[8-K] New York Mortgage Trust, Inc. Reports Material Event

Rhea-AI Filing Summary

New York Mortgage Trust, Inc. (NASDAQ: NYMT) filed an 8-K announcing the completion of a $90 million public offering of 9.875% Senior Notes due 2030 (the “Notes”). The size includes $5 million issued via partial exercise of the underwriters’ 30-day over-allotment option.

The Notes were priced at 100% of par and are senior unsecured obligations ranking pari-passu with NYMT’s existing unsecured notes (5.75% 2026, 9.125% 2029, 9.125% 2030). Interest is payable quarterly on 1 Jan/Apr/Jul/Oct, beginning 1 Oct 2025. The Notes mature on 1 Oct 2030 and are callable at par on or after 1 Oct 2027 with 30–60 days’ notice.

Underwriters include Morgan Stanley, KBW, Piper Sandler, RBC, UBS and Wells Fargo. NYMT provided customary representations, covenants, and indemnities. The instruments were issued under an existing Base Indenture (Jan 23 2017) and a new Fourth Supplemental Indenture (Jul 8 2025) with U.S. Bank Trust Company as trustee. Events of default are standard; upon default the principal plus accrued interest may be accelerated.

After underwriting discounts, commissions and estimated expenses, net proceeds are approximately $86.6 million. The company plans to deploy the cash for general corporate purposes, potentially including acquisition of mortgage-, housing-, and credit-related assets and working capital.

The offering enhances near-term liquidity and extends the debt maturity profile but increases interest expense given the high coupon rate. No earnings data or pro-forma leverage metrics were disclosed in the filing.

Positive

• $86.6 million net proceeds increase liquidity for asset purchases and working capital.
• Debt maturity extended to 2030, improving funding ladder versus 2026 notes.
• Optional call feature after Oct 2027 could allow refinancing at lower rates if market conditions improve.
• Issuance is senior unsecured, leaving assets unencumbered for future secured financing.

Negative

• High 9.875% coupon materially raises annual interest expense (~$8.9 million).
• Transaction increases overall leverage; no leverage metrics were provided to assess coverage.
• Partial exercise of over-allotment ($5 m of $12.75 m) may signal limited investor appetite.
• Notes are structurally subordinated to subsidiary liabilities, elevating recovery risk in distress.

Insights

Fixed-Income Analyst

TL;DR – NYMT raises $90 m in 9.875% 2030 notes, boosting liquidity but at high cost; leverage and interest burden rise.

The 9.875% coupon reflects NYMT’s non-investment-grade profile and the still-tight capital-market window for mortgage REITs. The unsecured nature preserves collateral flexibility, while the 2027 call provides optionality if rates fall. Net proceeds of $86.6 m strengthen liquidity for asset purchases, but interest expense will exceed $8.9 m annually, impacting future earnings unless reinvestment yields surpass the coupon. Ranking pari-passu with existing 9.125% notes modestly subordinates holders of lower-rate 2026 notes if assets are pledged in the interim. Overall impact is balanced: liquidity up, cost of capital up. I rate the event neutral.

REIT Equity Analyst

TL;DR – Deal enlarges funding pool for growth; high coupon dilutes future ROE.

Incremental capital positions NYMT to expand its targeted mortgage and credit portfolio amid spread opportunities, consistent with historical strategy. However, the nearly double-digit coupon surpasses the yield on many legacy assets, so incremental investments must clear a high hurdle to be accretive. The limited over-allotment take-up ($5 m of $12.75 m) hints at constrained demand. With no leverage or coverage ratios disclosed, investors cannot yet gauge pro-forma balance-sheet impact. In my view the announcement neither materially derisks nor significantly advances the equity story; hence neutral impact.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2025

NEW YORK MORTGAGE TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland		001-32216		47-0934168
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

90 Park Avenue

New York, New York 10016

(Address and zip code of principal executive offices)

(212) 792-0107

Registrant’s telephone number, including area code:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share		NYMT		NASDAQ Stock Market
8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference		NYMTN		NASDAQ Stock Market
7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference		NYMTM		NASDAQ Stock Market
6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference		NYMTL		NASDAQ Stock Market
7.000% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference		NYMTZ		NASDAQ Stock Market
9.125% Senior Notes due 2029		NYMTI		NASDAQ Stock Market
9.125% Senior Notes due 2030		NYMTG		NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (§230.405 of this chapter) or Rule 12b-2 under the Exchange Act (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On July 8, 2025, New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of $90 million aggregate principal amount of its 9.875% Senior Notes due 2030 (the “Notes”), which includes $5 million aggregate principal amount of the Notes issued and sold pursuant to the Underwriters’ (as defined below) partial exercise of their over-allotment option granted pursuant to the Underwriting Agreement (as defined below), in a public offering pursuant to the Company’s registration statement on Form S-3 (File No. 333-281046) (the “Registration Statement”) and a related prospectus, as supplemented by a preliminary prospectus supplement, dated June 30, 2025 and a final prospectus supplement dated June 30, 2025, each filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Underwriting Agreement the Company granted the Underwriters a 30-day option to purchase up to an additional $12.75 million aggregate principal amount of the Notes to cover over-allotments, which the Underwriters exercised in part on July 7, 2025.

The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of June 30, 2025, by and among the Company and Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named therein (collectively, the “Underwriters”), whereby the Company agreed to sell to the Underwriters and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, the Notes. The Company made certain customary representations, warranties and covenants concerning the Company and the Registration Statement in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.

The Notes were issued at 100% of the principal amount, bear interest at a rate equal to 9.875% per year, payable in cash quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2025, and are expected to mature October 1, 2030 (the “Maturity Date”), unless earlier redeemed. The Company may redeem the Notes in whole or in part at any time or from time to time at the Company’s option on or after October 1, 2027, upon not less than 30 days nor more than 60 days written notice to holders prior to the redemption date, at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as described in greater detail in the Indenture (as defined below).

The Notes were issued under the indenture, dated January 23, 2017 (the “Base Indenture”), as supplemented by the fourth supplemental indenture, dated July 8, 2025 (the “Fourth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee. The Notes are senior unsecured obligations of the Company that rank senior in right of payment to any future indebtedness of the Company that is expressly subordinated in right of payment to the Notes, equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated, including the Company’s 5.75% Senior Notes due 2026, 9.125% Senior Notes due 2029 and 9.125% Senior Notes due 2030, effectively subordinated in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) and (to the extent not held by the Company) preferred stock, if any, of the Company’s subsidiaries and of any entity the Company accounts for using the equity method of accounting.

The Indenture contains customary events of default. If there is an event of default under the Notes, the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any), may be declared immediately due and payable, subject to certain conditions set forth in the Indenture.

The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters’ discounts and commissions and estimated offering expenses, are expected to be approximately $86.6 million. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include, among other things, acquiring the Company’s targeted assets and various other types of mortgage-, residential housing- and credit-related assets that the Company may target from time to time and general working capital purposes.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. Copies of the Base Indenture, the Fourth Supplemental Indenture and the form of the Notes are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, the Base Indenture, the Fourth Supplemental Indenture and the form of the Notes. In connection with the registration of the Notes under the Securities Act, the legal opinions of Venable LLP and Vinson & Elkins L.L.P. relating to the legality of the Notes are attached as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
1.1		Underwriting Agreement, dated June 30, 2025, by and among the Company and Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named therein.
4.1		Indenture, dated January 23, 2017, between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (Incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, dated January 23, 2017).
4.2		Fourth Supplemental Indenture, dated July 8, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated herein by reference to Exhibit 4.14 to the Company’s Registration Statement on Form 8-A, dated July 8, 2025).
4.3		Form of 9.875% Senior Notes Due 2030 of the Company (Incorporated herein by reference to Exhibit 4.15 to the Company’s Registration Statement on Form 8-A, dated July 8, 2025).
5.1		Opinion of Venable LLP regarding the legality of the Notes.
5.2		Opinion of Vinson & Elkins L.L.P. regarding the legality of the Notes.
8.1		Opinion of Vinson & Elkins L.L.P. regarding certain tax matters.
23.1		Consent of Venable LLP (included in Exhibit 5.1 hereto).
23.2		Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.2 and 8.1 hereto).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NEW YORK MORTGAGE TRUST, INC.
	(Registrant)
	By:	/s/ Kristine R. Nario-Eng
	Name:	Kristine R. Nario-Eng
	Title:	Chief Financial Officer

Date: July 8, 2025

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FAQ

What did New York Mortgage Trust (NYMT) announce in the July 8 2025 8-K?

NYMT completed a $90 million public offering of 9.875% Senior Notes due 2030.

What interest rate and payment schedule apply to NYMT's new notes?

The notes carry a 9.875% fixed coupon paid in cash quarterly on Jan 1, Apr 1, Jul 1 and Oct 1, starting Oct 1 2025.

When can NYMT redeem the 9.875% notes?

The company may call the notes at par on or after Oct 1 2027 with 30–60 days’ notice.

How much cash will NYMT receive and how will it use it?

Net proceeds are ~$86.6 million, earmarked for general corporate purposes including acquiring mortgage and housing-related assets.

How do the new notes rank versus NYMT's existing debt?

They are senior unsecured, ranking equally with NYMT’s other unsecured notes and senior to any future subordinated debt.

Which banks underwrote the NYMT 2030 notes?

Morgan Stanley, KBW, Piper Sandler, RBC, UBS and Wells Fargo acted as joint underwriters.