ADAMAS TRUST, INC. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures. An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2023. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2023. Management’s Report on Internal Control Over Financial Reporting . Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the reliability, preparation and fair presentation of published financial statements in accordance with GAAP. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (the “COSO framework”). Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2023. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Annual Report on Form 10-K and is incorporated by reference herein. Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls. Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. 121 Table of Contents Item 9B. OTHER INFORMATION None. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 122 Table of Contents PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item is included in our Proxy Statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023 (the “2024 Proxy Statement”) and is incorporated herein by reference. Item 11. EXECUTIVE COMPENSATION The information required by this item is included in the 2024 Proxy Statement and is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Except as set forth below, the information required by this item is included in the 2024 Proxy Statement and is incorporated herein by reference. The information presented under the heading “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Securities Authorized for Issuance Under Equity Compensation Plans” in Item 5 of Part II of this Form 10-K is incorporated herein by reference. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is included in the 2024 Proxy Statement and is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is included in the 2024 Proxy Statement and is incorporated herein by reference. 123 Table of Contents PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements. See the accompanying Index to Financial Statement Schedule on Page F-1. (b) Exhibits. EXHIBIT INDEX Exhibits: The exhibits required by Item 601 of Regulation S-K are listed below. Exhibit Description 3.1 Articles of Amendment and Restatement of the Company, as amended (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2023). 3.2 Third Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2022). 3.3 Articles Supplementary designating the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 31, 2013). 3.4 Articles Supplementary classifying and designating 2,550,000 additional shares of the Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2015). 3.5 Articles Supplementary classifying and designating the Company’s 7.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) (Incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 21, 2015). 3.6 Articles Supplementary classifying and designating the Company’s 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017). 3.7 Articles Supplementary classifying and designating 2,460,000 additional shares of the Series C Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019). 3.8 Articles Supplementary classifying and designating 2,650,000 additional shares of the Series D Preferred Stock (Incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019). 3.9 Articles Supplementary classifying and designating the Company's 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series E Preferred Stock”) (Incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 15, 2019). 3.10 Articles Supplementary classifying and designating 3,000,000 additional shares of the Series E Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019). 124 Table of Contents 3.11 Articles Supplementary classifying and designating the Company’s 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series F Preferred Stock”) (Incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 6, 2021). 3.12 Articles Supplementary reclassifying and designating 6,600,000 authorized but unissued shares of the Series C Preferred Stock as additional shares of undesignated preferred stock, $0.01 par value per share, of the Company (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2021). 3.13 Articles Supplementary classifying and designating 2,000,000 additional shares of the Series F Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2021). 3.14 Articles Supplementary classifying and designating the Company’s 7.000% Series G Cumulative Redeemable Preferred Stock (the “Series G Preferred Stock”) (Incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 23, 2021). 3.15 Articles Supplementary reclassifying and designating 6,000,000 authorized but unissued shares of the Series B Preferred Stock as additional shares of undesignated preferred stock, $0.01 par value per share, of the Company (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021). 3.16 Articles Supplementary classifying and designating 2,000,000 additional shares of the Series G Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2022). 4.1 Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (Registration No. 333-111668) filed with the Securities and Exchange Commission on June 18, 2004). 4.2 Form of Certificate representing the Series D Preferred Stock (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017). 4.3 Form of Certificate representing the Series E Preferred Stock (Incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 15, 2019). 4.4 Form of Certificate representing the Series F Preferred Stock (Incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 6, 2021). 4.5 Form of Certificate representing the Series G Preferred Stock (Incorporated by reference to Exhibit 3.11 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 23, 2021). 4.6 Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017). 4.7 Indenture, dated as of April 27, 2021, between the Company and UMB Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2021). 4.8 Form of 5.75% Senior Notes due 2026 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2021). Certain instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company hereby undertakes to furnish to the Securities and Exchange Commission, upon request, copies of any such instruments . 4.9 Description of the Company’s securities under Section 12 of the Exchange Act.* 125 Table of Contents 10.1 The Company's 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2017).† 10.2 Amendment No. 1 to the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2019).† 10.3 Amendment No. 2 to the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2021).† 10.4 Form of Restricted Stock Award Agreement for Officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009).† 10.5 Form of Restricted Stock Award Agreement for Directors (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009).† 10.6 Employment Agreement, dated as of December 23, 2021, between the Company and Jason T. Serrano (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021).† 10.7 Employment Agreement, dated as of February 1, 2022, between the Company and Kristine R. Nario-Eng (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2022).† 10.8 Employment Agreement, dated as of December 13, 2022, between the Company and Nicholas Mah (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 14, 2022).† 10.9 The Company’s 2018 Annual Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2018).† 10.10 The Company's Amended and Restated 2019 Annual Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2019).† 10.11 Form of 2019 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2019).† 10.12 The Company’s 2020 Annual Incentive Plan (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020).† 10.13 Form of 2020 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020).† 10.14 Form of 2020 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020).† 10.15 Form of Restricted Stock Award Agreement for Employees (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020).† 10.16 Form of 2021 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2021).† 126 Table of Contents 10.17 Form of 2021 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2021).† 10.18 The Company’s 2021 Annual Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2021).† 10.19 Form of 2022 Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022).† 10.20 Form of 2022 Performance Stock Unit Award Agreement(Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022).† 10.21 Form of 2022 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022).† 10.22 The Company’s 2022 Annual Incentive Plan (Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022).† 10.23 Form of 2023 Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2023).† 10.24 Form of 2023 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2023).† 10.25 Form of 2023 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2023).† 10.26 The Company’s 2023 Annual Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2023).† 10.27 Separation and Consulting Agreement, dated as of April 26, 2023, by and between the Company and Nathan R. Reese (Incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2023).† 10.28 Form of 2024 Restricted Stock Award Agreement.*† 10.29 Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2020).† 10.30 Form of Change in Control Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2022).† 127 Table of Contents 21.1 List of Subsidiaries of the Registrant.* 23.1 Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP).* 31.1 Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation.*† 99.1 Equity Distribution Agreement, dated August 10, 2021, by and between the Company and B. Riley Securities, Inc. (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2021). 99.2 Equity Distribution Agreement, dated March 29, 2019, by and between the Company and JonesTrading Institutional Services LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019). 99.3 Amendment No. 1 to Equity Distribution Agreement, dated November 27, 2019, by and between the Company and JonesTrading Institutional Services LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019). 99.4 Amendment No. 2 to Equity Distribution Agreement, dated August 10, 2021, by and between the Company and JonesTrading Institutional Services LLC (Incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2021). 99.5 Amendment No. 3 to Equity Distribution Agreement, dated March 2, 2022, by and between the Company and JonesTrading Institutional Services LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange on March 2, 2022). 101.INS XBRL Instance Document *** 101.SCH Taxonomy Extension Schema Document *** 101.CAL Taxonomy Extension Calculation Linkbase Document *** 101.DE XBRL Taxonomy Extension Definition Linkbase Document *** 101.LAB Taxonomy Extension Label Linkbase Document *** 101.PRE Taxonomy Extension Presentation Linkbase Document *** 104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document † Management contract or compensatory plan or arrangement. * Filed herewith. ** Furnished herewith. Such certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 128 Table of Contents *** Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2023 and 2022; (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021; and (vi) Notes to Consolidated Financial Statements. 129 Table of Contents Item 16. FORM 10-K SUMMARY None. 130 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NEW YORK MORTGAGE TRUST, INC. Date: February 23, 2024 By: /s/ Jason T. Serrano Jason T. Serrano Chief Executive Officer (Principal Executive Officer) Date: February 23, 2024 By: /s/ Kristine R. Nario-Eng Kristine R. Nario-Eng Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jason T. Serrano Chief Executive Officer and Director February 23, 2024 Jason T. Serrano (Principal Executive Officer) /s/ Kristine R. Nario-Eng Chief Financial Officer February 23, 2024 Kristine R. Nario-Eng (Principal Financial and Accounting Officer) /s/ Steven R. Mumma Chairman of the Board February 23, 2024 Steven R. Mumma /s/ Eugenia R. Cheng Director February 23, 2024 Eugenia R. Cheng /s/ Michael B. Clement Director February 23, 2024 Michael B. Clement /s/ Audrey E. Greenberg Director February 23, 2024 Audrey E. Greenberg /s/ Steven G. Norcutt Director February 23, 2024 Steven G. Norcutt /s/ Lisa A. Pendergast Director February 23, 2024 Lisa A. Pendergast 131 NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM For Inclusion in Form 10-K Filed with United States Securities and Exchange Commission December 31, 2023 F-1 NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES Index to Consolidated Financial Statements FINANCIAL STATEMENTS: PAGE Reports of Independent Registered Public Accounting Firm (PCAOB ID: 248 ) F- 2 Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive (Loss) Income F- 7 Consolidated Statements of Changes in Stockholders' Equity F- 8 Consolidated Statements of Cash Flows F- 10 Notes to Consolidated Financial Statements F- 12 Note 1. Organization F- 13 Note 2. Summary of Significant Accounting Policies F- 14 Note 3. Residential Loans, at Fair Value F- 24 Note 4 . Investment Securities Available For Sale, at Fair Value F- 26 Note 5 . Multi-family Loans, at Fair Value F- 29 Note 6. Equity Investments , at Fair Value F- 30 Note 7. Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) F- 35 Note 8. Real Estate, Net F- 43 Note 9. A ssets and Liabilities of Disposal Group Held for Sale F- 45 Note 10. Derivative Instruments and Hedging Activities F- 47 Note 11. Other Assets and Other Liabilities F- 51 Note 12. Repurchase Agreements F- 52 Note 13. Collateralized Debt Obligations F- 55 Note 14. Debt F- 56 Note 15. Commitments and Contingencies F- 59 Note 16. Fair Value of Financial Instruments F- 60 Note 17. Stockholders' Equity F- 70 Note 18. ( Loss ) Earnings Per Common Share F- 76 Note 19. Stock Based Compensation F- 77 Note 20. Income Taxes F- 80 Note 21. Net Interest Income F- 82 Note 22. Other Income F- 83 Note 23. Subsequent Events F- 84 Schedule III - Real Estate and Accumulated Depreciation F- 85 Schedule IV - Mortgage Loans on Real Estate F- 88 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders New York Mortgage Trust, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of New York Mortgage Trust, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 23, 2024 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Fair value measurements of Residential Loans As described further in Notes 2 and 3 to the financial statements, the Company holds residential loans, including performing, re-performing and non-performing residential loans and business purpose loans (“Residential Loans”), which are recorded at fair value, using a fair value option election on a recurring basis. The Company determines the fair value measurement after considering valuations obtained from a third party that specializes in providing valuations of residential loans. We identified the fair value measurement of Residential Loans as a critical audit matter. The principal considerations for our determination that the fair value measurement of Residential Loans was a critical audit matter are that the assets are priced using unobservable inputs. As such, the fair value measurement requires management to make complex judgments in order to identify and select the appropriate model and significant assumptions, which may include forecast prepayment rates, default rates, discount rates and rates for loss upon default, collateral values and collateral disposal costs. In addition, the fair value measurements of Residential Loans are highly sensitive to changes in the significant assumptions and underlying market conditions and are material to the financial statements. As a result, obtaining sufficient appropriate audit evidence related to the fair value measurement required significant auditor subjectivity. F-2 Our audit procedures related to the fair value measurement of Residential Loans included the following, among others. We tested the design and operating effectiveness of relevant controls performed by management relating to the fair value measurement of Residential Loans. We also involved a valuation specialist to independently determine the fair value measurement of the Residential Loans and compared them to management’s fair value measurement for reasonableness and tested the accuracy of the inputs used by management in the fair value measurement. Fair value measurements of certain interest only and first loss subordinated securities issued by a Freddie Mac-sponsored residential loan securitization entity (“Consolidated SLST”) holding residential loans As described further in Notes 2 and 3 to the financial statements, the Company owns investment securities, including interest only and first loss subordinated securities which are recorded at fair value on a recurring basis. Some of these investment securities result in the consolidation of the underlying securitization entity as required by Accounting Standards Codification 810, Consolidation . The Company has elected to account for the consolidated securitization entity as Collateralized Finance Entity (“CFE”) and has elected to measure the financial assets of its CFE using the fair value of the financial liabilities issued by that entity, which management has determined to be more observable. The interest only and first loss subordinated securities issued by Consolidated SLST, are priced individually by the Company utilizing market comparable pricing and discounted cash flow analysis valuation techniques. We identified the fair value measurement of these interest only and first loss subordinated securities in Consolidated SLST (“SLST Investments”) as a critical audit matter. The principal considerations for our determination that the fair value measurement of the SLST Investments is a critical audit matter are that there is limited observable market data available for these SLST Investments. As such, the fair value measurement requires management to make complex judgments in order to identify and select the significant assumptions, which may include the discount rate, prepayment rate, default rate and loss severity. In addition, the fair value measurements of the SLST Investments are highly sensitive to changes in the significant assumptions and underlying market conditions and are material to the financial statements. As a result, obtaining sufficient appropriate audit evidence related to the fair value measurement required significant auditor subjectivity. Our audit procedures related to the fair value measurement of SLST Investments included the following, among others. We tested the design and operating effectiveness of relevant controls performed by management relating to the fair value measurement of the SLST Investments. We also involved a valuation specialist to independently determine the fair value measurement of the SLST Investments and compared them to management’s fair value measurement for reasonableness. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2009. New York, New York February 23, 2024 F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders New York Mortgage Trust, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of New York Mortgage Trust, Inc. (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 23, 2024 expressed an unqualified opinion on those financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ GRANT THORNTON LLP New York, New York February 23, 2024 F-4 Table of Contents NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except share data) December 31, 2023 December 31, 2022 ASSETS Residential loans, at fair value $ 3,084,303 $ 3,525,080 Investment securities available for sale, at fair value 2,013,817 99,559 Multi-family loans, at fair value 95,792 87,534 Equity investments, at fair value 147,116 179,746 Cash and cash equivalents 187,107 244,718 Real estate, net 1,131,819 692,968 Assets of disposal group held for sale 426,017 1,151,784 Other assets 315,357 259,356 Total Assets (1) $ 7,401,328 $ 6,240,745 LIABILITIES AND EQUITY Liabilities: Repurchase agreements $ 2,471,113 $ 737,023 Collateralized debt obligations ($ 593,737 at fair value and $ 1,276,780 at amortized cost, net as of December 31, 2023 and $ 634,495 at fair value and $ 1,468,222 at amortized cost, net as of December 31, 2022) 1,870,517 2,102,717 Senior unsecured notes 98,111 97,384 Subordinated debentures 45,000 45,000 Mortgages payable on real estate, net 784,421 394,707 Liabilities of disposal group held for sale 386,024 883,812 Other liabilities 118,016 115,991 Total liabilities (1) 5,773,202 4,376,634 Commitments and Contingencies (See Note 15) Redeemable Non-Controlling Interest in Consolidated Variable Interest Entities 28,061 63,803 Stockholders' Equity: Preferred stock, par value $ 0.01 per share, 31,500,000 shares authorized, 22,164,414 and 22,284,994 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively ($ 554,110 and $ 557,125 aggregate liquidation preference as of December 31, 2023 and December 31, 2022, respectively) 535,445 538,351 Common stock, par value $ 0.01 per share, 200,000,000 shares authorized, 90,675,403 and 91,193,688 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively 907 912 Additional paid-in capital 2,297,081 2,282,691 Accumulated other comprehensive loss ( 4 ) ( 1,970 ) Accumulated deficit ( 1,253,817 ) ( 1,052,768 ) Company's stockholders' equity 1,579,612 1,767,216 Non-controlling interests 20,453 33,092 Total equity 1,600,065 1,800,308 Total Liabilities and Equity $ 7,401,328 $ 6,240,745 (1) Our consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”) as the Company is the primary beneficiary of these VIEs. As of December 31, 2023 and December 31, 2022, assets of consolidated VIEs totaled $ 3,816,777 and $ 4,261,097 , respectively, and the liabilities of consolidated VIEs totaled $ 3,076,818 and $ 3,403,257 , respectively. See Note 7 for further discussion. The accompanying notes are an integral part of the consolidated financial statements. F-5 Table of Contents NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share data) For the Years Ended December 31, 2023 2022 2021 NET INTEREST INCOME: Interest income $ 258,660 $ 258,388 $ 206,866 Interest expense 192,134 129,419 79,284 Total net interest income 66,526 128,969 127,582 NET LOSS FROM REAL ESTATE: Rental income 141,057 126,293 14,303 Other real estate income 30,717 15,363 927 Total income from real estate 171,774 141,656 15,230 Interest expense, mortgages payable on real estate 90,221 56,011 3,964 Depreciation and amortization 24,620 126,824 19,250 Other real estate expenses 88,235 72,400 9,599 Total expenses related to real estate 203,076 255,235 32,813 Total net loss from real estate ( 31,302 ) ( 113,579 ) ( 17,583 ) OTHER (LOSS) INCOME: Realized (losses) gains, net ( 27,059 ) 26,625 21,451 Unrealized gains (losses), net 97,196 ( 347,363 ) 95,649 (Losses) gains on derivative instruments, net ( 26,378 ) 27,206 — Income from equity investments 17,785 15,074 33,896 Impairment of real estate ( 89,548 ) ( 2,449 ) — Loss on reclassification of disposal group ( 16,163 ) — — Other income 4,736 18,738 5,515 Total other (loss) income ( 39,431 ) ( 262,169 ) 156,511 GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES: General and administrative expenses 49,565 52,440 48,908 Portfolio operating expenses 23,952 40,888 26,668 Total general, administrative and operating expenses 73,517 93,328 75,576 (LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES ( 77,724 ) ( 340,107 ) 190,934 Income tax expense 75 542 2,458 NET (LOSS) INCOME ( 77,799 ) ( 340,649 ) 188,476 Net loss attributable to non-controlling interests 29,134 42,044 4,724 NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY ( 48,665 ) ( 298,605 ) 193,200 Preferred stock dividends ( 41,837 ) ( 41,972 ) ( 42,859 ) Gain on repurchase of preferred stock 467 — — Preferred stock redemption charge — — ( 6,165 ) NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $ ( 90,035 ) $ ( 340,577 ) $ 144,176 Basic (loss) earnings per common share $ ( 0.99 ) $ ( 3.61 ) $ 1.52 Diluted (loss) earnings per common share $ ( 0.99 ) $ ( 3.61 ) $ 1.51 Weighted average shares outstanding-basic 91,042 94,322 94,808 Weighted average shares outstanding-diluted 91,042 94,322 95,242 The accompanying notes are an integral part of the consolidated financial statements. F-6 Table of Contents NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Dollar amounts in thousands) For the Years Ended December 31, 2023 2022 2021 NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $ ( 90,035 ) $ ( 340,577 ) $ 144,176 OTHER COMPREHENSIVE INCOME (LOSS) Increase (decrease) in fair value of available for sale securities 144 ( 3,748 ) 4,749 Reclassification adjustment for net loss (gain) included in net (loss) income 1,822 — ( 3,965 ) TOTAL OTHER COMPREHENSIVE INCOME (LOSS) 1,966 ( 3,748 ) 784 COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $ ( 88,069 ) $ ( 344,325 ) $ 144,960 The accompanying notes are an integral part of the consolidated financial statements. F-7 Table of Contents NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Years Ended December 31, 2023, 2022 and 2021 (Dollar amounts in thousands) Common Stock Preferred Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total Company Stockholders' Equity Non-Controlling Interest in Consolidated VIE Total Balance, December 31, 2020 $ 945 $ 504,765 $ 2,345,766 $ ( 551,268 ) $ 994 $ 2,301,202 $ 6,371 $ 2,307,573 Net income (loss) ($( 704 ) allocated to redeemable non-controlling interest) — — — 193,200 — 193,200 ( 4,020 ) 189,180 Preferred stock issuance, net — 210,738 — — — 210,738 — 210,738 Preferred stock redemption — ( 177,282 ) — ( 6,165 ) — ( 183,447 ) — ( 183,447 ) Stock based compensation expense, net 4 — 10,235 — — 10,239 — 10,239 Dividends declared on common stock — — — ( 151,749 ) — ( 151,749 ) — ( 151,749 ) Dividends declared on preferred stock — — — ( 42,859 ) — ( 42,859 ) — ( 42,859 ) Dividends attributable to dividend equivalents — — — ( 497 ) — ( 497 ) — ( 497 ) Reclassification adjustment for net gain included in net income — — — — ( 3,965 ) ( 3,965 ) — ( 3,965 ) Increase in fair value of available for sale securities — — — — 4,749 4,749 — 4,749 Increase in non-controlling interest related to initial consolidation of VIEs — — — — — — 25,509 25,509 Decrease in non-controlling interest related to redemptions by and distributions from Consolidated VIEs — — 3,420 — — 3,420 ( 3,501 ) ( 81 ) Balance, December 31, 2021 $ 949 $ 538,221 $ 2,359,421 $ ( 559,338 ) $ 1,778 $ 2,341,031 $ 24,359 $ 2,365,390 Net loss ($( 38,190 ) allocated to redeemable non-controlling interest) $ — $ — $ — $ ( 298,605 ) $ — $ ( 298,605 ) $ ( 3,854 ) $ ( 302,459 ) Preferred stock issuance, net — 130 — — — 130 — 130 Common stock repurchases ( 42 ) — ( 44,357 ) — — ( 44,399 ) — ( 44,399 ) Stock based compensation expense, net 5 — 11,890 — — 11,895 — 11,895 Dividends declared on common stock — — — ( 150,232 ) — ( 150,232 ) — ( 150,232 ) Dividends declared on preferred stock — — — ( 41,972 ) — ( 41,972 ) — ( 41,972 ) Dividends attributable to dividend equivalents — — — ( 2,621 ) — ( 2,621 ) — ( 2,621 ) Decrease in fair value of available for sale securities — — — — ( 3,748 ) ( 3,748 ) — ( 3,748 ) Increase in non-controlling interest related to initial consolidation of VIEs — — — — — — 16,293 16,293 F-8 Table of Contents Contributions from non-controlling interests — — ( 26 ) — — ( 26 ) 505 479 Decrease in non-controlling interest related to distributions from Consolidated VIEs — — — — — — ( 4,211 ) ( 4,211 ) Adjustment of redeemable non-controlling interest to estimated redemption value — — ( 44,237 ) — — ( 44,237 ) — ( 44,237 ) Balance, December 31, 2022 $ 912 $ 538,351 $ 2,282,691 $ ( 1,052,768 ) $ ( 1,970 ) $ 1,767,216 $ 33,092 $ 1,800,308 Net loss ($( 17,067 ) allocated to redeemable non-controlling interest) $ — $ — $ — $ ( 48,665 ) $ — $ ( 48,665 ) $ ( 12,067 ) $ ( 60,732 ) Common stock repurchases ( 9 ) — ( 8,606 ) — — ( 8,615 ) — ( 8,615 ) Preferred stock repurchases — ( 2,906 ) — 467 — ( 2,439 ) — ( 2,439 ) Stock based compensation expense, net 4 — 8,821 — — 8,825 — 8,825 Dividends declared on common stock — — — ( 109,279 ) — ( 109,279 ) — ( 109,279 ) Dividends declared on preferred stock — — — ( 41,837 ) — ( 41,837 ) — ( 41,837 ) Dividends attributable to dividend equivalents — — — ( 1,735 ) — ( 1,735 ) — ( 1,735 ) Reclassification adjustment for net loss included in net loss — — — — 1,822 1,822 — 1,822 Increase in fair value of available for sale securities — — — — 144 144 — 144 Increase in non-controlling interest related to initial consolidation of VIEs — — — — — — 3,790 3,790 Contributions of non-controlling interest in Consolidated VIEs — — — — — — 997 997 Decrease in non-controlling interest related to distributions from Consolidated VIEs — — — — — — ( 5,359 ) ( 5,359 ) Adjustment of redeemable non-controlling interest to estimated redemption value — — 14,175 — — 14,175 — 14,175 Balance, December 31, 2023 $ 907 $ 535,445 $ 2,297,081 $ ( 1,253,817 ) $ ( 4 ) $ 1,579,612 $ 20,453 $ 1,600,065 The accompanying notes are an integral part of the consolidated financial statements. F-9 Table of Contents NEW YORK MORTGAGE TRUST, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollar amounts in thousands) For the Years Ended December 31, 2023 2022 2021 Cash Flows from Operating Activities: Net (loss) income $ ( 77,799 ) $ ( 340,649 ) $ 188,476 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Net amortization 27,500 26,137 32,136 Depreciation and amortization expense related to operating real estate 24,620 126,824 19,250 Realized losses (gains), net 27,059 ( 26,625 ) ( 21,451 ) Unrealized (gains) losses, net ( 97,196 ) 347,363 ( 95,649 ) Losses (gains) on derivative investments, net 26,378 ( 27,206 ) — (Gain) loss on sale of real estate ( 4,763 ) ( 17,132 ) 157 Impairment of real estate 89,548 2,449 — Loss on reclassification of disposal group 16,163 — — Loss (gain) on extinguishment of collateralized debt obligations and mortgages payable on real estate 796 ( 2,214 ) 1,583 Income from preferred equity, mezzanine loan and equity investments ( 28,774 ) ( 30,162 ) ( 54,507 ) Distributions of income from preferred equity, mezzanine loan and equity investments 26,076 49,832 62,375 Stock based compensation expense, net 8,825 11,895 10,239 Cash reclassified to assets of disposal group held for sale 8,267 ( 13,944 ) — Changes in operating assets and liabilities ( 16,747 ) ( 14,785 ) ( 3,697 ) Net cash provided by operating activities 29,953 91,783 138,912 Cash Flows from Investing Activities: Proceeds from sales of investment securities 64,690 85,437 432,585 Principal paydowns received on investment securities 56,459 24,680 143,996 Purchases of investment securities ( 2,014,385 ) ( 24,879 ) ( 53,711 ) Principal repayments received on residential loans 1,062,247 1,361,040 1,063,267 Proceeds from sales of residential loans 25,144 — 77,127 Purchases of residential loans ( 612,784 ) ( 1,738,474 ) ( 1,581,094 ) Principal repayments received on preferred equity and mezzanine loan investments 8,460 29,050 78,190 Return of capital from equity investments 74,275 60,055 123,138 Funding of preferred equity, mezzanine loan and equity investments ( 52,400 ) ( 28,086 ) ( 145,143 ) Funding of joint venture investments in Consolidated VIEs — ( 177,570 ) ( 261,162 ) Net variation margin paid for derivative instruments ( 27,447 ) — — Net payments received from derivative instruments 24,215 1,881 — Cash received from initial consolidation of VIEs 102 6,897 27,907 Net proceeds from sale of real estate 221,968 100,666 8,108 Purchases of and capital expenditures on real estate ( 50,412 ) ( 209,372 ) ( 46,059 ) Purchases of other assets ( 63 ) ( 100 ) ( 98 ) Net cash used in investing activities ( 1,219,931 ) ( 508,775 ) ( 132,949 ) Cash Flows from Financing Activities: Net proceeds from repurchase agreements 1,730,366 179,033 146,852 Proceeds from issuance of senior unsecured notes, net — — 96,267 Proceeds from issuance of collateralized debt obligations, net — 969,986 433,241 Repurchases of common stock ( 8,615 ) ( 44,399 ) — Preferred stock issuance, net — — 210,738 Repurchases of preferred stock ( 2,439 ) — — Redemption of preferred stock — — ( 183,447 ) Dividends paid on common stock and dividend equivalents ( 128,801 ) ( 151,753 ) ( 151,616 ) Dividends paid on preferred stock ( 41,894 ) ( 41,404 ) ( 43,232 ) Repayment of convertible notes — ( 138,000 ) — Net distributions to non-controlling interests in Consolidated VIEs ( 8,377 ) ( 10,815 ) ( 81 ) Redemptions of redeemable non-controlling interest in Consolidated VIE ( 485 ) ( 2,015 ) — F-10 Table of Contents Payments made on and extinguishment of collateralized debt obligations ( 204,649 ) ( 188,914 ) ( 323,045 ) Payments made on Consolidated SLST CDOs ( 46,476 ) ( 114,847 ) ( 160,762 ) Net (payments made on) proceeds received from mortgages payable on real estate ( 148,948 ) 3,197 2,493 Net cash provided by financing activities 1,139,682 460,069 27,408 Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash ( 50,296 ) 43,077 33,371 Cash, Cash Equivalents and Restricted Cash - Beginning of Period 380,938 337,861 304,490 Cash, Cash Equivalents and Restricted Cash - End of Period $ 330,642 $ 380,938 $ 337,861 Supplemental Disclosure: Cash paid for interest $ 249,854 $ 161,251 $ 71,913 Cash paid for income taxes $ 225 $ 2,674 $ 296 Non-Cash Investment Activities: Consolidation of real estate held in Consolidated VIEs $ 54,439 $ 664,437 $ 926,756 Consolidation of mortgages payable on real estate held in Consolidated VIEs $ 45,142 $ 524,217 $ 669,647 Transfer from residential loans to real estate owned $ 42,485 $ 18,858 $ 4,133 Non-Cash Financing Activities: Dividends declared on common stock and dividend equivalents to be paid in subsequent period $ 21,716 $ 39,503 $ 38,404 Dividends declared on preferred stock to be paid in subsequent period $ 10,435 $ 10,493 $ 9,924 Redemption of non-controlling interest by Consolidated VIE $ — $ — $ 3,420 Cash, Cash Equivalents and Restricted Cash Reconciliation: Cash and cash equivalents $ 187,107 $ 244,718 $ 289,602 Restricted cash included in other assets 143,535 136,220 48,259 Total cash, cash equivalents, and restricted cash $ 330,642 $ 380,938 $ 337,861 The accompanying notes are an integral part of the consolidated financial statements. F-11 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 F-12 Table of Contents 1. Organization New York Mortgage Trust, Inc., together with its consolidated subsidiaries (“NYMT,” “we,” “our,” or the “Company”), is an internally-managed real estate investment trust ("REIT") in the business of acquiring, investing in, financing and managing primarily mortgage-related single-family and multi-family residential assets. Our objective is to deliver long-term stable distributions to our stockholders over changing economic conditions through a combination of net interest spread and capital gains from a diversified investment portfolio. Our investment portfolio includes credit sensitive single-family and multi-family assets, as well as more traditional types of fixed-income investments that provide coupon income, such as Agency RMBS. The Company conducts its business through the parent company, New York Mortgage Trust, Inc., and several subsidiaries, including taxable REIT subsidiaries (“TRSs”), qualified REIT subsidiaries (“QRSs”) and special purpose subsidiaries established for securitization purposes. The Company consolidates all of its subsidiaries under generally accepted accounting principles in the United States of America (“GAAP”). The Company is organized and conducts its operations to qualify as a REIT for U.S. federal income tax purposes. As such, the Company will generally not be subject to federal income taxes on that portion of its income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by the due date of its federal income tax return and complies with various other requirements. F-13 Table of Contents 2. Summary of Significant Accounting Policies Definitions – The following defines certain of the commonly used terms in these financial statements: “RMBS” refers to residential mortgage-backed securities backed by adjustable-rate, hybrid adjustable-rate, or fixed-rate residential loans; “Agency RMBS” refers to RMBS representing interests in or obligations backed by pools of residential loans guaranteed by a government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or an agency of the U.S. government, such as the Government National Mortgage Association (“Ginnie Mae”); “non-Agency RMBS” refers to RMBS that are not guaranteed by any agency of the U.S. Government or GSE; “IOs” refers collectively to interest only and inverse interest only mortgage-backed securities that represent the right to the interest component of the cash flow from a pool of mortgage loans; “POs” refers to mortgage-backed securities that represent the right to the principal component of the cash flow from a pool of mortgage loans; “ARMs” refers to adjustable-rate residential loans; “Agency ARMs” refers to Agency RMBS comprised of adjustable-rate and hybrid adjustable-rate RMBS; “Agency fixed-rate RMBS” refers to Agency RMBS comprised of fixed-rate RMBS; “ABS” refers to debt and/or equity tranches of securitizations backed by various asset classes including, but not limited to, automobiles, aircraft, credit cards, equipment, franchises, recreational vehicles and student loans; “CMBS” refers to commercial mortgage-backed securities comprised of commercial mortgage pass-through securities issued by a GSE, as well as PO, IO or mezzanine securities that represent the right to a specific component of the cash flow from a pool of commercial mortgage loans; “CDO” refers to collateralized debt obligation and includes debt that permanently finances the residential loans held in Consolidated SLST, the Company's residential loans held in securitization trusts and a non-Agency RMBS re-securitization that we consolidate, or consolidated, in our financial statements in accordance with GAAP; “business purpose loans” refers to (i) short-term loans that are collateralized by residential properties and are made to investors who intend to rehabilitate and sell the residential property for a profit or (ii) loans that finance (or refinance) non-owner occupied residential properties that are rented to one or more tenants; “Consolidated SLST” refers to a Freddie Mac-sponsored residential loan securitization, comprised of seasoned re-performing and non-performing residential loans, of which we own the first loss subordinated securities and certain IOs that we consolidate in our financial statements in accordance with GAAP; and “SOFR” refers to Secured Overnight Funding Rate. Basis of Presentation – On March 9, 2023, the Company effected a one-for-four reverse stock split of its issued, outstanding and authorized shares of common stock (the "Reverse Stock Split"). Accordingly, all common share and per common share data for all periods presented in these consolidated financial statements and notes thereto have been adjusted on a retroactive basis to reflect the impact of the Reverse Stock Split. The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management has made significant estimates in several areas, including fair valuation of its residential loans, multi-family loans, certain equity investments, Consolidated SLST CDOs, real estate held by Consolidated VIEs and redemption value of redeemable non-controlling interests in Consolidated VIEs. Although the Company’s estimates contemplate current conditions and how it expects those conditions to change in the future, it is reasonably possible that actual conditions could be different than anticipated in those estimates, which could materially impact the Company’s results of operations and its financial condition. Reclassifications – Certain prior period amounts have been reclassified on the accompanying consolidated financial statements to conform to current period presentation. In particular, prior period disclosures have been adjusted for the aforementioned Reverse Stock Split. F-14 Table of Contents Additionally, prior period disclosures have been conformed to the current period presentation of net loss from real estate. Beginning in the third quarter of 2023, the components of net loss from real estate, inclusive of rental income and other real estate income and interest expense, mortgages payable on real estate, depreciation and amortization and other real estate expenses, are presented as total net loss from real estate on the Company's consolidated statements of operations. Previously, rental income, other real estate income and total income from real estate was presented in other income (loss) and interest expense, mortgages payable on real estate, depreciation and amortization, other real estate expenses and total expenses related to real estate were presented in general, administrative and operating expenses on the Company's consolidated statements of operations. Prior to the fourth quarter of 2022, interest expense, mortgages payable on real estate was presented in interest expense and net interest income on the Company's consolidated statements of operations. Also beginning in the third quarter of 2023, unrealized gains (losses) and realized gains (losses) on derivative instruments are presented in gains (losses) on derivative instruments, net on the Company's consolidated statements of operations. Previously, unrealized gains (losses) on derivative instruments were presented in unrealized gains (losses), net and realized gains (losses) on derivative instruments were presented in realized gains (losses), net on the Company's consolidated statements of operations. Principles of Consolidation and Variable Interest Entities – The accompanying consolidated financial statements of the Company include the accounts of all its subsidiaries which are majority-owned, controlled by the Company or a variable interest entity (“VIE”) where the Company is the primary beneficiary. All significant intercompany accounts and transactions have been eliminated in consolidation ( see Note 7). A VIE is an entity that lacks one or more of the characteristics of a voting interest entity. A VIE is defined as an entity in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The Company consolidates a VIE in accordance with ASC 810, Consolidation ("ASC 810") when it is the primary beneficiary of such VIE, herein referred to as a “Consolidated VIE”. As primary beneficiary, the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. The Company is required to reconsider its evaluation of whether to consolidate a VIE each reporting period, based upon changes in the facts and circumstances pertaining to the VIE. The Company evaluates the initial consolidation of each Consolidated VIE, which includes a determination of whether the VIE constitutes the definition of a business in accordance with ASC 805, Business Combinations ("ASC 805"), by considering if substantially all of the fair value of the gross assets within the VIE are concentrated in either a single identifiable asset or group of single identifiable assets. Upon consolidation, the Company recognizes the assets acquired, the liabilities assumed, and any third-party ownership of membership interests as non-controlling interest as of the consolidation or acquisition date, measured at their relative fair values ( see Note 7 ). Non-controlling interest in Consolidated VIEs is adjusted prospectively for its share of the allocation of income or loss and equity contributions and distributions from each respective Consolidated VIE. The third-party owners of certain of the non-controlling interests in Consolidated VIEs have the ability to sell their ownership interests to the Company, at their election, subject to certain conditions. The Company has classified these third-party ownership interests as redeemable non-controlling interest in Consolidated VIEs in mezzanine equity on the accompanying consolidated balance sheets. See " Redeemable Non-Controlling Interest in Consolidated VIEs " below for further discussion of redeemable non-controlling interest in Consolidated VIEs. F-15 Table of Contents Residential Loans – The Company’s acquired residential loans, including performing, re-performing and non-performing residential loans and business purpose loans are presented at fair value on the accompanying consolidated balance sheets pursuant to a fair value option election in accordance with ASC 825, Financial Instruments (“ASC 825”). Changes in fair value are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations. Residential loans include seasoned re-performing and non-performing residential loans held in a Freddie Mac-sponsored residential loan securitization, of which we own the first loss subordinated securities and certain IOs issued by this securitization, and that we consolidate in our financial statements in accordance with GAAP (“Consolidated SLST”). Based on a number of factors, management determined that the Company was the primary beneficiary of Consolidated SLST and met the criteria for consolidation and, accordingly, has consolidated the securitization, including its assets, liabilities, income and expenses in our financial statements. The Company has elected the fair value option on each of the assets and liabilities held within Consolidated SLST, which requires that changes in valuations be reflected on the accompanying consolidated statements of operations. In accordance with ASC 810, the Company measures both the financial assets and financial liabilities of a qualifying consolidated collateralized financing entity (“CFE”) using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. As the related securitization trust is considered a qualifying CFE, the Company determines the fair value of the residential loans held in Consolidated SLST based on the fair value of its residential collateralized debt obligations and the Company's investment in the securitization (eliminated in consolidation in accordance with GAAP), as the fair value of these instruments is more observable. Interest income is accrued and recognized as revenue when earned according to the terms of the residential loans and when, in the opinion of management, it is collectible. Residential loans are considered past due when they are 30 days past their contractual due date, and are placed on nonaccrual status when delinquent for more than 90 days or when, in management's opinion, the interest is not collectible in the normal course of business. Interest accrued but not yet collected at the time loans are placed on nonaccrual status is reversed and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status. Loans are restored to accrual status only when contractually current or the collection of future payments is reasonably assured. Premiums and discounts associated with the purchase of residential loans are amortized or accreted into interest income over the life of the related loan using the effective interest method. Any premium amortization or discount accretion is reflected as a component of interest income on the accompanying consolidated statements of operations. Real estate owned property acquired through, or in lieu of, foreclosure of residential loans is initially recorded at fair value, and subsequently reported at the lower of its carrying amount or fair value (less estimated cost to sell). Changes in the fair value of a real estate owned property that has a fair value at or below its carrying amount are recorded in other (loss) income on our consolidated statements of operations. Fair values are determined using available market quotes, appraisals, broker price opinions, comparable properties, or other indications of value. Investment Securities Available for Sale – The Company’s investment securities, where the fair value option has not been elected and which are reported at fair value with unrealized gains and losses reported in Other Comprehensive Income (“OCI”), include non-Agency RMBS (collectively, "CECL Securities"). Beginning in the fourth quarter of 2019, the Company made a fair value election at the time of acquisition of newly purchased investment securities pursuant to ASC 825. The fair value option was elected for these investment securities to provide stockholders and others who rely on our financial statements with a more complete and accurate understanding of our economic performance. Changes in fair value of investment securities subject to the fair value election are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations. The Company generally intends to hold its investment securities until maturity; however, from time to time, it may sell any of its securities as part of the overall management of its business. As a result, our investment securities are classified as available for sale securities. Realized gains and losses recorded on the sale of investment securities available for sale are based on the specific identification method and included in realized gains (losses), net on the accompanying consolidated statements of operations. Interest income on our investment securities available for sale is accrued based on the outstanding principal balance and their contractual terms. Purchase premiums or discounts associated with Agency RMBS assessed as high credit quality at the time of purchase are amortized or accreted to interest income over the estimated life of these investment securities using the effective yield method. F-16 Table of Contents Interest income on certain of our credit sensitive securities that were purchased at a premium or discount to par value, such as certain of our non-Agency RMBS, CMBS and ABS that are of less than high credit quality, is recognized based on the security’s effective yield. The effective yield on these securities is based on management’s estimate of the projected cash flows from each security, which incorporates assumptions related to fluctuations in interest rates, prepayment speeds and the timing and amount of credit losses. On at least a quarterly basis, management reviews and, if appropriate, adjusts its cash flow projections based on input and analysis received from external sources, internal models, and its judgment about interest rates, prepayment rates, the timing and amount of credit losses, and other factors. Changes in cash flows from those originally projected, or from those estimated at the last evaluation, may result in a prospective change in the yield (or interest income) recognized on these securities. The Company accounts for investment securities that are of high credit quality (generally those rated AA or better by a Nationally Recognized Statistical Rating Organization, or NRSRO) at the date of acquisition in accordance with ASC 320-10, Investments - Debt and Equity Securities (“ASC 320-10”). The Company accounts for investment securities that are not of high credit quality (i.e., those whose risk of loss is more than remote) or securities that can be contractually prepaid such that we would not recover our initial investment at the date of acquisition in accordance with ASC 325-40, Investments - Beneficial Interests in Securitized Financial Assets (“ASC 325-40”). The Company considers credit ratings, the underlying credit risk and other market factors in determining whether the investment securities are of high credit quality; however, securities rated lower than AA or an equivalent rating are not considered of high credit quality and are accounted for in accordance with ASC 325-40. If ratings are inconsistent among NRSROs, the Company uses the lower rating in determining whether the securities are of high credit quality. When the fair value of a CECL security is less than its amortized cost as of the reporting balance sheet date, the security is considered impaired. If the Company intends to sell an impaired security, or it is more likely than not that it will be required to sell the impaired security before its anticipated recovery, the Company recognizes a loss through earnings equal to the difference between the investment’s amortized cost and its fair value and reduces the amortized cost basis to the fair value as of the balance sheet date. If the Company does not expect to sell an impaired security, it performs an analysis to determine if a portion of the impairment is a result of credit losses. The portion of the impairment related to credit losses (limited by the difference between the fair value and amortized cost basis) is recognized through earnings and a corresponding allowance for credit losses is established against the amortized cost basis. The remainder of the impairment is recognized as a component of other comprehensive income (loss) on the accompanying consolidated balance sheets and does not impact earnings. Subsequent changes in the allowance for credit losses are recorded through earnings with reversals limited to the previously recorded allowance for credit losses. The determination of whether a credit loss exists, and if so, the amount considered to be a credit loss is subjective, as such determinations are based on both observable and subjective information available at the time of assessment as well as the Company's estimates of the future performance and cash flow projections. As a result, the timing and amount of credit losses may constitute material estimates that are susceptible to significant change. In determining if a credit loss evaluation is required for securities that are impaired, the Company compares the present value of the remaining cash flows expected to be collected at the prior reporting date or purchase date, whichever is most recent, against the present value of the cash flows expected to be collected at the current financial reporting date. The Company considers information available about the past and expected future performance of underlying collateral, including timing of expected future cash flows, prepayment rates, default rates, loss severities and delinquency rates. Multi-Family Loans – Multi-family loans include preferred equity investments in, and mezzanine loans to, entities that have multi-family real estate assets. A preferred equity investment is an equity investment in the entity that owns the underlying property. Preferred equity is not secured by the underlying property, but holders have priority relative to common equity holders on cash flow distributions and proceeds from capital events. In addition, preferred equity holders may be able to enhance their position and protect their equity position with covenants that limit the entity’s activities and grant the holder the exclusive right to control the property after an event of default. Mezzanine loans are secured by a pledge of the borrower’s equity ownership in the property. Unlike a mortgage, this loan does not represent a lien on the property. Therefore, it is always junior and subordinate to any first lien as well as second liens, if applicable, on the property. These loans are senior to any preferred equity or common equity interests in the entity that owns the property. F-17 Table of Contents The Company has evaluated its preferred equity and mezzanine loan investments for accounting treatment as loans versus equity investments utilizing the guidance provided by the Acquisition, Development and Construction Arrangements Subsection of ASC 310, Receivables . Preferred equity and mezzanine loan investments, for which the characteristics, facts and circumstances indicate that loan accounting treatment is appropriate, are stated at fair value. The Company elected the fair value option for its preferred equity and mezzanine loan investments because the Company determined that such presentation represents the underlying economics of the respective investment. Changes in fair value are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations. Interest income is accrued and recognized as revenue when earned according to the terms of the loans and when, in the opinion of management, it is collectible. The accrual of interest on loans is discontinued when, in management’s opinion, the interest is not collectible in the normal course of business, but in all cases when payment becomes greater than 90 days delinquent. Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible. Fees or expenses related to the multi-family loans are recorded in total other income (loss). Preferred equity investments where the risks and payment characteristics are equivalent to an equity investment are included in Equity Investments below . Equity Investments – Non-controlling, unconsolidated ownership interests in an entity may be accounted for using the equity method or the cost method. In circumstances where the Company has a non-controlling interest but either owns a significant interest or is able to exert influence over the affairs of the enterprise, the Company utilizes the equity method of accounting. Under the equity method of accounting, the initial investment is increased each period for additional capital contributions and a proportionate share of the entity’s earnings or preferred return and decreased for cash distributions and a proportionate share of the entity’s losses. Equity investments also include certain of the Company's multi-family preferred equity investments where the risks and payment characteristics are equivalent to an equity investment. The Company records its equity in earnings or losses from these multi-family preferred equity investments under the hypothetical liquidation of book value method of accounting due to the structures and the preferences it receives on the distributions from these entities pursuant to the respective agreements. Under this method, the Company recognizes income or loss in each period based on the change in liquidation proceeds it would receive from a hypothetical liquidation of its investment. The Company has elected the fair value option for all equity investments. The Company elected the fair value option for its equity investments in entities that own interests (directly or indirectly) in multi-family or residential real estate assets or loans or entities that originate residential loans because the Company determined that such presentation represents the underlying economics of the respective investment. The Company records the change in fair value of its investment in income from equity investments on the accompanying consolidated statements of operations (see Note 6 ). Real Estate, Net – Upon the acquisition of real estate properties which do not constitute the definition of a business, the Company records its initial investments in income-producing real estate as asset acquisitions at fair value as of the acquisition date. The purchase price of acquired properties is apportioned to the tangible and identified intangible assets and liabilities, if any, acquired at their respective estimated fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective real estate, its own analysis of recently-acquired and existing comparable properties, property financial results, and other market data. The Company also considers information obtained about the real estate as a result of its due diligence, including marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired. The Company considers the value of acquired in-place leases and utilizes an amortization period that is the average remaining term of the acquired leases. Rental revenue is recognized when earned from residents of the Company's real estate properties over the terms of the rental agreements, typically a duration of one year or less. The Company evaluates the collectability of amounts due from residents and recognizes revenue from residents when collectability is deemed probable. Other property revenues are recognized in the period earned. Real Estate - Capitalization and Depreciation – The Company’s expenditures which directly relate to the acquisition, development, construction and improvement of properties are capitalized at cost. During the development period, which culminates once a property is substantially complete and ready for intended use, operating and carrying costs such as interest expense, real estate taxes, insurance and other direct costs are capitalized. Advertising and general administrative costs that do not relate to the development of a property are expensed as incurred. F-18 Table of Contents Betterments and certain costs directly related to the improvement of real estate after the development period are capitalized. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. The Company depreciates on a straight-line basis the building component of its real estate over a 30 -year estimated useful life, building and improvements over a 10 -year to 30 -year estimated useful life, and furniture, fixtures and equipment over a 5 -year to 7.5 -year estimated useful life, all of which are judgmental determinations. Real Estate - Impairment – The Company periodically evaluates its real estate assets for indicators of impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal and environmental concerns, as well as the Company’s ability and intent to hold each asset. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment is warranted. If impairment indicators exist for long-lived assets to be held and used, and the expected future undiscounted cash flows are less than the carrying amount of the asset, then the Company will record an impairment loss for the difference between the fair value of the asset and its carrying amount. If the asset is to be disposed of, then an impairment loss is recognized for the difference between the estimated fair value of the asset, net of selling costs, and its carrying amount. Held for Sale Determinations – The Company considers its real estate and joint venture equity investments in multi-family properties to be held for sale when the following criteria are met: (i) management commits to a plan to sell the investments, (ii) investments are available for sale immediately, (iii) the investments are actively being marketed for sale at a price that is reasonable in relation to their current fair value, (iv) the sale of the investments within one year is considered probable and (v) significant changes to the plan to sell are not expected. When real estate assets are identified as held for sale, the Company discontinues depreciating (amortizing) the assets and estimates the fair value, net of selling costs, of such assets. When joint venture investments are identified as held for sale, the Company transfers the related assets and liabilities to assets and liabilities of disposal group held for sale. Real estate held for sale (including real estate in disposal group held for sale) is recorded at the lower of the net carrying amount of the assets or the estimated net fair value. If the estimated net fair value of the real estate held for sale is less than the net carrying amount of the assets, an impairment of real estate charge is recorded in the consolidated statements of operations with an allocation to non-controlling interest in the respective Consolidated VIEs, if any. The Company assesses the net fair value of real estate held for sale in each reporting period that the assets remain classified as held for sale. Subsequent changes, if any, in the net fair value of the real estate assets held for sale that require an adjustment to the carrying amount are recorded in impairment of real estate in the consolidated statements of operations with an allocation to non-controlling interest in the respective Consolidated VIEs, if any, unless the adjustment causes the carrying amount of the assets to exceed the net carrying amount upon initial classification as held for sale. If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell any real estate or joint venture equity investments previously classified as held for sale, the assets and liabilities are reclassified to held and used. Real estate assets that are reclassified are measured at the lower of (a) their carrying amount before they were classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the assets remained in their previous classification, or (b) their fair value at the date of the subsequent decision not to sell the real estate or joint venture equity investment and adjustments, if any, are reported in loss on reclassification of disposal group in the consolidated statements of operations. Real Estate Sales – The Company accounts for its real estate sales in accordance with ASC 610-20, Other Income - Gains and Losses from Derecognition of Nonfinancial Assets ("ASC 610-20"), which applies to sales or transfers to noncustomers of nonfinancial or in substance nonfinancial assets that do not meet the definition of a business. Generally, The Company's sales of real estate would be considered a sale of a nonfinancial asset as defined in ASC 610-20. Under ASC 610-20, if the Company determines it does not have a controlling financial interest in the entity to which the real estate is transferred and the arrangement meets the criteria to be accounted for as a contract in accordance with ASC Topic 606, Revenue from Contracts with Customers , the Company derecognizes the asset and recognizes a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. Gain or loss on sale of real estate is included in other income (loss) in the consolidated statements of operations with an allocation to non-controlling interest in the respective Consolidated VIEs, if any. Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, amounts due from banks and overnight deposits. The Company maintains its cash and cash equivalents in highly rated financial institutions, and at times these balances exceed insurable amounts. F-19 Table of Contents Intangible Assets – Intangible assets consisting of acquired trade name, acquired technology and acquired in-place leases with useful lives ranging from 5 months to 10 years are included in other assets on the accompanying consolidated balance sheets. Intangible assets with estimable useful lives are amortized on a straight-line basis over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The useful lives of intangible assets are evaluated on an annual basis to determine whether events and circumstances warrant a revision to the remaining useful life. See " Real Estate, Net " for further discussion of acquired in-place lease intangible assets. Derivative Financial Instruments – The Company enters into various types of derivative financial instruments in connection with its risk management activities which are recorded on the accompanying consolidated balance sheets as assets or liabilities at fair value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Changes in fair value are accounted for depending on the use of the derivative financial instruments and whether they qualify for hedge accounting treatment. The Company elected not to apply hedge accounting for its derivative financial instruments; accordingly, all changes in fair value are reported on the accompanying consolidated statements of operations as gains (losses) on derivative instruments, net. The Company is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Primarily to help mitigate interest rate risk, the Company may enter into interest rate swaps. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate on a notional principal amount and receives a fixed-rate payment on the same notional principal, or vice versa, for a fixed period of time. Interest rate swaps change in value with movements in interest rates. All of the Company’s interest rate swaps are cleared through a central clearing house which requires that the Company post an initial margin amount determined by the central clearing house, which is generally intended to be set at a level sufficient to protect the exchange from the derivative financial instrument’s maximum estimated single-day price movement. The Company also exchanges variation margin based upon daily changes in fair value, as measured by the central clearing house. The exchange of variation margin is treated as a legal settlement of the exposure under the interest rate swap contract, as opposed to pledged collateral. Accordingly, the Company accounts for the receipt or payment of variation margin as a direct reduction to or increase in the carrying value of the interest rate swap asset or liability. The receipt or payment of initial margin is accounted for separate from the interest rate swap asset or liability and classified within restricted cash and included in other assets on the accompanying consolidated balance sheets. Any additional amounts due from or due to counterparties in connection with the Company's interest rate swaps, are included in other assets or other liabilities, respectively, on the accompanying consolidated balance sheets. The Company also has interest rate cap contracts that limit the cash payments on the indexed portion of the interest rate on a repurchase agreement and certain variable-rate mortgages payable in Consolidated VIEs. Cash flow activity related to derivative instruments is reflected within the operating activities and investing activities sections of the Company's consolidated statements of cash flows. Realized gains or losses, if any, and unrealized gains or losses, if any, on the Company's derivative instruments are included in the gains (losses) on derivative instruments, net line item within the operating activities section of the consolidated statements of cash flows. Additionally, any changes in amounts due from or due to counterparties in connection with the Company's interest rate swaps are included in the changes in operating assets and liabilities line item of the consolidated statements of cash flows. The remaining cash flow activity related to derivative instruments is reflected within the net payments received from (made on) derivative instruments and net variation margin received (paid) for derivative instruments line items within the investing activities section of the consolidated statements of cash flows. Repurchase Agreements, Residential Loans – As of December 31, 2023 and 2022, the Company financed a portion of its residential loans through repurchase agreements ( see Note 12 ). Amounts outstanding under the repurchase agreements generally bear interest rates of a specified margin over various tenors of SOFR or an interest rate floor, as applicable per the terms of the agreements. The repurchase agreements are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. Costs related to the establishment of the repurchase agreements which include underwriting, legal, accounting and other fees are reflected as deferred charges. Such costs are presented as a deduction from the corresponding debt liability on the accompanying consolidated balance sheets and the deferred charges are amortized as an adjustment to interest expense using the effective interest method, or straight line-method, if the result is not materially different. F-20 Table of Contents Repurchase Agreements, Investment Securities – The Company finances certain of its investment securities available for sale, securities owned in Consolidated SLST and CDOs repurchased from our residential loan securitizations using repurchase agreements. Under a repurchase agreement, an asset is sold to a counterparty to be repurchased at a future date at a predetermined price, which represents the original sales price plus interest. The repurchase agreements are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. Borrowings under repurchase agreements generally bear interest rates of a specified margin over SOFR. Collateralized Debt Obligations – The Company records collateralized debt obligations used to permanently finance the residential loans held in Consolidated SLST and the Company's residential loans held in securitization trusts as debt on the accompanying consolidated balance sheets. For financial reporting purposes, the loans and investment securities held as collateral for these obligations are recorded as assets of the Company. Senior Unsecured Notes - On April 27, 2021, the Company issued its 5.75 % Senior Notes due 2026 to originate new investments, repay outstanding indebtedness and for general corporate purposes. The Company evaluated the call option feature of these notes for embedded derivatives in accordance with ASC 815 and determined that the call option feature should not be bifurcated from the notes. Convertible Notes – Prior to December 31, 2021, the Company issued its 6.25 % Senior Convertible Notes due 2022 (the “Convertible Notes”) to finance the acquisition of targeted assets and for general working capital purposes. The Company evaluated the conversion features of the Convertible Notes for embedded derivatives in accordance with ASC 815 and determined that the conversion features should not be bifurcated from the notes. The Company redeemed the Convertible Notes at maturity for $ 138.0 million on January 15, 2022. None of the Convertible Notes were converted prior to maturity. Redeemable Non-Controlling Interest in Consolidated VIEs – The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The Company classifies non-controlling interests that are currently redeemable for cash at the option of the holders or are probable of becoming redeemable as redeemable non-controlling interest in the mezzanine equity on the accompanying consolidated balance sheets. The third-party owners of certain of the non-controlling interests in Consolidated VIEs have the ability to sell their ownership interests to the Company for cash, at their election, subject to annual minimum and maximum amount limitations. As a result, the Company has classified these third-party ownership interests as redeemable non-controlling interest in Consolidated VIEs. The redeemable non-controlling interest in Consolidated VIEs is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and equity contributions and distributions, or the redemption value, which is equivalent to fair value, of such ownership interests. Adjustments to redemption value, if any, are recorded to the Company's additional paid-in capital and redeemable non-controlling interest in Consolidated VIEs. Other Comprehensive Income (Loss) – The Company’s comprehensive income (loss) attributable to the Company’s common stockholders includes net income (loss), the change in fair value of its available for sale securities purchased prior to October 2019, adjusted by realized net gains (losses) reclassified out of accumulated other comprehensive income (loss) for available for sale securities, reduced by dividends declared on the Company’s preferred stock and charges related to redemptions of the Company's preferred stock, increased for gains on repurchases of preferred stock and increased (decreased) for net loss (income) attributable to non-controlling interest in Consolidated VIEs. See “ Investment Securities Available for Sale ” for discussion of the reporting of the change in fair value of available for sale securities purchased after September 2019. Employee Benefits Plans – The Company sponsors a defined contribution plan (the “Plan”) for all eligible domestic employees. The Plan qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company made no contributions to the Plan for the years ended December 31, 2023, 2022 and 2021. Stock Based Compensation – The Company has awarded restricted stock and other equity-based awards to eligible employees, officers and individuals who provide services to the Company as part of their compensation. Compensation expense for equity-based awards and stock issued for services are recognized over the vesting period of such awards and services based upon the fair value of the award at the grant date. F-21 Table of Contents The Company has granted Performance Share Units (“PSUs”) to the Company's executive officers and certain other employees. The awards were issued pursuant to and are consistent with the terms and conditions of the Company’s 2017 Equity Incentive Plan (as amended, the “2017 Plan”). The PSUs are subject to performance-based vesting under the 2017 Plan pursuant to a form of PSU award agreement (the “PSU Agreement”). Vesting of the PSUs will occur after a three-year period based on the Company’s relative total stockholders' return (“TSR”) percentile ranking as compared to an identified performance peer group. The feature in this award constitutes a “market condition” which impacts the amount of compensation expense recognized for these awards. The grant date fair values of PSUs were determined through Monte-Carlo simulation analysis. The PSUs also include dividend equivalent rights (“DERs”) which entitle the holders of vested PSUs to receive payments in an amount equal to any dividends paid by the Company in respect of the share of the Company's common stock underlying the vested PSU to which such DER relates. The Company has granted Restricted Stock Units (“RSUs”) to the Company's executive officers and certain other employees. The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan and are subject to a service condition, vesting ratably over a three-year period. Upon vesting, each RSU represents the right to receive one share of the Company’s common stock. The RSUs include DERs which entitle the holders of vested RSUs to receive payments in an amount equal to any dividends paid by the Company in respect of the share of the Company's common stock underlying the vested RSU to which such DER relates. Income Taxes – The Company operates in such a manner so as to qualify as a REIT under the requirements of the Internal Revenue Code. Requirements for qualification as a REIT include various restrictions on ownership of the Company’s stock, requirements concerning distribution of taxable income and certain restrictions on the nature of assets and sources of income. A REIT must distribute at least 90% of its taxable income to its stockholders, of which 85% plus any undistributed amounts from the prior year must be distributed within the taxable year in order to avoid the imposition of an excise tax. Distribution of the remaining balance may extend until timely filing of the Company’s tax return in the subsequent taxable year. Qualifying distributions of taxable income are deductible by a REIT in computing taxable income. Certain activities of the Company are conducted through TRSs and therefore are subject to federal and various state and local income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740, Income Taxes (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. In situations involving uncertain tax positions related to income tax matters, we do not recognize benefits unless it is more likely than not that they will be sustained. ASC 740 was applied to all open taxable years as of the effective date. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based on factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. The Company will recognize interest and penalties, if any, related to uncertain tax positions as income tax expense in our consolidated statements of operations. Earnings (Loss) Per Share – Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Segment Reporting – ASC 280, Segment Reporting ("ASC 280"), is the authoritative guidance for the way public entities report information about operating segments in their annual financial statements. We are a REIT focused on the business of acquiring, investing in, financing and managing primarily mortgage-related single-family and multi-family residential assets and currently operate in only one reportable segment. F-22 Table of Contents Summary of Recent Accounting Pronouncements In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 requires enhanced disclosures in connection with an entity's effective tax rate reconciliation and additional disclosures about income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company expects that the adoption of ASU 2023-09 will result in additional income tax disclosures in its notes to consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis. The amendments also require companies with a single reportable segment to provide all disclosures required by ASU 2023-07 as well as existing segment disclosures in accordance with ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company expects that the adoption of ASU 2023-07 will result in additional disclosures in its notes to consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04"). ASU 2020-04 provides optional expedients and exceptions to GAAP requirements for modifications to debt agreements, leases, derivatives and other contracts, related to the expected market transition from LIBOR, and certain other floating rate benchmark indices, or collectively, IBORs, to alternative reference rates. ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 ("ASU 2022-06"), which allows ASU 2020-04 to be adopted and applied prospectively to contract modifications made on or before December 31, 2024. In light of the cessation of the publication of LIBOR after June 30, 2023, the Company’s material contracts that were indexed to LIBOR have been amended to transition to an alternative benchmark and any other unmodified agreements that incorporate LIBOR as the referenced rate have provisions in place that provide for identification of an alternative benchmark or specify an alternative benchmark, or by operation of law specify an alternative benchmark, to LIBOR upon its phase-out. F-23 Table of Contents 3. Residential Loans, at Fair Value The Company’s acquired residential loans, including performing, re-performing and non-performing residential loans, and business purpose loans, are presented at fair value on its consolidated balance sheets as a result of a fair value election. Subsequent changes in fair value are reported in current period earnings and presented in unrealized gains (losses), net on the Company’s consolidated statements of operations. The following table presents t he Company’s residential loans, at fair value, which consist of residential loans held by the Company, Consolidated SLST and other securitization trusts, as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Residential loans (1) Consolidated SLST (2) Residential loans held in securitization trusts (3) Total Residential loans (1) Consolidated SLST (2) Residential loans held in securitization trusts (3) Total Principal $ 891,283 $ 892,546 $ 1,609,006 $ 3,392,835 $ 1,152,502 $ 955,579 $ 1,790,179 $ 3,898,260 Discount ( 22,667 ) ( 7,418 ) ( 55,709 ) ( 85,794 ) ( 22,179 ) ( 5,815 ) ( 60,745 ) ( 88,739 ) Unrealized losses ( 41,081 ) ( 130,268 ) ( 51,389 ) ( 222,738 ) ( 48,939 ) ( 122,182 ) ( 113,320 ) ( 284,441 ) Carrying value $ 827,535 $ 754,860 $ 1,501,908 $ 3,084,303 $ 1,081,384 $ 827,582 $ 1,616,114 $ 3,525,080 (1) Certain of the Company's residential loans, at fair value are pledged as collateral for repurchase agreements as of December 31, 2023 and 2022 ( see Note 12) . (2) The Company invests in first loss subordinated securities and certain IOs issued by a Freddie Mac-sponsored residential loan securitization. In accordance with GAAP, the Company has consolidated the underlying seasoned re-performing and non-performing residential loans held in the securitization and the CDOs issued to permanently finance these residential loans, representing Consolidated SLST. Consolidated SLST CDOs are included in collateralized debt obligations on the Company's consolidated balance sheets ( see Note 13 ). (3) The Company's residential loans held in securitization trusts are pledged as collateral for CDOs issued by the Company. These CDOs are accounted for as financings and included in collateralized debt obligations on the Company's consolidated balance sheets ( see Note 13) . The following table presents the unrealized gains (losses), net attributable to residential loans, at fair value for the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Residential loans Consolidated SLST (1) Residential loans held in securitization trusts Residential loans Consolidated SLST (1) Residential loans held in securitization trusts Residential loans Consolidated SLST (1) Residential loans held in securitization trusts Unrealized gains (losses), net $ 6,786 $ ( 8,086 ) $ 63,005 $ ( 115,269 ) $ ( 124,834 ) $ ( 174,401 ) $ 20,403 $ ( 31,128 ) $ 34,932 (1) In accordance with the practical expedient in ASC 810, the Company determines the fair value of the residential loans held in Consolidated SLST based on the fair value of the CDOs issued by Consolidated SLST, including investment securities we own, as the fair value of these instruments is more observable ( see Note 16 ) . See Note 7 for unrealized gains (losses), net recognized by the Company on its investment in Consolidated SLST, which include unrealized gains (losses) on the residential loans held in Consolidated SLST presented in the table above and unrealized gains (losses) on the CDOs issued by Consolidated SLST. F-24 Table of Contents The Company recognized $ 4.6 million, $ 10.0 million and $ 18.8 million of net realized gains on the payoff of residential loans, at fair value during the years ended December 31, 2023, 2022 and 2021, respectively. The Company recognized $ 0.8 million of net realized losses on the sale of residential loans, at fair value during the year ended December 31, 2023. The Company did not sell any residential loans during the year ended December 31, 2022. The Company recognized $ 1.6 million of net realized gains on the sale of residential loans, at fair value during the year ended December 31, 2021. The geographic concentrations of credit risk exceeding 5% of the unpaid principal balance of residential loans, at fair value as of December 31, 2023 and 2022, respectively, are as follows: December 31, 2023 December 31, 2022 Residential loans Consolidated SLST Residential loans held in securitization trusts Residential loans Consolidated SLST Residential loans held in securitization trusts California 22.4 % 10.7 % 18.4 % 24.3 % 10.6 % 19.2 % Florida 15.5 % 10.3 % 11.0 % 13.2 % 10.3 % 10.2 % Texas 8.1 % 3.9 % 7.1 % 7.0 % 4.0 % 7.3 % New York 7.0 % 10.0 % 8.5 % 8.0 % 9.8 % 8.6 % New Jersey 4.9 % 7.6 % 6.0 % 6.3 % 7.4 % 5.6 % Illinois 3.0 % 7.2 % 3.5 % 2.6 % 7.2 % 3.2 % Washington 4.3 % 1.8 % 2.7 % 5.7 % 1.8 % 2.9 % The following table presents the fair value and aggregate unpaid principal balance of the Company’s residential loans and residential loans held in securitization trusts in non-accrual status as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): Greater than 90 days past due Less than 90 days past due Fair Value Unpaid Principal Balance Fair Value Unpaid Principal Balance December 31, 2023 $ 199,485 $ 220,577 $ 9,362 $ 9,948 December 31, 2022 149,076 159,981 8,382 9,132 Residential loans held in Consolidated SLST with an aggregate unpaid principal balance of $ 84.6 million and $ 143.2 million were 90 days or more delinquent as of December 31, 2023 and 2022, respectively. F-25 Table of Contents 4. Investment Securities Available For Sale, at Fair Value The Company accounts for certain of its investment securities available for sale using the fair value election pursuant to ASC 825 where changes in fair value are recorded in unrealized gains (losses), net on the Company's consolidated statements of operations. The Company also has investment securities available for sale where the fair value option has not been elected, which we refer to as CECL Securities. CECL Securities are reported at fair value with unrealized gains and losses recorded in other comprehensive income (loss) on the Company's consolidated statements of comprehensive income (loss). The Company's investment securities available for sale consisted of the following as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Amortized Cost Unrealized Fair Value Amortized Cost Unrealized Fair Value Gains Losses Gains Losses Fair Value Option Agency RMBS Fixed rate Fannie Mae $ 1,084,702 $ 15,902 $ ( 723 ) $ 1,099,881 $ — $ — $ — $ — Freddie Mac 676,436 5,679 ( 1,106 ) 681,009 — — — — Total Fixed rate 1,761,138 21,581 ( 1,829 ) 1,780,890 — — — — Adjustable rate Fannie Mae 110,036 1,299 — 111,335 — — — — Freddie Mac 37,424 442 — 37,866 — — — — Total Adjustable rate 147,460 1,741 — 149,201 — — — — Interest-only Ginnie Mae 52,623 6,813 ( 203 ) 59,233 — — — — Total Interest-only 52,623 6,813 ( 203 ) 59,233 — — — — Total Agency RMBS 1,961,221 30,135 ( 2,032 ) 1,989,324 — — — — Non-Agency RMBS 22,097 6,646 ( 4,281 ) 24,462 48,958 9,436 ( 13,469 ) 44,925 CMBS — — — — 32,033 — ( 1,900 ) 30,133 ABS — — — — 797 59 — 856 Total investment securities available for sale - fair value option 1,983,318 36,781 ( 6,313 ) 2,013,786 81,788 9,495 ( 15,369 ) 75,914 CECL Securities Non-Agency RMBS 35 — ( 4 ) 31 25,616 — ( 1,971 ) 23,645 Total investment securities available for sale - CECL Securities 35 — ( 4 ) 31 25,616 — ( 1,971 ) 23,645 Total $ 1,983,353 $ 36,781 $ ( 6,317 ) $ 2,013,817 $ 107,404 $ 9,495 $ ( 17,340 ) $ 99,559 Accrued interest receivable for investment securities available for sale in the amount of $ 9.8 million and $ 0.4 million as of December 31, 2023 and 2022, respectively, is included in other assets on the Company's consolidated balance sheets. For the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 36.3 million in net unrealized gains, $ 22.6 million in net unrealized losses and $ 15.5 million in net unrealized gains on investment securities available for sale accounted for under the fair value option, respectively. F-26 Table of Contents Realized Gain and Loss Activity The following tables summarize our investment securities sold during the years ended December 31, 2023, 2022, and 2021, respectively (dollar amounts in thousands): Year Ended December 31, 2023 Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses) ABS $ 595 $ — $ ( 41 ) $ ( 41 ) CMBS 30,419 — ( 1,387 ) ( 1,387 ) Non-Agency RMBS 33,676 1,472 ( 12,644 ) ( 11,172 ) Total $ 64,690 $ 1,472 $ ( 14,072 ) $ ( 12,600 ) Year Ended December 31, 2022 Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses) Non-Agency RMBS $ 24,374 $ 374 $ — $ 374 ABS 36,215 18,001 — 18,001 U.S. Treasury Securities 24,848 — ( 31 ) ( 31 ) Total $ 85,437 $ 18,375 $ ( 31 ) $ 18,344 Year Ended December 31, 2021 Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses) Agency RMBS $ 123,622 $ — $ ( 3,480 ) $ ( 3,480 ) Non-Agency RMBS 176,166 4,923 ( 854 ) 4,069 CMBS 132,797 11,083 ( 452 ) 10,631 Total $ 432,585 $ 16,006 $ ( 4,786 ) $ 11,220 The Company recognized a write-down of fair value option non-Agency RMBS for a loss of $ 1.7 million for the year-ended December 31, 2023. The Company did not recognize any write-downs for the year ended December 31, 2022 . The Company recognized a write-down of fair value option non-Agency RMBS for a loss of $ 5.5 million for the year ended December 31, 2021 . Weighted Average Life Actual maturities of our investment securities available for sale are generally shorter than stated contractual maturities (with contractual maturities up to 40 years), as they are affected by periodic payments and prepayments of principal on the underlying mortgages. As of December 31, 2023 and 2022, based on management’s estimates, the weighted average life of the Company’s investment securities available for sale portfolio was approximately 6.9 years and 7.6 years, respectively. The following table sets forth the weighted average lives of our investment securities available for sale as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): Weighted Average Life December 31, 2023 December 31, 2022 0 to 5 years $ 283,554 $ 39,655 Over 5 to 10 years 1,727,269 46,558 10+ years 2,994 13,346 Total $ 2,013,817 $ 99,559 F-27 Table of Contents Unrealized Losses in Other Comprehensive Income (Loss) The Company evaluated its CECL Securities that were in an unrealized loss position as of December 31, 2023 and 2022, respectively, and determined that no allowance for credit losses was necessary. The Company did not recognize credit losses for its CECL Securities through earnings for the years ended December 31, 2023, 2022 and 2021. The following table presents the Company’s CECL securities in an unrealized loss position with no credit losses reported, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 Less than 12 Months Greater than 12 months Total Carrying Value Gross Unrealized Losses Carrying Value Gross Unrealized Losses Carrying Value Gross Unrealized Losses Non-Agency RMBS $ — $ — $ 31 $ ( 4 ) $ 31 $ ( 4 ) Total $ — $ — $ 31 $ ( 4 ) $ 31 $ ( 4 ) December 31, 2022 Less than 12 Months Greater than 12 months Total Carrying Value Gross Unrealized Losses Carrying Value Gross Unrealized Losses Carrying Value Gross Unrealized Losses Non-Agency RMBS $ 23,609 $ ( 1,966 ) $ 36 $ ( 5 ) $ 23,645 $ ( 1,971 ) Total $ 23,609 $ ( 1,966 ) $ 36 $ ( 5 ) $ 23,645 $ ( 1,971 ) At December 31, 2023, the Company did not intend to sell any of its investment securities available for sale that were in an unrealized loss position, and it was “more likely than not” that the Company would not be required to sell these securities before recovery of their amortized cost basis, which may be at their maturity. Credit risk associated with non-Agency RMBS is regularly assessed as new information regarding the underlying collateral becomes available and based on updated estimates of cash flows generated by the underlying collateral. In performing its assessment, the Company considers past and expected future performance of the underlying collateral, including timing of expected future cash flows, prepayment rates, default rates, loss severities, delinquency rates, current levels of subordination, volatility of the security's fair value, temporary declines in liquidity for the asset class and interest rate changes since purchase. Based upon the most recent evaluation, the Company does not believe that these unrealized losses are credit related but are rather a reflection of current market yields and/or marketplace bid-ask spreads. F-28 Table of Contents 5. Multi-family Loans, at Fair Value The Company's multi-family loans consisting of its preferred equity in, and mezzanine loans to, entities that have multi-family real estate assets are presented at fair value on the Company's consolidated balance sheets as a result of a fair value election. Accordingly, changes in fair value are presented in unrealized gains (losses), net on the Company's consolidated statements of operations. Multi-family loans consist of the following as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Investment amount $ 95,434 $ 88,249 Unrealized gains (losses) 358 ( 715 ) Total, at Fair Value $ 95,792 $ 87,534 For the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 1.1 million in net unrealized gains, $ 2.7 million in net unrealized losses and $ 1.0 million in net unrealized gains on multi-family loans, respectively. For the years ended December 31, 2023, 2022, and 2021, the Company recognized $ 0.2 million, $ 1.0 million, and $ 2.5 million in premiums resulting from early redemption of multi-family loans, respectively, which are included in other income on the accompanying consolidated statements of operations. The table below presents the fair value and aggregate unpaid principal balance of the Company's multi-family loans in non-accrual status as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Days Late Fair Value Unpaid Principal Balance Fair Value Unpaid Principal Balance 90 + $ 4,753 $ 3,363 $ 4,523 $ 3,363 The geographic concentrations of credit risk exceeding 5% of the total multi-family loan investment amounts as of December 31, 2023 and 2022, respectively, are as follows: December 31, 2023 December 31, 2022 Texas 32.6 % 30.1 % Tennessee 15.2 % 15.6 % Florida 10.5 % 10.9 % Arkansas 9.5 % — Louisiana 7.5 % 7.5 % Alabama 6.7 % 7.1 % North Carolina 5.8 % 6.1 % Indiana 5.3 % 5.7 % F-29 Table of Contents 6. Equity Investments, at Fair Value The Company's equity investments consist of, or have consisted of, preferred equity ownership interests in entities that invest in multi-family properties where the risks and payment characteristics are equivalent to an equity investment (or multi-family preferred equity ownership interests), equity ownership interests in entities that invest in single-family properties and invest in or originate residential loans (or single-family equity ownership interests) and joint venture equity investments in multi-family properties. The Company's equity investments are accounted for under the equity method and are presented at fair value on its consolidated balance sheets as a result of a fair value election. F-30 Table of Contents T he following table presents the Company's equity investments as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Investment Name Ownership Interest Fair Value Ownership Interest Fair Value Multi-Family Preferred Equity Ownership Interests Palms at Cape Coral, LLC 34 % $ 5,832 34 % $ 5,429 EHOF-NYMT Sunset Apartments Preferred, LLC 57 % 19,703 57 % 18,139 Lucie at Tradition Holdings, LLC 70 % 19,442 70 % 17,576 Syracuse Apartments and Townhomes, LLC 58 % 21,642 58 % 20,115 Hudson Bridge Apartments, LLC - Series A, Briar Hill Apartments, LLC, Kings Glen Apartments, LLC, Flagstone Apartments, LLC, Brookfield Apartments II, LLC - Series B, and Silber JBSM Properties, LLC (collectively) 58 % 9,882 58 % 9,277 Tides on 27th Investors, LLC 54 % 17,937 — — Rapid City RMI JV LLC 50 % 9,804 — — America Walks at Port St. Lucie, LLC — — 62 % 29,873 1122 Chicago DE, LLC — — 53 % 8,276 FF/RMI 20 Midtown, LLC — — 51 % 27,079 Bighaus, LLC — — 42 % 16,482 Total - Multi-Family Preferred Equity Ownership Interests 104,242 152,246 Joint Venture Equity Investments in Multi-Family Properties GWR Cedars Partners, LLC (1) 70 % 1,897 — — GWR Gateway Partners, LLC (1) 70 % 3,823 — — Total - Joint Venture Equity Investments in Multi-Family Properties 5,720 — Single-Family Equity Ownership Interests Constructive Loans, LLC (2) 50 % 37,154 — 27,500 Total - Single-Family Equity Ownership Interests 37,154 27,500 Total $ 147,116 $ 179,746 (1) The Company's joint venture equity investments in multi-family properties were transferred to assets of disposal group held for sale during the year ended December 31, 2022. During the year ended December 31, 2023, the Company determined that these joint venture equity investments no longer met the criteria to be classified as held for sale and returned its equity investments in the joint venture entities to equity investments, at fair value ( see Note 9 ). (2) The Company exercised its option to purchase 50 % of the issued and outstanding interests of this entity during the year ended December 31, 2023. The Company purchased $ 80.8 million and $ 260.6 million of residential loans from the entity during the years ended December 31, 2023 and 2022, respectively. F-31 Table of Contents The following table presents income from multi-family preferred equity ownership interests for the years ended December 31, 2023, 2022, and 2021, respectively (dollar amounts in thousands). Income from these investments is presented in income from equity investments in the Company's accompanying consolidated statements of operations. Income from these investments during the years ended December 31, 2023, 2022 and 2021 includes $ 1.2 million of net unrealized gains, $ 3.6 million of net unrealized losses and $ 0.4 million of net unrealized gains, respectively. For the Years Ended December 31, Investment Name 2023 2022 2021 1122 Chicago DE, LLC $ 419 $ 959 $ 908 Bighaus, LLC 701 1,852 1,786 FF/RMI 20 Midtown, LLC 3,948 2,904 3,059 Palms at Cape Coral, LLC 751 554 342 America Walks at Port St. Lucie, LLC 2,244 3,140 1,678 EHOF-NYMT Sunset Apartments Preferred, LLC 2,579 1,939 661 Lucie at Tradition Holdings, LLC 2,841 2,008 484 Syracuse Apartments and Townhomes, LLC 2,691 1,816 — Hudson Bridge Apartments, LLC - Series A, Briar Hill Apartments, LLC, Kings Glen Apartments, LLC, Flagstone Apartments, LLC, Brookfield Apartments II, LLC - Series B, and Silber JBSM Properties, LLC (collectively) 1,234 540 — Tides on 27th Investors, LLC 2,513 — — Rapid City RMI JV LLC 541 — — Somerset Deerfield Investor, LLC — 1,944 2,295 RS SWD Owner, LLC, RS SWD Mitchell Owner, LLC, RS SWD IF Owner, LLC, RS SWD Mullis Owner, LLC, RS SWD JH Mullis Owner, LLC and RS SWD Saltzman Owner, LLC (collectively) — 529 585 Walnut Creek Properties Holdings, L.L.C. — ( 153 ) 1,240 DCP Gold Creek, LLC — 254 780 Rigsbee Ave Holdings, LLC — ( 174 ) 1,683 Lurin-RMI, LLC — 558 931 BBA-EP320 II, L.L.C., BBA-Ten10 II, L.L.C., and Lexington on the Green Apartments, L.L.C. (collectively) — — 1,304 Audubon Mezzanine Holdings, L.L.C. (Series A) — — 1,251 EP 320 Growth Fund, L.L.C. (Series A) and Turnbury Park Apartments - BC, L.L.C. (Series A) (collectively) — — 735 Towers Property Holdings, LLC — — 1,192 Mansions Property Holdings, LLC — — 1,148 Sabina Montgomery Holdings, LLC - Series B and Oakley Shoals Apartments, LLC - Series A (collectively) — — 412 Gen1814, LLC - Series A, Highlands - Mtg. Holdings, LLC - Series A, and Polos at Hudson Investments, LLC - Series A (collectively) — — 966 Axis Apartments Holdings, LLC, Arbor-Stratford Holdings II, LLC - Series B, Highlands - Mtg. Holdings, LLC - Series B, Oakley Shoals Apartments, LLC - Series C, and Woodland Park Apartments II, LLC (collectively) — — 1,193 Total Income - Multi-Family Preferred Equity Ownership Interests $ 20,462 $ 18,670 $ 24,633 For the years ended December 31, 2023, 2022 and 2021, the Company recognized $ 0.2 million, $ 2.9 million and $ 2.8 million in premiums resulting from early redemption of multi-family preferred equity ownership interests included in equity investments, respectively, which are included in other income on the accompanying consolidated statements of operations. F-32 Table of Contents Income from single-family equity ownership interests and joint venture equity investments in multi-family properties that are accounted for under the equity method using the fair value option is presented in income from equity investments in the Company's accompanying consolidated statements of operations. The following table presents income (loss) from these investments for the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): For the Years Ended December 31, Investment Name 2023 2022 2021 Single-Family Equity Ownership Interests Constructive Loans, LLC (1) $ 614 $ ( 1,750 ) $ 2,750 Morrocroft Neighborhood Stabilization Fund II, LP (2) — ( 416 ) 6,378 Headlands Asset Management Fund III (Cayman), LP (Headlands Flagship Opportunity Fund Series I) (3) — — ( 15 ) Total Income (Loss) - Single Family Equity Ownership Interests $ 614 $ ( 2,166 ) $ 9,113 Joint Venture Equity Investments in Multi-Family Properties (4) GWR Cedars Partners, LLC $ ( 823 ) $ ( 1,050 ) $ 60 GWR Gateway Partners, LLC ( 2,468 ) ( 380 ) 90 Total (Loss) Income - Joint Venture Equity Investments in Multi-Family Properties $ ( 3,291 ) $ ( 1,430 ) $ 150 (1) Includes net unrealized losses of $ 5.2 million and $ 1.8 million and a net unrealized gain of $ 2.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. (2) The Company's equity investment was redeemed during the year ended December 31, 2022. (3) The Company's equity investment was redeemed during the year ended December 31, 2021. (4) The Company's joint venture equity investments in multi-family properties were transferred to assets of disposal group held for sale during the year ended December 31, 2022. During the year ended December 31, 2023, the Company determined that these joint venture equity investments no longer met the criteria to be classified as held for sale and returned its equity investments in the joint venture entities to equity investments, at fair value ( see Note 9 ). Includes net unrealized losses of $ 3.3 million and $ 1.4 million for the years ended December 31, 2023, and 2022, respectively, and net unrealized gains of $ 0.2 million for the year ended December 31, 2021. Summary combined financial information for the Company’s equity investments as of December 31, 2023 and 2022, respectively, and for the years ended December 31, 2023, 2022, and 2021, respectively, is shown below and includes summary financial information for the Company's joint venture equity investments in multi-family properties that are included in assets of disposal group held for sale as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Balance Sheets: Real estate, net $ 409,078 $ 553,356 Residential loans 162,060 71,077 Other assets 90,314 38,616 Total assets $ 661,452 $ 663,049 Mortgages payable on real estate, net $ 295,451 $ 301,118 Other liabilities 172,118 120,850 Total liabilities 467,569 421,968 Members' equity 193,883 241,081 Total liabilities and members' equity $ 661,452 $ 663,049 F-33 Table of Contents For the Years Ended December 31, 2023 2022 2021 Operating Statements: (1) Rental income $ 21,299 $ 23,237 $ 87,147 Real estate sales — 399,783 205,000 Cost of real estate sales — ( 277,740 ) ( 140,800 ) Interest income 10,393 5,787 5,285 Realized and unrealized losses, net — — ( 7,693 ) Other income 34,870 21,769 13,636 Operating expenses ( 33,883 ) ( 38,921 ) ( 55,031 ) Income before debt service and depreciation and amortization 32,679 133,915 107,544 Interest expense ( 23,315 ) ( 11,892 ) ( 29,617 ) Depreciation and amortization ( 14,904 ) ( 14,779 ) ( 37,172 ) Net (loss) income $ ( 5,540 ) $ 107,244 $ 40,755 (1) The Company records income (loss) from equity investments under either the hypothetical liquidation of book value method of accounting or the equity method using the fair value option. Accordingly, the combined net income (loss) shown above is not indicative of the income (loss) recognized by the Company from equity investments. F-34 Table of Contents 7. Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE) Financing VIEs The Company uses SPEs to facilitate transactions that involve securitizing financial assets or re-securitizing previously securitized financial assets. The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms. Securitization involves transferring assets to an SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. Investors in an SPE usually have recourse only to the assets in the SPE and depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE, or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement. The Company has entered into financing transactions, including residential loan securitizations and re-securitizations, which required the Company to analyze and determine whether the SPEs that were created to facilitate the transactions are VIEs in accordance with ASC 810 and if so, whether the Company is the primary beneficiary requiring consolidation. As of December 31, 2023 and 2022, the Company evaluated its residential loan securitizations and concluded that the entities created to facilitate the financing transactions are VIEs and that the Company is the primary beneficiary of these VIEs (each a "Financing VIE" and collectively, the "Financing VIEs"). Accordingly, the Company consolidated the then-outstanding Financing VIEs as of December 31, 2023 and 2022. During the year ended December 31, 2021, the Company exercised its right to an optional redemption of its non-Agency RMBS re-securitization and one of its residential loan securitizations with outstanding principal balances of $ 14.7 million and $ 203.5 million at the time of redemption, respectively, returned the assets held by the trusts to the Company and recognized $ 1.6 million of loss on the extinguishment of collateralized debt obligations. Consolidated SLST The Company invests in subordinated securities that represent the first loss position of the Freddie Mac-sponsored residential loan securitization from which they were issued and certain IOs issued from the securitization. The Company has evaluated its investments in this securitization trust to determine whether it is a VIE and if so, whether the Company is the primary beneficiary requiring consolidation. The Company has determined that the Freddie Mac-sponsored residential loan securitization trust, which we refer to as Consolidated SLST, is a VIE as of December 31, 2023 and 2022, and that the Company is the primary beneficiary of the VIE within Consolidated SLST. Accordingly, the Company has consolidated the assets, liabilities, income and expenses of such VIE in the accompanying consolidated financial statements ( see Notes 2, 3 and 13 ). The Company has elected the fair value option on the assets and liabilities held within Consolidated SLST, which requires that changes in valuations in the assets and liabilities of Consolidated SLST be reflected in the Company’s consolidated statements of operations. As of December 31, 2023 and 2022, the Consolidated SLST securities owned by the Company had a fair value of $ 157.2 million and $ 191.5 million, respectively ( see Note 16 ). The Company’s investments in Consolidated SLST were not included as collateral to any Financing VIE as of December 31, 2023 and 2022. Consolidated Real Estate VIEs The Company owns joint venture equity investments in entities that own multi-family apartment communities, which the Company determined to be VIEs and for which the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities, income and expenses of these VIEs in the accompanying consolidated financial statements with non-controlling interests or redeemable non-controlling interests for the third-party ownership of the joint ventures' membership interests. The Company accounted for the initial consolidation of the joint venture equity investments and real estate acquisitions by a Consolidated VIE in accordance with the asset acquisition provisions of ASC 805, as substantially all of the fair value of the assets within the entities are concentrated in either a single identifiable asset or group of similar identifiable assets. During the year ended December 31, 2023, the Company reconsidered its evaluation of its variable interest in a VIE that owned a multi-family apartment community and in which the Company holds a preferred equity investment (the "Changeover VIE"). The Company determined that it gained the power to direct the activities, and became primary beneficiary, of the Changeover VIE and consolidated this VIE into its consolidated financial statements. F-35 Table of Contents During the year ended December 31, 2020, the Company reconsidered its evaluation of its variable interest in a VIE that owned a multi-family apartment community and in which the Company held a preferred equity investment. The Company determined that it gained the power to direct the activities, and became primary beneficiary, of the VIE and consolidated this VIE into its consolidated financial statements. Subsequently, in July 2021, the VIE redeemed its non-controlling interest which resulted in an equity transaction accounted for by the Company in accordance with ASC 810. In addition, the Company reconsidered its evaluation of its investment in the entity and determined that the entity no longer met the criteria for being characterized as a VIE and is a wholly-owned subsidiary of the Company. In March 2022, the entity completed the sale of its multi-family apartment community and redeemed the Company's preferred equity investment ( see Note 8 ). The following table summarizes the aggregate estimated fair value of the assets, liabilities and non-controlling interests associated with the initial consolidation of the joint venture entities and the Changeover VIE and real estate acquisitions by a Consolidated VIE during the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): Years Ended December 31, 2023 2022 2021 Cash (1) $ 102 $ 8,576 $ 27,907 Operating real estate (1) (2) 54,439 730,988 926,756 Lease intangibles (1) (3) 2,378 41,892 51,970 Other assets (1) 4,722 8,258 32,690 Total assets 61,641 789,714 1,039,323 Mortgages payable on real estate, net (1) 45,142 570,682 669,647 Other liabilities (1) 2,403 4,662 15,914 Total liabilities 47,545 575,344 685,561 Redeemable non-controlling interest (4) — — 67,096 Non-controlling interests (5) 3,790 16,293 25,509 Net assets consolidated $ 10,306 $ 198,077 $ 261,157 (1) In September 2022, the Company announced a repositioning of its business through the opportunistic disposition over time of the Company's joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. Accordingly, the Company determined that certain joint venture equity investments met the criteria to be classified as held for sale and transferred the assets and liabilities of the respective Consolidated VIEs to assets and liabilities of disposal group held for sale in the accompanying consolidated balance sheets. In December 2023, the Company suspended the marketing of nine of the 14 remaining joint venture equity investments that were reported in assets and liabilities of disposal group held for sale due to unfavorable market conditions and a lack of transactional activity in the multi-family market. As such, the Company determined that these joint venture equity investments no longer met the criteria to be classified as held for sale and transferred either the assets and liabilities of the respective Consolidated VIEs or its equity investment in the joint venture entity to their respective categories or equity investments, at fair value, respectively, on the accompanying consolidated balance sheets as of December 31, 2023. See Note 9 for additional information. (2) For joint venture equity investments that are not held for sale, operating real estate is included in real estate, net in the accompanying consolidated balance sheets. (3) For joint venture equity investments that are not held for sale, lease intangibles are included in other assets in the accompanying consolidated balance sheets. (4) Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below. (5) Represents third-party ownership of membership interests in Consolidated Real Estate VIEs. F-36 Table of Contents In analyzing whether the Company is the primary beneficiary of the Financing VIEs, Consolidated SLST and Consolidated Real Estate VIEs, the Company considered its involvement in each of the VIEs, including the design and purpose of each VIE, and whether its involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of the VIEs. In determining whether the Company would be considered the primary beneficiary, the following factors were assessed: • whether the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE; and • whether the Company has a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. The following table presents a summary of the assets, liabilities and non-controlling interests of the Company’s residential loan securitizations, Consolidated SLST and Consolidated Real Estate VIEs of as of December 31, 2023 (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation: Financing VIEs Other VIEs Residential Loan Securitizations Consolidated SLST Consolidated Real Estate Total Cash and cash equivalents $ — $ — $ 15,612 $ 15,612 Residential loans, at fair value 1,501,908 754,860 — 2,256,768 Real estate, net held in Consolidated VIEs (1) — — 979,934 979,934 Assets of disposal group held for sale (2) — — 426,017 426,017 Other assets 98,451 2,960 37,035 138,446 Total assets $ 1,600,359 $ 757,820 $ 1,458,598 $ 3,816,777 Collateralized debt obligations ($ 1,276,780 at amortized cost, net and $ 593,737 at fair value) $ 1,276,780 $ 593,737 $ — $ 1,870,517 Mortgages payable on real estate, net in Consolidated VIEs (3) — — 784,421 784,421 Liabilities of disposal group held for sale (2) — — 386,024 386,024 Other liabilities 8,421 5,638 21,797 35,856 Total liabilities $ 1,285,201 $ 599,375 $ 1,192,242 $ 3,076,818 Redeemable non-controlling interest in Consolidated VIEs (4) $ — $ — $ 28,061 $ 28,061 Non-controlling interest in Consolidated VIEs (5) $ — $ — $ 20,328 $ 20,328 Net investment (6) $ 315,158 $ 158,445 $ 217,967 $ 691,570 (1) Included in real estate, net in the accompanying consolidated balance sheets. (2) Represents assets and liabilities, respectively, of certain Consolidated Real Estate VIEs included in disposal group held for sale ( see Note 9 ). (3) Included in mortgages payable on real estate, net in the accompanying consolidated balance sheets. (4) Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below. (5) Represents third-party ownership of membership interests in Consolidated Real Estate VIEs. (6) The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between the carrying value of total assets and total liabilities held by VIEs, less non-controlling interests, if any. F-37 Table of Contents The following table presents a summary of the assets, liabilities and non-controlling interests of the Company's residential loan securitizations, Consolidated SLST and Consolidated Real Estate VIEs as of December 31, 2022 (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation: Financing VIEs Other VIEs Residential Loan Securitizations Consolidated SLST Consolidated Real Estate Total Cash and cash equivalents $ — $ — $ 21,129 $ 21,129 Residential loans, at fair value 1,616,114 827,582 — 2,443,696 Real estate, net held in Consolidated VIEs (1) — — 543,739 543,739 Assets of disposal group held for sale (2) — — 1,142,773 1,142,773 Other assets 92,906 3,168 13,686 109,760 Total assets $ 1,709,020 $ 830,750 $ 1,721,327 $ 4,261,097 Collateralized debt obligations ($ 1,468,222 at amortized cost, net and $ 634,495 at fair value) $ 1,468,222 $ 634,495 $ — $ 2,102,717 Mortgages payable on real estate, net in Consolidated VIEs (3) — — 394,707 394,707 Liabilities of disposal group held for sale (2) — — 883,812 883,812 Other liabilities 8,168 3,342 10,511 22,021 Total liabilities $ 1,476,390 $ 637,837 $ 1,289,030 $ 3,403,257 Redeemable non-controlling interest in Consolidated VIEs (4) $ — $ — $ 63,803 $ 63,803 Non-controlling interest in Consolidated VIEs (5) $ — $ — $ 32,967 $ 32,967 Net investment (6) $ 232,630 $ 192,913 $ 335,527 $ 761,070 (1) Included in real estate, net in the accompanying consolidated balance sheets. (2) Represents assets and liabilities, respectively, of certain Consolidated Real Estate VIEs included in disposal group held for sale ( see Note 9 ). (3) Included in mortgages payable on real estate, net in the accompanying consolidated balance sheets. (4) Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below. (5) Represents third-party ownership of membership interests in Consolidated Real Estate VIEs. (6) The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between the carrying value of total assets and total liabilities held by VIEs, less non-controlling interests, if any. F-38 Table of Contents The following tables present condensed statements of operations for non-Company-sponsored VIEs for the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands). The following tables include net (loss) income from assets and liabilities of disposal group held for sale and intercompany balances have been eliminated for purposes of this presentation. Year Ended December 31, 2023 Consolidated SLST Consolidated Real Estate Total Interest income $ 34,061 $ — $ 34,061 Interest expense 24,506 — 24,506 Total net interest income 9,555 — 9,555 Income from real estate — 160,407 160,407 Expenses related to real estate — 192,018 192,018 Total net loss from real estate — ( 31,611 ) ( 31,611 ) Unrealized losses, net ( 10,016 ) — ( 10,016 ) Gains on derivative instruments, net — 4,837 4,837 Impairment of real estate — ( 89,548 ) ( 89,548 ) Loss on reclassification of disposal group — ( 16,163 ) ( 16,163 ) Other income — 2,728 2,728 Total other loss ( 10,016 ) ( 98,146 ) ( 108,162 ) Net loss ( 461 ) ( 129,757 ) ( 130,218 ) Net loss attributable to non-controlling interest in Consolidated VIEs — 29,134 29,134 Net loss attributable to Company $ ( 461 ) $ ( 100,623 ) $ ( 101,084 ) Year Ended December 31, 2022 Consolidated SLST Consolidated Real Estate Total Interest income $ 36,448 $ — $ 36,448 Interest expense 25,145 — 25,145 Total net interest income 11,303 — 11,303 Income from real estate — 134,722 134,722 Expenses related to real estate — 245,650 245,650 Total net loss from real estate — ( 110,928 ) ( 110,928 ) Unrealized losses, net ( 32,403 ) — ( 32,403 ) Gains on derivative instruments, net — 27,230 27,230 Impairment of real estate — ( 2,449 ) ( 2,449 ) Other income — 16,308 16,308 Total other (loss) income ( 32,403 ) 41,089 8,686 Net loss ( 21,100 ) ( 69,839 ) ( 90,939 ) Net loss attributable to non-controlling interest in Consolidated VIEs — 42,044 42,044 Net loss attributable to Company $ ( 21,100 ) $ ( 27,795 ) $ ( 48,895 ) F-39 Table of Contents Year Ended December 31, 2021 Consolidated SLST Consolidated Real Estate Total Interest income $ 40,944 $ — $ 40,944 Interest expense 28,135 — 28,135 Total net interest income 12,809 — 12,809 Income from real estate — 12,339 12,339 Expenses related to real estate — 29,164 29,164 Total net loss from real estate — ( 16,825 ) ( 16,825 ) Unrealized gains, net 23,832 — 23,832 Total other income 23,832 — 23,832 Net income (loss) 36,641 ( 16,825 ) 19,816 Net loss attributable to non-controlling interest in Consolidated VIEs — 4,724 4,724 Net income (loss) attributable to Company $ 36,641 $ ( 12,101 ) $ 24,540 F-40 Table of Contents Redeemable Non-Controlling Interest in Consolidated VIEs The third-party owners of certain of the non-controlling interests in Consolidated VIEs have the ability to sell their ownership interests to the Company, at their election. The Company has classified these third-party ownership interests as redeemable non-controlling interest in Consolidated VIEs in mezzanine equity on the accompanying consolidated balance sheets. The holders of the redeemable non-controlling interests may elect to sell their ownership interests to the Company at fair value once a year and the sales are subject to annual minimum and maximum amount limitations. During the year ended December 31, 2023, the maximum redeemable amount of non-controlling ownership interest was $ 11.1 million, of which non-controlling interest holders elected to sell $ 0.5 million to the Company. The following table presents activity in redeemable non-controlling interest in Consolidated VIEs for the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): Years Ended December 31, 2023 2022 2021 Beginning balance $ 63,803 $ 66,392 — Initial consolidation of Consolidated VIEs — — 67,096 Contributions 6 462 — Distributions ( 4,021 ) ( 7,083 ) — Net loss attributable to redeemable non-controlling interest in Consolidated VIEs ( 17,067 ) ( 38,190 ) ( 704 ) Adjustment of redeemable non-controlling interest to estimated redemption value (1) ( 14,175 ) 44,237 — Redemption of redeemable non-controlling interest ( 485 ) ( 2,015 ) — Ending balance $ 28,061 $ 63,803 $ 66,392 (1) The Company determines the fair value of the redeemable non-controlling interest utilizing market assumptions and discounted cash flows. The Company applies a discount rate to the estimated future cash flows from the multi-family apartment properties held by the applicable Consolidated VIEs that are allocatable to the redeemable non-controlling interest. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 in the fair value hierarchy. Significant unobservable inputs utilized in the estimation of fair value of redeemable non-controlling interest as of December 31, 2023 include a weighted average capitalization rate of 5.7 % (ranges from 5.3 % to 6.5 %) and a weighted average discount rate of 14.7 % (ranges from 13.6 % to 15.6 %). Unconsolidated VIEs As of December 31, 2023 and 2022, the Company evaluated its investment securities available for sale, preferred equity and other equity investments to determine whether they are VIEs and should be consolidated by the Company. Based on a number of factors, the Company determined that, as of December 31, 2023 and 2022, it does not have a controlling financial interest and is not the primary beneficiary of these VIEs. The following tables present the classification and carrying value of unconsolidated VIEs as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 Multi-family loans Investment securities available for sale, at fair value Equity investments Total Non-Agency RMBS $ — $ 24,462 $ — $ 24,462 Preferred equity investments in multi-family properties 95,792 — 104,242 200,034 Joint venture equity investments in multi-family properties (1) — — 5,720 5,720 Maximum exposure $ 95,792 $ 24,462 $ 109,962 $ 230,216 F-41 Table of Contents December 31, 2022 Multi-family loans Investment securities available for sale, at fair value Equity investments Assets of disposal group held for sale Total ABS $ — $ 856 $ — $ — $ 856 Non-Agency RMBS — 29,290 — — 29,290 Preferred equity investments in multi-family properties 87,534 — 152,246 — 239,780 Joint venture equity investments in multi-family properties (2) — — — 9,010 9,010 Maximum exposure $ 87,534 $ 30,146 $ 152,246 $ 9,010 $ 278,936 (1) Transferred out of assets of disposal group held for sale during the year ended December 31, 2023. (2) Transferred into assets of disposal group held for sale during the year ended December 31, 2022. F-42 Table of Contents 8. Real Estate, Net The following is a summary of real estate, net, collectively, as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Land $ 137,883 $ 89,550 Building and improvements 1,020,477 611,102 Furniture, fixture and equipment 38,706 13,540 Real estate $ 1,197,066 $ 714,192 Accumulated depreciation ( 65,247 ) ( 21,224 ) Real estate, net (1) $ 1,131,819 $ 692,968 (1) In September 2022, the Company announced a repositioning of its business through the opportunistic disposition over time of the Company's joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. Accordingly, the real estate, net related to certain joint venture equity investments in multi-family properties is included in assets of disposal group held for sale on the accompanying consolidated balance sheets. In December 2023, certain of the joint venture equity investments in multi-family properties were determined to no longer meet held for sale criteria and the associated real estate, net was reclassified to real estate, net on the accompanying consolidated balance sheets. See Note 9 for additional information. Multi-family Apartment Properties As of December 31, 2023 and 2022, the Company owned joint venture equity investments in entities that own multi-family apartment communities, which the Company determined to be VIEs and for which the Company is the primary beneficiary. Accordingly, the Company consolidated the joint venture entities into its consolidated financial statements ( see Note 7 ). The multi-family apartment communities generally lease their apartment units to individual tenants at market rates for the production of rental income. These apartment units are generally leased at a fixed monthly rate with no option for the lessee to purchase the leased unit at any point. During the year ended December 31, 2023, the Company became the primary beneficiary of a VIE that owns a multi-family apartment community and in which the Company holds a preferred equity investment. Accordingly, the Company consolidated the VIE into its consolidated financial statements ( see Note 7 ). In August 2022, one of the joint ventures in which the Company held a common equity investment sold its multi-family apartment community for approximately $ 48.0 million, subject to certain prorations and adjustments typical in such real estate transactions and repaid the related mortgage payable in the amount of approximately $ 26.0 million. The sale generated a net gain of approximately $ 16.8 million and a loss on extinguishment of debt of approximately $ 0.5 million, both of which are included in other income on the accompanying consolidated statements of operations, resulting in a net gain attributable to the Company's common shareholders of approximately $ 14.4 million. During the year ended December 31, 2021, the Company was the primary beneficiary of a VIE that owned a multi-family apartment community and in which the Company held a preferred equity investment. Accordingly, the Company consolidated the VIE into its consolidated financial statements. In July 2021, the VIE redeemed its non-controlling interest, which caused the entity to no longer meet the criteria for being characterized as a VIE and became a wholly-owned subsidiary of the Company ( see Note 7 ). In November 2021, the Company determined that the multi-family apartment community owned by the wholly-owned subsidiary met the criteria to be classified as held for sale, transferred the property held by the wholly-owned subsidiary from operating real estate to real estate held for sale and recognized a $ 0.2 million loss. In March 2022, the entity completed the sale of its multi-family apartment community for approximately $ 52.0 million, subject to certain prorations and adjustments typical in such real estate transactions, repaid the related mortgage payable in the amount of approximately $ 37.0 million and redeemed the Company's preferred equity investment. The sale generated a net gain of approximately $ 0.4 million and a loss on extinguishment of debt of approximately $ 0.6 million, both of which are included in other income on the accompanying consolidated statements of operations. F-43 Table of Contents Single-family Rental Properties As of December 31, 2023 and 2022, the Company owned single-family rental homes. These units are leased to individual tenants for the production of rental income and are generally leased at a fixed monthly rate with no option for the lessee to purchase the leased unit at any point. Lease Intangibles Intangibles related to multi-family properties consist of the value of in-place leases and are included in other assets on the accompanying consolidated balance sheets. The following table presents the components of lease intangibles, net as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Lease intangibles $ 54,581 $ 30,094 Accumulated amortization ( 52,203 ) ( 30,094 ) Lease intangibles, net $ 2,378 $ — In September 2022, the Company announced a repositioning of its business through the opportunistic disposition over time of the Company's joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. Accordingly, the lease intangibles, net related to certain joint venture equity investments in multi-family properties are included in assets of disposal group held for sale on the accompanying consolidated balance sheets. In December 2023, certain of the joint venture equity investments in multi-family properties were determined to no longer meet held for sale criteria and the associated lease intangibles, net were reclassified to other assets on the accompanying consolidated balance sheets. See Note 9 for additional information. Depreciation and Amortization Expense The following table presents depreciation and amortization expenses for the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Depreciation expense on operating real estate $ 24,620 $ 47,179 $ 5,662 Amortization of lease intangibles related to operating real estate — 79,645 13,588 Total depreciation and amortization (1) $ 24,620 $ 126,824 $ 19,250 (1) Amounts for the years ended December 31, 2022 and 2021 include depreciation and amortization of multi-family properties that have been reclassified to assets held in disposal group held for sale. The estimated depreciation expense related to operating real estate is as follows (dollar amounts in thousands): Year Ending December 31, Depreciation Expense 2024 $ 45,390 2025 $ 45,390 2026 $ 45,271 2027 $ 40,063 2028 $ 38,088 F-44 Table of Contents 9. Assets and Liabilities of Disposal Group Held for Sale In September 2022, the Company announced a repositioning of its business through the opportunistic disposition over time of the Company's joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. Accordingly, the Company determined that certain joint venture equity investments met the criteria to be classified as held for sale, transferred either the assets and liabilities of the respective Consolidated VIEs or its equity investment in the joint venture entity to assets and liabilities of disposal group held for sale in the accompanying consolidated balance sheets and recognized no loss. In December 2023, the Company suspended the marketing of nine of the 14 remaining joint venture equity investments that were reported in assets and liabilities of disposal group held for sale primarily due to unfavorable market conditions and a lack of transactional activity in the multi-family market. As such, the Company determined that these joint venture equity investments no longer met the criteria to be classified as held for sale and transferred either the assets and liabilities of the respective Consolidated VIEs or its equity investment in the joint venture entity to their respective categories or equity investments, at fair value, respectively, on the accompanying consolidated balance sheets as of December 31, 2023. As a result of this transfer, the Company adjusted the carrying value of the long-lived assets in Consolidated VIEs to the lower of the carrying amount before the assets were classified as held for sale adjusted for depreciation and amortization expense that would have been recognized had the assets been continuously classified as held and used and the fair value of the assets at the date of the transfer and recognized an approximately $ 16.2 million loss on reclassification of disposal group. The five remaining joint venture equity investments continue to meet the criteria to be classified as held for sale as of December 31, 2023. During the year ended December 31, 2023, five of the joint ventures in which the Company held a common equity investment sold their multi-family apartment communities for approximately $ 219.2 million, subject to certain prorations and adjustments typical in such real estate transactions, and repaid the related mortgages payable in the amount of approximately $ 173.6 million. The sales generated net gains of approximately $ 6.0 million and losses on extinguishment of debt of approximately $ 2.0 million, both of which are primarily included in other income on the accompanying consolidated statements of operations. The sales also generated net income attributable to non-controlling interest of approximately $ 2.2 million, resulting in net gains attributable to the Company's common shareholders of approximately $ 1.7 million. The following table presents the carrying values of the major classes of assets and liabilities of disposal group held for sale as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Cash and cash equivalents (1) $ 5,676 $ 13,944 Equity investments — 9,010 Real estate, net (1) 407,834 1,079,942 Other assets (1) 12,507 48,888 Total assets of disposal group held for sale $ 426,017 $ 1,151,784 Mortgages payable on real estate (2) $ 378,386 $ 865,414 Other liabilities 7,638 18,398 Total liabilities of disposal group held for sale (1) $ 386,024 $ 883,812 (1) Certain assets and liabilities of the disposal group held for sale are in Consolidated VIEs because the Company is the primary beneficiary. (2) As of December 31, 2023, one of the joint venture equity investments is one month delinquent on its senior mortgage loan in the amount of $ 195.6 million as a result of increasing interest rates. The Company is not exposed to risk of loss outside of its common equity investment in the joint venture as the senior mortgage loan is non-recourse. Also included in the disposal group held for sale are non-controlling interests in Consolidated VIEs in the amount of $ 3.2 million and $ 23.9 million as of December 31, 2023 and 2022, respectively. F-45 Table of Contents Real estate, net included in assets of disposal group held for sale is recorded at the lower of the net carrying amount of the assets or the estimated fair value, net of selling costs. Fair value for real estate, net was based upon a discounted cash flow analysis using property financial information and assumptions regarding market rent, revenue and expense growth, capitalization rates and return rates. During the year ended December 31, 2023, the fair value, net of selling costs of the multi-family properties owned by five of the joint venture equity investments, two of which have since been sold, declined to a value less than the properties' net carrying value. Additionally, during the year ended December 31, 2023, the fair value, net of selling costs of the multi-family properties owned by four of the joint venture equity investments that no longer meet the criteria to be classified as held for sale declined to a value less than the properties' net carrying value. During the year ended December 31, 2022, the fair value, net of selling costs of the multi-family properties owned by one of the joint venture equity investments declined to a value less than the properties' net carrying value. Accordingly, the Company recognized net impairments of $ 89.5 million and $ 2.4 million in the years ended December 31, 2023 and 2022, respectively, which are included in impairment of real estate on the accompanying consolidated statements of operations. See Note 16 for descriptions of valuation methodologies utilized for other classes of assets and liabilities of disposal group held for sale. The following table presents the pretax losses of the disposal group held for sale as of December 31, 2023 for the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Pretax loss of disposal group held for sale $ ( 74,574 ) $ ( 33,145 ) $ ( 9,873 ) Pretax loss of disposal group attributable to non-controlling interest in Consolidated VIEs 6,863 3,483 707 Pretax loss of disposal group attributable to Company's common stockholders $ ( 67,711 ) $ ( 29,662 ) $ ( 9,166 ) F-46 Table of Contents 10. Derivative Instruments and Hedging Activities The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company enters into derivative financial instruments in connection with its risk management activities. These derivative instruments may include interest rate swaps, interest rate caps, futures and options contracts such as options on credit default swap indices, equity index options, swaptions and options on futures. The Company may also pursue forward-settling purchases or sales of Agency RMBS where the underlying pools of mortgage loans are “To-Be-Announced,” or TBAs, purchase options on U.S. Treasury futures or invest in other types of mortgage derivative securities. The Company elected not to apply hedge accounting for its derivative instruments. Derivatives Not Designated as Hedging Instruments The Company and the entities that own multi-family properties in which the Company owns joint venture equity investments are required by lenders on certain repurchase agreement financing and variable-rate mortgages payable on real estate to enter into interest rate cap contracts that limit the indexed portion of the interest rate on the respective related financing to a strike rate based upon various SOFR tenors. The Company uses interest rate swaps to hedge the variable cash flows associated with our variable-rate borrowings. Interest rate swaps generally involve the receipt of variable-rate amounts from a counterparty, based on SOFR, in exchange for the Company making fixed-rate payments over the life of the interest rate swap without exchange of the underlying notional amount. Notwithstanding the foregoing, in order to manage its position with regard to its liabilities, the Company may also enter into interest rate swaps which involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments, based on SOFR, over the life of the interest rate swap without exchange of the underlying notional amount. The variable rate the Company pays or receives under its swap agreements has the effect of offsetting the repricing characteristics and cash flows of the Company's financing arrangements. The Company may purchase equity index put options that gives the Company the right to sell or buy the underlying index at a specified strike price, as well as credit default swap index options that allow the Company to enter into a fixed rate payor position in the underlying credit default swap index at the agreed strike level. The Company did not have any interest rate swap or option transactions in 2022. The following table summarizes the Company's derivative instruments as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): Fair Value Type of Derivative Instrument Consolidated Balance Sheet Location December 31, 2023 December 31, 2022 Interest rate caps Other assets $ 6,510 $ 2,473 Total derivative assets (1) $ 6,510 $ 2,473 Interest rate swaps Other liabilities $ — $ — Total derivative liabilities $ — $ — (1) Excludes interest rate cap contracts held by certain Consolidated VIEs included in other assets in disposal group held for sale. F-47 Table of Contents The Company elects to net the fair value of its derivative contracts by counterparty when appropriate. These contracts contain legally enforceable provisions that allow for netting or setting off of all individual derivative receivables and payables with each counterparty and therefore, the fair values of those derivative contracts are reported net by counterparty. All of the Company’s interest rate swaps are cleared through a central clearing house, CME Group Inc. ("CME Clearing"), which is the parent company of the Chicago Mercantile Exchange Inc. CME Clearing serves as the counterparty to every cleared transaction, becoming the buyer to each seller and the seller to each buyer, limiting the credit risk by guaranteeing the financial performance of both parties and netting down exposures. The following tables present a reconciliation of gross derivative assets and liabilities to net amounts presented in the accompanying consolidated balance sheets as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 Gross Amount of Recognized Assets (Liabilities) Gross Amounts Offset in Balance Sheets Variation Margin Net Amounts of Assets (Liabilities) Presented in Balance Sheets Derivative assets Interest rate caps $ 6,510 $ — $ — $ 6,510 Interest rate swaps 13,094 ( 13,094 ) — — Total derivative assets $ 19,604 $ ( 13,094 ) $ — $ 6,510 Derivative liabilities Interest rate swaps $ ( 40,541 ) $ 13,094 $ 27,447 $ — Total derivative liabilities $ ( 40,541 ) $ 13,094 $ 27,447 $ — December 31, 2022 Gross Amount of Recognized Assets (Liabilities) Gross Amounts Offset in Balance Sheets Variation Margin Net Amounts of Assets (Liabilities) Presented in Balance Sheets Derivative assets Interest rate caps $ 2,473 $ — $ — $ 2,473 Total derivative assets $ 2,473 $ — $ — $ 2,473 The use of derivatives exposes the Company to counterparty credit risks in the event of a default by a counterparty. If a counterparty defaults under the applicable derivative agreement, the Company may be unable to collect payments to which it is entitled under its derivative agreements and may have difficulty collecting the assets it pledged as collateral against such derivatives. The Company is required to post an initial margin amount for its interest rate swaps determined by CME Clearing, which is generally intended to be set at a level sufficient to protect the exchange from the derivative financial instrument’s maximum estimated single-day price movement. As of December 31, 2023, an initial margin account balance of approximately $ 53.5 million and excess margin in the amount of approximately $ 1.1 million are included in other assets on the accompanying consolidated balance sheets. F-48 Table of Contents The tables below summarize the activity of derivative instruments not designated as hedging instruments for the year ended December 31, 2023 (dollar amounts in thousands): Notional Amount For the Year Ended December 31, 2023 Type of Derivative Instrument December 31, 2022 Additions & Transfers (1) Terminations December 31, 2023 Interest rate caps $ 140,000 $ 410,025 $ — $ 550,025 Options — 500,206 ( 500,206 ) — Interest rate swaps — 2,778,015 — 2,778,015 (1) Includes interest rate caps held by a preferred equity investment in a multi-family property that was consolidated during the year ended December 31, 2023 ( see Note 7 ) and interest rate caps held by certain Consolidated VIEs that were transferred from disposal group held for sale during the year ended December 31, 2023 ( see Note 9 ). The following tables present the components of realized gains (losses), net and unrealized gains (losses), net related to our derivative instruments that were not designated as hedging instruments, which are included in gains (losses) on derivative instruments, net in our consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively (dollar amounts in thousands): For the Years Ended December 31, 2023 2022 Type of Derivative Instrument Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses) Interest rate caps (1) $ 7,031 $ ( 1,926 ) $ 924 $ 26,282 Options ( 4,036 ) — — — Interest rate swaps — ( 27,447 ) — — Total $ 2,995 $ ( 29,373 ) $ 924 $ 26,282 (1) Includes interest rate caps held by certain Consolidated VIEs included in other assets in disposal group held for sale. F-49 Table of Contents The following table presents information about our interest rate cap contracts related to certain repurchase agreement financing and variable-rate mortgages payable on real estate that are not included in disposal group held for sale as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 Financing Type Weighted Average SOFR Strike Price SOFR Strike Price/Range Notional Amount Expiration Date/Range Repurchase agreement 4.10 % 4.10 % $ 111,000 November 17, 2024 Mortgages payable on real estate 2.13 % 1.50 % - 3.22 % 439,025 January 9, 2024 - January 15, 2025 December 31, 2022 Financing Type Weighted Average SOFR Strike Price SOFR Strike Price/Range Notional Amount Expiration Date/Range Repurchase agreement 4.10 % 4.10 % $ 111,000 November 17, 2024 Mortgage payable on real estate 2.00 % 2.00 % 29,000 April 1, 2024 The following table presents information about our interest rate swaps whereby we receive floating rate payments in exchange for fixed rate payments as of December 31, 2023 (dollar amounts in thousands): Swap Maturities Notional Amount Weighted Average Fixed Interest Rate Weighted Average Variable Interest Rate 2025 $ 1,476,370 4.62 % 5.33 % 2026 214,985 4.19 % 5.33 % 2028 674,804 4.03 % 5.35 % 2033 358,806 4.04 % 5.34 % Total $ 2,724,965 4.36 % 5.34 % The following table presents information about our interest rate swaps whereby we receive fixed rate payments in exchange for floating rate payments as of December 31, 2023 (dollar amounts in thousands): Swap Maturities Notional Amount Weighted Average Fixed Interest Rate Weighted Average Variable Interest Rate 2028 $ 9,550 3.48 % 5.29 % 2033 43,500 3.64 % 5.33 % Total $ 53,050 3.61 % 5.33 % Certain of the Company’s derivative contracts are subject to International Swaps and Derivatives Association Master Agreements or other similar agreements which may contain provisions that grant counterparties certain rights with respect to the applicable agreement upon the occurrence of certain events including a decline in Company's stockholders’ equity (as defined in the respective agreements) in excess of specified thresholds or dollar amounts over set periods of time, the Company’s failure to maintain its REIT status, the Company’s failure to comply with limits on the amount of leverage and the Company’s stock being delisted from Nasdaq. F-50 Table of Contents 11. Other Assets and Other Liabilities Other Assets The following table presents the components of the Company's other assets as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Restricted cash (1) $ 143,535 $ 136,220 Accrued interest receivable 37,312 34,067 Real estate owned 34,353 18,588 Other assets in consolidated multi-family properties 28,923 13,681 Recoverable advances on residential loans 18,328 13,979 Collections receivable from residential loan servicers 14,956 15,374 Other receivables 12,593 11,357 Operating lease right-of-use assets 6,581 7,831 Derivative assets (2) 6,510 2,473 Deferred tax assets 4,510 2,671 Lease intangibles, net in consolidated multi-family properties 2,378 — Other 5,378 3,115 Total $ 315,357 $ 259,356 (1) Restricted cash represents cash held by third parties, initial margin for interest rate swap contracts, cash held by the Company's securitization trusts and restricted cash held by consolidated multi-family properties. (2) Includes derivative assets held in consolidated multi-family properties. Other Liabilities The following table presents the components of the Company's other liabilities as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Dividends and dividend equivalents payable $ 32,151 $ 49,996 Accrued interest payable 23,653 10,629 Accrued expenses and other liabilities in consolidated multi-family properties 21,797 10,511 Accrued expenses 11,515 15,576 Operating lease liabilities 7,102 8,383 Unfunded commitments for residential and multi-family investments 6,587 2,950 Deferred revenue 5,469 7,131 Advanced remittances from residential loan servicers 4,332 9,098 Deferred tax liabilities 2,012 394 Other 3,398 1,323 Total $ 118,016 $ 115,991 F-51 Table of Contents 12. Repurchase Agreements The following table presents the carrying value of the Company's repurchase agreements as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): Repurchase Agreements Secured By: December 31, 2023 December 31, 2022 Investment securities $ 1,862,063 $ 50,077 Residential loans 534,754 686,946 Single-family rental properties 74,296 — Total carrying value $ 2,471,113 $ 737,023 As of December 31, 2023, the Company had repurchase agreement exposure where the amount at risk was in excess of 5% of the Company's stockholders’ equity with Atlas SP and Bank of America at 7.93 % and 5.34 %, respectively. The amount at risk is defined as the fair value of assets pledged as collateral to the financing arrangement in excess of the financing arrangement liability. The financings under certain of our repurchase agreements are subject to margin calls to the extent the market value of the collateral subject to repurchase agreement falls below specified levels and repurchase may be accelerated upon an event of default under the repurchase agreements. As of December 31, 2023, the Company had assets available to be posted as margin which included liquid assets, such as unrestricted cash and cash equivalents, and unencumbered securities that could be monetized to pay down or collateralize the liability immediately. As of December 31, 2023, the Company had $ 171.5 million included in cash and cash equivalents and $ 170.6 million in unencumbered investment securities available to meet additional haircuts or market valuation requirements. The following table presents information about the Company's unencumbered securities at December 31, 2023 (dollar amounts in thousands): Unencumbered Securities December 31, 2023 Agency RMBS $ 95,272 Non-Agency RMBS (1) (2) 75,280 Total $ 170,552 (1) Includes IOs in Consolidated SLST with a fair value of $ 16.9 million as of December 31, 2023. Consolidated SLST securities owned by the Company are eliminated in consolidation in accordance with GAAP. (2) Includes CDOs repurchased from our residential loan securitizations with a fair value of $ 33.9 million as of December 31, 2023. Repurchased CDOs are eliminated in consolidation in accordance with GAAP. The Company also had unencumbered residential loans with a fair value of $ 169.2 million at December 31, 2023. Residential Loans and Single-family Rental Properties The Company has repurchase agreements with five financial institutions to fund the purchase of residential loans and single-family rental properties. The following table presents detailed information about the Company’s financings under these repurchase agreements and associated assets pledged as collateral at December 31, 2023 and 2022, respectively (dollar amounts in thousands): Maximum Aggregate Uncommitted Principal Amount Outstanding Repurchase Agreements (1) Net Deferred Finance Costs (2) Carrying Value of Repurchase Agreements Carrying Value of Assets Pledged (3) Weighted Average Rate Weighted Average Months to Maturity (4) December 31, 2023 $ 2,225,000 $ 611,055 $ ( 2,005 ) $ 609,050 $ 805,082 7.87 % 13.89 December 31, 2022 $ 2,030,879 $ 688,487 $ ( 1,541 ) $ 686,946 $ 867,033 6.65 % 16.69 F-52 Table of Contents (1) Includes non-mark-to-market repurchase agreements with an aggregate outstanding balance of $ 179.1 million, a weighted average rate of 8.19 %, and weighted average months to maturity of 14 months as of December 31, 2023. Includes non-mark-to-market repurchase agreements with an aggregate outstanding balance of $ 446.8 million, a weighted average rate of 6.77 %, and weighted average months to maturity of 24 months as of December 31, 2022. (2) Costs related to the repurchase agreements, which include commitment, underwriting, legal, accounting and other fees, are reflected as deferred charges. Such costs are presented as a deduction from the corresponding debt liability on the Company’s accompanying consolidated balance sheets and are amortized as an adjustment to interest expense using the effective interest method, or straight line-method, if the result is not materially different. (3) Includes residential loans with an aggregate fair value of $ 658.3 million and single-family rental properties with a net carrying value of $ 146.7 million as of December 31, 2023. Includes residential loans with an aggregate fair value of $ 867.0 million as of December 31, 2022. (4) The Company expects to roll outstanding amounts under these repurchase agreements into new repurchase agreements or other financings, or to repay outstanding amounts, prior to or at maturity. During the terms of the repurchase agreements, proceeds from the residential loans will be applied to pay any price differential and to reduce the aggregate repurchase price of the collateral. The financings under the repurchase agreements with two of the counterparties with an aggregate outstanding balance of $ 432.0 million as of December 31, 2023 are subject to margin calls to the extent the market value of the collateral falls below specified levels and repurchase may be accelerated upon an event of default under the repurchase agreements. The Company’s accrued interest payable on outstanding repurchase agreements secured by residential loans and single-family rental properties at December 31, 2023 and 2022 amounted to $ 3.7 million and $ 3.6 million, respectively, and is included in other liabilities on the Company’s consolidated balance sheets. The Company, as required by a repurchase agreement with one counterparty, entered into an interest rate cap contract that limits the indexed portion of the interest rate on the related repurchase agreement to a fixed rate ( see Note 10) . As of December 31, 2023, the Company's repurchase agreements contain various covenants, including among other things, the maintenance of certain amounts of liquidity and total stockholders' equity, as defined in the respective agreements. The Company is in compliance with such covenants as of December 31, 2023 and through the date of this Annual Report on Form 10-K. Investment Securities The Company has entered into repurchase agreements with financial institutions to finance certain investment securities available for sale, securities owned in Consolidated SLST and CDOs repurchased from our residential loan securitizations. These repurchase agreements provide short-term financing that bear interest rates typically based on a spread to SOFR and are secured by the investment securities which they finance and additional collateral pledged, if any. As of December 31, 2023 and 2022, the Company had amounts outstanding under repurchase agreements with seven counterparties and one counterparty, respectively. F-53 Table of Contents The following table presents detailed information about the amounts outstanding under the Company’s repurchase agreements secured by investment securities and associated assets pledged as collateral at December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Outstanding Repurchase Agreements Fair Value of Collateral Pledged Amortized Cost of Collateral Pledged Outstanding Repurchase Agreements Fair Value of Collateral Pledged Amortized Cost of Collateral Pledged Agency RMBS $ 1,771,436 $ 1,894,052 $ 1,869,415 $ — $ — $ — Non-Agency RMBS (1) (2) 90,627 182,383 232,997 50,077 170,551 210,733 Balance at end of the period $ 1,862,063 $ 2,076,435 $ 2,102,412 $ 50,077 $ 170,551 $ 210,733 (1) Includes first loss subordinated securities in Consolidated SLST with a fair value of $ 140.3 million and $ 170.6 million as of December 31, 2023 and 2022, respectively. Consolidated SLST securities owned by the Company are eliminated in consolidation in accordance with GAAP. (2) Includes CDOs repurchased from our residential loan securitizations with a fair value of $ 42.1 million as of December 31, 2023. Amounts included in amortized cost of collateral pledged for repurchased CDOs represent the current par value of the securities. Repurchased CDOs are eliminated in consolidation in accordance with GAAP. As of December 31, 2023 and 2022, the outstanding balances under our repurchase agreements secured by investment securities were funded at a weighted average advance rate of 93.4 % and 30.0 %, respectively, that implies an average "haircut" of 6.6 % and 70.0 %, respectively. As of December 31, 2023, the weighted average "haircut" related to our repurchase agreement financing for our Agency RMBS and non-Agency RMBS was approximately 4.7 % and 43.7 %, respectively. As of December 31, 2023 and 2022, the average days to maturity for repurchase agreements secured by investment securities were 46 days and 9 days, respectively, and the weighted average interest rates were 5.66 % and 5.28 %, respectively. The Company’s accrued interest payable on outstanding repurchase agreements secured by investment securities at December 31, 2023 and 2022 amounted to $ 13.6 million and $ 0.6 million, respectively, and is included in other liabilities on the Company’s consolidated balance sheets. The following table presents contractual maturity information about the Company’s outstanding repurchase agreements secured by investment securities at December 31, 2023 and 2022, respectively (dollar amounts in thousands): Contractual Maturity December 31, 2023 December 31, 2022 Within 30 days $ 505,446 $ 50,077 Over 30 day to 90 days 1,263,000 — Over 90 days 93,617 — Total $ 1,862,063 $ 50,077 F-54 Table of Contents 13. Collateralized Debt Obligations The Company's collateralized debt obligations, or CDOs, are accounted for as financings and are non-recourse debt to the Company. See Note 7 for further discussion regarding the collateral pledged for the Company's CDOs as well as the Company's net investments in the related securitizations. The following tables present a summary of the Company's CDOs as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 Outstanding Face Amount Carrying Value Weighted Average Interest Rate (1) (2) Stated Maturity (3) Consolidated SLST (4) $ 652,933 $ 593,737 2.75 % 2059 Residential loan securitizations 1,292,015 1,276,780 4.00 % 2026 - 2062 Total collateralized debt obligations $ 1,944,948 $ 1,870,517 December 31, 2022 Outstanding Face Amount Carrying Value Weighted Average Interest Rate (1) (2) Stated Maturity (3) Consolidated SLST (4) $ 699,408 $ 634,495 2.75 % 2059 Residential loan securitizations 1,498,198 1,468,222 3.54 % 2026 - 2062 Total collateralized debt obligations $ 2,197,606 $ 2,102,717 (1) Weighted average interest rate is calculated using the outstanding face amount and stated interest rate of notes issued by the securitization and not owned by the Company. (2) As of December 31, 2023 and 2022, $ 399.3 million and $ 647.1 million, respectively, of the Company's CDOs contained an initial interest rate step-up feature whereby the interest rate increases by 3.00 % if the outstanding notes are not redeemed by expected redemption dates, as defined in the respective governing documents, ranging from August 2024 to July 2025. Also, as of December 31, 2023 and 2022, $ 548.6 million and $ 647.1 million, respectively, of the Company CDOs contained potential additional interest rate step-ups of 1.00 % if the outstanding notes are not redeemed by expected redemption dates ranging from October 2024 to July 2026. As of December 31, 2023 and 2022, $ 523.2 million and $ 603.8 million, respectively, of the Company's CDOs contained a contractual interest rate step-up feature whereby the interest rate increases by either 1.00 % or 2.00 % at step-up dates, as defined in the respective governing documents, ranging from May 2024 to December 2026. (3) The actual maturity of the Company's CDOs are primarily determined by the rate of principal prepayments on the assets of the issuing entity. The CDOs are also subject to redemption prior to the stated maturity according to the terms of the respective governing documents. As a result, the actual maturity of the CDOs may occur earlier than the stated maturity. (4) The Company has elected the fair value option for CDOs issued by Consolidated SLST ( see Note 16). The Company's CDOs as of December 31, 2023 had stated maturities as follows: Year Ending December 31, Total 2024 $ — 2025 — 2026 63,942 2027 225,000 2028 — Thereafter 1,656,006 Total $ 1,944,948 F-55 Table of Contents 14. Debt Senior Unsecured Notes On April 27, 2021, the Company completed the issuance and sale to various qualified institutional investors of $ 100.0 million aggregate principal amount of its unregistered 5.75 % Senior Notes due 2026 (the "Unregistered Notes") in a private placement offering at 100 % of the principal amount. The net proceeds to the Company from the sale of the Unregistered Notes, after deducting offering expenses, were approximately $ 96.3 million. Subsequent to the issuance of the Unregistered Notes, the Company conducted an exchange offer wherein the Company exchanged its registered 5.75 % Senior Notes due 2026 (the "Registered Notes" and, together with the aggregate principal amount of Unregistered Notes that remain outstanding, the "Senior Unsecured Notes") for an equal principal amount of Unregistered Notes. As of December 31, 2023, the Company had $ 100.0 million aggregate principal amount of its Senior Unsecured Notes outstanding. Costs related to the issuance of the Senior Unsecured Notes which include underwriting, legal, accounting and other fees, are reflected as deferred charges. The deferred charges, net of amortization, are presented as a deduction from the corresponding debt liability on the Company's accompanying consolidated balance sheets in the amount of $ 1.9 million and $ 2.6 million as of December 31, 2023 and 2022, respectively. The deferred charges are amortized as an adjustment to interest expense using the effective interest method, resulting in a total cost to the Company of approximately 6.64 %. The Senior Unsecured Notes bear interest at a rate of 5.75 % per year, subject to adjustment from time to time based on changes in the ratings of the Senior Unsecured Notes by one or more nationally recognized statistical rating organizations (a “NRSRO”). The annual interest rate on the Senior Unsecured Notes will increase by (i) 0.50 % per year beginning on the first day of any six-month interest period if as of such day the Senior Unsecured Notes have a rating of BB+ or below and above B+ from any NRSRO and (ii) 0.75 % per year beginning on the first day of any six-month interest period if as of such day the Senior Unsecured Notes have a rating of B+ or below or no rating from any NRSRO. Interest on the Senior Unsecured Notes will be paid semi-annually in arrears on April 30 and October 30 of each year. The Senior Unsecured Notes will mature on April 30, 2026. The Company had the right to redeem the Senior Unsecured Notes, in whole or in part, at any time prior to April 30, 2023 at a redemption price equal to 100 % of the principal amount of the Senior Unsecured Notes to be redeemed, plus the applicable "make-whole" premium, plus accrued but unpaid interest, if any, to, but excluding, the redemption date. The "make-whole" premium was equal to the present value of all interest that would have accrued between the redemption date and up to, but excluding, April 30, 2023, plus an amount equal to the principal amount of such Senior Unsecured Notes multiplied by 2.875 %. The Company did not exercise its redemption right prior to April 30, 2023. On and after April 30, 2023, the Company has the right to redeem the Senior Unsecured Notes, in whole or in part, at 100 % of the principal amount of the Senior Unsecured Notes to be redeemed, plus accrued but unpaid interest, if any, to, but excluding, the redemption date, plus an amount equal to the principal amount of such Senior Unsecured Notes multiplied by a date-dependent multiple as detailed in the following table: Redemption Period Multiple April 30, 2023 - April 29, 2024 2.875 % April 30, 2024 - April 29, 2025 1.4375 % April 30, 2025 - April 29, 2026 — No sinking fund is provided for the Senior Unsecured Notes. The Senior Unsecured Notes are senior unsecured obligations of the Company that that are structurally subordinated in right of payment to the Company's subordinated debentures. As of December 31, 2023, the Company's Senior Unsecured Notes contain various covenants including the maintenance of a minimum net asset value, ratio of unencumbered assets to unsecured indebtedness and senior debt service coverage ratio and limit the amount of leverage the Company may utilize and its ability to transfer the Company’s assets substantially as an entirety or merge into or consolidate with another person. The Company is in compliance with such covenants as of December 31, 2023 and through the date of this Annual Report on Form 10-K. F-56 Table of Contents Subordinated Debentures Subordinated debentures are trust preferred securities that are fully guaranteed by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment. Prior to July 2023, each of the Company's subordinated debentures incurred interest at a floating rate equal to three-month LIBOR plus an applicable spread, resetting quarterly. In light of the cessation of the publication of three-month LIBOR after June 30, 2023, and pursuant to the terms of each of the Company's subordinated debentures, as of December 31, 2023, the floating rate for each of the Company's subordinated debentures is equal to three-month CME Term SOFR plus both a tenor spread adjustment of 0.26161 % per annum and the applicable spread. The following tables summarize the key details of the Company’s subordinated debentures as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 NYM Preferred Trust I NYM Preferred Trust II Principal value of trust preferred securities $ 25,000 $ 20,000 Interest rate Three-month CME Term SOFR plus tenor spread adjustment of 0.26161 % plus 3.75 %, resetting quarterly Three-month CME Term SOFR plus tenor spread adjustment of 0.26161 % plus 3.95 %, resetting quarterly Scheduled maturity March 30, 2035 October 30, 2035 December 31, 2022 NYM Preferred Trust I NYM Preferred Trust II Principal value of trust preferred securities $ 25,000 $ 20,000 Interest rate Three month LIBOR plus 3.75 %, resetting quarterly Three month LIBOR plus 3.95 %, resetting quarterly Scheduled maturity March 30, 2035 October 30, 2035 As of February 23, 2024, the Company has not been notified, and is not aware, of any event of default under the indenture for the subordinated debentures. Convertible Notes As of December 31, 2021, the Company had $ 138.0 million aggregate principal amount of its 6.25 % Senior Convertible Notes due 2022 outstanding. The Company redeemed the Convertible Notes at maturity for $ 138.0 million on January 15, 2022. None of the Convertible Notes were converted prior to maturity. Costs related to the issuance of the Convertible Notes which included underwriting, legal, accounting and other fees, were reflected as deferred charges. The underwriter’s discount and deferred charges were amortized as an adjustment to interest expense using the effective interest method, resulting in a total cost to the Company of approximately 8.24 %. The following table presents interest expense from the Convertible Notes for the years ended December 31, 2022 and 2021, respectively (dollar amounts in thousands): For the Years Ended December 31, 2022 2021 Contractual interest expense $ 335 $ 8,625 Amortization of underwriter's discount and deferred charges 103 2,571 Total $ 438 $ 11,196 Mortgages Payable on Real Estate As of December 31, 2023 and 2022, the Company owned joint venture equity investments in entities that own multi-family apartment communities, which the Company determined to be VIEs and for which the Company is the primary beneficiary. Accordingly, the Company consolidated the joint venture entities into its consolidated financial statements ( see Note 7) . F-57 Table of Contents During the year ended December 31, 2022, sales of consolidated multi-family apartment communities resulted in the repayment of the related mortgages payable ( see Note 8 ). The consolidated multi-family apartment communities are subject to mortgages payable collateralized by the associated real estate assets. The Company has no obligation for repayment of the mortgages payable but, with respect to certain of the mortgages payable, it may execute a guaranty related to commitment of bad acts. The following table presents detailed information for these mortgages payable on real estate as of December 31, 2023 and 2022, respectively (dollar amounts in thousands): Maximum Committed Mortgage Principal Amount Outstanding Mortgage Balance Net Deferred Finance Cost Mortgage Payable, Net (1) Stated Maturity Weighted Average Interest Rate (2) (3) December 31, 2023 $ 810,047 $ 789,053 $ ( 4,632 ) $ 784,421 2024 - 2032 6.41 % December 31, 2022 398,703 397,453 ( 2,746 ) 394,707 2025 - 2032 4.21 % (1) In September 2022, the Company announced a repositioning of its business through the opportunistic disposition over time of the Company's joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. Accordingly, mortgages payable on real estate related to certain joint venture equity investments in multi-family properties are included in liabilities of disposal group held for sale on the accompanying consolidated balance sheets as of December 31, 2022. As of December 31, 2023, certain of the joint venture equity investments in multi-family properties were determined to no longer meet held for sale criteria and the associated mortgages payable on real estate are included in mortgages payable on real estate, net on the accompanying consolidated balance sheets. See Note 9 for additional information. (2) Weighted average interest rate is calculated using the outstanding mortgage balance and interest rate as of the date indicated. (3) For variable-rate mortgages payable, the applicable entities, as required by the loan agreements, entered into interest rate cap contracts with counterparties that limit the indexed portion of the interest rate to a fixed rate. See Note 10 for additional information. Debt Maturities As of December 31, 2023, maturities for debt on the Company's consolidated balance sheet are as follows (dollar amounts in thousands): Year Ending December 31, Total 2024 $ 53,615 2025 319,274 2026 126,749 2027 — 2028 — Thereafter 434,415 Total $ 934,053 F-58 Table of Contents 15. Commitments and Contingencies Outstanding Litigation The Company is at times subject to various legal proceedings arising in the ordinary course of business. As of December 31, 2023, the Company does not believe that any of its current legal proceedings, individually or in the aggregate, will have a material adverse effect on the Company’s operations, financial condition or cash flows. Leases As of December 31, 2023, the Company has entered into multi-year lease agreements for office space accounted for as non-cancelable operating leases. Total property lease expense on these leases for the years ended December 31, 2023, 2022, and 2021 amounted to $ 1.7 million. The leases are secured by cash deposits in the amount of $ 0.7 million. As of December 31, 2023, obligations under non-cancelable operating leases are as follows (dollar amounts in thousands): Year Ending December 31, Total 2024 $ 1,548 2025 1,604 2026 1,617 2027 1,471 2028 1,226 Thereafter 781 Total lease payments $ 8,247 Less: imputed interest ( 1,145 ) Present value of lease liabilities $ 7,102 F-59 Table of Contents 16. Fair Value of Financial Instruments The Company has established and documented processes for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, then fair value is based upon internally developed models that primarily use inputs that are market-based or independently-sourced market parameters, including interest rate yield curves. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows: Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. The following describes the valuation methodologies used for the Company’s financial instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. a. Residential Loans Held in Consolidated SLST – Residential loans held in Consolidated SLST are carried at fair value and classified as Level 3 fair values. In accordance with the practical expedient in ASC 810, the Company determines the fair value of residential loans held in Consolidated SLST based on the fair value of the CDOs issued by the securitization and its investment in the securitization (eliminated in consolidation in accordance with GAAP), as the fair value of these instruments is more observable. The investment securities (eliminated in consolidation in accordance with GAAP) that we own in the securitization are generally illiquid and trade infrequently. As such they are classified as Level 3 in the fair value hierarchy. The fair valuation of these investment securities is determined based on an internal valuation model that considers expected cash flows from the underlying loans and yields required by market participants. The significant unobservable inputs used in the measurement of these investments are projected losses within the pool of loans and a discount rate. The discount rate used in determining fair value incorporates default rate, loss severity, prepayment rate and current market interest rates. Significant increases or decreases in these inputs would result in a significantly lower or higher fair value measurement. b. Residential Loans and Residential Loans Held in Securitization Trusts – The Company’s acquired residential loans are recorded at fair value and classified as Level 3 in the fair value hierarchy. The fair value for residential loans is determined using valuations obtained from a third party that specializes in providing valuations of residential loans. The valuation approach depends on whether the residential loan is considered performing, re-performing or non-performing at the date the valuation is performed. For performing and re-performing loans, estimates of fair value are derived using a discounted cash flow model, where estimates of cash flows are determined from scheduled payments for each loan, adjusted using forecast prepayment rates, default rates and rates for loss upon default. For non-performing loans, asset liquidation cash flows are derived based on the estimated time to liquidate the loan, expected liquidation costs and home price appreciation. Estimated cash flows for both performing and non-performing loans are discounted at yields considered appropriate to arrive at a reasonable exit price for the asset. Indications of loan value such as actual trades, bids, offers and generic market color may be used in determining the appropriate discount yield. The Company independently calculates valuations for residential loans based on discounted cash flows using an internal pricing model to validate all third-party valuations of residential loans. The Company has established thresholds to compare internally generated prices with independent third-party prices and any differences that exceed the thresholds are reviewed both internally and with the third-party pricing service. The Company reconciles and resolves all pricing differences in excess of the thresholds before a final price is established. F-60 Table of Contents c. Preferred Equity and Mezzanine Loan Investments – Fair value for preferred equity and mezzanine loan investments is determined by both market comparable pricing and discounted cash flows. The discounted cash flows are based on the underlying estimated cash flows and estimated changes in market yields. The fair value also reflects consideration of changes in credit risk since the origination or time of initial investment. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 in the fair value hierarchy. d. Investment Securities Available for Sale – The Company determines the fair value of all of its investment securities available for sale based on discounted cash flows utilizing an internal pricing model. The methodology considers the characteristics of the particular security and its underlying collateral, which are observable inputs. These inputs include, but are not limited to, delinquency status, coupon, loan-to-value ("LTV"), historical performance, periodic and life caps, collateral type, rate reset period, seasoning, prepayment speeds and credit enhancement levels. The Company also considers several observable market data points, including prices obtained from third-party pricing services or dealers who make markets in similar financial instruments, trading activity, and dialogue with market participants. Third-party pricing services typically incorporate commonly used market pricing methods, trading activity observed in the marketplace and other data inputs similar to those used in the Company's internal pricing model. The Company has established thresholds to compare internally generated prices with independent third-party prices and any differences that exceed the thresholds are reviewed both internally and with the third-party pricing service. The Company reconciles and resolves all pricing differences in excess of the thresholds before a final price is established. The Company’s investment securities available for sale are valued based upon readily observable market parameters and are classified as Level 2 fair values. e. Equity Investments – Fair value for equity investments is determined (i) by the valuation process for preferred equity and mezzanine loan investments as described in c. above or (ii) using weighted multiples of origination volume and earnings before taxes, depreciation and amortization of the entity and the net asset value ("NAV") of the equity investment entity. These fair value measurements are generally based on unobservable inputs and, as such, are classified as Level 3 in the fair value hierarchy. f. Derivative Instruments – The fair values of the Company's interest rate cap agreements are measured using models developed by either third-party pricing providers or the respective counterparty that use the market-standard methodology of discounting the future expected cash receipts which would occur if floating interest rates rise above the strike rate of the caps. The floating interest rates used in the calculation of projected receipts on the interest rate caps are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The inputs used in the valuation of interest rate caps fall within Level 2 of the fair value hierarchy. The Company's interest rate swaps are classified as Level 2 fair values and are measured using valuations reported by CME Clearing. The derivatives are presented net of variation margin payments pledged or received. The Company's options were classified as Level 2 fair values and are measured using prices obtained from the counterparty. The Company obtains additional third-party valuations for interest rate swaps, interest rate cap agreements and option contracts. The Company has established thresholds to compare different independent third-party prices and any differences that exceed the thresholds are reviewed both internally and with the third-party pricing services. The Company reconciles and resolves all pricing differences in excess of the thresholds before a final price is established. g. Collateralized Debt Obligations – CDOs issued by Consolidated SLST are classified as Level 3 fair values for which fair value is determined by considering several market data points, including prices obtained from third-party pricing services or dealers who make markets in similar financial instruments. The third-party pricing service or dealers incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular security. They will also consider contractual cash payments and yields expected by market participants. Refer to a . above for a description of the fair valuation of CDOs issued by Consolidated SLST that are eliminated in consolidation. F-61 Table of Contents Management reviews all prices used in determining fair value to ensure they represent current market conditions. This review includes surveying similar market transactions and comparisons to interest pricing models as well as offerings of like securities by dealers. Any changes to the valuation methodology are reviewed by management to ensure the changes are appropriate. As markets and products develop and the pricing for certain products becomes more transparent, the Company continues to refine its valuation methodologies. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The Company uses inputs that are current as of each reporting date, which may include periods of market dislocation, during which time price transparency may be reduced. This condition could cause the Company’s financial instruments to be reclassified from Level 2 to Level 3 in future periods. F-62 Table of Contents The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of December 31, 2023 and 2022, respectively, on the Company’s consolidated balance sheets (dollar amounts in thousands): Measured at Fair Value on a Recurring Basis at December 31, 2023 December 31, 2022 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets carried at fair value Residential loans: Residential loans $ — $ — $ 827,535 $ 827,535 $ — $ — $ 1,081,384 $ 1,081,384 Consolidated SLST — — 754,860 754,860 — — 827,582 827,582 Residential loans held in securitization trusts — — 1,501,908 1,501,908 — — 1,616,114 1,616,114 Investment securities available for sale: Agency RMBS — 1,989,324 — 1,989,324 — — — — Non-Agency RMBS — 24,493 — 24,493 — 68,570 — 68,570 CMBS — — — — — 30,133 — 30,133 ABS — — — — — 856 — 856 Multi-family loans — — 95,792 95,792 — — 87,534 87,534 Equity investments (1) — — 147,116 147,116 — — 179,746 179,746 Derivative assets: Interest rate caps (1) (2) — 6,510 — 6,510 — 2,473 — 2,473 Assets of disposal group held for sale (3) — 2,960 — 2,960 — 29,418 9,010 38,428 Total $ — $ 2,023,287 $ 3,327,211 $ 5,350,498 $ — $ 131,450 $ 3,801,370 $ 3,932,820 Liabilities carried at fair value Consolidated SLST CDOs $ — $ — $ 593,737 $ 593,737 $ — $ — $ 634,495 $ 634,495 Derivative liabilities: Interest rate swaps (2) (4) — — — — — — — — Total $ — $ — $ 593,737 $ 593,737 $ — $ — $ 634,495 $ 634,495 (1) Excludes assets of disposal group held for sale ( see Note 9 ). (2) Included in other assets in the consolidated balance sheets. (3) Includes derivative assets classified as Level 2 instruments in the amount of $ 3.0 million and $ 29.4 million as of December 31, 2023 and 2022, respectively, and equity investments classified as Level 3 instruments in the amount of $ 9.0 million as of December 31, 2022. (4) All of the Company’s interest rate swaps outstanding are cleared through a central clearing house. The Company exchanges variation margin for swaps based upon daily changes in fair value. Includes derivative liabilities of $ 40.5 million netted against derivative assets of $ 13.1 million and a variation margin of $ 27.4 million as of December 31, 2023. F-63 Table of Contents The following tables detail changes in valuation for the Level 3 assets for the years ended December 31, 2023, 2022, and 2021, respectively (dollar amounts in thousands): Level 3 Assets: Year Ended December 31, 2023 Residential loans Residential loans Consolidated SLST Residential loans held in securitization trusts Multi-family loans Equity investments Equity investments in disposal group held for sale Total Balance at beginning of period $ 1,081,384 $ 827,582 $ 1,616,114 $ 87,534 $ 179,746 $ 9,010 $ 3,801,370 Total gains/(losses) (realized/unrealized) Included in earnings 8,080 ( 10,748 ) 72,173 11,863 21,279 ( 3,290 ) 99,357 Transfers out (1) ( 26,277 ) — ( 16,208 ) ( 10,306 ) — — ( 52,791 ) Transfer to securitization trust, net (2) ( 282,831 ) — 282,831 — — — — Transfer from disposal group held for sale — — — — 5,720 ( 5,720 ) — Funding/Contributions — — — 21,924 33,958 — 55,882 Paydowns/Distributions ( 482,137 ) ( 61,974 ) ( 518,819 ) ( 15,223 ) ( 93,587 ) — ( 1,171,740 ) Sales ( 21,165 ) — ( 3,979 ) — — — ( 25,144 ) Purchases 550,481 — 69,796 — — — 620,277 Balance at the end of period $ 827,535 $ 754,860 $ 1,501,908 $ 95,792 $ 147,116 $ — $ 3,327,211 (1) Transfers out of Level 3 assets represents the transfer of residential loans to real estate owned and the consolidation of a VIE previously classified as an equity investment ( see Note 7 ). (2) During the year ended December 31, 2023, the Company transferred certain business purpose loans into residential loan securitizations (see Note 7 for further discussion of the Company's residential loan securitizations). F-64 Table of Contents Year Ended December 31, 2022 Residential loans Residential loans Consolidated SLST Residential loans held in securitization trusts Multi-family loans Equity investments Equity investments in disposal group held for sale Total Balance at beginning of period $ 1,703,290 $ 1,070,882 $ 801,429 $ 120,021 $ 239,631 $ — $ 3,935,253 Total (losses)/gains (realized/unrealized) Included in earnings ( 111,879 ) ( 128,236 ) ( 162,518 ) 9,531 18,884 ( 926 ) ( 375,144 ) Transfers out (1) ( 17,052 ) — ( 1,806 ) — — — ( 18,858 ) Transfer to securitization trust, net (2) ( 1,422,577 ) — 1,422,577 — — — — Transfer to disposal group held for sale — — — — ( 9,936 ) 9,936 — Funding/Contributions — — — — 28,086 — 28,086 Paydowns/Distributions ( 712,214 ) ( 115,064 ) ( 535,017 ) ( 42,018 ) ( 96,919 ) — ( 1,501,232 ) Purchases 1,641,816 — 91,449 — — — 1,733,265 Balance at the end of period $ 1,081,384 $ 827,582 $ 1,616,114 $ 87,534 $ 179,746 $ 9,010 $ 3,801,370 (1) Transfers out of Level 3 assets represents the transfer of residential loans to real estate owned. (2) During the year ended December 31, 2022, the Company transferred certain performing, re-performing and business purpose loans into residential loan securitizations (see Note 7 for further discussion of the Company's residential loan securitizations). Year Ended December 31, 2021 Residential loans Residential loans Consolidated SLST Residential loans held in securitization trusts Multi-family loans Equity investments Total Balance at beginning of period $ 1,090,930 $ 1,266,785 $ 691,451 $ 163,593 $ 259,095 $ 3,471,854 Total gains/(losses) (realized/unrealized) Included in earnings 36,844 ( 35,953 ) 43,001 18,795 36,729 99,416 Transfers out (1) ( 2,080 ) — ( 2,053 ) — — ( 4,133 ) Transfer to securitization trust, net (2) ( 305,433 ) — 305,433 — — — Funding/Contributions — — — 37,678 107,465 145,143 Paydowns/Distributions ( 618,790 ) ( 159,950 ) ( 239,436 ) ( 100,045 ) ( 163,658 ) ( 1,281,879 ) Sales ( 74,751 ) — ( 2,376 ) — — ( 77,127 ) Purchases 1,576,570 — 5,409 — — 1,581,979 Balance at the end of period $ 1,703,290 $ 1,070,882 $ 801,429 $ 120,021 $ 239,631 $ 3,935,253 (1) Transfers out of Level 3 assets represents the transfer of residential loans to real estate owned. (2) During the year ended December 31, 2021, the Company transferred certain business purpose loans into a residential loan securitization. The Company also redeemed a residential loan securitization and transferred certain performing, re-performing and non-performing residential loans into a residential loan securitization (see Note 7 for further discussion of the Company's residential loan securitizations). F-65 Table of Contents The following table details changes in valuation for the Level 3 liabilities for the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): Level 3 Liabilities: Consolidated SLST CDOs Years Ended December 31, 2023 2022 2021 Balance at beginning of period $ 634,495 $ 839,419 $ 1,054,335 Total losses/(gains) (realized/unrealized) Included in earnings 5,718 ( 90,077 ) ( 54,154 ) Paydowns ( 46,476 ) ( 114,847 ) ( 160,762 ) Balance at the end of period $ 593,737 $ 634,495 $ 839,419 F-66 Table of Contents The following table discloses quantitative information regarding the significant unobservable inputs used in the valuation of our Level 3 assets and liabilities measured at fair value (dollar amounts in thousands, except input values): December 31, 2023 Fair Value Valuation Technique Unobservable Input Weighted Average Range Assets Residential loans: Residential loans and residential loans held in securitization trusts (1) $ 2,138,811 Discounted cash flow Lifetime CPR 4.9 % — - 48.5 % Lifetime CDR 0.7 % — - 22.6 % Loss severity 12.7 % — - 100.0 % Yield 7.5 % 4.7 % - 31.0 % $ 190,632 Liquidation model Annual home price appreciation/(depreciation) 0.3 % — - 12.0 % Liquidation timeline (months) 18 9 - 50 Property value $ 2,536,520 $ 9,000 - $ 13,750,000 Yield 7.6 % 7.2 % - 29.2 % Consolidated SLST (3) $ 754,860 Liability price N/A Total $ 3,084,303 Multi-family loans (1) $ 95,792 Discounted cash flow Discount rate 12.6 % 11.0 % - 20.5 % Months to assumed redemption 32 3 - 55 Loss severity — Equity investments (1) (2) $ 109,962 Discounted cash flow Discount rate 14.0 % 13.0 % - 15.5 % Months to assumed redemption 24 7 - 54 Loss severity — Liabilities Consolidated SLST CDOs (3) (4) $ 593,737 Discounted cash flow Yield 5.8 % 5.0 % - 10.0 % Collateral prepayment rate 6.1 % 2.6 % - 7.0 % Collateral default rate 1.3 % — - 8.4 % Loss severity 21.4 % 17.2 - 63.3 % (1) Weighted average amounts are calculated based on the weighted average fair value of the assets. (2) Equity investments do not include equity ownership interests in an entity that originates residential loans. The fair value of this investment is determined using weighted multiples of origination volume and earnings before taxes, depreciation and amortization and NAV of the entity. (3) In accordance with the practical expedient in ASC 810, the Company determines the fair value of the residential loans held in Consolidated SLST based on the fair value of the CDOs issued by Consolidated SLST, including investment securities we own, as the fair value of these instruments is more observable. At December 31, 2023, the fair value of investment securities we own in Consolidated SLST amounts to $ 157.2 million. F-67 Table of Contents (4) Weighted average yield calculated based on the weighted average fair value of the CDOs issued by Consolidated SLST, including investment securities we own. Weighted average collateral prepayment rate, weighted average collateral default rate and weighted average loss severity are calculated based on the weighted average unpaid balance of the CDOs issued by Consolidated SLST, including investment securities we own. The following table details the changes in unrealized gains (losses) included in earnings for the years ended December 31, 2023, 2022 and 2021, respectively, for our Level 3 assets and liabilities held as of December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Assets Residential loans Residential loans (1) $ 321 $ ( 57,892 ) $ 31,222 Consolidated SLST (1) ( 8,086 ) ( 124,834 ) ( 31,128 ) Residential loans held in securitization trust (1) 56,576 ( 219,647 ) 35,570 Multi-family loans (1) 645 ( 1,737 ) 1,924 Equity investments (2) ( 7,958 ) ( 4,338 ) 3,990 Equity investments in disposal group held for sale (2) — ( 1,430 ) — Liabilities Consolidated SLST CDOs (1) $ ( 1,930 ) $ 92,431 $ 54,960 (1) Presented in unrealized gains (losses), net on the Company’s consolidated statements of operations. (2) Presented in income from equity investments on the Company’s consolidated statements of operations. The following table presents the carrying value and estimated fair value of the Company’s financial instruments at December 31, 2023 and 2022, respectively (dollar amounts in thousands): December 31, 2023 December 31, 2022 Fair Value Hierarchy Level Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value Financial Assets: Cash and cash equivalents Level 1 $ 187,107 $ 187,107 $ 244,718 $ 244,718 Residential loans Level 3 3,084,303 3,084,303 3,525,080 3,525,080 Investment securities available for sale Level 2 2,013,817 2,013,817 99,559 99,559 Multi-family loans Level 3 95,792 95,792 87,534 87,534 Equity investments Level 3 147,116 147,116 179,746 179,746 Equity investments in disposal group held for sale Level 3 — — 9,010 9,010 Derivative assets Level 2 6,510 6,510 2,473 2,473 Derivative assets in disposal group held for sale Level 2 2,960 2,960 29,418 29,418 Financial Liabilities: Repurchase agreements Level 2 2,471,113 2,471,113 737,023 737,023 Collateralized debt obligations: Residential loan securitizations at amortized cost, net Level 3 1,276,780 1,237,531 1,468,222 1,383,715 Consolidated SLST Level 3 593,737 593,737 634,495 634,495 Subordinated debentures Level 3 45,000 32,137 45,000 32,721 Senior unsecured notes Level 2 98,111 94,952 97,384 91,104 Mortgages payable on real estate Level 3 784,421 761,194 394,707 377,327 Mortgages payable on real estate in disposal group held for sale Level 3 378,386 377,735 865,414 864,758 F-68 Table of Contents In addition to the methodology to determine the fair value of the Company’s financial assets and liabilities reported at fair value, as previously described, the following methods and assumptions were used by the Company in arriving at the fair value of the Company’s other financial instruments in the table immediately above: a. Cash and cash equivalents – Estimated fair value approximates the carrying value of such assets. b. Repurchase agreements – The fair value of these repurchase agreements approximates cost as they are short term in nature. c. Residential loan securitizations at amortized cost, net – The fair value of these CDOs is based on discounted cash flows as well as market pricing on comparable obligations. d. Subordinated debentures – The fair value of these subordinated debentures is based on discounted cash flows using management’s estimate for market yields. e. Senior unsecured notes – The fair value is based on quoted prices provided by dealers who make markets in similar financial instruments. f. Mortgages payable on operating real estate – The fair value of consolidated variable-rate mortgages payable approximates the carrying value of such liabilities. The fair value of consolidated fixed-rate mortgages payable is estimated based upon discounted cash flows at current borrowing rates. F-69 Table of Contents 17. Stockholders' Equity (a) Preferred Stock The Company had 200,000,000 authorized shares of preferred stock, par value $ 0.01 per share (the “Preferred Stock”), with 22,164,414 and 22,284,994 shares issued and outstanding as of December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company has four outstanding series of cumulative redeemable preferred stock: 8.00 % Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”), 7.875 % Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), 6.875 % Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) and 7.00 % Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”). Each series of the Preferred Stock is senior to the Company’s common stock with respect to dividends and distributions upon liquidation, dissolution or winding up. In March 2023, the Board of Directors approved a $ 100.0 million preferred stock repurchase program. The program, which is currently set to expire on March 31, 2025, allows the Company to make repurchases of shares of Preferred Stock, from time to time, in open market transactions, through privately negotiated transactions or block trades or other means, in accordance with applicable securities laws and the rules and regulations of Nasdaq. During the year ended December 31, 2023, the Company repurchased 16,177 shares of Series D Preferred Stock, 68,348 shares of Series E Preferred Stock, 9,791 shares of Series F Preferred Stock and 26,264 shares of Series G Preferred Stock pursuant to the preferred stock repurchase program for a total cost of approximately $ 2.4 million, including fees and commissions paid to the broker, representing an average repurchase price of $ 20.29 per preferred share. The difference between the consideration transferred and the carrying value of the preferred stock resulted in a gain attributable to common stockholders of approximately $ 0.5 million during the year ended December 31, 2023. As of December 31, 2023, $ 97.6 million of the approved amount remained available for the repurchase of shares of Preferred Stock under the preferred stock repurchase program. In July 2021, the Company issued 5,750,000 shares of the Company's Series F Preferred Stock, with a par value of $ 0.01 per share and a liquidation preference of $ 25.00 per share, in an underwritten public offering, for net proceeds of approximately $ 138.6 million after deducting underwriting discounts and commissions and offering expenses. On August 6, 2021, the Company classified and designated an additional 2,000,000 shares of the Company’s authorized but unissued preferred stock as Series F Preferred Stock. In July 2021, the Company redeemed all outstanding shares of its 7.875 % Series C Cumulative Redeemable Preferred Stock ("Series C Preferred Stock") at an aggregate redemption price of approximately $ 25.08 per share, which included accumulated and unpaid dividends up to, but not including, the redemption date. The excess of the $ 25.00 liquidation price per share over the carrying value of the Series C Preferred Stock resulted in a charge of $ 3.4 million to net income attributable to Company's common stockholders for the year ended December 31, 2021. In November 2021, the Company issued 3,000,000 shares of Series G Preferred Stock, with a par value of $ 0.01 per share and a liquidation preference of $ 25.00 per share, in an underwritten public offering, for net proceeds of approximately $ 72.1 million, after deducting underwriting discounts and commissions and offering expenses. In December 2021, the Company redeemed all outstanding shares of its 7.750 % Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") at an aggregate redemption price of approximately $ 25.34 per share, which included accumulated and unpaid dividends up to, but not including, the redemption date. The excess of the $ 25.00 liquidation price per share over the carrying value of the Series B Preferred Stock resulted in a charge of $ 2.7 million to net income attributable to Company's common stockholders for the year ended December 31, 2021. F-70 Table of Contents The following tables summarize the Company’s Preferred Stock issued and outstanding as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 Class of Preferred Stock Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Preference Contractual Rate (1) Optional Redemption Date (2) Fixed-to-Floating Rate Conversion Date (1)(3) Floating Annual Rate (4) (5) Fixed-to-Floating Rate Series D 8,400,000 6,107,318 $ 147,745 $ 152,683 8.000 % October 15, 2027 October 15, 2027 3M LIBOR + 5.695 % Series E 9,900,000 7,343,151 177,697 183,579 7.875 % January 15, 2025 January 15, 2025 3M LIBOR + 6.429 % Series F 7,750,000 5,740,209 138,418 143,505 6.875 % October 15, 2026 October 15, 2026 3M SOFR + 6.130 % Fixed Rate Series G 5,450,000 2,973,736 71,585 74,343 7.000 % January 15, 2027 Total 31,500,000 22,164,414 $ 535,445 $ 554,110 December 31, 2022 Class of Preferred Stock Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Preference Contractual Rate (1) Optional Redemption Date (2) Fixed-to-Floating Rate Conversion Date (1)(3) Floating Annual Rate (4) (5) Fixed-to-Floating Rate Series D 8,400,000 6,123,495 $ 148,134 $ 153,087 8.000 % October 15, 2027 October 15, 2027 3M LIBOR + 5.695 % Series E 9,900,000 7,411,499 179,349 185,288 7.875 % January 15, 2025 January 15, 2025 3M LIBOR + 6.429 % Series F 7,750,000 5,750,000 138,650 143,750 6.875 % October 15, 2026 October 15, 2026 3M SOFR + 6.130 % Fixed Rate Series G 5,450,000 3,000,000 72,218 75,000 7.000 % January 15, 2027 Total 31,500,000 22,284,994 $ 538,351 $ 557,125 (1) The Company's fixed rate preferred stock is entitled to receive a dividend at the contractual rate shown, per year on its $ 25 liquidation preference. Each series of fixed-to-floating rate preferred stock is entitled to receive a dividend at the contractual rate shown, respectively, per year on its $ 25 liquidation preference up to, but excluding, the fixed-to-floating rate conversion date. (2) Each series of Preferred Stock is not redeemable by the Company prior to the respective optional redemption date disclosed except under circumstances intended to preserve the Company’s qualification as a REIT and except upon occurrence of a Change in Control (as defined in the Articles Supplementary designating the Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, respectively). (3) Beginning on the respective fixed-to-floating rate conversion date, each of the Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock is entitled to receive a dividend on a floating rate basis according to the terms disclosed in footnotes (4) and (5) below. F-71 Table of Contents (4) Prior to July 2023, on and after the fixed-to-floating rate conversion date, each of the Series D Preferred Stock and Series E Preferred Stock were entitled to receive a dividend at a floating rate equal to three-month LIBOR plus the respective spread disclosed above per year on its $ 25 liquidation preference. In light of the cessation of the publication of three-month LIBOR after June 30, 2023, and pursuant to the Articles Supplementary for each of the Series D Preferred Stock and Series E Preferred Stock and the applicability of the Adjustable Interest Rate (LIBOR) Act of 2021 to the Series D Preferred Stock and Series E Preferred Stock, given all of the information available to the Company to date, the Company believes that three-month CME Term SOFR plus the applicable tenor spread adjustment of 0.26161 % per annum will automatically replace three-month LIBOR as the reference rate for calculations of the dividend rate payable on the Series D Preferred Stock and Series E Preferred Stock for dividend periods from and after the respective fixed-to-floating rate conversion date. (5) On and after the fixed-to-floating rate conversion date, the Series F Preferred Stock is entitled to receive a dividend at a floating rate equal to three-month SOFR plus the spread disclosed above per year on its $ 25 liquidation preference. For each series of Preferred Stock, on or after the respective optional redemption date disclosed, the Company may, at its option, redeem the respective series of Preferred Stock in whole or in part, at any time or from time to time, for cash at a redemption price equal to $ 25.00 per share, plus any accumulated and unpaid dividends. In addition, upon the occurrence of a change of control, the Company may, at its option, redeem the Preferred Stock in whole or in part, within 120 days after the first date on which such change of control occurred, for cash at a redemption price of $ 25.00 per share, plus any accumulated and unpaid dividends. The Preferred Stock generally do not have any voting rights, subject to an exception in the event the Company fails to pay dividends on such stock for six or more quarterly periods (whether or not consecutive). Under such circumstances, holders of the Preferred Stock voting together as a single class with the holders of all other classes or series of our preferred stock upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Preferred Stock will be entitled to vote to elect two additional directors to the Company’s Board of Directors (the “Board”) until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of any series of the Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of the series of Preferred Stock whose terms are being changed. The Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a change of control. Upon the occurrence of a change of control, each holder of Preferred Stock will have the right (unless the Company has exercised its right to redeem the Preferred Stock) to convert some or all of the Preferred Stock held by such holder into a number of shares of our common stock per share of the applicable series of Preferred Stock determined by a formula, in each case, on the terms and subject to the conditions described in the applicable Articles Supplementary for such series. F-72 Table of Contents (b) Dividends on Preferred Stock The following table presents the relevant information with respect to quarterly cash dividends declared on the Preferred Stock commencing January 1, 2021 through December 31, 2023: Cash Dividend Per Share Declaration Date Record Date Payment Date Series B Preferred Stock (1) Series C Preferred Stock (1) Series D Preferred Stock Series E Preferred Stock Series F Preferred Stock Series G Preferred Stock December 14, 2023 January 1, 2024 January 15, 2024 $ — $ — $ 0.50 $ 0.4921875 $ 0.4296875 $ 0.43750 September 11, 2023 October 1, 2023 October 15, 2023 — — 0.50 0.4921875 0.4296875 0.43750 June 6, 2023 July 1, 2023 July 15, 2023 — — 0.50 0.4921875 0.4296875 0.43750 March 9, 2023 April 1, 2023 April 15, 2023 — — 0.50 0.4921875 0.4296875 0.43750 December 12, 2022 January 1, 2023 January 15, 2023 — — 0.50 0.4921875 0.4296875 0.43750 September 16, 2022 October 1, 2022 October 15, 2022 — — 0.50 0.4921875 0.4296875 0.43750 June 17, 2022 July 1, 2022 July 15, 2022 — — 0.50 0.4921875 0.4296875 0.43750 March 14, 2022 April 1, 2022 April 15, 2022 — — 0.50 0.4921875 0.4296875 0.43750 December 13, 2021 January 1, 2022 January 15, 2022 — — 0.50 0.4921875 0.4296875 0.24792 (2) September 13, 2021 October 1, 2021 October 15, 2021 0.484375 — 0.50 0.4921875 0.4679000 (3) — June 14, 2021 July 1, 2021 July 15, 2021 0.484375 0.4921875 0.50 0.4921875 — — March 15, 2021 April 1, 2021 April 15, 2021 0.484375 0.4921875 0.50 0.4921875 — — (1) Refer above for disclosure regarding the optional redemption of the Company's Series B Preferred Stock and Series C Preferred Stock. (2) Cash dividend for the short initial dividend period that began on November 24, 2021 and ended on January 14, 2022. (3) Cash dividend for the long initial dividend period that began on July 7, 2021 and ended on October 14, 2021. (c) Common Stock The Company had 200,000,000 authorized shares of common stock, par value $ 0.01 per share, with 90,675,403 and 91,193,688 shares issued and outstanding as of December 31, 2023 and 2022, respectively. F-73 Table of Contents On February 22, 2023, the Company announced that the Board of Directors approved the Reverse Stock Split. The Reverse Stock Split was effected as of 12:01 a.m., New York City time, on March 9, 2023 (the “Effective Time”). Accordingly, at the Effective Time, every four issued and outstanding shares of the Company’s common stock were converted into one share of the Company’s common stock, with a proportionate reduction in the Company’s authorized shares of common stock, outstanding equity awards and number of shares remaining available for issuance under the Company's 2017 Equity Incentive Plan (as amended, the "2017 Plan") . In connection with the reverse stock split, the number of authorized shares of the Company’s common stock was also reduced on a one-for-four basis, from 800,000,000 to 200,000,000 . The par value of each share of common stock remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder holding fractional shares as a result of the Reverse Stock Split was entitled to receive, in lieu of such fractional shares, cash in an amount based on the closing price of the Company's common stock on the Nasdaq Global Select Market on March 8, 2023. The Reverse Stock Split applied to all of the Company’s outstanding shares of common stock and therefore did not affect any stockholder’s ownership percentage of shares of the Company’s common stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. A ll common share and per common share data included in these consolidated financial statements and notes thereto have been adjusted on a retroactive basis to reflect the impact of the Reverse Stock Split. In February 2022, the Board of Directors approved a $ 200.0 million common stock repurchase program. The program, which is currently set to expire on March 31, 2025, allows the Company to make repurchases of shares of common stock, from time to time, in open market transactions, through privately negotiated transactions or block trades or other means, in accordance with applicable securities laws and the rules and regulations of Nasdaq. In March 2023, the Board of Directors approved an upsize of the common stock repurchase program to $ 246.0 million. During the year ended December 31, 2023, the Company repurchased 937,850 shares of its common stock pursuant to the common stock repurchase program for a total cost of approximately $ 8.6 million, including fees and commissions paid to the broker, representing an average repurchase price of $ 9.19 per common share. During the year ended December 31, 2022, the Company repurchased 4,157,403 shares of its common stock pursuant to the common stock repurchase program for a total cost of approximately $ 44.4 million, including fees and commissions paid to the broker, representing an average repurchase price of $ 10.68 per common share. As of December 31, 2023, $ 193.2 million of the approved amount remained available for the repurchase of shares of the Company's common stock under the common stock repurchase program. (d) Dividends on Common Stock The following table presents cash dividends declared by the Company on its common stock with respect to the quarterly periods commencing January 1, 2021 and ended December 31, 2023: Period Declaration Date Record Date Payment Date Cash Dividend Per Share Fourth Quarter 2023 December 14, 2023 December 26, 2023 January 26, 2024 $ 0.200 Third Quarter 2023 September 11, 2023 September 21, 2023 October 26, 2023 0.300 Second Quarter 2023 June 6, 2023 June 16, 2023 July 26, 2023 0.300 First Quarter 2023 March 9, 2023 March 20, 2023 April 26, 2023 0.400 Fourth Quarter 2022 December 12, 2022 December 27, 2022 January 26, 2023 0.400 Third Quarter 2022 September 16, 2022 September 26, 2022 October 26, 2022 0.400 Second Quarter 2022 June 17, 2022 June 27, 2022 July 25, 2022 0.400 First Quarter 2022 March 14, 2022 March 24, 2022 April 25, 2022 0.400 Fourth Quarter 2021 December 13, 2021 December 27, 2021 January 25, 2022 0.400 Third Quarter 2021 September 13, 2021 September 23, 2021 October 25, 2021 0.400 Second Quarter 2021 June 14, 2021 June 24, 2021 July 26, 2021 0.400 First Quarter 2021 March 15, 2021 March 25, 2021 April 26, 2021 0.400 F-74 Table of Contents During 2023, aggregate dividends for our common stock were $ 1.20 per share. For U.S. federal income tax purposes, the 2023 dividends were classified as return of capital in the amount of $ 1.00 per share and the January 2024 cash distribution in the amount of $ 0.20 per share, that was declared in December 2023, is treated as a 2024 distribution. During 2022, aggregate dividends for our common stock were $ 1.60 per share. For U.S. federal income tax purposes, the 2022 dividends were classified as ordinary income and return of capital in the amounts of $ 0.60 and $ 1.00 , respectively, per share. During 2021, aggregate dividends for our common stock were $ 1.60 per share. For U.S. federal income tax purposes, the 2021 dividends were classified as ordinary income, capital gain distribution and return of capital in the amounts of $ 0.36 , $ 0.16 and $ 1.08 , respectively, per share. (e) Equity Distribution Agreements On August 10, 2021, the Company entered into an equity distribution agreement (the “Common Equity Distribution Agreement”) with a sales agent, pursuant to which the Company may offer and sell shares of its common stock, par value $ 0.01 per share, having a maximum aggregate sales price of up to $ 100.0 million from time to time through the sales agent. The Company has no obligation to sell any of the shares of common stock issuable under the Common Equity Distribution Agreement and may at any time suspend solicitations and offers under the Common Equity Distribution Agreement. There were no shares of the Company's common stock issued under the Common Equity Distribution Agreement and the Prior Equity Distribution Agreement during the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, approximately $ 100.0 million of common stock remains available for issuance under the Common Equity Distribution Agreement. On March 29, 2019, the Company entered into an equity distribution agreement (the “Preferred Equity Distribution Agreement”) with a sales agent, pursuant to which the Company may offer and sell shares of the Company's Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, having a maximum aggregate gross sales price of up to $ 50.0 million, from time to time through the sales agent. On November 27, 2019, the Company entered into an amendment to the Preferred Equity Distribution Agreement that increased the maximum aggregate sales price to $ 131.5 million. The amendment also provided for the inclusion of sales of the Company’s Series E Preferred Stock. On August 10, 2021, the Company entered into an amendment to the Preferred Equity Distribution Agreement that increased the maximum aggregate sales price to $ 149.1 million. The amendment also provided for the inclusion of sales of the Company's Series F Preferred Stock and the exclusion of sales of the Company's Series C Preferred Stock. On March 2, 2022, the Company entered into an amendment to the Preferred Equity Distribution Agreement that provided for the inclusion of sales of the Company's Series G Preferred Stock and the exclusion of sales of the Company's Series B Preferred Stock. The Company has no obligation to sell any of the shares of Preferred Stock issuable under the Preferred Equity Distribution Agreement and may at any time suspend solicitations and offers under the Preferred Equity Distribution Agreement. There were no shares of Preferred Stock issued under the Preferred Equity Distribution Agreement during the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, approximately $ 100.0 million of Preferred Stock remains available for issuance under the Preferred Equity Distribution Agreement. F-75 Table of Contents 18. (Loss) Earnings Per Common Share The Company calculates basic (loss) earnings per common share by dividing net (loss) earnings attributable to the Company’s common stockholders for the period by weighted-average shares of common stock outstanding for that period. Diluted (loss) earnings per common share takes into account the effect of dilutive instruments, such as convertible notes, performance share units and restricted stock units, and the number of incremental shares that are to be added to the weighted-average number of shares outstanding. The Company redeemed the Convertible Notes at maturity in the amount of $ 138.0 million on January 15, 2022. During the years ended December 31, 2022 and 2021, the Company's Convertible Notes were determined to be anti-dilutive and were not included in the calculation of diluted (loss) earnings per common share. During the years ended December 31, 2023 and 2022, the PSUs and RSUs awarded under the 2017 Plan were determined to be anti-dilutive and were not included in the calculation of diluted loss per common share. During the year ended December 31, 2021, certain of the PSUs and RSUs awarded under the 2017 Plan were determined to be dilutive and were included in the calculation of diluted earnings per common share under the treasury stock method. Under this method, common equivalent shares are calculated assuming that target PSUs and outstanding RSUs vest according to the respective PSU and RSU agreements and unrecognized compensation cost is used to repurchase shares of the Company’s outstanding common stock at the average market price during the reported period. The following table presents the computation of basic and diluted (loss) earnings per common share for the periods indicated (dollar and share amounts in thousands, except per share amounts): For the Years Ended December 31, 2023 2022 2021 Basic (Loss) Earnings per Common Share: Net (loss) income attributable to Company $ ( 48,665 ) $ ( 298,605 ) $ 193,200 Less: Preferred Stock dividends ( 41,837 ) ( 41,972 ) ( 42,859 ) Plus: Gain on repurchase of Preferred Stock 467 — — Less: Preferred Stock redemption charge — — ( 6,165 ) Net (loss) income attributable to Company’s common stockholders $ ( 90,035 ) $ ( 340,577 ) $ 144,176 Basic weighted average common shares outstanding 91,042 94,322 94,808 Basic (Loss) Earnings per Common Share $ ( 0.99 ) $ ( 3.61 ) $ 1.52 Diluted (Loss) Earnings per Common Share: Net (loss) income attributable to Company $ ( 48,665 ) $ ( 298,605 ) $ 193,200 Less: Preferred Stock dividends ( 41,837 ) ( 41,972 ) ( 42,859 ) Plus: Gain on repurchase of Preferred Stock 467 — — Less: Preferred Stock redemption charge — — ( 6,165 ) Net (loss) income attributable to Company’s common stockholders $ ( 90,035 ) $ ( 340,577 ) $ 144,176 Weighted average common shares outstanding 91,042 94,322 94,808 Net effect of assumed PSUs vested — — 385 Net effect of assumed RSUs vested — — 49 Diluted weighted average common shares outstanding 91,042 94,322 95,242 Diluted (Loss) Earnings per Common Share $ ( 0.99 ) $ ( 3.61 ) $ 1.51 F-76 Table of Contents 19. Stock Based Compensation Pursuant to the 2017 Plan, as approved by the Company's stockholders, eligible employees, officers and directors of the Company and individuals who provide services to the Company are offered the opportunity to acquire the Company’s common stock through equity awards under the 2017 Plan. The maximum number of shares that may be issued under the 2017 Plan is 10,792,500 . Of the common stock authorized at December 31, 2023, 6,249,922 shares remain available for issuance under the 2017 Plan. The Company’s non-employee directors have been issued 301,472 shares under the 2017 Plan as of December 31, 2023. The Company’s employees have been issued 1,204,781 shares of restricted stock under the 2017 Plan as of December 31, 2023. At December 31, 2023, there were 524,570 shares of non-vested restricted stock outstanding, 1,802,352 common shares reserved for issuance in connection with outstanding PSUs under the 2017 Plan and 351,974 common shares reserved for issuance in connection with outstanding RSUs under the 2017 Plan. Of the common stock authorized at December 31, 2022, 7,199,024 shares were reserved for issuance under the 2017 Plan. The Company’s non-employee directors had been issued 229,754 shares under the 2017 Plan as of December 31, 2022. The Company’s employees had been issued 952,350 shares of restricted stock under the 2017 Plan as of December 31, 2022. At December 31, 2022, there were 526,074 shares of non-vested restricted stock outstanding, 1,558,343 common shares reserved for issuance in connection with outstanding PSUs under the 2017 Plan and 263,708 common shares reserved for issuance in connection with outstanding RSUs under the 2017 Plan. (a) Restricted Common Stock Awards During the years ended December 31, 2023, 2022 and 2021, the Company recognized non-cash compensation expense on its restricted common stock awards of $ 3.7 million, $ 4.6 million and $ 4.3 million, respectively. Dividends are paid on all restricted stock issued, whether those shares have vested or not. Non-vested restricted stock is forfeited upon the recipient’s termination of employment, subject to certain exceptions. A summary of the activity of the Company’s non-vested restricted stock under the 2017 Plan for the years ended December 31, 2023, 2022 and 2021, respectively, is presented below: 2023 2022 2021 Number of Non-vested Restricted Shares Weighted Average Per Share Grant Date Fair Value (1) Number of Non-vested Restricted Shares Weighted Average Per Share Grant Date Fair Value (1) Number of Non-vested Restricted Shares Weighted Average Per Share Grant Date Fair Value (1) Non-vested shares as of January 1 526,074 $ 16.34 477,218 $ 20.20 400,899 $ 25.08 Granted 275,248 12.36 304,396 14.36 264,524 15.44 Vested ( 253,912 ) 18.18 ( 231,128 ) 21.76 ( 155,350 ) 21.64 Forfeited ( 22,840 ) 12.79 ( 24,412 ) 15.68 ( 32,855 ) 19.68 Non-vested shares as of December 31 524,570 $ 13.57 526,074 $ 16.34 477,218 $ 20.20 Restricted stock granted during the period 275,248 $ 12.36 304,396 $ 14.36 264,524 $ 15.44 (1) The grant date fair value of restricted stock awards is based on the closing market price of the Company’s common stock at the grant date. At December 31, 2023 and 2022, the Company had unrecognized compensation expense of $ 3.9 million and $ 4.5 million, respectively, related to the non-vested shares of restricted common stock under the 2017 Plan. The unrecognized compensation expense at December 31, 2023 is expected to be recognized over a weighted average period of 1.6 years. The total fair value of restricted shares vested during the years ended December 31, 2023, 2022 and 2021 was approximately $ 3.1 million, $ 3.3 million and $ 2.5 million, respectively. The requisite service period for restricted stock awards at issuance is three years and the restricted common stock either vests ratably over the requisite service period or at the end of the requisite service period. F-77 Table of Contents (b) Performance Share Units During the years ended December 31, 2023, 2022 and 2021, the Company granted PSUs that had been approved by the Compensation Committee and the Board of Directors. Under the 2017 Plan, PSUs are instruments that provide the holder the right to receive one share of the Company’s common stock once the performance condition has been satisfied. The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan. The grant date fair value of the PSUs was determined through a Monte-Carlo simulation of the Company’s common stock total shareholder return and the common stock total shareholder return of its identified performance peer companies to determine the relative total shareholder return of the Company’s common stock over a future period of three years . For PSUs granted, the inputs used by the model to determine the fair value are (i) historical stock price volatilities of the Company and its identified performance peer companies over the most recent three-year period and correlation between each company’s stock and the identified performance peer group over the same time series and (ii) a risk free rate for the period interpolated from the U.S. Treasury yield curve on grant date. The PSUs include DERs which shall remain outstanding from the grant date until the earlier of the settlement or forfeiture of the PSU to which the DER corresponds. Each vested DER entitles the holder to receive payments in an amount equal to any dividends paid by the Company in respect of the share of the Company’s common stock underlying the PSU to which such DER relates. Upon vesting of the PSUs, the DER will also vest. DERs will be forfeited upon forfeiture of the corresponding PSUs. The DERs may be settled in cash or stock at the discretion of the Compensation Committee. The DERs that vested during the year ended December 31, 2023 were settled in cash. A summary of the activity of the target PSU Awards under the 2017 Plan for the years ended December 31, 2023, 2022 and 2021, respectively, is presented below: 2023 2022 2021 Number of Non-vested Target Shares Weighted Average Per Share Grant Date Fair Value (1) Number of Non-vested Target Shares Weighted Average Per Share Grant Date Fair Value (1) Number of Non-vested Target Shares Weighted Average Per Share Grant Date Fair Value (1) Non-vested target PSUs as of January 1 786,577 $ 23.06 844,175 $ 21.70 725,493 $ 19.92 Granted 366,210 13.41 211,130 19.47 407,908 22.24 Vested ( 201,978 ) 28.18 ( 268,728 ) 16.00 ( 210,693 ) 16.80 Forfeited ( 44,984 ) 20.89 — — ( 78,533 ) 21.16 Non-vested target PSUs as of December 31 905,825 $ 18.12 786,577 $ 23.06 844,175 $ 21.70 (1) The grant date fair value of the PSUs was determined through a Monte-Carlo simulation of the Company’s common stock total shareholder return and the common stock total shareholder return of its identified performance peer companies to determine the relative total shareholder return of the Company’s common stock over a future period of three years . The three-year performance period for PSUs granted in 2020 ended on December 31, 2022, resulting in the vesting of 161,577 shares of common stock during the year ended December 31, 2023 with a fair value of $ 2.0 million on the vesting date. The number of vested shares related to PSUs granted in 2020 was less than the target PSUs of 201,978 . The three-year performance period for PSUs granted in 2019 ended on December 31, 2021, resulting in the vesting of 183,373 shares of common stock during the year ended December 31, 2022 with a fair value o f $ 2.6 million o n the vesting date. The number of vested shares related to PSUs granted in 2019 was less than the target PSUs of 268,728 . The three-year performance period for PSUs granted in 2018 ended on December 31, 2020, resulting in the vesting of 243,512 shares of common stock during the year ended December 31, 2021 with a fair value o f $ 3.7 million o n the vesting date. The number of vested shares related to PSUs granted in 2018 exceeded the target PSUs of 210,693 . Non-vested PSUs are forfeited upon the recipient's termination of employment, subject to certain exceptions. F-78 Table of Contents As of December 31, 2023, 2022 and 2021, there was $ 4.9 million , $ 5.7 million and $ 7.6 million of unrecognized compensation cost related to the non-vested portion of the PSUs, respectively. The unrecognized compensation cost related to the non-vested portion of the PSUs at December 31, 2023 is expected to be recognized over a weighted average period of 1.7 years. Compensation expense related to the PSUs was $ 4.7 million, $ 6.1 million and $ 5.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. (c) Restricted Stock Units During the years ended December 31, 2023, 2022 and 2021, the Company granted RSUs that had been approved by the Compensation Committee and the Board of Directors. Under the 2017 Plan, each RSU represents an unfunded promise to receive one share of the Company's common stock upon satisfaction of the vesting provisions. The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan. The requisite service period for RSUs at issuance is three years and the RSUs vest ratably over the requisite service period. The RSUs include DERs which shall remain outstanding from the grant date until the earlier of the settlement or forfeiture of the RSU to which the DER corresponds. Each vested DER entitles the holder to receive payments in an amount equal to any dividends paid by the Company in respect of the share of the Company’s common stock underlying the RSU to which such DER relates. Upon vesting of the RSUs, the DER will also vest. DERs will be forfeited upon forfeiture of the corresponding RSUs. The DERs may be settled in cash or stock at the discretion of the Compensation Committee. The DERs that vested during the years ended December 31, 2023, 2022 and 2021 were settled in cash. A summary of the activity of the RSU awards under the 2017 Plan for the years ended December 31, 2023, 2022 and 2021, respectively, is presented below: 2023 2022 2021 Number of Non-vested Shares Weighted Average Per Share Grant Date Fair Value (1) Number of Non-vested Shares Weighted Average Per Share Grant Date Fair Value (1) Number of Non-vested Shares Weighted Average Per Share Grant Date Fair Value (1) Non-vested RSUs as of January 1 263,708 $ 16.11 254,052 $ 17.45 110,434 $ 24.92 Granted 244,140 10.24 105,566 14.88 203,950 14.76 Vested ( 131,094 ) 17.40 ( 95,910 ) 18.32 ( 36,816 ) 24.92 Forfeited ( 24,780 ) 14.80 — — ( 23,516 ) 17.48 Non-vested RSUs as of December 31 351,974 $ 11.65 263,708 $ 16.11 254,052 $ 17.45 (1) The grant date fair value of RSUs is based on the closing market price of the Company’s common stock at the grant date. During the year ended December 31, 2023, 131,094 shares of common stock were issued in connection with the vesting of RSUs at a fair value of $ 1.4 million on the vesting date. During the year ended December 31, 2022, 95,910 shares of common stock were issued in connection with the vesting of RSUs at a fair value of $ 1.4 million on the vesting date. During the year ended December 31, 2021, 36,816 shares of common stock were issued in connection with the vesting of RSUs at a fair value of $ 0.5 million on the vesting date. Non-vested RSUs are forfeited upon the recipient's termination of employment, subject to certain exceptions. As of December 31, 2023, 2022 and 2021 there was $ 2.1 million, $ 2.0 million and $ 2.7 million of unrecognized compensation cost related to the non-vested portion of the RSUs, respectively. The unrecognized compensation cost related to the non-vested portion of the RSUs at December 31, 2023 is expected to be recognized over a weighted average period of 1.8 years. Compensation expense related to the RSUs was $ 2.0 million, $ 2.3 million and $ 1.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. F-79 Table of Contents 20. Income Taxes For the years ended December 31, 2023, 2022 and 2021, the Company qualified to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. As long as the Company qualifies as a REIT, the Company generally will not be subject to U.S. federal income taxes on its taxable income to the extent it annually distributes at least 100% of its taxable income to stockholders and does not engage in prohibited transactions. Certain activities the Company performs may produce income that will not be qualifying income for REIT purposes. The Company has designated its TRSs to engage in these activities. The tables below reflect the taxes accrued at the TRS level and the tax attributes included in the consolidated financial statements. The income tax provision for the years ended December 31, 2023, 2022 and 2021, respectively, is comprised of the following components (dollar amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Current income tax provision Federal $ 23 $ 2,355 $ 280 State 273 862 5 Total current income tax provision 296 3,217 285 Deferred income tax (benefit) provision Federal ( 136 ) ( 1,649 ) 1,339 State ( 85 ) ( 1,026 ) 834 Total deferred income tax (benefit) provision ( 221 ) ( 2,675 ) 2,173 Total income tax provision $ 75 $ 542 $ 2,458 The Company’s estimated taxable income differs from the statutory U.S. federal rate as a result of state and local taxes, non-taxable REIT income, valuation allowance and other differences. A reconciliation of the statutory income tax provision to the effective income tax provision for the years ended December 31, 2023, 2022 and 2021, respectively, are as follows (dollar amounts in thousands). For the Years Ended December 31, 2023 2022 2021 (Benefit) provision at statutory rate $ ( 10,204 ) 21.0 % $ ( 71,422 ) 21.0 % $ 41,088 21.0 % Non-taxable REIT loss (income) 6,901 ( 14.2 ) 64,479 ( 19.0 ) ( 36,691 ) ( 18.8 ) State and local tax provision (benefit) 296 ( 0.6 ) ( 78 ) — 825 0.4 Other ( 3,366 ) 6.9 ( 6,057 ) 1.8 225 0.1 Valuation allowance 6,448 ( 13.3 ) 13,620 ( 4.0 ) ( 2,989 ) ( 1.5 ) Total provision $ 75 ( 0.2 ) % $ 542 ( 0.2 ) % $ 2,458 1.2 % F-80 Table of Contents Deferred Tax Assets and Liabilities The major sources of temporary differences included in the deferred tax assets (liabilities) and their deferred tax effect as of December 31, 2023 and 2022, respectively, are as follows (dollar amounts in thousands): December 31, 2023 December 31, 2022 Deferred tax assets Net operating loss carryforward $ 7,128 $ 3,513 Capital loss carryover 19,597 16,045 GAAP/Tax basis differences 2,989 1,869 Deferred tax assets 29,714 21,427 Less: Valuation allowance ( 25,204 ) ( 18,756 ) Net deferred tax assets (1) 4,510 2,671 Deferred tax liabilities GAAP/Tax basis differences 2,012 394 Deferred tax liabilities (2) 2,012 394 Total net deferred tax asset $ 2,498 $ 2,277 (1) Included in other assets in the accompanying consolidated balance sheets. (2) Included in other liabilities in the accompanying consolidated balance sheets. As of December 31, 2023, the Company, through wholly owned TRSs, had incurred net operating losses in the aggregate amount of approximately $ 20.9 million. The Company’s carryforward net operating losses can be carried forward indefinitely until they are offset by future taxable income. Additionally, as of December 31, 2023, the Company, through its wholly-owned TRSs, had also incurred approximately $ 57.5 million in capital losses. The Company’s carryforward capital losses will expire between 2025 and 2028 if they are not offset by future capital gains. As of December 31, 2023, the Company has recorded a valuation allowance against certain deferred tax assets as management does not believe that it is more likely than not that these deferred tax assets will be realized. The change in the valuation for the current year is an increase of approximately $ 6.4 million. We will continue to monitor positive and negative evidence related to the utilization of the remaining deferred tax assets for which a valuation allowance continues to be provided. The Company files income tax returns with the U.S. federal government and various state and local jurisdictions. The Company’s federal, state and city income tax returns are subject to examination by the Internal Revenue Service and related tax authorities generally for three years after they were filed. The Company has assessed its tax positions for all open years and concluded that there are no material uncertainties to be recognized. Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. To the extent that the Company incurs interest and accrued penalties in connection with its tax obligations, including expenses related to the Company’s evaluation of unrecognized tax positions, such amounts will be included in income tax expense. F-81 Table of Contents 21. Net Interest Income The following table details the components of the Company's interest income and interest expense for the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Interest income Residential loans Residential loans $ 54,188 $ 113,134 $ 83,852 Consolidated SLST 34,061 36,448 40,944 Residential loans held in securitization trusts 97,492 80,116 38,941 Total residential loans 185,741 229,698 163,737 Investment securities available for sale 57,514 15,825 27,750 Multi-family loans 10,519 11,185 15,321 Other 4,886 1,680 58 Total interest income 258,660 258,388 206,866 Interest expense Repurchase agreements 91,814 51,432 13,844 Collateralized debt obligations Consolidated SLST 24,506 25,145 28,135 Residential loan securitizations 65,184 43,384 19,660 Non-Agency RMBS re-securitization — — 283 Total collateralized debt obligations 89,690 68,529 48,078 Senior unsecured notes 6,476 6,430 4,335 Subordinated debentures 4,154 2,590 1,831 Convertible notes — 438 11,196 Total interest expense 192,134 129,419 79,284 Net interest income $ 66,526 $ 128,969 $ 127,582 F-82 Table of Contents 22. Other Income The following table details the components of the Company's other income for the years ended December 31, 2023, 2022 and 2021, respectively (dollar amounts in thousands): For the Years Ended December 31, 2023 2022 2021 Preferred equity and mezzanine loan premiums resulting from early redemption (1) $ 390 $ 3,950 $ 5,294 Gain (loss) on sale of real estate (2) 4,763 17,132 ( 157 ) (Loss) gain on extinguishment of collateralized debt obligations and mortgages payable on real estate ( 796 ) 2,214 ( 1,583 ) Miscellaneous income (loss) 379 ( 4,558 ) 1,961 Total other income $ 4,736 $ 18,738 $ 5,515 (1) Includes premiums resulting from early redemptions of preferred equity and mezzanine loan investments accounted for as loans. (2) See Notes 8 and 9 for description of nature of transactions out of which items arose. F-83 Table of Contents 23. Subsequent Events In January 2024, the Company completed a securitization of business purpose loans, resulting in approximately $ 223.2 million in net proceeds to the Company after deducting estimated expenses associated with the transaction. The Company utilized the net proceeds to repay approximately $ 136.6 million on outstanding repurchase agreements related to residential loans. In February 2024, the Company's Board of Director's approved extensions of our common stock repurchase program, under which $ 193.2 million of the approved amount remained available for repurchase, and our preferred stock repurchase program, under which $ 97.6 million of the approved amount remained available for repurchase. The expiration dates of both stock repurchase programs were extended from March 31, 2024 to March 31, 2025. F-84 Table of Contents Schedule III - Real Estate and Accumulated Depreciation (Dollar amounts in thousands) December 31, 2023 Initial Cost to Company Gross Amount at Close of Period (1) Market Number of Properties Encumbrances Land Buildings and Improvements Total Adjustment to Basis (2) Land Buildings and Improvements Total Accumulated Depreciation Date of Construction Date Acquired Depreciable Period (Years) Operating Real Estate Multi-Family - Operating Apopka, FL 1 $ 54,488 $ 8,009 $ 58,247 $ ( 2,478 ) $ 7,306 $ 56,472 $ 63,778 $ ( 1,086 ) 2000 2022 5 - 30 Beaufort, SC 1 24,302 6,113 30,894 1,839 6,113 32,733 38,846 ( 2,547 ) 2001 2021 5 - 30 Birmingham, AL 1 76,024 5,875 88,029 ( 9,400 ) 5,034 79,470 84,504 ( 2,766 ) 2004 & 2017 2021 5 - 30 Brandon, FL 1 44,425 3,884 48,869 5,183 3,884 54,052 57,936 ( 4,631 ) 1974 & 1981 2021 5 - 30 Collierville, TN 1 39,568 3,113 45,616 2,201 3,113 47,817 50,930 ( 3,798 ) 2000 2021 5 - 30 Columbia, SC 1 20,039 2,420 21,363 1,610 2,420 22,973 25,393 ( 1,672 ) 1986 2021 5 - 30 Corpus Christi, TX 1 45,142 4,900 49,539 — 4,900 49,539 54,439 — 1976 2023 5 - 30 Dallas, TX 1 30,432 3,616 40,497 3,132 3,616 43,629 47,245 ( 3,320 ) 2009 2021 5 - 30 Dallas, TX 1 26,660 5,728 34,635 1,521 5,728 36,156 41,884 ( 2,823 ) 2014 2021 5 - 30 Houston, TX 1 22,872 6,406 25,211 1,318 6,406 26,529 32,935 ( 2,264 ) 1993 2021 5 - 30 Little Rock, AR 1 25,416 2,366 27,229 1,006 2,366 28,235 30,601 ( 2,222 ) 1999 2021 5 - 30 Louisville, KY 1 42,378 5,567 52,819 706 5,569 53,523 59,092 ( 3,899 ) 2017 2021 5 - 30 Memphis, TN 1 27,585 3,659 32,525 3,184 3,659 35,709 39,368 ( 2,187 ) 1968 2022 5 - 30 Montgomery, AL 1 20,921 3,367 26,967 905 3,366 27,873 31,239 ( 1,964 ) 1988 - 1994 2022 5 - 30 Oklahoma City, OK 1 37,580 4,581 40,885 ( 2,759 ) 3,951 38,756 42,707 ( 1,355 ) 1985 2022 5 - 30 Oklahoma City, OK 1 38,420 4,377 42,322 ( 6,042 ) 3,460 37,197 40,657 ( 1,352 ) 1983 - 1984 2022 5 - 30 Orlando, FL 1 38,651 9,012 36,435 1,904 8,798 38,553 47,351 ( 2,439 ) 1983 2021 5 - 30 San Antonio, TX 1 35,831 6,827 43,240 2,587 6,827 45,827 52,654 ( 3,345 ) 2014 2021 5 - 30 San Antonio, TX 1 24,066 3,116 35,223 544 3,116 35,767 38,883 ( 2,701 ) 2015 2021 5 - 30 St Petersburg, FL 1 56,289 9,823 74,801 3,942 9,823 78,743 88,566 ( 6,080 ) 2014 2021 5 - 30 Tampa, FL 1 53,332 10,152 53,668 5,330 10,152 58,998 69,150 ( 5,773 ) 1971 & 1972 2021 5 - 30 F-85 Table of Contents Total Multi-Family - Operating 21 $ 784,421 $ 112,911 $ 909,014 $ 16,233 $ 109,607 $ 928,551 $ 1,038,158 $ ( 58,224 ) Single-Family Rental - Operating Chicago, IL 232 $ 34,130 $ 10,359 $ 50,114 $ 10,381 $ 10,359 $ 60,495 $ 70,854 $ ( 3,827 ) 1890 - 2010 2021- 2022 7.5 - 30 Baltimore, MD 132 21,167 10,587 28,062 4,907 10,587 32,969 43,556 ( 1,519 ) 1921 - 2016 2021- 2022 7.5 - 30 Houston, TX 83 13,168 4,390 19,912 2,488 4,390 22,400 26,790 ( 1,165 ) 1953 - 2021 2021 - 2022 7.5 - 30 Atlanta, GA 33 — 847 4,092 216 847 4,308 5,155 ( 5 ) 2004 - 2019 2023 7.5 30 Pittsburgh, PA 29 3,327 1,098 4,777 1,580 1,098 6,357 7,455 ( 319 ) 1900 - 2007 2022 7.5 - 30 Tampa, FL 12 2,219 890 3,036 431 890 3,467 4,357 ( 160 ) 1951 - 2010 2022 7.5 - 30 Bedford, OH 2 176 61 263 122 61 385 446 ( 17 ) 1949 - 1979 2022 7.5 - 30 Milwaukee, WI 1 150 44 230 21 44 251 295 ( 11 ) 1970 2022 7.5 - 30 Total Single-Family Rental - Operating 524 $ 74,337 $ 28,276 $ 110,486 $ 20,146 $ 28,276 $ 130,632 $ 158,908 $ ( 7,023 ) Total Operating Real Estate 545 $ 858,758 $ 141,187 $ 1,019,500 $ 36,379 $ 137,883 $ 1,059,183 $ 1,197,066 $ ( 65,247 ) Real Estate in Disposal Group Held for Sale Multi-Family - Disposal Group Birmingham, AL 1 $ 32,040 $ 2,823 $ 42,373 $ 721 $ 2,823 $ 43,094 $ 45,917 $ ( 1,685 ) 2013 2021 5 - 30 Brandon, FL 1 194,047 29,821 185,610 ( 19,487 ) 24,971 170,973 195,944 ( 3,956 ) 1990 - 2002 2022 5 - 30 Fort Myers, FL 1 39,844 7,546 34,504 5,497 7,546 40,001 47,547 ( 1,865 ) 1973& 1979 2021 5 - 30 Kissimmee, FL 1 64,900 10,586 68,003 624 10,182 69,031 79,213 ( 1,266 ) 1989 2022 5 - 30 Pensacola, FL 1 47,555 2,701 54,675 ( 8,462 ) 2,219 46,695 48,914 ( 929 ) 1999 2022 5 - 30 Total Multi-Family - Disposal Group 5 $ 378,386 $ 53,477 $ 385,165 $ ( 21,107 ) $ 47,741 $ 369,794 $ 417,535 $ ( 9,701 ) Total Real Estate 550 $ 1,237,144 $ 194,664 $ 1,404,665 $ 15,272 $ 185,624 $ 1,428,977 $ 1,614,601 $ ( 74,948 ) (1) The aggregate cost of consolidated real estate in the table above for U.S. federal income tax purposes was $ 1.6 billion as of December 31, 2023. (2) Consists of costs capitalized subsequent to acquisition and impairment charges. F-86 Table of Contents Notes to Schedule III (Dollar amounts in thousands) 1. Reconciliation of Operating Real Estate For the Years Ended December 31, 2023 2022 2021 Balance at beginning of period $ 714,192 $ 970,363 $ 50,686 Transfers in (1) 59,198 — — Acquisitions — 827,882 963,651 Improvements 31,441 49,468 9,219 Reclassification to held and used 392,235 — — Reclassification to held for sale or disposal group held for sale — ( 1,133,521 ) ( 53,193 ) Balance at end of period $ 1,197,066 $ 714,192 $ 970,363 (1) Transfers in represent transfers into operating real estate due to consolidation of a VIE ( see Note 7 ) or from real estate owned. 2. Reconciliation of Accumulated Depreciation for Operating Real Estate For the Years Ended December 31, 2023 2022 2021 Balance at beginning of period $ ( 21,224 ) $ ( 3,890 ) $ ( 154 ) Depreciation ( 24,620 ) ( 47,179 ) ( 5,662 ) Reclassification to held and used ( 19,403 ) — — Reclassification to held for sale or disposal group held for sale — 29,845 1,926 Balance at end of period $ ( 65,247 ) $ ( 21,224 ) $ ( 3,890 ) F-87 Table of Contents Schedule IV - Mortgage Loans on Real Estate (dollar amounts in thousands) December 31, 2023 Asset Type Number of Loans Interest Rate Maturity Date Carrying Value (1) Principal Amount of Loans Subject to Delinquent Principal or Interest (2) Residential loans First lien loans Original loan amount $0 - $99,999 302 2.00 % - 14.99 % 09/23/2013 - 09/01/2063 $ 8,348 $ 387 Original loan amount $100,000 - $199,999 309 2.13 % - 11.72 % 11/22/2024 - 09/01/2063 34,929 347 Original loan amount $200,000 - $299,999 281 1.88 % - 7.63 % 02/01/2033 - 11/01/2063 53,418 1,276 Original loan amount over $299,999 402 1.99 % - 9.38 % 08/01/2027 - 08/01/2063 148,642 1,367 Second lien loans Original loan amount $0 - $99,999 168 0.00 % - 8.88 % 06/01/2024 - 08/01/2062 5,546 474 Original loan amount $100,000 - $199,999 9 6.25 % - 8.63 % 11/01/2032 - 03/01/2050 947 — Original loan amount $200,000 - $299,999 4 6.75 % - 7.75 % 03/01/2046 - 01/01/2050 712 — Business purpose loans Original loan amount $0 - $99,999 218 5.50 % - 13.65 % 09/05/2020 - 06/01/2052 27,199 3,829 Original loan amount $100,000 - $199,999 238 4.25 % - 14.29 % 07/18/2020 - 06/01/2052 41,772 11,278 Original loan amount $200,000 - $299,999 196 5.63 % - 15.19 % 04/19/2020 - 08/01/2052 51,703 9,943 Original loan amount over $299,999 488 5.50 % - 15.39 % 07/08/2020 - 08/01/2052 454,158 104,816 Residential loans held in securitization trusts First lien loans Original loan amount $0 - $99,999 1,637 0.00 % - 14.29 % 08/20/2013 - 10/01/2063 81,538 7,390 Original loan amount $100,000 - $199,999 2,116 0.00 % - 12.75 % 11/01/2023 - 09/01/2063 222,407 13,813 Original loan amount $200,000 - $299,999 1,041 0.00 % - 13.25 % 08/01/2025 - 09/01/2063 186,574 12,114 Original loan amount over $299,999 1,221 1.88 % - 9.75 % 12/01/2025 - 11/01/2063 406,914 27,348 Business purpose loans Original loan amount $0 - $99,999 340 4.00 % - 13.49 % 09/01/2022 - 07/01/2052 38,721 1,676 Original loan amount $100,000 - $199,999 520 3.75 % - 14.75 % 11/13/2022 - 09/01/2052 78,371 2,001 Original loan amount $200,000 - $299,999 304 3.50 % - 12.99 % 03/18/2023 - 07/01/2052 73,003 1,219 F-88 Table of Contents Original loan amount over $299,999 527 3.49 % - 12.99 % 07/01/2022 - 07/01/2052 414,541 21,299 Consolidated SLST First lien loans 5,813 1.38 % - 10.50 % 03/01/2021 - 11/01/2063 754,860 84,650 $ 3,084,303 $ 305,227 (1) The aggregate cost for U.S. federal income tax purposes of consolidated mortgage loans in the table above, excluding Consolidated SLST, is approximately $ 2.5 billion as of December 31, 2023 . The Company invests in first loss subordinated securities and certain IOs issued by Consolidated SLST. Consolidated SLST carrying value in the table above represents the carrying value of the residential loans in the securitization that have been consolidated in accordance with GAAP. (2) Of this amount, approximately $ 7.4 million was acquired from controlled and other affiliates. F-89 Table of Contents Reconciliation of Balance Sheet Reported Amounts of Mortgage Loans on Real Estate For the year ended December 31, (in thousands) 2023 2022 2021 Beginning balance $ 3,525,080 $ 3,575,601 $ 3,049,166 Additions during period: Purchases (1) 620,277 1,733,265 1,581,979 Accretion of purchase discount 6,689 5,292 4,154 Change in realized and unrealized gains 65,485 ( 404,524 ) 44,564 Deductions during period: Repayments of principal ( 1,062,930 ) ( 1,362,294 ) ( 1,018,176 ) Collection of interest — — — Transfer to REO ( 42,485 ) ( 18,858 ) ( 4,133 ) Cost of loans sold ( 25,144 ) — ( 77,127 ) Provision for loan loss — — — Amortization of premium ( 2,669 ) ( 3,402 ) ( 4,826 ) Balance at end of period $ 3,084,303 $ 3,525,080 $ 3,575,601 (1) The Company exercised its option to purchase 50 % of the issued and outstanding interests of an entity that originates residential loans during the year ended December 31, 2023. The Company purchased $ 80.8 million, $ 260.6 million and $ 94.0 million of residential loans from the entity during the years ended December 31, 2023, 2022 and 2021, respectively. F-90