Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
June 30, 2026 December 31, 2025
Assets
Securitized residential mortgage loans, at fair value - $ 726,279 and $ 766,901 pledged as collateral, respectively (1)
$ 7,119,175 $ 7,999,619
Residential mortgage loans, at fair value - $ 261,475 and $ 198,596 pledged as collateral, respectively
262,285 199,677
Commercial loans, at fair value - $ 49,254 and $ 55,376 pledged as collateral, respectively
49,254 55,376
Real estate securities, at fair value - $ 277,341 and $ 231,894 pledged as collateral, respectively
309,254 260,304
Investments in debt and equity of affiliates 55,005 61,333
Cash and cash equivalents 61,636 57,832
Restricted cash 20,526 18,489
Other assets - $ 0 and $ 319 pledged as collateral, respectively
58,449 58,900
Total Assets $ 7,935,584 $ 8,711,530
Liabilities
Securitized debt, at fair value (1) $ 6,355,237 $ 7,177,923
Financing arrangements 891,015 826,394
Senior unsecured notes 96,858 96,458
Dividend payable 7,633 7,301
Other liabilities (2) 38,837 42,720
Total Liabilities 7,389,580 8,150,796
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 31,803 and 31,744 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
318 317
Additional paid-in capital 840,572 840,401
Retained earnings/(deficit) ( 515,358 ) ( 500,456 )
Total Stockholders' Equity 546,004 560,734
Total Liabilities and Stockholders’ Equity $ 7,935,584 $ 8,711,530
(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 unaudited consolidated financial statements.
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Net Interest Income
Interest income $ 124,155 $ 110,865 $ 253,963 $ 219,995
Interest expense 103,912 93,113 213,077 183,394
Total Net Interest Income 20,243 17,752 40,886 36,601
Other Income/(Loss)
Net interest component of interest rate swaps 296 821 698 1,558
Net realized gain/(loss) ( 1,844 ) ( 3,494 ) ( 1,962 ) ( 3,484 )
Net unrealized gain/(loss) 4,422 ( 40 ) ( 12,038 ) 762
Total Other Income/(Loss) 2,874 ( 2,713 ) ( 13,302 ) ( 1,164 )
Expenses
Management fee to affiliate (1) 2,311 2,301 4,630 4,628
Non-investment related expenses (1) 2,306 2,507 4,962 5,787
Investment related expenses (1) 4,220 3,473 8,518 6,883
Transaction related expenses (1) 92 3,018 666 4,079
Total Expenses 8,929 11,299 18,776 21,377
Income/(loss) before equity in earnings/(loss) from affiliates 14,188 3,740 8,808 14,060
Equity in earnings/(loss) from affiliates 269 231 2,269 1,416
Income/(Loss) before Income Taxes 14,457 3,971 11,077 15,476
Income tax expense 188 26 370 54
Net Income/(Loss) 14,269 3,945 10,707 15,422
Dividends on preferred stock 5,177 5,321 10,330 10,625
Net Income/(Loss) Available to Common Stockholders $ 9,092 $ ( 1,376 ) $ 377 $ 4,797
Earnings/(Loss) Per Share of Common Stock
Basic $ 0.29 $ ( 0.05 ) $ 0.01 $ 0.16
Diluted $ 0.29 $ ( 0.05 ) $ 0.01 $ 0.16
Weighted Average Number of Shares of Common Stock Outstanding
Basic 31,786 29,686 31,762 29,672
Diluted 31,803 29,686 31,779 29,697
(1) Refer to Note 10 for additional details on related party transactions.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity (Unaudited)
(in thousands, except per share data)
For the Three Months Ended June 30, 2026 and June 30, 2025
Common Stock Preferred
Stock Additional
Paid-in Capital Retained
Earnings/(Deficit)
Shares Amount Total
Balance at April 1, 2026 31,735 $ 317 $ 220,472 $ 840,396 $ ( 516,789 ) $ 544,396
Grant of restricted stock and amortization of equity based compensation 68 1 — 176 — 177
Common dividends declared ($ 0.24 per share)
— — — — ( 7,633 ) ( 7,633 )
Preferred dividends declared (1) — — — — ( 5,205 ) ( 5,205 )
Net Income/(Loss) — — — — 14,269 14,269
Balance at June 30, 2026 31,803 $ 318 $ 220,472 $ 840,572 $ ( 515,358 ) $ 546,004
Common Stock Preferred
Stock Additional
Paid-in Capital Retained
Earnings/(Deficit)
Shares Amount Total
Balance at April 1, 2025 29,659 $ 297 $ 220,472 $ 824,587 $ ( 501,486 ) $ 543,870
Grant of restricted stock and amortization of equity based compensation 32 — — 176 — 176
Common dividends declared ($ 0.21 per share)
— — — — ( 6,235 ) ( 6,235 )
Preferred dividends declared (1) — — — — ( 5,349 ) ( 5,349 )
Net Income/(Loss) — — — — 3,945 3,945
Balance at June 30, 2025 29,691 $ 297 $ 220,472 $ 824,763 $ ( 509,125 ) $ 536,407
For the Six Months Ended June 30, 2026 and June 30, 2025
Common Stock Preferred
Stock Additional
Paid-in Capital Retained
Earnings/(Deficit)
Shares Amount Total
Balance at January 1, 2026 31,744 $ 317 $ 220,472 $ 840,401 $ ( 500,456 ) $ 560,734
Grant of restricted stock and amortization of equity based compensation, net (2) 59 1 — 171 — 172
Common dividends declared ($ 0.48 per share)
— — — — ( 15,250 ) ( 15,250 )
Preferred dividends declared (3) — — — — ( 10,359 ) ( 10,359 )
Net Income/(Loss) — — — — 10,707 10,707
Balance at June 30, 2026 31,803 $ 318 $ 220,472 $ 840,572 $ ( 515,358 ) $ 546,004
Common Stock Preferred
Stock Additional
Paid-in Capital Retained
Earnings/(Deficit)
Shares Amount Total
Balance at January 1, 2025 29,640 $ 296 $ 220,472 $ 824,380 $ ( 501,725 ) $ 543,423
Grant of restricted stock and amortization of equity based compensation 51 1 — 383 — 384
Common dividends declared ($ 0.41 per share)
— — — — ( 12,167 ) ( 12,167 )
Preferred dividends declared (3) — — — — ( 10,655 ) ( 10,655 )
Net Income/(Loss) — — — — 15,422 15,422
Balance at June 30, 2025 29,691 $ 297 $ 220,472 $ 824,763 $ ( 509,125 ) $ 536,407
(1) For the three months ended June 30, 2026 and 2025, dividends totaling $ 0.51563 and $ 0.51563 per share of Series A Preferred Stock, $ 0.50 and $ 0.50 per share of Series B Preferred Stock, and $ 0.665952 and $ 0.704864 per share of Series C Preferred Stock outstanding were declared, respectively.
(2) During the six months ended June 30, 2026, the Company retired 19 thousand shares of common stock to pay $ 0.2 million of withholding taxes on the net settlement of equity based compensation.
(3) For the six months ended June 30, 2026 and 2025, dividends totaling $ 1.03126 and $ 1.03126 per share of Series A Preferred Stock, $ 1.00 and $ 1.00 per share of Series B Preferred Stock, and $ 1.318343 and $ 1.397926 per share of Series C Preferred Stock outstanding were declared, respectively .
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Six Months Ended
June 30, 2026 June 30, 2025
Cash Flows from Operating Activities
Net income/(loss) $ 10,707 $ 15,422
Adjustments to reconcile net income/(loss) to net cash provided by (used in) operating activities:
Net amortization of premium/(discount) 18,331 7,259
Net realized (gain)/loss 1,962 3,484
Net unrealized (gain)/loss 12,038 ( 762 )
Grant of restricted stock and amortization of equity based compensation 342 384
Equity in (earnings)/loss from affiliates ( 2,269 ) ( 1,416 )
Change in operating assets/liabilities:
Other assets 7,322 1,174
Other liabilities ( 3,852 ) ( 2,030 )
Net cash provided by (used in) operating activities 44,581 23,515
Cash Flows from Investing Activities
Purchases of residential mortgage loans ( 157,135 ) ( 943,871 )
Purchases of real estate securities ( 66,872 ) ( 26,064 )
Proceeds from sales of residential mortgage loans 75,706 57,761
Proceeds from sales of real estate securities 522 5,189
Principal repayments on residential mortgage loans 804,299 422,774
Principal repayments on real estate securities 17,882 6,443
Principal repayments on commercial loans 1,343 —
Principal funding on residential mortgage loans ( 9,568 ) ( 6,953 )
Distributions received in excess of income from investments in debt and equity of affiliates 8,601 2,802
Net settlement of interest rate swaps and other instruments 5,676 ( 6,262 )
Net settlement of TBAs — 662
Cash flows provided by other investing activities 3,590 2,270
Cash flows used in other investing activities ( 1,979 ) —
Net cash provided by (used in) investing activities 682,065 ( 485,249 )
Cash Flows from Financing Activities
Net borrowings under (repayments of) financing arrangements 64,621 108,106
Principal repayments on fixed-rate long-term financing arrangements — ( 5,973 )
Deferred financing costs paid ( 58 ) ( 34 )
Proceeds from issuance of securitized debt — 727,642
Principal repayments on securitized debt ( 759,921 ) ( 384,187 )
Withholding taxes paid on the net settlement of equity based compensation ( 170 ) —
Dividends paid on common stock ( 14,918 ) ( 11,564 )
Dividends paid on preferred stock ( 10,359 ) ( 10,655 )
Net cash provided by (used in) financing activities ( 720,805 ) 423,335
Net change in cash and cash equivalents and restricted cash 5,841 ( 38,399 )
Cash and cash equivalents and restricted cash, Beginning of Period 76,321 138,568
Cash and cash equivalents and restricted cash, End of Period $ 82,162 $ 100,169
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Six Months Ended
June 30, 2026 June 30, 2025
Supplemental disclosure of cash flow information:
Cash paid for interest $ 209,383 $ 170,612
Cash paid for taxes $ 544 $ 202
Supplemental disclosure of non-cash financing and investing activities:
Transfer from residential mortgage loans to securitized residential mortgage loans $ — $ 770,795
Common stock dividends declared but not paid $ 7,633 $ 6,235
Transfer from residential mortgage loans to other assets $ 7,332 $ 7,081
Purchase of investments in debt and equity of affiliates $ — $ 114
Purchase price payable on securitized residential mortgage loans $ — $ 1,447
Payable on unsettled derivatives $ — $ 3,844
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:
June 30, 2026 June 30, 2025
Cash and cash equivalents $ 61,636 $ 88,746
Restricted cash 20,526 11,423
Total cash, cash equivalents and restricted cash shown in the consolidated statements of cash flows $ 82,162 $ 100,169
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 June 30, 2026, 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.
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
(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 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 unaudited 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") for interim financial reporting and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows have been included for the interim period and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year.
Significant accounting policies
There have been no significant changes to the Company's accounting policies included in Note 2 to the consolidated financial statements of the Company’s Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2025 . These unaudited consolidated financial statements and related notes should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2025 included in the Form 10-K.
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.
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,
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
"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 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
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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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.
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."
Recent accounting pronouncements
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.
Interim Reporting
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements," which amends the guidance in ASC 270, Interim Reporting. This standard enhances interim disclosure requirements by clarifying the information that must be presented in quarterly periods, including improved transparency regarding significant events, accounting policy updates, and material developments that occur between annual reporting dates. This ASU also aligns certain interim reporting requirements more closely with annual disclosure objectives to promote consistency and comparability. The amendments are effective for interim 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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TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
3. Loans
Residential mortgage loans
The tables below detail information regarding the Company’s residential mortgage loan portfolio by collateral type as of June 30, 2026 and December 31, 2025 ($ 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
June 30, 2026
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) $ 6,397,864 $ 60,687 $ 6,458,551 $ 53,198 $ ( 299,731 ) $ 6,212,018 5.79 % 5.65 % 7.36
Home Equity Loans 726,148 54,897 781,045 8,517 ( 8,642 ) 780,920 9.80 % 7.23 % 4.48
Re- and Non-Performing Loans 148,133 ( 8,725 ) 139,408 — ( 13,171 ) 126,237 4.04 % 5.91 % 5.18
Total Securitized residential mortgage loans, at fair value $ 7,272,145 $ 106,859 $ 7,379,004 $ 61,715 $ ( 321,544 ) $ 7,119,175 6.16 % 5.82 % 7.03
Residential mortgage loans, at fair value
Agency-Eligible Loans $ 20,169 $ 286 $ 20,455 $ 209 $ ( 13 ) $ 20,651 6.86 % 6.21 % 4.20
Home Equity Loans 225,684 8,376 234,060 222 ( 472 ) 233,810 8.88 % 7.73 % 4.79
Non-Agency Loans 7,179 114 7,293 — ( 279 ) 7,014 6.42 % 4.40 % 4.86
Re- and Non-Performing Loans 850 ( 547 ) 303 507 — 810 N/A NM 1.03
Total Residential mortgage loans, at fair value $ 253,882 $ 8,229 $ 262,111 $ 938 $ ( 764 ) $ 262,285 8.65 % 7.78 % 4.73
Total as of June 30, 2026
$ 7,526,027 $ 115,088 $ 7,641,115 $ 62,653 $ ( 322,308 ) $ 7,381,460 6.24 % 5.89 % 6.95
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
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.
12
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
The following tables present information regarding the delinquency status of the Company's residential mortgage loans ($ in thousands).
Unpaid Principal Balance Loan Count (1) Aging by Unpaid Principal Balance (1)
June 30, 2026
Current 30-59 Days 60-89 Days 90+ Days (2)
Securitized residential mortgage loans
Non-Agency Loans $ 6,397,864 17,097 $ 6,212,884 $ 72,785 $ 35,768 $ 76,427
Home Equity Loans 726,148 9,076 716,679 3,476 549 5,444
Re- and Non-Performing Loans 148,133 1,019 119,530 11,218 3,659 13,726
Total Securitized residential mortgage loans $ 7,272,145 27,192 $ 7,049,093 $ 87,479 $ 39,976 $ 95,597
Residential mortgage loans
Agency-Eligible Loans $ 20,169 38 $ 19,716 $ — $ — $ 453
Home Equity Loans 225,684 2,377 225,315 — — 369
Non-Agency Loans 7,179 10 3,896 511 — 2,772
Re- and Non-Performing Loans (1) 850 N/A N/A N/A N/A N/A
Total Residential mortgage loans $ 253,882 2,425 $ 248,927 $ 511 $ — $ 3,594
Total as of June 30, 2026
$ 7,526,027 29,617 $ 7,298,020 $ 87,990 $ 39,976 $ 99,191
Percent of Unpaid Principal Balance (1) 97.0 % 1.2 % 0.5 % 1.3 %
Unpaid Principal Balance Loan Count (1) Aging by Unpaid Principal Balance (1)
December 31, 2025
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
Percent of Unpaid Principal Balance (1) 96.9 % 1.2 % 0.5 % 1.4 %
(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 June 30, 2026, the $ 99.2 million of unpaid principal balance included securitized residential mortgage loans and residential mortgage loans that were 90+ days delinquent with a fair value of $ 52.9 million and loans in the process of foreclosure with a fair value of $ 41.7 million. 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 June 30, 2026 and December 31, 2025, 6.2 % and 6.4 %, respectively, of the unpaid principal balance of the Company's securitized residential mortgage loans and residential mortgage loans were adjustable rate mortgages.
During the three and six months ended June 30, 2026 and 2025, the Company purchased residential mortgage loans, as detailed below (in thousands).
Three Months Ended Six Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Unpaid Principal Balance Fair Value (1) Unpaid Principal Balance Fair Value (1) Unpaid Principal Balance Fair Value (1) Unpaid Principal Balance Fair Value (1)
Agency-Eligible Loans $ — $ — $ 331,375 $ 340,587 $ 475 $ 486 $ 692,913 $ 707,355
Home Equity Loans 67,264 70,147 99,519 104,349 150,755 156,530 222,795 232,589
Total $ 67,264 $ 70,147 $ 430,894 $ 444,936 $ 151,230 $ 157,016 $ 915,708 $ 939,944
(1) Fair value represents purchase price at acquisition.
13
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
During the three and six months ended June 30, 2026 and 2025, the Company sold residential mortgage loans as detailed below ($ in thousands).
Three Months Ended Six Months Ended
Number of Loans Proceeds Realized Gains Realized Losses Number of Loans Proceeds Realized Gains Realized Losses
June 30, 2026
Non-Agency Loans 39 $ 25,585 $ 107 $ ( 1,510 ) 39 $ 25,585 $ 107 $ ( 1,510 )
Home Equity Loans — — — — 601 49,375 26 ( 25 )
Re- and Non-Performing Loans 12 746 34 ( 255 ) 12 746 34 ( 255 )
Total 51 $ 26,331 $ 141 $ ( 1,765 ) 652 $ 75,706 $ 167 $ ( 1,790 )
June 30, 2025
Agency-Eligible Loans 88 $ 37,333 $ 238 $ ( 219 ) 88 $ 37,333 $ 238 $ ( 219 )
Non-Agency Loans — — — — 21 11,336 341 ( 1,152 )
Re- and Non-Performing Loans — — — — 88 9,092 832 ( 1,149 )
Total 88 $ 37,333 $ 238 $ ( 219 ) 197 $ 57,761 $ 1,411 $ ( 2,520 )
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 June 30, 2026 and December 31, 2025 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) June 30, 2026 December 31, 2025
California 30 % 30 %
Florida 10 % 10 %
New York 8 % 8 %
Texas 6 % 6 %
Other 46 % 46 %
(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.
14
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
The following table details the carrying value related to the assets and liabilities of the Company’s consolidated VIEs as of June 30, 2026 and December 31, 2025 (in thousands).
Non-Agency VIEs Home Equity VIEs RPL/NPL VIEs Total VIEs
June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025 June 30, 2026 December 31, 2025
Assets
Securitized residential mortgage loans, at fair value (1) $ 6,212,018 $ 6,904,872 $ 780,920 $ 960,533 $ 126,237 $ 134,214 $ 7,119,175 $ 7,999,619
Restricted Cash 22 — 1,055 1,055 9 12 1,086 1,067
Other assets 35,833 37,711 6,982 8,128 4,937 5,517 47,752 51,356
Total Assets $ 6,247,873 $ 6,942,583 $ 788,957 $ 969,716 $ 131,183 $ 139,743 $ 7,168,013 $ 8,052,042
Liabilities
Securitized debt, at fair value (1) (2) $ 5,606,863 $ 6,265,540 $ 660,721 $ 817,889 $ 87,653 $ 94,494 $ 6,355,237 $ 7,177,923
Other liabilities 24,182 26,129 3,697 4,497 259 274 28,138 30,900
Total Liabilities $ 5,631,045 $ 6,291,669 $ 664,418 $ 822,386 $ 87,912 $ 94,768 $ 6,383,375 $ 7,208,823
Total Equity (3) $ 616,828 $ 650,914 $ 124,539 $ 147,330 $ 43,271 $ 44,975 $ 784,638 $ 843,219
(1) Securitized residential mortgage loans in Non-Agency VIEs include loans that were considered to be Agency-Eligible prior to the Company's securitization.
(2) 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.
(3) The Company had outstanding financing arrangements collateralized by the Company's retained interests in its VIEs. Refer to Note 6 for additional information.
15
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
Legacy WMC Commercial loans
The tables below detail information regarding the Company's Legacy WMC Commercial loan portfolio as of June 30, 2026 and December 31, 2025 ($ in thousands). The gross unrealized gains/(losses) in the table below represent inception to date gains/(losses) since acquisition.
June 30, 2026 Premium /
(Discount)
Amortized Cost (3) Gross Unrealized Losses Fair Value Weighted Average Maturity Date (4) LTV (5) Location
Loan (1)(2) Unpaid Principal Balance Coupon Yield (4) Life (Years) (4)
Loan A (6) $ 7,259 $ ( 245 ) $ 7,014 $ ( 42 ) $ 6,972 7.81 % — % N/A N/A 61.63 % IL, FL
Loan B (6) 13,206 ( 445 ) 12,761 ( 3,093 ) 9,668 7.81 % — % N/A N/A 75.33 % CA
Loan C (6) 24,535 ( 828 ) 23,707 ( 5,747 ) 17,960 7.81 % — % N/A N/A 77.22 % NY
Loan D (7) 20,861 ( 2,193 ) 18,668 ( 4,014 ) 14,654 6.99 % — % N/A N/A 42.50 % CT
Total $ 65,861 $ ( 3,711 ) $ 62,150 $ ( 12,896 ) $ 49,254 7.55 % — % N/A 64.31 %
December 31, 2025 Premium /
(Discount)
Amortized Cost (3) Gross Unrealized Losses Fair Value Weighted Average Maturity Date (4) LTV (5) Location
Loan (1)(2) Unpaid Principal Balance Coupon Yield (4) Life (Years) (4)
Loan A (6) $ 7,259 $ ( 29 ) $ 7,230 $ ( 684 ) $ 6,546 7.98 % — % N/A N/A 61.63 % IL, FL
Loan B (6) 13,206 ( 52 ) 13,154 ( 1,244 ) 11,910 7.98 % — % N/A N/A 75.33 % CA
Loan C (6) 24,535 ( 99 ) 24,436 ( 2,310 ) 22,126 7.98 % — % N/A N/A 77.22 % NY
Loan D (7) 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 %
(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 Company is not accruing interest on its Legacy WMC Commercial Loans and placed the loans 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.
(4) The borrowers for the Company’s Legacy WMC Commercial Loans are in maturity default as of June 30, 2026 and December 31, 2025. See footnotes 5 and 6 for further details related to each loan. In March 2026, the Company extended the maturity of its financing arrangement collateralized by Legacy WMC Commercial Loans to September 19, 2026. All proceeds from asset paydowns or sales will be applied to reduce the outstanding balance, which was $ 19.9 million as of June 30, 2026.
(5) Represents the LTV at acquisition of WMC. The total LTV on commercial loans is presented based on fair value.
(6) 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. Following a period of forbearance, the lender parties and the borrower are pursuing consensual sales 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 sales. The Company expects the sales of the underlying hotels which collateralize Loan A to be completed in the second half of 2026. There are no assurances that sales can be completed in the manner or within the time anticipated or at all.
(7) 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 actively engaged with a third party commercial sales advisor to sell the property, however there are no assurances that a sale can be completed .
16
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
4. Real Estate Securities
The following tables detail the Company’s real estate securities portfolio by collateral type as of June 30, 2026 and December 31, 2025 ($ 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
June 30, 2026 Gains Losses Coupon (3) Yield (4) Life (Years) (5)
Non-Agency RMBS
Non-QM Loans (6) (7) $ 86,345 $ ( 3,392 ) $ 85,670 $ 2,219 $ ( 1,998 ) $ 85,891 3.03 % 6.97 % 2.40
Agency-Eligible Loans (7) 41,335 ( 2,480 ) 39,415 1,694 ( 157 ) 40,952 3.64 % 7.36 % 6.73
Home Equity Loans (7) 100,695 ( 3,767 ) 116,632 5,454 ( 433 ) 121,653 5.48 % 9.48 % 5.66
Prime Jumbo Loans 4,281 ( 1,590 ) 2,691 658 — 3,349 4.43 % 8.97 % 17.75
Total Non-Agency RMBS 232,656 ( 11,229 ) 244,408 10,025 ( 2,588 ) 251,845 3.92 % 8.25 % 4.80
Legacy WMC CMBS (8) 82,073 ( 34,206 ) 47,867 5,218 ( 10,391 ) 42,694 5.88 % 16.22 % 1.56
Agency RMBS Interest Only N/A N/A 14,839 327 ( 451 ) 14,715 4.89 % 7.71 % 5.56
Total as of June 30, 2026
$ 314,729 $ ( 45,435 ) $ 307,114 $ 15,570 $ ( 13,430 ) $ 309,254 4.38 % 9.47 % 4.54
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
(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 June 30, 2026, the notional balance of the Non-QM Loans, Agency-Eligible Loans, Home Equity Loans, and Agency RMBS Interest Only line items were $ 134.7 million, $ 35.7 million, $ 273.8 million, and $ 70.4 million, respectively. As of December 31, 2025, the notional value 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.
(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 June 30, 2026 and December 31, 2025, the Company’s Non-QM Loans includes $ 42.6 million and $ 42.4 million of retained securities from these transactions, respectively.
(7) For certain Non-Agency RMBS, the Company acted as a co-sponsor of rated securitizations alongside private funds managed by TPG or 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 June 30, 2026, the Company’s Non-QM Loans includes $ 38.6 million of retained securities from these transactions. As of June 30, 2026 and December 31, 2025, the Company’s Agency-Eligible Loans includes $ 39.0 million and $ 42.2 million of retained securities from these transactions, respectively. As of June 30, 2026 and December 31, 2025, the Company’s Home Equity Loans includes $ 96.6 million and $ 78.7 million of retained securities from these transactions, respectively.
(8) As of June 30, 2026 and December 31, 2025, there are Legacy WMC CMBS with an unpaid principal balance of $ 23.5 million and $ 23.5 million, respectively, and a fair value of $ 4.9 million and $ 6.3 million, respectively, which are on non-accrual or cost recovery status.
17
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
The following tables summarize the Company's real estate securities according to their projected weighted average life classifications as of June 30, 2026 and December 31, 2025 (in thousands).
June 30, 2026 Non-Agency RMBS Legacy WMC CMBS Agency RMBS Real Estate Securities Total
Weighted Average Life (1)
Fair Value Amortized
Cost Fair Value Amortized Cost Fair Value Amortized
Cost Fair Value Amortized
Cost
Less than or equal to one year $ — $ — $ 4,600 $ 8,744 $ — $ — $ 4,600 $ 8,744
Greater than one year and less than or equal to five years 163,735 162,367 38,094 39,123 — — 201,829 201,490
Greater than five years and less than or equal to ten years 63,249 57,823 — — 14,715 14,839 77,964 72,662
Greater than ten years 24,861 24,218 — — — — 24,861 24,218
Total as of June 30, 2026
$ 251,845 $ 244,408 $ 42,694 $ 47,867 $ 14,715 $ 14,839 $ 309,254 $ 307,114
December 31, 2025 Non-Agency RMBS Legacy WMC CMBS Agency RMBS Real Estate Securities Total
Weighted Average Life (1)
Fair Value Amortized
Cost Fair Value Amortized Cost Fair Value Amortized
Cost Fair Value Amortized
Cost
Less than or equal to one year $ — $ — $ 4,921 $ 8,589 $ — $ — $ 4,921 $ 8,589
Greater than one year and less than or equal to five years 98,432 96,270 37,644 37,358 838 600 136,914 134,228
Greater than five years and less than or equal to ten years 80,653 75,378 — — 15,520 16,030 96,173 91,408
Greater than ten years 22,296 21,574 — — — — 22,296 21,574
Total as of December 31, 2025
$ 201,381 $ 193,222 $ 42,565 $ 45,947 $ 16,358 $ 16,630 $ 260,304 $ 255,799
(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 three and six months ended June 30, 2026 and 2025, as detailed below ($ in thousands).
Three Months Ended Six Months Ended
Number of Securities Proceeds Realized Gains Realized Losses Number of Securities Proceeds Realized Gains Realized Losses
June 30, 2026
Agency RMBS 6 $ 522 $ 4 $ ( 120 ) 6 $ 522 $ 4 $ ( 120 )
June 30, 2025
Agency RMBS — $ — $ — $ — 1 $ 1,894 $ 241 $ —
Non-Agency RMBS 1 558 35 — 2 1,336 72 —
Legacy WMC CMBS 1 1,959 — ( 144 ) 1 1,959 — ( 144 )
Total 2 $ 2,517 $ 35 $ ( 144 ) 4 $ 5,189 $ 313 $ ( 144 )
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
18
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 June 30, 2026 and December 31, 2025 (in thousands).
Fair Value at June 30, 2026
Fair Value at December 31, 2025
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets:
Securitized residential mortgage loans $ — $ — $ 7,119,175 $ 7,119,175 $ — $ — $ 7,999,619 $ 7,999,619
Residential mortgage loans — 810 261,475 262,285 — 1,081 198,596 199,677
Legacy WMC Commercial Loans — — 49,254 49,254 — — 55,376 55,376
Non-Agency RMBS — 9,952 241,893 251,845 — 9,835 191,546 201,381
Legacy WMC CMBS — 42,694 — 42,694 — 42,565 — 42,565
Agency RMBS — 14,715 — 14,715 — 16,358 — 16,358
Derivative assets (1) — 9,995 — 9,995 — 5,395 — 5,395
Cash equivalents (2) 58,897 — — 58,897 55,979 — — 55,979
Other assets 1,705 — — 1,705 — — — —
AG Arc (3) — — 46,435 46,435 — — 50,016 50,016
Total Assets Measured at Fair Value $ 60,602 $ 78,166 $ 7,718,232 $ 7,857,000 $ 55,979 $ 75,234 $ 8,495,153 $ 8,626,366
Liabilities:
Securitized debt $ — $ — $ ( 6,355,237 ) $ ( 6,355,237 ) $ — $ — $ ( 7,177,923 ) $ ( 7,177,923 )
Derivative liabilities (1) — ( 145 ) — ( 145 ) — ( 1,169 ) — ( 1,169 )
Total Liabilities Measured at Fair Value $ — $ ( 145 ) $ ( 6,355,237 ) $ ( 6,355,382 ) $ — $ ( 1,169 ) $ ( 7,177,923 ) $ ( 7,179,092 )
(1) As of June 30, 2026, the Company applied a reduction in fair value of $ 9.8 million and $ 0.1 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, 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. 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.
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.
19
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 three and six months ended June 30, 2026 and 2025.
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 three and six months ended June 30, 2026 and 2025. 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.
20
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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).
Three Months Ended June 30, 2026
Residential Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS AG Arc Securitized
Debt
Beginning balance $ 7,766,335 $ 51,504 $ 211,564 $ 52,334 $ ( 6,749,708 )
Purchases 70,009 — 37,737 — —
Capital distributions — — — ( 6,614 ) —
Proceeds from sales or settlements ( 26,331 ) — — — —
Principal repayments ( 417,214 ) ( 1,343 ) ( 7,464 ) — 388,941
Principal funding 5,505 — — — —
Included in net income:
Net premium and discount amortization (2) ( 2,216 ) ( 2,526 ) ( 1,134 ) — ( 2,910 )
Net realized gain/(loss) ( 1,458 ) — — — —
Net unrealized gain/(loss) ( 10,547 ) 1,619 1,190 — 8,440
Equity in earnings/(loss) from affiliates — — — 715 —
Other (3) ( 3,433 ) — — — —
Ending Balance $ 7,380,650 $ 49,254 $ 241,893 $ 46,435 $ ( 6,355,237 )
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of June 30, 2026
Net premium and discount amortization (2) $ ( 2,252 ) $ ( 2,526 ) $ ( 1,134 ) $ — $ ( 2,910 )
Net unrealized gain/(loss) ( 11,945 ) 1,619 1,190 — 8,440
Equity in earnings/(loss) from affiliates — — — 715 —
Three Months Ended June 30, 2025
Residential Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS Other Assets (4) AG Arc Securitized
Debt Other Liabilities (4)
Beginning balance $ 6,809,796 $ 65,504 $ 141,118 $ — $ 32,242 $ ( 5,836,691 ) $ —
Purchases 444,852 — — — — — —
Issuances of Securitized Debt — — — — — ( 314,660 ) —
Proceeds from sales or settlements ( 37,333 ) — — — — — —
Principal repayments ( 234,788 ) — ( 2,608 ) — — 212,374 —
Principal funding 4,572 — — — — — —
Included in net income:
Net premium and discount amortization (2) 2,214 63 ( 826 ) — — ( 6,650 ) —
Net realized gain/(loss) ( 655 ) — — — — — —
Net unrealized gain/(loss) ( 11,460 ) ( 684 ) 261 511 — 7,990 ( 51 )
Equity in earnings/(loss) from affiliates — — — — ( 37 ) — —
Other (3) ( 2,199 ) — — — — — —
Ending Balance $ 6,974,999 $ 64,883 $ 137,945 $ 511 $ 32,205 $ ( 5,937,637 ) $ ( 51 )
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of June 30, 2025
Net premium and discount amortization (2) 2,219 63 ( 826 ) — — ( 6,650 ) —
Net unrealized gain/(loss) ( 11,437 ) ( 684 ) 261 511 — 7,990 ( 51 )
Equity in earnings/(loss) from affiliates — — — — ( 37 ) — —
21
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
Six Months Ended June 30, 2026
Residential
Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS Other Assets (4) AG Arc Securitized
Debt
Beginning balance $ 8,198,215 $ 55,376 $ 191,546 $ — $ 50,016 $ ( 7,177,923 )
Purchases 156,746 — 66,388 — — —
Capital distributions — — — — ( 6,614 ) —
Proceeds from sales or settlements ( 75,706 ) — — ( 2 ) — —
Principal repayments ( 804,038 ) ( 1,343 ) ( 13,369 ) — — 752,082
Principal funding 9,568 — — — — —
Included in net income:
Net premium and discount amortization (2) ( 4,612 ) ( 2,919 ) ( 1,913 ) — — ( 6,032 )
Net realized gain/(loss) ( 1,518 ) — — 2 — —
Net unrealized gain/(loss) ( 90,228 ) ( 1,860 ) ( 759 ) — — 76,636
Equity in earnings/(loss) from affiliates — — — — 3,033 —
Other (3) ( 7,777 ) — — — — —
Ending Balance $ 7,380,650 $ 49,254 $ 241,893 $ — $ 46,435 $ ( 6,355,237 )
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of June 30, 2026
Net premium and discount amortization (2) $ ( 4,541 ) $ ( 2,919 ) $ ( 1,913 ) $ — $ — $ ( 6,032 )
Net unrealized gain/(loss) ( 91,977 ) ( 1,860 ) ( 759 ) — — 76,636
Equity in earnings/(loss) from affiliates — — — — 3,033 —
Six Months Ended June 30, 2025
Residential
Mortgage
Loans (1) Legacy WMC Commercial Loans Non-Agency
RMBS Other Assets (4) AG Arc Securitized
Debt Other Liabilities (4)
Beginning balance $ 6,416,066 $ 67,005 $ 115,533 $ 204 $ 30,778 $ ( 5,491,967 ) $ ( 336 )
Purchases 939,621 — 25,963 — — — —
Issuances of Securitized Debt — — — — — ( 723,330 ) —
Proceeds from sales or settlements ( 57,761 ) — — ( 258 ) — — 298
Principal repayments ( 422,385 ) — ( 3,702 ) — — 383,149 —
Principal funding 6,953 — — — — — —
Included in net income:
Net premium and discount amortization (2) 4,105 333 ( 1,518 ) — — ( 13,457 ) —
Net realized gain/(loss) ( 1,722 ) — — 258 — — ( 298 )
Net unrealized gain/(loss) 96,383 ( 2,455 ) 1,669 307 — ( 92,032 ) 285
Equity in earnings/(loss) from affiliates — — — — 1,427 — —
Other (3) ( 6,261 ) — — — — — —
Ending Balance $ 6,974,999 $ 64,883 $ 137,945 $ 511 $ 32,205 $ ( 5,937,637 ) $ ( 51 )
Change in unrealized appreciation/(depreciation) for level 3 assets/liabilities still held as of June 30, 2025
Net premium and discount amortization (2) $ 4,064 $ 333 $ ( 1,518 ) $ — $ — $ ( 13,457 ) $ —
Net unrealized gain/(loss) 95,526 ( 2,455 ) 1,669 511 — ( 92,032 ) ( 51 )
Equity in earnings/(loss) from affiliates — — — — 1,427 — —
(1) Includes Securitized residential mortgage loans.
(2) Included in the "Interest income" and "Interest expense" line items on the consolidated statement of operations for assets and liabilities, respectively.
(3) Includes transfers of residential mortgage loans to real estate owned as well as activity related to advances.
(4) Other assets and Other liabilities include derivative forward purchase commitments and loan purchase commitments, if applicable.
22
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 June 30, 2026 and December 31, 2025 ($ in thousands).
June 30, 2026 December 31, 2025
Valuation Technique Unobservable Input Fair Value Range
(Weighted Average) (1) Fair Value Range
(Weighted Average) (1)
Securitized Residential Mortgage Loans
Yield 5.47 % - 16.51 % ( 5.99 %)
5.13 % - 18.10 % ( 5.78 %)
Discounted Cash Flow Projected Collateral Prepayments $ 7,119,175 4.29 % - 22.00 % ( 10.04 %)
$ 7,999,619 4.92 % - 22.00 % ( 10.09 %)
Projected Collateral Losses 0.00 % - 1.72 % ( 0.11 %)
0.00 % - 1.77 % ( 0.09 %)
Projected Collateral Severities (2) 10.00 % - 75.00 % ( 23.03 %)
10.00 % - 100.00 % ( 28.23 %)
Residential Mortgage Loans
Yield 5.69 % - 12.00 % ( 7.37 %)
5.39 % - 11.61 % ( 7.08 %)
Discounted Cash Flow Projected Collateral Prepayments $ 261,475 2.90 % - 39.35 % ( 17.24 %)
$ 198,596 1.98 % - 33.46 % ( 16.06 %)
Projected Collateral Losses 0.00 % - 15.78 % ( 1.38 %)
0.00 % - 18.29 % ( 1.47 %)
Projected Collateral Severities (2) 10.00 % - 100.00 % ( 19.07 %)
4.43 % - 100.00 % ( 17.79 %)
Legacy WMC Commercial Loans
Yield 8.36 % - 11.10 % ( 9.26 %)
5.95 % - 6.95 % ( 6.68 %)
Discounted Cash Flow Credit Spread $ 49,254 432 bps - 715 bps ( 516 bps)
$ 55,376 231 bps - 325 bps ( 300 bps)
Recovery Percentage (3) 72.19 % - 98.05 % ( 79.07 %)
68.33 % - 93.29 % ( 86.62 %)
Non-Agency RMBS
Yield 5.26 % - 16.25 % ( 7.26 %)
4.83 % - 20.00 % ( 7.56 %)
Discounted Cash Flow Projected Collateral Prepayments $ 241,893 8.16 % - 26.15 % ( 11.83 %)
$ 191,546 7.55 % - 15.23 % ( 11.23 %)
Projected Collateral Losses 0.00 % - 0.80 % ( 0.18 %)
0.00 % - 0.38 % ( 0.06 %)
Projected Collateral Severities 10.00 % - 75.00 % ( 29.07 %)
10.00 % - 100.00 % ( 56.87 %)
AG Arc
Comparable Multiple Book Value Multiple $ 46,435 1.05 x - 1.05 x ( 1.05 x)
$ 50,016 1.025 x - 1.025 x ( 1.025 x)
Securitized Debt
Yield 4.84 % - 25.00 % ( 5.69 %)
4.37 % - 30.00 % ( 5.42 %)
Discounted Cash Flow Projected Collateral Prepayments $ ( 6,355,237 ) 4.29 % - 22.00 % ( 10.02 %)
$ ( 7,177,923 ) 4.92 % - 22.00 % ( 10.09 %)
Projected Collateral Losses 0.00 % - 0.50 % ( 0.10 %)
0.00 % - 0.50 % ( 0.08 %)
Projected Collateral Severities 10.00 % - 75.00 % ( 23.12 %)
10.00 % - 100.00 % ( 27.79 %)
(1) Amounts are weighted based on fair value.
(2) Projected collateral severities excludes assumed recoveries on certain residential mortgage loans.
(3) Represents the proportion of the principal expected to be collected relative to the loan balances as of June 30, 2026 and December 31, 2025.
23
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
6. Financing
The following table presents a summary of the Company's financing as of June 30, 2026 and December 31, 2025 ($ in thousands).
June 30, 2026 December 31, 2025
Financing Weighted Average Collateral Fair Value (1)(2) Financing
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 $ 408,463 $ 408,463 Jul 2026 - Feb 2027 5.05 % 0.16 $ 610,177 $ 428,657
Home Equity Loans 62,168 62,168 Jul 2026 - Sep 2026 4.51 % 0.16 75,677 67,752
Re- and Non-Performing Loans 26,742 26,742 Aug 2026 - Sep 2026 5.73 % 0.15 40,425 27,264
Residential Mortgage Loans (5)
Agency-Eligible Loans 18,152 18,152 Sep 2026 - Mar 2027 5.35 % 0.39 20,651 19,490
Home Equity Loans (6) 141,575 141,575 Jun 2027 - Jul 2027 5.60 % 0.98 233,810 58,951
Non-Agency Loans 5,896 5,896 Jun 2027 5.40 % 0.94 7,014 29,817
Legacy WMC Commercial Loans 19,875 19,875 Sep 2026 6.39 % 0.22 49,254 27,436
Non-Agency RMBS 178,996 178,996 Jul 2026 - Feb 2027 4.46 % 0.13 220,010 137,386
Legacy WMC CMBS 18,998 18,998 Jul 2026 - Sep 2026 5.07 % 0.14 42,616 18,540
Agency RMBS 10,150 10,150 Jul 2026 - Sep 2026 4.29 % 0.22 14,715 10,857
Other Assets — — N/A — % 0.00 — 244
Total Financing Arrangements $ 891,015 $ 891,015 5.03 % 0.30 $ 1,314,349 $ 826,394
Securitized debt, at fair value (7)(8)
Non-Agency Loans (9) $ 5,828,156 $ 5,606,863 N/A 5.33 % 5.71 N/A $ 6,265,540
Home Equity Loans (9) 643,739 660,721 N/A 5.54 % 2.16 N/A 817,889
Re- and Non-Performing Loans 93,161 87,653 N/A 3.50 % 2.78 N/A 94,494
Total Securitized Debt $ 6,565,056 $ 6,355,237 5.33 % 5.37 N/A $ 7,177,923
Senior Unsecured Notes (10)
February 2029 Senior Unsecured Notes $ 34,500 $ 33,490 Feb 2029 10.79 % 2.67 N/A $ 33,327
May 2029 Senior Unsecured Notes 65,000 63,368 May 2029 10.52 % 2.92 N/A 63,131
Total Senior Unsecured Notes $ 99,500 $ 96,858 10.61 % 2.83 N/A $ 96,458
Total Financing $ 7,555,571 $ 7,343,110 5.36 % 4.93 $ 1,314,349 $ 8,100,775
(1) The Company also had $ 8.0 million and $ 7.8 million of cash pledged under repurchase agreements as of June 30, 2026 and December 31, 2025, 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 $ 63.5 million of Home Equity Loans in which the Company has no outstanding financing but has $ 50 million of available financing which 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 June 30, 2026, the notional value of interest only classes of Securitized debt in the Non-Agency VIEs and Home Equity VIEs was $ 3.2 billion and $ 238.8 million, respectively.
(10) The Senior Unsecured Notes are recorded at amortized cost in the Company's consolidated balance sheets. As of June 30, 2026, the fair value of the Senior Unsecured Notes was $ 102.1 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.
24
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 June 30, 2026 ($ in thousands).
Principal Amount (1) Carrying Value Maturity Date (2) Redemption Date (3) Rate (4)
February 2029 Senior Unsecured Notes
$ 34,500 $ 33,490 February 15, 2029 February 15, 2026 9.500 %
May 2029 Senior Unsecured Notes
65,000 63,368 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 three and six months ended June 30, 2026 and 2025 (in thousands).
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Coupon interest expense
$ 2,363 $ 2,363 $ 4,726 $ 4,726
Amortization expense
203 182 400 359
Total interest expense $ 2,566 $ 2,545 $ 5,126 $ 5,085
25
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
Contractual maturities
The following table allocates the current face of the Company's borrowings under financing arrangements and the Senior Unsecured Notes as of June 30, 2026 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 $ 183,425 $ 191,060 $ 33,978 $ — $ 408,463
Home Equity Loans 23,904 38,264 — — 62,168
Re- and Non-Performing Loans — 26,742 — — 26,742
Residential Mortgage Loans
Agency-Eligible Loans — 3,127 15,025 — 18,152
Home Equity Loans — — 58,207 83,368 141,575
Non-Agency Loans — — 5,896 — 5,896
Legacy WMC Commercial Loans (1) — 19,875 — — 19,875
Non-Agency RMBS 88,294 87,074 3,628 — 178,996
Legacy WMC CMBS 7,334 11,664 — — 18,998
Agency RMBS 783 9,367 — — 10,150
Total Financing Arrangements $ 303,740 $ 387,173 $ 116,734 $ 83,368 $ 891,015
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 June 30, 2026. In March 2026, the Company extended the maturity of its financing arrangement collateralized by Legacy WMC Commercial Loans to September 19, 2026. All proceeds from asset paydowns or sales will be applied to reduce the outstanding balance.
Counterparties
The Company had outstanding financing arrangements with six counterparties as of June 30, 2026 and December 31, 2025.
The following table presents information as of June 30, 2026 and December 31, 2025 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).
June 30, 2026
December 31, 2025
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
BofA Securities, Inc. $ 171,549 63 31.4 % $ 150,267 68 26.8 %
Goldman Sachs Bank USA 128,990 172 23.6 % 153,393 103 27.4 %
Barclays Capital Inc. 65,131 207 11.9 % 80,721 73 14.4 %
JP Morgan Securities, LLC 41,487 62 7.6 % 29,992 31 5.3 %
Atlas Securitized Products, L.P. 29,333 81 5.4 % (1) (1) (1)
(1) As of December 31, 2025, the Company had less than 5 % of its equity at risk under financing arrangements with Atlas Securitized Products, L.P.
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
26
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 June 30, 2026, 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 June 30, 2026 and December 31, 2025 (in thousands).
June 30, 2026 December 31, 2025
Other assets
Interest receivable $ 43,567 $ 47,868
Real estate owned 11,174 7,398
Derivative assets, at fair value 151 149
Other assets 3,557 2,253
Due from broker — 1,232
Total Other assets $ 58,449 $ 58,900
Other liabilities
Due to affiliates (1) $ 4,229 $ 4,580
Interest payable 31,657 34,385
Accrued expenses 2,668 1,836
Due to broker 107 1,655
Taxes payable 176 264
Total Other liabilities $ 38,837 $ 42,720
(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 June 30, 2026 and December 31, 2025 (in thousands).
Balance Sheet
Location June 30, 2026 December 31, 2025
Derivatives and Other Instruments (1) Notional Fair Value Notional Fair Value
Pay Fix/Receive Float Interest Rate Swap Agreements (2) (3) Other assets $ 390,560 $ 151 $ 283,500 $ 149
Pay Fix/Receive Float Interest Rate Swap Agreements (2) (3) Other liabilities 71,000 — 89,060 —
Forward Purchase Commitments
Other assets — — 475 —
(1) As of June 30, 2026 and December 31, 2025, no derivatives held by the Company were designated as hedges for accounting purposes.
(2) As of June 30, 2026, the Company applied a reduction in fair value of $ 9.8 million and $ 0.1 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, 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.
(3) As of June 30, 2026, the Company's pay fix/receive float interest rate swaps had a weighted average pay-fixed rate of 3.40 %, a weighted average receive-variable rate of 3.68 %, and a weighted average years to maturity of 3.96 years. 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.
Derivative and other instruments eligible for offset are presented gross on the consolidated balance sheets as of June 30, 2026 and December 31, 2025, if applicable. The Company has not offset or netted any derivatives or other instruments with any financial instruments or cash collateral posted or received.
27
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 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 June 30, 2026, the Company's restricted cash balance included $ 11.4 million of collateral related to certain derivatives, of which $ 1.7 million represents cash collateral posted by the Company and $ 9.7 million represents amounts related to variation margin. 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.
The following table summarizes total income related to derivatives and other instruments for the three and six months ended June 30, 2026 and 2025 (in thousands).
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Included within Net interest component of interest rate swaps
Interest Rate Swaps $ 296 $ 821 $ 698 $ 1,558
Included within Net unrealized gain/(loss)
Interest Rate Swaps 4,259 ( 194 ) 6,117 ( 6,730 )
Forward Purchase Commitments
— 36 — 168
4,259 ( 158 ) 6,117 ( 6,562 )
Included within Net realized gain/(loss)
Interest Rate Swaps — ( 3,350 ) 54 ( 2,568 )
Short TBAs — 662 — 662
Forward Purchase Commitments
— — 2 ( 40 )
— ( 2,688 ) 56 ( 1,946 )
Total income/(loss) $ 4,555 $ ( 2,025 ) $ 6,871 $ ( 6,950 )
Derivative Activity
The following table presents information about the Company’s derivatives for the three and six months ended June 30, 2026 and 2025 (in thousands).
Beginning Notional
Amount Buys or Covers Sales or
Shorts Ending Notional
Amount Derivative
Asset Derivative
Liability
Three Months Ended June 30, 2026
Interest Rate Swaps $ 404,560 $ 57,000 $ — $ 461,560 $ 151 $ —
Three Months Ended June 30, 2025
Interest Rate Swaps $ 332,500 $ 296,500 $ ( 284,000 ) $ 345,000 $ — $ ( 100 )
Short TBAs — 300,000 ( 495,000 ) ( 195,000 ) — —
Six Months Ended June 30, 2026
Interest Rate Swaps $ 372,560 $ 122,000 $ ( 33,000 ) $ 461,560 $ 151 $ —
Six Months Ended June 30, 2025
Interest Rate Swaps $ 342,550 $ 399,500 $ ( 397,050 ) $ 345,000 $ — $ ( 100 )
Short TBAs — 300,000 ( 495,000 ) ( 195,000 ) — —
28
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 three and six months ended June 30, 2026 and 2025 (in thousands, except per share data).
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Numerator:
Net Income/(Loss) $ 14,269 $ 3,945 $ 10,707 $ 15,422
Dividends on preferred stock 5,177 5,321 10,330 10,625
Net Income/(Loss) Available to Common Stockholders $ 9,092 $ ( 1,376 ) $ 377 $ 4,797
Denominator:
Basic weighted average common shares outstanding 31,786 29,686 31,762 29,672
Dilutive effect of restricted stock units (1) 17 — 17 25
Diluted weighted average common shares outstanding 31,803 29,686 31,779 29,697
Earnings/(Loss) Per Share
Basic $ 0.29 $ ( 0.05 ) $ 0.01 $ 0.16
Diluted $ 0.29 $ ( 0.05 ) $ 0.01 $ 0.16
(1) Restricted stock units issued to certain directors of 20 thousand were excluded from the computation of diluted earnings per share because its effect would be anti-dilutive for the three months ended June 30, 2025.
Dividends
The following tables detail the Company's common stock dividends declared during the six months ended June 30, 2026 and 2025.
Six Months Ended June 30, 2026 Six Months Ended June 30, 2025
Declaration Date Record Date Payment Date Cash Dividend Per Share Declaration Date Record Date Payment Date Cash Dividend Per Share
3/16/2026 3/31/2026 4/30/2026 $ 0.24 3/17/2025 3/31/2025 4/30/2025 $ 0.20
6/16/2026 6/30/2026 7/31/2026 0.24 6/17/2025 6/30/2025 7/31/2025 0.21
Total $ 0.48 Total $ 0.41
The following tables detail the Company's preferred stock dividends declared and paid during the six months ended June 30, 2026 and 2025.
2026 Cash Dividend Per Share
Declaration Date Record Date Payment Date 8.25 % Series A
8.00 % Series B
8.000 % Series C
2/13/2026 2/27/2026 3/17/2026 $ 0.51563 $ 0.50 $ 0.652391
4/27/2026 5/29/2026 6/17/2026 0.51563 0.50 0.665952
Total $ 1.03126 $ 1.00 $ 1.318343
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
Total $ 1.03126 $ 1.00 $ 1.397926
29
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 three and six months ended June 30, 2026 and 2025, which is recorded in the “Non-investment related expenses” line item on the consolidated statement of operations (in thousands).
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Excise tax expense (1) $ — $ ( 46 ) $ — $ 43
(1) During the three and six months ended June 30, 2025, the Company recorded a receivable of $ 0.1 million related to an excise tax refund in the “Other assets” line item on the consolidated balance sheets.
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 June 30, 2026 and December 31, 2025, the remaining NOL carryforwards obtained in the WMC acquisition was $ 317.3 million.
As of June 30, 2026 and December 31, 2025, the Company had estimated net capital loss ("NCL") carryforwards of $ 64.0 million and $ 63.9 million, respectively. These NCL carryforwards (which exclude 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 June 30, 2026 and December 31, 2025, these estimated NCL carryforwards were $ 154.3 million and $ 153.9 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.
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 three and six months ended June 30, 2026 and 2025 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 three and six months ended June 30, 2026 and 2025 (in thousands).
30
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Federal $ 87 $ — $ 169 $ —
State and Local 101 26 201 54
Income Tax Expense $ 188 $ 26 $ 370 $ 54
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. As of June 30, 2026 and December 31, 2025, the Company recorded a deferred tax asset of approximately $ 28.2 million and $ 28.5 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 $ 28.2 million and $ 28.5 million as of June 30, 2026 and December 31, 2025.
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 June 30, 2026 and December 31, 2025. 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 not incur any material interest or penalties during the three and six months ended June 30, 2026 and 2025.
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.
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.
31
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
The below table details the management fees incurred during the three and six months ended June 30, 2026 and 2025 (in thousands).
Three Months Ended Six Months Ended
Consolidated statements of operations line item: June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Management fee to affiliate $ 2,311 $ 2,301 $ 4,630 $ 4,628
As of June 30, 2026 and December 31, 2025, 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 combination of cash and shares.
During the three and six months ended June 30, 2026 and 2025, the Company did not 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 June 30, 2026 and December 31, 2025, 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.
32
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
The below table details the expense reimbursement incurred during the three and six months ended June 30, 2026 and 2025 (in thousands).
Three Months Ended Six Months Ended
Consolidated statements of operations line item: June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Non-investment related expenses
$ 1,183 $ 1,304 $ 2,629 $ 3,143
Investment related expenses
216 95 358 295
Transaction related expenses 73 109 148 369
Expense reimbursements to Manager or its affiliates $ 1,472 $ 1,508 $ 3,135 $ 3,807
As of June 30, 2026 and December 31, 2025, the Company recorded a reimbursement payable to the Manager or its affiliates of $ 1.8 million and $ 2.1 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 LLC ("AG Arc") formed Arc Home. As of June 30, 2026 and December 31, 2025, the Company had an approximate 66.0 % interest in AG Arc. 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 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.
33
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 June 30, 2026 and December 31, 2025 (in thousands).
June 30, 2026 December 31, 2025
Assets Liabilities Equity Assets Liabilities Equity
Non-QM Securities (1) $ 7,828 $ — $ 7,828 $ 9,439 $ — $ 9,439
Re/Non-Performing Securities 517 — 517 599 — 599
Total Residential Investments 8,345 — 8,345 10,038 — 10,038
AG Arc, at fair value (2) 46,435 — 46,435 50,016 — 50,016
Cash and Other assets/(liabilities) 242 ( 17 ) 225 1,291 ( 12 ) 1,279
Investments in debt and equity of affiliates $ 55,022 $ ( 17 ) $ 55,005 $ 61,345 $ ( 12 ) $ 61,333
(1) As of June 30, 2026 and December 31, 2025, 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) During the three months ended June 30, 2026, AG Arc distributed $ 10.0 million to the Company and private funds managed by TPG or its affiliates, of which the Company received $ 6.6 million representing its interest of approximately 66.0 % in AG Arc.
The below table reconciles the net income/(loss) to the "Equity in earnings/(loss) from affiliates" line item on the Company's consolidated statements of operations for the three and six months ended June 30, 2026 and 2025 (in thousands).
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Non-QM Securities $ ( 444 ) $ 268 $ ( 718 ) $ 197
Re/Non-Performing Securities ( 2 ) — ( 40 ) ( 120 )
AG Arc (1)(2) 715 ( 37 ) 3,027 1,339
Equity in earnings/(loss) from affiliates
$ 269 $ 231 $ 2,269 $ 1,416
(1) 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.
(2) As of June 30, 2026 and 2025, 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 three and six months ended June 30, 2026 and 2025 (in thousands).
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Fees paid to Asset Manager $ 527 $ 533 $ 1,077 $ 1,173
As of June 30, 2026 and December 31, 2025, 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" line item within the "Other liabilities" line item on the consolidated balance sheets.
34
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 three and six months ended June 30, 2026 and 2025 (in thousands).
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025
Residential mortgage loans sold by Arc Home to the Company $ — $ — $ 475 $ 60,957
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 three and six months ended June 30, 2026 and 2025 (in thousands).
Three Months Ended Six Months Ended
June 30, 2026 June 30, 2025
June 30, 2026 June 30, 2025
Intra-Entity Profits Eliminated $ — $ — $ 6 $ 88
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.
35
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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.
Securitization Transactions with TPG Managed Funds
The Company acted as a co-sponsor of rated securitizations alongside private funds managed by TPG. As the co-sponsor, the Company purchased and simultaneously contributed loans into the securitizations. To comply with risk retention rules, the Company retained an "eligible vertical interest," 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. The below provides detail on these securitizations ($ in millions).
Date Collateral Type Unpaid Principal Balance Fair Value of Retained Non-Agency RMBS
April 2026 Non-QM Loans $ 429.6 $ 21.2
May 2026 Non-QM Loans 333.4 16.5
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 time. As of June 30, 2026, 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 three and six months ended June 30, 2026 and 2025.
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 June 30, 2026, 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.
36
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 the Company's 8.25 % Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock"), 8.00 % Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock"), and 8.000 % Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock ("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 86,666 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 June 30, 2026, the Company has granted an aggregate 103,604 shares of restricted common stock and 1,787 dividend equivalent units to its independent directors, all of which have vested. As of June 30, 2026, there were 915,390 remaining shares available to be issued under the 2025 Equity Incentive Plan.
As of June 30, 2026, the Company has 12,981 restricted stock units and 3,836 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 June 30, 2026, 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.
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. The Company did no t issue any shares of common stock under its 2024 Equity Distribution Agreements during the three and six months ended June 30, 2026 and 2025.
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,
37
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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.
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. As June 30, 2026, the Holders no longer hold any shares of the Company’s common stock.
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 June 30, 2026 and December 31, 2025, 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 June 30, 2026 ($ 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.
38
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
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 June 30, 2026, the Company was not involved in any material legal proceedings.
The below table details the Company's outstanding commitments as of June 30, 2026 (in thousands).
Commitment type Date of Commitment Total Commitment Funded Commitment Remaining Commitment
Home Equity Loans (1) Various $ 243,298 $ 225,684 $ 17,614
(1) Represents the undrawn portion of a borrowers' home equity line of credit for which the Company may be required to fund including $ 12.0 million, $ 4.2 million, and $ 1.4 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 June 30, 2026, 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 (unaudited)". 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. Effective August 1, 2025, the Company’s ownership interest in AG Arc’s earnings is 66.0 %. For all prior periods, the Company’s ownership interest in AG Arc’s earnings was 44.6 %. Refer to Note 10 to the to the "Notes to Consolidated Financial Statements (unaudited)" 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.
39
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
Reportable Segments
The following tables present the reportable operating segments related to the Company’s results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands).
Three Months Ended June 30, 2026
Loans and Securities Arc Home
(1) (2) Other Total
Interest income $ 123,746 $ — $ 409 $ 124,155
Interest expense 101,346 — 2,566 103,912
Total Net Interest Income 22,400 — ( 2,157 ) 20,243
Total Other Income/(Loss) 2,874 — — 2,874
Management fee to affiliate — — 2,311 2,311
Non-investment related expenses — — 2,306 2,306
Investment related expenses 4,220 — — 4,220
Transaction related expenses 95 — ( 3 ) 92
Total Expenses 4,315 — 4,614 8,929
Income/(loss) before equity in earnings/(loss) from affiliates 20,959 — ( 6,771 ) 14,188
Equity in earnings/(loss) from affiliates ( 446 ) 715 — 269
Income/(loss) before income taxes 20,513 715 ( 6,771 ) 14,457
Income tax expense 188 — — 188
Net Income/(Loss) 20,325 715 ( 6,771 ) 14,269
Dividends on preferred stock — — 5,177 5,177
Net Income/(Loss) Available to Common Stockholders $ 20,325 $ 715 $ ( 11,948 ) $ 9,092
Three Months Ended June 30, 2025
Loans and Securities Arc Home
(1) (2) Other Total
Interest income $ 109,986 $ — $ 879 $ 110,865
Interest expense 90,568 — 2,545 93,113
Total Net Interest Income 19,418 — ( 1,666 ) 17,752
Total Other Income/(Loss) ( 2,713 ) — — ( 2,713 )
Management fee to affiliate — — 2,301 2,301
Non-investment related expenses — — 2,507 2,507
Investment related expenses 3,473 — — 3,473
Transaction related expenses 3,018 — — 3,018
Total Expenses 6,491 — 4,808 11,299
Income/(loss) before equity in earnings/(loss) from affiliates 10,214 — ( 6,474 ) 3,740
Equity in earnings/(loss) from affiliates 268 ( 37 ) — 231
Income/(loss) before income taxes 10,482 ( 37 ) ( 6,474 ) 3,971
Income tax expense 26 — — 26
Net Income/(Loss) 10,456 ( 37 ) ( 6,474 ) 3,945
Dividends on preferred stock — — 5,321 5,321
Net Income/(Loss) Available to Common Stockholders $ 10,456 $ ( 37 ) $ ( 11,795 ) $ ( 1,376 )
40
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
Six Months Ended June 30, 2026
Loans and Securities Arc Home
(1) (2) Other Total
Interest income $ 253,159 $ — $ 804 $ 253,963
Interest expense 207,951 — 5,126 213,077
Total Net Interest Income 45,208 — ( 4,322 ) 40,886
Total Other Income/(Loss) ( 13,302 ) — — ( 13,302 )
Management fee to affiliate — — 4,630 4,630
Non-investment related expenses — — 4,962 4,962
Investment related expenses 8,518 — — 8,518
Transaction related expenses 469 — 197 666
Total Expenses 8,987 — 9,789 18,776
Income/(loss) before equity in earnings/(loss) from affiliates 22,919 — ( 14,111 ) 8,808
Equity in earnings/(loss) from affiliates ( 758 ) 3,027 — 2,269
Income/(loss) before income taxes 22,161 3,027 ( 14,111 ) 11,077
Income tax expense 370 — — 370
Net Income/(Loss) 21,791 3,027 ( 14,111 ) 10,707
Dividends on preferred stock — — 10,330 10,330
Net Income/(Loss) Available to Common Stockholders $ 21,791 $ 3,027 $ ( 24,441 ) $ 377
Six Months Ended June 30, 2025
Loans and Securities Arc Home
(1) (2) Other Total
Interest income $ 218,038 $ — $ 1,957 $ 219,995
Interest expense 178,309 — 5,085 183,394
Total Net Interest Income 39,729 — ( 3,128 ) 36,601
Total Other Income/(Loss) ( 1,164 ) — — ( 1,164 )
Management fee to affiliate — — 4,628 4,628
Non-investment related expenses — — 5,787 5,787
Investment related expenses 6,883 — — 6,883
Transaction related expenses 4,079 — — 4,079
Total Expenses 10,962 — 10,415 21,377
Income/(loss) before equity in earnings/(loss) from affiliates 27,603 — ( 13,543 ) 14,060
Equity in earnings/(loss) from affiliates 77 1,339 — 1,416
Income/(loss) before income taxes 27,680 1,339 ( 13,543 ) 15,476
Income tax expense 54 — — 54
Net Income/(Loss) 27,626 1,339 ( 13,543 ) 15,422
Dividends on preferred stock — — 10,625 10,625
Net Income/(Loss) Available to Common Stockholders $ 27,626 $ 1,339 $ ( 24,168 ) $ 4,797
(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 three months ended June 30, 2026, the Company recorded an unrealized gain/(loss) on its investment in AG Arc of $( 0.3 ) million. During the three months ended June 30, 2025, the Company did not record any unrealized gain/(loss) during the period. For the six months ended June 30, 2026 and 2025, the Company recorded an unrealized gain/(loss) on its investment in AG Arc of $ 0.9 million and $ 1.4 million, respectively.
41
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
The following table presents the Company's assets, liabilities, and stockholders' equity by reportable segment as of June 30, 2026 and December 31, 2025, 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
June 30, 2026
Total Assets $ 7,825,705 $ 46,435 $ 63,444 $ 7,935,584
Total Liabilities 7,278,814 — 110,766 7,389,580
Total Stockholders' Equity 546,891 46,435 ( 47,322 ) 546,004
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
14. Subsequent Events
The Company announced that on July 30, 2026, its Board of Directors declared second 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 $ 0.664786 per share, respectively. The dividends will be paid on September 17, 2026 to holders of record on August 31, 2026.
Proposed Cherry Hill Mortgage Investment Corporation Merger
As previously announced, the Company entered into an Agreement and Plan of Merger, dated as of August 9, 2026 (the “Merger Agreement”), with Cherry Hill Mortgage Investment Corporation, a Maryland corporation (“CHMI”), Cherry Hill Operating Partnership, LP, a Delaware limited partnership, MIT Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement, the Manager. Pursuant to, and subject to the terms and conditions set forth in, the Merger Agreement, CHMI will merge with and into Merger Sub, with Merger Sub surviving (the “Merger”).
Under the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of CHMI common stock will be converted into the right to receive the following (the “Per Share Merger Consideration”): (1)(a) 0.3063 shares of the Company’s common stock pursuant to a fixed exchange ratio and (b) $ 0.41 per share in cash, without interest, from the Company; and (2) $ 0.52 per share in cash from the Manager (acting solely on its own behalf), as additional consideration. In addition, each share of CHMI 8.20 % Series A Cumulative Redeemable Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive one newly issued share of MITT 8.20 % Series D Cumulative Redeemable Preferred Stock (“MITT Series D Preferred Stock”). Also, each share of CHMI 8.250 % Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive one newly issued share of MITT Series E Floating Rate Cumulative Redeemable Preferred Stock (“MITT Series E Preferred Stock”). The MITT Series D Preferred Stock and MITT Series E Preferred Stock shall have the rights, preferences, privileges and voting powers substantially the same as those of the CHMI Series A Preferred Stock and CHMI Series B Preferred Stock, respectively.
In the Merger Agreement, the Company has agreed to take all necessary corporate action so that upon and after the Effective Time, the size of the Company’s board of directors is increased by two members, and the members of the CHMI board of directors designated by CHMI to serve on the Company’s board of directors (“CHMI Director Designees”) are appointed to the Company’s board of directors. The Company has further agreed to nominate the CHMI Director Designees to the Company’s board of directors at the next annual meeting following the Effective Time.
The Merger is expected to close in the fourth quarter of 2026, subject to the respective approvals by the Company's stockholders and CHMI’s stockholders and other customary closing conditions set forth in the Merger Agreement.
In connection with the execution of the Merger Agreement, AG MIT, LLC, a subsidiary of the Company, also entered into a Voting and Support Agreement with CHMI (the “Voting Agreement”). Pursuant to the Voting Agreement, among other things,
42
TPG Mortgage Investment Trust, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
June 30, 2026
AG MIT, LLC agreed to vote all shares of CHMI common stock owned of record or beneficially held by AG MIT, LLC, consisting of 734,800 shares, in favor of the approval of the Merger Agreement and the Merger, subject to the terms thereof.
Contemporaneously with the execution of the Merger Agreement, and in consideration of the Manager’s approximate $ 20 million cash payment to CHMI stockholders in the Merger, the Company and the Manager entered into an amendment (the “MITT Management Agreement Amendment”) to the existing MITT Management Agreement, as amended on April 6, 2020, September 24, 2020, November 22, 2021, and August 8, 2023 (as amended, the “Existing MITT Management Agreement”). The MITT Management Agreement Amendment will become effective automatically upon the closing of the Merger, and will have no force and effect if the Merger does not close. The MITT Management Agreement Amendment makes certain changes to the Existing MITT Management Agreement, including, (i) updating the calculation of the “Equity Hurdle Base” to be based on the Company’s book value immediately after the Effective Time, (ii) updating the income component of the incentive fee from “Adjusted Net Income” to “Earnings Available for Distribution”, (iii) updating the calculation mechanics of the incentive fee to a rolling four quarter basis, (iv) providing that no incentive fee shall be payable with respect to any calendar quarter unless Earnings Available for Distribution for the twelve most recently completed calendar quarters is greater than zero, (v) that the termination fee will be three times the sum of the average annual base management fee and the average annual incentive fee during the prior 24-month period, and (vi) providing that the incentive fee will be calculated quarterly and payable annually. The incentive fee will continue to be payable in cash, or, at the option of the Company’s board of directors, shares of the Company’s common stock or a combination of cash and shares, provided that no more than 50 % of the incentive fee may be paid in shares of the Company’s common stock without the Manager’s consent.
All other terms and conditions of the Existing MITT Management Agreement remain substantially the same.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.