S-4 S-4 EX-FILING FEES 0001514281 TPG Mortgage Investment Trust, Inc. N/A N/A 0001514281 2026-09-14 2026-09-14 0001514281 1 2026-09-14 2026-09-14 0001514281 2 2026-09-14 2026-09-14 0001514281 3 2026-09-14 2026-09-14 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

TPG Mortgage Investment Trust, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock Other 11,608,162 $ 110,283,220.74 0.0001381 $ 15,230.11
Fees to be Paid 2 Equity 8.20% Series D Cumulative Redeemable Preferred Stock Other 2,781,635 $ 60,778,724.75 0.0001381 $ 8,393.54
Fees to be Paid 3 Equity Series E Floating Rate Cumulative Redeemable Preferred Stock Other 1,604,103 $ 38,322,020.67 0.0001381 $ 5,292.27
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 209,383,966.16

$ 28,915.92

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 28,915.92

Offering Note

1

Rule 457(f) Fee Calculation Details

The amount registered represents the estimated maximum number of shares of common stock, $0.01 par value per share, of TPG Mortgage Investment Trust, Inc. ("MITT" and such shares, the "MITT Common Stock") to be issuable upon the completion of the transactions described herein. The aggregate number of shares of MITT Common Stock being registered is based on (a) 37,898,014 shares of common stock, $0.01 par value per share, of Cherry Hill Mortgage Investment Corporation ("CHMI" and such shares, the "CHMI Common Stock") outstanding as of August 7, 2026, which includes 168,068 shares of CHMI Common Stock subject to outstanding CHMI restricted stock awards, 436,654 shares of CHMI Common Stock reserved for issuance subject to outstanding CHMI restricted stock units, 717,054 shares of CHMI Common Stock reserved for issuance subject to outstanding CHMI performance stock units (assuming maximum performance payout percentage), and 531,712 shares of CHMI Common Stock reserved for issuance subject to outstanding CHMI LTIP Units, and excludes 734,800 Canceled Shares, multiplied by (b) an exchange ratio of 0.3063 shares of MITT Common Stock for each share of CHMI Common Stock. The proposed maximum aggregate offering price is estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), and calculated pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and is based on the product of (x) $2.91 per share (the average of the high and low prices per share of CHMI Common Stock as reported on the New York Stock Exchange on September 10, 2026), multiplied by (y) 37,898,014, the estimated maximum number of shares of CHMI Common Stock that may be converted in the Company Merger described herein.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
37,898,014 $ 2.91 $ 110,283,220.74 $ 0.00 $ 0.00 $ 110,283,220.74

2

Rule 457(f) Fee Calculation Details

The number of shares of MITT 8.20% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share, (such shares, the "MITT Series D Preferred Stock") being registered is based upon the number of shares of CHMI 8.20% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (such shares, the "CHMI Series A Preferred Stock"), amounting to 2,781,635 issued and outstanding as of August 7, 2026, for which shares of MITT Series D Preferred Stock are to be exchanged on a one-to-one basis in connection with the Company Merger. The proposed maximum aggregate offering price is calculated pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices for shares of CHMI Series A Preferred Stock as reported on the New York Stock Exchange on September 10, 2026 ($21.85 per share), multiplied by the maximum number of shares of CHMI Series A Preferred Stock (2,781,635) that may be exchanged for shares of the MITT Series D Preferred Stock being registered.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
2,781,635 $ 21.85 $ 60,778,724.75 $ 0.00 $ 0.00 $ 60,778,724.75

3

Rule 457(f) Fee Calculation Details

The number of shares of MITT Series E Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, (such shares, the "MITT Series E Preferred Stock") being registered is based upon the number of shares of CHMI 8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (such shares, the "CHMI Series B Preferred Stock"), amounting to 1,604,103 issued and outstanding as of August 7, 2026, for which shares of MITT Series E Preferred Stock are to be exchanged on a one-to-one basis in connection with the Company Merger. The proposed maximum aggregate offering price is calculated pursuant to Rule 457(f)(1) and Rule 457(c) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee based on the average of the high and low prices for shares of CHMI Series B Preferred Stock as reported on the New York Stock Exchange on September 10, 2026 ($23.89 per share), multiplied by the maximum number of shares of CHMI Series B Preferred Stock (1,604,103) that may be exchanged for shares of the MITT Series E Preferred Stock being registered.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
1,604,103 $ 23.89 $ 38,322,020.67 $ 0.00 $ 0.00 $ 38,322,020.67

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date