TPG Mortgage Investment Trust, Inc. 8K

TPG Mortgage Investment Trust, Inc. amended its Management Agreement with AG REIT Management, LLC, contingent on closing its merger with Cherry Hill Mortgage Investment Corporation, to overhaul the incentive fee and termination fee structure based on a new Earnings Available for Distribution metric and revised equity hurdle calculations, with flexibility to pay part of the incentive in common shares.

On August 9, 2026, TPG Mortgage Investment Trust, Inc. (formerly AG Mortgage Investment Trust, Inc.) and its external manager, AG REIT Management, LLC, entered into a Fifth Amendment to their Management Agreement, effective upon the closing of TPG’s merger transaction to acquire Cherry Hill Mortgage Investment Corporation. The amendment restructures the incentive compensation framework by eliminating prior definitions such as Adjusted Net Income, Core Earnings, and the Cumulative Hurdle Amount, and replacing them with a new earnings metric called Earnings Available for Distribution (EAD) and a revised Equity Hurdle Base. Under the new structure, the manager’s incentive fee will equal 15% of the amount by which the Company’s EAD over the previous 12 months exceeds an 8% annual return on the Equity Hurdle Base, net of incentive fees already paid for the first three quarters, with no fee payable unless cumulative EAD over the most recent 12 calendar quarters (or shorter period since the merger effective time) is positive. The amendment also revises the termination fee to be three times the sum of the average annual base management fee and incentive fee over the preceding 24 months, details the quarterly calculation and payment timing of incentive fees, and allows the Board, subject to conditions and manager consent for amounts over 50%, to pay a portion of the incentive fee in common shares valued by recent NYSE trading prices, while leaving all other provisions of the Management Agreement in full force and effect.

Filing Facts

CIK

1514281

Ticker

-

Form

8K

Source Type

sec

Accession

0001628280-26-054986

Alert Tier

6