New York Mortgage Trust takes full ownership of Constructive Loans JV

Rhea-AI Filing Summary

On 15 July 2025, New York Mortgage Trust, Inc. (NASDAQ: NYMT) filed a Form 8-K under Item 7.01, disclosing that it has acquired the remaining 50 % ownership interest in Constructive Loans, LLC. The transaction converts Constructive Loans from a joint-venture to a wholly-owned subsidiary, giving NYMT full control over the platform’s residential loan origination and financing activities. A press release outlining additional details is furnished as Exhibit 99.1; however, the 8-K itself does not provide purchase price, financing structure, or expected financial impact.

Because the information is “furnished” rather than “filed,” it is not subject to Section 18 liability and will not be automatically incorporated into other Exchange Act or Securities Act filings. Investors should watch for the accompanying press release or follow-on filings for pro-forma figures, accretion/dilution analysis, and integration timelines. The move could expand NYMT’s earnings base and operational flexibility, but the absence of terms leaves the near-term valuation impact unclear.

Positive

• NYMT now holds 100 % of Constructive Loans, enabling full consolidation of revenue, expenses, and balance-sheet assets.
• Simplified ownership structure may reduce governance friction and accelerate strategic execution in the residential loan segment.

Negative

• No purchase price or funding details were disclosed, preventing assessment of accretion, leverage, or potential dilution.
• Integration and execution risks are not discussed, leaving uncertainty around operational and credit performance post-acquisition.

Insights

Financial Analyst

TL;DR: NYMT gains full control of Constructive Loans; strategic upside exists but no financial terms disclosed.

The shift from 50 % to 100 % ownership means NYMT can fully consolidate Constructive Loans’ assets, revenues, and cash flows, potentially enlarging its earning power and book value. Constructive Loans originates and services investor-focused residential mortgages—an asset class aligned with NYMT’s credit strategy—so synergy potential is evident. Nonetheless, without purchase price, funding mix, or earn-out details, we cannot calculate accretion, leverage impact, or IRR. Until management provides quantitative guidance, the market reaction is likely to be cautious yet constructive.

M&A Specialist

TL;DR: Strategically sensible bolt-on, but lack of disclosure tempers materiality assessment.

Taking out a joint-venture partner eliminates governance complexity and aligns incentives, a classic value-unlocking step. Full ownership should streamline decision-making and improve scalability of the loan origination platform. However, investors need clarity on consideration structure (cash, stock, or debt) and on any representations, warranties, or indemnities that could create future liabilities. Absent that, the deal’s risk-reward profile cannot be fully judged. The filing therefore ranks as moderately impactful pending further detail.

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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 15, 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)			(IRS Employer Identification No.)

90 Park Avenue

New York, New York 10016

(Address and zip code of

principal executive offices)

Registrant’s telephone number, including area code: (212) 792-0107

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

9.875% Senior Notes due 2030

NYMTH

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 7.01. Regulation FD Disclosure.

On July 15, 2025, New York Mortgage Trust, Inc. (the “Company”) issued a press release announcing the Company’s acquisition of the remaining 50% ownership interest in Constructive Loans, LLC. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1 †

Press release dated as of July 15, 2025.

104

Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.

† Furnished herewith.

SIGNATURE

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

			NEW YORK MORTGAGE TRUST, INC.
			(Registrant)
Date: July 15, 2025			By:			/s/ Kristine R. Nario-Eng
						Kristine R. Nario-Eng
						Chief Financial Officer

FAQ

What did NYMT announce in its July 15 2025 Form 8-K?

NYMT disclosed that it acquired the remaining 50 % stake in Constructive Loans, LLC, making it a wholly-owned subsidiary.

Were the purchase price and financing terms of the Constructive Loans acquisition revealed?

No. The 8-K states the acquisition but does not include price, consideration mix, or financing details.

Will the Constructive Loans acquisition affect NYMT’s financial statements?

Once closed, NYMT may fully consolidate Constructive Loans’ financials, potentially increasing assets and earnings, but exact impact is undisclosed.

Is the information in this 8-K considered "filed" with the SEC?

No. The company designated the disclosure as “furnished,” which means it is not subject to Section 18 liability and is not automatically incorporated into other filings.

Where can investors find more details about the transaction?

NYMT furnished a press release as Exhibit 99.1; investors should review that document and monitor future filings for financial specifics.