tm2517858-1_424b5 - none

424B5 1 tm2517858-1_424b5.htm 424B5 tm2517858-1_424b5 - none - 10.1250404s

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

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 5, 2024)

Up to $50,000,000 of

8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
7.000% Series G Cumulative Redeemable Preferred Stock

We have entered into an equity distribution agreement, dated June 13, 2025, with JonesTrading Institutional Services LLC (“Jones”) under which we may offer and sell, from time to time, shares of our 8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, referred to as our Series D Preferred Stock, 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, referred to as our Series E Preferred Stock, 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, referred to as our Series F Preferred Stock, and 7.000% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, referred to as our Series G Preferred Stock, and, together with our Series D Preferred Stock, our Series E Preferred Stock and our Series F Preferred Stock, referred to as our Outstanding Series of Preferred Stock. We refer to our Outstanding Series of Preferred Stock offered under this prospectus supplement and the accompanying prospectus, collectively, as the Offered Stock and to Jones as the Agent. In accordance with the terms of the equity distribution agreement, we may offer and sell shares of our Outstanding Series of Preferred Stock having a maximum aggregate offering price of up to $50,000,000.

Our common stock, par value $0.01 per share, or our common stock, is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “NYMT.” The last reported sale price of our common stock on Nasdaq on June 12, 2025 was $6.96 per share. Our Series D Preferred Stock is listed on Nasdaq under the symbol “NYMTN.” The last reported sale price of our Series D Preferred Stock on Nasdaq on June 12, 2025 was $21.45 per share. Our Series E Preferred Stock is listed on Nasdaq under the symbol “NYMTM.” The last reported sale price of our Series E Preferred Stock on Nasdaq on June 12, 2025 was $24.77 per share. Our Series F Preferred Stock is listed on Nasdaq under the symbol “NYMTL.” The last reported sale price of our Series F Preferred Stock on Nasdaq on June 12, 2025 was $21.87 per share. Our Series G Preferred Stock is listed on Nasdaq under the symbol “NYMTZ.” The last reported sale price of our Series G Preferred Stock on Nasdaq on June 12, 2025 was $18.64 per share.

There are certain restrictions on transfer and ownership of the Offered Stock intended to preserve our qualification as a real estate investment trust, or REIT, for U.S. federal income tax purposes. Please see the section titled “Description of Preferred Stock — Restrictions on Ownership and Transfer; Change of Control Provisions” in the accompanying prospectus.

Sales of shares of the Offered Stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including, without limitation, sales made directly on Nasdaq, the existing trading market for the Offered Stock, sales made to or through a market maker other than on an exchange or, if specified in a written notice from us, by any other method permitted by law, including, but not limited to, in negotiated transactions, including block trades. The Agent will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

Under the terms of the equity distribution agreement, we also may sell shares of the Offered Stock to the Agent as principal for its own account at a price agreed upon at the time of sale. If we sell shares of the Offered Stock to the Agent as principal, we will enter into a separate written agreement with the Agent, and we will describe this agreement in a separate prospectus supplement.

The Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the shares of the Offered Stock sold under the equity distribution agreement, as further described herein under the caption “Plan of Distribution.” In connection with the sale of shares of the Offered Stock on our behalf, the Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent may be deemed to be underwriting commissions or discounts.

Investing in the Offered Stock involves a high degree of risk. See “Risk Factors” beginning on page S-7 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.

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.

The date of this prospectus supplement is June 13, 2025

	Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-iv
WHERE YOU CAN FIND MORE INFORMATION		S-vi
INCORPORATION BY REFERENCE OF INFORMATION FILED WITH THE SEC		S-vi
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-2
RISK FACTORS		S-7
USE OF PROCEEDS		S-15
DESCRIPTION OF THE OFFERED STOCK		S-16
ADDITIONAL MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		S-66
PLAN OF DISTRIBUTION		S-68
LEGAL MATTERS		S-69
EXPERTS		S-69

	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

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