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

Rhea-AI Filing Summary

New York Mortgage Trust, Inc. disclosed an Item 8.01 Other Events entry and Item 9.01 exhibits relating to a set of preferred stock series and senior notes listed on the NASDAQ Stock Market. The filing identifies multiple preferred stock series with $25.00 liquidation preference and fixed-to-floating or cumulative terms, and several series of senior notes due in 2029 and 2030. The filing includes legal opinions from Venable LLP and Vinson & Elkins L.L.P., their consents, and an Inline XBRL Interactive Data file. The submission is signed by the company's Chief Financial Officer.

Positive

• Legal opinions and consents from Venable LLP and Vinson & Elkins L.L.P. are included, indicating documentation completeness
• Inline XBRL Interactive Data file is provided, improving machine-readable disclosure

Negative

• None.

Insights

Securities Counsel

TL;DR: Filing provides required legal opinions and consents tied to listed preferred shares and senior notes, supporting documentation completeness.

The exhibits list shows delivery of counsel opinions and consents customary for securities issuances or registrations. Having Venable LLP and Vinson & Elkins L.L.P. provide opinions and consents addresses legal and tax matters and supports compliance with disclosure and offering requirements. The inclusion of an Inline XBRL Interactive Data file indicates standardized data tagging for investor accessibility. The filing does not state transaction sizes, issuance amounts, underwriting details, or use of proceeds.

Fixed Income Analyst

TL;DR: The document lists multiple preferred stock series and senior notes by coupon and term, but contains no pricing or issuance specifics.

From a debt-market perspective, the notice identifies coupon rates and maturities for senior notes and liquidation preferences for preferred series, which are key structural terms. However, there are no amounts outstanding, offering sizes, credit metrics, or trustee/indenture details included here, limiting assessment of investor impact. Absent quantitative data, the filing is informational about documentation rather than market-moving transaction specifics.

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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): August 22, 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
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 8.01. Other Events.

On August 22, 2025 (the “Closing Date”), New York Mortgage Trust, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of $25 million aggregate principal amount of its 9.875% Senior Notes due 2030 (the “Notes”) in a registered direct 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 prospectus supplement, dated August 22, 2025, as filed with the Securities Exchange Commission (“SEC”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are part of the same series as the $90,000,000 principal amount of 9.875% Senior Unsecured Notes due 2030 issued by the Company on July 8, 2025 (the “Initial Notes”), as previously disclosed on the Company’s Form 8-K filed with the SEC on July 8, 2025 (the “July Form 8-K”), and have the same terms as the Initial Notes. The description of the terms of the Initial Notes and the Indenture (as defined below) contained in the July Form 8-K is incorporated by reference herein.

The Notes were sold pursuant to a securities purchase agreement, dated as of August 22, 2025, by and among the Company and certain institutional investors. The Notes were issued and sold at 100% of the principal amount.

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

The net proceeds to the Company from the sale of the Notes, after deducting the Company’s estimated offering expenses, are expected to be approximately $24.8 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.

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 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.

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
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: August 22, 2025

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FAQ

What securities are referenced in the NYMT 8-K?

The filing references Series D, E, F and G preferred stock with a $25.00 liquidation preference and several senior notes described by coupon and maturity, including 9.125% notes due 2029 and 2030, and 9.875% notes due 2030.

Does the 8-K include legal opinions for the securities?

Yes. The filing lists an opinion of Venable LLP and opinions of Vinson & Elkins L.L.P., including a tax opinion, along with their consents.

Is there information on offering amounts or pricing in the filing?

No. The document lists securities and exhibits but does not disclose offering sizes, pricing, underwriting arrangements, or amounts outstanding.

Who signed the filing for NYMT?

The filing is signed by Kristine R. Nario-Eng, listed as Chief Financial Officer.

Does the filing provide financial statements or pro forma information?

No. The exhibits listed include legal opinions, consents, and an Inline XBRL file but do not include financial statements or pro forma financial information.