MITT 10-K & 10-Q changes, risk factors and insider trading
TPG Mortgage Investment Trust, Inc. (also MITN, MITP, MITT-PA, MITT-PB, MITT-PC) · NYSE · Real Estate Investment Trusts · CIK 1514281 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Future acquisitions or strategic investments could be difficult to identify and integrate with our business, disrupt our business, and adversely affect our financial condition and results of operations.”
New heading “We may utilize artificial intelligence, which could expose us to liability and affect our business.”
Removed heading “We have incurred, and may continue to incur, direct and indirect costs as a result of the WMC acquisition.”
Largest changes
“The wars between Russia and Ukraine and the Middle East conflict have and will continue to result in instability and adversely affect the global economy or specific markets. In addition, these geopolitical tensions can cause an increase in volatility in commodity and energy prices, creating supply chain issues, and causing instability in financial markets. …”see in full comparison
“The U.S. federal government has cautioned Americans on the possibility of Russia targeting the U.S. with cyber attacks in retaliation for sanctions that the U.S. has imposed and has urged both the public and private sectors to strengthen their cyber defenses and protect critical services and infrastructure. Additionally, President Biden directed government bodies to mandate cybersecurity and network defense measures within their respective jurisdictions and has initiated action plans to reinforce cybersecurity within the electricity, pipeline, and water sectors. …”see in full comparison
“We use, or may in the future use, artificial intelligence, generative artificial intelligence, machine learning and similar tools and technologies (collectively, “AI”) in connection with our business. In addition, Arc Home and certain of our third party service providers use, or may in the future use, AI. …”see in full comparison
“We may utilize artificial intelligence, which could expose us to liability and affect our business.”see in full comparison
“If we are unable to successfully integrate acquisitions into our business, we may never realize their expected benefits. With each acquisition, we may discover unexpected costs, liabilities for which we are not indemnified, delays, lower than expected cost savings or synergies, or incurrence of other significant charges such as impairment of goodwill or other intangible assets and asset devaluation. Our Manager also may be unable to successfully integrate company cultures, retain key personnel, apply its expertise to new competencies, or react to adverse changes in industry conditions.”see in full comparison
“Enhanced Second Lien Loan Risks. A majority of our residential loan portfolio is comprised of Home Equity Loans, which are primarily secured by a second lien on a residential property and as a result, generally entail greater risk than residential mortgage loans where are in the first lien position. Additional risks for Home Equity Loans include lien perfection deficiencies and the inherent risk that the borrower may draw on the lines in excess of their collateral value, particularly in a deteriorating real estate market. …”see in full comparison
Full comparison: every changed paragraph (53)
•Climate change, climate change-related initiatives and regulation and environmental, social and governance (ESG)sustainability-related issues, may adversely affect our business and financial results and damage our reputation.
•We may utilize artificial intelligence, which could expose us to liability and affect our business.
Our investment strategy is focused on acquiring and securitizing newly-originated residential mortgage loans. Our ability to successfully execute this strategy, grow our business, and achieve attractive risk-adjusted returns for our stockholders areis dependent upon our Manager's ability to source, acquire and finance on our behalf a large volume of desirable residential mortgage loans and other target assets on attractive terms, and our Manager may be unable to do so for many reasons. We derive a portion of our residential mortgage loans through Arc Home. Arc Home is heavily dependent on its ability to fund its non-agency loans through warehouse facilities, which are generally short-term in nature. If Arc Home is unable to renew or obtain new facilities on commercially reasonable terms or at all, it would adversely impact its ability to maintain or grow its residential mortgage loan production and its overall business. In addition, Arc Home has no obligation to sell residential mortgage loans and other target assets to us and our Manager may be unable to locate other originators that are able or willing to originate residential mortgage loans and other target assets that meet our standards on favorable terms or at all. General economic factors, such as recession, declining home values, unemployment and high interest rates, certain of which we are currently experiencing, have and may continue to limit the supply of available residential mortgage loans and other target assets.
The wars between Russia and Ukraine and the Middle East conflict have and will continue to result in instability and adversely affect the global economy or specific markets. In addition, these geopolitical tensions can cause an increase in volatility in commodity and energy prices, creating supply chain issues, and causing instability in financial markets. Sanctions imposed by the United States and other countries in response to such conflict could further adversely impact the financial markets and the global economy, and any economic countermeasures by the affected countries or others, could exacerbate market and economic instability. Further, Russia has launched an onslaught of cyberwarfare against Ukraine as part of its ongoing invasion, targeting the country’s critical infrastructure, government agencies, media organizations, and related think tanks in the U.S. and EU.
The U.S. federal government has cautioned Americans on the possibility of Russia targeting the U.S. with cyber attacks in retaliation for sanctions that the U.S. has imposed and has urged both the public and private sectors to strengthen their cyber defenses and protect critical services and infrastructure. Additionally, President Biden directed government bodies to mandate cybersecurity and network defense measures within their respective jurisdictions and has initiated action plans to reinforce cybersecurity within the electricity, pipeline, and water sectors. The Biden administration also launched joint efforts with Cybersecurity and Infrastructure Security Agency (CISA) through its “Shields Up” campaign to defend the U.S. against possible cyber attacks. CISA published advisories warning of Russian state-sponsored threat actors targeting “COVID-19 research, governments, election organizations, healthcare and pharmaceutical, defense, energy, video gaming, nuclear, commercial facilities, water, aviation, and critical manufacturing” sectors in the U.S. and other Western nations. While we have not experienced such cyber attacks and have not detected activity that would indicate a planned cyber attack, to date, it is yet unknown whether Russia would be successful in breaching our network defenses or, more broadly, those within the areas listed above, which, if successful, may cause disruptions to critical infrastructure required for our operations and livelihoods, or those of borrowers of our loans or underlying our investments and service providers.
Enhanced Second Lien Loan Risks. A majority of our residential loan portfolio is comprised of Home Equity Loans, which are primarily secured by a second lien on a residential property and as a result, generally entail greater risk than residential mortgage loans where are in the first lien position. Additional risks for Home Equity Loans include lien perfection deficiencies and the inherent risk that the borrower may draw on the lines in excess of their collateral value, particularly in a deteriorating real estate market. Home Equity Loans are also more susceptible to deterioration in residential real estate values and we are less likely to be successful in recovering all of our loan proceeds in the event of default. See the Risk Factor captioned “— Risks Related to our Investments — We invest in Home Equity Loans and may invest in other second lien mortgage loans, which expose us to an increased risk of loss” in this Annual Report for more details.
Enhanced Non-QM Loan Risks. TheA majoritysignificant portion of our residential loan portfolio is comprised of Non-QM Loans. Non-QM Loans are generally loans to finance (or refinance) one- to four-family residential properties that are not considered to meet the definition of a "Qualified Mortgage" in accordance with guidelines adopted by the Consumer Financial Protection Bureau, or CFPB, and may be considered to be lower credit quality. The ownership of Non-QM Loans will also subject us to legal, regulatory and other risks, including those arising under federal consumer protection laws and regulations designed to regulate residential mortgage loan underwriting and originators’ lending processes, standards, and disclosures to borrowers. Failure of residential mortgage loan originators or servicers to comply with the ability-to-repay laws and regulations could subject us, as an assignee or purchaser of these loans (or as an investor in securities backed by these loans), to monetary penalties assessed by the CFPB and by mortgagors, including by recoupment or setoff of finance charges and fees collected, and could result in rescission of the affected residential mortgage loans. See the Risk Factor captioned “— Risks Related to our Investments — Our investments in non-agency residential mortgage loans, including Non-QM Loans in particular, subject us to legal, regulatory and other risks” in this Annual Report for more details.
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and related laws and regulations relating to credit risk retention for securitizations (the "Risk Retention Rules"), when we sponsor a residential mortgage loan securitization, we are required to retain at least 5% of the fair value of the mortgage-backed securities issued in the securitization. We may also co-sponsor a securitization where we believe we are the party obligated to comply with the Risk Retention Rules. Our process for ensuring we comply with the Risk Retention Rules applicable to securitizations we sponsor or co-sponsor may not correctly identify loans that do not meet the applicable criteria, including due to data entry or calculation errors during the review of these criteria for specific loans or due to errors in our interpretation of these requirements. In addition, we may face regulatory scrutiny regarding whether we are the appropriate party to comply with the Risk Retention Rules. Failure to comply with the Risk Retention Rules could expose us to losses, including, for example, as a result of a requirement to repurchase securitized loans or assets that did not meet these criteria, regulatory enforcement actions and/or reputational damages.
Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and related laws and regulations relating to credit risk retention for securitizations (the "Risk Retention Rules"), when we sponsor a residential mortgage loan securitization, we are required to retain at least 5% of the fair value of the mortgage-backed securities issued in the securitization. We may also co-sponsor a securitization where we are the party obligated to comply with the Risk Retention Rules. We can retain either an “eligible vertical interest” (which consists of at least 5% of each class of securities issued in the securitization), an “eligible horizontal residual interest” (which is the most subordinate class of securities with a fair value of at least 5% of the aggregate credit risk) or a combination of both totaling 5% (the "Required Credit Risk"). We are required to hold the Required Credit Risk until the later of (i) the fifth anniversary of the securitization closing date and (ii) the date on which the aggregate unpaid principal balance of the mortgage loans in such securitization has been reduced to 25% of the aggregate unpaid principal balance of the mortgage loans as of the securitization closing date, but no longer than the seventh anniversary of the closing date (such date, the "Sunset Date"). In addition, before the Sunset Date, we may not engage in any hedging transactions if payments on the hedge instrument are materially related to the Required Credit Risk and the hedge position would limit our financial exposure to the Required Credit Risk. Also, we may not pledge our interest in any Required Credit Risk as collateral for any financing unless such financing is full recourse to us. If we pledge our interest in Required Credit Risk as collateral on financing that is full recourse to us, which we generally seek to do, and the lender takes possession of the underlying collateral, we may not be in compliance with the Risk Retention Rules and it is uncertain as to what the consequences may be. Our Required Credit Risk could subject us to the first losses on our securitizations and is illiquid, which may make it more difficult to meet our liquidity needs, which may materially and adversely affect our business and financing condition. Thus, the Risk Retention Rules materially limit our ability to sell and hedge a portion of our RMBS that we acquire through our securitizations and subjects us to the credit risk related to the retained RMBS that we otherwise may have sold. In addition, in certain cases, we have and may also in the future covenant to retain an interest, and to take certain other action, with respect to such securitizations for purposes of the EU/UK Securitization Rules, which subjects us to certain risks, including risks similar to those that arise under the U.S. Risk Retention Rules.
Our profitability depends, in large part, on our ability to acquire our target assets at favorable prices. Although we expect to acquire a portion of our loans from our mortgage originator, Arc Home, in which we own aan 44.6%approximate 66.0% interest, Arc Home has no obligation to sell residential mortgage loans and other target assets to us. In addition, residential mortgage loans originated by Arc Home are generally allocated among us and other funds managed by affiliates of our Manager with substantially similar investment strategies to us. To the extent that Arc Home's volume production is insufficient or our allocation of such loans by our Manager decreases, we may experience difficulties in obtaining the volume of loans needed to grow our business and execute our investment strategy. We also acquire residential mortgage loans and other target assets from unaffiliated third parties, including through the secondary market when market conditions and asset prices are conducive to making attractive purchases. In acquiring residential mortgage loans and other target assets from unaffiliated third parties, we compete with other mortgage REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, financial institutions, governmental bodies, hedge funds and other entities. Additionally, we may also compete with the U.S. Federal Reserve and the U.S. Treasury to the extent they purchase assets meeting our objectives pursuant to various purchase programs. Many of our competitors are significantly larger than us, have greater access to capital and other resources and may have other advantages over us. Our competitors may include other entities managed by affiliates of our Manager. See "— Risks Related to our Management and our Relationships with our Manager and its Affiliates — Our governance and operational structure could result in conflicts of interest." for further information.
The U.S. and other countries have experienced, and may experience in the future, outbreaks of contagious diseases that affect public health and public perception of health risk. The outbreak or spread of any highly infectious or contagious disease could result in federal, state and local governments and private entities mandating various restrictionsrestrictions, quarantines, curfews, “stay-at-home” or “shelter in place” orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations, any of which could adversely impact our Manager's ability to successfully operate our business. In addition, outbreaks or pandemics have and may continue to disrupt global supply chains, contribute to increased inflation, increase rates of unemployment and adversely impact many industries. Future disruptions and governmental actions, due to an outbreak of any highly infectious or contagious disease, combined with any associated economic and/or social instability or distress, may have an adverse impact on our results of operations, financial condition and cash available for distribution.
Our assets are not subject to any geographic, diversification or concentration limitations except that we concentrate in residential mortgage-related investments. Accordingly, our investment portfolio may be concentrated by geography, asset type (as is the case currently, as residential whole loans are by far our most concentrated asset type), property type and/or borrower, increasing the risk of loss to us if the particular concentration in our portfolio is subject to greater risks or suffers adverse developments. In addition, adverse economic conditions in the areas where the properties securing or otherwise underlying our investments are located (including business layoffs or downsizing, industry slowdowns, changing demographics and other factors) and local real estate conditions (such as oversupply or reduced demand) may have an adverse effect on the value of our investments. Moreover, a geographic concentration of our investments in an area which has been or may become adversely impacted by climate change (including flooding, drought, wildfire, tornados,tornadoes, and other severe weather) may negatively impact the performance of those investments.
As of December 31, 2024,2025, 35%30% of the total fair value of our residential mortgage loan portfolio was secured by properties located in California, which are particularly susceptible to natural disasters such as fires, earthquakes and mudslides. In addition, as of December 31, 2024,2025, 11%10% of the total fair value of our residential mortgage loan portfolio,portfolio was secured by properties located in Florida, which are particularly susceptible to natural disasters such as hurricanes and floods. Further, the effects of climate change have made, and may continue to make, certain types of insurance, such as flood insurance, increasingly difficult and/or expensive to obtain in these and certain other areas. If potential homeowners are unable to obtain affordable homeowner insurance coverage in these areas, which becamehas become more widespread duringin 2024recent years and is expected to be exacerbated by climate events, such as the recent Los Angeles County wildfires,wildfires in 2025, demand for real estate in these areas may be materially and adversely affected. A material decline in the demand for and value of real estate in these areas may materially and adversely affect us. Lack of diversification can further increase the correlation of non-performance and foreclosure risks among our investments.
Climate change, climate change-related initiatives and regulation and environmental, social and governance (ESG)sustainability-related issues, may adversely affect our business and financial results and damage our reputation.
There has been and continues to be concern from advocacy groups and the general public over the effects of climate change on the environment. Government mandates, standards and regulations enacted in response to these projected impacts of climate change could result in restrictions on land development in certain areas or increased energy, transportation and raw material costs. These concerns have also resulted in increasing governmental and societal attention to ESGsustainability matters, including attempts to expand mandatory and voluntary reporting, diligence, and disclosure on topics such as climate change, waste production, water usage, human capital, labor, and risk oversight, that could expand the nature, scope, and complexity of matters that we are required to control, assess, and report. More recently, anti-ESG sentiment has gained momentum in the United States, with the Federal government and many states having enacted or proposed "anti-ESG" policies, legislation or issue related legal opinion.opinions. These and other rapidly changing, and sometimes conflicting, laws, regulations, policies and related interpretations, as well as increased enforcement actions by various governmental and regulatory agencies, may create challenges for us, including our compliance and ethics programs, may alter the environment in which we do business and may increase the ongoing costs of compliance, which could adversely impact our results of operations and cash flows. If we are unable to adequately address such ESGclimate and sustainability matters or we fail or are perceived to fail to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation and our business results.
Further, significant physical effects of climate change including extreme weather events such as drought, wildfire, tornados,tornadoes, hurricanes or floods can also have an adverse impact on real estate assets that secure our residential mortgage loans. See "—We may be adversely affected by risks affecting borrowers or the asset or property types in which our investments may be concentrated at any given time, as well as from climate change or other unfavorable changes in the related geographic regions."
As our reliance on technology has increased, so have the risks posed to our information systems, including those provided by the Manager and third-party service providers (including, without limitation, affiliates and third parties with which we and our Manager do business, such as Arc Home and other mortgage originators, due diligence firms, pricing vendors and servicers, or that facilitate our business activities, including clearing agents or other financial intermediaries we use to facilitate our securitization transactionstransactions, valuation firms and law firms). If such parties' respective systems experience failure, interruption, cyber-attacks, or security breaches, we may in turn face risks of operational failure, termination or capacity constraints. The acquisition of mortgage loans entails us, the Manager and third-party service providers coming into possession of borrower non-public personal information, and we may be liable for losses suffered by individuals whose personal information is stolen or compromised as a result of a breach of the security of the systems on which we, our Manager or third-party service providers of ours store this information, or as a result of other mismanagement of such information, and any such liability could be material. Even if we are not liable for such losses, any breach of these systems could expose us to material costs in notifying affected individuals or other parties and providing credit monitoring services, as well as to regulatory fines or penalties. Our Manager, its affiliates and third-party service providers have experienced and are and will continue to be from time to time the target of attempted cyber attacks, breaches and other security threats. We rely on our Manager to continuously monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact, and our Manager's ability to monitor our service providers' information systems may be limited or more difficult because our Manager may not have direct access. There is no guarantee that these efforts, or similar efforts by affiliates of our Manager and third-party service providers, will be successful. Even with all reasonable security efforts, not every breach can be prevented or even detected. Further, should the majority of our Manager's personnel return to working remotely in the future, the risk of cybersecurity incidents and cyber-attacks may increase.
Servicer default. The servicer has a fiduciary obligation to act in the best interest of the securitization trust, but significant latitude exists with respect to its servicing activities. The servicer also has a contractual obligation to obey all laws and regulations (including federal, state, and local laws and regulations) and to act in accordance with applicable servicing standards; however, as we do not control these servicers, we cannot be sure that they are acting in accordance with their contractual and legal obligations or applicable law. The servicer's failure to comply with these obligations could expose us to regulatory scrutiny and litigation risk. If a third-party servicer fails to perform its duties under the securitization documents or its contractual duties to us, this may result in a material increase in delinquencies or losses on the RMBS or mortgage loans we own or the MSRs Arc Home owns or in a fine or adverse finding from a regulatory authority if the ownership of loans is tied to the servicing of those loans. Any such servicing failures and resulting delinquencies or losses may impact the value of the RMBS, mortgage loans or MSRs, and we may incur losses on our investment. If a third-party servicer fails to perform its contractual duties to us, this may result in fines or adverse action from a regulatory authority if the ownership of loans is tied to the servicing of those loans.
Arc Home's lending and servicing business activities isare subject to extensive regulation by federal, state and local governmental and regulatory authorities, including the CFPB, the Federal Trade Commission, the U.S. Department of Housing and Urban Development, the U.S. Department of Veterans Affairs, the SEC and various state agencies that license, audit, investigate and conduct examinations of its mortgage servicing, origination, and other activities. In the current regulatory environment, the policies, laws, rules and regulations applicable to Arc Home's mortgage origination and servicing businesses have been rapidly evolving. New or modified regulations at the federal or state level to address concerns on a variety of fronts, including potential impacts from climate change, fair and equitable access to housing and consumer data privacy and security concerns, could increase Arc Home’s operational expenses or otherwise enhance regulatory supervision and enforcement efforts. Federal, state or local governmental authorities may continue to enact laws, rules or regulations that will result in changes in Arc Home's business practices and may materially increase the costs of compliance. We are unable to predict whether any such changes will adversely affect Arc Home's business and, in turn, our financial results.
Adverse economic conditions or a deterioration of the housing market could negatively impact Arc Home's lending businesses. For example, sincein 20222022, following the Federal Reserve's rapid interest rate hikes, total U.S. residential mortgage originationsorigination volume, including origination volumesvolume at Arc Home, decreased substantially and has continued to remainremained low as interest rates continued to rise in 2023. While there were modest interest rate decreases in 2024 and volume2025 and origination volume has been increasing, the Federal Reserve could determine to leave rates at current levels or even increase rates further should inflation become elevated. Moreover, adverse economic conditions accompanied by declining home prices generally reduce the level of new mortgage loan originations and refinancing activity, since borrowers often use increases in the value of their existing properties to support the purchase of, or investment in, additional properties. Borrowers may also be less able to make payments on loans in a weakened economy, which may lead to an increase in requests for forbearance or defaults.
These requirements can and do change as statutes and regulations are enacted, promulgated, amended, and interpreted, and the recent trends among federal and state lawmakers and regulators historically have been toward increasing laws, regulations, and investigative proceedings concerning the mortgage industry generally; however, the current administration has sought to and may implement changes in regulatory oversight. The implications and any actual changes to current regulatory processes are currently unknown. Such uncertainty could in itself lead to inefficiencies for lenders and services, confusion in the market and other impacts, which could materially adversely affect our business, financial condition and/or results of operations. Although we believe that we have structured our operations and investments to comply with existing legal and regulatory requirements and interpretations, changes in regulatory and legal requirements, including changes in their interpretation and enforcement by lawmakers and regulators, could materially and adversely affect our business and our financial condition, liquidity, and results of operations.
Congressional disagreement over the federal budget and the maximum amount of debt the federal government is permitted to have outstanding (commonly referred to as the "debt ceiling") has previously caused the U.S. federal government to shut down for periods of time. Generally, if effective legislation to fund government operations and manage the level of federal debt is not enacted, the federal government may suspend its investments for certain government accounts, among other available options, in order to prioritize payments on its obligations. A failure by the U.S. Congress to pass spending bills or address the debt ceiling at any point in the future would increase the risk of default by the U.S. on its obligations, the risk of a lowering of the U.S. federal government's credit rating, and the risk of other economic dislocations. Such a failure, or the perceived risk of such a failure, could consequently have a material adverse effect on the financial markets and economic conditions in the U.S. and globally. TwiceFor several times in the past decade, including as recently as October 2025, by the appropriations legislation deadline Congress failed to pass a new appropriations bill or continuing resolution to temporarily extend funding, resulting in U.S. government shutdowns that caused federal agencies to halt non-essential operations. If economic conditions severely deteriorate as a result of U.S. federal government fiscal gridlock, our operations could be affected, which may adversely impact our financial condition and results of operations. These risks may also impact our overall liquidity, our borrowing costs, or the market price of our common stock.
Future acquisitions or strategic investments could be difficult to identify and integrate with our business, disrupt our business, and adversely affect our financial condition and results of operations.
We may seek to acquire or invest in businesses and asset classes that we believe could complement or expand our investment strategy or otherwise offer growth opportunities. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not the acquisitions are completed. Certain of our acquisitions have and future acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our financial position and results of operations. In addition, if an acquired business or portfolio fails to meet our performance expectations, our business, financial condition, and results of operations may be adversely affected.
If we are unable to successfully integrate acquisitions into our business, we may never realize their expected benefits. With each acquisition, we may discover unexpected costs, liabilities for which we are not indemnified, delays, lower than expected cost savings or synergies, or incurrence of other significant charges such as impairment of goodwill or other intangible assets and asset devaluation. Our Manager also may be unable to successfully integrate company cultures, retain key personnel, apply its expertise to new competencies, or react to adverse changes in industry conditions.
We may utilize artificial intelligence, which could expose us to liability and affect our business.
We use, or may in the future use, artificial intelligence, generative artificial intelligence, machine learning and similar tools and technologies (collectively, “AI”) in connection with our business. In addition, Arc Home and certain of our third party service providers use, or may in the future use, AI. The use of AI is still a relatively new and emerging technology, and the introduction and incorporation of AI by us, Arc Home or our third party service providers may expose us to additional risks, such as damage to our reputation, competitive position, and business, legal and regulatory risks and additional costs. For example, AI algorithms and machine learning methods may contain flaws, raising ethical and legal concerns, such as unintentional bias in credit decisions. Additionally, the complexity and fast-paced evolution of AI present significant challenges, especially as we and Arc Home compete with other companies in our respective spaces. We may not always succeed in identifying or resolving problems before they emerge. AI-related challenges, including potential government regulations, flaws, or other deficiencies, could further complicate our efforts and adversely affect our business.
We have incurred, and may continue to incur, direct and indirect costs as a result of the WMC acquisition.
We incurred substantial expenses in connection with and as a result of completing the WMC acquisition, and we may incur additional expenses resulting from combining the businesses, operations, policies and procedures of the two companies, including expenses related to litigation that may result in significant costs and divert management's attention and resources. Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.
The laws, rules and regulations to which we are subject can and do change as statutes and regulations are enacted, promulgated, amended, and interpreted. As a result, we are unable to fully predict at this time how these, or other laws or regulations that may be adopted in the future, will affect our business and the results of operations and financial condition. RecentSee trends"—Our amongbusiness federalis andsubject stateto lawmakersextensive and regulators have been toward increasing laws, regulations, and investigative procedures concerning the mortgage industry generally; however, the current administration may implement changes in regulatory oversight.regulation." While the implications and any actual changes to current regulatory regimes are currently unknown, such uncertainty may result in increasing the economic and compliance costs for participants in the mortgage origination and securitization industries, including us.
Our investments include Non-Agency RMBS which are backed by non-QMnon-QM, Home Equity and other residential mortgage loans that are not issued or guaranteed by a GSE or the U.S. government. Within a securitization of residential mortgage loans, various securities are created, each of which has varying degrees of credit risk. We anticipate that our investments in Non-Agency RMBS will be concentrated in lower-rated and unrated securities in which we are exposed to the first loss on the residential mortgage loans held by the securitization vehicle, which will subject us to the most concentrated credit risk associated with the underlying residential mortgage loans.
Additionally, the principal and interest on Non-Agency RMBS, unlike those on Agency RMBS, are not guaranteed by GSEs such as Fannie Mae and Freddie Mac or, in the case of Ginnie Mae, the U.S. government. Non-Agency RMBS are subject to many of the risks of the underlying mortgage loans. A residential mortgage loan is typically secured by a single-family residential property and is subject to risks of delinquency and foreclosure and risk of loss. The Home Equity Loans backing certain of our Non-Agency RMBS are primarily second lien loans and as a result risks of delinquency and foreclosure and risk of loss of such loans are heightened. The ability of a borrower to repay a loan secured by a residential property is dependent upon the income or assets of the borrower. A number of factors, including, but not limited to, a general economic downturn, unemployment, energy costs, acts of God, war or other geopolitical conflict, terrorism, inflation, social unrest and civil disturbances, may impair the borrower's ability to repay its mortgage loan. In addition, recentthe increasescurrent inelevated mortgage rates have generally not led to lower housing costs (including due to a possible "lock-in" effect), which has led to significantly lower home affordability and thus adversely impacted the cost of owning a home, which could lead to an increase in defaults on the mortgage loans underlying many of our investments. In periods following home price declines, "strategic defaults" (decisions by borrowers to default on their mortgage loans despite having the ability to pay) also may become more prevalent. In the event of defaults under residential mortgage loans backing any of our Non-Agency RMBS, we will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the residential mortgage loan.
As of the date of this Annual Report, all of the Company's Legacy WMC Commercial Loans, with an aggregate fair value of $55.4 million as of December 31, 2025, are either on non-accrual or cost recovery status. While we and the other lender parties along with the borrowers are pursuing consensual sales of the properties underlying such loans, there are no assurances that such sales will be completed on the terms anticipated or at all. To the extent we and the other lender parties acquire ownership of properties securing the Legacy WMC Commercial Loans through foreclosure or deed-in-lieu of foreclosure and own real estate directly without completing a sale of such properties, we are subject to risks particular to owning real property. The costs associated with operating and redeveloping the property, including any operating shortfalls, the costs of financings, and significant capital expenditures, could materially and adversely affect our results of operations, financial condition and liquidity. In addition, if and when the property is sold, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis, resulting in a loss to us. Furthermore, any costs or delays involved in the maintenance or liquidation of the underlying property will further reduce the net proceeds and, thus, increase the loss.
Shortly after Fannie Mae and Freddie Mac were placed in federal conservatorship, the Secretary of the U.S. Treasury,Treasury noted that the guarantee structure of Fannie Mae and Freddie Mac required examination and that changes in the structures of the entities were necessary to reduce risk to the financial system. The future roles of Fannie Mae and Freddie Mac could be significantly reduced and the nature of their guarantees could be eliminated or considerably limited relative to historical measurements. Any changes to the nature of the guarantees provided by Fannie Mae and Freddie Mac could redefine what constitutes Agency RMBS and could have broad adverse market implications as well as negatively impact our liquidity, financing rates, net income, and book value.
It remains uncertain whether Congress and the current presidential administration will address the GSE conservatorship,conservatorship through legislative or administrative actions, and if so on what timeline and how any potential action would be structured. On January 2, 2025, the FHFA and the U.S. Treasury Department agreed to again amend the preferred stock purchase agreements between the U.S. Treasury Department and each of the GSEs to establish a methodical process for eventual public input on the termination of conservatorship to minimize disruption to the housing and financial markets. Moreover, personnel changes at the applicable regulatory agencies may alter the nature and scope of oversight affecting the mortgage finance industry generally (particularly with respect to the future role of Fannie Mae and Freddie Mac). TheWhile severalthe intendedlikelihood reformsthat announcedmajor bymortgage Presidentfinance Trumpsystem reform will be enacted in the short term remains uncertain, the adoption of any such reform may increase the level of uncertainty in the overall federal regulatory environment, which could adversely affect our business.
When we engage in financing arrangements, we generally sell loans or securities to lenders (i.e., repurchase agreement counterparties) and receive cash from the lenders. The lenders are obligated to resell or return the same loans or securities back to us at the end of the term of the transaction. Because the cash we receive from lenders when we initially sell or deliver the assets to the lender is less than the value of those assets (this difference is the haircut), if the lender defaults on its obligation to resell or return the same assets back to us (whether due to insolvency of the lender or otherwise) we may incur a loss on the transaction equal to the amount of the haircut (assuming there was no change in the value of the securities). On December 31, 2024,2025, we had greater than 5% stockholders' equity at risk on a GAAP basis and non-GAAP basis with threefour repurchase agreement counterparties: BofA Securities, Inc., Goldman Sachs Bank USA, andBofA Securities, Inc., Barclays Capital Inc.Inc., Additionally,and theJP CompanyMorgan hadSecurities, greater than 5% stockholders' equity at risk related to financing arrangements obtained on certain retained interests in securitizations held in a trust that issued certificates to various third-party investors.LLC,.
Actions taken by the Federal Reserve to set or adjust monetary policy or to manage the overall size and composition of its balance sheet, and statements it makes regarding the foregoing, may affect the expectations and outlooks of market participants in ways that disrupt our business and adversely affect the value of, and returns on, our portfolio of real-estate related investments and the pipeline of mortgage loans we own or may originate or acquire. For example, to control the rate of inflation, the Federal Reserve launched a reverse process known as quantitative tightening and raised its benchmark federal funds rate from nearly zero in March 2022 to a range between 5.25% and 5.50%, as of December 31, 2023. The Federal Reserve kept the target range at this level until September 2024, stating in 2024 Federal Open Market Committee meetings that the risks to achieving its employment and inflation goals continue to move into better balance. InSince September 2024,then, the Federal Reserve starteddelivered reducingthree itsrate targetcuts range,in decreasingeach itof by 0.50% to 4.75% to 5.00%,2024 and stating that2025, the riskslatest to achieving its employment and inflation goals were then roughlyone in balance. The Federal Reserve subsequently reduced the target range by 0.25% each in November and December 2024,2025, bringing the target range down to 4.25%3.50% from 4.50%.3.75%.
In accordance with our management agreement, we are externally managed and advised by our Manager, and all of our officers are employees of TPG Angelo Gordon or its affiliates. We have no separate facilities, and we have no employees. Pursuant to our management agreement, our Manager is obligated to supply us with our senior management team, and the members of that team may have conflicts in allocating their time and services between us and other entities or accounts managed by our Manager and its affiliates, now or in the future, including other TPG Angelo Gordon funds. Substantially all of our investment, financing and risk management decisions are made by our Manager and not by us, and our Manager also has significant discretion as to the implementation of our operating policies and strategies.
Furthermore, our ManagerTPG has the sole discretion to hire and fire employees, and our Board of Directors and stockholders have no authority over the individual employees of our ManagerManager, TPG or TPGits Angelo Gordon,affiliates, although our Board of Directors does have direct authority over our officers who are supplied by our Manager. Accordingly, we are completely reliant upon, and our success depends exclusively on, our Manager’s personnel, services, resources, facilities, relationships and contacts. No assurance can be given that our Manager will act in our best interests with respect to the allocation of personnel, services and resources to our business.
Further, when there are turbulent conditions in the real estate industry, distress in the credit markets or other times when we will need focused support and assistance from our Manager, the attention of our Manager’s personnel and executive officers and the resources of TPG Angelo Gordon will also be required by the other funds and accounts managed by our Manager and its affiliates, placing our Manager’s resources in high demand. In such situations, we may not receive the level of support and assistance that we may receive if we were internally managed or if our Manager and its affiliates did not act as a manager for other entities. If the management agreement is terminated and a suitable replacement for our Manager is not secured in a timely manner or at all, we would likely be unable to execute our business plan, which would materially and adversely affect us.
Moreover, inas Novembera 2023,result TPGof completed itsTPG's acquisition of TPG Angelo Gordon, the direct parent company of our Manager. As a result of the acquisition, TPG Angelo Gordon operatesin its business as a new platform within TPG, which is a publicly traded company. In addition, as a result of the acquisition,2023, our Manager became an indirect subsidiary of TPG. Uncertainty about the effect of thesuch acquisition of TPG Angelo Gordon with TPG on employees, clients and business of TPG Angelo Gordon, as well as time and attention required by our management team and other personnel of our Manager to integration and other matters related to the acquisition or TPG, may have an adverse effect on TPGour Angelo GordonManager and subsequently on us and the other funds managed by our Manager and its affiliates, including TPG AngeloCredit Gordon.funds. Retention and motivation of certain employees may be challenging due to the uncertainty and difficulty of integration or a desire not to remain with TPG Angelo Gordon. As a result of the foregoing, management of our company may be adversely affected. Further, the completion of the acquisition may give rise to additional conflicts of interest and competition for investment opportunities among us, other TPG Angelo Gordon funds and TPG funds.
All of our officers and our non-independent directors are employees of TPG Angelo Gordon or its affiliates. The management agreement was negotiated between related parties, and we did not have the benefit of arm’s length negotiations of the type normally conducted with an unaffiliated third-party and the terms, including the fees payable to our Manager, may not be as favorable to us. We may choose not to enforce, or to enforce less vigorously, our rights under the management agreement because of our desire to maintain our ongoing relationship with our Manager.
Our Manager is managed by TPG Angelo Gordon,TPG, whose interests may not always be aligned with ours or our Manager’s. The employees of TPG Angeloand Gordonits affiliates that devote time to managing our business may have conflicting interests between us and TPG Angelo Gordon when managing our business. TPG Angelo Gordon may decide to sell or transfer an equity interest in theour Manager, which could increase the potential conflicts. For example, TPG Angelo Gordon, includingthe direct parent company of our Manager, was acquired by TPG in November 2023. Following the acquisition, an information barrier was created between the historical TPG business and TPG Angelo Gordon, including our Manager. While information barriers are designed to restrict the flow of information between certain businesses, such barriers may be breached, inadvertently or otherwise, including with respect to information regarding certain investment opportunities, deal pipelines and strategy, which could result in greater restrictions to our and other TPG Angelo Gordon funds' investment activities.
We have broad investment guidelines, and we have co-invested and may co-invest with funds managed by TPG Angeloand Gordonits fundsaffiliates in a variety of investments. We also may invest in securities that are senior or junior to securities owned by funds managed by our Manager or its affiliates. There can be no assurance that any procedural protection will be sufficient to assure that these transactions will be made on terms that will be at least as favorable to us as those that would have been obtained in an arm’s length transaction.
Our ManagerManager, TPG and TPG Angelo Gordon and their respective employees also may have ongoing relationships with the obligors of investments or the clients’ counterparties and they or their clients may own equity or other securities or obligations issued by such parties. In addition, TPG and TPG Angelo Gordon, either for its respective own accounts or for the accounts of other clients, may hold securities or obligations that are senior to, or have interests different from or adverse to, the securities or obligations that are acquired for us. Employees of our Manager and its affiliates may also invest in other entities managed by other TPG Angelo Gordon entities which are eligible to purchase target assets. See Part I, Item 1 "Business - Investment Policies" for additional information related to target assets. TPG, TPG Angelo Gordon or our Manager and their respective employees may make investment decisions for us that may be different from those undertaken for their personal accounts or on behalf of other clients (including the timing and nature of the action taken). TPG Angelo Gordon and its affiliates may at certain times simultaneously seek to purchase or sell the same or similar investments for clients or for themselves. Likewise, our Manager may on our behalf purchase or sell an investment in which another TPG Angelo Gordon client or affiliate is already invested or has co-invested. Such transactions may differ across TPG Angelo Gordon clients or affiliates. These instances may result in conflicts of interest, which may adversely affect our operations.
Our Board of Directors determines our operational policies and may amend or revise such policies, including our policies with respect to our REIT qualification, acquisitions, dispositions, operations, indebtedness and distributions, or approve transactions that deviate from these policies, without a vote of, or notice to, our stockholders. Operational policy changes could adversely affect the market value of our common stock and our ability to make distributions to our stockholders, such as reduction in the size of our GAAP investment portfolio. For example, 2020 was marked by unprecedented conditions caused by the COVID-19 pandemic, and as a result of and in response to these conditions, the size and composition of our investment portfolio was significantly reduced during 2020.
In connection with certain of our investments in Non-QM Loans, Agency-Eligible Loans, residential mortgage loans,loan and Re/Non-Performing Loans,investments, we engage asset managers to provide advisory, consultation, asset management and other services to help our third-party servicers formulate and implement strategic plans to manage, collect and dispose of loans in a manner that is reasonably expected to maximize the amount of proceeds from each loan. We engaged the Asset Manager, an affiliate of the Manager and direct subsidiary of TPG Angelo Gordon,TPG, as the asset manager for certainthe majority of our non-agency loans, agency loans, residential mortgage loans and Re/Non-Performing Loans.loans. We pay separate asset management fees asto the Asset Manager based on the residential loan product type, which fees are assessed and confirmed by a third-party valuation firm for certain of our Non-Agency Loans, NPL/RPL and other residential loan products to thebe Assetcommercially Manager.reasonable. The asset management agreement was negotiated between related parties, and we did not have the benefit of arm’s length negotiations as we normally would with unaffiliated third-parties. As such, the terms may not be as favorable to us as they otherwise might have been.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying income if earned directly by the parent REIT. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation (other than a REIT) of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% (20% for taxable years beginning before January 1, 2026) of the value of a REIT's total assets may consist of stock or securities of one or more TRSs. A domestic TRS will pay federal, state and local income tax at regular corporate rates on any income that it earns. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation, and in certain circumstances, the ability of our TRSs to deduct net business interest expenses generally may be limited. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm's-length basis.
In connection with the closing of theour Merger,acquisition of WMC in 2023, we received an opinion of counsel to the effect that WMC qualified as a REIT for U.S. federal income tax purposes through the time of the Merger.acquisition. However, we did not request a ruling from the IRS that WMC qualified as a REIT. Notwithstanding the opinion of counsel, if the IRS successfully challenged WMC's REIT status prior to the Merger,acquisition, we could face adverse tax consequences, including:
We have and our TRS has certain net operating loss ("NOL") and net capital loss ("NCL") carryforwards. NOL carryforwards can be used to offset future taxable income, and NCL carryforwards can be used to reduce net capital gain income. We and/or our TRS may not generate sufficient income of the appropriate tax character to fully utilize the respective NOL or NCL carryforwards before their expiration. In addition, NOL and NCL carryforwards and certain recognized built-in losses may be limited by Sections 382 and 383 of the Internal Revenue Code if we or our TRS, respectively, experiences an "ownership change". In general, an "ownership change" occurs if 5% stockholders increase their collective ownership of the aggregate amount of the outstanding shares of our company by more than 50 percentage points looking back over the relevant testing period. Our ability to use WMC's historic NOL carryforwards is limited by a Section 382 ownership change that occurred with respect to WMC at the time of the Merger.WMC Acquisition. No assurance can be provided as to whether we or our TRS may experience an ownership change that could limit our ability or our TRS's ability to utilize the respective NOL or NCL carryforwards.
The method we use to classify our and our subsidiaries’ assets for purposes of the Investment Company Act is based in large measure upon no-action positions taken by the SEC staff. These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we may face, and a number of these no-action positions were issued decades ago. No assurance can be given that the SEC or its staff will concur with our classification of our or our subsidiaries’ assets. In August 2011, the SEC solicited public comment on a wide range of issues relating to Section 3(c)(5)(C), including the nature of the assets that qualify for purposes of the exemption and leverage used by mortgage-related vehicles. There can be no assurance that the laws and regulations governing the Investment Company Act status of companies primarily owning real estate-related assets, including more specific or different guidance regarding these exemptions from the SEC, will not change in a manner that adversely affects our operations. To the extent of such additional guidance regarding Section 3(c)(5)(C) or any of the other matters bearing upon the definition of investment company and the exceptions to that definition, we may be required to adjust our investment strategy accordingly.
We may issue additional shares of common stock, or securities convertible into, or exchangeable for, shares of common stock, in public offerings or private placements, and holders of our outstandingany convertible notes or exchangeable securities that we may issue in the future may convert those securities into shares of common stock. In addition, we may issue additional shares of common stock to participants in any direct stock purchase and dividend reinvestment plan we may establish and to our directors, officers, and employees of our Manager and its affiliates under any employee stock purchase plan we may establish, our equity incentive plan, or other similar plans, including upon the exercise of, or in respect of, distributions on equity awards previously granted thereunder. We are not required to offer any such shares to existing stockholders on a preemptive basis. Therefore, it may not be possible for existing stockholders to participate in future share issuances, which may dilute existing stockholders’ interests in us. In addition, if market participants buy shares of common stock, or securities convertible into, or exchangeable for, shares of common stock, in issuances by us in the future, it may reduce or eliminate any purchases of our common stock they might otherwise make in the open market, which in turn could have the effect of reducing the volume of shares of our common stock traded in the marketplace, which could have the effect of reducing the market price and liquidity of our common stock.
As of MarchFebruary 3,17, 2025,2026, our directors, executive officers and our Manager beneficially owned, in the aggregate, approximately 4.8%4.1% of our common stock (including approximately 3.8%3.2% held by our directors and executive officers). In addition, in August 2025, as consideration for acquiring additional interests in Arc Home, the Company issued an aggregate of 2,027,676 shares of our common stock (then representing approximately 6.4% of our common stock) to certain private funds managed by an affiliate of TPG (the "Holders"). Pursuant to registration rights, we filed an S-3 registration statement registering the resale of all the shares held by the Holders. As of February 18, 2026, the Holders held 1,170,643 shares of our common stock, representing approximately 3.7% of our common stock. Sales of shares of our common stock by our directors and officersofficers, and greater than 5% stockholders, are generally required to be publicly reported and are tracked by many market participants as a factor in making their own investment decisions. As a result, future sales by these individuals orindividuals, our Manager or the Holders could negatively affect the market price of our common stock.
Management's Discussion & Analysis (MD&A)
New heading “Acquisition of Additional Interest in AG Arc LLC”
New heading “Income tax expense”
New heading “Securitized Debt”
New heading “Senior Unsecured Notes”
New heading “Acquisition of additional interest in AG Arc”
New heading “Equity Incentive Plans”
New heading “Manager Equity Incentive Plans”
Removed heading “WMC Acquisition”
Removed heading “Bargain purchase gain”
Removed heading “Legacy WMC Convertible Notes”
Removed heading “Recourse and non-recourse financing”
Removed heading “Share-based compensation”
Removed heading “Accounting for business combinations”
Largest changes
“During the fourth quarter of 2025 and through January of 2026, Federal Reserve Chair Jerome Powell adopted a more cautious posture as the central bank sought to balance a labor market showing early signs of softening with persistent inflation. Although the unemployment rate edged higher to 4.4% by the end of 2025, core inflation remained near 3%. In response to these shifting dynamics, the Federal Open Market Committee delivered two additional 25 basis point interest rate cuts at its October and December meetings, bringing the target Fed Funds range to 3.50% to 3.75%. …”see in full comparison
“We define EAD, a non-GAAP financial measure, as Net Income/(loss) available to common stockholders excluding (i) (a) unrealized gains/(losses) on loans, real estate securities, derivatives and other investments, inclusive of our investment in AG Arc and Arc Home's net mortgage servicing rights, and (b) net realized gains/(losses) on the sale or termination of such instruments, (ii) any transaction related expenses incurred in connection with the acquisition, disposition, or securitization of our investments, (iii) the income tax effect on non-EAD income/(loss) items, and (iv) certain other …”see in full comparison
“Total existing home inventory fell in December 2025 to 1.18 million, the latest data available. The reading follows the May to October period when inventory was approximately 1.5 million. Existing home inventory in 2025 hovered at its highest levels since 2020, averaging 1.3 to 1.5 million for most of the year, however these levels hardly breach the typical inventory levels of 1.5 to 2 million units that prevailed from 2016 to 2019 and remain well below the 1.7 to 2.5 million range seen between 2000 to 2004, periods with a smaller count of U.S. households. …”see in full comparison
The fair value of our loans and real estate securities fluctuate according to market conditions. When the fair value of the assets pledged as collateral to secure a financing arrangement decreases to the point where the difference between the collateral fair value and the financing arrangement amount is less than the haircut, our lenders may issue a "margin call," which requires us to post additional collateral to the lender in the form of additional assets or cash. Under our repurchase facilities, our lenders have full discretion to determine the fair value of the securities we pledge to them. Our lenders typically value assets based on recent transactions in the market. Lenders also issue margin calls as the published current principal balance factors change on the pool of mortgages underlying the securities pledged as collateral when scheduled and unscheduled paydowns are announced monthly. We experience margin calls in the ordinary course of our business. Insee in full comparisonseekingaddition to our cash and cash equivalents, we may hold unpledged Agency RMBS and maintain available committed financing on certain residential mortgage loans to effectively manage the margin requirements established by ourlenders, we maintain a position of cash and, when owned, unpledged Agency RMBS.lenders. We refer to this position as our "liquidity." The level of liquidity wehave availablemaintain to meet margin calls is directly affected by our leverage levels, our haircuts and the price changes on our assets. Typically, if interest rates increase or if credit spreads widen, then the prices of our collateral (and our unpledgedassetsAgency RMBS that constitute a portion of our liquidity) will decline, we will experience margin calls, and we will need to use our liquidity to meet the margin calls. There can be no assurance that we will maintain sufficient levels of liquidity to meet any margin calls. If our haircuts on existing financing arrangements increase, our liquidity will proportionately decrease.In addition, if we increase our borrowings, our liquidity will decrease by the amount of additional haircut on the increased level of indebtedness.We intend to maintain a level of liquidity in relation to ourassetsborrowings that enables us to meet reasonably anticipated margin calls but that also allows us to be substantially invested in the residential mortgage market. We may misjudge the appropriate amount of our liquidity by maintaining excessive liquidity, which would lower our investment returns, or by maintaining insufficient liquidity, which may force us to liquidate assets into potentially unfavorable market conditions and harm our results of operations and financial condition.Further, an unexpected rise in interest rates and a corresponding decline in the fair value of our assets may also force us to liquidate assets under difficult market conditions in an effort to maintain sufficient liquidity to meet increased margin calls, thereby harming our results of operations and financial condition.
“The financial markets have been, and will likely continue to remain, volatile given the overall market uncertainty related to inflation, fiscal policies of the incoming administration, and the path of monetary policy and interest rates. Throughout 2024, markets have displayed a high level of sensitivity to the Federal Reserve’s interest rate decisions. On December 18, 2024, the Federal Reserve lowered the target range for the Federal Funds Rate by an additional 25 basis points to 4.25% to 4.50%, for a cumulative 100 basis points of reduction in all of 2024. …”see in full comparison
As of December 31, 2025, the borrowers of the Legacy WMC Commercial loans were in maturity default. The lender parties (including us) are evaluating with the borrowers consensual sales of the underlying properties collateralizing the loans and/or transferring title of all or certain of the properties to the lender parties via a deed-in-lieu of foreclosure. See Note 3 to the "Notes to Consolidated Financial Statements" for information on the status of the Legacy WMC Commercial loans, as well as coupons, weighted average life, geographic concentration, collateral characteristics, LTV, and maturities of the loans we include in the "Commercial loans, at fair value" line item on our consolidated balance sheets.see in full comparison
Full comparison: every changed paragraph (169)
We focus our investment activities primarily on acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market. We obtain our assets through Arc Home, LLC ("Arc Home"), our residential mortgage loan originator in which we own an approximate 44.6%66.0% interest, and through other third-party origination partners. We finance our acquired loans through various financing lines on a short-term basis and utilize Angelo,TPG Gordon & Co., L.P.'sInc.'s ("TPG Angelo Gordon") proprietary securitization platform to secure long-term, non-recourse, non-mark-to-market financing as market conditions permit. Through our ownership in Arc Home, we also have exposure to mortgage banking activities. 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.
Our investment portfolio (which excludes our ownership in Arc Home) primarily includes Residential Investments and Agency RMBS. Currently, our Residential Investments primarily consist of newly originated Non-Agency Loans, Agency-Eligible Loans andLoans, Home Equity Loans,Loans and Non-Agency RMBS collateralized by these loan types, which we refer to as our target assets. In addition, we may also invest in other types of residential mortgage loans and other mortgage related assets. Our investment portfolio also includes commercial loans and commercial-mortgage backed securities ("CMBS") (collectively, the "Legacy WMC Commercial Investments") that were acquired in the WMC acquisition. We expect to either hold the Legacy WMC Commercial Investments until maturity or opportunistically exit these investments.
We were incorporated in Maryland on March 1, 2011 and commenced operations in July 2011. We conduct our operations to qualify and be taxed as a REIT for U.S. federal income tax purposes. Accordingly, we generally will not be subject to U.S. federal income taxes on our taxable income that we distribute currently to our stockholders as long as we maintain our intended qualification as a REIT, with the exception of business conducted in our domestic taxable REIT subsidiaries ("TRSsTRS") which are subject to corporate income tax. We also operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act.
We are externally managed by our Manager, ana affiliatewholly-owned subsidiary of TPG Angelo Gordon,TPG, pursuant to a management agreement. Our Manager has delegated to Angelo, Gordon & Co., L.P. ("TPG Angelo Gordon, a diversified credit and real estate investing platform within TPG Inc. ("TPGGordon"), an affiliate of TPG, the overall responsibility of its day-to-day duties and obligations arising under theour management agreement. TPG (NasdaqNASDAQ: TPG) is a leading global alternative asset management firm.
WMC Acquisition
On December 6, 2023 (the "Closing Date"), we completed the acquisition of Western Asset Mortgage Capital Corporation ("WMC"), a Delaware corporation and externally managed mortgage REIT that focused on investing in, financing and managing a portfolio of residential mortgage loans, real estate related securities, and commercial real estate loans. On the Closing Date, WMC merged with and into AGMIT Merger Sub, LLC, a Delaware limited liability company and our wholly owned subsidiary ("Merger Sub"), with Merger Sub continuing as the surviving company (the "Merger"). Refer to "Item 1—WMC Acquisition" and the section entitled "WMC Acquisition" in Note 1 to the "Notes to Consolidated Financial Statements" for further information related to the Merger.
◦Book value per common share is calculated using stockholders’ equity less the liquidation preference of $228.0 million on our issued and outstanding preferred stock divided by all outstanding common shares as of quarter-end;
•11.6x14.4x GAAP Leverage Ratio and 1.4x1.6x Economic Leverage Ratio; and
•$0.85 dividend per common share declared during the year;
◦Increase of 13.3% from $0.75 dividend per common share declared during 2024.
•$0.75 dividend per common share declared during the year; and ◦Increased our quarterly dividend per common share from $0.18 per common share in the first quarter 2024 to $0.19 per common share beginning the second quarter 2024, which represented a 5.6% increase.
(1)Includes sales of $27.3 million, $1.5 million and $0.8 million of Non-Agency RMBS, CMBS and Other Securities, respectively, sold from the legacy portfolio acquired in the WMC acquisition.
(21)During the year, we co-sponsoredpartnered twowith mortgage originators and executed three rated securitizations collateralized by $729.9$1.5 millionbillion of Agency-EligibleHome Equity Loans. 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. Upon evaluating our retained interest in the securitization trusts, we determined we were not the primary beneficiary and, as a result, did not consolidate the securitization truststrusts, andwhich recordedresulted in us recording an investment of $69.1 million ofin Non-Agency RMBS.
Acquisition of Additional Interest in AG Arc LLC
•On August 1, 2025, purchased an additional 21.4% interest in AG Arc LLC (“AG Arc”) from certain private funds managed by an affiliate of TPG. In connection with the acquisition, we issued 2,027,676 restricted shares of our common stock as consideration. Upon closing of the transaction on August 1, 2025, and giving effect to our acquisition of the additional 21.4% interest, we have an approximate 66.0% interest in AG Arc. Refer to Note 10 to the "Notes to Consolidated Financial Statements" for additional information related to the transaction.
•The table below summarizes the rated securitizations executed during the year ended December 31, 2025 (in millions).
•Executed(1) four rated securitizations of Agency-Eligible Loans with a total unpaid principal balance of $1.4 billion, convertingConverted recourse financing with mark-to-market margin calls to non-recourse financing without mark-to-market margin calls;calls.
•Paid off certain Legacy WMC fixed-rate long-term financing arrangements collateralized by certain retained interests in securitizations acquired from WMC. Generated total net proceeds of $55.4 million by pledging these assets under a recourse financing arrangement with mark-to-market margin calls and issuing additional securitized debt;
•Pledged Home Equity Loans with a fair value of $69.7 million and an unpaid principal balance of $66.8 million, in which we have no outstanding financing but have the ability to borrow at an advance rate of 87.5% of unpaid principal balance pledged as collateral. As of December 31, 2025, $50 million of this available financing is contractually committed;
•Amended a financing arrangement to convert financing on our residential mortgage loans with a total borrowing capacity of $400 million from financing with mark-to-market margin calls to financing without mark-to-market margin calls; and
•Exercised our optional redemption right related to a 2022 vintage Non-Agency securitization, paying down $275.0 million of securitized debt.
•Repurchased $7.1 million of principal amount of the Legacy WMC Convertible Notes during the first quarter of 2024 and paid off the remaining $79.1 million principal amount outstanding at maturity in September 2024; and
•Issued $99.5 million principal amount of Senior Unsecured Notes in public offerings generating net proceeds of approximately $95.2 million.
During the fourth quarter of 2025 and through January of 2026, Federal Reserve Chair Jerome Powell adopted a more cautious posture as the central bank sought to balance a labor market showing early signs of softening with persistent inflation. Although the unemployment rate edged higher to 4.4% by the end of 2025, core inflation remained near 3%. In response to these shifting dynamics, the Federal Open Market Committee delivered two additional 25 basis point interest rate cuts at its October and December meetings, bringing the target Fed Funds range to 3.50% to 3.75%. However, at the January 2026 meeting, the Federal Reserve elected to hold rates steady, whereby Chair Powell maintained that while risks to the dual mandate had diminished, current policy was not significantly restrictive, signaling a patient, meeting-by-meeting approach to further easing while under his chairmanship. The Treasury market reflected this "higher-for-longer" concern even as the Federal Reserve cut short-term rates. This resulted in a further steepening of the yield curve. By quarter-end, the yield spread between 2-year and 10-year U.S. Treasuries widened to approximately 70 basis points, remaining around that level through January 2026. Despite elevated long-term Treasury yields, the 30-year fixed mortgage rate declined by 15 to 20 basis points over the course of the fourth quarter to the low 6% area, reflecting modest easing in long-term borrowing costs for consumers. On January 30, 2026, Kevin Warsh was nominated to succeed Jerome Powell as the Federal Reserve Chair in May 2026 and after some initial market volatility, markets subsequently stabilized as investors assessed the potential implications of the nomination on monetary policy.
RMBS credit spreads were broadly tighter during the fourth quarter of 2025, particularly lower in the capital structure. Senior Non-QM spreads trended slightly tighter by a few basis points while mezzanine and subordinate tranches were 20 to 25 basis points tighter. Similarly, senior prime jumbo spreads were mixed while the subordinate tranches tightened by 20 to 35 basis points. Closed-end second lien spreads were flat to slightly wider higher in the capital structure while mezzanine tranches were flat to approximately 10 basis points tighter. Trends in credit spreads on credit risk transfer ("CRT") assets can serve as a proxy for market participants evaluating credit-related assets given the observability of transactions. Credit spreads on lower priority CRT tranches continued to tighten as market participants sought higher-yielding assets backed by seasoned mortgage credit. These tranche profiles have benefitted from some scarcity value as the GSEs have opted to retain more of the capital structure for their newly issued transactions amid favorable underlying collateral fundamentals. Higher priority CRT tranches were flat to slightly tighter during the fourth quarter of 2025. Non-QM credit curves continued to flatten amid robust demand for residential credit. Overall, credit spread changes for the full-year 2025 were broadly similar to the fourth quarter, with credit spreads on senior tranches mixed, while spreads on lower tranches in the capital structure were tighter by up to 25 to 30 basis points.
During the fourth quarter, primary RMBS market activity declined by 6% to $51 billion as compared to prior quarter. However, fourth quarter issuance volume was 27% higher than year-ago levels and brought the full-year 2025 primary issuance to over $200 billion, a 37% increase against 2024. Growth in the Non-QM sector was the primary driver of the annual increase, rising by approximately $35 billion, nearly doubling the volume in 2024. In addition, Home Equity issuance increased by over $13 billion, also nearly double 2024, and Prime Jumbo and Agency-Eligible issuance increased by a combined $10 billion. For the full-year 2025, Non-QM was roughly 40% of the year’s total issuance, followed by Prime Jumbo and Agency, collectively about 22%, and Home Equity at 14%. Residential transition loans, also known as fix-and-flip, comprised 4% of total issuance. Other sectors such as Single-Family Rental, CRT and Re/Non-performing loans comprised the balance.
The S&P CoreLogic Case-Shiller U.S. National Home Price Index was 1.3% higher year-over-year in December 2025, the latest data available, about 1% below the peak established in June 2025. Regional price variations continued to exist, and on an annual basis, metros in the Northeast and Midwest continued to lead gains while regions in Florida, Texas and the Mountain West have been weaker. Chicago area home prices led annual gains, rising by 5.3% from December 2024 to December 2025, and New York followed nearby at 5.1%. Cleveland home prices rose 4.0% and Boston was 1% higher over the year. California regions hovered around flat as Los Angeles and San Diego home price growth was inside of 1% while San Francisco fell by 10 basis points. Denver fell by 2.1% and Dallas home prices were 1.5% lower. In Florida, Miami home prices fell by 1.5% and Tampa was 2.9% lower against year-ago readings. Home price growth and available for-sale inventory have had a relatively strong inverse relationship as regions with inventory growth using 2019 as a baseline, have had weaker home price gains, and vice versa.
During the quarter, prevailing mortgage rates hovered between 6.2% and 6.3% and ended the quarter at 6.15%, according to the Freddie Mac Primary Mortgage Market Survey, last approaching these levels in the late third and early fourth quarter of 2024. Conforming mortgage interest rate locks remained in the low 6% area through December 2025 and held there at the start of January 2026. After a slow climb throughout 2023 and 2024, the effective mortgage rate outstanding (the rate on outstanding mortgage debt) continued to inch higher to 4.2% as of the third quarter of 2025, the latest data available, roughly 200 basis points lower than prevailing rates. This rate is almost 90 basis points higher than its low of 3.31% in the first quarter of 2022. While this suggests some softening of the mortgage lock-in effect, or disincentive for existing homeowners to sell their homes because their current mortgage rate is well below current market rates, this rate is up only 17 basis points from the start of the year, showing the stickiness of low-rate borrowers staying in place and reduced housing activity.
Total existing home inventory fell in December 2025 to 1.18 million, the latest data available. The reading follows the May to October period when inventory was approximately 1.5 million. Existing home inventory in 2025 hovered at its highest levels since 2020, averaging 1.3 to 1.5 million for most of the year, however these levels hardly breach the typical inventory levels of 1.5 to 2 million units that prevailed from 2016 to 2019 and remain well below the 1.7 to 2.5 million range seen between 2000 to 2004, periods with a smaller count of U.S. households. When evaluating new listings, which are a timelier barometer of home sale activity, 2025 inventory was 4.1 million units, the lowest since 2011. This figure is 3% lower year-over-year and is 24% below average year-to-date listings through November 2025 from 2015 through 2022. This reduced level of activity follows an annual shortage of over 1 million new listings in each of 2023 and 2024 compared to annual activity in 2015 through 2019 as well as pandemic-affected 2020 through 2022, underscoring the limited supply theme.
The financial markets have been, and will likely continue to remain, volatile given the overall market uncertainty related to inflation, fiscal policies of the incoming administration, and the path of monetary policy and interest rates. Throughout 2024, markets have displayed a high level of sensitivity to the Federal Reserve’s interest rate decisions. On December 18, 2024, the Federal Reserve lowered the target range for the Federal Funds Rate by an additional 25 basis points to 4.25% to 4.50%, for a cumulative 100 basis points of reduction in all of 2024. The Federal Reserve noted that the decrease was supported by their belief that the risks to both price stability and maximum employment are roughly in balance, but the stance of monetary policy remains restrictive. In its updated Summary of Economic Projections (“SEP”), the Federal Reserve increased its 2025 growth and inflation forecasts, reduced its unemployment rate forecast, and reduced the total amount of policy rate easing it anticipates for all of 2025 from 100 basis points to 50 basis points. As of December 2024, the Consumer Price Index report indicated headline inflation was 2.9% year over year with the unemployment rate remaining at 4.1%. During the fourth quarter, the 10-year U.S. Treasury yield increased by approximately 79 basis points to 4.58% and the 30-year mortgage rate increased by approximately 77 basis points to 6.85%. The quarter ended with the spread between the 2-year and 10-year U.S. Treasury yields at approximately 33 basis points positive sloping. There has been more mixed economic data and increasing policy uncertainty from the new administration as it pertains to inflation and growth, which have continued to drive volatility in benchmark rates so far in the first quarter 2025.
RMBS spreads were mostly tighter and credit curves were relatively flat during the fourth quarter. Throughout 2024, market participants have sought RMBS and residential mortgage credit exposure to access strong underlying fundamentals such as high quality underwriting, rising home values and a persistently strong supply/demand technical. Trends in credit spreads on credit risk transfer ("CRT") assets can serve as a proxy for market participants evaluating credit related assets given the observability of transactions. CRT tranches were up to 20 to 25 basis points tighter during the fourth quarter. Investment grade prime jumbo RMBS spreads tightened by 30 basis points during the quarter, with spreads on BBB-rated risk finishing the year in the mid-200 basis points. Senior Non-QM tranches tightened by 10 to15 basis points while non-investment grade Non-QM spreads were 40 to 60 basis points tighter. Year-to-date, RMBS sectors have seen considerable spread tightening, particularly in the subordinate tranches of structures. Over the course of the year, non-investment grade prime jumbo spreads were 150 to 300 basis points tighter and non-investment grade Non-QM spreads were 100 to 200 basis points tighter, leaving credit curves sharply flatter in 2024.
Primary RMBS market activity decreased slightly during the fourth quarter, totaling approximately $34 billion, a decline of 6% quarter-over-quarter, however issuance approximately doubled year-over-year. The annual growth was most pronounced in the Non-QM and Prime Jumbo sectors, which collectively grew by $8 billion year-over-year to nearly $18 billion. Other growth sectors included second liens and Home Equity Loans, up over 120%. For the full year 2024, primary RMBS activity rose over 90% to $134 billion. Most of the growth was again in the Prime Jumbo and Non-QM sectors, which rose 165% and 51% to $26 billion and $43 billion, respectively. Issuance for the second liens and Home Equity Loans sector grew by an impressive 200% to $13.5 billion as originators and deal sponsors become more focused on this asset class.
The S&P CoreLogic Case-Shiller U.S. National Home Price Index seasonally fell, albeit just slightly, from its peak in July. The Index was higher by 3.9% during 2024. Regional price variations continue to exist, however, as West Coast, Midwest and Northeast regions recording the highest gains. Home price growth and available for-sale inventory have had a relatively strong inverse relationship as regions with inventory growth since baseline 2019 have had weaker home price gains, and vice versa. National home price expectations from third party research currently forecasts 2025 home price appreciation to be approximately 1.5% to 2%, with a range of -2% to +4.4%.
Prevailing mortgage rates rose sharply in the fourth quarter after a brief decline in September with the 30-year fixed rate mortgage ending the quarter at 6.85%, according to the Freddie Mac Primary Mortgage Market Survey. The effective mortgage rate outstanding was slightly higher, from 3.98% to 4.02% as of December 2024 and remains well below prevailing rates. However, the “lock-in effect,” or disincentive for existing homeowners to sell their homes because their current mortgage rate is well below current market rates, is starting to show signs of decay as the effective mortgage rate has risen approximately 72 basis points since March 2022 and 23 basis points through 2024.
Total existing home listings ticked down going into the end of the year. New listings continue to run well short of annual activity in 2015 to 2019 as well as pandemic-affected 2020 to 2022. Throughout 2024, approximately 4.2 million new listings came to market, a gap of over 1.1 million fewer listings than an average year over 2015 to 2022.
◦"Residential mortgage loans" or "Loans" refer to our Non-Agency Loans, Agency-Eligible Loans, Home Equity Loans, and Re/Non-Performing Loans (exclusive of retained tranches from unconsolidated securitizations) and Land Related Financing..
•"Real estate securities" refers to our Non-Agency RMBS and Agency RMBS, inclusive of TBAs, as well as Legacy WMC CMBS and Other Securities that were acquired in the WMC acquisition.Acquisition.
•Our "GAAP Investment portfolio" includes our GAAP Residential Investments, Agency RMBS, and Legacy WMC Commercial Investments and Other Securities.Investments.
Results of Operations for the Fiscal Years 2024 and 2023
Our operating results can be affected by a number of factors and primarily depend on the size and composition of our investment portfolio, the level of our net interest income, the fair value of our assets and the supply of, and demand for, our investments in residential mortgage loans in the marketplace, among other things, which can be impacted by unanticipated credit events, such as defaults, liquidations or delinquencies,events experienced by borrowers whose residential mortgage loans are included in our investment portfolioportfolio, such as defaults, liquidations or delinquencies, and other unanticipated events in our markets. Our primary source of net income or loss available to common stockholders is our net interest income, inclusive of our cost or benefit of hedging, which represents the difference between the interest earned on our investment portfolio and the costs of financing and economic hedges in place on our investment portfolio, as well as any income or losses from our equity investments in affiliates.affiliates which includes operating income/(loss) from Arc Home.
Interest income increased from Decemberthe 31,year 2023 toended December 31, 2024 to the year ended December 31, 2025 primarily as a result of an increased investment portfolio resulting from the WMC acquisition in December 2023 along with purchases of residential mortgage loans and realNon-Agency estate securities during the yearRMBS and an increase in the weighted average yield of our investment portfolio. The following table presents a summary of the weighted average amortized cost of and the weighted average yield on our GAAP investment portfolio for the years ended December 31, 20242025 and 20232024 ($ in millions).
(1)The weighted average yields are presented based on the amortized cost of the underlying loans.
Interest expense is inclusive of our financing cost related to our financing arrangements on our GAAP investment portfolio, securitized debt, Senior Unsecured Notes, and, for the year ended December 31, 2024, Legacy WMC Convertible Notes, and Senior Unsecured Notes.
Interest expense increased from Decemberthe 31,year 2023 toended December 31, 2024 to the year ended December 31, 2025 due to ana increasehigher inweighted theaverage GAAP financing balance outstanding resulting primarily from the assumption of financing through the WMC acquisition in December 2023 along with the issuance of securitized debt during the periods and the issuance of Senior Unsecured Notes duringin January and May of 2024, offset by the year.repayment of the Legacy WMC Convertible Notes upon maturity in September 2024. Additionally, there was an increase in the weighted average financing rate. The following table presents a summary of the weighted average financing balance and the weighted average financing rate for the years ended December 31, 20242025 and 20232024 ($ in millions).
(1)The weighted average financing rates are presented based on the amortized cost of the underlying securities.
Net interest component of interest rate swaps represents the net interest income received or expense paid on our interest rate swaps.
We recorded income on the net interest component of interest rate swaps during the years ended December 31, 20242025 and 20232024 as a result of our swap portfolio being in a net receive position during each of the entire year.periods. The decrease in income from the year ended December 31, 2024 to the year ended December 31, 2025 was the result of a decrease in the weighted average receive rate and weighted average notional balance. The following table presents a summary of the weighted average notional value of and the weighted average (pay)/receive rate on our interest rate swap portfolio asfor the years ended of December 31, 20242025 and 20232024 ($ in millions).
The following table presents a summary of Net realized gain/(loss) for the years ended December 31, 20242025 and 20232024 (in thousands). TheSee realizedNote loss3, duringNote 4, and Note 7 to the year"Notes endedto DecemberConsolidated 31,Financial 2024Statements" wasfor primarilyadditional driveninformation by losses from unwinding pay-fix, receive-variable interest rate swaps which were held at unrealized losses. This was offset byon realized gains on sales of residential mortgage loans and real estate securities./(losses).
The following table presents a summary of Net unrealized gain/(loss) for the years ended December 31, 20242025 and 20232024 (in thousands). During the year ended December 31, 2024, there were unrealized gains on our residential mortgage loans and interest rate swaps offset by unrealized losses on our securitized debt.
Bargain purchase gain
Per ASC 805, "Business Combinations," a bargain purchase gain is recognized in current earnings when the aggregate fair value of the consideration transferred is less than the fair value of the identifiable net asset acquired. In connection with the WMC acquisition in 2023, we recorded a bargain purchase gain of $30.2 million, which represents the amount by which the fair value of the net assets we acquired in the acquisition of $81.4 million exceeded the fair value of the shares of MITT common stock issued as consideration of $51.2 million. As a result of macroeconomic factors and interest rate volatility, the price per share of common stock of certain companies within the mortgage REIT industry have traded at discounts to book values per share in recent periods, which contributed to the bargain purchase gain recorded on the WMC acquisition.
Our management fee is based upon a percentage of our Stockholders’ Equity. See the "Contractual obligations" section of this Part II, Item 7 for further detail on the calculation of our management fee and for the definition of Stockholders’ Equity. In connection with the WMC acquisition,Acquisition, we and our Manager entered into the MITT Management Agreement Amendment pursuant to which the base management fee was reduced by $0.6 million for the first four quarters following the transaction closing, beginning with the fiscal quarter in which the transaction closing occurred (i.e., resulting in an aggregate $2.4 million waiver of base management fees). As a resultresult, ofduring the transactionyear closing onended December 6,31, 2023,2024, the base management fee was reduced by $0.6 million during the year ended December 31, 2023 and $1.8 million during the year ended December 31, 2024.million.
The following table presents a summary of our non-investment related expenses for the years ended December 31, 2025 and 2024 (in thousands).
Non-investment related expenses are primarily comprised of professional fees, directors’ and officers’ ("D&O"1) insurance, directors’ compensation, and certain non-investment related expenses reimbursable to our Manager or its affiliates. We are required to reimburse our Manager or its affiliates for operating expenses incurred by our Manager or its affiliates on our behalf, including certain compensation expenses and other expenses relating to legal, accounting, and other services. Refer toSee the "Contractual obligations" section belowof this Part II, Item 7 for morefurther detaildetail. on certain expenses reimbursable to our Manager or its affiliates. The following table presents a summary of our non-investment related expenses forFor the yearsyear ended December 31, 20242024, andthe 2023Manager (agreed to waive its right to receive expense reimbursements of $1.1 million pursuant to the MITT Management Agreement Amendment executed in thousands).connection with the WMC Acquisition.
(12) ForDuring the yearsyear ended December 31, 20242025, andwe 2023,recorded thea Managerreduction agreedin excise tax expense of $0.1 million related to waivean itsexcise righttax to receive expense reimbursements of $1.1 million and $1.7 million, respectively.refund.
(2) Estimated excise tax expense of $0.1 million was recognized during the year ended December 31, 2024. The Company did not recognize any excise tax during the year ended December 31, 2023.
The following table presents a summary of our investment related expenses for the years ended December 31, 2025 and 2024 (in thousands). These expenses increased from the year ended December 31, 2024 to the year ended December 31, 2025 primarily due to an increase in our GAAP residential mortgage loan portfolio.
Investment related expenses are primarily comprised of servicing fees, asset management fees, trustee fees, and certain investment related expenses reimbursable to the Manager or its affiliates.(1) We are required to reimburse our Manager or its affiliates for operating expenses incurred by our Manager or its affiliates on our behalf associated with our investment portfolio. The following table presents a summary of our investment related expenses for the years ended December 31, 2024 and 2023 (in thousands).
During the year ended December 31, 2025, we recorded transaction related expenses of $5.2 million on the purchase and securitization of residential mortgage loans, $0.8 million related to refinancing our fixed-rate long-term financing arrangements, $0.9 million related to our acquisition of an additional 21.4% interest in AG Arc, and $0.4 million of legal expenses on our Legacy WMC Commercial Loans.
Historically, transaction related expenses have included expenses primarily associated with purchasing and securitizing residential mortgage loans as well as certain other transaction and performance related fees associated with assets we invest in. During the year ended December 31, 2024 we completed four securitizations as compared to three securitizations during the year ended December 31, 2023. However, transaction related expenses for the year ended December 31, 2024 decreased primarily due to $6.0 million of transaction related expenses incurred during the year ended December 31, 2023 in connection with the WMC acquisition.
What changed in the latest 10-Q
Risk Factors
New heading “Risks Relating to the Proposed Merger with CHMI”
New heading “Completion of the Merger remains subject to conditions that we cannot control.”
New heading “We may fail to realize all of the expected benefits of the Merger or those benefits may take longer to realize than expected.”
New heading “We will incur direct and indirect costs as a result of the Merger.”
Largest changes
“We may fail to realize all of the expected benefits of the Merger or those benefits may take longer to realize than expected.”see in full comparison
“Completion of the Merger remains subject to conditions that we cannot control.”see in full comparison
“We will incur direct and indirect costs as a result of the Merger.”see in full comparison
“In addition, we will be required to devote significant attention and resources prior to closing to prepare for the post-closing operation of the combined company. Post-closing, we may be required to devote significant attention and resources to successfully integrate the CHMI portfolio and operating business into our existing structure. This integration process may disrupt our business and, if ineffective, would limit the anticipated benefits of the Merger and could adversely affect our business.”see in full comparison
“The full benefits of the Merger may not be realized by us as expected or may not be achieved within the anticipated time-frame, or at all. Failure to achieve the anticipated benefits of the Merger could adversely affect our results of operations or cash flows, cause dilution to our earnings per share or book value per share, decrease or delay the expected accretive effect of the Merger, and negatively impact the share price of our common stock.”see in full comparison
Full comparison: every changed paragraph (9)
ReferIn addition to the risks identified below, refer to the risks identified under the caption "Risk Factors", in our Annual Report on Form 10-K for the year ended December 31, 2025 and our subsequent filings, which are available on the Securities and Exchange Commission’s website at www.sec.gov, and in the "Forward-Looking Statements" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" sections herein.
Risks Relating to the Proposed Merger with CHMI
Completion of the Merger remains subject to conditions that we cannot control.
The Merger is subject to various closing conditions, including the approval of both our stockholders and the stockholders of CHMI, and obtaining certain regulatory approvals arising in connection with the proposed transaction. There are no assurances that all of the conditions necessary to consummate the Merger will be satisfied or that the conditions will be satisfied in the time frame expected.
We may fail to realize all of the expected benefits of the Merger or those benefits may take longer to realize than expected.
The full benefits of the Merger may not be realized by us as expected or may not be achieved within the anticipated time-frame, or at all. Failure to achieve the anticipated benefits of the Merger could adversely affect our results of operations or cash flows, cause dilution to our earnings per share or book value per share, decrease or delay the expected accretive effect of the Merger, and negatively impact the share price of our common stock.
In addition, we will be required to devote significant attention and resources prior to closing to prepare for the post-closing operation of the combined company. Post-closing, we may be required to devote significant attention and resources to successfully integrate the CHMI portfolio and operating business into our existing structure. This integration process may disrupt our business and, if ineffective, would limit the anticipated benefits of the Merger and could adversely affect our business.
We will incur direct and indirect costs as a result of the Merger.
We will incur substantial expenses in connection with and as a result of completing the Merger and, following completion, we may incur additional expenses in connection with combining the businesses, operations, policies and procedures of the two companies. Factors beyond our control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.
Management's Discussion & Analysis (MD&A)
New heading “Proposed Cherry Hill Mortgage Investment Corporation Merger”
New heading “Income tax expense”
New heading “Dividends on Preferred Stock”
New heading “Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”
New heading “Interest income”
New heading “Interest expense”
New heading “Net interest component of interest rate swaps”
New heading “Net realized gain/(loss)”
New heading “Net unrealized gain/(loss)”
New heading “Management fee to affiliate”
New heading “Transaction related expenses”
Removed heading “Presentation of investment, financing and hedging activities”
Removed heading “Non-investment related expenses”
Removed heading “Investment related expenses”
Largest changes
“During the fourth quarter of 2025 and through January 2026, Federal Reserve Chair Jerome Powell adopted a cautious posture as the central bank balanced a softening labor market against persistent inflation. Although the unemployment rate reached 4.4% by year-end, core inflation remained sticky near 3.0%. In response, the FOMC delivered two 25 basis point cuts in October and December, bringing the target Fed Funds range to 3.50% to 3.75%. However, at the January 2026 meeting, the Committee elected to hold rates steady, with Chair Powell signaling a patient, "meeting-by-meeting" approach. …”see in full comparison
“During the second quarter of 2026, the Federal Reserve underwent a significant shift in leadership. On May 22, 2026, Kevin Warsh became the new Chairman of the Federal Reserve, succeeding Jerome Powell. Chairman Warsh has adopted an anti-inflationary posture, signaling a heightened commitment to returning inflation to the Federal Reserve’s 2% target after years of elevated levels. …”see in full comparison
“Net interest component of interest rate swaps”see in full comparison
“Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (132)
•our ability to maintain our qualification as a REIT for federal tax purposes; and
•our ability to qualify for an exemption from registration under the Investment Company Act of 1940, as amended (the "Investment Company Act").; and
•our ability to successfully complete our proposed merger with Cherry Hill Mortgage Investment Corporation and/or realize all of the expected benefits or that such benefits may take longer to realize than expected (including because we incur significant costs associated with such merger).
FirstSecond Quarter 2026 Executive Summary
•$(0.27)$0.29 of Net Income/(Loss) Available to Common Stockholders per diluted common share and $0.26$0.24 of Earnings Available for Distribution ("EAD") per diluted common share;
•$0.24 dividend per common share declared in the firstsecond quarter 2026;2026.
◦Increased our quarterly dividend from $0.23 per common share in the fourth quarter 2025, which represented a 4.3% increase.
•The table below summarizes the fair value of purchases and proceeds from sales of investments during the quarter ended MarchJune 31,30, 2026 (in thousands).
(1)During the quarter, we partnered with aprivate third-partyfunds mortgagemanaged originatorby andTPG executedto aexecute two rated securitizationsecuritizations collateralized by $504.5$429.6 million and $333.4 million of HomeNon-Agency EquityLoans, Loans.respectively. As the co-sponsor, we retained an "eligible vertical interest" to comply with risk retention rules which consists of retaining at least 5% of each class of securities issued in the securitizations. Upon evaluating our retained interest in the securitization trust,trusts, we determined we were not the primary beneficiary and, as a result, did not consolidate the securitization trust,trusts, which resulted in us recording an investment in Non-Agency RMBS.
•Pledged certain Home Equity Loans with a fair value of $66.2$63.5 million and an unpaid principal balance of $63.7 million, in which we have no outstanding financing but have the ability to borrow at an advance rate of 87.5% of unpaid principal balance pledged as collateral. As of March 31, 2026, $50 million of this available financing which is contractually committed as of June 30, 2026; and
•Amended a financing arrangement to convert financing on our residential mortgage loans with a total borrowing capacity of $300 million from financing with mark-to-market margin calls to financing without mark-to-market margin calls.
•In March 2026, the we extended the maturity of our 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 $25.4 million as of March 31, 2026.
We focus our investment activities primarily on acquiring and securitizing newly-originated residential mortgage loans within the non-agency segment of the housing market. We obtain our assets through Arc Home, LLC ("Arc Home"), our residential mortgage loan originator in which we own an approximate 66.0% interest as of MarchJune 31,30, 2026, and through other third-party origination partners. We finance our acquired loans through various financing lines on a short-term basis and utilize TPG's proprietary securitization platform to secure long-term, non-recourse, non-mark-to-market financing as market conditions permit. Through our ownership in Arc Home, we also have exposure to mortgage banking activities. 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.
Our investment portfolio (which excludes our ownership in Arc Home) primarily includes Residential Investments and Agency RMBS. Currently, our Residential Investments primarily consist of Non-Agency Loans, Agency-Eligible Loans, Home Equity Loans and Non-Agency RMBS collateralized by these loan types, which we refer to as our target assets. In addition, we may also invest in other types of residential mortgage loans and other mortgage related assets As of March 31, 2026, our investment portfolio consisted of the following Residential Investments and Agency RMBS:assets.
As of June 30, 2026, our investment portfolio consisted of the following Residential Investments and Agency RMBS:
Proposed Cherry Hill Mortgage Investment Corporation Merger
As previously announced, we 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 our wholly owned subsidiary (“Merger Sub”), and, solely for the limited purposes set forth in the Merger Agreement, our 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 our common stock pursuant to a fixed exchange ratio and (b) $0.41 per share in cash, without interest, from us; and (2) $0.52 per share in cash from our 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, we have agreed to take all necessary corporate action so that upon and after the Effective Time, the size of our board of directors is increased by two members, and the members of the CHMI board of directors designated by CHMI to serve on our board of directors (“CHMI Director Designees”) are appointed to our board of directors. We have 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 our 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, one of our subsidiaries, also entered into a Voting and Support Agreement with CHMI (the “Voting Agreement”). Pursuant to the Voting Agreement, among other things, 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.
During the second quarter of 2026, the Federal Reserve underwent a significant shift in leadership. On May 22, 2026, Kevin Warsh became the new Chairman of the Federal Reserve, succeeding Jerome Powell. Chairman Warsh has adopted an anti-inflationary posture, signaling a heightened commitment to returning inflation to the Federal Reserve’s 2% target after years of elevated levels. At the June 2026 Federal Open Market Committee meeting, the Committee held the federal funds target range steady at 3.50% to 3.75%, however transitioned from its previous patient approach in favor of a more hawkish outlook. Throughout the quarter, the labor market proved resilient as the unemployment rate fell to 4.2% in June, further complicating the disinflation narrative even as headline CPI slowed to 3.5%. Persistent geopolitical volatility added to inflation uncertainty as the war between the United States, Israel, and Iran failed to reach a lasting resolution.
By quarter end, market expectations for the Fed Funds rate experienced a significant repricing, shifting from anticipating rate cuts to implying nearly two hikes by year-end. The Treasury market responded with a move to higher nominal rates and a flatter yield curve. The yield on the 2-year U.S. Treasury note rose to 4.20% from 3.81% at the start of the quarter, while the 10-year Treasury yield increased to 4.47% from 4.32%. As a result, the spread between the 2-year and 10-year U.S. Treasuries compressed to approximately 27 basis points, down from 51 basis points at the end of the first quarter. Reflecting the rise in benchmark yields, the 30-year fixed mortgage rate continued to face upward pressure, ending the quarter at approximately 6.5%, further dampening mortgage application volumes and refinancing activity.
During the fourth quarter of 2025 and through January 2026, Federal Reserve Chair Jerome Powell adopted a cautious posture as the central bank balanced a softening labor market against persistent inflation. Although the unemployment rate reached 4.4% by year-end, core inflation remained sticky near 3.0%. In response, the FOMC delivered two 25 basis point cuts in October and December, bringing the target Fed Funds range to 3.50% to 3.75%. However, at the January 2026 meeting, the Committee elected to hold rates steady, with Chair Powell signaling a patient, "meeting-by-meeting" approach. Throughout the first quarter of 2026, this cautious outlook was reinforced by a significant shift in the geopolitical and inflationary landscape. While the labor market showed relative stability with the unemployment rate ticking down slightly to 4.3% in March, the emergence of a Middle East conflict in late February triggered a sharp spike in energy prices. This energy shock complicated the disinflation narrative, pushing headline personal consumption expenditure (PCE) expectations for the second quarter toward 3.7% and prompting the Federal Reserve to maintain its pause at the March Federal Open Market Committee meeting.
By April 2026, the "higher-for-longer" sentiment has intensified. The Treasury market, which had seen the yield spread between 2-year and 10-year U.S. Treasuries widen to 70 basis points in January, experienced a notable flattening in late March as front-end yields rose in response to diminishing rate-cut expectations. As of quarter end, the 10-year Treasury yield was 4.32%, while the spread to the 2-year compressed to approximately 51 basis points. Reflecting this upward pressure on long-term borrowing costs, the 30-year fixed mortgage rate edged back up to 6.4% to end the quarter, reversing the modest easing to start the year.
RMBS credit spreads weretightened mixed induring the firstsecond quarterquarter, ofbringing 2026.spreads Senioroverall andtighter mezzanineyear-to-date. Non-QM spreads widenedfor by 10 to 20 basis points, while subordinateAAA tranches were asapproximately much as 25 to 5010 basis points widertighter owingwhile the remaining rated tranches were between 20 to the60 broaderbasis risk-offpoints sentimenttighter experienced at the end ofduring the quarter. Senior prime jumbo spreads were approximately 10 basis points tighter,tighter and other investment grade prime jumbo spreadstranches tightened roughly 1510 to 20 basis points,points. withInvestment thatgrade tightening mostly occurring at the start of the quarter. Closed-endclosed-end second lien spreads were a15 fewto 25 basis points tighter higher inthroughout the capital structure while mezzanine tranches were flat to a few basis points wider.structure.
During the first quarter, primaryPrimary RMBS market activity roseslightly declined in the second quarter to $63$60 billion, a 10%5% increasequarterly fromdecline prior quarter andhowever, a robust 39%16% annual increase. BasedThe run rate based on the pace of activityissuance induring the first quarter,half of the year would bring annual issuance wouldto approximateapproximately $250 billion,billion exceedingwhich thewould exceed $210 billion issuedin 2025. Issuance during the first six months of the year has already exceeded annual issuance in 2025,2020 and representingis closing in on 2022, with the largestprior most active post-GFC vintage.issuance vintage being 2021 which totaled $219 billion. For the firstsecond quarter, the most active sector wascontinues to be Non-QM at $28 billion, followed by Home Equity LoansPrime/Agency-Eligible at $14 billion and Prime/Agency-EligibleHome Equity at $12$8 billion. In addition, thisThis quarter’s annual growth was largely driven by Non-QM, aan riseincrease of $13approximately $10 billion, and Home EquityEquity, Loans,an a riseincrease of approximately $8$3.5 billion. Non-QM comprised the bulk of the firstsecond quarter’s activity at 45%47% with Prime/Agency-Eligible and Home Equity Loans and Prime/Agency-Eligible following at 22%24% and 19%,13%, respectively. ResidentialSecuritizations of Re-performing loans and Non-performing loans were each 4% of the second quarter’s issuance and other sectors such as residential transition loans, also known as fix-and-flip loans, comprised 3% of total issuance and CRTsingle-family was approximately 4%. Other sectors such as Single-Family Rental and Re/Non-performing loansrental comprised the balance.
The S&P Cotality Case-Shiller U.S. National Home Price Index was 0.9%0.8% higher year-over-year in JanuaryApril 2026, the latest data available,available. aboutThe 1.5%Index lowerestablished thana new peak that just eclipsed the peakprevious establishedset in June 2025. Regional price variations continued to exist, and on an annual basis, metros in the Northeast and Midwest continued to lead gains while regions in the Southeast, Texas and the Mountain West have been weaker. New York CityChicago area home prices led annual gains,gains risingat by5.8%. 4.9%New fromYork JanuaryCity 2025followed toat January5% 2026,with Cleveland and Chicago followed nearby at 4.6%. Detroit roseeach higher by 4.1% and ClevelandBoston 3.6%rising over the period.2.9%. On the other hand, regions in California were mixed.mixed, Southernwith CaliforniaLos metrosAngeles were a little higher whileand San Francisco fellincreasing annually by 4010 basis points.points and 30 basis points, respectively, and San Diego declining 60 basis points compared to April 2025. Denver was lower by 2% and Dallas fell by 1.5%.1.3% and 1.5%, respectively. In the Southeast, Atlanta slightlyfell declined10 basis points while Miami decreased by 90 basis points, and Tampa waswere 2.5%1.1% lowerand 4.2% lower, respectively, compared to year-ago readings. Home price growth and available for-sale inventory have had a relatively strong inverse relationship as regions with inventory growth usingsince baseline 2019 as a baseline, have had weaker home price gains, and vice versa.
Prevailing mortgage rates spent most of the quarter in the 6% to 6.15% area before rising in the latter part of March and continued to rise in April, accordingAccording to the Freddie Mac Primary Mortgage Market Survey.Survey, Mortgageprevailing mortgage rates increased from the low-to-mid 6% range in April haveto reverted6.5% by quarter end, and arecontinued moreto in-linetrend withupward Septemberthrough 2025July levels.2026, reaching 6.6%. Conforming mortgageand jumbo loan interest rate locks have mirrored the Freddie MacMac’s survey rate, though jumbo locks have held higher than conforming and were as high as 6.8% in themid-July very low 6% area until rising to approximately 6.4% at the end of the first quarter and into the start of April.2026. The riseincrease in the mortgage rate on outstanding mortgage debt continued to deceleratestabilize, with that rate increasingrising just another 4 basis points to 4.24%4.28% as of the fourthfirst quarter of 2025,2026, the latest data available, roughly 200225 to 225235 basis points lower than prevailing mortgage rates. This rate is overalmost 110100 basis points higher than itsthe low of 3.31% in the first quarter of 2022. While this suggests some thawing of the mortgage lock-in effect, or disincentive for existing homeowners to sell their homes because their current mortgage rate is well below current market rates, this rate ishas upincreased only 2125 basis points from the start of the 2025, showing the stickiness of low-rate borrowers staying in place and reduced housing activity.
Total existing home inventory increasedwas slightlyrelatively steady in Marchthe 2026second quarter, seasonally rising from 1.5 million in April to 1.361.56 million,million in June, the latest data available, roughly in-line with year-ago levels. Existing home inventory in 20252026 ranhas been slightly higher than 2025. While running at the highest levels since 2020, averaging 1.3 to 1.51.6 million for most of thethis year and last year, however these levels hardly breach the typical inventory levels of 1.5 to 2 million units that prevailed from 2016 to 2019 and well below the range of 1.7 to 2.5 million units from 2000 to 2004, periods with a smaller count of U.S. households. When evaluating new listings, which are a timelier barometer of home sale activity, 944only thousand2.3 million new listings came to market in the first quarterhalf of 2026, in line with activity in the firstsecond quarterhalf of 2024,2024 howeverand 6% below year-ago levels.2025. By comparison, new listings in the first quarterhalf averaged aboutnearly 1.23 million overunits during 2015 tothrough 2022. Over the previous three years, this reduced level of activity produced an annual shortage of over 1 million new listings compared to annual activity in 2015 tothrough 2019 as well as the pandemic-affected periods of 2020 tothrough 2022, underscoring the limited supply theme.
Presentation of investment, financing and hedging activities
In the "Investment activities," "Financing activities," "Hedging activities," and "Liquidity and capital resources" sections of this Item 2, we present information on our investment portfolio and the related financing arrangements inclusive of unconsolidated ownership interests in affiliates that are accounted for under GAAP using the equity method. Our investment portfolio excludes our investment in Arc Home.
Our investment portfolio and the related financing arrangements are presented along with a reconciliation to GAAP. This presentation of our investment portfolio is consistent with how our management team evaluates the business, and we believe this presentation, when considered with the GAAP presentation, provides supplemental information useful for investors in evaluating our investment portfolio and financial condition. See Note 10 to the "Notes to Consolidated Financial Statements (unaudited)" for a discussion of investments in debt and equity of affiliates. See below for further terms used when describing our investment portfolio.
•Our "Investment portfolio" includes our Residential Investments, Agency RMBS, inclusive of TBAs, and Legacy WMC Commercial Investments.
•Our "Residential Investments" refer to our residential mortgage loans and Non-Agency RMBS.
◦"Residential mortgage loans" or "Loans" refer to our Non-Agency Loans, Agency-Eligible Loans, Home Equity Loans, and Re/Non-Performing Loans (exclusive of retained tranches from unconsolidated securitizations).
◦"Non-Agency RMBS" refer to the retained tranches from unconsolidated securitizations of Non-QM Loans, Agency-Eligible Loans, Home Equity Loans, Prime Jumbo Loans, and Re/Non-Performing Loans issued either under the Gold Creek Asset Trust ("GCAT") shelf or from third-parties.
•"Real estate securities" refers to our Non-Agency RMBS and Agency RMBS, inclusive of TBAs, as well as Legacy WMC CMBS that were acquired in the WMC acquisition.
•Our "Legacy WMC Commercial Investments" refer to the commercial loans and CMBS that we acquired in the WMC acquisition. We expect to either hold the Legacy WMC Commercial Investments until maturity or opportunistically exit these investments.
•Our "GAAP Residential Investments" refer to our Residential Investments excluding investments held within affiliated entities.
•Our "GAAP Investment portfolio" includes our GAAP Residential Investments, Agency RMBS, and Legacy WMC Commercial Investments.
For a reconciliation of our Investment portfolio to our GAAP Investment portfolio, see the Investment Portfolio section below.
Three Months Ended MarchJune 31,30, 2026 compared to the Three Months Ended MarchJune 31,30, 2025
The table below presents certain information from our consolidated statements of operations for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands).
Interest income is calculated using the effective interest method for our GAAP investment portfolio.
Interest income increased from the three months ended MarchJune 31,30, 2025 to the three months ended MarchJune 31,30, 2026 primarily due to a higher weighted average amortized cost of our GAAP investment portfolio as a result of purchases of residential mortgage loans and Non-Agency RMBS. The following table presents a summary of the weighted average amortized cost of and the weighted average yield on our GAAP investment portfolio ($ in millions).
Interest expense is inclusive of our financing cost related to our financing arrangements on our GAAP investment portfolio, securitized debt, and Senior Unsecured Notes.
Interest expense increased from the three months ended MarchJune 31,30, 2025 to the three months ended MarchJune 31,30, 2026 due to a higher weighted average GAAP financing balance outstanding resulting primarily from the issuance of securitized debt during the period. Additionally, there was an increase in the weighted average financing rate. The following table presents a summary of the weighted average financing balance and the weighted average financing rate on our GAAP investment portfolio ($ in millions).
We recorded income on the net interest component of interest rate swaps during the three months ended MarchJune 31,30, 2026 and 2025 as a result of our swap portfolio being in a net receive position during each of the entire periods. The decrease in income from the three months ended MarchJune 31,30, 2025 to the three months ended MarchJune 31,30, 2026 was the result of a decrease in the weighted average receive rate. The following table presents a summary of the weighted average notional value and the weighted average (pay)/receive rate on our interest rate swap portfolio for the three months ended MarchJune 31,30, 2026 and 2025 ($ in millions).
The following table presents a summary of Net realized gain/(loss) for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands). See Note 3, Note 4, and Note 7 to the “Notes to Consolidated Financial Statements (unaudited)” for additional information on realized gains/(losses).
The following table presents a summary of Net unrealized gain/(loss) for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands).
Non-investment related expenses
The following table presents a summary of our non-investment related expenses for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands).
(2)We did not recognize any excise tax during the three months ended June 30, 2026. Estimated excise tax expense of $(46) thousand was recognized during the three months ended June 30, 2025, which included $0.1 million related to an excise tax refund.
Investment related expenses
The following table presents a summary of our investment related expenses for the three months ended MarchJune 31,30, 2026 and 2025 (in thousands). These expenses increased from the three months ended MarchJune 31,30, 2025 to the three months ended MarchJune 31,30, 2026 primarily due to an increase in our GAAP residential mortgage loan portfolio.
Transaction related expenses generally includes expenses associated with purchasing and securitizing residential mortgage loans. However, duringDuring the three months ended MarchJune 31,30, 2026, the expenses primarily consisted of $0.2 millionwere related to legacypurchases WMCof commercialresidential loanmortgage expenses and $0.2 million related to expenses associated with our “at-the-market” equity offering program.loans. During the three months ended MarchJune 31,30, 2025, the expenses were primarily related to the execution of one rated securitization.
(4)As of MarchJune 31,30, 2026, the fair value of our investment in Arc Home was calculated using a valuation multiple of 1.05x of book valuevalue, which increasedwas fromconsistent 1.025xwith ofthe bookvaluation valuemultiple as of December 31, 2025. As of March 31, 2026. We recognized an unrealized loss related to our investment in AG Arc during the three months ended June 30, 2026 as a result of a distribution received from AG Arc of $6.6 million. As of June 30, 2025, the fair value of our investment in Arc Home was calculated using a valuation multiple of 1.00x of book valuevalue, which increasedwas fromconsistent 0.95xwith ofthe bookvaluation valuemultiple as of DecemberMarch 31, 2024.2025.
Income tax expense
Income tax expense for the three months ended June 30, 2026 relates to taxable income recognized on investments in residential mortgage loans held within our taxable REIT subsidiary. During the three months ended June 30, 2025, income tax expense represented minimum state and local tax filing fees.
MITT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-04-29 | Hurley Dianne |
Grant/award | 12,979 | — | — |
| 2026-04-29 | Hess Debra Ann |
Grant/award | 16,931 | — | — |
| 2026-04-29 | Jozoff Matthew |
Grant/award | 12,979 | — | — |
| 2026-04-29 | Mitchell M Christian |
Grant/award | 12,979 | — | — |
Well-known investors holding MITT (13F)
None of the 59 investors we track reported a position in their latest 13F.