tm2519350-3_424b5 - none

424B5 1 tm2519350-3_424b5.htm 424B5 tm2519350-3_424b5 - none - 9.5625376s

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-281046

PROSPECTUS SUPPLEMENT
(To Prospectus Dated August 5, 2024)

$85,000,000

9.875% SENIOR NOTES DUE 2030

We are offering $85,000,000 aggregate principal amount of our 9.875% Senior Notes due 2030 (or the “notes”) under this prospectus supplement. The notes will bear interest at a rate equal to 9.875% per year, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2025. The notes will mature on October 1, 2030. The notes will be issued in minimum denominations of $25 and integral multiples of $25 in excess thereof.

We may redeem the notes, in whole or in part, at any time on or after October 1, 2027 at a redemption price equal to 100% of the principal amount redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Upon a Change of Control Repurchase Event, we will be required to make an offer to repurchase all outstanding notes at a price in cash equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but not including, the repurchase date. See “Description of the Notes — Offer to Repurchase Upon a Change of Control Repurchase Event.”

The notes will be our senior unsecured obligations and will rank senior in right of payment to any future indebtedness that is expressly subordinated in right of payment to the notes, equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated, including our 5.75% Senior Notes due 2026, 9.125% Senior Notes due 2029 and 9.125% Senior Notes due 2030, effectively junior to any future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurally junior to all existing and future indebtedness and any preferred equity of our subsidiaries as well as to any of our existing or future indebtedness that may be guaranteed by any of our subsidiaries (to the extent of any such guarantee).

The notes are a new issue of securities and there is no established trading market for the notes. We have applied to list the notes on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “NYMTH”. If approved for listing, trading on Nasdaq is expected to begin within 30 days of July 8, 2025, the original issue date. The notes are expected to trade “flat,” meaning that purchasers will not pay, and sellers will not receive, any accrued and unpaid interest on the notes that is not included in the trading price.

Investing in the notes involves risks that are described under the caption “Risk Factors” beginning on page S-9 of this prospectus supplement, as well as those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 and as updated by those risks described in our subsequent filings with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are incorporated by reference in this prospectus supplement.

	Per Note			Total(1)
Public offering price		$	25.00		$	85,000,000
Underwriting discounts and commissions		$	0.7875		$	2,677,500
Proceeds to us (before expenses)		$	24.2125		$	82,322,500

(1)

Assumes no exercise of the underwriters’ over-allotment option.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have also granted the underwriters an option to purchase within 30 days from the date of this prospectus supplement up to an additional $12,750,000 principal amount of notes from us at the initial public offering price less the underwriting discounts and commissions solely to cover over-allotments, if any.

The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company on or about July 8, 2025.

Joint Book-Running Managers

Morgan
Stanley

Keefe, Bruyette &
Woods

Piper
Sandler

RBC Capital
Markets

UBS Investment
Bank

Wells Fargo
Securities

A Stifel Company

The date of this prospectus supplement is June 30, 2025

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-3
SUMMARY		S-5
OUR COMPANY		S-5
THE OFFERING		S-6
RISK FACTORS		S-9
USE OF PROCEEDS		S-12
CAPITALIZATION		S-13
DESCRIPTION OF THE NOTES		S-15
ADDITIONAL MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		S-23
UNDERWRITING		S-29
LEGAL MATTERS		S-33
EXPERTS		S-33
WHERE YOU CAN FIND MORE INFORMATION		S-33
INCORPORATION BY REFERENCE OF INFORMATION FILED WITH THE SEC		S-34

	Page
ABOUT THIS PROSPECTUS		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3
OUR COMPANY		5
RISK FACTORS		6
USE OF PROCEEDS		7
DESCRIPTION OF THE SECURITIES WE MAY OFFER		8
DESCRIPTION OF COMMON STOCK		9
DESCRIPTION OF PREFERRED STOCK		13
DESCRIPTION OF DEBT SECURITIES		20
GLOBAL SECURITIES		31
CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS		32
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		37
PLAN OF DISTRIBUTION		63
CERTAIN LEGAL MATTERS		66
EXPERTS		66
WHERE YOU CAN FIND MORE INFORMATION		66
INCORPORATION BY REFERENCE OF INFORMATION FILED WITH THE SEC		66

	As of March 31, 2025 (unaudited)
	Actual			As Adjusted for This Offering(1)
	(Dollars in thousands)
Cash and cash equivalents		$	177,072		$	258,794
Debt:
Repurchase agreements		$	4,485,716		$	4,485,716
Subordinated debentures			45,000			45,000
5.75% Senior Unsecured Notes due 2026			99,087			99,087
9.125% Senior Unsecured Notes due 2029			59,736			59,736
9.125% Senior Unsecured Notes due 2030			80,025			80,025
9.875% Senior Unsecured Notes due 2030			—			85,000
Total debt(2)		$	4,769,564		$	4,854,564
Non-controlling interests in Consolidated VIEs		$	2,984		$	2,984
Stockholders’ equity
Preferred stock, $0.01 par value per share, 8.00% Series D Fixed-to- Floating Rate Cumulative Redeemable, $25 liquidation preference per share, 8,400,000 shares authorized and 6,107,318 shares issued and outstanding actual and as adjusted		$	147,745		$	147,745
Preferred stock, $0.01 par value per share, 7.875% Series E Fixed-to- Floating Rate Cumulative Redeemable, $25 liquidation preference per share, 9,900,000 shares authorized and 7,343,151 shares issued and outstanding actual and as adjusted			177,697			177,697
Preferred stock, $0.01 par value per share, 6.875% Series F Fixed-to- Floating Rate Cumulative Redeemable, $25 liquidation preference per share, 7,750,000 shares authorized and 5,740,209 shares issued and outstanding actual and as adjusted			138,418			138,418
Preferred stock, $0.01 par value per share, 7.000% Series G Cumulative Redeemable, $25 liquidation preference per share, 5,450,000 shares authorized and 2,973,736 shares issued and outstanding actual and as adjusted			71,585			71,585
Common stock, $0.01 par value per share, 200,000,000 shares authorized, 90,529,421 shares issued and outstanding actual and as adjusted			905			905
Additional paid-in capital			2,284,569			2,284,569
Accumulated other comprehensive loss			—			—
Accumulated deficit			(1,418,973)			(1,418,973)
Company’s stockholders’ equity		$	1,401,946		$	1,401,946
Total capitalization(3)		$	6,171,510		$	6,256,510

Underwriters	Principal Amount
Morgan Stanley & Co. LLC		$	14,166,750
Keefe, Bruyette & Woods, Inc.			14,166,650
Piper Sandler & Co.			14,166,650
RBC Capital Markets, LLC			14,166,650
UBS Securities LLC			14,166,650
Wells Fargo Securities, LLC			14,166,650
Total		$	85,000,000

	Total
	Per Note			Without Over- Allotment			With Over- Allotment
Public offering price		$	25.00		$	85,000,000		$	97,750,000
Underwriting discounts and commissions paid by us		$	0.7875		$	2,677,500		$	3,079,125
Proceeds, before expenses, to us		$	24.2125		$	82,322,500		$	94,670,875

SEC Form 424B5 filed by New York Mortgage Trust Inc.