $ 45,947 $ 16,358 $ 16,630
−Removed: December 31, 2023 Non-Agency RMBS Legacy WMC CMBS Agency RMBS Legacy WMC Other Securities
+Added: December 31, 2024
+Added: Non-Agency RMBS Legacy WMC CMBS Agency RMBS
Weighted Average Life (1) Fair Value Amortized
Cost Fair Value Amortized Cost Fair Value Amortized
−Removed: Cost Fair Value Amortized Cost
Less than or equal to one year $ 2,983 $ 2,901 $ 14,731 $ 14,945 $ — $ —
3 unchanged sentences
Total as of December 31, 2024
+Added: $ 127,579 $ 128,458 $ 52,785 $ 59,016 $ 20,996 $ 20,517
(1) This is based on projected life.
1 unchanged sentence
Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
−Removed: In connection with the WMC acquisition in 2023, the Company acquired $ 48.2 million of Non-Agency RMBS, $ 56.3 million of CMBS, $ 1.2 million of Other Securities, and $ 0.7 million of Agency RMBS.
−Removed: For additional information on the WMC acquisition, refer to Note 1.
The Company sold real estate securities during the years ended December 31, 2025 and 2024, as detailed below ($ in thousands).
−Removed: Number of Securities Proceeds Realized Gains Realized Losses
−Removed: Year ended December 31, 2024
+Added: Year Ended December 31, 2025 Year Ended December 31, 2024
+Added: Number of Securities Proceeds Realized Gains Realized Losses Number of Securities Proceeds Realized Gains Realized Losses
Agency RMBS 1 $ 1,894 $ 241 $ — 6 $ 543,172 $ 10,172 $ —
2 unchanged sentences
Other Securities — — — — 1 763 — ( 227 )
−Removed: Year ended December 31, 2023
−Removed: Agency RMBS 5 $ 266,298 $ 391 $ ( 2,899 )
−Removed: Non-Agency RMBS 6 20,058 950 —
−Removed: Unconsolidated variable interest entities
−Removed: GCAT Securitizations
−Removed: The Company's Non-Agency RMBS includes certain securities retained from a rated Non-QM Loan securitization the Company participated in alongside a private fund under the management of TPG Angelo Gordon and issued under the GCAT shelf.
−Removed: Upon evaluating its investment in the VIE, the Company determined it was not the primary beneficiary and, as a result, did not consolidate the securitization trust.
−Removed: The Company has a 40.9 % interest in the retained subordinate tranches which represents its continuing involvement in the securitization trust.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: During 2023, the Company purchased non-risk retention bonds from Mortgage Acquisition Holding I LLC ("MATH"), an entity the Company invests in alongside private funds under the management of TPG Angelo Gordon.
−Removed: Through its 44.6 % investment in MATH, the Company participated in rated Non-QM Loan securitizations issued under the GCAT shelf.
−Removed: The Company's Non-Agency RMBS includes the non-risk retention bonds from these securitizations acquired from MATH.
−Removed: Upon evaluating its investment in these VIEs, the Company determined it was not the primary beneficiary and, as a result, did not consolidate the securitization trusts sponsored by MATH.
−Removed: The Company has a 57.7 % interest in the non-risk retention bonds recorded on its consolidated balance sheets and a 47.0 % interest in the risk retention bonds through its investment in MATH which together represent its continuing involvement in the securitization trusts.
−Removed: See Note 10 for additional details on the MATH transaction.
−Removed: The following table summarizes the Company’s investment in GCAT unconsolidated VIEs and information regarding the residential mortgage loans transferred to the unconsolidated VIEs as of December 31, 2024 and 2023 (in thousands).
−Removed: December 31, 2024 December 31, 2023
−Removed: Current Face Fair Value Current Face Fair Value
−Removed: Retained interest in unconsolidated VIEs
−Removed: GCAT Non-Agency Securities $ 43,794 $ 36,479 $ 43,794 $ 32,542
−Removed: GCAT Non-Agency RMBS Interest Only (1) N/A 3,836 N/A 4,991
−Removed: Total retained interest in unconsolidated VIEs (2) (3) $ 43,794 $ 40,315 $ 43,794 $ 37,533
−Removed: Assets transferred to unconsolidated VIEs December 31, 2024 December 31, 2023
−Removed: Total unpaid principal balance of loans outstanding (4) $ 386,029 $ 450,366
−Removed: Weighted average coupon on loans outstanding 6.05 % 5.67 %
−Removed: Percent of unpaid principal balance greater than 90 days delinquent (5) 2.50 % 1.94 %
−Removed: (1) Interest Only have no principal balances and bear interest based on a notional balance.
−Removed: The notional balance is used solely to determine interest distributions on the interest only classes of securities.
−Removed: As of December 31, 2024 and 2023, the notional balances for GCAT Non-Agency RMBS Interest Only line item were $ 85.6 million and $ 98.3 million, respectively.
−Removed: (2) Maximum loss exposure from the Company’s involvement with unconsolidated VIEs pertains to the fair value of the securities retained from these VIEs.
−Removed: The Company has no obligation to provide any other explicit or implicit support to the securitization trust.
−Removed: (3) As of December 31, 2024 and 2023, the Company held securities exposed to the first loss of the securitization with a fair value $ 3.2 million and $ 4.1 million, respectively.
−Removed: (4) Represents the total balance of loans as of December 31, 2024 and 2023 that were contributed to the unconsolidated securitization trusts, inclusive of loans contributed by the Company and loans contributed by other parties
−Removed: (5) As of December 31, 2024, 1.30 % of loans were 90+ days delinquent, 0.34 % of loans were REO, and 0.86 % of loans were in the process of foreclosure.
−Removed: As of December 31, 2023, 0.70 % of loans were 90+ days delinquent and 1.24 % loans were in the process of foreclosure.
−Removed: Co-Sponsored Securitizations
−Removed: The Company has entered into co-sponsorship agreements with an unrelated third party whereby a wholly owned subsidiary of the Company acted as a sponsor of rated securitizations within the meaning of the U.S.
−Removed: credit risk retention rules while the securitizations were issued under the third party’s securitization shelf.
−Removed: As the co-sponsor, the Company retained an "eligible vertical interest" to comply with risk retention rules which consists of at least 5% of each class of securities issued in the securitizations.
−Removed: The remaining tranches were sold to third parties and certain private funds under the management of TPG Angelo Gordon or retained by the Company.
−Removed: Upon evaluating its investment in the VIEs, the Company determined it was not the primary beneficiary and, as a result, did not consolidate the securitization trusts.
−Removed: The Company's retained tranches, which represent its continuing involvement in the securitization trust, are included in the Non-Agency RMBS line item.
−Removed: The below table details the transactions where the Company has acted as a co-sponsor ($ in thousands).
−Removed: Date of Securitization Collateral Type Unpaid Principal Balance of Collateral (1) Fair Value Retained (1)
−Removed: June 20, 2024 Agency-Eligible Loans $ 369,183 $ 18,051
−Removed: September 19, 2024 Agency-Eligible Loans 360,722 51,047
−Removed: (1) As of the date of the securitization.
−Removed: During the year ended December 31, 2024, the Company sold Non-Agency RMBS from the Co-Sponsored Securitizations for proceeds of $ 20.3 million.
−Removed: AG Mortgage Investment Trust Inc.
+Added: Total 6 $ 6,840 $ 693 $ ( 144 ) 24 $ 607,145 $ 13,524 $ ( 858 )
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
−Removed: The following table summarizes the Company’s investment in Co-Sponsored unconsolidated VIEs and information regarding the residential mortgage loans transferred to the Company’s unconsolidated VIEs as of December 31, 2024 (in thousands).
−Removed: December 31, 2024
−Removed: Current Face Fair Value
−Removed: Retained interest in unconsolidated VIEs
−Removed: Non-Agency Securities $ 48,598 $ 47,334
−Removed: Non-Agency RMBS Interest Only (1) N/A 855
−Removed: Total retained interest in unconsolidated VIEs (2) (3) $ 48,598 $ 48,189
−Removed: Assets transferred to unconsolidated VIEs December 31, 2024
−Removed: Total unpaid principal balance of loans outstanding (4) $ 695,007
−Removed: Weighted average coupon on loans outstanding 7.29 %
−Removed: Percent of unpaid principal balance greater than 90 days delinquent (5) 0.05 %
−Removed: (1) Interest Only have no principal balances and bear interest based on a notional balance.
−Removed: The notional balance is used solely to determine interest distributions on the interest only classes of securities.
−Removed: As of December 31, 2024, the notional balances for Non-Agency RMBS Interest Only line item was $ 50.4 million.
−Removed: (2) Maximum loss exposure from the Company’s involvement with unconsolidated VIEs pertains to the fair value of the securities retained from these VIEs.
−Removed: The Company has no obligation to provide any other explicit or implicit support to the securitization trust.
−Removed: (3) As of December 31, 2024, the Company held securities exposed to the first loss of the securitization with a fair value of $ 3.3 million.
−Removed: (4) Represents the total balance of loans as of December 31, 2024 that were contributed to the unconsolidated securitization trusts, inclusive of loans contributed by the Company and loans contributed by other parties
−Removed: (5) As of December 31, 2024, 0.05 % of loans were 90+ days delinquent.
Fair value measurements
7 unchanged sentences
In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
The following tables present the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands).
−Removed: Fair Value as of December 31, 2024
−Removed: Level 1 Level 2 Level 3 Total
−Removed: Securitized residential mortgage loans $ — $ — $ 6,197,678 $ 6,197,678
−Removed: Residential mortgage loans — 1,829 218,388 220,217
−Removed: Legacy WMC Commercial loans — — 67,005 67,005
−Removed: Non-Agency RMBS — 12,046 115,533 127,579
−Removed: Legacy WMC CMBS — 52,785 — 52,785
−Removed: Agency RMBS — 20,996 — 20,996
−Removed: Derivative assets (1) — 11,414 204 11,618
−Removed: Cash equivalents (2) 117,979 — — 117,979
−Removed: AG Arc (3) — — 30,778 30,778
−Removed: Total Assets Measured at Fair Value $ 117,979 $ 99,070 $ 6,629,586 $ 6,846,635
−Removed: Securitized debt $ — $ — $ ( 5,491,967 ) $ ( 5,491,967 )
−Removed: Derivative liabilities (1) — ( 38 ) ( 336 ) ( 374 )
−Removed: Total Liabilities Measured at Fair Value $ — $ ( 38 ) $ ( 5,492,303 ) $ ( 5,492,341 )
−Removed: Fair value as of December 31, 2023
−Removed: Level 1 Level 2 Level 3 Total
+Added: Fair Value as of December 31, 2025 Fair Value as of December 31, 2024
+Added: Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Securitized residential mortgage loans $ — $ — $ 7,999,619 $ 7,999,619 $ — $ — $ 6,197,678 $ 6,197,678
3 unchanged sentences
Legacy WMC CMBS — 42,565 — 42,565 — 52,785 — 52,785
−Removed: Legacy WMC Other Securities — — 1,156 1,156
Agency RMBS — 16,358 — 16,358 — 20,996 — 20,996
6 unchanged sentences
Total Liabilities Measured at Fair Value $ — $ ( 1,169 ) $ ( 7,177,923 ) $ ( 7,179,092 ) $ — $ ( 38 ) $ ( 5,492,303 ) $ ( 5,492,341 )
−Removed: (1) As of December 31, 2024, the Company applied a reduction in fair value of $ 11.4 million and $ 35.0 thousand to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash.
(1) As of December 31, 2025, the Company applied a reduction in fair value of $ 5.3 million and $ 1.2 million to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash.
+Added: As of December 31, 2024, the Company applied a reduction in fair value of $ 11.4 million and $ 35.0 thousand to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash, net of collateral posted by the Company's derivative counterparties.
Derivative assets and liabilities are included in the "Other assets" and "Other liabilities" line items on the consolidated balance sheets, respectively.
−Removed: Refer to Note 7 for more information on the Company's derivatives.
(2) The Company classifies highly liquid investments with original maturities of three months or less from the date of purchase as cash equivalents.
Cash equivalents may include cash invested in money market funds and are carried at cost, which approximates fair value.
−Removed: (3) The table above includes the Company's investment in AG Arc, which is included in its "Investments in debt and equity of affiliates" line item on the consolidated balance sheets, as the Company has chosen to elect the fair value option with respect to its investment pursuant to ASC 825.
−Removed: AG Mortgage Investment Trust Inc.
+Added: (3) The table above includes the Company's investment in AG Arc, which is included in its "Investments in debt and equity of affiliates" line item on the consolidated balance sheets, as the Company has elected the fair value option with respect to its investment pursuant to ASC 825.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
−Removed: The valuation of the Company’s residential mortgage loans, securitized debt relating to the Non-Agency VIEs and RPL/NPL VIEs, commercial loans, certain securities, and forward purchase commitments is determined by the Manager using third-party pricing services where available, valuation analyses from third-party pricing service providers, or model-based pricing.
+Added: The valuation of certain of the Company’s assets and liabilities, including residential mortgage loans, securitized debt, commercial loans, certain securities, loan purchase commitments and forward purchase commitments, is determined by the Manager using third-party pricing services where available, valuation analyses from third-party pricing service providers, or model-based pricing.
Third-party pricing service providers conduct independent valuation analyses based on a review of source documents, available market data, and comparable investments.
3 unchanged sentences
The Company also considers loan servicing data, as available, forward interest rates, general economic conditions, home price index forecasts, and valuations of the underlying properties.
−Removed: The variables considered most significant to the determination of the fair value of the Company's residential mortgage loans, securitized debt, commercial loans, certain securities, and forward purchase commitments include market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, loan-to-value ratios, recovery rates, reperformance rates, timeline to liquidation, and, for forward purchase commitments, pull-through rates.
+Added: The variables considered most significant to the determination of the fair value of these assets and liabilities include market-implied discount rates, projections of default rates, delinquency rates, prepayment rates, loss severity, recovery rates, reperformance rates, timeline to liquidation, and, for forward purchase commitments, pull-through rates.
The Company and third-party pricing service providers use loan level data and macro-economic inputs to generate loss adjusted cash flows and other information in determining the fair value.
−Removed: Because of the inherent uncertainty of such valuation, the fair value established for mortgage loans, securitized debt, commercial loans, certain securities, and forward purchase commitments held by the Company may differ from the fair value that would have been established if a ready market existed for these mortgage loans.
+Added: Because of the inherent uncertainty of such valuation, the fair value established for these assets and liabilities held by the Company may differ from the fair value that would have been established if a ready market existed for these mortgage loans.
Fair values for the Company’s securities and derivatives may be based upon prices obtained from third-party pricing services or broker quotations.
15 unchanged sentences
The Company did not have any transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy during the years ended December 31, 2025 and 2024.
+Added: The Company did not have any transfers of assets or liabilities between Levels 1 or 2 and Level 3 of the fair value hierarchy during the year ended December 31, 2025.
The Company transferred $ 1.6 million of residential mortgage loans and $ 5.8 million of CMBS from Level 3 to Level 2 of the fair value hierarchy during the year ended December 31, 2024.
−Removed: The Company did not have any transfers from Level 2 to Level 3 of the fair value hierarchy during the year ended December 31, 2024.
−Removed: The Company did not have any transfers during the year ended December 31, 2023.
Transfers into the Level 3 category of the fair value hierarchy occur due to instruments exhibiting indications of reduced levels of market transparency.
2 unchanged sentences
Changes in these indications could impact price transparency, and thereby cause a change in level designations in future periods.
−Removed: AG Mortgage Investment Trust Inc.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
3 unchanged sentences
Loans (1) Legacy WMC Commercial Loans Non-Agency
−Removed: RMBS Legacy WMC CMBS Legacy WMC Other Securities Derivative Assets (2) AG Arc Securitized
−Removed: Debt Derivative Liabilities (2)
+Added: RMBS Other Assets (2) AG Arc Securitized
+Added: Debt Other Liabilities (2)
Beginning balance $ 6,416,066 $ 67,005 $ 115,533 $ 204 $ 30,778 $ ( 5,491,967 ) $ ( 336 )
−Removed: Transfers (3):
−Removed: Transfers out of level 3 ( 1,629 ) — — ( 5,796 ) — — — — —
Purchases 3,032,638 — 80,731 — 15,330 — —
15 unchanged sentences
Equity in earnings/(loss) from affiliates — — — — 4,536 — —
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
Year Ended December 31, 2024
Loans (1) Legacy WMC Commercial Loans Non-Agency
−Removed: RMBS Legacy WMC CMBS Legacy WMC Other Securities Derivative Assets (2) AG Arc Securitized
−Removed: Debt Derivative Liabilities (2)
+Added: RMBS Legacy WMC CMBS Legacy WMC Other Securities Other Assets (2) AG Arc Securitized
+Added: Debt Other Liabilities (2)
Beginning balance $ 5,675,135 $ 66,303 $ 37,533 $ 5,796 $ 1,156 $ 1,172 $ 33,574 $ ( 4,711,623 ) $ ( 7 )
+Added: Transfers (5):
+Added: Transfers out of level 3 ( 1,629 ) — — ( 5,796 ) — — — — —
Purchases 1,746,012 — 95,395 — — — — — —
−Removed: Transfers from MATH (6) — — 16,408 — — — — — —
−Removed: Assets acquired/liabilities assumed from WMC 977,827 78,459 — 5,588 1,159 — — ( 837,317 ) —
Issuances of Securitized Debt — — — — — — — ( 1,372,097 ) —
2 unchanged sentences
Principal repayments ( 710,639 ) — ( 1,847 ) — — — — 657,092 —
+Added: Principal funding 2,070 — — — — — — — —
Included in net income:
10 unchanged sentences
(1) Includes Securitized residential mortgage loans.
−Removed: (2) Derivative assets and derivative liabilities are included in the "Other assets" and "Other liabilities" lines, respectively, on the consolidated balance sheets.
−Removed: (3) Transfers are assumed to occur at the beginning of the period.
+Added: (2) Other assets and Other liabilities include derivative forward purchase commitments and loan purchase commitments, if applicable.
(3) Included in the "Interest income" and "Interest expense" line items on the consolidated statement of operations for assets and liabilities, respectively.
(4) Includes transfers of residential mortgage loans to real estate owned as well as activity related to advances.
−Removed: (6) Refer to "MATH Transaction" in Note 10 for additional information.
−Removed: AG Mortgage Investment Trust Inc.
+Added: (5) Transfers are assumed to occur at the beginning of the period.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
30 unchanged sentences
100.00 % - 100.00 % ( 100.00 %)
−Removed: Loan-to-Value 42.50 % - 77.22 % ( 63.69 %)
−Removed: 42.50 % - 77.22 % ( 63.61 %)
Non-Agency RMBS
7 unchanged sentences
10.00 % - 25.00 % ( 18.17 %)
−Removed: Legacy WMC CMBS
−Removed: Consensus Pricing Offered Quotes $ — N/A $ 5,796 55.20 - 55.20 ( 55.20 )
−Removed: Legacy WMC Other Securities
−Removed: Consensus Pricing Offered Quotes $ — N/A $ 1,156 6,821.32 - 6,821.32 ( 6,821.32 )
−Removed: Derivative Assets (3)
−Removed: Yield 6.59 % - 7.70 % ( 6.72 %)
−Removed: 6.29 % - 8.32 % ( 6.81 %)
−Removed: Discounted Cash Flow Projected Collateral Prepayments $ 204 11.52 % - 25.78 % ( 19.09 %)
−Removed: $ 1,172 18.20 % - 33.78 % ( 27.00 %)
−Removed: Projected Collateral Losses 0.02 % - 2.73 % ( 0.71 %)
−Removed: 0.00 % - 0.82 % ( 0.14 %)
−Removed: Projected Collateral Severities 10.00 % - 10.00 % ( 10.00 %)
−Removed: 10.00 % - 10.00 % ( 10.00 %)
−Removed: Pull Through Percentages 65.00 % - 100.00 % ( 89.33 %)
−Removed: 60.00 % - 100.00 % ( 92.21 %)
+Added: Other Assets (4)
+Added: Yield N/A 6.59 % - 7.70 % ( 6.72 %)
+Added: Discounted Cash Flow Projected Collateral Prepayments $ — N/A $ 204 11.52 % - 25.78 % ( 19.09 %)
+Added: Projected Collateral Losses N/A 0.02 % - 2.73 % ( 0.71 %)
+Added: Projected Collateral Severities N/A 10.00 % - 10.00 % ( 10.00 %)
+Added: Pull Through Percentages N/A 65.00 % - 100.00 % ( 89.33 %)
Comparable Multiple Book Value Multiple $ 50,016 1.025 x - 1.025 x ( 1.025 x)
9 unchanged sentences
10.00 % - 26.00 % ( 19.63 %)
−Removed: Derivative Liabilities (3)
−Removed: Yield 6.58 % - 6.96 % ( 6.67 %)
−Removed: 6.47 % - 7.00 % ( 6.51 %)
−Removed: Discounted Cash Flow Projected Collateral Prepayments $ ( 336 ) 9.00 % - 26.94 % ( 18.34 %)
−Removed: $ ( 7 ) 27.36 % - 34.44 % ( 34.30 %)
−Removed: Projected Collateral Losses 0.01 % - 1.36 % ( 0.17 %)
−Removed: 0.00 % - 0.02 % ( 0.00 %)
−Removed: Projected Collateral Severities 10.00 % - 10.00 % ( 10.00 %)
−Removed: 10.00 % - 10.00 % ( 10.00 %)
−Removed: Pull Through Percentages 65.00 % - 100.00 % ( 90.48 %)
−Removed: 60.00 % - 100.00 % ( 99.22 %)
+Added: Other Liabilities (4)
+Added: Yield N/A 6.58 % - 6.96 % ( 6.67 %)
+Added: Discounted Cash Flow Projected Collateral Prepayments $ — N/A $ ( 336 ) 9.00 % - 26.94 % ( 18.34 %)
+Added: Projected Collateral Losses N/A 0.01 % - 1.36 % ( 0.17 %)
+Added: Projected Collateral Severities N/A 10.00 % - 10.00 % ( 10.00 %)
+Added: Pull Through Percentages N/A 65.00 % - 100.00 % ( 90.48 %)
(1) Amounts are weighted based on fair value.
+Added: (2) Projected collateral severities excludes assumed recoveries on certain residential mortgage loans.
+Added: The presentation as of December 31, 2024 was adjusted to conform to the December 31, 2025 presentation of projected collateral severities.
(3) Represents the proportion of the principal expected to be collected relative to the loan balances as of December 31, 2025 and 2024.
−Removed: (3) Derivative assets and derivative liabilities are included in the "Other assets" and "Other liabilities" line items, respectively, on the consolidated balance sheets.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: Other Fair Value Disclosures
−Removed: Short-term financing arrangements
−Removed: The fair value of certain of the Company's financing arrangements approximates the carrying value due to the floating interest rates that are based on an index plus a spread, which is typically consistent with those demanded in the market, and the short-term maturities of generally one year or less.
−Removed: These financing agreements are classified as Level 2.
−Removed: Legacy WMC Convertible Notes and fixed-rate long-term financing arrangements
−Removed: The following table presents the carrying value and estimated fair value of the Company's Legacy WMC Convertible Notes, Senior Unsecured Notes and fixed-rate financing arrangements with contractual maturities of greater than one year as of December 31, 2024 and 2023 (in thousands).
−Removed: The fair value of the Company's Legacy WMC Convertibles Notes and Senior Unsecured Notes may be based upon prices obtained from third-party pricing services or broker quotations and are classified as Level 2.
−Removed: The fair value of the Company's fixed-rate long-term financing arrangements may be based on a discounted cash flow valuation approach using valuation analyses of the underlying collateral sourced from third-party pricing service providers and is classified as Level 3.
−Removed: December 31, 2024 December 31, 2023
−Removed: Carrying Value (1) Estimated Fair Value Carrying Value (1) Estimated Fair Value
−Removed: Legacy WMC Convertible Notes (2) $ — $ — $ 85,266 $ 84,525
−Removed: Senior Unsecured Notes 95,721 100,715 — —
−Removed: Financing arrangements 50,122 50,711 62,972 63,175
−Removed: (1) The convertible senior unsecured notes and fixed-rate long-term financing arrangements are recorded at amortized cost in the Company's consolidated balance sheets.
−Removed: (2) The Company paid off the remaining principal amount outstanding of the Legacy WMC Convertible Notes at maturity in September 2024.
−Removed: AG Mortgage Investment Trust Inc.
+Added: (4) Other assets and Other liabilities include derivative forward purchase commitments and loan purchase commitments, if applicable.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
7 unchanged sentences
Securitized Residential Mortgage Loans (4)
−Removed: Non-Agency Loans (4) $ 370,103 $ 370,913 Jan - July 2025 6.47 % 0.16 $ 654,320 $ 301,205
−Removed: Re- and Non-Performing Loans 31,798 31,798 Feb - Mar 2025 6.54 % 0.18 50,974 44,928
+Added: Non-Agency Loans $ 428,657 $ 428,657 Jan 2026 - May 2026 5.28 % 0.16 $ 641,399 $ 370,913
+Added: Home Equity Loans 67,752 67,752 Jan 2026 - Mar 2026 4.67 % 0.11 84,064 —
+Added: Re- and Non-Performing Loans 27,264 27,264 Jan 2026 - Mar 2026 5.89 % 0.07 41,438 31,798
Residential Mortgage Loans (5)
−Removed: Agency-Eligible Loans 95,688 95,688 July 2025 6.19 % 0.57 102,145 200,617
−Removed: Home Equity Loans (4) 87,440 87,440 June 2025 6.92 % 0.44 103,962 —
−Removed: Non-Agency Loans 7,615 7,615 Apr - June 2025 6.46 % 0.16 9,666 77,345
+Added: Agency-Eligible Loans 19,490 19,490 Sep 2026 - Dec 2026 5.43 % 0.87 21,149 95,688
+Added: Home Equity Loans (6) 58,951 58,951 Jun 2026 - Jul 2026 6.27 % 0.47 142,339 87,440
+Added: Non-Agency Loans 29,817 29,817 Jun 2026 5.73 % 0.44 35,108 7,615
Legacy WMC Commercial Loans 27,436 27,436 Mar 2026 6.73 % 0.23 55,376 47,222
Non-Agency RMBS 137,386 137,386 Jan 2026 - May 2026 4.64 % 0.14 173,891 78,978
−Removed: Legacy WMC CMBS 20,416 20,416 Feb 2025 6.30 % 0.12 52,752 31,620
−Removed: Agency RMBS 2,038 2,038 Jan 2025 5.33 % 0.05 2,760 12,594
+Added: Legacy WMC CMBS 18,540 18,540 Feb 2026 - Mar 2026 5.29 % 0.16 42,538 20,416
+Added: Agency RMBS 10,857 10,857 Jan 2026 - Mar 2026 4.32 % 0.20 15,465 2,038
+Added: Other Assets 244 244 Jun 2026 5.73 % 0.44 319 —
Total Financing Arrangements $ 826,394 $ 826,394 5.27 % 0.20 $ 1,253,086 $ 742,108
1 unchanged sentence
Non-Agency Loans (9) $ 6,432,326 $ 6,265,540 N/A 5.37 % 5.73 N/A $ 5,391,413
+Added: Home Equity Loans (9) 784,881 817,889 N/A 5.81 % 2.64 N/A —
Re- and Non-Performing Loans 99,930 94,494 N/A 3.45 % 3.27 N/A 100,554
Total Securitized Debt $ 7,317,137 $ 7,177,923 5.39 % 5.42 N/A $ 5,491,967
−Removed: Legacy WMC Convertible Notes $ — $ — N/A N/A N/A N/A $ 85,266
Senior Unsecured Notes (10)
5 unchanged sentences
(2) Under the terms of the Company’s financing agreements, the Company's financing counterparties may, in certain cases, sell or re-hypothecate the pledged collateral.
+Added: (3) Financing arrangements are recorded at amortized cost on the Company's consolidated balance sheets.
+Added: The fair value of the Company's financing arrangements approximates the carrying value due to their floating interest rates and short-term maturities of generally one year or less.
+Added: Financing arrangements are classified as Level 2 of the fair value hierarchy.
(4) Amounts pledged as collateral under Securitized residential mortgage loans include certain of the Company's retained interests in securitizations.
−Removed: Refer to Note 3 for more information on the Non-Agency VIEs and RPL/NPL VIEs.
−Removed: (4) As of December 31, 2024, the weighted average stated rate on the financing arrangements on the Company's Securitized Non-Agency Loans, Home Equity Loans, and Legacy WMC Commercial Loans was 6.87 %, 6.78 %, and 7.13 %, respectively.
−Removed: (5) The Company's Residential mortgage loan financing arrangements include a maximum uncommitted borrowing capacity of $ 1.8 billion on facilities used to finance Non-Agency, Agency-Eligible Loans, and Home Equity Loans.
+Added: Refer to Note 3 for more information on the Non-Agency VIEs, Home Equity VIEs, and RPL/NPL VIEs.
+Added: (5) The Company's Residential mortgage loan financing arrangements include a maximum borrowing capacity of $ 1.6 billion on facilities used to finance Agency-Eligible, Home Equity and Non-Agency Loans, of which $ 50 million is contractually committed.
+Added: (6) The collateral fair value pledged includes $ 69.7 million of Home Equity Loans, with an unpaid principal balance of $ 66.8 million, in which the Company has no outstanding financing but has the ability to borrow at an advance rate of 87.5 % of unpaid principal balance pledged as collateral.
+Added: Of this available financing, $ 50 million is contractually committed.
(7) The holders of the securitized debt have no recourse to the general credit of the Company.
−Removed: The Company has no obligation to provide any other explicit or implicit support to the Non-Agency VIEs and RPL/NPL VIEs.
−Removed: (7) As of December 31, 2024, the weighted average funding costs are presented based on the amortized cost of the underlying securities.
−Removed: As of December 31, 2023, the weighted average funding costs are presented based on the fair value of the underlying securities.
−Removed: The weighted average funding cost of the Company's securitized debt based on the fair value of the underlying securities as of December 31, 2024 was 5.25 %.
−Removed: (8) The current face on the Company's Securitized debt in the Company's Non-Agency VIEs excludes interest only classes which have no principal balances and bear interest based on a notional balance.
−Removed: The notional balance is used solely to determine interest distributions on the interest only classes of securities.
−Removed: As of December 31, 2024, the notional balance on interest only classes of Securitized debt was $ 1.2 billion.
−Removed: In connection with the WMC acquisition in 2023, the Company assumed $ 171.2 million of financing arrangements, $ 837.3 million of securitized debt, and $ 85.2 million of Legacy WMC Convertible Notes.
−Removed: For additional information on the WMC acquisition, refer to Note 1.
−Removed: Legacy WMC Convertible Notes
−Removed: In connection with the WMC acquisition, the Merger Sub assumed, and the Company guaranteed, $ 86.25 million aggregate principal amount of Legacy WMC Convertible Notes.
−Removed: The Legacy WMC Convertible Notes had an interest rate of 6.75 % and
−Removed: AG Mortgage Investment Trust Inc.
+Added: The Company generally has no obligation to provide any other explicit or implicit support to the Non-Agency VIEs, Home Equity VIEs, and RPL/NPL VIEs.
+Added: Refer to Note 12 for commitments related to the undrawn portion of a borrowers' home equity line of credit for which the Company may be required to fund.
+Added: (8) The weighted average funding costs are calculated based on the amortized cost of the underlying securities.
+Added: (9) The current face on the Company's Securitized debt in the Company's Non-Agency VIEs and Home Equity VIEs excludes Interest Only classes which have no principal balances and bear interest based on a notional value.
+Added: The notional value is used solely to determine interest distributions on the interest only classes of securities.
+Added: As of December 31, 2025, the notional value of interest only classes of Securitized debt in the Non-Agency VIEs and Home Equity VIEs was $ 3.7 billion and $ 295.4 million, respectively.
+Added: (10) The Senior Unsecured Notes are recorded at amortized cost in the Company's consolidated balance sheets.
+Added: As of December 31, 2025, the fair value of the Senior Unsecured Notes was $ 101.7 million.
+Added: The fair value of the Senior Unsecured Notes is based upon prices obtained from third-party pricing services or broker quotations and are classified as Level 2 of the fair value hierarchy.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
−Removed: interest was paid semiannually.
−Removed: During the year ended December 31, 2024, the Company repurchased $ 7.1 million of principal amount of its outstanding Legacy WMC Convertible Notes.
−Removed: The Company paid off the remaining principal amount outstanding of the Legacy WMC Convertible Notes at maturity in September 2024.
−Removed: The below table details the total interest expense incurred on the Legacy WMC Convertible Notes during the years ended December 31, 2024 and 2023 (in thousands).
−Removed: December 31, 2024 December 31, 2023
−Removed: Coupon interest expense
−Removed: $ 3,805 $ 404
−Removed: Amortization expense
−Removed: Total interest expense $ 4,717 $ 498
Senior Unsecured Notes
2 unchanged sentences
The below table provides a summary of the Senior Unsecured Notes as of December 31, 2025 ($ in thousands).
−Removed: Principal Amount (1) Carrying Value First Pay Date Maturity
+Added: Principal Amount (1) Carrying Value Maturity
Date (2) Redemption Date (3) Rate (4)
February 2029 Senior Unsecured Notes
−Removed: $ 34,500 $ 33,028 May 15, 2024 February 15, 2029 February 15, 2026 9.500 %
+Added: $ 34,500 $ 33,327 February 15, 2029 February 15, 2026 9.500 %
May 2029 Senior Unsecured Notes
−Removed: 65,000 62,693 August 15, 2024 May 15, 2029 May 15, 2026 9.500 %
+Added: 65,000 63,131 May 15, 2029 May 15, 2026 9.500 %
(1) The Senior Unsecured Notes were issued at 100 % of the principal amount.
2 unchanged sentences
(4) The Senior Unsecured Notes bear interest at a rate equal to 9.500 % per year, payable in cash quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning on the applicable first pay date.
−Removed: The below table details the total interest expense incurred on the Senior Unsecured Notes during the year ended December 31, 2024 (in thousands).
−Removed: There was no interest expense incurred during the year ended December 31, 2023 as the Senior Unsecured Notes were issued during 2024.
+Added: The below table details the total interest expense incurred on the Senior Unsecured Notes during the years ended December 31, 2025 and 2024 (in thousands).
+Added: December 31, 2025 December 31, 2024
+Added: Coupon interest expense
+Added: $ 9,453 $ 6,926
+Added: Amortization expense
+Added: Total interest expense $ 10,190 $ 7,430
+Added: Legacy WMC Convertible Notes
+Added: In connection with the WMC acquisition, a wholly owned subsidiary of the Company assumed, and the Company guaranteed, $ 86.25 million aggregate principal amount of Legacy WMC Convertible Notes.
+Added: The Legacy WMC Convertible Notes had an interest rate of 6.75 % and interest was paid semiannually.
+Added: During the year ended December 31, 2024, the Company repurchased $ 7.1 million of principal amount of its outstanding Legacy WMC Convertible Notes.
+Added: The Company paid off the remaining principal amount outstanding of the Legacy WMC Convertible Notes at maturity in September 2024.
+Added: There was no interest expense incurred during the year ended December 31, 2025 as the Legacy WMC Convertible Notes matured in September 2024.
+Added: The below table details the total interest expense incurred on the Legacy WMC Convertible Notes during the year ended December 31, 2024 (in thousands).
December 31, 2024
2 unchanged sentences
Total interest expense $ 4,717
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Contractual maturities
1 unchanged sentence
Securitized debt is excluded from the below table as it does not have a contractual maturity.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
Within 30 Days Over 30 Days to 3 Months Over 3 Months to 12 Months Over 12 Months Total
2 unchanged sentences
Non-Agency Loans $ 154,556 $ 242,563 $ 31,538 $ — $ 428,657
+Added: Home Equity Loans 38,620 29,132 — — 67,752
Re- and Non-Performing Loans 10,518 16,746 — — 27,264
7 unchanged sentences
Agency RMBS 923 9,934 — — 10,857
+Added: Other Assets — — 244 — 244
Total Financing Arrangements $ 246,445 $ 436,504 $ 143,445 $ — $ 826,394
3 unchanged sentences
Total Senior Unsecured Notes $ — $ — $ — $ 99,500 $ 99,500
+Added: (1) The borrowers for the Company’s Legacy WMC Commercial Loans are in maturity default as of December 31, 2025.
+Added: Due to these defaults, the lender on the Company’s financing arrangements is permitted to request full repayment of the debt with respect to such assets.
+Added: The Company does not currently expect the lender to require repayment of the related outstanding financing arrangements prior to its scheduled maturity in March 2026.
Counterparties
−Removed: The Company had outstanding financing arrangements with six and seven counterparties as of December 31, 2024 and 2023, respectively.
+Added: The Company had outstanding financing arrangements with six counterparties as of December 31, 2025 and 2024.
The following table presents information as of December 31, 2025 and 2024 with respect to each counterparty that provides the Company with financing for which the Company had greater than 5% of its stockholders’ equity at risk, excluding stockholders’ equity at risk under financing through affiliated entities ($ in thousands).
7 unchanged sentences
Stockholders' Equity
−Removed: BofA Securities, Inc $ 135,141 82 25.0 % $ 131,128 236 24.8 %
Goldman Sachs Bank USA $ 153,393 103 27.4 % $ 92,220 118 17.1 %
+Added: BofA Securities, Inc 150,267 68 26.8 % 135,141 82 25.0 %
Barclays Capital Inc.
3 unchanged sentences
(1) As of December 31, 2024, the Company had less than 5 % of its equity at risk under financing arrangements with JP Morgan Securities, LLC.
−Removed: (2) Certain retained interests in securitizations are held in WMC RR 2023-1 Trust, a wholly owned subsidiary of the Company.
+Added: (2) As of December 31, 2024, certain retained interests in securitizations are held in WMC RR 2023-1 Trust, a wholly owned subsidiary of the Company.
WMC RR 2023-1 Trust issued certificates which were sold to various third-party investors.
+Added: WMC RR 2023-1 Trust matured and was paid off in July 2025.
+Added: As of December 31, 2025, the Company had no equity at risk under WMC RR 2023-1 Trust.
Financial Covenants
1 unchanged sentence
Although specific to each financing arrangement, typical supplemental terms include requirements of minimum equity and liquidity, leverage ratios, and performance triggers.
−Removed: In addition, some of the financing arrangements contain cross default features, whereby default under an agreement with one lender simultaneously causes default under agreements with other lenders.
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: addition, some of the financing arrangements contain cross default features, whereby default under an agreement with one lender simultaneously causes default under agreements with other lenders.
To the extent that the Company fails to comply with the covenants contained in these financing arrangements or is otherwise found to be in default under the terms of such agreements, the counterparty has the right to accelerate amounts due under the associated agreement.
1 unchanged sentence
As of December 31, 2025, the Company is in compliance with all of its financial covenants.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
Other assets and liabilities
13 unchanged sentences
Due to broker 1,655 48
+Added: Taxes payable 264 103
Total Other liabilities $ 42,720 $ 34,758
5 unchanged sentences
Pay Fix/Receive Float Interest Rate Swap Agreements (2) (3) Other liabilities 89,060 — 5,000 ( 4 )
−Removed: Short TBAs Other liabilities — — 9,000 ( 63 )
Forward Purchase Commitments Other assets 475 — 30,581 204
1 unchanged sentence
(1) As of December 31, 2025 and 2024, no derivatives held by the Company were designated as hedges for accounting purposes.
−Removed: (2) As of December 31, 2024, the Company applied a reduction in fair value of $ 11.4 million and $ 35.0 thousand to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash.
(2) As of December 31, 2025, the Company applied a reduction in fair value of $ 5.3 million and $ 1.2 million to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash.
+Added: As of December 31, 2024, the Company applied a reduction in fair value of $ 11.4 million and $ 35.0 thousand to its interest rate swap assets and liabilities, respectively, related to variation margin with a corresponding increase or decrease in restricted cash, net of collateral posted by the Company's derivative counterparties.
(3) As of December 31, 2025, the Company's pay fix/receive float interest rate swaps had a weighted average pay-fixed rate of 3.30 %, a weighted average receive-variable rate of 3.87 %, and a weighted average years to maturity of 4.29 years.
3 unchanged sentences
The Company must post cash or securities as collateral on its derivative instruments when their fair value declines.
−Removed: This typically occurs when prevailing market rates change adversely, with the severity of the change also dependent on the term of the derivatives involved.
+Added: This typically occurs when prevailing market rates change adversely, with the severity of the change also dependent on the term of
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: the derivatives involved.
The posting of collateral is generally bilateral, meaning that if the fair value of the Company’s derivatives increases, its counterparty must post collateral.
1 unchanged sentence
As of December 31, 2024, the Company's restricted cash balance included $ 9.3 million of collateral related to certain derivatives, of which $ 0.7 million represents cash collateral posted by the Company and $ 8.6 million represents amounts related to variation margin.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
The following table summarizes total income related to derivatives and other instruments for the years ended December 31, 2025 and 2024 (in thousands).
9 unchanged sentences
Interest Rate Swaps ( 4,098 ) ( 22,265 )
−Removed: Long TBAs — 5
Short TBAs ( 2,720 ) 24
3 unchanged sentences
Derivative activity
−Removed: The following table present information about the Company’s derivatives for the years ended December 31, 2024 and 2023 (in thousands).
−Removed: Amount Additions (1) Settlement, Termination, or Expiration (2) Ending
+Added: The following table presents information about the Company’s derivatives for the years ended December 31, 2025 and 2024 (in thousands).
+Added: Amount Buys or Covers Sales or Shorts (1) Ending
Amount Derivative
4 unchanged sentences
Year Ended December 31, 2024
−Removed: Long TBAs $ — $ 10,000 $ ( 10,000 ) $ — $ — $ —
Short TBAs $ ( 9,000 ) $ ( 121,000 ) $ 130,000 $ — $ — $ —
Interest Rate Swaps 503,000 1,067,300 ( 1,227,750 ) 342,550 — ( 4 )
−Removed: (1) For the year ended December 31, 2023, interest rate swap additions include interest rate swaps with a notional balance of $ 82.0 million acquired in the WMC acquisition.
−Removed: (2) Includes $ 60.0 million of interest rate swaps that matured during the year ended December 31, 2024.
−Removed: (3) As of December 31, 2023, the Company recorded a receivable from broker of $ 9.2 million and a fair value of $( 9.2 ) million related to its short TBAs.
−Removed: AG Mortgage Investment Trust Inc.
+Added: (1) The sales or shorts include $ 60.0 million of interest rate swaps that matured during the year ended December 31, 2024.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
8 unchanged sentences
Basic weighted average common shares outstanding 30,542 29,487
+Added: Dilutive effect of restricted stock units 20 27
Diluted weighted average common shares outstanding 30,562 29,514
10 unchanged sentences
12/15/2025 12/31/2025 1/30/2026 0.23 12/16/2024 12/31/2024 1/31/2025 0.19
−Removed: 11/20/2023 11/30/2023 1/2/2024 0.05
−Removed: 12/15/2023 12/29/2023 1/31/2024 0.05
Total $ 0.85 Total $ 0.75
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
The following tables detail the Company's preferred stock dividends declared and paid during the years ended December 31, 2025 and 2024.
17 unchanged sentences
Total $ 2.06252 $ 2.00 $ 2.233117
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
The Company conducts its operations to qualify and be taxed as a REIT.
2 unchanged sentences
The Company may, however, be subject to certain minimum state and local tax filing fees as well as certain excise, franchise, or business taxes.
−Removed: On December 6, 2023, the Company acquired WMC, an externally managed mortgage REIT.
−Removed: Refer to "WMC Acquisition" in Note 1 for additional information related to the Merger.
−Removed: The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.
Excise tax represents a non-deductible 4% tax on the required amount of the Company’s ordinary income and net capital gains not distributed during the year.
The expense is calculated in accordance with applicable tax regulations.
−Removed: The Company recognized estimated excise tax expense of $ 0.1 million during the year ended December 31, 2024 which is recorded in the "Non-investment related expenses" line item on the consolidated statement of operations.
−Removed: The Company did no t recognize any excise tax during the year ended December 31, 2023.
+Added: The below table details excise tax expense for the years ended December 31, 2025 and 2024, which is recorded in the “Non-investment related expenses” line item on the consolidated statement of operations (in thousands).
+Added: December 31, 2025
+Added: December 31, 2024
+Added: Excise tax expense (1) $ ( 110 ) $ 103
+Added: (1) During the year ended December 31, 2025, the Company did not incur any excise tax and recorded a reduction in excise tax of $ 0.1 million related to an excise tax refund.
REIT Net Operating Loss and Net Capital Loss Carryforwards
−Removed: As of December 31, 2023, the Company had federal net operating loss ("NOL") carryforwards of $ 2.1 million which were fully utilized to offset taxable ordinary income and reduce its REIT distribution requirements for the year ended December 31, 2024.
−Removed: In connection with the Merger, the Company obtained NOL carryforwards of $ 321.6 million, of which $ 223.8 million do not have an expiration date and can be carried forward indefinitely.
−Removed: However, the Company’s use of the NOLs obtained in the Merger is limited under Section 382 of the Internal Revenue Code.
−Removed: The Company used $ 2.1 million of these NOLs to reduce its REIT distribution requirements for the year ended December 31, 2024.
−Removed: As of December 31, 2024, the remaining NOL carryforwards obtained in the Merger is $ 319.4 million.
−Removed: As of December 31, 2024 and 2023, the Company had estimated net capital loss ("NCL") carryforwards of $ 278.9 million and $ 293.6 million, respectively, the majority of which were generated during the year ended December 31, 2020 and will expire in 2025.
+Added: In connection with the WMC acquisition, the Company obtained federal net operating loss ("NOL") carryforwards of $ 321.6 million, of which $ 223.8 million do not have an expiration date and can be carried forward indefinitely.
+Added: However, the Company’s use of the NOLs obtained in the WMC acquisition is limited under Section 382 of the Internal Revenue Code.
+Added: As of December 31, 2025 and 2024, the remaining NOL carryforwards obtained in the WMC acquisition were $ 317.3 million and $ 319.4 million, respectively.
+Added: As of December 31, 2025 and 2024, the Company had estimated net capital loss ("NCL") carryforwards of $ 63.9 million and $ 278.9 million, respectively.
These NCL carryforwards (which exclude the NCLs acquired from WMC) can be utilized to offset future net gains from the sale of capital assets.
−Removed: In connection with the Merger, the Company obtained NCL carryforwards of $ 143.1 million, of which
−Removed: AG Mortgage Investment Trust Inc.
+Added: NCL carryforwards of $ 225.7 million were generated during the year ended December 31, 2020 and any unutilized NCL carryforwards expired on December 31, 2025.
+Added: In connection with the WMC acquisition, the Company obtained NCL carryforwards.
+Added: As of December 31, 2025 and 2024, these estimated NCL carryforwards were $ 153.9 million and $ 150.6 million, respectively.
+Added: These NCL carryforwards will expire between 2026 and 2030.
+Added: However, the Company’s use of these NCLs is limited under Sections 382 and 383 of the Internal Revenue Code.
+Added: Reconciliation of Statutory Tax Rate to Effective Tax Rate
+Added: The following is a reconciliation of the statutory federal rate to the effective rates for the year ended December 31, 2025 ($ in thousands).
+Added: Year Ended December 31, 2025
+Added: Amount Percent
+Added: Statutory federal income tax $ 10,406 21.0 %
+Added: State taxes, net of federal benefit 260 0.5 %
+Added: Nontaxable or nondeductible items:
+Added: REIT (income)/loss not subject to corporate income tax ( 8,952 ) ( 18.0 ) %
+Added: Differences in taxable income/(loss) from GAAP net income/(loss) 2,295 4.6 %
+Added: Changes in valuation allowance ( 3,121 ) ( 6.3 ) %
+Added: Income tax expense / effective tax rate $ 888 1.8 %
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
−Removed: a majority expire between 2027 and 2028.
−Removed: However, the Company’s use of these obtained NCLs is limited under Sections 382 and 383 of the Internal Revenue Code.
Taxable REIT Subsidiaries
6 unchanged sentences
federal, state, and local corporate statutory tax rate primarily due to income earned at the REIT, which is not subject to tax due to the deduction for qualifying distributions made by the Company, and any change in the valuation allowance as disclosed in further detail below.
−Removed: The tax expense attributable to its TRSs is recorded in the "Non-investment related expenses" line item on the consolidated statement of operations.
+Added: The tax expense attributable to its TRSs is recorded in the "Income tax expense" line item on the consolidated statement of operations.
The below table details the tax expense attributable to its TRSs for the years ended December 31, 2025 and 2024 (in thousands).
1 unchanged sentence
December 31, 2024
−Removed: Tax Expense $ 112 $ 250
+Added: Federal $ 559 $ —
+Added: State and Local 329 112
+Added: Income Tax Expense $ 888 $ 112
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting and tax reporting purposes at the TRS level.
10 unchanged sentences
As of December 31, 2025 and 2024, the Company’s TRSs had an estimated gross NOL carryforward of $ 115.3 million and $ 130.5 million, respectively.
−Removed: The NOL carryforwards as of December 31, 2024 generated prior to 2018 includes $ 4.6 million which will expire between 2033 and 2037.
−Removed: The remaining net operating losses can be carried forward indefinitely.
+Added: The NOL carryforwards as of December 31, 2025 can be carried forward indefinitely.
In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
8 unchanged sentences
The Company did no t incur any interest or penalties during the years ended December 31, 2025 and 2024.
−Removed: AG Mortgage Investment Trust Inc.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
4 unchanged sentences
Pursuant to the terms of the management agreement, which became effective July 6, 2011 (upon the consummation of the Company’s initial public offering (the "IPO")), the Manager provides the Company with its management team, including its officers, along with appropriate support personnel.
−Removed: Each of the Company’s officers is an employee of TPG Angelo Gordon.
+Added: Each of the Company’s officers is an employee of TPG or its affiliates.
The Company does not have any employees.
−Removed: The Manager has delegated to TPG Angelo Gordon the overall responsibility of its day-to-day duties and obligations arising under the Company’s management agreement.
+Added: The Manager has delegated to TPG Angelo Gordon, an affiliate of TPG, the overall responsibility of its day-to-day duties and obligations arising under the Company’s management agreement.
Below is a description of the fees and reimbursements provided in the management agreement.
−Removed: On November 1, 2023, TPG completed the acquisition of TPG Angelo Gordon (the "TPG Transaction"), pursuant to which TPG Angelo Gordon, including the Manager, became indirect subsidiaries of TPG.
−Removed: Pursuant to the management agreement with the Manager, the closing of the TPG Transaction resulted in an assignment of the management agreement.
−Removed: The independent directors of the Company's Board of Directors unanimously consented to such assignment on July 31, 2023 in advance of the TPG Transaction closing.
−Removed: There were no changes to the management agreement in connection with the TPG Transaction and the assignment of the management agreement became effective upon the closing of the TPG Transaction.
−Removed: In connection with the Merger with WMC, which was completed on December 6, 2023, and contemporaneously with the execution of the Merger Agreement, on August 8, 2023, the Company and the Manager entered into the MITT Management Agreement Amendment, pursuant to which (i) the Manager’s base management fee will be reduced by $ 0.6 million for the first four quarters following the Effective Time, beginning with the fiscal quarter in which the Effective Time occurs (i.e., resulting in an aggregate $ 2.4 million waiver of base management fees), and (ii) the Manager will waive its right to seek reimbursement from the Company for any expenses otherwise reimbursable by the Company under the management agreement in an amount equal to approximately $ 1.3 million, which is the excess of $ 7.0 million over the aggregate Per Share Additional Manager Consideration paid by the Manager to the holders of WMC Common Stock under the Merger Agreement.
−Removed: The MITT Management Agreement Amendment became effective automatically upon the closing of the Merger.
+Added: In connection with the WMC acquisition, which was completed on December 6, 2023, and contemporaneously with the execution of the Merger Agreement, on August 8, 2023, the Company and the Manager entered into the MITT Management Agreement Amendment, pursuant to which (i) the Manager’s base management fee will be reduced by $ 0.6 million for the first four quarters following the Effective Time, beginning with the fiscal quarter in which the Effective Time occurs (i.e., resulting in an aggregate $ 2.4 million waiver of base management fees), and (ii) the Manager will waive its right to seek reimbursement from the Company for any expenses otherwise reimbursable by the Company under the management agreement in an amount equal to approximately $ 1.3 million, which is the excess of $ 7.0 million over the aggregate Per Share Additional Manager Consideration paid by the Manager to the holders of WMC Common Stock under the Merger Agreement.
+Added: The MITT Management Agreement Amendment became effective automatically upon the closing of the WMC acquisition.
Management fee
7 unchanged sentences
Management fee to affiliate (1) $ 9,266 $ 7,533
−Removed: (1) For the year ended December 31, 2024 and 2023, the Manager agreed to waive its right to receive management fees of $ 1.8 million and $ 0.6 million pursuant to the MITT Management Agreement Amendment executed in connection with the Merger.
+Added: (1) For the year ended December 31, 2024, the Manager agreed to waive its right to receive management fees of $ 1.8 million pursuant to the MITT Management Agreement Amendment executed in connection with the WMC acquisition.
As of December 31, 2025 and 2024, the Company recorded management fees payable of $ 2.3 million and $ 2.3 million, respectively.
The management fee payable is included within the "Due to affiliates" item within the "Other liabilities" line item on the consolidated balance sheets.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
Incentive fee
The Manager is entitled to an annual incentive fee with respect to each applicable fiscal year, which will be equal to 15 % of the amount by which the Company's cumulative adjusted net income from November 22, 2021 exceeds the cumulative hurdle amount, which represents an 8 % return (cumulative, but not compounding) on an equity hurdle base consisting of the sum of (i) $ 341.5 million and (ii) the gross proceeds of any subsequent public or private common stock offerings by the Company.
−Removed: The annual incentive fee will be payable in cash, or, at the option of the Company's Board of Directors, shares of common stock or a combination of cash and shares.
+Added: The annual incentive fee will be payable in cash, or, at the option of the Company's Board of Directors, shares of common stock or a
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: combination of cash and shares.
During the years ended December 31, 2025 and 2024, the Company did no t incur any incentive fee expense.
16 unchanged sentences
Expense reimbursements to Manager or its affiliates $ 7,584 $ 6,800
−Removed: (1) For the years ended December 31, 2024 and 2023, the Manager agreed to waive its right to receive expense reimbursements of $ 1.1 million and $ 1.7 million, respectively.
+Added: (1) For the year ended December 31, 2024, the Manager agreed to waive its right to receive expense reimbursements of $ 1.1 million, pursuant to the MITT Management Agreement Amendment executed in connection with the WMC acquisition.
As of December 31, 2025 and 2024, the Company recorded a reimbursement payable to the Manager or its affiliates of $ 2.1 million and $ 1.7 million, respectively.
−Removed: The reimbursement payable to the Manager or its affiliates is included within the "Due to affiliates" item within the "Other liabilities" line item on the consolidated balance sheets.
+Added: The reimbursement payable to the Manager or its affiliates is included within the "Due to affiliates" line item within the "Other liabilities" line item on the consolidated balance sheets.
Investments in debt and equity of affiliates
The Company invests in credit sensitive residential assets through affiliated entities which hold an ownership interest in the assets.
−Removed: The Company is one investor, amongst other investors managed by affiliates of TPG Angelo Gordon, in such entities and has applied the equity method of accounting for such investments.
−Removed: AG Mortgage Investment Trust Inc.
+Added: The Company is one investor, amongst other investors managed by affiliates of TPG, in such entities and has applied the equity method of accounting for such investments.
+Added: On December 9, 2015, the Company, alongside private funds managed by TPG or its affiliates, through AG Arc formed Arc Home.
+Added: As of December 31, 2025 and 2024, the Company had an approximate 66.0 % and 44.6 % interest in AG Arc, respectively.
+Added: Arc Home is a multi-channel licensed mortgage originator and servicer primarily engaged in the business of originating and selling residential mortgage loans while retaining the mortgage servicing rights associated with certain loans that it originates.
+Added: Arc Home is led by an external management team.
+Added: The Company elected the fair value option with respect to
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
−Removed: On December 9, 2015, the Company, alongside private funds managed by TPG Angelo Gordon, through AG Arc, one of the Company’s indirect affiliates, formed Arc Home.
−Removed: The Company has an approximate 44.6 % interest in AG Arc.
−Removed: Arc Home originates residential mortgage loans and retains the mortgage servicing rights associated with certain loans it originates.
−Removed: Arc Home is led by an external management team.
−Removed: The Company has chosen to make a fair value election with respect to its investment in AG Arc pursuant to ASC 825.
+Added: its investment in AG Arc pursuant to ASC 825.
The Company elected to treat its investment in AG Arc as a taxable REIT subsidiary.
−Removed: On August 29, 2017, the Company, alongside private funds managed by TPG Angelo Gordon, formed MATH to conduct a residential mortgage investment strategy.
+Added: On August 1, 2025, the Company purchased an additional 21.4 % interest in AG Arc from certain private funds managed by an affiliate of TPG.
+Added: In connection with the acquisition, the Company issued 2,027,676 restricted shares of the Company’s common stock as consideration.
+Added: The Company continues to account for its investment in AG Arc using the equity method as it maintains significant influence, however does not have control over major decisions affecting AG Arc’s operations and financial policies.
+Added: On August 29, 2017, the Company, alongside private funds managed by TPG or its affiliates, formed Mortgage Acquisition Holding I LLC ("MATH") to conduct a residential mortgage investment strategy.
MATH in turn sponsored the formation of Mortgage Acquisition Trust I LLC ("MATT") to purchase predominantly Non-QM Loans.
MATT made an election to be treated as a REIT beginning with the 2018 tax year.
−Removed: As of December 31, 2024, the Company has an approximate 47.0 % interest in MATH.
−Removed: Refer to the "MATH Transaction" section below for additional details on the Company's increase in ownership interest during 2023.
−Removed: As of December 31, 2024, MATH, through its wholly owned subsidiary MATT, only holds risk-retention tranches from past securitizations which continue to pay down and the Company does not expect MATT to acquire additional investments.
−Removed: On May 15, 2019 and November 14, 2019, the Company, alongside private funds managed by TPG Angelo Gordon, formed LOT SP I LLC and LOT SP II LLC, respectively, (collectively, "LOTS").
−Removed: The Company had an approximate 47.5 % and 50.0 % interest in LOT SP I LLC and LOT SP II LLC, respectively.
−Removed: LOTS were formed to originate first mortgage loans to third-party land developers and home builders for the acquisition and horizontal development of land ("Land Related Financing").
−Removed: During the year ended December 31, 2023, the Land Related Financing assets held within LOTS paid off in full.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
+Added: The Company has an approximate 47.0 % interest in MATH.
+Added: MATH, through its wholly owned subsidiary MATT, only holds risk-retention tranches from past securitizations which continue to pay down and the Company does not expect MATT to acquire additional investments.
Summary of investments in debt and equity of affiliates and related earnings
4 unchanged sentences
Non-QM Securities (1) $ 9,439 $ — $ 9,439 $ ( 1,167 ) $ 13,304 $ — $ 13,304 $ 1,289
−Removed: Land Related Financing — — — — — — — 758
Re/Non-Performing Securities 599 — 599 ( 137 ) 2,462 ( 588 ) 1,874 711
6 unchanged sentences
Refer to "Transactions with Arc Home" below for more information on this accounting policy.
+Added: (3) As of December 31, 2025 and 2024, the Company had an approximate 66.0 % and 44.6 % interest in AG Arc, respectively.
Transactions with affiliates
1 unchanged sentence
In connection with the Company’s investments in residential mortgage loans, the Company engages asset managers to provide advisory, consultation, asset management, and other services.
−Removed: The Company engaged Red Creek Asset Management LLC (the "Asset Manager"), a related party of the Manager and direct subsidiary of TPG Angelo Gordon, as the asset manager for certain of its residential mortgage loans.
+Added: The Company engaged Red Creek Asset Management LLC (the "Asset Manager"), a related party of the Manager and subsidiary of TPG, as the asset manager for certain of its residential mortgage loans.
The Company pays the Asset Manager asset management fees which are assessed periodically by a third-party valuation firm.
5 unchanged sentences
Asset management fees payable are included within the "Due to affiliates" item within the "Other liabilities" line item on the consolidated balance sheets.
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Transactions with Arc Home
Arc Home may sell loans to the Company, third-parties, or affiliates of the Manager.
−Removed: The below table details the unpaid principal balance of Non-Agency Loans and Agency-Eligible Loans sold to the Company and private funds under the management of TPG Angelo Gordon during the years ended December 31, 2024 and 2023 (in thousands).
+Added: The below table details the unpaid principal balance of residential mortgage loans sold to the Company during the years ended December 31, 2025 and 2024 (in thousands).
December 31, 2025 December 31, 2024
Residential mortgage loans sold by Arc Home to the Company $ 137,661 $ 432,543
−Removed: Residential mortgage loans sold by Arc Home to private funds under the management of TPG Angelo Gordon 429,107 331,382
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
In connection with the sale of loans from Arc Home to the Company, the Company eliminates any intra-entity profits or losses typically recognized through the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statement of operations and adjusts the cost basis of the underlying loans resulting in unrealized gains or losses on the underlying loans.
2 unchanged sentences
Intra-Entity Profits Eliminated $ 411 $ 1,107
−Removed: As of December 31, 2022, the Company recorded a $ 0.5 million receivable from Arc Home related to certain loans purchased from Arc Home which was recorded within the "Other assets" line item on the consolidated balance sheets.
−Removed: The Company received payment for the full amount from Arc Home during the year ended December 31, 2023.
The Company enters into forward purchase commitments with Arc Home whereby the Company commits to purchase residential mortgage loans from Arc Home at a particular price on a best-efforts basis.
2 unchanged sentences
From time to time, the Company may determine that certain loans it has previously committed to purchase will be sold to third parties and, as a result, the derivative will be settled on a net basis with Arc Home.
−Removed: See Note 7 and Note 12 for more detail.
+Added: See Note 7 and Note 12, if applicable, for more detail.
Transactions under the Company's Affiliated Transaction Policy
3 unchanged sentences
Date Transaction Fair Value (1) Pricing Methodology
−Removed: June 2023 Purchase of Real Estate Securities $ 0.3 Competitive bidding process (2)
−Removed: November 2023 Purchase of Real Estate Securities (4) 4.8 Third party pricing vendors (3)
−Removed: November 2023 Purchase of MATH (4) 0.9 Third party pricing vendors (3)
+Added: June 2025 Purchase of Re/Non-Performing Securities (2) $ 0.1 Third party pricing vendors (3)
+Added: August 2025 Purchase of AG Arc (4) (5) 15.7 Third party pricing vendors (3)
(1) As of the transaction date.
−Removed: (2) The Company submitted an offer to purchase the securities from an affiliate of the Manager in a competitive bidding process, which allowed the Company to confirm third-party market pricing and best execution.
+Added: (2) The Company purchased an additional interest in certain re/non-performing securities which are recorded within the “Investments in debt and equity of affiliates” line item on the consolidated balance sheets.
(3) Pricing was based on valuations prepared by third-party pricing vendors in accordance with the Company's policy.
−Removed: (4) Refer to the "MATH Transaction" below.
−Removed: MATH Transaction
−Removed: In November 2023, the Company's 44.6 % allocation of certain bonds retained from past securitizations and held through its investment in MATH was transferred directly to the Company and the Company purchased an additional 13.1 % of these bonds from other funds managed by TPG Angelo Gordon who were invested in MATH alongside the Company.
−Removed: These bonds are currently recorded in the Company's "Real estate securities, at fair value" line item on the consolidated balance sheets.
−Removed: Additionally, the Company purchased an additional interest in MATH from other funds managed by TPG Angelo Gordon, increasing its ownership interest in MATH from 44.6 % to 47.0 %.
−Removed: Subsequent to this transaction, MATH, through its wholly owned subsidiary MATT, only holds risk-retention tranches from past securitizations which continue to pay down and the Company does not expect MATT to acquire additional investments.
+Added: (4) The Company’s Board of Directors, including its independent directors, approved the transaction and obtained a fairness opinion from a third party financial advisor.
+Added: (5) Refer to “Investments in debt and equity of affiliates - Arc Home” above for additional information on this transaction.
Stock repurchase programs
2 unchanged sentences
The Company may repurchase shares of its common stock from time to time in compliance with SEC regulations and other legal requirements.
−Removed: The extent to which the Company repurchases its shares, and the timing, manner, price, and amount of any such repurchases, will depend upon a variety of factors including market conditions and other corporate considerations as determined by the Company’s management, as
−Removed: AG Mortgage Investment Trust Inc.
+Added: The extent to which the Company repurchases its shares, and the timing, manner, price, and amount of any such repurchases, will depend upon a variety of factors including market conditions and other corporate considerations as determined by the Company’s management, as well as the limits of the 2022 Repurchase Program and the Company's liquidity and business strategy.
+Added: The 2022 Repurchase Program does not obligate the Company to acquire any particular amount of shares and may be modified or discontinued at any
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
−Removed: well as the limits of the 2022 Repurchase Program and the Company's liquidity and business strategy.
−Removed: The 2022 Repurchase Program does not obligate the Company to acquire any particular amount of shares and may be modified or discontinued at any time.
As of December 31, 2025, approximately $ 1.5 million of common stock remained authorized for future share repurchases under the 2022 Repurchase Program.
−Removed: The table below details the Company's share repurchases under the 2022 Repurchase Program during the year ended December 31, 2023.
−Removed: The Company did no t repurchase common stock during the year ended December 31, 2024.
−Removed: Three Months Ended (1) Total Number of Shares Purchased Weighted Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Program Maximum Approximate Dollar Value that May Yet Be Purchased Under the Program (2)
−Removed: March 31, 2023 923,261 $ 5.68 923,261 $ 2,569,940
−Removed: June 30, 2023 187,020 5.93 187,020 1,461,810
−Removed: September 30, 2023 — — — 1,461,810
−Removed: December 31, 2023 — — — 1,461,810
−Removed: 2023 Total 1,110,281 $ 5.72 1,110,281 $ 1,461,810
−Removed: (1) Based on trade date.
−Removed: (2) Includes brokerage commissions and clearing fees.
+Added: The Company did no t repurchase common stock during the years ended December 31, 2025 and 2024.
On May 4, 2023, the Company's Board of Directors authorized a stock repurchase program (the "2023 Repurchase Program") to repurchase up to $ 15.0 million of the Company’s outstanding common stock on substantially the same terms as the 2022 Repurchase Program.
6 unchanged sentences
Restricted stock grants
−Removed: Equity Incentive Plan
−Removed: Effective on April 15, 2020 upon the approval of the Company's stockholders at its 2020 annual meeting of stockholders, the 2020 Equity Incentive Plan provides for a maximum of 666,666 shares of common stock to be issued.
−Removed: The maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during any fiscal year, shall not exceed $ 300,000 in total value (calculating the value of any such awards based on the grant date fair value).
−Removed: As of December 31, 2024, 259,010 shares of common stock were available to be awarded under the 2020 Equity Incentive Plan.
−Removed: Since inception of the 2020 Equity Incentive Plan and through December 31, 2024, the Company has granted an aggregate of 249,284 shares of restricted common stock to its independent directors under its 2020 Equity Incentive Plan, all of which have vested.
−Removed: On December 6, 2023, in connection with the WMC acquisition, the Company granted an aggregate 25,962 restricted stock units to the Company's two independent directors added to the Company's Board of Directors who previously served on WMC's board of directors.
−Removed: Through December 31, 2024, the two independent directors have also been granted an aggregate of 2,410 dividend equivalent units.
−Removed: These restricted stock units and associated dividend equivalent units vested in full on June 23, 2024, and will be settled in shares of the Company's common stock upon each independent director's separation from service with the Company.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: On December 18, 2024, the Company granted an aggregate of 130,000 restricted shares of common stock to certain employees of the Manager, including certain of the Company's executive officers, under the 2020 Equity Incentive Plan.
−Removed: These awards vest ratably in three annual installments beginning in January 2026, subject to continued employment with the Manager.
−Removed: Manager Equity Incentive Plan
+Added: Equity Incentive Plans
+Added: On May 5, 2025, following approval by stockholders at the Company’s annual stockholders meeting, the Company’s 2025 Equity Incentive Plan (the “2025 Equity Incentive Plan”) became effective.
+Added: The maximum number of shares of the Company’s common stock that could be issued under the 2025 Equity Incentive Plan was 800,000 shares of common stock, plus 220,781 shares of common stock (which reflects the number of shares that remained available for issuance under the equity incentive plan approved in 2020 (the “2020 Equity Incentive Plan”) as of May 4, 2025), plus 130,000 shares of common stock that remained subject to outstanding awards under the 2020 Equity Incentive Plan but only to the extent that such shares become forfeited or otherwise lapse.
+Added: As a result of the adoption of the 2025 Equity Incentive Plan, no additional awards will be granted under the 2020 Equity Incentive Plan (although awards previously made under the 2020 Equity Incentive Plan will remain in effect subject to the terms of the 2020 Equity Incentive Plan and the applicable award agreement).
+Added: Since inception of the 2025 Equity Incentive Plan and through December 31, 2025, the Company has granted an aggregate 25,401 shares of restricted common stock and 870 dividend equivalent units to its independent directors, all of which have vested.
+Added: As of December 31, 2025, there were 994,510 remaining shares available to be issued under the 2025 Equity Incentive Plan.
+Added: As of December 31, 2025, the Company has 12,981 restricted stock units and 2,919 associated dividend equivalent units outstanding, all of which are fully vested and held by one of the Company’s independent directors.
+Added: These units will be settled on a one -for-one basis in shares of the Company's common stock upon the director's separation from service with the Company.
+Added: Manager Equity Incentive Plans
Following approval of the Company's stockholders at its 2021 annual meeting of stockholders, the AG Mortgage Investment Trust, Inc.
1 unchanged sentence
As of December 31, 2025, there were no shares or awards issued under the 2021 Manager Plan.
−Removed: Following the execution of the Third Amendment to the management agreement in November 2021 related to the incentive fee, the Company's compensation committee no longer expects to continue its historical practice of making periodic equity grants to the Manager pursuant to the 2021 Manager Equity Incentive Plan.
+Added: Following the execution of the Third Amendment to the management agreement in November 2021 related to the incentive fee, the Company's compensation committee no longer expects to continue its historical practice of making periodic equity grants to the Manager pursuant to the 2021 Manager Plan.
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
Restricted Stock Awards and Restricted Stock Units
9 unchanged sentences
(2) The grant date fair value of the restricted stock awards issued to certain employees of the Manager and the restricted stock units issued are based on the closing market price of the Company's common stock at the grant date.
−Removed: Equity based compensation of $ 0.7 million and $ 0.4 million was expensed during the years ended December 31, 2024 and 2023, respectively.
+Added: Equity based compensation of $ 0.7 million and $ 0.7 million was expensed during the years ended December 31, 2025 and 2024, respectively, and was recorded within the "Non-investment related expense" line item on the consolidated statement of operations.
Compensation costs related to restricted stock awards issued to the Company's independent directors represent the grant date fair value of the restricted stock as the shares issued are fully vested and non-forfeitable.
−Removed: Compensation costs related to any unvested restricted stock and restricted stock units are amortized into expense over the vesting period on a straight-line basis.
Director compensation
−Removed: As of December 31, 2024, the Company's Board of Directors consisted of six independent directors.
+Added: As of December 31, 2025, the Company's Board of Directors consisted of four independent directors.
The annual base director's fee for each independent director is $ 150,000 , $ 70,000 of which is payable on a quarterly basis in cash and $ 80,000 of which is payable on a quarterly basis in shares of restricted common stock.
3 unchanged sentences
These shares may not be sold or transferred by such director during the time of their service as an independent member of the Company’s Board of Directors.
−Removed: In addition to the annual base director's fee, the non-executive chair of the Board receives an annual fee of $ 60,000 , of which $ 30,000 is payable in cash and $ 30,000 is payable in shares of restricted common stock, the chair of the Audit Committee receives an annual fee of $ 25,000 , and the chairs of the Compensation and Nominating and Corporate Governance Committees each receive an annual fee of $ 10,000 .
−Removed: As part of the WMC acquisition, two independent board members who previously served on WMC's board of directors were appointed to the Company's board of directors.
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
+Added: In addition to the annual base director's fee, the non-executive chair of the Company's Board of Directors receives an annual fee of $ 60,000 , of which $ 30,000 is payable in cash and $ 30,000 is payable in shares of restricted common stock, the chair of the Audit Committee receives an annual fee of $ 25,000 , and the chairs of the Compensation and Nominating and Corporate Governance Committees each receive an annual fee of $ 10,000 .
Equity distribution agreements
2 unchanged sentences
(collectively, the "2024 Sales Agents"), pursuant to which the Company may sell up to $ 75.0 million aggregate offering price of shares of its common stock from time to time through an "at-the-market" equity offering program under which the 2024 Sales Agents will act as sales agent.
−Removed: Prior to entering into the 2024 Equity Distribution Agreements, effective November 6, 2024, the Company terminated the equity distribution agreements related to its prior at-the-market program (the "Equity Distribution Agreements").
−Removed: At the time of such termination, $ 51.7 million remained unsold under the prior program.
−Removed: The Company did no t issue any shares of common stock under the 2024 Equity Distribution Agreements or the Equity Distribution Agreements during the years ended December 31, 2024 and 2023.
+Added: Prior to entering into the 2024 Equity Distribution Agreements, effective November 6, 2024, the Company terminated the equity distribution agreements related to its prior at-the-market program.
+Added: The Company did no t issue any shares of common stock under any of its equity distribution agreements then in effect during the years ended December 31, 2025 and 2024.
Shelf registration statement
2 unchanged sentences
Upon effectiveness of the 2024 Registration Statement, the Company's previous S-3 registration statement filed in 2021 was terminated.
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: Acquisition of additional interest in AG Arc
+Added: On August 1, 2025, in connection with the acquisition of an additional 21.4 % interest in AG Arc, the Company issued 2,027,676 restricted shares of the Company’s common stock (the “Holder Shares”) to certain funds managed by an affiliate of TPG (the “Holders”) as consideration.
+Added: Refer to Note 10 for additional information.
+Added: Pursuant to the registration rights agreement the Company entered into with the Holders, in August 2025, the Company filed a resale shelf registration statement on Form S-3 registering the resale of all the Holder Shares, which was declared effective by the Securities and Exchange Commission in August 2025.
Preferred stock
18 unchanged sentences
Under such circumstances, holders of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock voting together as a single class with the holders of all other classes or series of its preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board of Directors until all unpaid dividends have been paid or declared and set apart for payment.
−Removed: In addition, certain material and adverse changes to the terms of any series of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock cannot be made without the affirmative vote of
−Removed: AG Mortgage Investment Trust Inc.
−Removed: and Subsidiaries
−Removed: Notes to Consolidated Financial Statements
−Removed: holders of at least two-thirds of the outstanding shares of the series of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock whose terms are being changed.
+Added: In addition, certain material and adverse changes to the terms of any series of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of the series of the Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock whose terms are being changed.
Commitments and Contingencies
1 unchanged sentence
As of December 31, 2025, the Company was not involved in any material legal proceedings.
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
The below table details the Company's outstanding commitments as of December 31, 2025 (in thousands).
Commitment Type Date of Commitment Total Commitment Funded Commitment Remaining Commitment
−Removed: Non-Agency and Agency-Eligible Loans (1) Various $ 67,169 $ — $ 67,169
+Added: Agency-Eligible Loans (1) Various $ 492 $ — $ 492
Home Equity Loans (2) Various 150,076 135,804 14,272
Total $ 150,568 $ 135,804 $ 14,764
−Removed: (1) The Company entered into forward purchase commitments to acquire certain Non-Agency and Agency-Eligible Loans from Arc Home which have not yet settled as of December 31, 2024.
+Added: (1) The Company entered into forward purchase commitments to acquire certain loans from Arc Home which have not yet settled as of December 31, 2025.
+Added: The total commitment amount represents the agreed upon purchase price of any outstanding unpaid principal balance the Company has committed to purchase.
Refer to Note 10 "Transactions with affiliates" for more information.
−Removed: (2) The remaining commitment amount represents the undrawn portion of a borrowers' home equity line of credit.
+Added: (2) Represents the undrawn portion of a borrowers' home equity line of credit for which the Company may be required to fund including $ 10.7 million, $ 2.3 million, and $ 1.3 million related to "Residential mortgage loans, at fair value," "Real estate securities, at fair value," and "Securitized residential mortgage loans, at fair value," respectively.
Segment Reporting
−Removed: The Company operates its business as a single operating and reportable segment, Loans and Securities, as its business focuses on acquiring, investing in and financing residential mortgage-related assets in the U.S.
−Removed: mortgage market.
−Removed: The Company’s investment activities primarily include acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market.
−Removed: The Company obtains its residential mortgage loans through Arc Home or through other third-party origination partners.
−Removed: The Company finances its acquired loans through various financing lines on a short-term basis and utilizes TPG Angelo Gordon’s proprietary securitization platform to secure long-term, non-recourse, non-mark-to-market financing as market conditions permit.
−Removed: The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer.
−Removed: The CODM manages the business and reviews financial information presented on a consolidated basis.
−Removed: The CODM uses consolidated net income reported on the consolidated statements of operations as the primary measure to make resource allocation decisions and evaluate the performance of the Company.
−Removed: Operating expenses include management fees, non-investment related expenses, investment related expenses and transaction related expenses.
−Removed: The CODM is regularly provided operating expenses as presented on the consolidated statements of operations when evaluating the Company’s net income.
−Removed: There is no difference between segment assets and total consolidated assets as presented on the consolidated balance sheets.
−Removed: As the Company operates as a single segment, the accounting policies utilized by the segment are consistent with those included in the Consolidated Financial Statements here within.
−Removed: AG Mortgage Investment Trust Inc.
+Added: As of December 31, 2025, the Company's reportable segments include (i) Loans and Securities and (ii) Arc Home.
+Added: Segment information for prior periods has been updated to conform to the current year presentation.
+Added: The structure of the reportable segments is differentiated by the financial information used by the Chief Operating Decision Maker (“CODM”) and the nature of the Company’s business activities, which is consistent with the reporting structure of the Company’s internal organization.
+Added: The Company’s CODM is its Chief Executive Officer.
+Added: The CODM uses net income/(loss) reported on the consolidated statements of operations as the primary measure to make resource allocation decisions and evaluate the segment results.
+Added: The CODM is regularly provided operating expenses as presented on the consolidated statements of operations when evaluating the Company’s net income/(loss).
+Added: The accounting policies applied to the segments are the same as those described in Note 2 to the "Notes to Consolidated Financial Statements." Activities that are not directly attributable or not allocated to either of the reportable segments are reported within "Other" below as a reconciling item to the Company’s consolidated financial statements.
+Added: Other activities primarily consist of cash and related interest income, the Senior Unsecured Notes and related interest expense, management fees, non-investment related expenses, and preferred stock dividends.
+Added: Loans and Securities Segment
+Added: The Loans and Securities segment is primarily focused on acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market.
+Added: The Company finances its acquired loans through various financing lines on a short-term basis and utilizes TPG’s proprietary securitization platform to secure long-term, non-recourse, non-mark-to-market financing as market conditions permit.
+Added: The Company's Residential Investments, Agency RMBS, and Legacy WMC Commercial Investments are included in the Loans and Securities segment.
+Added: This segment generates revenue primarily in the form of net interest income, inclusive of the cost or benefit of hedging, which represents the difference between the interest earned on the investments and the costs of financing and economic hedges in place on these investments.
+Added: In addition, the Company's investments in loans and securities are recorded at fair value with any periodic change in fair value recorded in the "Net unrealized gain/(loss)" line item on the consolidated statement of operations which is included in the "Other Income/(Loss)" line item below.
+Added: Arc Home Segment
+Added: The Arc Home segment includes the Company's equity method investment in AG Arc, which owns Arc Home.
+Added: As of December 31, 2025 and 2024, the Company had an approximate 66.0 % and 44.6 % interest in AG Arc, respectively.
+Added: Refer to Note 10 to the to the "Notes to Consolidated Financial Statements" for additional information related to the Company's investment in AG Arc.
+Added: Arc Home is a multi-channel licensed mortgage originator and servicer led by an external management team.
+Added: Arc Home generates revenue primarily through originating and selling residential mortgage loans.
+Added: In addition, Arc Home recognizes net servicing revenue from mortgage servicing rights as well as net interest income and net unrealized gains or losses from originated residential mortgage loans prior to sale.
+Added: The Company elected the fair value option with respect to its investment in AG Arc.
+Added: The net income/(loss) recognized within the Arc Home segment is recorded in the "Equity in earnings/(loss) from affiliates" line item on the consolidated statement of operations and includes any periodic changes in the fair value of the investment.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
Notes to Consolidated Financial Statements
+Added: Reportable Segments
+Added: The following tables present the reportable operating segments related to the Company’s results of operations for the years ended December 31, 2025 and 2024 (in thousands).
+Added: Year Ended December 31, 2025
+Added: Loans and Securities Arc Home
+Added: (1) (2) Other Total
+Added: Interest income $ 477,071 $ — $ 3,259 $ 480,330
+Added: Interest expense 393,607 — 10,190 403,797
+Added: Total Net Interest Income 83,464 — ( 6,931 ) 76,533
+Added: Total Other Income/(Loss) 13,217 — — 13,217
+Added: Management fee to affiliate — — 9,266 9,266
+Added: Non-investment related expenses — — 10,819 10,819
+Added: Investment related expenses 15,625 — — 15,625
+Added: Transaction related expenses 6,400 895 10 7,305
+Added: Total Expenses 22,025 895 20,095 43,015
+Added: Income/(loss) before equity in earnings/(loss) from affiliates 74,656 ( 895 ) ( 27,026 ) 46,735
+Added: Equity in earnings/(loss) from affiliates ( 1,304 ) 4,125 — 2,821
+Added: Income/(loss) before income taxes 73,352 3,230 ( 27,026 ) 49,556
+Added: Income tax expense 888 — — 888
+Added: Net Income/(Loss) 72,464 3,230 ( 27,026 ) 48,668
+Added: Dividends on preferred stock — — 21,242 21,242
+Added: Net Income/(Loss) Available to Common Stockholders $ 72,464 $ 3,230 $ ( 48,268 ) $ 27,426
+Added: Year Ended December 31, 2024
+Added: Loans and Securities Arc Home
+Added: (1) (2) Other Total
+Added: Interest income $ 404,269 $ — $ 4,226 $ 408,495
+Added: Interest expense 330,456 — 12,147 342,603
+Added: Total Net Interest Income 73,813 — ( 7,921 ) 65,892
+Added: Total Other Income/(Loss) 21,655 — — 21,655
+Added: Management fee to affiliate — — 7,533 7,533
+Added: Non-investment related expenses — — 10,620 10,620
+Added: Investment related expenses 13,522 — — 13,522
+Added: Transaction related expenses 3,044 — 120 3,164
+Added: Total Expenses 16,566 — 18,273 34,839
+Added: Income/(loss) before equity in earnings/(loss) from affiliates 78,902 — ( 26,194 ) 52,708
+Added: Equity in earnings/(loss) from affiliates 2,000 1,141 — 3,141
+Added: Income/(loss) before income taxes 80,902 1,141 ( 26,194 ) 55,849
+Added: Income tax expense 112 — — 112
+Added: Net Income/(Loss) 80,790 1,141 ( 26,194 ) 55,737
+Added: Dividends on preferred stock — — 19,353 19,353
+Added: Net Income/(Loss) Available to Common Stockholders $ 80,790 $ 1,141 $ ( 45,547 ) $ 36,384
+Added: (1) Net Income/(loss) recognized by AG Arc does not include the Company's portion of gains or losses recorded by Arc Home in connection with the sale of residential mortgage loans to the Company.
+Added: Refer to Note 10 for more information on this accounting policy.
+Added: (2) During the years ended December 31, 2025 and 2024, the Company recorded an unrealized gain/(loss) on its investment in AG Arc of $ 2.7 million and $ 2.6 million, respectively.
+Added: TPG Mortgage Investment Trust Inc.
+Added: and Subsidiaries
+Added: Notes to Consolidated Financial Statements
+Added: The following table presents the Company's assets, liabilities, and stockholders' equity by reportable segment as of December 31, 2025 and 2024, which reconciles to the total assets, liabilities, and stockholders' equity of the Company on a consolidated basis (in thousands).
+Added: Loans and Securities Arc Home Other Total
+Added: December 31, 2025
+Added: Total Assets $ 8,600,220 $ 50,016 $ 61,294 $ 8,711,530
+Added: Total Liabilities 8,039,534 — 111,262 8,150,796
+Added: Total Stockholders' Equity 560,686 50,016 ( 49,968 ) 560,734
+Added: December 31, 2024
+Added: Total Assets $ 6,760,628 $ 30,778 $ 122,203 $ 6,913,609
+Added: Total Liabilities 6,263,163 — 107,023 6,370,186
+Added: Total Stockholders' Equity 497,465 30,778 15,180 543,423
Investments in unconsolidated equity method affiliates
15 unchanged sentences
The Company's Investments in debt and equity of affiliates $ 50,016 $ 10,474 $ 843 $ 61,333 $ 46,841
−Removed: (1) As of December 31, 2024, the Company has an approximate 44.6 % interest in AG Arc.
−Removed: (2) As of December 31, 2024, the Company has an approximate 47.0 % interest in MATH.
−Removed: (3) As of December 31, 2024, the Company has an approximate 22.7 % interest in the entity which holds Re/Non-Performing Securities.
−Removed: (4) On July 31, 2024, Arc Home sold substantially all of its MSR portfolio to an unrelated third-party consisting of $ 5.8 billion of unpaid principal balance.
+Added: (1) As of December 31, 2025 and 2024, the Company had an approximate 66.0 % and 44.6 % interest in AG Arc, respectively.
+Added: (2) As of December 31, 2025 and 2024, the Company had an approximate 47.0 % interest in MATH.
+Added: (3) As of December 31, 2025 and 2024, the Company had an approximate 26.1 % and 22.7 % interest in the entity which holds Re/Non-Performing Securities, respectively.
(4) Arc Home, as an issuer, has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold or loans in pools it acquired in an MSR purchase (generally loans that are more than 90 days past due).
1 unchanged sentence
As of December 31, 2025 and 2024, Other assets and Other liabilities included loans eligible to be repurchased in the amount of $ 2.6 million and $ 1.7 million, respectively.
−Removed: AG Mortgage Investment Trust Inc.
+Added: TPG Mortgage Investment Trust Inc.
and Subsidiaries
15 unchanged sentences
The Company's Equity in earnings/(loss) from affiliates $ 4,125 $ ( 1,167 ) $ ( 137 ) $ 2,821 $ 3,141
−Removed: (1) The Company has an approximate 44.6 % interest in AG Arc.
+Added: (1) As of December 31, 2025 and 2024, the Company had an approximate 66.0 % and 44.6 % interest in AG Arc, respectively.
The Company's equity in earnings/(loss) from AG Arc does not include $ 0.4 million and $ 1.1 million of gains recorded by Arc Home in connection with the sale of residential mortgage loans to the Company for the years ended December 31, 2025 and 2024, respectively.
Refer to Note 2 and Note 10 for more information on this accounting policy.
−Removed: (2) As of December 31, 2024 and 2023, the Company has an approximate 47.0 % interest in MATH.
−Removed: During 2023, the Company increased its ownership in MATH from 44.6 % to 47.0 %.
−Removed: See Note 10 for more information on this transaction.
−Removed: (3) The Company has an approximate 22.7 % interest in the entity which holds Re/Non-Performing Securities.
+Added: (2) As of December 31, 2025 and 2024, the Company had an approximate 47.0 % interest in MATH.
+Added: (3) As of December 31, 2025 and 2024, the Company had an approximate 26.1 % and 22.7 % interest in the entity which holds Re/Non-Performing Securities, respectively.
(4) "Net unrealized gain/(loss)" at AG Arc includes changes in the fair value of investments held by Arc Home and the change in fair value of the Company's investment in AG Home.
6 unchanged sentences
The dividends will be paid on March 17, 2026 to holders of record on February 27, 2026.
−Removed: On January 15, 2025, the Company sold Re/Non-Performing Loans and Non-Agency Loans for gross proceeds of $ 9.2 million and $ 11.4 million, respectively.
−Removed: These loans were recorded within the "Securitized residential mortgage loans, at fair value" and "Residential mortgage loans, at fair value" line items on the consolidated balance sheets as of December 31, 2024, respectively.
−Removed: On February 27, 2025, the Company executed a rated Non-Agency securitization, in which loans with a total unpaid principal balance of $ 423.3 million were securitized, converting financing from recourse financing with mark-to-market margin calls to non-recourse financing without mark-to-market margin calls.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.