UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of December 31, 2025, the registrant had
Auditor name:
Form type: 10-K
Period end: 2025-12-31
TPG Mortgage Investment Trust, Inc. is a public reporting company classified under Real Estate Investment Trusts. As an externally managed company, we rely on our Manager and its affiliates' information systems in connection with our day-to-day operations, and we also rely on the processes for assessing, identifying, and managing material risks from cybersecurity threats undertaken by TPG. Our principal investment strategy, target asset classes, and the markets in which we operate are described as follows: [COMPLETE: description of principal products, services, target assets, markets, and investment strategy]. Our Manager is compensated for its services under a management agreement, and management fees for the year were $9,266,000, compared with $7,533,000 in the prior year.
Our operating results are driven primarily by the interest we earn on our portfolio relative to the cost of the financing we use to fund it. Interest income for the year was $480,330,000, compared with $408,495,000 in the prior year, an increase of 17.6%, while interest expense was $403,797,000, compared with $342,603,000 in the prior year, an increase of 17.9%. Net income for the year was $48,668,000. We finance our portfolio principally through secured borrowings, and collateralized financings, net, totaled $7,177,923,000 at year end, compared with $5,491,967,000 at the end of the prior year, an increase of 30.7%. Unsecured and other notes, net, totaled $96,458,000 at year end, and total equity was $560,734,000, including preferred stock of $220,472,000. At year end we held cash and cash equivalents of $57,832,000 and restricted cash and equivalents of $18,489,000.
Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and we do not have material foreign currency or commodity price exposure. Our Board of Directors, including the Audit Committee, is briefed on our Manager's information security program and cybersecurity risks at least once each year and as needed in connection with any potentially material cybersecurity incidents. We are involved in legal proceedings arising in the ordinary course of business from time to time, and management does not currently believe any pending matter is material to the financial statements. Information regarding our competition, regulatory environment, REIT qualification requirements, and human capital is as follows: [COMPLETE: competition, regulation, REIT qualification, and human capital disclosures].
Our business is substantially dependent on leverage, and our indebtedness exposes us to significant financing and liquidity risks. We rely substantially on leverage to finance our investments, and our indebtedness is significant relative to our equity. Our debt at period end consisted of collateralized financings, net of $7,177,923,000 and unsecured and other notes, net of $96,458,000, with collateralized financings, net having increased 30.7% from $5,491,967,000 in the prior period and unsecured and other notes, net having increased 0.8% from $95,721,000. Total liabilities were $8,150,796,000 against total equity of $560,734,000, and we reported a 14.4x GAAP Leverage Ratio and 1.6x Economic Leverage Ratio. Our lenders may reduce advance rates, decline to renew financing, or require additional collateral, and any such action could force us to sell assets at unfavorable prices. Any such forced sales, or an inability to refinance our collateralized financings on acceptable terms, could adversely affect our results of operations, book value and ability to make distributions to our stockholders.
Changes in interest rates could reduce our net interest income and adversely affect our liquidity. Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and the cost of our borrowings is sensitive to changes in prevailing rates. During the period, interest income increased 17.6% to $480,330,000 from $408,495,000, while interest expense increased 17.9% to $403,797,000 from $342,603,000, and there can be no assurance that increases in our financing costs will continue to be offset by growth in the income earned on our investments. We generated revenue of $480,330,000 and net income of $48,668,000 for the period ended December 31, 2025, and we carried an accumulated deficit of $500,456,000 at period end. Our cash and cash equivalents declined 51.3% to $57,832,000 from $118,662,000, and restricted cash and equivalents declined 7.1% to $18,489,000 from $19,906,000, which reduces the cushion available to us to meet margin calls, fund distributions or respond to adverse market developments. Distributions payable increased 29.6% to $7,301,000 from $5,632,000, and our ability to sustain distributions at current levels depends on our continued generation of sufficient earnings and liquidity. We do not have material foreign currency or commodity price exposure.
We are also subject to operational, legal and regulatory risks that could adversely affect our business. We are a public reporting company classified under Real Estate Investment Trusts, and our failure to maintain our qualification as a REIT or to comply with applicable regulatory requirements could have material adverse consequences. [COMPLETE: description of REIT qualification requirements, distribution requirements and consequences of failure to qualify]. We are involved in legal proceedings arising in the ordinary course of business from time to time, and management does not currently believe any pending matter is material to the financial statements; however, the outcome of litigation is inherently uncertain and adverse determinations could result in costs or liabilities that exceed our expectations. Statements regarding our cybersecurity program and the potential effects of cybersecurity threats are based upon information presently available to our management and are inherently subjective, uncertain and subject to change, and a successful cyberattack or other disruption of our information systems or those of our external manager or service providers could impair our operations and harm our reputation. Management fees increased 23.0% to $9,266,000 from $7,533,000, and we depend on the continued performance of our external manager and its key personnel. [COMPLETE: description of the management agreement, conflicts of interest with the external manager and risks of termination]. Although management evaluated our disclosure controls and procedures as of the end of the period and concluded they were effective at the reasonable assurance level, and no changes materially affected internal control over financial reporting during the quarter, controls provide only reasonable assurance and may not prevent or detect all errors or misstatements in the future.
TPG Mortgage Investment Trust, Inc. is a public reporting company classified under Real Estate Investment Trusts. Net income for the year was $48,668,000, or $0.90 per basic share, based on weighted-average basic shares outstanding of 30,542,000. Interest income, our principal source of revenue, increased 17.6% to $480,330,000 from $408,495,000 in the prior year, reflecting the expansion of our interest-earning asset base, as other assets increased 27.4% to $8,526,008,000 from $6,693,270,000, investments at fair value increased 30.9% to $61,333,000 from $46,841,000, and interest receivable increased 37.0% to $47,868,000 from $34,930,000. Interest expense increased 17.9% to $403,797,000 from $342,603,000, driven principally by growth in collateralized financings, which increased 30.7% to $7,177,923,000 from $5,491,967,000, while unsecured and other notes were largely unchanged at $96,458,000 compared to $95,721,000. As a result, net interest income increased to $76,533,000 from $65,892,000.
Management fees increased 23.0% to $9,266,000 from $7,533,000, consistent with the growth in our asset base, and other expenses increased 6.2% to $6,359,000 from $5,989,000. Other income, net, contributed $13,217,000 for the year compared to $21,655,000 in the prior year, a decrease of 39.0%, and other income statement items increased 35.2% to $24,569,000 from $18,176,000. Income tax expense increased to $888,000 from $112,000, consisting of $559,000 of federal tax and $329,000 of state and local tax, for an effective tax rate of 1.8%. We maintain a full valuation allowance of $28,537,000 against our gross deferred tax assets, compared to $34,737,000 in the prior year, resulting in a net deferred tax position of zero in both periods.
Cash and cash equivalents decreased 51.3% to $57,832,000 at December 31, 2025 from $118,662,000 at the end of the prior year, and restricted cash and equivalents decreased 7.1% to $18,489,000 from $19,906,000. Our primary sources of financing are collateralized financings, which increased 30.7% to $7,177,923,000 from $5,491,967,000, and unsecured and other notes, which totaled $96,458,000 compared to $95,721,000, and total liabilities were $8,150,796,000 at year end while total equity was $560,734,000. Other liabilities increased 11.9% to $869,114,000 from $776,866,000, and distributions payable increased 29.6% to $7,301,000 from $5,632,000. Stockholders' equity reflected additional paid-in capital of $840,401,000, up 1.9% from $824,380,000, preferred stock unchanged at $220,472,000, and an accumulated deficit of $500,456,000 compared to $501,725,000 in the prior year. We believe that [COMPLETE: management's assessment of whether cash, cash equivalents, and available financing are sufficient to meet our liquidity requirements for at least the next twelve months].
Our primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and we do not have material foreign currency or commodity price exposure. Derivative assets were $5,395,000 at year end compared to $11,618,000 in the prior year, and the gross fair value of derivative liabilities was $1,169,000 compared to $374,000. We are involved in legal proceedings arising in the ordinary course of business from time to time, and management does not currently believe any pending matter is material to the financial statements. The forward-looking statements in this discussion are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied.
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |
|---|---|---|
| Interest income | 480,330,000 | 408,495,000 |
| Total interest income | ||
| Interest expense, operating | ||
| Management fees | ||
| Other expenses | 6,359,000 | 5,989,000 |
| Other income statement items (derived) | ||
| Total operating expenses | ||
| Operating income | ||
| Other income (expense) | ||
| Other income (expense), net | - | - |
| Income before income taxes | ||
| Income tax expense (benefit) | ||
| Net Income | ||
| Less: preferred stock dividends | -21,242,000 | -19,353,000 |
| Net income (loss) available to common stockholders | ||
| Basic earnings per share | ||
| Diluted earnings per share | ||
| Weighted average shares outstanding, basic | ||
| Weighted average shares outstanding, diluted | ||
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Assets | ||
| Cash and cash equivalents | ||
| Interest receivable | ||
| Investments at fair value | ||
| Other assets (derived) | ||
| Restricted cash and equivalents | 18,489,000 | 19,906,000 |
| Total Assets | ||
| Liabilities | ||
| Collateralized financings, net | ||
| Distributions payable | ||
| Other liabilities (derived) | ||
| Unsecured and other notes, net | ||
| Total Liabilities | ||
| Equity | ||
| Additional paid-in capital | ||
| Common stock | ||
| Common stock, par value per share | ||
| Common stock, shares authorized | ||
| Common stock, shares issued | ||
| Common stock, shares outstanding | ||
| Preferred stock | ||
| Preferred stock, par value per share | ||
| Preferred stock, shares authorized | ||
| Preferred stock, shares outstanding | ||
| Retained earnings (accumulated deficit) | - | - |
| Total Equity | ||
| Total liabilities and equity | ||
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |
|---|---|---|
| Operating activities | ||
| Net income | ||
| Stock-based compensation | ||
| Changes in operating assets and liabilities, net | - | |
| Net cash from operating activities | ||
| Investing activities | ||
| Payments for (proceeds from) other investing activities | ||
| Other investing activities (derived) | - | - |
| Net cash from investing activities | - | - |
| Financing activities | ||
| Dividends paid | - | - |
| Preferred stock dividends paid | - | - |
| Other financing activities (derived) | ||
| Repurchases of common stock | ||
| Net cash from financing activities | ||
| Net change in cash | - | |
| Cash at beginning of period | 125,573,000 | |
| Cash at end of period | 138,568,000 | |
| Supplemental cash flow information | ||
| Cash paid for interest | ||
| Cash paid for income taxes | ||
| Preferred stock | Common stock | Additional paid-in capital | Retained earnings (accumulated deficit) | Total | |
|---|---|---|---|---|---|
| Balance at beginning of prior year | 220,472,000 | 294,000 | 823,715,000 | -516,113,000 | 528,368,000 |
| Net income | |||||
| Other equity movements | 0 | 2,000 | 665,000 | -41,349,000 | -40,682,000 |
| Balance at December 31, 2024 | - | ||||
| Net income | |||||
| Other equity movements | 0 | 21,000 | 16,021,000 | -47,399,000 | -31,357,000 |
| Balance at December 31, 2025 | - |
TPG Mortgage Investment Trust, Inc. (the "Company") is a public reporting company classified under Real Estate Investment Trusts, and its day-to-day duties and obligations under the management agreement are the responsibility of TPG Angelo Gordon, an affiliate of TPG, a leading global alternative asset management firm. The accompanying condensed financial statements as of and for the period ended December 31, 2025 are unaudited, have been prepared from the Company's connected books and records, and, in the opinion of management, reflect all adjustments necessary for a fair presentation; results for the interim period are not necessarily indicative of results to be expected for a full year. Cash and cash equivalents totaled $57,832,000 compared with $118,662,000 in the prior period, a decrease of 51.3%, while restricted cash and equivalents were $18,489,000 compared with $19,906,000. Income tax expense for the period was $888,000, consisting of $559,000 of federal and $329,000 of state and local taxes, representing an effective tax rate of 1.8%, and the Company maintained a full valuation allowance of $28,537,000 against its gross deferred tax assets, resulting in a net deferred tax position of zero.
The Company's revenue consists of interest income, which totaled $480,330,000 for the period compared with $408,495,000 in the prior period, an increase of 17.6%. Interest expense increased 17.9% to $403,797,000 from $342,603,000, resulting in net interest income of $76,533,000. Other income, net contributed $13,217,000 for the period compared with $21,655,000 in the prior period, while management fees increased 23.0% to $9,266,000 from $7,533,000 and other expenses increased 6.2% to $6,359,000 from $5,989,000. Net income for the period was $48,668,000. Basic earnings per share are computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding during the period, and basic and diluted earnings per share were each $0.90, based on 30,542,000 weighted-average basic shares outstanding and a dilutive adjustment of 20,000 shares.
Collateralized financings, net were $7,177,923,000 at period end compared with $5,491,967,000 in the prior period, an increase of 30.7%, and unsecured and other notes, net were $96,458,000 compared with $95,721,000, an increase of 0.8%. Other liabilities totaled $869,114,000 compared with $776,866,000, an increase of 11.9%, and distributions payable were $7,301,000 compared with $5,632,000, an increase of 29.6%. Total liabilities were $8,150,796,000 at period end. The Company's GAAP leverage ratio was 14.4x and its economic leverage ratio was 1.6x. Derivative assets were $5,395,000 and derivative liabilities had a gross fair value of $1,169,000 at period end. The Company's primary market risk exposure is interest rate risk on cash, cash equivalents, and short-term investments, and it does not have material foreign currency or commodity price exposure.
Stockholders' equity at period end consisted of preferred stock of $220,472,000, common stock of $317,000, additional paid-in capital of $840,401,000, and an accumulated deficit of $500,456,000, for total equity of $560,734,000. Additional paid-in capital increased 1.9% from $824,380,000 and common stock increased 7.1% from $296,000, while preferred stock was unchanged and the accumulated deficit improved from $501,725,000. Total stockholders' equity was $543,423,000 at December 31, 2024 and $560,734,000 at December 31, 2025. Book value per share was $10.48, and the Company declared dividends of $0.85 per common share during the year, an increase of 13.3% from $0.75 per common share declared during 2024.
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the applicable rules and regulations of the Securities and Exchange Commission. In the opinion of management, the financial statements reflect all adjustments necessary for a fair statement of the financial position, results of operations, and cash flows for the periods presented.
The financial statements include the accounts of the Company and its consolidated subsidiaries, if any. All intercompany balances and transactions have been eliminated in consolidation.
Debt is carried at amortized cost. Debt issuance costs and discounts or premiums are presented as an adjustment to the carrying amount of the related debt and amortized to interest expense over the contractual term of the debt.
Derivative instruments are recognized as assets or liabilities on the balance sheet and measured at fair value. Changes in the fair value of derivatives are recognized in earnings unless the derivative is designated and qualifies as a hedging instrument, in which case recognition follows the applicable hedge accounting model.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is recognized when it is more likely than not that some portion of the deferred tax assets will not be realized.
Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock, except when the effect would be antidilutive.
Equity instruments issued by the Company are classified in stockholders' equity based on their terms. The components of stockholders' equity and the changes in those components for the periods presented are set forth in the equity note.
The Company evaluates the applicability and impact of Accounting Standards Updates issued by the Financial Accounting Standards Board as they are issued. Adopted updates and updates not yet effective are not expected to have a material effect on the financial statements, except as otherwise described in these notes.
| Current | Prior | |
|---|---|---|
| Collateralized financings, net | ||
| Unsecured and other notes, net | ||
| Total debt | 7,274,381,000 | 5,587,688,000 |
| Current | Prior | |
|---|---|---|
| Additional paid-in capital | ||
| Common stock | ||
| Preferred stock | ||
| Retained earnings (accumulated deficit) | - | - |
| Total stockholders' equity | 560,734,000 | 543,423,000 |
| Current | Prior | |
|---|---|---|
| Net income available to common stockholders | ||
| Weighted average shares outstanding, basic | ||
| Dilutive effect of potential common shares | ||
| Weighted average shares outstanding, diluted | ||
| Basic earnings per share | 0.90 | 1.23 |
| Diluted earnings per share |
| Amount | |
|---|---|
| Tax at federal statutory rate | |
| Federal statutory rate | |
| State and local taxes | |
| State and local rate | |
| Valuation allowance change | ( |
| Valuation allowance change rate | ( |
| Nondeductible expense | |
| Nondeductible expense rate | |
| Tax-exempt income | |
| Tax-exempt income rate | |
| Effective tax rate |
| Current | Prior | |
|---|---|---|
| Deferred tax assets, gross | ||
| Operating loss carryforwards | ||
| Valuation allowance | ||
| Capital loss carryforwards | ||
| Net deferred tax position |
| Current | Prior | |
|---|---|---|
| Penalties and interest expense (benefit) |
| Current | Prior | |
|---|---|---|
| Federal | ||
| State and local | ||
| Total income tax expense (benefit) | 888,000 | 112,000 |
| Current | Prior | |
|---|---|---|
| Interest income (expense), net |
| Current | Prior | |
|---|---|---|
| Derivative assets | ||
| Derivative liabilities, gross fair value | ||
| Derivative liabilities |
| Balance sheet captions for these amounts are not separately disclosed: |
Management evaluated disclosure controls and procedures as of the end of the period and concluded they were effective at the reasonable assurance level. Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. We have no employees of our own and depend on personnel of our Manager, and our disclosure controls and procedures accordingly operate through personnel and systems of our Manager, including [COMPLETE: description of the roles of the Manager's principal executive and principal financial officers in the evaluation]. [COMPLETE: management's conclusion language above is a draft and must be reviewed and adopted by management, including the principal executive officer and principal financial officer, before filing].
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on [COMPLETE: identification of the framework used, such as the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission], and concluded that [COMPLETE: management's conclusion regarding the effectiveness of internal control over financial reporting as of December 31, 2025]. [COMPLETE: statement regarding the attestation report of the Company's independent registered public accounting firm on internal control over financial reporting, or statement that such a report is not required].
No changes materially affected internal control over financial reporting during the quarter. Accordingly, there was no change in our internal control over financial reporting during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements, and projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.
TPG Mortgage Investment Trust, Inc. is a public reporting company classified under Real Estate Investment Trusts, and we rely on information technology systems, including systems maintained by third-party service providers, in the conduct of our business. Our cybersecurity risk management program is designed to identify, assess, and manage material risks from cybersecurity threats and is [COMPLETE: description of how the cybersecurity program is integrated into the company's overall enterprise risk management framework]. Key components of the program include [COMPLETE: description of risk assessment processes, technical safeguards, monitoring and detection capabilities, incident response and recovery planning, and employee training]. We engage [COMPLETE: description of assessors, consultants, auditors, or other third parties engaged in connection with cybersecurity risk assessment, testing, or program evaluation], and we maintain processes to oversee and identify cybersecurity risks associated with our use of third-party service providers, including [COMPLETE: description of third-party risk management processes]. Management recognizes that any system of controls, however well designed and operated, can provide only reasonable, not absolute, assurance that its objectives are met, and that control systems are subject to inherent limitations, including the possibility of human error and the circumvention or overriding of controls.
Our Board of Directors oversees our management of risk, including risks from cybersecurity threats, and has delegated primary oversight responsibility for cybersecurity matters to [COMPLETE: name of board committee responsible for cybersecurity oversight, or statement that the full Board retains this responsibility]. [COMPLETE: description of the frequency and nature of reporting to the Board or committee regarding cybersecurity risks, incidents, and program developments]. At the management level, [COMPLETE: title(s) of the management position(s) or committee(s) responsible for assessing and managing cybersecurity risk, together with a description of their relevant expertise]. These individuals are responsible for [COMPLETE: description of management's processes for prevention, detection, mitigation, and remediation of cybersecurity incidents, and for escalating material incidents to the Board or committee]. Management evaluated disclosure controls and procedures as of the end of the period and concluded they were effective at the reasonable assurance level.
[COMPLETE: statement regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the company, its business strategy, results of operations, or financial condition]. Although we have not experienced [COMPLETE: confirmation of the absence or description of prior cybersecurity incidents deemed material], we cannot provide assurance that we will not be subject to cybersecurity incidents in the future that could have a material adverse effect on us. For additional information regarding the risks we face from cybersecurity threats, see Item 1A, Risk Factors. No changes materially affected internal control over financial reporting during the quarter.
The Item 408(a) Rule 10b5-1 trading arrangement disclosure renders here from the guided trading arrangement intake on this page. Complete the intake to state whether any director or officer adopted or terminated a trading arrangement during the fourth fiscal quarter. Author any other Item 9B disclosure in this section as well.
The following information is provided as of December 31, 2025 with respect to the directors and executive officers of TPG Mortgage Investment Trust, Inc. Our Board of Directors consists of Mitchell M. Christian, Dianne Hurley, Debra Ann Hess, Matthew Jozoff, Lisa G. Quateman, Peter Linneman and Thomas Durkin, and Mr. Durkin also serves as our Chief Executive Officer and President. Our other executive officers are Anthony William Rossiello, who serves as Chief Financial Officer and Treasurer, and Jenny B. Neslin, who serves as General Counsel and Secretary. Biographical information for each director and executive officer, including age, business experience during the past five years and the specific experience, qualifications, attributes or skills that led the Board to conclude that each director should serve, is set forth under [COMPLETE: director and executive officer biographies from D&O questionnaire responses]. Information regarding our audit committee, the identity of our audit committee financial expert, our code of ethics and any material changes to the procedures by which stockholders may recommend nominees to the Board is set forth under [COMPLETE: audit committee composition, audit committee financial expert designation, code of ethics location and nominating procedures].
Based on a review of the reports filed under Section 16(a) of the Exchange Act and written representations from our directors and executive officers, we have identified no late or unfiled Section 16(a) reports for the fiscal year ended December 31, 2025. [COMPLETE: counsel confirmation of Form 3 timeliness for insiders for whom a became-insider date has not been recorded.] We have adopted a compensation recovery policy that complies with the applicable exchange listing standards, and that policy is filed as Exhibit 97 to this Annual Report on Form 10-K.
The information required by Item 11 concerning the compensation of our named executive officers and directors, including the Summary Compensation Table, outstanding equity awards, director compensation, compensation committee interlocks and insider participation, and pay versus performance disclosure, is set forth under [COMPLETE: executive and director compensation disclosure, including all dollar amounts and award data]. The information required by Item 12 concerning the beneficial ownership of our common stock by each person known to us to own more than five percent of our outstanding shares, by each director and named executive officer, and by all directors and executive officers as a group, together with information regarding securities authorized for issuance under our equity compensation plans, is set forth under [COMPLETE: security ownership table with share counts and percentages, and equity compensation plan information table].
The information required by Item 13 concerning transactions with related persons, our policies and procedures for the review, approval or ratification of such transactions, and the independence of our directors under the applicable listing standards is set forth under [COMPLETE: related-party transactions and director independence determinations]. The information required by Item 14 concerning the fees billed by our principal accountant for audit, audit-related, tax and all other services for the fiscal years ended December 31, 2025 and 2024, and the audit committee's pre-approval policies and procedures, is set forth under [COMPLETE: principal accountant name, fee amounts by category for each year, and pre-approval policy description]. Except as expressly set forth in this Part III, the information required by Items 10 through 14 is incorporated by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of our fiscal year.