New York Mortgage Trust Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| 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. |
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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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