Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID 34 )
83
Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024
85
Consolidated Statements of Operations for the years ended December 31, 2025 and December 31, 2024
86
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025 and December 31, 2024
87
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and December 31, 2024
88
Notes to Consolidated Financial Statements
90
Note 1. Organization
90
Note 2. Summary of Significant Accounting Policies
91
Note 3. Loans
99
Note 4. Real Estate Securities
104
Note 5. Fair Value Measurements
106
Note 6. Financing
110
Note 7. Other Assets and Liabilities
113
Note 8. Earnings Per Share
115
Note 9. Income Taxes
116
Note 10. Related Party Transactions
118
Note 11. Equity
121
Note 12. Commitments and Contingencies
124
Note 13. Segment Reporting
125
Note 14. Investments in Unconsolidated Equity Method Affiliates
127
Note 15. Subsequent Events
128
All financial statement schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements and the notes thereto.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of TPG Mortgage Investment Trust, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of TPG Mortgage Investment Trust, Inc. 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"). 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).
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. 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.
Basis for Opinions
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. 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. 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. 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. 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. 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. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
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. 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; (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; 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
83
Critical Audit Matter
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.
Fair value measurements – financial instruments valued using significant unobservable inputs — Refer to Note 5 to the financial statements
Critical Audit Matter Description
As of December 31, 2025, the Company had recognized on its consolidated balance sheet certain fair value measurements that are valued using significant unobservable inputs: $8.0 billion in securitized residential mortgage loans, $199.7 million in residential mortgage loans, $260.3 million in real estate securities, $55.4 million in commercial loans, and $7.2 billion in securitized debt. Management determined the fair value of these financial instruments by applying the discounted cash flow methodology and using significant unobservable inputs. 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.
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:
• 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:
– With the assistance of our fair value specialists, we evaluated the valuation methodology used by the Company. We independently developed a range of fair value estimates for the Company's securitized residential mortgage loans, residential mortgage loans, real estate securities, commercial loans, and securitized debt based on market data and compared them to the Company's fair value measurements.
– We reviewed external market information, including external market reports, analyzed trends in market prices, and considered any recent transactions involving similar financial instruments to determine if the Company's selected inputs and assumptions were reasonable and consistent with those used by market participants.
– We considered whether events or transactions occurred after the balance sheet date, but before the completion of the audit, which could affect the Company’s fair value measurements and disclosures, including significant market movements or changes in economic conditions.
/s/ DELOITTE & TOUCHE LLP
New York, New York
February 25, 2026
We have served as the Company's auditor since 2024.
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except per share data)
December 31, 2025 December 31, 2024
Assets
Securitized residential mortgage loans, at fair value - $ 766,901 and $ 705,294 pledged as collateral, respectively (1)
$ 7,999,619 $ 6,197,678
Residential mortgage loans, at fair value - $ 198,596 and $ 215,773 pledged as collateral, respectively
199,677 220,217
Commercial loans, at fair value - $ 55,376 and $ 67,005 pledged as collateral, respectively
55,376 67,005
Real estate securities, at fair value - $ 231,894 and $ 165,393 pledged as collateral, respectively
260,304 201,360
Investments in debt and equity of affiliates 61,333 46,841
Cash and cash equivalents 57,832 118,662
Restricted cash 18,489 19,906
Other assets - $ 319 and $ 0 pledged as collateral, respectively
58,900 41,940
Total Assets $ 8,711,530 $ 6,913,609
Liabilities
Securitized debt, at fair value (1) $ 7,177,923 $ 5,491,967
Financing arrangements 826,394 742,108
Senior unsecured notes 96,458 95,721
Dividend payable 7,301 5,632
Other liabilities (2) 42,720 34,758
Total Liabilities 8,150,796 6,370,186
Commitments and Contingencies (Note 12)
Stockholders' Equity
Preferred stock - $ 227,991 aggregate liquidation preference
220,472 220,472
Common stock, par value $ 0.01 per share; 450,000 shares of common stock authorized and 31,744 and 29,640 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively
317 296
Additional paid-in capital 840,401 824,380
Retained earnings/(deficit) ( 500,456 ) ( 501,725 )
Total Stockholders' Equity 560,734 543,423
Total Liabilities & Stockholders' Equity $ 8,711,530 $ 6,913,609
(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. The "Securitized debt, at fair value" is collateralized by the "Securitized residential mortgage loans, at fair value" held within the securitization trusts. 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.
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share data)
Years Ended
December 31, 2025 December 31, 2024
Net Interest Income
Interest income $ 480,330 $ 408,495
Interest expense 403,797 342,603
Total Net Interest Income 76,533 65,892
Other Income/(Loss)
Net interest component of interest rate swaps 3,447 7,617
Net realized gain/(loss) ( 11,083 ) ( 2,918 )
Net unrealized gain/(loss) 20,853 16,956
Total Other Income/(Loss) 13,217 21,655
Expenses
Management fee to affiliate (1) 9,266 7,533
Non-investment related expenses (1) 10,819 10,620
Investment related expenses (1) 15,625 13,522
Transaction related expenses (1) 7,305 3,164
Total Expenses 43,015 34,839
Income/(loss) before equity in earnings/(loss) from affiliates 46,735 52,708
Equity in earnings/(loss) from affiliates 2,821 3,141
Net Income/(Loss) before Income Taxes 49,556 55,849
Income tax expense 888 112
Net Income/(Loss) 48,668 55,737
Dividends on preferred stock 21,242 19,353
Net Income/(Loss) Available to Common Stockholders $ 27,426 $ 36,384
Earnings/(Loss) Per Share of Common Stock
Basic $ 0.90 $ 1.23
Diluted $ 0.90 $ 1.23
Weighted Average Number of Shares of Common Stock Outstanding
Basic 30,542 29,487
Diluted 30,562 29,514
(1) Refer to Note 10 for additional details on related party transactions.
The accompanying notes are an integral part of these consolidated financial statements.
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
(in thousands)
Common Stock Preferred Stock Additional
Paid-in Capital Retained
Earnings/(Deficit)
Shares Amount Total
Balance at January 1, 2024 29,437 $ 294 $ 220,472 $ 823,715 $ ( 516,113 ) $ 528,368
Grant of restricted stock and amortization of equity based compensation 203 2 — 665 — 667
Common dividends declared (1) — — — — ( 22,137 ) ( 22,137 )
Preferred dividends declared (2) — — — — ( 19,212 ) ( 19,212 )
Net Income/(Loss) — — — — 55,737 55,737
Balance at December 31, 2024 29,640 $ 296 $ 220,472 $ 824,380 $ ( 501,725 ) $ 543,423
Balance at January 1, 2025 29,640 $ 296 $ 220,472 $ 824,380 $ ( 501,725 ) $ 543,423
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
Common dividends declared (1) — — — — ( 26,132 ) ( 26,132 )
Preferred dividends declared (2) — — — — ( 21,267 ) ( 21,267 )
Net Income/(Loss) — — — — 48,668 48,668
Balance at December 31, 2025 31,744 $ 317 $ 220,472 $ 840,401 $ ( 500,456 ) $ 560,734
(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.
(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.
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
Years Ended
December 31, 2025 December 31, 2024
Cash Flows from Operating Activities
Net income/(loss) $ 48,668 $ 55,737
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
Net amortization of premium/(discount) 22,967 10,722
Net realized (gain)/loss 11,083 2,918
Net unrealized (gain)/loss ( 20,853 ) ( 16,956 )
Grant of restricted stock and amortization of equity based compensation 712 667
Equity in (earnings)/loss from affiliates ( 2,821 ) ( 3,141 )
Distributions of income from investments in debt and equity of affiliates
— 1,493
Change in operating assets/liabilities:
Other assets 4,672 10,199
Other liabilities ( 4,858 ) ( 5,800 )
Net cash provided by (used in) operating activities 59,570 55,839
Cash Flows from Investing Activities
Purchases of residential mortgage loans ( 3,049,333 ) ( 1,755,347 )
Purchases of real estate securities ( 81,219 ) ( 654,089 )
Investments in debt and equity of affiliates ( 114 ) —
Proceeds from sales of residential mortgage loans 407,158 355,229
Proceeds from sales of real estate securities 6,840 607,144
Principal repayments on residential mortgage loans 1,040,034 711,161
Principal repayments on real estate securities 31,004 22,056
Principal funding on residential mortgage loans ( 17,691 ) ( 2,070 )
Distributions received in excess of income from investments in debt and equity of affiliates 4,179 11,015
Net settlement of interest rate swaps and other instruments ( 11,399 ) ( 12,449 )
Net settlement of TBAs ( 2,720 ) 24
Cash flows provided by other investing activities 6,006 4,195
Net cash provided by (used in) investing activities ( 1,667,255 ) ( 713,131 )
Cash Flows from Financing Activities
Net borrowings under (repayments of) financing arrangements 134,408 ( 12,634 )
Principal repayments on fixed-rate long-term financing arrangements ( 49,312 ) ( 11,204 )
Proceeds from issuance of senior unsecured notes — 95,217
Repurchases of convertible senior unsecured notes — ( 7,059 )
Principal repayments of convertible senior unsecured notes — ( 79,120 )
Deferred financing costs paid ( 345 ) ( 251 )
Proceeds from issuance of securitized debt 2,748,808 1,380,278
Principal repayments on securitized debt ( 1,242,391 ) ( 657,751 )
Dividends paid on common stock ( 24,463 ) ( 17,977 )
Dividends paid on preferred stock ( 21,267 ) ( 19,212 )
Net cash provided by (used in) financing activities 1,545,438 670,287
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Years Ended
December 31, 2025 December 31, 2024
Net change in cash and cash equivalents and restricted cash ( 62,247 ) 12,995
Cash and cash equivalents and restricted cash, Beginning of Year 138,568 125,573
Cash and cash equivalents and restricted cash, End of Year $ 76,321 $ 138,568
Supplemental disclosure of cash flow information:
Cash paid for interest $ 374,378 $ 308,272
Cash paid for income taxes $ 618 $ 141
Supplemental disclosure of non-cash financing and investing activities:
Transfer from residential mortgage loans to securitized residential mortgage loans $ 2,948,893 $ 1,472,616
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
Issuance of common stock (Note 10) $ 15,330 $ —
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:
December 31, 2025 December 31, 2024
Cash and cash equivalents $ 57,832 $ 118,662
Restricted cash 18,489 19,906
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 76,321 $ 138,568
The accompanying notes are an integral part of these consolidated financial statements.
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TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. Organization
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. mortgage market. The Company’s investment activities primarily include acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market. 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. 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. The Company's asset classes are primarily comprised of the following:
Asset Class Description
Residential Investments
Non-Agency Loans (1)
• Non-Agency Loans are loans that do not conform to the underwriting guidelines of a government-sponsored enterprise ("GSE"). 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)
• Agency-Eligible Loans are loans that are collateralized by a first lien mortgaged property and are primarily secured by investment properties. 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)
• Home Equity Loans consist of revolving lines of credit and closed-end loans secured primarily by second liens on residential mortgaged properties. These products provide borrowers with access to home equity without requiring the payoff of an existing mortgage. 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. 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)
• Performing, re-performing, and non-performing loans are residential mortgage loans collateralized by a first lien mortgaged property.
Non-Agency RMBS (2)
• Non-Agency Residential Mortgage-Backed Securities ("RMBS") represent fixed- and floating-rate RMBS issued by entities other than U.S. GSEs or agencies of the U.S. government. Non-Agency RMBS are primarily secured by Non-QM, Agency-Eligible, Home Equity, and Prime Jumbo Loans.
Agency RMBS (2)
• Agency RMBS represent interests in pools of residential mortgage loans guaranteed by a GSE such as Fannie Mae or Freddie Mac, or an agency of the U.S. Government such as Ginnie Mae.
Legacy WMC Commercial Investments (3)
Commercial Loans • Commercial loans represent first lien commercial mortgage loan participations.
CMBS (2)
• 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.
(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
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TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
December 6, 2023. The Company expects to either hold the Legacy WMC Commercial Investments until maturity or opportunistically exit these investments.
The Company conducts its business through two reportable segments: (i) Loans and Securities and (ii) Arc Home. 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.
The Company was incorporated in the state of Maryland on March 1, 2011 and commenced operations in July 2011. 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"). The Company is externally managed by AG REIT Management, LLC, a Delaware limited liability company (the "Manager"), a wholly-owned subsidiary of TPG Inc. ("TPG"). The Manager has delegated to Angelo, Gordon & Co., L.P. ("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.
2. Summary of significant accounting policies
Consolidation and basis of presentation
The accompanying consolidated financial statements and related notes have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, all adjustments considered necessary for a fair presentation for the annual period of the Company’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature.
Use of estimates
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. Actual results may differ from those estimates.
Valuation of financial instruments
The fair value of the financial instruments that the Company records at fair value is determined by the Manager, subject to oversight of the Company’s Board of Directors, and in accordance with the provisions of ASC 820, "Fair Value Measurements and Disclosures." When possible, the Company determines fair value using third-party data sources. ASC 820 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements) when market prices are not readily available or reliable.
The three levels of the hierarchy under ASC 820 are described below:
• Level 1 – Quoted prices in active markets for identical assets or liabilities.
• Level 2 – Prices determined using other significant observable inputs. These may include quoted prices for similar assets and liabilities in active markets.
• Level 3 – Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Company’s assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available.
Transfers between levels are assumed to occur at the beginning of the reporting period.
Accounting for loans
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. Electing the fair value option allows the Company to record changes
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TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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.
Purchases and sales of loans are recorded on the settlement date, concurrent with the completion of due diligence and the removal of any contingencies. At purchase, the Company may aggregate its residential mortgage loans into pools based on common risk characteristics. Once a pool of loans is assembled, its composition is maintained.
Accounting for real estate securities
Investments in real estate securities are recorded in accordance with ASC 320-10, "Investments – Debt and Equity Securities" or ASC 325-40, "Beneficial Interests in Securitized Financial Assets." The Company has chosen to make a fair value election pursuant to ASC 825, "Financial Instruments" for its real estate securities portfolio. 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. 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
The Company’s unconsolidated ownership interests in affiliates are accounted for using the equity method in accordance with ASC 323, "Investments – Equity Method and Joint Ventures." Substantially all of the Company’s investments held through affiliated entities are comprised of real estate securities, loans and its interest in AG Arc LLC ("AG Arc"). Certain entities have chosen to make a fair value election on their financial instruments pursuant to ASC 825; as such, the Company will treat these financial instruments consistently with this election. 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.
Arc Home
From time to time, the Company acquires newly originated residential mortgage loans from Arc Home. 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"). 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. See the "Accounting for derivative financial instruments - Forward purchase commitments" policy below and Note 10 for additional detail.
Investment consolidation
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. 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.
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. 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
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TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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. Further, ASC 810-10 also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE. In accordance with ASC 810-10, all transferees, including variable interest entities, must be evaluated for consolidation. If the Company determines that consolidation is not required, it will then assess whether the transfer of the underlying assets would qualify as a sale, should be accounted for as secured financings under GAAP, or should be accounted for as an equity method investment, depending on the circumstances.
A Special Purpose Entity ("SPE") is an entity designed to fulfill a specific limited need of the company that organized it. 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. Securitization involves transferring assets to an SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. 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.
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. 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. 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. 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. See Note 3 for more detail regarding the Non-Agency VIEs, Home Equity VIEs, and RPL/NPL VIEs.
Transfers of financial assets
The Company may periodically enter into transactions in which it transfers assets to a third-party. Upon a transfer of financial assets, the Company will sometimes retain or acquire senior or subordinated interests in the related assets. Pursuant to ASC 860-10, "Transfers and Servicing" a determination must be made as to whether a transferor has surrendered control over transferred financial assets. That determination must consider the transferor’s continuing involvement in the transferred financial asset, including all arrangements or agreements made contemporaneously with, or in contemplation of, the transfer, even if they were not entered into at the time of the transfer. The financial components approach under ASC 860-10 limits the circumstances in which a financial asset, or portion of a financial asset, should be derecognized when the transferor has not transferred the entire original financial asset to an entity that is not consolidated with the transferor in the financial statements being presented and/or when the transferor has continuing involvement with the transferred financial asset. It defines the term "participating interest" to establish specific conditions for reporting a transfer of a portion of a financial asset as a sale.
Under ASC 860-10, after a transfer of financial assets that meets the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint and transferred control—an entity recognizes the financial and servicing assets it acquired or retained and the liabilities it has incurred, derecognizes financial assets it has sold and derecognizes liabilities when extinguished. The transferor would then determine the gain or loss on sale of financial assets by allocating the carrying value of the underlying mortgage between securities or loans sold and the interests retained based on their fair value. The gain or loss on sale is the difference between the cash proceeds from the sale and the amount allocated to the securities or loans sold. 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.
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Notes to Consolidated Financial Statements
From time to time, the Company may securitize mortgage loans it holds if such financing is available. These transactions will be recorded in accordance with ASC 860-10 and will be accounted for as either a "sale" and the loans will be removed from the consolidated balance sheets or as a "financing" and will be classified as "Securitized residential mortgage loans, at fair value" on the consolidated balance sheets, depending upon the structure of the securitization transaction. 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."
Cash and cash equivalents
Cash is comprised of cash on deposit with financial institutions. 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. Cash and cash equivalents are carried at cost, which approximates fair value. As of December 31, 2025 the Company held $ 57.8 million of cash and cash equivalents, of which $ 56.0 million were cash equivalents. As of December 31, 2024, the Company held $ 118.7 million of cash and cash equivalents, of which $ 118.0 million were cash equivalents. The Company places its cash with high credit quality institutions to minimize credit risk exposure. Cash pledged to the Company as collateral is unrestricted in use and, accordingly, is included as a component of "Cash and cash equivalents" on the consolidated balance sheets. Any cash held by the Company as collateral is included in the "Other liabilities" line item on the consolidated balance sheets. "Other liabilities" does not include variation margin received on centrally cleared derivatives. Refer to the "Accounting for derivative financial instruments" policy below for additional detail.
Restricted cash
Restricted cash includes cash pledged as collateral for clearing and executing trades, derivatives, and financing arrangements, as well as restricted cash deposited into accounts held at certain consolidated trusts. Restricted cash is not available to the Company for general corporate purposes. Restricted cash may be returned to the Company when the related collateral requirements are exceeded or at the maturity of the derivative or financing arrangement. Restricted cash is carried at cost, which approximates fair value. Restricted cash also includes variation margin pledged on centrally cleared derivatives. Refer to the "Accounting for derivative financial instruments" policy below for additional detail.
Accounting for real estate owned
Real Estate Owned ("REO") represents real estate property acquired by the Company through foreclosure and classified as held for sale. Upon completion of a foreclosure, the Company initially records an REO at fair value less estimated costs to sell the property. In subsequent periods, REO is reported at the lower of the current carrying amount or fair value less estimated selling costs. REO is included in the "Other assets" line item on the consolidated balance sheets. 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. Financing arrangements primarily include repurchase agreements and facilities used to finance residential mortgage loans. Financing arrangements are carried at their contractual amounts as specified in the respective agreements. 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. 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. The Company maintains a level of liquidity in order to meet these obligations. 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. 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.
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Notes to Consolidated Financial Statements
Accounting for senior unsecured notes and debt issuance costs
Senior unsecured notes are carried at amortized cost on the Company’s consolidated balance sheets. Interest on the notes is payable quarterly until such time as the notes mature. Debt issuance costs are costs incurred by the Company in connection with the issuance of senior unsecured notes or other financing where the fair value option has not been elected. These costs may include underwriting commissions, rating agency, legal, accounting, and other fees. Debt issuance costs are included on the Company’s consolidated balance sheets as a direct reduction from the related financing liability. These costs are deferred and amortized over the life of the related financing as an adjustment to interest expense using the effective interest method.
Accounting for derivative financial instruments
Derivative contracts
The Company enters into derivative contracts as a means of mitigating interest rate risk rather than to enhance returns. The Company accounts for derivative financial instruments in accordance with ASC 815-10, "Derivatives and Hedging." ASC 815-10 requires an entity to recognize all derivatives as either assets or liabilities on the balance sheet and to measure those instruments at fair value with corresponding changes in fair value recognized in the "Net unrealized gain/loss" line item in consolidated statement of operations. The Company records derivative asset and liability positions on a gross basis with respect to its counterparties. 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.
Interest rate swaps
The Company uses interest rate swaps to mitigate its exposure to potential interest rate mismatches between the interest earned on its investments and its borrowing costs on financing arrangements caused by fluctuations in short-term interest rates. Interest rate swaps generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the interest rate swap without exchange of the underlying notional amount.
Variation margin
The Company may exchange cash "variation margin" with the counterparties to its derivative instruments on a daily basis based upon changes in the fair value of such derivative instruments as measured by the Chicago Mercantile Exchange ("CME") and the London Clearing House, the central clearinghouses ("CCPs") through which those derivatives are cleared. 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.
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. Accordingly, the Company accounts for the daily receipt or payment of variation margin associated with its centrally cleared derivative instruments as a direct reduction to the carrying value of the derivative asset or liability, respectively. The daily receipt or payment is included as a settlement of the derivative in cash flows from investing activities on the consolidated statement of cash flows. The carrying amount of centrally cleared derivative instruments reflected in the Company’s consolidated balance sheets approximates the unsettled fair value of such instruments. 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
A to-be-announced security ("TBA") is a forward contract for the purchase or sale of Agency RMBS at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific Agency RMBS delivered into or received from the contract upon the settlement date, published each month by the Securities Industry and Financial Markets Association, are not known at the time of the transaction. The Company may also choose, prior to settlement, to move the settlement of these securities out to a later date by entering into an offsetting short or long position (referred to as a pair off), net settling the paired off positions for cash, simultaneously purchasing or selling a similar TBA contract for a later settlement date. This transaction is commonly referred to as a dollar roll. 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. This difference, or discount, is referred to
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Notes to Consolidated Financial Statements
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. 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
The Company may enter into forward purchase commitments with counterparties whereby the Company commits to purchasing residential mortgage loans at a particular price. Actual loan purchases are contingent upon successful loan closings. The counterparties deliver the committed loans on either a mandatory basis or best-efforts basis. These commitments to purchase mortgage loans may be classified as derivatives and would be recorded at fair value on the consolidated balance sheets, with corresponding changes in fair value recognized in the consolidated statement of operations. Derivatives with a positive fair value to the Company are reported as assets and derivatives with a negative fair value to the Company are reported as liabilities.
Earnings/(Loss) per share
In accordance with ASC 260, "Earnings per Share," the Company calculates basic income/(loss) per share by dividing net income/(loss) available to common stockholders for the period by weighted-average shares of the Company’s common stock outstanding for that period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options, warrants, unvested restricted stock and unvested restricted stock units using the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.
Interest income recognition
Interest income on the Company’s loan and securities portfolio is accrued based on the actual coupon rate and the outstanding principal balance of such loans or securities. The Company has elected to record interest in accordance with ASC 835-30-35-2, "Imputation of Interest," using the effective interest method for all loans and securities accounted for under the fair value option in accordance with ASC 825, "Financial Instruments." As such, premiums and discounts are amortized or accreted into interest income over the lives of the loans or securities in accordance with ASC 310-20, "Nonrefundable Fees and Other Costs," ASC 320-10 or ASC 325-40, as applicable. Total interest income is recorded in the "Interest income" line item on the consolidated statement of operations.
For Agency RMBS, exclusive of interest-only securities, prepayments of the underlying collateral are estimated on a quarterly basis, which directly affect the speed at which the Company amortizes premiums on its securities. If actual and anticipated cash flows differ from previous estimates, the Company records an adjustment in the current period to the amortization of premiums for the impact of the cumulative change in the effective yield retrospectively through the reporting date.
Similarly, the Company also reassesses cash flows on at least a quarterly basis for the remaining loans and real estate securities recorded on its consolidated balance sheets. In estimating these cash flows, there are a number of assumptions made that are uncertain and subject to judgments and assumptions based on subjective and objective factors and contingencies. These include the rate and timing of principal and interest receipts (including assumptions of prepayments, repurchases, defaults and liquidations), the pass-through or coupon rate and interest rate fluctuations. In addition, interest payment shortfalls due to delinquencies on the underlying mortgage loans have to be estimated. 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.
Loans are typically moved to non-accrual status and income recognition is suspended if the loan becomes 90 days or more delinquent. 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. 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.
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Notes to Consolidated Financial Statements
Realized gains and losses
Realized gains or losses on sales of loans, securities, and derivatives are included in the "Net realized gain/(loss)" line item on the consolidated statement of operations. The cost of loans, securities, and derivatives sold is calculated using a first in, first out ("FIFO") basis. Realized gains and losses are recorded in earnings at the time of disposition.
Manager compensation
The management agreement, as amended, provides for payment to the Manager of a management fee, an incentive fee, and reimbursements of certain expenses incurred by the Manager or its affiliates on behalf of the Company. The management fee, incentive fee, and reimbursements are accrued and expensed during the period for which they are earned or for which the expenses are incurred, respectively. The management fee is included in the "Management fee to affiliate" line item and the reimbursements are included in the "Non-investment related expenses," "Investment related expenses," and "Transaction related expenses" line items on the consolidated statement of operations. For a more detailed discussion on the fees payable under the management agreement, see Note 10.
Transaction related expenses
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. 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.
Income taxes
The Company conducts its operations to qualify and be taxed as a REIT. Accordingly, the Company generally will not be subject to federal or state corporate income tax to the extent that the Company makes qualifying distributions to its stockholders, and provided that it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution and stock ownership tests. If the Company fails to qualify as a REIT, and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal, state and local income taxes and may be precluded from qualifying as a REIT for the four taxable years following the year in which the Company fails to qualify as a REIT.
The dividends paid deduction of a REIT for qualifying dividends to its stockholders is computed using the Company’s taxable income/(loss) as opposed to net income/(loss) reported on the Company’s GAAP financial statements. Taxable income/(loss), generally, will differ from net income/(loss) reported on the financial statements because the determination of taxable income/(loss) is based on tax principles and not financial accounting principles.
Cash distributions declared by the Company that do not exceed its current or accumulated earnings and profits will be considered ordinary income to stockholders for income tax purposes unless all or a portion of a distribution is designated by the Company as a capital gain dividend. Distributions in excess of the Company’s current and accumulated earnings and profits will be characterized as return of capital or capital gains.
As a REIT, if the Company fails to distribute in any calendar year (subject to specific timing rules for certain dividends paid in January) at least the sum of (i) 85% of its ordinary income for such year, (ii) 95% of its capital gain net income for such year, and (iii) any undistributed taxable income from the prior year, the Company would be subject to a non-deductible 4% excise tax on the excess of such required distribution over the sum of (i) the amounts actually distributed and (ii) the amounts of income retained and on which the Company has paid corporate income tax.
The Company elected to treat certain domestic subsidiaries as taxable REIT subsidiaries ("TRSs") and may elect to treat other subsidiaries as TRSs. In general, a TRS is utilized to hold assets and engage in activities that the Company cannot hold or engage in directly. Generally, a TRS may engage in any real estate or non-real estate-related business.
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. 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.
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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. The Company believes that it will operate in a manner that will allow it to qualify for taxation as a REIT. As a result of the Company’s expected REIT qualification, it does not generally expect to pay federal or state corporate income tax. Many of the REIT requirements, however, are highly technical and complex.
The Company evaluates uncertain income tax positions, if any, in accordance with ASC 740, "Income Taxes." The Company classifies interest and penalties, if any, related to unrecognized tax benefits as a component of provision for income taxes.
Dividends on Preferred Stock
Holders of the Company’s 8.25 % Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") and 8.00 % Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") are entitled to receive cumulative cash dividends at a rate of 8.25 % and 8.00 %, respectively, of the $ 25.00 per share liquidation preference for each series. From and including the date of original issue to, but not including, September 17, 2024, holders of the Company's 8.000 % Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") were entitled to receive cumulative cash dividends at a rate of 8.000 % of the $ 25.00 per share liquidation preference. On and after September 17, 2024, holders of the Company's Series C Preferred Stock are entitled to receive cumulative cash dividends at a percentage of the $ 25.00 liquidation preference equal to an annual floating rate of the three-month CME Term SOFR (plus a tenor spread adjustment of 0.26161 %) plus a spread of 6.476 %. If the Company’s Board of Directors does not declare a dividend in a given period, an accrual is not recorded on the balance sheet. However, undeclared preferred stock dividends are reflected in earnings per share as discussed in ASC 260-10-45-11. Preferred stock dividends that are not declared accumulate and are added to the liquidation preference as of the scheduled payment date for the respective series of the preferred stock. 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.
Stock-based compensation
The Company applies the provisions of ASC 718, "Compensation—Stock Compensation" with regard to its equity incentive plans. ASC 718 covers a wide range of share-based compensation arrangements including stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee stock purchase plans. ASC 718 requires that compensation cost relating to stock-based payment transactions be recognized in the consolidated financial statements. Compensation cost related to restricted common stock and restricted stock units issued by the Company are measured at its estimated fair value at the grant date, and is amortized and expensed over the vesting period on a straight-line basis.
Recent accounting pronouncements
Income taxes
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. This standard requires entities to provide additional information about federal, state and foreign income taxes and reconciling items in the rate reconciliation table, and to disclose further disaggregation of income taxes paid (net of refunds received) by federal (national), state and foreign taxes by jurisdiction. For public business entities, the ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance should be applied prospectively, but entities have the option to apply it retrospectively for each period presented. The Company adopted ASU 2023-09 on a prospective basis during the year ended December 31, 2025. The adoption did not have a material impact on the consolidated financial statements.
Expense disaggregation
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220- 40)", and in January 2025, the FASB issued ASU 2025-01, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date". This standard requires public companies to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. The new standard, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. 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.
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Notes to Consolidated Financial Statements
3. Loans
Residential mortgage loans
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). The gross unrealized gains/(losses) in the table below represent inception to date gains/(losses) since acquisition.
Unpaid Principal Balance Gross Unrealized Weighted Average
December 31, 2025
Premium
(Discount) Amortized Cost Gains Losses Fair Value Coupon Yield (1) Life
(Years) (2)
Securitized residential mortgage loans, at fair value (3)
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
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
Total Securitized residential mortgage loans, at fair value $ 8,057,067 $ 111,303 $ 8,168,370 $ 109,444 $ ( 278,195 ) $ 7,999,619 6.27 % 5.97 % 7.07
Residential mortgage loans, at fair value
Agency-Eligible Loans $ 20,524 $ 326 $ 20,850 $ 299 $ — $ 21,149 6.83 % 6.34 % 4.83
Home Equity Loans 135,804 5,913 141,717 663 ( 41 ) 142,339 9.07 % 7.77 % 4.83
Non-Agency Loans 36,578 638 37,216 18 ( 2,126 ) 35,108 6.14 % 3.62 % 4.17
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
Total as of December 31, 2025
$ 8,251,113 $ 117,484 $ 8,368,597 $ 111,061 $ ( 280,362 ) $ 8,199,296 6.32 % 6.00 % 7.01
Unpaid Principal Balance Gross Unrealized Weighted Average
December 31, 2024
Premium
(Discount) Amortized Cost Gains Losses Fair Value Coupon Yield (1) Life
(Years) (2)
Securitized residential mortgage loans, at fair value (3)
Non-Agency Loans (4) $ 6,382,814 $ 5,817 $ 6,388,631 $ 28,767 $ ( 372,801 ) $ 6,044,597 5.59 % 5.68 % 8.12
Re- and Non-Performing Loans 182,501 ( 11,515 ) 170,986 — ( 17,905 ) 153,081 3.43 % 6.55 % 5.53
Total Securitized residential mortgage loans, at fair value $ 6,565,315 $ ( 5,698 ) $ 6,559,617 $ 28,767 $ ( 390,706 ) $ 6,197,678 5.53 % 5.70 % 8.05
Residential mortgage loans, at fair value
Agency-Eligible Loans $ 101,570 $ 908 $ 102,478 $ 31 $ ( 364 ) $ 102,145 6.89 % 6.58 % 4.95
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
Re- and Non-Performing Loans 2,016 ( 1,168 ) 848 981 — 1,829 N/A 103.24 % 1.37
Total Residential mortgage loans, at fair value $ 216,547 $ 1,092 $ 217,639 $ 3,622 $ ( 1,044 ) $ 220,217 8.54 % 8.39 % 4.54
Total as of December 31, 2024
$ 6,781,862 $ ( 4,606 ) $ 6,777,256 $ 32,389 $ ( 391,750 ) $ 6,417,895 5.62 % 5.79 % 7.93
NM - Not Meaningful
(1) The weighted average yields are calculated based on the amortized cost of the underlying loans.
(2) This is based on projected life. Typically, actual maturities are shorter than stated contractual maturities. Maturities are affected by the lives of the underlying mortgage loans, periodic payments of principal, and prepayments of principal.
(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.
(4) Securitized Non-Agency Loans include loans that were considered to be Agency-Eligible prior to the Company's securitization.
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Notes to Consolidated Financial Statements
The following tables present information regarding the delinquency status of the Company's residential mortgage loans ($ in thousands).
Unpaid Principal Balance Aging by Unpaid Principal Balance (1)
December 31, 2025
Loan Count (1) Current 30-59 Days 60-89 Days 90+ Days (2)
Securitized residential mortgage loans
Non-Agency Loans $ 7,026,365 18,430 $ 6,833,324 $ 76,326 $ 32,323 $ 84,392
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
Total Securitized residential mortgage loans $ 8,057,067 30,102 $ 7,826,657 $ 94,019 $ 38,059 $ 98,332
Residential mortgage loans
Agency-Eligible Loans $ 20,524 38 $ 19,825 $ 699 $ — $ —
Home Equity Loans 135,804 1,368 135,773 — — 31
Non-Agency Loans 36,578 53 16,468 1,444 1,112 17,554
Re- and Non-Performing Loans (1) 1,140 N/A N/A N/A N/A N/A
Total Residential mortgage loans $ 194,046 1,459 $ 172,066 $ 2,143 $ 1,112 $ 17,585
Total as of December 31, 2025
$ 8,251,113 31,561 $ 7,998,723 $ 96,162 $ 39,171 $ 115,917
Unpaid Principal Balance Aging by Unpaid Principal Balance (1)
December 31, 2024
Loan Count (1) Current 30-59 Days 60-89 Days 90+ Days (2)
Securitized residential mortgage loans
Non-Agency Loans $ 6,382,814 16,087 $ 6,183,680 $ 86,606 $ 33,793 $ 78,735
Re- and Non-Performing Loans 182,501 1,259 132,477 14,114 3,702 32,208
Total Securitized residential mortgage loans $ 6,565,315 17,346 $ 6,316,157 $ 100,720 $ 37,495 $ 110,943
Residential mortgage loans
Agency-Eligible Loans $ 101,570 214 $ 101,062 $ 508 $ — $ —
Home Equity Loans 99,863 1,292 99,838 25 — —
Non-Agency Loans 13,098 24 4,967 1,275 1,162 5,694
Re- and Non-Performing Loans (1) 2,016 N/A N/A N/A N/A N/A
Total Residential mortgage loans $ 216,547 1,530 $ 205,867 $ 1,808 $ 1,162 $ 5,694
Total as of December 31, 2024
$ 6,781,862 18,876 $ 6,522,024 $ 102,528 $ 38,657 $ 116,637
(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.
(2) Represents loans that either have a delinquency status greater than 90 days or are in the process of foreclosure. 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. 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.
During the years ended December 31, 2025 and 2024, the Company purchased residential mortgage loans as detailed below (in thousands).
Year Ended December 31, 2025 Year Ended December 31, 2024
Unpaid Principal Balance Fair Value (1) Unpaid Principal Balance Fair Value (1)
Agency-Eligible Loans $ 1,830,446 $ 1,879,658 $ 1,407,588 $ 1,432,492
Home Equity Loans 1,078,861 1,154,081 281,374 288,885
Non-Agency Loans — — 23,506 23,796
Total $ 2,909,307 $ 3,033,739 $ 1,712,468 $ 1,745,173
(1) Fair value represents purchase price at acquisition.
100
TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
During the years ended December 31, 2025 and 2024, the Company sold residential mortgage loans as detailed below ($ in thousands).
Year Ended December 31, 2025 Year Ended December 31, 2024
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 )
Home Equity Loans 899 72,841 301 ( 7 ) 2,389 184,595 3,719 —
Non-Agency Loans (1) 623 287,892 3,457 ( 6,751 ) 160 86,349 1,274 ( 137 )
Re- and Non-Performing Loans 88 9,092 832 ( 1,149 ) 74 13,493 1,427 ( 271 )
Total 1,698 $ 407,158 $ 4,828 $ ( 8,126 ) 2,813 $ 358,051 $ 6,776 $ ( 684 )
(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. The following is a summary of the geographic concentration of credit risk as of December 31, 2025 and 2024 and includes states where the exposure is greater than 5% of the fair value of the Company's residential mortgage loan portfolio.
Geographic Concentration of Credit Risk (1) December 31, 2025 December 31, 2024
California 30 % 35 %
Florida 10 % 11 %
New York 8 % 11 %
Texas 6 % 6 %
New Jersey 4 % 5 %
(1) 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.
Variable interest entities
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. In a securitization transaction, a pool of loans is transferred to a wholly-owned subsidiary of the Company and the loans are deposited into a newly created securitization trust. The securitization trust issues various classes of mortgage pass-through certificates backed by the cash flows from the underlying residential mortgage loans (the "Certificates"). As the sponsor of the securitization, the Company retains certain Certificates issued by the securitization trusts in order to satisfy risk retention rules, which generally require the sponsor to retain at least 5% of the fair value of the Certificates issued in the securitization . 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. 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.
101
TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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).
Non-Agency VIEs
Home Equity VIEs (1) RPL/NPL VIEs
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2025 December 31, 2024
Assets
Securitized residential mortgage loans, at fair value (2) $ 6,904,872 $ 6,044,597 $ 960,533 $ 134,214 $ 153,081
Restricted Cash — — 1,055 12 10
Other assets 37,711 30,922 8,128 5,517 2,064
Total Assets $ 6,942,583 $ 6,075,519 $ 969,716 $ 139,743 $ 155,155
Liabilities
Securitized debt, at fair value (2) (3) $ 6,265,540 $ 5,391,413 $ 817,889 $ 94,494 $ 100,554
Other liabilities 26,129 22,185 4,497 274 298
Total Liabilities $ 6,291,669 $ 5,413,598 $ 822,386 $ 94,768 $ 100,852
Total Equity (4) $ 650,914 $ 661,921 $ 147,330 $ 44,975 $ 54,303
(1) As of December 31, 2024 , the Company did not hold any assets or liabilities in Home Equity VIEs.
(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. The Company generally has no obligation to provide any other explicit or implicit support to the VIEs. 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.
(4) The Company had outstanding financing arrangements collateralized by the Company's retained interests in its VIEs. Refer to Note 6 for additional information.
102
TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Legacy WMC Commercial loans
The tables below detail information regarding the Company's Legacy WMC Commercial loan portfolio as of December 31, 2025 and 2024 ($ in thousands). The gross unrealized gains/(losses) in the table below represent inception to date gains/(losses) since acquisition.
December 31, 2025 Premium /
(Discount)
Amortized Cost Gross Unrealized Fair Value Weighted Average Maturity Date (3) LTV (4) Location
Loan (1)(2) Unpaid Principal Balance Gains Losses Coupon Yield (3) Life (Years) (3)
Loan A (5) $ 7,259 $ ( 29 ) $ 7,230 $ — $ ( 684 ) $ 6,546 7.98 % — % N/A N/A 61.63 % IL, FL
Loan B (5) 13,206 ( 52 ) 13,154 — ( 1,244 ) 11,910 7.98 % — % N/A N/A 75.33 % CA
Loan C (5) 24,535 ( 99 ) 24,436 — ( 2,310 ) 22,126 7.98 % — % N/A N/A 77.22 % NY
Loan D (6) 22,204 ( 611 ) 21,593 — ( 6,799 ) 14,794 7.16 % — % N/A N/A 42.50 % CT
Total $ 67,204 $ ( 791 ) $ 66,413 $ — $ ( 11,037 ) $ 55,376 7.71 % — % N/A 65.69 %
December 31, 2024 Premium /
(Discount)
Amortized Cost Gross Unrealized Fair Value Weighted Average Maturity Date (9) LTV (4) Location
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
Loan B (5) 13,206 ( 116 ) 13,090 74 — 13,164 8.71 % 10.69 % 0.42 5/6/2025 75.33 % CA
Loan C (5) 24,535 ( 215 ) 24,320 137 — 24,457 8.71 % 10.69 % 0.42 5/6/2025 77.22 % NY
Loan D (6) 22,204 ( 168 ) 22,036 112 — 22,148 7.89 % 8.73 % 0.68 8/6/2025 42.50 % CT
Total $ 67,204 $ ( 563 ) $ 66,641 $ 364 $ — $ 67,005 8.44 % 10.04 % 0.50 63.69 %
(1) The Company has the contractual right to receive a balloon payment for each loan.
(2) Each commercial loan investment is a first mortgage loan.
(3) The borrowers for the Company’s Legacy WMC Commercial Loans are in maturity default as of December 31, 2025. See footnotes 5 and 6 for further details related to each loan. 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. 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.
(4) Represents the LTV at acquisition of WMC. The total LTV on commercial loans is presented based on fair value.
(5) Loans A, B, and C have a floating rate coupon equal to 4.20 % plus one-month SOFR and are collateralized by hotels. During the second quarter 2025, these loans entered maturity default and were placed on non-accrual. 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. 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.
(6) Loan D has a floating rate coupon equal to 3.38 % plus one-month SOFR and is collateralized by a retail property. During the third quarter 2025, the loan entered maturity default. 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. 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.
(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. Maturities are affected by prepayments of principal.
(9) Represents maturity date of the last possible extension option.
103
TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
4. Real Estate Securities
The following tables detail the Company’s real estate securities portfolio by collateral type as of December 31, 2025 and 2024 ($ in thousands). 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. The gross unrealized gains/(losses) in the tables below represent inception to date unrealized gains/(losses) since acquisition.
Current Face (1) Premium /
(Discount) (1)
Amortized Cost Gross Unrealized Fair Value (2) Weighted Average
December 31, 2025 Gains Losses Coupon (3) Yield (4) Life (Years) (5)
Non-Agency RMBS
Non-QM Loans (6) $ 48,814 $ ( 2,160 ) $ 48,526 $ 816 $ ( 2,379 ) $ 46,963 3.11 % 6.66 % 3.57
Agency-Eligible Loans (7) 44,491 ( 2,656 ) 42,439 1,841 ( 117 ) 44,163 3.57 % 7.41 % 6.74
Home Equity Loans (7) 84,647 ( 2,018 ) 99,617 7,514 ( 189 ) 106,942 5.55 % 10.47 % 5.51
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
Legacy WMC CMBS (8) 82,962 ( 37,015 ) 45,947 5,814 ( 9,196 ) 42,565 5.95 % 15.30 % 1.73
Agency RMBS Interest Only N/A N/A 16,630 249 ( 521 ) 16,358 4.57 % 7.30 % 5.17
Total as of December 31, 2025
$ 265,170 $ ( 45,465 ) $ 255,799 $ 16,907 $ ( 12,402 ) $ 260,304 4.55 % 9.89 % 4.93
Current Face (1) Premium/
(Discount) (1)
Amortized Cost Gross Unrealized Fair
Value (2) Weighted Average
December 31, 2024 Gains Losses Coupon (3) Yield (4) Life (Years) (5)
Non-Agency RMBS
Non-QM Loans (6) $ 49,516 $ ( 2,772 ) $ 49,015 $ 1,678 $ ( 5,544 ) $ 45,149 2.83 % 7.65 % 4.62
Agency-Eligible Loans (7) 51,861 ( 3,062 ) 49,488 1,555 ( 148 ) 50,895 3.45 % 7.47 % 6.91
Home Equity Loans 15,526 640 26,076 1,445 ( 491 ) 27,030 3.40 % 16.36 % 5.26
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
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
(1) Current Face and Premium/(Discount) exclude Interest Only securities, which have no principal balances and bear interest based on a notional value. The notional value is used solely to determine interest distributions on the interest only classes of securities. 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. 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.
(2) The fair value of the securities held in unconsolidated VIEs represents the Company’s maximum loss exposure in unconsolidated VIEs. The Company generally has no obligation to provide any other explicit or implicit support to unconsolidated VIEs. 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.
(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.
(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. These securities were retained from rated Non-QM Loan securitizations the Company participated in alongside private funds managed by TPG. The Company’s interest in the retained tranches represents its continuing involvement in these securitization trusts. 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.
(7) For certain Non-Agency RMBS, the Company acted as a co-sponsor alongside an unrelated third party of rated securitizations. 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. The remaining tranches were sold to third parties and certain private funds managed by TPG or its affiliates, or were retained by the Company. 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. As of December 31, 2025, the Company’s Home Equity Loans includes $ 78.7 million of retained securities from these transactions.
(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.
104
TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following tables summarize the Company's real estate securities according to their projected weighted average life classifications as of December 31, 2025 and 2024 (in thousands).
December 31, 2025 Non-Agency RMBS Legacy WMC CMBS Agency RMBS
Weighted Average Life (1)
Fair Value Amortized
Cost Fair Value Amortized Cost Fair Value Amortized
Cost
Less than or equal to one year $ — $ — $ 4,921 $ 8,589 $ — $ —
Greater than one year and less than or equal to five years 98,432 96,270 37,644 37,358 838 600
Greater than five years and less than or equal to ten years 80,653 75,378 — — 15,520 16,030
Greater than ten years 22,296 21,574 — — — —
Total as of December 31, 2025
$ 201,381 $ 193,222 $ 42,565 $ 45,947 $ 16,358 $ 16,630
December 31, 2024
Non-Agency RMBS Legacy WMC CMBS Agency RMBS
Weighted Average Life (1) Fair Value Amortized
Cost Fair Value Amortized Cost Fair Value Amortized
Cost
Less than or equal to one year $ 2,983 $ 2,901 $ 14,731 $ 14,945 $ — $ —
Greater than one year and less than or equal to five years 16,277 13,197 38,054 44,071 676 667
Greater than five years and less than or equal to ten years 71,588 75,990 — — 20,320 19,850
Greater than ten years 36,731 36,370 — — — —
Total as of December 31, 2024
$ 127,579 $ 128,458 $ 52,785 $ 59,016 $ 20,996 $ 20,517
(1) This is based on projected life. Typically, actual maturities are shorter than stated contractual maturities. Maturities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.
The Company sold real estate securities during the years ended December 31, 2025 and 2024, as detailed below ($ in thousands).
Year Ended December 31, 2025 Year Ended December 31, 2024
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 $ —
Non-Agency RMBS 4 2,987 452 — 16 61,679 3,352 ( 569 )
CMBS 1 1,959 — ( 144 ) 1 1,531 — ( 62 )
Other Securities — — — — 1 763 — ( 227 )
Total 6 $ 6,840 $ 693 $ ( 144 ) 24 $ 607,145 $ 13,524 $ ( 858 )
105
TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
5. Fair value measurements
The fair value of the Company's financial instruments is determined in accordance with the provisions of ASC 820, "Fair Value Measurements and Disclosures." When possible, the Company determines fair value using third-party data sources. ASC 820 establishes a hierarchy that prioritizes the inputs to valuation techniques. Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices and may include quoted prices for similar assets and liabilities in active markets. Level 3 inputs are significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used and reflect the Company’s assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available. In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. 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.
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).
Fair Value as of December 31, 2025 Fair Value as of December 31, 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:
Securitized residential mortgage loans $ — $ — $ 7,999,619 $ 7,999,619 $ — $ — $ 6,197,678 $ 6,197,678
Residential mortgage loans — 1,081 198,596 199,677 — 1,829 218,388 220,217
Legacy WMC Commercial loans — — 55,376 55,376 — — 67,005 67,005
Non-Agency RMBS — 9,835 191,546 201,381 — 12,046 115,533 127,579
Legacy WMC CMBS — 42,565 — 42,565 — 52,785 — 52,785
Agency RMBS — 16,358 — 16,358 — 20,996 — 20,996
Derivative assets (1) — 5,395 — 5,395 — 11,414 204 11,618
Cash equivalents (2) 55,979 — — 55,979 117,979 — — 117,979
AG Arc (3) — — 50,016 50,016 — — 30,778 30,778
Total Assets Measured at Fair Value $ 55,979 $ 75,234 $ 8,495,153 $ 8,626,366 $ 117,979 $ 99,070 $ 6,629,586 $ 6,846,635
Liabilities:
Securitized debt $ — $ — $ ( 7,177,923 ) $ ( 7,177,923 ) $ — $ — $ ( 5,491,967 ) $ ( 5,491,967 )
Derivative liabilities (1) — ( 1,169 ) — ( 1,169 ) — ( 38 ) ( 336 ) ( 374 )
Total Liabilities Measured at Fair Value $ — $ ( 1,169 ) $ ( 7,177,923 ) $ ( 7,179,092 ) $ — $ ( 38 ) $ ( 5,492,303 ) $ ( 5,492,341 )
(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. 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.
(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.
(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.
106
TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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. The analyses provided by valuation service providers are reviewed and considered by the Manager. The evaluation considers the underlying characteristics of each loan, which are observable inputs, including: coupon, maturity date, loan age, reset date, collateral type, periodic and life cap, geography, and historical prepayment speeds. 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. 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. 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. The valuation methodology of the Company’s third-party pricing services incorporates commonly used market pricing methods, including a spread measurement to various indices, which are observable inputs. The evaluation also considers the underlying characteristics of each investment, which are also observable inputs, including: coupon, maturity date, loan age, reset date, collateral type, periodic and life cap, geography, and prepayment speeds. The Company collects and considers current market intelligence on all major markets, including benchmark security evaluations and bid-lists from various sources, when available. As part of the Company’s risk management process, the Company reviews and analyzes all prices obtained by comparing prices to recently completed transactions involving the same or similar investments on or near the reporting date. If, in the opinion of the Manager, one or more prices reported to the Company are not reliable or unavailable, the Manager reviews the fair value based on characteristics of the investment it receives from the issuer and available market information.
The Company's investment in Arc Home is evaluated on a periodic basis using a market approach. In applying the market approach, fair value is determined by multiplying Arc Home's book value by a relevant valuation multiple observed based on a range of comparable public entities or transactions, adjusted by management as appropriate for differences between the investment and the referenced comparables. The evaluation also considers the underlying financial performance of Arc Home, general economic conditions, and relevant trends within the mortgage banking industry.
Changes in the market environment and other events that may occur over the life of these investments may cause the gains or losses ultimately realized to be different than the valuations currently estimated. The significant unobservable inputs used in the fair value measurement of the Company’s loans and securities are yields, prepayment rates, probability of default, and loss severity in the event of default. Significant increases (decreases) in any of those inputs in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates. The significant unobservable input used in the fair value measurement of the Company’s investment in Arc Home is the book value multiple. Significant increases (decreases) in the multiple applied would result in a significantly higher (lower) fair value measurement.
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.
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. Transfers into the Level 3 category of the fair value hierarchy occur due to instruments exhibiting indications of reduced levels of market transparency. Transfers out of the Level 3 category of the fair value hierarchy occur due to instruments exhibiting indications of increased levels of market transparency. Indications of increases or decreases in levels of market transparency include a change in observable transactions or executable quotes involving these instruments or similar instruments. Changes in these indications could impact price transparency, and thereby cause a change in level designations in future periods.
107
TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following tables present additional information about the Company’s assets and liabilities which are measured at fair value on a recurring basis for which the Company has utilized Level 3 inputs to determine fair value (in thousands).
Year Ended December 31, 2025
Residential
Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS Other Assets (2) AG Arc Securitized
Debt Other Liabilities (2)
Beginning balance $ 6,416,066 $ 67,005 $ 115,533 $ 204 $ 30,778 $ ( 5,491,967 ) $ ( 336 )
Purchases 3,032,638 — 80,731 — 15,330 — —
Issuances of Securitized Debt — — — — — ( 2,735,729 ) —
Capital distributions — — — — ( 628 ) — —
Proceeds from sales or settlements ( 407,158 ) — — ( 1,098 ) — — 1,190
Principal repayments ( 1,039,354 ) — ( 10,668 ) — — 1,236,013 —
Principal funding 17,691 — — — — — —
Included in net income:
Net premium and discount amortization (3) 2,459 ( 229 ) ( 2,835 ) — — ( 23,561 ) —
Net realized gain/(loss) ( 4,785 ) — — 1,098 — — ( 1,190 )
Net unrealized gain/(loss) 190,386 ( 11,400 ) 8,785 ( 204 ) — ( 162,679 ) 336
Equity in earnings/(loss) from affiliates — — — — 4,536 — —
Other (4) ( 9,728 ) — — — — — —
Ending Balance $ 8,198,215 $ 55,376 $ 191,546 $ — $ 50,016 $ ( 7,177,923 ) $ —
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of December 31, 2025:
Net premium and discount amortization (3) 2,838 ( 229 ) ( 2,835 ) — — ( 22,448 ) —
Net unrealized gain/(loss) 185,549 ( 11,400 ) 8,785 — — ( 162,333 ) —
Equity in earnings/(loss) from affiliates — — — — 4,536 — —
Year Ended December 31, 2024
Residential
Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS Legacy WMC CMBS Legacy WMC Other Securities Other Assets (2) AG Arc Securitized
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 )
Transfers (5):
Transfers out of level 3 ( 1,629 ) — — ( 5,796 ) — — — — —
Purchases 1,746,012 — 95,395 — — — — — —
Issuances of Securitized Debt — — — — — — — ( 1,372,097 ) —
Capital distributions — — — — — — ( 5,042 ) — —
Proceeds from sales or settlements ( 355,229 ) — ( 20,289 ) — ( 762 ) ( 2,739 ) — — 1,379
Principal repayments ( 710,639 ) — ( 1,847 ) — — — — 657,092 —
Principal funding 2,070 — — — — — — — —
Included in net income:
Net premium and discount amortization (3) 14,839 434 17 — ( 185 ) — — ( 30,310 ) —
Net realized gain/(loss) 6,352 — ( 87 ) — ( 227 ) 2,739 — — ( 1,379 )
Net unrealized gain/(loss) 42,253 268 4,811 — 18 ( 968 ) — ( 35,029 ) ( 329 )
Equity in earnings/(loss) from affiliates — — — — — — 2,246 — —
Other (4) ( 3,098 ) — — — — — — — —
Ending Balance $ 6,416,066 $ 67,005 $ 115,533 $ — $ — $ 204 $ 30,778 $ ( 5,491,967 ) $ ( 336 )
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of December 31, 2024:
Net premium and discount amortization (3) 14,753 434 17 — — — — ( 30,310 ) —
Net unrealized gain/(loss) 41,011 268 4,811 — — 204 — ( 35,029 ) ( 336 )
Equity in earnings/(loss) from affiliates — — — — — — 2,246 — —
(1) Includes Securitized residential mortgage loans.
(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.
(5) Transfers are assumed to occur at the beginning of the period.
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Notes to Consolidated Financial Statements
The following table presents a summary of quantitative information about the significant unobservable inputs used in the fair value measurement of investments for which the Company has utilized Level 3 inputs to determine fair value as of December 31, 2025 and 2024 ($ in thousands).
December 31, 2025 December 31, 2024
Valuation Technique Unobservable Input Fair Value Range
(Weighted Average) (1) Fair Value Range
(Weighted Average) (1)
Securitized Residential Mortgage Loans
Yield 5.13 % - 18.10 % ( 5.78 %)
5.75 % - 11.18 % ( 6.26 %)
Discounted Cash Flow Projected Collateral Prepayments $ 7,999,619 4.92 % - 22.00 % ( 10.09 %)
$ 6,197,678 4.95 % - 14.48 % ( 8.87 %)
Projected Collateral Losses 0.00 % - 1.77 % ( 0.09 %)
0.00 % - 2.02 % ( 0.08 %)
Projected Collateral Severities (2) 10.00 % - 100.00 % ( 28.23 %)
10.00 % - 26.00 % ( 19.51 %)
Residential Mortgage Loans
Yield 5.39 % - 11.61 % ( 7.08 %)
6.44 % - 15.63 % ( 7.76 %)
Discounted Cash Flow Projected Collateral Prepayments $ 198,596 1.98 % - 33.46 % ( 16.06 %)
$ 218,388 1.29 % - 32.03 % ( 17.65 %)
Projected Collateral Losses 0.00 % - 18.29 % ( 1.47 %)
0.00 % - 26.56 % ( 1.00 %)
Projected Collateral Severities (2) 4.43 % - 100.00 % ( 17.79 %)
4.45 % - 25.00 % ( 17.27 %)
Legacy WMC Commercial Loans
Yield 5.95 % - 6.95 % ( 6.68 %)
8.06 % - 9.63 % ( 9.11 %)
Discounted Cash Flow Credit Spread $ 55,376 231 bps - 325 bps ( 300 bps)
$ 67,005 377 bps - 512 bps ( 467 bps)
Recovery Percentage (3) 68.33 % - 93.29 % ( 86.62 %)
100.00 % - 100.00 % ( 100.00 %)
Non-Agency RMBS
Yield 4.83 % - 20.00 % ( 7.56 %)
5.86 % - 25.00 % ( 7.90 %)
Discounted Cash Flow Projected Collateral Prepayments $ 191,546 7.55 % - 15.23 % ( 11.23 %)
$ 115,533 7.37 % - 14.50 % ( 11.46 %)
Projected Collateral Losses 0.00 % - 0.38 % ( 0.06 %)
0.00 % - 0.18 % ( 0.04 %)
Projected Collateral Severities 10.00 % - 100.00 % ( 56.87 %)
10.00 % - 25.00 % ( 18.17 %)
Other Assets (4)
Yield N/A 6.59 % - 7.70 % ( 6.72 %)
Discounted Cash Flow Projected Collateral Prepayments $ — N/A $ 204 11.52 % - 25.78 % ( 19.09 %)
Projected Collateral Losses N/A 0.02 % - 2.73 % ( 0.71 %)
Projected Collateral Severities N/A 10.00 % - 10.00 % ( 10.00 %)
Pull Through Percentages N/A 65.00 % - 100.00 % ( 89.33 %)
AG Arc
Comparable Multiple Book Value Multiple $ 50,016 1.025 x - 1.025 x ( 1.025 x)
$ 30,778 0.95 x - 0.95 x ( 0.95 x)
Securitized Debt
Yield 4.37 % - 30.00 % ( 5.42 %)
5.11 % - 25.00 % ( 5.86 %)
Discounted Cash Flow Projected Collateral Prepayments $ ( 7,177,923 ) 4.92 % - 22.00 % ( 10.09 %)
$ ( 5,491,967 ) 4.95 % - 14.48 % ( 8.85 %)
Projected Collateral Losses 0.00 % - 0.50 % ( 0.08 %)
0.00 % - 0.50 % ( 0.07 %)
Projected Collateral Severities 10.00 % - 100.00 % ( 27.79 %)
10.00 % - 26.00 % ( 19.63 %)
Other Liabilities (4)
Yield N/A 6.58 % - 6.96 % ( 6.67 %)
Discounted Cash Flow Projected Collateral Prepayments $ — N/A $ ( 336 ) 9.00 % - 26.94 % ( 18.34 %)
Projected Collateral Losses N/A 0.01 % - 1.36 % ( 0.17 %)
Projected Collateral Severities N/A 10.00 % - 10.00 % ( 10.00 %)
Pull Through Percentages N/A 65.00 % - 100.00 % ( 90.48 %)
(1) Amounts are weighted based on fair value.
(2) Projected collateral severities excludes assumed recoveries on certain residential mortgage loans. 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.
(4) Other assets and Other liabilities include derivative forward purchase commitments and loan purchase commitments, if applicable.
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Notes to Consolidated Financial Statements
6. Financing
The following table presents a summary of the Company's financing as of December 31, 2025 and 2024 ($ in thousands).
December 31, 2025
December 31, 2024
Weighted Average Collateral Fair Value (1)(2)
Current Face Carrying Value Stated Maturity Funding Cost Life (Years) Carrying Value
Financing Arrangements by Asset Type (3)
Securitized Residential Mortgage Loans (4)
Non-Agency Loans $ 428,657 $ 428,657 Jan 2026 - May 2026 5.28 % 0.16 $ 641,399 $ 370,913
Home Equity Loans 67,752 67,752 Jan 2026 - Mar 2026 4.67 % 0.11 84,064 —
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)
Agency-Eligible Loans 19,490 19,490 Sep 2026 - Dec 2026 5.43 % 0.87 21,149 95,688
Home Equity Loans (6) 58,951 58,951 Jun 2026 - Jul 2026 6.27 % 0.47 142,339 87,440
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
Legacy WMC CMBS 18,540 18,540 Feb 2026 - Mar 2026 5.29 % 0.16 42,538 20,416
Agency RMBS 10,857 10,857 Jan 2026 - Mar 2026 4.32 % 0.20 15,465 2,038
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
Securitized debt, at fair value (7)(8)
Non-Agency Loans (9) $ 6,432,326 $ 6,265,540 N/A 5.37 % 5.73 N/A $ 5,391,413
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
Senior Unsecured Notes (10)
February 2029 Senior Unsecured Notes $ 34,500 $ 33,327 Feb 2029 10.79 % 3.17 N/A $ 33,028
May 2029 Senior Unsecured Notes 65,000 63,131 May 2029 10.52 % 3.42 N/A 62,693
Total Senior Unsecured Notes $ 99,500 $ 96,458 10.61 % 3.33 N/A $ 95,721
Total Financing $ 8,243,031 $ 8,100,775 5.44 % 5.05 $ 1,253,086 $ 6,329,796
(1) The Company also had $ 7.8 million and $ 10.6 million of cash pledged under repurchase agreements as of December 31, 2025 and 2024, respectively.
(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.
(3) Financing arrangements are recorded at amortized cost on the Company's consolidated balance sheets. 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. 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. Refer to Note 3 for more information on the Non-Agency VIEs, Home Equity VIEs, and RPL/NPL VIEs.
(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.
(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. 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. 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. 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.
(8) The weighted average funding costs are calculated based on the amortized cost of the underlying securities.
(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. The notional value is used solely to determine interest distributions on the interest only classes of securities. 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.
(10) The Senior Unsecured Notes are recorded at amortized cost in the Company's consolidated balance sheets. As of December 31, 2025, the fair value of the Senior Unsecured Notes was $ 101.7 million. 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.
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Notes to Consolidated Financial Statements
Senior Unsecured Notes
The Company’s Senior Unsecured Notes consist of $ 34.5 million principal amount 9.500 % Senior Notes due February 2029 ("February 2029 Senior Unsecured Notes") and $ 65.0 million principal amount 9.500 % Senior Notes due May 2029 ("May 2029 Senior Unsecured Notes" and together with the February 2029 Senior Unsecured Notes, the "Senior Unsecured Notes"). The February 2029 Senior Unsecured Notes were issued on January 26, 2024 in a public offering for net proceeds of approximately $ 32.8 million and the May 2029 Senior Unsecured Notes were issued on May 15, 2024 in a public offering for net proceeds of approximately $ 62.4 million. The below table provides a summary of the Senior Unsecured Notes as of December 31, 2025 ($ in thousands).
Principal Amount (1) Carrying Value Maturity
Date (2) Redemption Date (3) Rate (4)
February 2029 Senior Unsecured Notes
$ 34,500 $ 33,327 February 15, 2029 February 15, 2026 9.500 %
May 2029 Senior Unsecured Notes
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) The Company has the option to redeem the Senior Unsecured Notes earlier than the maturity date.
(3) The Company may redeem the Senior Unsecured Notes in whole or in part at any time or from time to time at the Company’s option on or after the redemption date, upon not less than 30 days written notice to holders prior to the redemption date, at a redemption price equal to 100 % of the outstanding principal amount of the Senior Unsecured Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
(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.
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).
Years Ended
December 31, 2025 December 31, 2024
Coupon interest expense
$ 9,453 $ 6,926
Amortization expense
737 504
Total interest expense $ 10,190 $ 7,430
Legacy WMC Convertible Notes
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. The Legacy WMC Convertible Notes had an interest rate of 6.75 % and interest was paid semiannually. During the year ended December 31, 2024, the Company repurchased $ 7.1 million of principal amount of its outstanding Legacy WMC Convertible Notes. The Company paid off the remaining principal amount outstanding of the Legacy WMC Convertible Notes at maturity in September 2024.
There was no interest expense incurred during the year ended December 31, 2025 as the Legacy WMC Convertible Notes matured in September 2024. The below table details the total interest expense incurred on the Legacy WMC Convertible Notes during the year ended December 31, 2024 (in thousands).
Year Ended
December 31, 2024
Coupon interest expense
$ 3,805
Amortization expense
912
Total interest expense $ 4,717
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Notes to Consolidated Financial Statements
Contractual maturities
The following table allocates the current face of the Company's borrowings under financing arrangements and the Senior Unsecured Notes as of December 31, 2025 by contractual maturity (in thousands). Securitized debt is excluded from the below table as it does not have a contractual maturity.
Within 30 Days Over 30 Days to 3 Months Over 3 Months to 12 Months Over 12 Months Total
Financing Arrangements by Asset Type
Securitized Residential Mortgage Loans
Non-Agency Loans $ 154,556 $ 242,563 $ 31,538 $ — $ 428,657
Home Equity Loans 38,620 29,132 — — 67,752
Re- and Non-Performing Loans 10,518 16,746 — — 27,264
Residential Mortgage Loans
Agency-Eligible Loans — — 19,490 — 19,490
Home Equity Loans — — 58,951 — 58,951
Non-Agency Loans — — 29,817 — 29,817
Legacy WMC Commercial Loans (1) — 27,436 — — 27,436
Non-Agency RMBS 41,828 92,153 3,405 — 137,386
Legacy WMC CMBS — 18,540 — — 18,540
Agency RMBS 923 9,934 — — 10,857
Other Assets — — 244 — 244
Total Financing Arrangements $ 246,445 $ 436,504 $ 143,445 $ — $ 826,394
Senior Unsecured Notes
February 2029 Senior Unsecured Notes $ — $ — $ — $ 34,500 $ 34,500
May 2029 Senior Unsecured Notes — — — 65,000 65,000
Total Senior Unsecured Notes $ — $ — $ — $ 99,500 $ 99,500
(1) The borrowers for the Company’s Legacy WMC Commercial Loans are in maturity default as of December 31, 2025. 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. 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
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).
December 31, 2025 December 31, 2024
Counterparty Stockholders' Equity
at Risk Weighted Average
Maturity (days) Percentage of
Stockholders' Equity Stockholders' Equity
at Risk Weighted Average
Maturity (days) Percentage of
Stockholders' Equity
Goldman Sachs Bank USA $ 153,393 103 27.4 % $ 92,220 118 17.1 %
BofA Securities, Inc 150,267 68 26.8 % 135,141 82 25.0 %
Barclays Capital Inc. 80,721 73 14.4 % 75,516 20 14.0 %
JP Morgan Securities, LLC 29,992 31 5.3 % (1) (1) (1)
Various (2) (2) (2) (2) 81,855 211 15.2 %
(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.
(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. WMC RR 2023-1 Trust matured and was paid off in July 2025. As of December 31, 2025, the Company had no equity at risk under WMC RR 2023-1 Trust.
Financial Covenants
The Company’s financing arrangements generally include customary representations, warranties, and covenants, but may also contain more restrictive supplemental terms and conditions. Although specific to each financing arrangement, typical supplemental terms include requirements of minimum equity and liquidity, leverage ratios, and performance triggers. In
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Notes to Consolidated Financial Statements
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. Financings pursuant to financing arrangements are generally recourse to the Company. As of December 31, 2025, the Company is in compliance with all of its financial covenants.
7. Other assets and liabilities
The following table details certain information related to the Company's "Other assets" and "Other liabilities" line items on its consolidated balance sheets as of December 31, 2025 and 2024 (in thousands).
December 31, 2025 December 31, 2024
Other assets
Interest receivable $ 47,868 $ 34,930
Real estate owned 7,398 3,537
Derivative assets, at fair value 149 204
Other assets 2,253 3,269
Due from broker 1,232 —
Total Other assets $ 58,900 $ 41,940
Other liabilities
Due to affiliates (1) $ 4,580 $ 4,275
Interest payable 34,385 28,294
Derivative liabilities, at fair value — 340
Accrued expenses 1,836 1,698
Due to broker 1,655 48
Taxes payable 264 103
Total Other liabilities $ 42,720 $ 34,758
(1) Refer to Note 10 for more information.
Derivatives
The following table presents information related to the Company's derivatives and other instruments and their balance sheet location as of December 31, 2025 and 2024 (in thousands).
Balance Sheet Location December 31, 2025 December 31, 2024
Derivatives and Other Instruments (1) Notional Fair Value Notional Fair Value
Pay Fix/Receive Float Interest Rate Swap Agreements (2) (3) Other assets $ 283,500 $ 149 $ 337,550 $ —
Pay Fix/Receive Float Interest Rate Swap Agreements (2) (3) Other liabilities 89,060 — 5,000 ( 4 )
Forward Purchase Commitments Other assets 475 — 30,581 204
Forward Purchase Commitments Other liabilities — — 35,398 ( 336 )
(1) As of December 31, 2025 and 2024, no derivatives held by the Company were designated as hedges for accounting purposes.
(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. 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. As of December 31, 2024, the Company's pay fix/receive float interest rate swaps had a weighted average pay-fixed rate of 3.48 %, a weighted average receive-variable rate of 4.49 %, and a weighted average years to maturity of 4.86 years.
Derivative and other instruments eligible for offset are presented gross on the consolidated balance sheets as of December 31, 2025 and 2024, if applicable. The Company has not offset or netted any derivatives or other instruments with any financial instruments or cash collateral posted or received.
The Company must post cash or securities as collateral on its derivative instruments when their fair value declines. This typically occurs when prevailing market rates change adversely, with the severity of the change also dependent on the term of
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Notes to Consolidated Financial Statements
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. As of December 31, 2025, the Company's restricted cash balance included $ 9.6 million of collateral related to certain derivatives, of which $ 5.5 million represents cash collateral posted by the Company and $ 4.1 million represents amounts related to variation margin. 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.
The following table summarizes total income related to derivatives and other instruments for the years ended December 31, 2025 and 2024 (in thousands).
Years Ended
December 31, 2025 December 31, 2024
Included within Net interest component of interest rate swaps
Interest Rate Swaps $ 3,447 $ 7,617
Included within Net unrealized gain/(loss)
Interest Rate Swaps ( 6,381 ) 11,977
Short TBAs — 63
Forward Purchase Commitments 132 ( 1,298 )
( 6,249 ) 10,742
Included within Net realized gain/(loss)
Interest Rate Swaps ( 4,098 ) ( 22,265 )
Short TBAs ( 2,720 ) 24
Forward Purchase Commitments ( 31 ) 1,360
( 6,849 ) ( 20,881 )
Total income/(loss) $ ( 9,651 ) $ ( 2,522 )
Derivative activity
The following table presents information about the Company’s derivatives for the years ended December 31, 2025 and 2024 (in thousands).
Beginning
Notional
Amount Buys or Covers Sales or Shorts (1) Ending
Notional
Amount Derivative
Asset Derivative
Liability
Year Ended December 31, 2025
Short TBAs $ — $ ( 1,075,000 ) $ 1,075,000 $ — $ — $ —
Interest Rate Swaps 342,550 738,680 ( 708,670 ) 372,560 149 —
Year Ended December 31, 2024
Short TBAs $ ( 9,000 ) $ ( 121,000 ) $ 130,000 $ — $ — $ —
Interest Rate Swaps 503,000 1,067,300 ( 1,227,750 ) 342,550 — ( 4 )
(1) The sales or shorts include $ 60.0 million of interest rate swaps that matured during the year ended December 31, 2024.
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Notes to Consolidated Financial Statements
8. Earnings per share
The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share for the years ended December 31, 2025 and 2024 (in thousands, except per share data).
Years Ended
December 31, 2025
December 31, 2024
Numerator:
Net Income/(Loss) $ 48,668 $ 55,737
Dividends on preferred stock 21,242 19,353
Net Income/(Loss) Available to Common Stockholders $ 27,426 $ 36,384
Denominator:
Basic weighted average common shares outstanding 30,542 29,487
Dilutive effect of restricted stock units 20 27
Diluted weighted average common shares outstanding 30,562 29,514
Earnings/(Loss) Per Share
Basic $ 0.90 $ 1.23
Diluted $ 0.90 $ 1.23
Dividends
The following tables detail the Company's common stock dividends declared during the years ended December 31, 2025 and 2024.
Year Ended December 31, 2025
Year Ended December 31, 2024
Declaration Date Record Date Payment Date Cash Dividend Per Share Declaration Date Record Date Payment Date Cash Dividend Per Share
3/17/2025 3/31/2025 4/30/2025 $ 0.20 3/15/2024 3/29/2024 4/30/2024 $ 0.18
6/17/2025 6/30/2025 7/31/2025 0.21 6/13/2024 6/28/2024 7/31/2024 0.19
9/15/2025 9/30/2025 10/31/2025 0.21 9/16/2024 9/30/2024 10/31/2024 0.19
12/15/2025 12/31/2025 1/30/2026 0.23 12/16/2024 12/31/2024 1/31/2025 0.19
Total $ 0.85 Total $ 0.75
The following tables detail the Company's preferred stock dividends declared and paid during the years ended December 31, 2025 and 2024.
2025 Cash Dividend Per Share
Declaration Date Record Date Payment Date 8.25 % Series A
8.00 % Series B
8.000 % Series C
2/14/2025 2/28/2025 3/17/2025 $ 0.51563 $ 0.50 $ 0.693062
5/5/2025 5/30/2025 6/17/2025 0.51563 0.50 0.704864
7/31/2025 8/29/2025 9/17/2025 0.51563 0.50 0.706042
11/3/2025 11/28/2025 12/17/2025 0.51563 0.50 0.680181
Total $ 2.06252 $ 2.00 $ 2.784149
2024 Cash Dividend Per Share
Declaration Date Record Date Payment Date 8.25 % Series A
8.00 % Series B
8.000 % Series C
2/16/2024 2/29/2024 3/18/2024 $ 0.51563 $ 0.50 $ 0.50
5/2/2024 5/31/2024 6/17/2024 0.51563 0.50 0.50
8/1/2024 8/30/2024 9/17/2024 0.51563 0.50 0.50
11/4/2024 11/29/2024 12/17/2024 0.51563 0.50 0.733117
Total $ 2.06252 $ 2.00 $ 2.233117
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Notes to Consolidated Financial Statements
9. Income taxes
The Company conducts its operations to qualify and be taxed as a REIT. As a REIT, the Company is not subject to federal income tax to the extent that it makes qualifying distributions to its stockholders, and provided it satisfies on a continuing basis, through actual investment and operating results, the REIT requirements including certain asset, income, distribution, and stock ownership tests. The state and local tax jurisdictions for which the Company is subject to tax-filing obligations recognize the Company’s status as a REIT, and therefore, the Company generally does not pay income tax in such jurisdictions. The Company may, however, be subject to certain minimum state and local tax filing fees as well as certain excise, franchise, or business taxes.
Excise Tax
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. 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).
Years Ended
December 31, 2025
December 31, 2024
Excise tax expense (1) $ ( 110 ) $ 103
(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
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. However, the Company’s use of the NOLs obtained in the WMC acquisition is limited under Section 382 of the Internal Revenue Code. 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.
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. 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.
In connection with the WMC acquisition, the Company obtained NCL carryforwards. As of December 31, 2025 and 2024, these estimated NCL carryforwards were $ 153.9 million and $ 150.6 million, respectively. These NCL carryforwards will expire between 2026 and 2030. However, the Company’s use of these NCLs is limited under Sections 382 and 383 of the Internal Revenue Code.
Reconciliation of Statutory Tax Rate to Effective Tax Rate
The following is a reconciliation of the statutory federal rate to the effective rates for the year ended December 31, 2025 ($ in thousands).
Year Ended December 31, 2025
Amount Percent
Statutory federal income tax $ 10,406 21.0 %
State taxes, net of federal benefit 260 0.5 %
Nontaxable or nondeductible items:
REIT (income)/loss not subject to corporate income tax ( 8,952 ) ( 18.0 ) %
Differences in taxable income/(loss) from GAAP net income/(loss) 2,295 4.6 %
Changes in valuation allowance ( 3,121 ) ( 6.3 ) %
Income tax expense / effective tax rate $ 888 1.8 %
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Notes to Consolidated Financial Statements
Taxable REIT Subsidiaries
The Company elected to treat certain domestic subsidiaries as taxable REIT subsidiaries ("TRSs"). 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. Currently, the Company has wholly owned domestic TRSs that are taxable as corporations and subject to U.S. federal, state, and local income tax on net income at the applicable corporate rates. The federal statutory rate for the years ended December 31, 2025 and 2024 was 21%. The Company’s effective tax rate differs from its combined U.S. 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.
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).
Years Ended
December 31, 2025
December 31, 2024
Federal $ 559 $ —
State and Local 329 112
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. The following table discloses the components of the Company’s deferred tax assets and deferred tax liabilities, if applicable, as of December 31, 2025 and 2024 (in thousands).
Years Ended
December 31, 2025 December 31, 2024
Deferred tax assets
Net operating loss carryforwards $ 24,223 $ 27,411
Capital loss carryforwards (1) 3,925 7,426
GAAP/tax basis differences 389 ( 100 )
Total deferred tax assets $ 28,537 $ 34,737
Less: valuation allowance ( 28,537 ) ( 34,737 )
Net deferred tax assets $ — $ —
(1) The capital loss carryforwards outstanding as of December 31, 2025 expire between 2026 and 2030.
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. 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. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which temporary differences become deductible. The Company concluded it is more likely than not the deferred tax asset will not be realized and established a valuation allowance of $ 28.5 million and $ 34.7 million as of December 31, 2025 and 2024, respectively.
Uncertain Income Tax Positions
Based on its analysis of any potential uncertain income tax positions, the Company concluded it did not have any uncertain tax positions that meet the recognition or measurement criteria of ASC 740 as of December 31, 2025 and 2024. The Company’s and WMC's federal income tax returns for the last three tax years are open to examination by the Internal Revenue Service. There are no ongoing U.S. federal, state or local tax examinations related to the Company. In the event that the Company incurs income tax related interest and penalties, its policy is to classify them as a component of provision for income taxes. The Company did no t incur any interest or penalties during the years ended December 31, 2025 and 2024.
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Notes to Consolidated Financial Statements
10. Related party transactions
Manager
The Company has entered into a management agreement with the Manager, which provided for an initial term and will be deemed renewed automatically each year for an additional one-year period, subject to certain termination rights. The Company is externally managed and advised by the Manager. 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. Each of the Company’s officers is an employee of TPG or its affiliates. The Company does not have any employees. 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.
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. The MITT Management Agreement Amendment became effective automatically upon the closing of the WMC acquisition.
Management fee
The Manager is entitled to a management fee equal to 1.50 % per annum, calculated and paid quarterly, of the Company’s Stockholders’ Equity. For purposes of calculating the management fee, "Stockholders’ Equity" means the sum of the net proceeds from any issuances of equity securities (including preferred securities) since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance, and excluding any future equity issuance to the Manager), plus the Company’s retained earnings at the end of such quarter (without taking into account any non-cash equity compensation expense or other non-cash items incurred in current or prior periods), less any amount that the Company pays for repurchases of its common stock, excluding any unrealized gains, losses or other non-cash items that have impacted stockholders’ equity as reported in the Company’s financial statements prepared in accordance with GAAP, regardless of whether such items are included in other comprehensive income or loss, or in net income, and excluding one-time events pursuant to changes in GAAP, and certain other non-cash charges after discussions between the Manager and the Company’s independent directors and after approval by a majority of the Company’s independent directors. Stockholders’ Equity, for purposes of calculating the management fee, could be greater or less than the amount of stockholders’ equity shown on the Company’s financial statements.
The below table details the management fees incurred during the years ended December 31, 2025 and 2024 (in thousands).
Years Ended
Consolidated statements of operations line item: December 31, 2025
December 31, 2024
Management fee to affiliate (1) $ 9,266 $ 7,533
(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.
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. 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
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Notes to Consolidated Financial Statements
combination of cash and shares. During the years ended December 31, 2025 and 2024, the Company did no t incur any incentive fee expense.
Termination fee
Upon the occurrence of (i) the Company’s termination of the management agreement without cause or (ii) the Manager’s termination of the management agreement upon a breach by the Company of any material term of the management agreement, the Manager will be entitled to a termination fee equal to three times the average annual management fee during the 24-month period prior to such termination, calculated as of the end of the most recently completed fiscal quarter. As of December 31, 2025 and 2024, no event of termination of the management agreement had occurred.
Expense reimbursement
The Company is required to reimburse the Manager or its affiliates for operating expenses which are incurred by the Manager or its affiliates on behalf of the Company, including expenses relating to legal, accounting, due diligence, and other services. The Company’s reimbursement obligation is not subject to any dollar limitation; however, the reimbursement is subject to an annual budget process which combines guidelines from the management agreement with oversight by the Company’s Board of Directors.
The Company reimburses the Manager or its affiliates for the Company’s allocable share of the compensation, including, without limitation, annual base salary, bonus, any related withholding taxes, and employee benefits paid to (i) the Company’s chief financial officer based on the percentage of time spent on Company affairs, (ii) the Company’s general counsel based on the percentage of time spent on the Company’s affairs, and (iii) other corporate finance, tax, accounting, internal audit, legal, risk management, operations, compliance, and other non-investment personnel of the Manager and its affiliates who spend all or a portion of their time managing the Company’s affairs based upon the percentage of time devoted by such personnel to the Company’s affairs. In their capacities as officers or personnel of the Manager or its affiliates, they devote such portion of their time to the Company’s affairs as is necessary to enable the Company to operate its business.
The below table details the expense reimbursement incurred during the years ended December 31, 2025 and 2024 (in thousands).
Years Ended
Consolidated statements of operations line item: December 31, 2025 December 31, 2024
Non-investment related expenses (1)
$ 6,325 $ 5,715
Investment related expenses
670 477
Transaction related expenses 589 608
Expense reimbursements to Manager or its affiliates $ 7,584 $ 6,800
(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. 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. 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.
Arc Home
On December 9, 2015, the Company, alongside private funds managed by TPG or its affiliates, through AG Arc formed Arc Home. As of December 31, 2025 and 2024, the Company had an approximate 66.0 % and 44.6 % interest in AG Arc, respectively. 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. Arc Home is led by an external management team. The Company elected the fair value option with respect to
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Notes to Consolidated Financial Statements
its investment in AG Arc pursuant to ASC 825. The Company elected to treat its investment in AG Arc as a taxable REIT subsidiary.
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. In connection with the acquisition, the Company issued 2,027,676 restricted shares of the Company’s common stock as consideration. 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.
MATH
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. The Company has an approximate 47.0 % interest in MATH. 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
The below table summarizes the components of the "Investments in debt and equity of affiliates" line item on the Company's consolidated balance sheets as of December 31, 2025 and 2024 and the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statements of operations for the years ended December 31, 2025 and 2024 (in thousands).
December 31, 2025
December 31, 2024
Assets Liabilities Equity Net Income/(Loss) Assets Liabilities Equity Net Income/(Loss)
Non-QM Securities (1) $ 9,439 $ — $ 9,439 $ ( 1,167 ) $ 13,304 $ — $ 13,304 $ 1,289
Re/Non-Performing Securities 599 — 599 ( 137 ) 2,462 ( 588 ) 1,874 711
Residential investments - Fair value / Net income /(loss) 10,038 — 10,038 ( 1,304 ) 15,766 ( 588 ) 15,178 2,000
AG Arc - Fair value / Net income/(loss) (2) (3) 50,016 — 50,016 4,125 30,778 — 30,778 1,141
Cash and Other assets/(liabilities) 1,291 ( 12 ) 1,279 — 910 ( 25 ) 885 —
Investments in debt and equity of affiliates / Equity in earnings/(loss) from affiliates $ 61,345 $ ( 12 ) $ 61,333 $ 2,821 $ 47,454 $ ( 613 ) $ 46,841 $ 3,141
(1) As of December 31, 2025 and 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.
(2) Earnings/(loss) recognized by AG Arc do 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. Refer to "Transactions with Arc Home" below for more information on this accounting policy.
(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
Transactions with Red Creek Asset Management LLC
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. 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. The below details the fees paid by the Company to the Asset Manager during the years ended December 31, 2025 and 2024 (in thousands).
Years Ended
December 31, 2025
December 31, 2024
Fees paid to Asset Manager $ 2,466 $ 2,744
As of December 31, 2025 and 2024, the Company recorded asset management fees payable of $ 0.2 million and $ 0.2 million, respectively. Asset management fees payable are included within the "Due to affiliates" item within the "Other liabilities" line item on the consolidated balance sheets.
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Notes to Consolidated Financial Statements
Transactions with Arc Home
Arc Home may sell loans to the Company, third-parties, or affiliates of the Manager. 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).
Years Ended
December 31, 2025 December 31, 2024
Residential mortgage loans sold by Arc Home to the Company $ 137,661 $ 432,543
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. The table below summarizes intra-entity profits eliminated during the years ended December 31, 2025 and 2024 (in thousands).
Years Ended
December 31, 2025 December 31, 2024
Intra-Entity Profits Eliminated $ 411 $ 1,107
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. Actual loan purchases are contingent upon successful loan closings. These commitments to purchase mortgage loans are classified as derivatives. 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. See Note 7 and Note 12, if applicable, for more detail.
Transactions under the Company's Affiliated Transaction Policy
The below table details transactions where the Company purchased or sold assets from or to an affiliate of the Manager ($ in millions). The transactions were executed in accordance with the Company's Affiliated Transaction Policy. Refer to the "Transactions with Arc Home" section above for additional information related to transactions with Arc Home, which are excluded from the table below.
Date Transaction Fair Value (1) Pricing Methodology
June 2025 Purchase of Re/Non-Performing Securities (2) $ 0.1 Third party pricing vendors (3)
August 2025 Purchase of AG Arc (4) (5) 15.7 Third party pricing vendors (3)
(1) As of the transaction date.
(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.
(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.
(5) Refer to “Investments in debt and equity of affiliates - Arc Home” above for additional information on this transaction.
11. Equity
Stock repurchase programs
On August 3, 2022, the Company's Board of Directors authorized a stock repurchase program (the "2022 Repurchase Program") to repurchase up to $ 15.0 million of the Company’s outstanding common stock. The 2022 Repurchase Program does not have an expiration date and permits the Company to repurchase its shares through various methods, including open market repurchases, privately negotiated block transactions and Rule 10b5-1 plans. The Company may repurchase shares of its common stock from time to time in compliance with SEC regulations and other legal requirements. 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. The 2022 Repurchase Program does not obligate the Company to acquire any particular amount of shares and may be modified or discontinued at any
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Notes to Consolidated Financial Statements
time. As of December 31, 2025, approximately $ 1.5 million of common stock remained authorized for future share repurchases under the 2022 Repurchase Program. 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. As of December 31, 2025, the full $ 15.0 million authorized amount remains available for repurchase under the 2023 Repurchase Program. This authorization is in addition to the amount remaining under the 2022 Repurchase Program.
On February 22, 2021, the Company's Board of Directors authorized a stock repurchase program (the "Preferred Repurchase Program") pursuant to which the Company's Board of Directors granted a repurchase authorization to acquire shares of its Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock having an aggregate value of up to $ 20.0 million. No share repurchases under the Preferred Repurchase Program have been made since its authorization.
Shares of stock repurchased by the Company under any repurchase program, if any, will be cancelled and, until reissued by the Company, will be deemed to be authorized but unissued shares of its stock as required by Maryland law. The cost of the acquisition by the Company of shares of its own stock in excess of the aggregate par value of the shares first reduces additional paid-in capital, to the extent available, with any residual cost applied against retained earnings.
Restricted stock grants
Equity Incentive Plans
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. 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. 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).
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. As of December 31, 2025, there were 994,510 remaining shares available to be issued under the 2025 Equity Incentive Plan.
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. 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.
Manager Equity Incentive Plans
Following approval of the Company's stockholders at its 2021 annual meeting of stockholders, the AG Mortgage Investment Trust, Inc. 2021 Manager Equity Incentive Plan (the "2021 Manager Plan") became effective on April 7, 2021 and provides for a maximum of 573,425 shares of common stock that may be subject to awards thereunder to the Manager. As of December 31, 2025, there were no shares or awards issued under the 2021 Manager Plan. 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.
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Notes to Consolidated Financial Statements
Restricted Stock Awards and Restricted Stock Units
The following table presents information with respect to the Company’s restricted stock and restricted stock units for the years ended December 31, 2025 and 2024.
Year Ended December 31, 2025 Year Ended December 31, 2024
Shares of Restricted Stock and Restricted Stock Units Weighted Average Grant Date Fair Value Shares of Restricted Stock and Restricted Stock Units Weighted Average Grant Date Fair Value
Unvested at beginning of year 130,000 $ 6.95 25,962 $ 5.55
Granted (1)(2) 64,500 7.16 205,224 6.83
Vested ( 64,500 ) 7.16 ( 101,186 ) 6.34
Forfeited — — — —
Unvested at end of year 130,000 $ 6.95 130,000 $ 6.95
(1) The grant date fair value of restricted stock awards issued to the Company's independent directors is established as the average of the high and low prices of the Company's common stock at the grant date.
(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.
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.
Director compensation
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. The number of shares of restricted common stock to be issued each quarter to each independent director is determined based on the average of the high and low prices of the Company’s common stock on the New York Stock Exchange on the last trading day of each fiscal quarter. To the extent that any fractional shares would otherwise be issuable and payable to each independent director, a cash payment is made to each independent director in lieu of any fractional shares. All directors’ fees are paid pro rata (and restricted common stock grants determined) on a quarterly basis in arrears, and shares issued are fully vested and non-forfeitable. 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.
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
The Company has entered into separate equity distribution agreements (the "2024 Equity Distribution Agreements") with each of BTIG, LLC, JonesTrading Institutional Services LLC, Keefe, Bruyette & Woods, Inc. and Piper Sandler & Co. (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. 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 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
On March 26, 2024, the Company filed a new shelf registration statement, registering up to $ 1.0 billion of its securities, including capital stock (the "2024 Registration Statement"). The 2024 Registration Statement was declared effective on April 9, 2024 and will generally remain effective for three years . Upon effectiveness of the 2024 Registration Statement, the Company's previous S-3 registration statement filed in 2021 was terminated.
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Acquisition of additional interest in AG Arc
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. Refer to Note 10 for additional information. 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
The Company is authorized to designate and issue up to 50.0 million shares of preferred stock, par value $ 0.01 per share, in one or more classes or series. As of December 31, 2025 and 2024, there were 1.7 million, 3.7 million, and 3.7 million of Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, respectively, issued and outstanding.
The following table includes a summary of preferred stock issued and outstanding as of December 31, 2025 ($ and shares in thousands).
Preferred Stock Series Issuance Date Shares Outstanding Carrying Value Aggregate Liquidation Preference (1) Optional Redemption
Date (2) Rate (3)
Series A Preferred Stock August 3, 2012 1,663 $ 40,110 $ 41,580 August 3, 2017 8.25 %
Series B Preferred Stock September 27, 2012 3,728 90,187 93,191 September 17, 2017 8.00 %
Series C Preferred Stock September 17, 2019 3,729 90,175 93,220 September 17, 2024 (4)
Total 9,120 $ 220,472 $ 227,991
(1) The Company's Preferred Stock has a liquidation preference of $ 25.00 per share.
(2) Shares have no stated maturity and are not subject to any sinking fund or mandatory redemption. Shares of the Company’s Preferred Stock are redeemable at $ 25.00 per share plus accumulated and unpaid dividends (whether or not declared) exclusively at the Company’s option.
(3) Dividends are payable quarterly in arrears on the 17th day of each March, June, September, and December and holders are entitled to receive cumulative cash dividends at the respective stated rate per annum before holders of common stock are entitled to receive any cash dividends.
(4) The initial dividend rate for the Series C Preferred Stock, from and including the date of original issue to, but not including, September 17, 2024, was 8.000 % per annum of the $ 25.00 per share liquidation preference. On and after September 17, 2024, dividends on the Series C Preferred Stock accumulate at a percentage of the $ 25.00 liquidation preference equal to an annual floating rate of the three-month CME Term SOFR (plus a tenor spread adjustment of 0.26161 %) plus a spread of 6.476 %. Pursuant to the terms of the Series C Preferred Stock, the Company has appointed a calculation agent to determine the floating rate. The calculation agent may also implement changes to the business day convention, the definition of business day, the dividend determination date, and any method for obtaining the substitute or successor base rate if such rate is unavailable on the relevant business day, in a manner that is consistent with industry accepted practices.
The Company's Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock generally do not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive). 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. 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.
12. Commitments and Contingencies
From time to time, the Company may become involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2025, the Company was not involved in any material legal proceedings.
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TPG Mortgage Investment Trust Inc. and Subsidiaries
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
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
(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. 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.
(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.
13. Segment Reporting
As of December 31, 2025, the Company's reportable segments include (i) Loans and Securities and (ii) Arc Home. Segment information for prior periods has been updated to conform to the current year presentation.
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. The Company’s CODM is its Chief Executive Officer. 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. The CODM is regularly provided operating expenses as presented on the consolidated statements of operations when evaluating the Company’s net income/(loss).
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. 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.
Loans and Securities Segment
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. 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. The Company's Residential Investments, Agency RMBS, and Legacy WMC Commercial Investments are included in the Loans and Securities segment. 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. 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.
Arc Home Segment
The Arc Home segment includes the Company's equity method investment in AG Arc, which owns Arc Home. As of December 31, 2025 and 2024, the Company had an approximate 66.0 % and 44.6 % interest in AG Arc, respectively. 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. Arc Home is a multi-channel licensed mortgage originator and servicer led by an external management team. Arc Home generates revenue primarily through originating and selling residential mortgage loans. 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. The Company elected the fair value option with respect to its investment in AG Arc. 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.
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TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Reportable Segments
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).
Year Ended December 31, 2025
Loans and Securities Arc Home
(1) (2) Other Total
Interest income $ 477,071 $ — $ 3,259 $ 480,330
Interest expense 393,607 — 10,190 403,797
Total Net Interest Income 83,464 — ( 6,931 ) 76,533
Total Other Income/(Loss) 13,217 — — 13,217
Management fee to affiliate — — 9,266 9,266
Non-investment related expenses — — 10,819 10,819
Investment related expenses 15,625 — — 15,625
Transaction related expenses 6,400 895 10 7,305
Total Expenses 22,025 895 20,095 43,015
Income/(loss) before equity in earnings/(loss) from affiliates 74,656 ( 895 ) ( 27,026 ) 46,735
Equity in earnings/(loss) from affiliates ( 1,304 ) 4,125 — 2,821
Income/(loss) before income taxes 73,352 3,230 ( 27,026 ) 49,556
Income tax expense 888 — — 888
Net Income/(Loss) 72,464 3,230 ( 27,026 ) 48,668
Dividends on preferred stock — — 21,242 21,242
Net Income/(Loss) Available to Common Stockholders $ 72,464 $ 3,230 $ ( 48,268 ) $ 27,426
Year Ended December 31, 2024
Loans and Securities Arc Home
(1) (2) Other Total
Interest income $ 404,269 $ — $ 4,226 $ 408,495
Interest expense 330,456 — 12,147 342,603
Total Net Interest Income 73,813 — ( 7,921 ) 65,892
Total Other Income/(Loss) 21,655 — — 21,655
Management fee to affiliate — — 7,533 7,533
Non-investment related expenses — — 10,620 10,620
Investment related expenses 13,522 — — 13,522
Transaction related expenses 3,044 — 120 3,164
Total Expenses 16,566 — 18,273 34,839
Income/(loss) before equity in earnings/(loss) from affiliates 78,902 — ( 26,194 ) 52,708
Equity in earnings/(loss) from affiliates 2,000 1,141 — 3,141
Income/(loss) before income taxes 80,902 1,141 ( 26,194 ) 55,849
Income tax expense 112 — — 112
Net Income/(Loss) 80,790 1,141 ( 26,194 ) 55,737
Dividends on preferred stock — — 19,353 19,353
Net Income/(Loss) Available to Common Stockholders $ 80,790 $ 1,141 $ ( 45,547 ) $ 36,384
(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. Refer to Note 10 for more information on this accounting policy.
(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.
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TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
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).
Loans and Securities Arc Home Other Total
December 31, 2025
Total Assets $ 8,600,220 $ 50,016 $ 61,294 $ 8,711,530
Total Liabilities 8,039,534 — 111,262 8,150,796
Total Stockholders' Equity 560,686 50,016 ( 49,968 ) 560,734
December 31, 2024
Total Assets $ 6,760,628 $ 30,778 $ 122,203 $ 6,913,609
Total Liabilities 6,263,163 — 107,023 6,370,186
Total Stockholders' Equity 497,465 30,778 15,180 543,423
14. Investments in unconsolidated equity method affiliates
The following table details the summarized balance sheets for the Company’s unconsolidated ownership interests in affiliates accounted for using the equity method as of December 31, 2025 and 2024 (in thousands).
December 31, 2025 December 31, 2024
AG Arc (1) Non-QM Securities (2) Re/Non-Performing Securities (3) Total
Assets
Loans and real estate securities, at fair value $ 444,633 $ 20,083 $ 2,292 $ 467,008 $ 466,516
Mortgage servicing rights, at fair value 2,163 — — 2,163 2,080
Cash and cash equivalents 28,432 2,020 947 31,399 19,147
Restricted cash 508 — — 508 597
Other assets (4) 25,526 284 — 25,810 26,704
Total Assets $ 501,262 $ 22,387 $ 3,239 $ 526,888 $ 515,044
Liabilities
Financing arrangements $ 404,534 $ — $ — $ 404,534 $ 387,929
Other liabilities (4) 20,895 15 21 20,931 19,201
Total Liabilities 425,429 15 21 425,465 407,130
Total Members' Equity
Total Member's equity 75,833 22,372 3,218 101,423 107,914
Total Liabilities & Members' Equity $ 501,262 $ 22,387 $ 3,239 $ 526,888 $ 515,044
The Company's Investments in debt and equity of affiliates $ 50,016 $ 10,474 $ 843 $ 61,333 $ 46,841
(1) As of December 31, 2025 and 2024, the Company had an approximate 66.0 % and 44.6 % interest in AG Arc, respectively.
(2) As of December 31, 2025 and 2024, the Company had an approximate 47.0 % interest in MATH.
(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). When Arc Home determines there is more than a trivial benefit to repurchase the loans, it records the loans on its consolidated balance sheets as an asset and a corresponding liability. 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.
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TPG Mortgage Investment Trust Inc. and Subsidiaries
Notes to Consolidated Financial Statements
The following table details the summarized statements of operations for the Company’s unconsolidated ownership interests in affiliates accounted for using the equity method for the years ended December 31, 2025 and 2024 (in thousands).
Years Ended
December 31, 2025 December 31, 2024
AG Arc (1) Non-QM Securities (2) Re/Non-Performing Securities (3) Total
Net Interest Income
Interest income $ 29,246 $ 4,812 $ 380 $ 34,438 $ 28,340
Interest expense 24,252 — 6 24,258 19,486
Total Net Interest Income 4,994 4,812 374 10,180 8,854
Other Income/(Loss)
Net realized gain/(loss) 43,012 — — 43,012 22,321
Net unrealized gain/(loss) (4) 4,008 ( 6,969 ) ( 764 ) ( 3,725 ) 9,656
Other income/(loss), net (5) 7,777 — — 7,777 15,874
Total Other Income 54,797 ( 6,969 ) ( 764 ) 47,064 47,851
Expenses 51,903 335 200 52,438 45,755
Net Income/(Loss) $ 7,888 $ ( 2,492 ) $ ( 590 ) $ 4,806 $ 10,950
The Company's Equity in earnings/(loss) from affiliates $ 4,125 $ ( 1,167 ) $ ( 137 ) $ 2,821 $ 3,141
(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.
(2) As of December 31, 2025 and 2024, the Company had an approximate 47.0 % interest in MATH.
(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. As of December 31, 2025, the fair value of the Company's investment in Arc Home was calculated using a valuation multiple of 1.025 x book value, which increased from 0.95 x book value as of December 31, 2024. As of December 31, 2023, the fair value of the Company's investment in Arc Home was calculated using a valuation multiple of 0.89 x book value.
(5) "Other income/(loss), net" at AG Arc includes servicing revenue.
Refer to Note 2 and Note 10 for more detail on the Company’s investments in unconsolidated equity method affiliates.
15. Subsequent Events
The Company announced that on February 13, 2026 its Board of Directors declared first quarter 2026 preferred stock dividends on its Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock in the amount of $ 0.51563 , $ 0.50 and $ 0.652391 per share, respectively. The dividends will be paid on March 17, 2026 to holders of record on February 27, 2026.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.