Cherry Hill Mortgage Investment Corporation (CHMI) Proxy filing summary

Executive summary

• Two-step merger: the operating partnership merges into its parent, followed by that entity merging into a wholly owned MITT subsidiary; closing expected in Q4 2026, subject to approvals and other conditions.

• Each common share receives 0.3063 MITT shares, $0.41 cash from MITT and $0.52 cash from MITT Manager; preferred shares convert 1:1 into new MITT Series D and E shares.

• Former holders of acquired common shares are expected to own 27% of post-merger common stock; existing MITT holders, 73%.

• Expected benefits include greater scale, liquidity and capital access, plus operating efficiencies; MITT cited potential 2027 earnings accretion, while noting integration and realization risks.

Voting matters and shareholder proposals

• Special meetings are set for Dec. 2, 2026: MITT at 10:00 a.m. ET and the other meeting virtually at 9:00 a.m. ET; both use an Oct. 2, 2026 record date.

• MITT holders vote on the share issuance and adjournment; approval of the issuance requires a majority of votes cast and is a closing condition.

• At the second meeting, holders vote on merger approval, advisory merger-related executive compensation and adjournment; merger approval requires a majority of outstanding shares, while the other votes are nonbinding or not closing conditions.

• Both boards unanimously recommend FOR all proposals; the merger-related compensation vote does not determine whether compensation is paid if the merger closes.

Board of directors and corporate governance

• Both boards unanimously found the transaction advisable, fair and in stockholders’ best interests; Piper Sandler and BTIG each delivered a financial fairness opinion to its respective board.

• MITT’s board will expand from six to eight at closing, with two current directors from the other board appointed and nominated at MITT’s next annual meeting; current MITT executives will continue.

• After closing, MITT remains externally managed by AG REIT Management; its amended agreement changes the incentive-fee calculation and makes the termination fee 3x average annual base and incentive fees over the prior 24 months.