ARBOR REALTY TRUST INC 10-Q

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion in conjunction with the unaudited consolidated interim financial statements, and related notes and the section entitled “Forward-Looking Statements” included herein. Overview Through our Structured Business, we invest in a diversified portfolio of structured finance assets in the multifamily, SFR and commercial real estate markets, primarily consisting of bridge loans, in addition to mezzanine loans, junior participating interests in first mortgages and preferred equity. We also invest in real estate-related joint ventures and may directly acquire real property and invest in real estate-related notes and certain mortgage-related securities. Through our Agency Business, we originate, sell and service a range of multifamily finance products through Fannie Mae and Freddie Mac, Ginnie Mae, FHA and HUD. We retain the servicing rights and asset management responsibilities on substantially all loans we originate and sell under the GSE and HUD programs. We are an approved Fannie Mae DUS lender, seller/servicer nationally, a Freddie Mac Optigo ® Conventional Loan and SBL lender, seller/servicer nationally and a HUD MAP and LEAN senior housing/healthcare lender nationally. We also originate and retain the servicing rights on permanent financing loans that are generally underwritten using the guidelines of our existing agency loans sold to the GSEs, which we refer to as “Private Label” loans, and originate and sell finance products through CMBS programs. We either sell the Private Label loans instantaneously or pool and securitize them and sell certificates in the securitizations to third-party investors, while retaining the highest risk bottom tranche certificate of the securitization. We conduct our operations to qualify as a REIT. A REIT is generally not subject to federal income tax on its REIT-taxable income that is distributed to its stockholders; provided that at least 90% of its taxable income is distributed and provided that certain other requirements are met. Our operating performance is primarily driven by the following factors: Net interest income earned on our investments. Net interest income represents the amount by which the interest income earned on our assets exceeds the interest expense incurred on our borrowings. If the yield on our assets increases or the cost of borrowings decreases, this will have a positive impact on earnings. However, if the yield earned on our assets decreases or the cost of borrowings increases, this will have a negative impact on earnings. Net interest income is also directly impacted by the size and performance of our asset portfolio. We recognize the bulk of our net interest income from our Structured Business. Additionally, we recognize net interest income from loans originated through our Agency Business, which are generally sold within 60 days of origination. Fees and other revenues recognized from originating, selling and servicing mortgage loans through the GSE and HUD programs. Revenue recognized from the origination and sale of mortgage loans consists of gains on sale of loans (net of any direct loan origination costs incurred), commitment fees, broker fees, loan assumption fees and loan origination fees. These gains and fees are collectively referred to as gain on sales, including fee-based services, net. We record income from MSRs at the time of commitment to the borrower, which represents the fair value of the expected net future cash flows associated with the rights to service mortgage loans that we originate, with the recognition of a corresponding asset upon sale. We also record servicing revenue which consists of fees received for servicing mortgage loans, net of amortization on the MSR assets recorded. Although we have long-established relationships with the GSE and HUD agencies, our operating performance would be negatively impacted if our business relationships with these agencies deteriorate. Additionally, we also recognize revenue from originating, selling and servicing our Private Label loans. One of our core business strategies is to generate additional agency lending opportunities by refinancing our multifamily balance sheet bridge loan portfolio when it is practical and appropriate to do so. We execute this strategy by underwriting the multifamily bridge loans we originate to a potential future agency financing. We then continue to work with our borrowers on this execution through the life cycle of the multifamily bridge loan. When effective, this strategy allows us to recapture refinancing opportunities, deleverage our balance sheet, and generate additional income streams through our capital-light Agency Business. Income earned from other structured investments. Our other structured investments are primarily comprised of investments in equity affiliates, which represent unconsolidated joint venture investments formed to acquire, develop and/or sell real estate-related assets. Operating results from these investments can be difficult to predict and can vary significantly period-to-period. We also periodically receive distributions from our equity investments. It is difficult to forecast the timing of such payments, which can be substantial in any given quarter. We account for structured transactions within our Structured Business. Credit quality of our loans and investments, including our servicing portfolio. Effective portfolio management is essential to maximize the performance and value of our loan and investment and servicing portfolios. Maintaining the credit quality of the loans in our portfolios is of critical importance. Loans that do not perform in accordance with their terms may have a negative impact on earnings and liquidity. 47 Table of Contents Significant Developments During the First Quarter of 2026 Financing and Capital Markets Activity • Closed a collateralized securitization vehicle (CLO 21) totaling $762.6 million, of which $674.0 million consisted of investment grade notes and $88.6 million of below investment grade notes were retained by us; and • We repurchased 4,117,901 shares of our common stock under our share repurchase program at a total cost of $30.7 million and an average cost of $7.46 per share. Structured Business Activity • Balance sheet portfolio of $12.00 billion, as loan runoff totaling $861.0 million outpaced loan originations of $767.6 million; • We modified 13 loans with a total UPB of $478.8 million (see Note 3 for details); and • We foreclosed on and took back the underlying collateral on three loans with an aggregate net carrying value of $58.8 million and recorded a loss of $1.8 million through provision for credit losses. We sold one of those foreclosed properties, along with an existing REO asset, for $33.0 million and recognized an aggregate loss of $2.1 million through loss on real estate. See Notes 3 and 9 for details. Agency Business Activity. Servicing portfolio of $36.31 billion (up $107.3 million) with loan originations totaling $707.6 million, which includes $218.5 million of new Agency loans that were recaptured from our Structured Business runoff. Dividend. We declared a cash dividend of $0.17 per share, a reduction from our previous quarterly dividend of $0.30 per share. Current Market Conditions, Risks and Recent Trends During 2025, the Federal Reserve lowered the federal funds rate three times for an aggregate 75-basis point reduction. Current market expectations generally contemplate the potential for an additional rate cut in the fourth quarter of 2026, but those expectations may abate if impacts from recent geopolitical events have a longer lasting effect on the economic environment and inflationary measurements. However, the elevated rate environment has persisted longer than anticipated and could persist even longer if inflation and other key economic indicators do not align with the Federal Reserve’s expectations. While short-term rates have declined, long-term rates remain volatile following the current administration’s adoption of increased tariffs, related litigation, geopolitical developments, including the conflict involving Iran, and broader macroeconomic uncertainty. Expectations for long-term rates in 2026 remain mixed, reflecting uncertainty around long-term inflation, fiscal policy, increased federal spending and larger deficits, including the effects of the July 2025 enactment of the OBBBA, as described below. Accordingly, it remains difficult to predict where short- and long-term rates will settle during 2026. This prolonged rate environment has resulted, and may continue to result, in higher payment delinquencies and defaults, more loan modifications and foreclosures and declines in real estate values in certain asset classes, which have adversely affected, and may continue to adversely affect, our results of operations, financial condition, business prospects, liquidity and ability to make distributions to stockholders. It has also made it more difficult to resolve delinquent loans, contributing to additional foreclosures and REO assets on our balance sheet. When we take title to assets through foreclosure, we generally seek to dispose of these assets through third-party sales. However, depending on market conditions and asset-specific factors, we may evaluate other alternatives, such as recapitalizations and joint venture structures, intended to optimize recoveries and reduce our REO exposure. These efforts may include enhanced property management, capital improvements and deferred maintenance, re-leasing vacant space, renewing or restructuring leases and other stabilization initiatives designed to improve occupancy, cash flow and marketability. We continue to apply disciplined underwriting and risk management practices and work closely with borrowers to protect portfolio quality and mitigate potential losses, including, where appropriate, modifying loan terms. However, given the current interest rate environment, we cannot assure that our loan portfolio will continue to perform in accordance with current contractual terms. An elevated rate environment generally benefits our net interest income because our structured loan portfolio exceeds our corresponding debt balances, the substantial majority of our loan portfolio is floating rate based on SOFR and a meaningful portion of our debt, including senior unsecured notes, is fixed rate. As a result, increases in interest income generally tends to outpace increases in interest expense, and earnings on our cash and escrow balances also benefit from higher rates. These benefits, however, have been increasingly offset by the adverse effects of a prolonged elevated rate environment, including higher delinquencies, more loan modifications and foreclosures, lower loan originations, reduced cash and escrow balances and pressure on certain commercial real estate values, which can result in higher reserves when collateral values are considered insufficient to fully repay loans. The recent reductions in short-term interest rates have reduced, and are expected to continue to reduce, net interest income on our floating rate loan portfolio and earnings on our cash and escrow balances. For additional information, see “Quantitative and Qualitative Disclosures about Market Risk” below. Elevated and volatile interest rates, together with geopolitical uncertainty, including the conflict involving Iran, have also disrupted portions of the financial services, real estate and credit markets. These conditions have contributed to weaker performance in certain of 48 Table of Contents our legacy assets, leading to increased defaults and delinquencies. If these conditions continue to affect our borrowers and their tenants, or if other risks described in our SEC filings materialize, our liquidity and capital resources could be further adversely affected. Notwithstanding these conditions, we have continued to access capital through a variety of financing vehicles to support our operations and strengthen our business. In addition, while a majority of our cash is held at major financial institutions and balances frequently exceed insured limits, we mitigate this exposure by diversifying deposits across counterparties. Because these deposits are generally demand deposits maintained with institutions with reputable credit, we believe we bear minimal credit risk. We are a national originator with Fannie Mae and Freddie Mac, and the GSEs continue to be the most significant providers of capital to the multifamily market. FHFA set the 2026 Caps for Fannie Mae and Freddie Mac at $88 billion for each enterprise, or $176 billion in the aggregate, up from $73 billion for each enterprise in 2025. FHFA has stated that it will continue to monitor the market and may increase the 2026 Caps if warranted but will not reduce them if the market is smaller than initially projected. Loans supporting workforce housing, which preserve affordable rents in multifamily properties typically without public subsidies, will continue to be excluded from the 2026 Caps. In addition, at least 50% of multifamily volume must continue to support mission-driven affordable housing, with affordability levels ranging from 80% to 120% of area median income, depending on the market. Our GSE originations remain highly attractive executions because they generate significant gains on sale, non-cash gains related to MSRs and servicing revenues. At the same time, we cannot predict whether FHFA may impose stricter limitations on GSE multifamily production in the future. On July 4, 2025, the OBBBA was enacted into law. The legislation includes significant changes to U.S. tax law and other policy areas that may affect our business and the broader commercial real estate finance markets. Based on our evaluation to date, we expect certain changes under the OBBBA, including changes affecting the application of Section 162(m), to increase our current tax expense and effective tax rate. In addition, a separate expansion of Section 162(m), enacted under prior law and scheduled to take effect in 2027, could further increase our annual effective tax rate and current tax expense, potentially materially. More broadly, elements of the OBBBA, including changes in federal spending, fiscal priorities and other policy provisions, may also influence capital markets, the interest rate environment and demand for commercial real estate finance. Because implementation of these tax and other provisions remains subject to further interpretation and guidance, the ultimate impact on our business, financial condition, results of operations and the real estate markets in general could differ from our current expectations. Changes in Financial Condition Assets — Comparison of balances at March 31, 2026 to December 31, 2025: Our Structured loan and investment portfolio balance was $12.00 billion and $12.11 billion at March 31, 2026 and December 31, 2025, respectively. This decrease was primarily due to loan runoff exceeding loan originations by $93.4 million (see below for details) and by loans we foreclosed on and received ownership of the underlying collateral as REO assets. The portfolio had a weighted average current interest pay rate of 6.49% at both March 31, 2026 and December 31, 2025. Including certain fees earned and costs, the weighted average current interest rate was 7.03% and 7.08% at March 31, 2026 and December 31, 2025, respectively. Our debt that finances our Structured loan and investment portfolio totaled $10.71 billion and $10.46 billion at March 31, 2026 and December 31, 2025, respectively, with a weighted average funding cost of 6.13% and 6.16%, respectively, which excludes financing costs. Including financing costs, the weighted average funding rate was 6.40% and 6.45%, at March 31, 2026 and December 31, 2025. respectively. 49 Table of Contents Activity from our Structured Business portfolio is comprised of the following ($ in thousands): Three Months Ended March 31, 2026 Loans originated $ 767,592 Number of loans 6 Weighted average interest rate 7.56 % Loan runoff $ 861,033 Number of loans 26 Weighted average interest rate 7.72 % Loans modified $ 478,800 Number of loans 13 Loans extended $ 1,423,733 Number of loans 71 Loans held-for-sale from the Agency Business increased $34.1 million, primarily from loan originations exceeding sales by $36.6 million as noted in the following table ($ in thousands): Three Months Ended March 31, 2026 Loan Originations Loan Sales Fannie Mae $ 570,815 $ 571,579 Freddie Mac 91,255 77,003 FHA 45,507 22,390 Total $ 707,577 $ 670,972 Real estate owned increased $21.8 million, primarily due to the foreclosure of two multifamily bridge loans totaling $34.0 million, through which we took back the underlying collateral, partially offset by the sale of one multifamily property. Due from related party increased $28.7 million, primarily due to funds from payoffs to be remitted by our affiliated servicing operations related to real estate transactions at the end of the reporting period. These amounts were remitted to us in April 2026. Other assets decreased $27.5 million, primarily due to the payoff of an unsecured line of credit loan. Liabilities – Comparison of balances at March 31, 2026 to December 31, 2025: Credit and repurchase facilities decreased $181.7 million, primarily due to the transfer of loans into a CLO and loan runoff in our Structured Business portfolio, partially offset by loan originations exceeding sales in our Agency Business. Securitized debt increased $463.2 million, primarily due to the closing of CLO 21 where we issued $674.0 million of notes to third-party investors, partially offset by paydowns on our existing securitizations of $248.4 million. Notes payable — real estate owned increased $30.2 million, due to the addition of notes payable on a new REO asset and financing received on two existing REO assets. Other liabilities decreased $35.1 million, primarily due to payments of accrued incentive compensation and commissions during the first quarter of 2026, related to 2025 performance. Equity See Note 16 for details of our issuances of common stock, dividends declared and deferred compensation transactions. 50 Table of Contents Agency Servicing Portfolio The following table sets forth the characteristics of our loan servicing portfolio collateralizing our mortgage servicing rights and servicing revenue ($ in thousands): March 31, 2026 Product Portfolio UPB Loan Count Wtd. Avg. Age of Portfolio (years) Wtd. Avg. Life of Portfolio (years) Interest Rate Type Wtd. Avg. Note Rate Annualized Prepayments as a % of Portfolio (1) Delinquencies as a % of Portfolio (2) Fixed Adjustable Fannie Mae $ 24,261,724 2,690 4.3 5.4 97 % 3 % 4.68 % 2.55 % 2.75 % Freddie Mac 7,368,979 1,078 3.3 5.7 91 % 9 % 4.96 % 5.02 % 3.65 % Private Label 2,554,209 159 4.6 4.3 100 % — 4.16 % — 1.36 % FHA 1,584,644 108 4.4 19.0 100 % — 3.94 % 0.92 % — Bridge 277,523 3 3.3 2.0 85 % 15 % 6.28 % — — SFR - Fixed Rate 264,008 49 3.5 3.8 100 % — 5.62 % — 1.70 % Total $ 36,311,087 4,087 4.1 5.9 96 % 4 % 4.68 % 2.76 % 2.69 % December 31, 2025 Fannie Mae $ 24,085,960 2,702 4.2 5.5 97 % 3 % 4.68 % 3.58 % 2.59 % Freddie Mac 7,455,088 1,109 3.1 5.9 90 % 10 % 4.98 % 3.63 % 3.96 % Private Label 2,558,048 159 4.4 4.5 100 % — 4.16 % 0.44 % 1.35 % FHA 1,549,483 107 4.3 19.1 100 % — 3.91 % 1.11 % — Bridge 277,738 3 3.0 2.2 85 % 15 % 6.31 % — — SFR - Fixed Rate 277,490 51 3.3 4.0 100 % — 5.62 % 2.42 % 1.62 % Total $ 36,203,807 4,131 4.0 6.1 96 % 4 % 4.69 % 3.22 % 2.65 % ________________________ (1) Prepayments reflect loans repaid prior to six months from the loan maturity. The majority of our loan servicing portfolio has a prepayment protection term and therefore, we may collect a prepayment fee which is included as a component of servicing revenue, net. See Note 5 for details. (2) Delinquent loans reflect loans that are contractually 60 days or more past due. At March 31, 2026 and December 31, 2025, delinquent loans totaled $975.4 million and $959.0 million, respectively. At March 31, 2026, there were five loans totaling $56.0 million in bankruptcy and twenty-five loans totaling $313.5 million were foreclosed. At December 31, 2025, there were five loans totaling $56.0 million in bankruptcy and nineteen loans totaling $176.5 million were foreclosed. Our Agency Business servicing portfolio represents commercial real estate loans, which are generally transferred or sold within 60 days from the date the loan is funded. Primarily all loans in our servicing portfolio are collateralized by multifamily properties. In addition, we are generally required to share in the risk of any losses associated with loans sold under the Fannie Mae DUS program, see Note 11. 51 Table of Contents Comparison of Results of Operations for the Three Months Ended March 31, 2026 and 2025 The following table provides our consolidated operating results ($ in thousands): Three Months Ended March 31, Increase / (Decrease) 2026 2025 Amount Percent Interest income $ 235,047 $ 240,693 $ (5,646) (2) % Interest expense 175,202 165,251 9,951 6 % Net interest income 59,845 75,442 (15,597) (21) % Other revenue: Gain on sales, including fee-based services, net 12,505 12,781 (276) (2) % Mortgage servicing rights 9,660 8,131 1,529 19 % Servicing revenue, net 25,740 25,603 137 1 % Property operating income 8,060 4,387 3,673 84 % (Loss) gain on derivative instruments, net (493) 3,400 (3,893) nm Other income, net 2,074 4,419 (2,345) (53) % Total other revenue 57,546 58,721 (1,175) (2) % Other expenses: Employee compensation and benefits 47,684 46,036 1,648 4 % Selling and administrative 16,953 16,312 641 4 % Property operating expenses 11,964 3,474 8,490 nm Depreciation and amortization 7,104 3,744 3,360 90 % Impairment loss on real estate owned 12,500 — 12,500 nm Provision for loss sharing, net 4,537 1,786 2,751 154 % Provision for credit losses, net 5,816 9,075 (3,259) (36) % Total other expenses 106,558 80,427 26,131 32 % Income before extinguishment of debt, loss on real estate, income (loss) from equity affiliates and income taxes 10,833 53,736 (42,903) (80) % Loss on extinguishment of debt — (2,319) 2,319 nm Loss on real estate (2,136) (2,810) 674 (24) % Income (loss) from equity affiliates 4,411 (1,634) 6,045 nm Provision for income taxes (2,085) (3,591) 1,506 (42) % Net income 11,023 43,382 (32,359) (75) % Preferred stock dividends 10,342 10,342 — — Net income attributable to noncontrolling interest 52 2,602 (2,550) (98) % Net income attributable to common stockholders $ 629 $ 30,438 $ (29,809) (98) % ________________________ nm — not meaningful 52 Table of Contents The following table presents the average balance of our Structured Business interest-earning assets and interest-bearing liabilities, associated interest income (expense) and the corresponding weighted average yields ($ in thousands): Three Months Ended March 31, 2026 2025 Average Carrying Value (1) Interest Income / Expense W/A Yield / Financing Cost (2) Average Carrying Value (1) Interest Income / Expense W/A Yield / Financing Cost (2) Structured Business interest-earning assets: Bridge loans $ 11,281,488 $ 204,319 7.35 % $ 10,976,779 $ 219,010 8.09 % Mezzanine 294,285 6,301 8.68 % 257,093 6,187 9.76 % Construction - Multifamily 267,024 6,758 10.26 % 8,115 144 7.20 % Preferred equity investments 202,118 5,488 11.01 % 148,845 3,668 9.99 % Other — — — 3,079 73 9.62 % Core interest-earning assets 12,044,915 222,866 7.50 % 11,393,911 229,082 8.15 % Cash equivalents 194,371 1,528 3.19 % 110,338 1,005 3.69 % Total interest-earning assets $ 12,239,286 $ 224,394 7.44 % $ 11,504,249 $ 230,087 8.11 % Structured Business interest-bearing liabilities: Credit and repurchase facilities $ 4,723,770 $ 79,681 6.84 % $ 3,404,758 $ 64,339 7.66 % CLO 3,455,807 52,209 6.13 % 4,285,662 68,480 6.48 % Unsecured debt 2,050,000 36,274 7.18 % 1,532,500 24,954 6.60 % Trust preferred 154,336 2,650 6.96 % 154,336 2,938 7.72 % Q Series securitization — — — 41,677 868 8.45 % Total interest-bearing liabilities $ 10,383,913 170,814 6.67 % $ 9,418,933 161,579 6.96 % Net interest income $ 53,580 $ 68,508 ________________________ (1) Based on UPB for loans, amortized cost for securities and principal amount of debt. (2) Weighted average yield calculated based on annualized interest income or expense divided by average carrying value . Net Interest Income The decrease in interest income was mainly due to a $5.7 million decrease from our Structured Business. The decline was primarily due to a decrease in the average yield on core interest-earning assets, partially offset by an increase in the average balance of our core interest-earning assets (loan originations exceeded runoff in 2025) and, to a lesser extent, higher average bank balances. The decrease in the average yield was mainly from a decrease in SOFR, a reduction in back interest earned on delinquent and modified loans and an increase in new delinquencies and modified loans at lower rates. The increase in interest expense was mainly due to a $9.2 million increase from our Structured Business, primarily due an increase in the average balance of our interest-bearing liabilities from an increase in the average loan portfolio and the issuance of senior unsecured notes. This was partially offset by note paydowns in our securitizations, the payoff of our 7.50% convertible senior notes and a reduction in the average cost of interest-bearing liabilities (mainly from a decrease in SOFR). Agency Business Revenue The decrease in gain on sales, including fee-based services, net was primarily due to a 8% decrease in loan sales volume ($59.9 million), partially offset by a 6% increase in the sales margin from 1.75% to 1.86%. The increase in the sales margin was mainly due to the portfolio mix in 2026 that produced higher margins. The increase in income from MSRs was primarily due to a 14% increase in loan commitment volume ($88.5 million). Other Income (Loss) The increases in property operating income and expenses were due to the addition of several new REO assets. This is also the reason for the increase in depreciation and amortization. 53 Table of Contents The gains and losses on derivative instruments in 2026 and 2025 were related to changes in the fair values of our forward sale commitments and swaps held by our Agency Business as a result of changes in market interest rates. The decrease in other income, net was primarily due to increases in the fair value of our Private Label loans from our Agency Business recognized in 2025. Other Expenses In 2026, we recorded a $12.5 million impairment loss related to certain REO assets that we acquired through foreclosure in prior periods, which represents the extent to which the carrying value exceeded its estimated fair value at the current period end. The increase in the provision for loss sharing, net primarily reflects larger specific loan impairment reserves taken in 2026, partially offset by an improved positive outlook for commercial real estate in 2026, compared to 2025. The decrease in the provision for credit losses, net primarily reflects lower specific loan impairment reserves taken in 2026, partially offset by higher general reserves as a result of an increase in our historical loss and a loss provision recorded upon sale, or expected sale, of an REO asset in 2026. Loss on Extinguishment of Debt The loss on extinguishment of debt in 2025 reflects deferred financing fees recognized in connection with the unwind of CLOs. Loss on Real Estate The loss on real estate in 2026 represents a loss incurred on the sale of an existing REO asset; while the loss on real estate in 2025 is comprised of a $1.8 million loss on the foreclosure of loans we took back as REO and a $2.8 million loss on below market debt on the sale of two existing REOs, partially offset by a $1.9 million gain on the REO sales. Income (loss) from Equity Affiliates Income from equity affiliates in 2026 primarily reflects $5.8 million of income recognized related to a cash distribution received from our Lexford joint venture, partially offset by losses from other investments; while loss from equity affiliates in 2025 primarily reflects losses from our investments in a residential mortgage banking business and our AMAC III investment totaling $2.3 million, partially offset by income from several of our other investments. Provision for Income Taxes In the three months ended March 31, 2026, we recorded a tax provision of $2.1 million, which consisted of a current tax provision of $4.7 million and a deferred tax benefit of $2.6 million. In the three months ended March 31, 2025, we recorded a tax provision of $3.6 million, which consisted of a current tax provision of $3.7 million and a deferred tax benefit of $0.1 million. Net Income Attributable to Noncontrolling Interest The noncontrolling interest relates to the outstanding OP Units (see Note 16). There were 16,170,218 and 16,173,761 OP Units outstanding at March 31, 2026 and 2025, respectively, which represented 7.8% of our outstanding stock at both March 31, 2026 and 2025. Liquidity and Capital Resources Sources of Liquidity. Liquidity is a measure of our ability to meet our potential cash requirements, including ongoing commitments to repay borrowings, satisfaction of collateral requirements under the Fannie Mae DUS risk-sharing agreement and, as an approved designated seller/servicer of Freddie Mac’s SBL program, operational liquidity requirements of the GSE agencies, fund new loans and investments, fund operating costs and distributions to our stockholders, fund capital expenditures and other property level costs associated with REO assets (including tenant improvements and rehabilitation/ renovation costs) and to fund draws due under unfunded loan commitments, as well as other general business needs. Our primary sources of funds for liquidity consist of proceeds from equity and debt offerings, proceeds from CLOs and securitizations, debt facilities and cash flows from operations. We closely monitor our liquidity position and believe our existing sources of funds and access to additional liquidity will be adequate to meet our liquidity needs. The elevated and volatile interest rates, together with geopolitical uncertainty, including the conflict involving Iran, has caused some disruptions in financial services, real estate and credit markets. As stated earlier, these conditions have contributed to weaker performance of certain of our legacy assets, leading to increased defaults, delinquencies and foreclosures. If these conditions continue to affect our borrowers and their tenants, or if other risks described in our SEC filings materialize, our liquidity and capital resources could be further adversely affected. As described in Note 10, certain of our repurchase facilities include margin call provisions associated with changes in interest spreads which are designed to limit the lenders credit exposure. If we experience significant decreases in the value of the properties serving as 54 Table of Contents collateral under these repurchase agreements, which is set by the lenders based on current market conditions, the lenders have the right to require us to repay all, or a portion, of the funds advanced, or provide additional collateral. While we expect to extend or renew all of our facilities as they mature, we cannot provide assurance that they will be extended or renewed on as favorable terms. We had $10.96 billion in total structured debt outstanding at March 31, 2026. Of this total, $6.16 billion, or 56%, does not contain mark-to-market provisions and is comprised of non-recourse securitized debt, senior unsecured debt and junior subordinated notes. The remaining $4.81 billion of debt is in credit and repurchase facilities with several different banks that we have long-standing relationships with. At March 31, 2026, we had $2.66 billion of debt from credit and repurchase facilities that were subject to margin calls related to changes in interest spreads. In addition to our ability to extend our credit and repurchase facilities and raise funds from equity and debt offerings, we also have a $36.31 billion agency servicing portfolio at March 31, 2026, which is mostly prepayment protected, and escrow/cash balances that generates approximately $129 million per year in recurring gross cash flow. To maintain our status as a REIT under the Internal Revenue Code, we must distribute annually at least 90% of our REIT-taxable income. These distribution requirements limit our ability to retain earnings and thereby replenish or increase capital for operations. However, we believe that our capital resources and access to financing will provide us with financial flexibility and market responsiveness at levels sufficient to meet current and anticipated capital and liquidity requirements. Cash Flows. Cash flows used in operating activities totaled $8.3 million during the three months ended March 31, 2026 and consisted primarily of net cash outflows of $36.6 million from loan originations exceeding loan sales in our Agency Business, partially offset by net income (adjusted for the impairment on REO of $12.5 million and an increase in CECL reserves of $10.4 million) of $33.9 million. Cash flows provided by investing activities totaled $58.3 million during the three months ended March 31, 2026. Loan and investment activity (originations and payoffs/paydowns) comprise the majority of our investing activities. Loan paydowns/payoffs from our Structured Business totaling $894.0 million and originations of $826.1 million, net of payoffs, resulted in net cash inflows of $67.9 million. Cash flows provided by financing activities totaled $200.4 million during the three months ended March 31, 2026 and consisted primarily of $467.4 million of net securitized debt activity (proceeds exceeded payoffs and paydowns), partially offset by net cash outflows of $171.0 million from debt facility activities (facility paydowns were greater than financed loan originations), $73.3 million of distributions to our stockholders and OP Unit holders and $30.7 million of repurchase of common stock. Unencumbered Assets. At March 31, 2026, we had total unencumbered assets with a carrying value of $3.23 billion, consisting of cash and cash equivalents of $407.1 million, loans of $792.4 million, securitization investments of $1.28 billion, MSRs of $331.9 million and $423.2 million of other assets not encumbered by any portion of secured indebtedness. Our unencumbered assets to unsecured debt ratio was 1.58x at March 31, 2026, compared to the required minimum of 1.20x. Agency Business Requirements. The Agency Business is subject to supervision by certain regulatory agencies. Among other things, these agencies require us to meet certain minimum net worth, operational liquidity and restricted liquidity collateral requirements, purchase and loss obligations and compliance with reporting requirements. Our adjusted net worth and operational liquidity exceeded the agencies’ requirements at March 31, 2026. Our restricted liquidity and purchase and loss obligations were satisfied with letters of credit totaling $75.0 million and cash. See Note 14 for details about our performance regarding these requirements. We also enter into contractual commitments with borrowers providing rate lock commitments while simultaneously entering into forward sale commitments with investors. These commitments are outstanding for short periods of time (generally less than 60 days) and are described in Note 12. 55 Table of Contents Debt Facilities. We maintain various forms of short-term and long-term financing arrangements. Borrowings underlying these arrangements are primarily secured by a significant amount of our loans and investments and substantially all our loans held-for-sale. The following is a summary of our debt facilities ($ in thousands): Debt Instruments March 31, 2026 Commitment UPB (1) Available Maturity Dates (2) Structured Business Credit and repurchase facilities (3) $ 7,738,720 $ 4,552,686 $ 3,186,034 2026 - 2029 Securitized debt (4) 3,953,223 3,953,223 — 2026 - 2030 Senior unsecured notes 2,050,000 2,050,000 — 2026 - 2030 Junior subordinated notes 154,336 154,336 — 2034 - 2037 Notes payable - real estate owned 253,189 253,189 — 2026 - 2027 Structured Business total 14,149,468 10,963,434 3,186,034 Agency Business Credit and repurchase facilities (3)(5) 1,775,000 425,171 1,349,829 2026 - 2027 Consolidated total $ 15,924,468 $ 11,388,605 $ 4,535,863 ________________________ (1) Excludes the impact of deferred financing costs. (2) See Note 14 for a breakdown of debt maturities by year. These maturity dates exclude extension options. (3) Commitment totals include available overadvances. (4) Maturity dates represent the weighted average remaining maturity based on the underlying collateral at March 31, 2026. (5) The $750 million As Soon as Pooled ® Plus (“ASAP”) agreement we have with Fannie Mae has no expiration date. We utilize our credit and repurchase facilities primarily to finance our loan originations on a short-term basis prior to loan securitizations, including through CLOs. The timing, size and frequency of our securitizations impact the balances of these borrowings and produce some fluctuations. The following table provides additional information regarding the balances of our borrowings ($ in thousands): Quarter Ended Quarterly Average UPB End of Period UPB Maximum UPB at Any Month End March 31, 2026 $ 5,005,616 $ 4,977,857 $ 5,319,936 December 31, 2025 4,917,924 5,161,707 5,556,285 September 30, 2025 4,633,344 4,133,965 5,553,722 June 30, 2025 4,846,239 4,730,120 4,922,270 March 31, 2025 3,609,646 4,791,967 4,803,572 Our debt facilities, including their restrictive covenants, are described in Note 10. Off-Balance Sheet Arrangements. At March 31, 2026, we had no off-balance sheet arrangements. Inflation. During 2025, the Federal Reserve lowered the federal funds rate three times for an aggregate 75-basis point reduction. Current market expectations generally contemplate the potential for an additional rate cut in the fourth quarter of 2026, but those expectations may abate if impacts from recent geopolitical events have a longer lasting effect on the economic environment and inflationary measurements. However, the elevated rate environment has persisted longer than anticipated and could persist even longer if inflation and other key economic indicators do not align with the Federal Reserve’s expectations. While short-term rates have declined, long-term rates remain volatile following the current administration’s adoption of increased tariffs, related litigation, geopolitical developments, including the conflict in Iran, and broader macroeconomic uncertainty. Expectations for long-term rates in 2026 remain mixed, reflecting uncertainty around long-term inflation, fiscal policy, increased federal spending and larger deficits, including the effects of the OBBBA. Accordingly, it remains difficult to predict where short- and long-term rates will settle during 2026. This prolonged rate environment has resulted, and may continue to result, in higher payment delinquencies and defaults, more loan modifications and foreclosures and declines in real estate values in certain asset classes, which have adversely affected, and may continue to adversely affect, our results of operations, financial condition, business prospects, liquidity and ability to make distributions to stockholders. It has also made it more difficult to resolve delinquent loans, contributing to additional foreclosures and REO assets on our balance sheet, all of which could have a further material adverse effect on our business. For additional details, see “Current Market Conditions, Risks and Recent Trends” above and “Quantitative and Qualitative Disclosures about Market Risk” below. 56 Table of Contents Contractual Obligations. During the three months ended March 31, 2026, the following significant changes were made to our contractual obligations disclosed in our 2025 Annual Report: • Closed CLO 21 totaling $762.6 million of notes issued, of which $88.6 million of notes were retained by us; • Entered into a new $300.0 million credit facility; • Paid down outstanding notes on existing securitizations totaling $248.4 million; and • In April 2026, we redeemed our 5.00% senior notes totaling $175.0 million at maturity. Refer to Note 14 for a description of our debt maturities by year and unfunded commitments at March 31, 2026. Derivative Financial Instruments We enter into derivative financial instruments in the normal course of business to manage the potential loss exposure caused by fluctuations of interest rates. See Note 12 for details. Critical Accounting Policies Refer to Note 2 of the Notes to Consolidated Financial Statements in our 2025 Annual Report for a discussion of our critical accounting policies. During the three months ended March 31, 2026, there were no material changes to these policies. Non-GAAP Financial Measures Distributable Earnings. We are presenting distributable earnings because we believe it is an important supplemental measure of our operating performance and is useful to investors, analysts and other parties in the evaluation of REITs and their ability to provide dividends to stockholders. Dividends are one of the principal reasons investors invest in REITs. To maintain REIT status, REITs are required to distribute at least 90% of their REIT-taxable income. We consider distributable earnings in determining our quarterly dividend and believe that, over time, distributable earnings is a useful indicator of our dividends per share. We define distributable earnings as net income (loss) attributable to common stockholders computed in accordance with GAAP, adjusted for accounting items such as depreciation and amortization (adjusted for unconsolidated joint ventures), non-cash stock-based compensation expense, income from MSRs, amortization and write-offs of MSRs, gains/losses on derivative instruments primarily associated with Private Label loans not yet sold and securitized, changes in fair value of GSE-related derivatives that temporarily flow through earnings, deferred tax provision (benefit), CECL provisions for credit losses (adjusted for realized losses as described below), and gains/losses on the receipt of real estate from the settlement of loans (prior to the sale of the real estate). We also add back one-time charges such as acquisition costs and one-time gains/losses on the early extinguishment of debt and redemption of preferred stock. We reduce distributable earnings for realized losses in the period we determine that a loan is deemed nonrecoverable in whole or in part. Loans are deemed nonrecoverable upon the earlier of: (1) when the loan receivable is settled (i.e., when the loan is repaid, or in the case of foreclosure, when the underlying asset is sold); or (2) when we determine that it is nearly certain that all amounts due will not be collected. The realized loss amount is equal to the difference between the cash received, or expected to be received, and the book value of the asset. Distributable earnings is not intended to be an indication of our cash flows from operating activities (determined in accordance with GAAP) or a measure of our liquidity, nor is it entirely indicative of funding our cash needs, including our ability to make cash distributions. Our calculation of distributable earnings may be different from the calculations used by other companies and, therefore, comparability may be limited. 57 Table of Contents Distributable earnings are as follows ($ in thousands, except share and per share data): Three Months Ended March 31, 2026 2025 Net income attributable to common stockholders $ 629 $ 30,438 Adjustments: Net income attributable to noncontrolling interest 52 2,602 Income from mortgage servicing rights (9,660) (8,131) Deferred tax benefit (2,580) (137) Amortization and write-offs of MSRs 19,340 20,864 Depreciation and amortization 7,814 4,568 Loss on extinguishment of debt — 2,319 Provision for credit losses, net (20,878) 756 Loss (gain) on derivative instruments, net 1,298 (4,697) Loss on real estate 12,529 2,810 Stock-based compensation 5,904 5,935 Distributable earnings (1) $ 14,448 $ 57,327 Diluted weighted average shares outstanding (1)(2) 211,735,731 206,862,320 Diluted distributable earnings per share (1) $ 0.07 $ 0.28 ________________________ (1) Amounts are attributable to common stockholders and OP Unit holders. The OP Units are redeemable for cash, or at our option for shares of our common stock on a one-for-one basis. (2) The diluted weighted average shares outstanding are adjusted to exclude the potential shares issuable upon conversion and settlement of our convertible senior notes principal balance, which were fully settled in the third quarter of 2025. No adjustment was necessary for the three months ended March 31, 2025, as their effect was anti-dilutive and not reflected in the diluted weighted average shares outstanding.