| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
TPG Mortgage Investment Trust, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
245 Park Avenue, 26th Floor, New York,
NEW YORK
, 10167. |
Item 1 Comment:
This Amendment No. 1 (the "Amendment") amends and supplements the Schedule 13D filed by the Reporting Persons on August 8, 2025 (the "Original Schedule 13D" and, as amended and supplemented by this Amendment, the "Schedule 13D"), with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | This Amendment amends and restates the second paragraph of Item 2 of the Original Schedule 13D in its entirety as set forth below:
"TPG GP A exercises direct or indirect control over entities that collectively hold 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc., a Delaware corporation, which is the sole member of TPG GPCo, LLC, a Delaware limited liability company, which is the sole member of TPG Holdings II-A, LLC, a Delaware limited liability company, which is the general partner of TPG Operating Group II, L.P., a Delaware limited partnership, which is the sole member of AG GP LLC, a Delaware limited liability company, which is the general partner of Angelo, Gordon & Co., L.P., a Delaware limited partnership ("Angelo Gordon"), which (i) directly holds 288,290 shares of Common Stock and (ii) is the manager to certain managed accounts and investment fund vehicles (collectively, the "Accounts") that directly hold an aggregate of 1,170,643 shares of Common Stock." |
| Item 4. | Purpose of Transaction |
| | This Amendment amends and supplements Item 4 of the Original Schedule 13D by adding the following before the penultimate paragraph:
"On February 18, 2026, the Accounts sold an aggregate of 857,033 shares of Common Stock at a price of $8.24 per share pursuant to Rule 144 under the Securities Act of 1933, as amended (the "February 2026 Sale")." |
| Item 5. | Interest in Securities of the Issuer |
| (a) | This Amendment amends and restates the second paragraph of Item 5(a) of the Original Schedule 13D in its entirety as set forth below:
"The following sentence is based on a total of 31,744,449 shares of Common Stock outstanding as of November 5, 2025, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Commission on November 7, 2025. Pursuant to Rule 13d-3 under the Act, the Reporting Persons may be deemed to beneficially own 1,458,933 shares of Common Stock, which constitutes approximately 4.6% of the outstanding shares of Common Stock." |
| (e) | This Amendment amends and restates Item 5(e) of the Original Schedule 13D in its entirety as set forth below:
"As a result of the February 2026 Sale, on February 18, 2026 the Reporting Persons ceased to be the beneficial owner of more than five percent of the shares of Common Stock." |
