What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-21 compared with 2024-02-23 · 788 added, 536 removed, 2047 unchanged (39% of the section changed)

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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).

Second Supplemental Indenture, dated as of June 28, 2024, between the Company and U.S.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 28, 2024).

Form of 9.125% Senior Notes due 2029 (Incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 28, 2024).

Third Supplemental Indenture, dated as of January 14, 2025, between the Company and U.S.

Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 14, 2025).

Form of 9.125% Senior Notes due 2030 (Incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 14, 2025).

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.

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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).†

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).†

Form of 2024 Restricted Stock Award Agreement.*†

Form of 2024 Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024).†

Form of 2024 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2024).†

Form of 2024 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2024).†

The Company's 2024 Annual Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2024).†

Form of 2024 Deferred Stock Unit Agreement (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2024).†

Form of 2025 Performance Stock Unit Award Agreement.*†

Form of 2025 Restricted Stock Unit Award Agreement.*†

The Company's 2025 Annual Incentive Plan.*†

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).†

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).†

Insider Trading Policy.*

List of Subsidiaries of the Registrant.*

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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Policy Relating to Recovery of Erroneously Awarded Compensation.*†

Policy Relating to Recovery of Erroneously Awarded Compensation (Incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February 23, 2024).†

Equity Distribution Agreement, dated August 10, 2021, by and between the Company and B.

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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 ***

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(ii) Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022;

(iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021;

(iii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022;

(iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024, 2023 and 2022;

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Consolidated Statements of Operations

Consolidated Statements of Comprehensive (Loss) Income

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Stockholders' Equity

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A ssets and Liabilities of Disposal Group Held for Sale

Derivative Instruments and Hedging Activities

Derivative Instruments

M ortgage Servicing Rights

Other Assets and Other Liabilities

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Stockholders' Equity

( Loss ) Earnings Per Common Share

Loss Per Common Share

Stock Based Compensation

Net Interest Income

S egment Reporting

Subsequent Events

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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”).

(a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

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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.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated 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.

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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.

Fair value measurements of Residential Loans held by the Company and residential loans held by securitization trusts

As described further in Notes 2 and 3 to the financial statements, the Company's residential loans, at fair value includes residential loans held by the Company and residential loans held by securitization trusts (“Residential Loans”).

These consist of performing, re-performing and non-performing residential loans and business purpose 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.

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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.

As such, the fair value measurement requires management to make 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 and collateral values, among others.

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.

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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

We involved valuation specialists to test the reasonableness of property values used by management under the liquidation model for certain loans and we also involved valuation specialists to independently determine the fair value measurement of the Residential Loans and compared them to management’s fair value measurement for reasonableness.

Fair value measurements of certain interest only and first loss subordinated securities issued by Freddie Mac-sponsored residential loan securitization entities (“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.

Some of these investment securities result in the consolidation of the underlying securitization entities as required by Accounting Standards Codification 810, Consolidation.

The Company has elected to account for the consolidated securitization entities as Collateralized Finance Entities (“CFEs”) and has elected to measure the financial assets of its CFEs using the fair value of the financial liabilities issued by those entities, 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.

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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.

As such, the fair value measurement requires management to make judgments in order to identify and select the significant assumptions, which may include the discount rate, prepayment rate, collateral 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.

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We have served as the Company’s auditor since 2009.

New York, New York

Philadelphia, Pennsylvania

February 21, 2025

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/s/ GRANT THORNTON LLP

New York, New York

Philadelphia, Pennsylvania

February 21, 2025

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2,978,444 1,870,517

Senior unsecured notes 98,111 97,384

Senior unsecured notes ($ 60,310 at fair value and $ 98,886 at amortized cost, net as of December 31, 2024 and $ 98,111 at amortized cost, net as of December 31, 2023)

159,196 98,111

Subordinated debentures 45,000 45,000

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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)

Preferred stock, par value $ 0.01 per share, 31,500,000 shares authorized, 22,164,414 shares issued and outstanding ($ 554,110 aggregate liquidation preference)

535,445 535,445

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Total net loss from real estate ( 42,841 ) ( 31,302 ) ( 113,579 )

OTHER (LOSS) INCOME:

Realized (losses) gains, net

( 29,351 ) ( 27,059 ) 26,625

Unrealized gains (losses), net

Unrealized (losses) gains, net

( 90,530 ) 97,196 ( 347,363 )

(Losses) gains on derivative instruments, net

Gains (losses) on derivative instruments, net

95,996 ( 26,378 ) 27,206

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Other income 29,149 4,736 18,738

Total other (loss) income

Total other loss

( 42,236 ) ( 39,431 ) ( 262,169 )

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Portfolio operating expenses 30,688 23,952 40,888

Debt issuance costs

Total general, administrative and operating expenses 91,695 73,517 93,328

(LOSS) INCOME FROM OPERATIONS BEFORE INCOME TAXES ( 77,724 ) ( 340,107 ) 190,934

LOSS FROM OPERATIONS BEFORE INCOME TAXES

( 92,917 ) ( 77,724 ) ( 340,107 )

Income tax expense 1,036 75 542

NET (LOSS) INCOME ( 77,799 ) ( 340,649 ) 188,476

( 93,953 ) ( 77,799 ) ( 340,649 )

Net loss attributable to non-controlling interests

31,924 29,134 42,044

NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY ( 48,665 ) ( 298,605 ) 193,200

NET LOSS ATTRIBUTABLE TO COMPANY

( 62,029 ) ( 48,665 ) ( 298,605 )

Preferred stock dividends ( 41,756 ) ( 41,837 ) ( 41,972 )

Gain on repurchase of preferred stock

Preferred stock redemption charge

NET LOSS ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS

$ ( 103,785 ) $ ( 90,035 ) $ ( 340,577 )

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

Basic loss per common share

$ ( 1.14 ) $ ( 0.99 ) $ ( 3.61 )

Diluted loss per common share

$ ( 1.14 ) $ ( 0.99 ) $ ( 3.61 )

Weighted average shares outstanding-basic 90,815 91,042 94,322

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AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Dollar amounts in thousands)

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2024 2023 2022

NET (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $ ( 90,035 ) $ ( 340,577 ) $ 144,176

NET LOSS ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS

$ ( 103,785 ) $ ( 90,035 ) $ ( 340,577 )

OTHER COMPREHENSIVE INCOME (LOSS)

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— 144 ( 3,748 )

Reclassification adjustment for net loss (gain) included in net (loss) income

1,822 — ( 3,965 )

Reclassification adjustment for net loss included in net loss

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

4 1,966 ( 3,748 )

COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS $ ( 88,069 ) $ ( 344,325 ) $ 144,960

COMPREHENSIVE LOSS ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS

$ ( 103,781 ) $ ( 88,069 ) $ ( 344,325 )

The accompanying notes are an integral part of the consolidated financial statements.

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Balance, December 31, 2021 $ 949 $ 538,221 $ 2,359,421 $ ( 559,338 ) $ 1,778 $ 2,341,031 $ 24,359 $ 2,365,390

Net income (loss) ($( 704 ) allocated to redeemable non-controlling interest)

($( 38,190 ) allocated to redeemable non-controlling interest)

— — — ( 298,605 ) — ( 298,605 ) ( 3,854 ) ( 302,459 )

Preferred stock issuance, net — 130 — — — 130 — 130

Preferred stock redemption — ( 177,282 ) — ( 6,165 ) — ( 183,447 ) — ( 183,447 )

Common stock repurchases ( 42 ) — ( 44,357 ) — — ( 44,399 ) — ( 44,399 )

Stock based compensation expense, net 5 — 11,890 — — 11,895 — 11,895

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Dividends attributable to dividend equivalents — — — ( 2,621 ) — ( 2,621 ) — ( 2,621 )

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

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

Decrease in non-controlling interest related to redemptions by and distributions from Consolidated VIEs — — 3,420 — — 3,420 ( 3,501 ) ( 81 )

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

($( 38,190 ) allocated to redeemable non-controlling interest)

Net loss ($( 17,067 ) allocated to redeemable non-controlling interest)

— — — ( 48,665 ) — ( 48,665 ) ( 12,067 ) ( 60,732 )

Preferred stock issuance, net — 130 — — — 130 — 130

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 )

— — — ( 150,232 ) — ( 150,232 ) — ( 150,232 )

Dividends declared on preferred stock — — — ( 41,837 ) — ( 41,837 ) — ( 41,837 )

— — — ( 41,972 ) — ( 41,972 ) — ( 41,972 )

Dividends attributable to dividend equivalents — — — ( 1,735 ) — ( 1,735 ) — ( 1,735 )

Decrease in fair value of available for sale securities — — — — ( 3,748 ) ( 3,748 ) — ( 3,748 )

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 from non-controlling interests — — ( 26 ) — — ( 26 ) 505 479

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 )

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Balance, December 31, 2023

$ 907 $ 535,445 $ 2,297,081 $ ( 1,253,817 ) $ ( 4 ) $ 1,579,612 $ 20,453 $ 1,600,065

Net loss ($( 16,926 ) allocated to redeemable non-controlling interest)

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Common stock repurchases ( 6 ) — ( 3,487 ) — — ( 3,493 ) — ( 3,493 )

Preferred stock repurchases — ( 2,906 ) — 467 — ( 2,439 ) — ( 2,439 )

Stock based compensation expense, net 5 — 6,063 — — 6,068 — 6,068

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Reclassification adjustment for net loss included in net loss — — — — 4 4 — 4

Increase in non-controlling interest related to de-consolidation of VIEs

— — — — — — 1,730 1,730

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 — — — — — — 516 516

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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:

$ ( 93,953 ) $ ( 77,799 ) $ ( 340,649 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Net amortization 20,219 27,500 26,137

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29,351 27,059 ( 26,625 )

Unrealized (gains) losses, net

Unrealized losses (gains), net

90,530 ( 97,196 ) 347,363

Losses (gains) on derivative investments, net

(Gains) losses on derivative investments, net

( 95,996 ) 26,378 ( 27,206 )

(Gain) loss on sale of real estate ( 4,763 ) ( 17,132 ) 157

Gain on sale of real estate

( 27,835 ) ( 4,763 ) ( 17,132 )

Gain on de-consolidation of joint venture equity investments in Consolidated VIEs

( 6,115 ) — —

Impairment of real estate 48,875 89,548 2,449

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Stock based compensation expense, net 6,068 8,825 11,895

Cash reclassified to assets of disposal group held for sale 8,267 ( 13,944 ) —

Cash reclassified from (to) assets of disposal group held for sale

3,215 8,267 ( 13,944 )

Changes in operating assets and liabilities ( 15,036 ) ( 16,747 ) ( 14,785 )

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Funding of preferred equity, mezzanine loan and equity investments ( 1,498 ) ( 52,400 ) ( 28,086 )

Funding of joint venture investments in Consolidated VIEs — ( 177,570 ) ( 261,162 )

Net variation margin paid for derivative instruments

Funding of joint venture equity investments in Consolidated VIEs

— — ( 177,570 )

Cash received from initial consolidation of VIEs — 102 6,897

Proceeds from sales of joint venture equity investments in Consolidated VIEs

Decrease in cash from de-consolidation of Consolidated VIEs

( 3,956 ) — —

Net variation margin received (paid) for derivative instruments

70,656 ( 27,447 ) —

Net payments received from derivative instruments

29,691 24,215 1,881

Cash received from initial consolidation of VIEs 102 6,897 27,907

Net proceeds from sale of real estate 157,203 221,968 100,666

Purchases of and capital expenditures on real estate ( 24,647 ) ( 50,412 ) ( 209,372 )

Purchases of investments held in Consolidated SLST

( 9,857 ) — —

Purchases of mortgage servicing rights

( 9,470 ) — —

Purchases of other assets ( 2,071 ) ( 63 ) ( 100 )

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Cash Flows from Financing Activities:

Net proceeds from repurchase agreements

Net proceeds received from repurchase agreements

1,535,749 1,730,366 179,033

Proceeds from issuance of senior unsecured notes, net — — 96,267

Proceeds from issuance of collateralized debt obligations, net — 969,986 433,241

Proceeds from issuance of senior unsecured notes

Proceeds from issuance of collateralized debt obligations

1,350,153 — 969,986

Repurchases of common stock ( 3,493 ) ( 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 ( 74,945 ) ( 128,801 ) ( 151,753 )

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Cash paid for interest $ 344,725 $ 249,854 $ 161,251

Cash paid for income taxes $ 225 $ 2,674 $ 296

Cash (refunds received) paid for income taxes

$ ( 32 ) $ 225 $ 2,674

Non-Cash Investment Activities:

De-consolidation of real estate held in Consolidated VIEs

$ 622,708 $ — $ —

De-consolidation of mortgages payable on real estate held in Consolidated VIEs

$ 629,763 $ — $ —

Consolidation of residential loans held in Consolidated SLST

$ 285,057 $ — $ —

Consolidation of Consolidated SLST CDOs

$ 275,200 $ — $ —

Consolidation of real estate held in Consolidated VIEs $ — $ 54,439 $ 664,437

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Transfer from residential loans to real estate owned $ 85,342 $ 42,485 $ 18,858

Transfer from residential loans to real estate, net

$ 2,640 $ — $ —

Distribution of mortgage servicing rights from equity investment

$ 10,917 $ — $ —

Non-Cash Financing Activities:

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Dividends declared on preferred stock to be paid in subsequent period $ 10,435 $ 10,435 $ 10,493

Redemption of non-controlling interest by Consolidated VIE $ — $ — $ 3,420

Mortgages and notes payable assumed by purchaser of real estate held for sale in Consolidated VIEs

$ 24,073 $ — $ —

Cash, Cash Equivalents and Restricted Cash Reconciliation:

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“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;

“Consolidated Real Estate VIEs” refers to Consolidated VIEs that own multi-family properties;

“Consolidated SLST” refers to Freddie Mac-sponsored residential loan securitizations, 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;

“Consolidated VIEs” refers to VIEs where the Company is the primary beneficiary, as it 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 and that we consolidate in our financial statements in accordance with GAAP;

“MSRs” refers to mortgage servicing rights that represent the contractual right to service residential loans;

“SOFR” refers to Secured Overnight Funding Rate;

“Variable Interest Entity” or “VIE” refers to 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.

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").

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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.

Management has made significant estimates in several areas, including fair valuation of its financial instruments reported at fair value, 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.

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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.

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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.

Residential loans include seasoned re-performing and non-performing residential loans held in 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 securitizations, including their 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.

As the related securitization trusts are considered qualifying CFEs, the Company determines the fair value of the residential loans held in Consolidated SLST based on the fair value of its respective residential CDOs and the Company's investment in the respective securitizations (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.

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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.

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 on the accompanying 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.

Investment Securities Available for Sale – The Company has elected the fair value option for all investment securities available for sale.

The fair value option was elected for 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.

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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.

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.

As of December 31, 2023, investment securities where the fair value option had not been elected and which were reported at fair value with unrealized gains and losses reported in Other Comprehensive Income (“OCI”) included non-Agency RMBS (collectively, "CECL Securities").

If the fair value of CECL Securities was less than amortized cost as of a balance sheet date, the Company evaluated the CECL Securities for impairment as a result of credit losses.

During the year ended December 31, 2023, the Company determined that no allowance for credit losses was necessary.

There were no CECL Securities as of December 31, 2024.

Multi-Family Loans – Multi-family loans include preferred equity investments in, and mezzanine loans to, entities that have multi-family real estate assets.

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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).

Fees or expenses related to the multi-family loans are recorded in total other income (loss) on the accompanying consolidated statements of operations.

Preferred equity investments where the risks and payment characteristics are equivalent to an equity investment are included in Equity Investments below .

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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.

When consolidated 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.

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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.

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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.

Gain or loss on sale of real estate is included in other income (loss) in the accompanying 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.

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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 are contractual agreements whereby one party pays a floating interest rate, based on SOFR, 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.

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.

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.

The Company has U.S.

Treasury future contracts that obligate the Company to sell or buy U.S.

Treasury securities for future delivery.

The Company has purchased credit default swap index contracts under which a counterparty, in exchange for a premium, agrees to compensate the Company for the financial loss associated with the occurrence of a credit event in relation to a notional value of an index.

The Company may purchase equity index put options that give the Company the right to sell or buy the underlying index at a specified strike price.

The Company may also purchase 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-upon strike level.

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, credit default swaps and U.S.

Treasury futures are cleared through two central clearing houses, CME Group Inc.

("CME Clearing"), which is the parent company of the Chicago Mercantile Exchange Inc., or the Intercontinental Exchange ("ICE").

CME Clearing and ICE serve 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.

CME Clearing and ICE require that the Company post an initial margin amount determined by the respective 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 CME Clearing and ICE.

The exchange of variation margin is treated as a legal settlement of the exposure under these contracts, as opposed to pledged collateral.

Accordingly, the Company accounts for the receipt or payment of variation margin as a direct reduction of or increase in the carrying value of the related asset or liability.

The receipt or payment of initial margin is accounted for separate from the derivative asset or liability, 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 derivatives, are included in other assets or other liabilities, respectively, on the accompanying consolidated balance sheets.

The Company and Consolidated Real Estate VIEs may be 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.

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 ).

Mortgage Servicing Rights – The Company records MSRs at fair value upon initial recognition.

The Company does not originate or directly service residential loans.

Rather, servicing activities are carried out by duly licensed third-party subservicers who perform substantially all servicing functions for the loans underlying MSRs.

The Company has elected the fair value option for all of its MSRs because the Company determined that such presentation provides users of its consolidated financial statements with relevant information regarding the effects of prepayment risk and other market factors on MSRs.

Changes in the fair value of MSRs are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations.

Servicing fee income is earned based upon a contractual percentage of the outstanding principal balance of the underlying residential loan and is recognized as revenue as the related loan payments are collected.

Servicing fee income and other servicing-related income are included in other income (loss) on the accompanying consolidated statements of operations.

Corresponding costs to service (including subservicing fees) are charged to expense as incurred and included in portfolio operating expenses on the accompanying consolidated statements of operations.

Repurchase Agreements, Residential Loans, Real Estate Owned and Single-family Rental Properties – As of December 31, 2024 and 2023, the Company financed a portion of its residential loans, real estate owned and single-family rental properties through repurchase agreements ( see Note 13 ).

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.

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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.

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.

Repurchase Agreements, Investment Securities – The Company finances, or has financed, certain of its investment securities available for sale, certain 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.

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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.

Collateralized Debt Obligations – The Company records collateralized debt obligations used to permanently finance the residential loans held in Consolidated SLST, a portion of the Company's net investment 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 has elected the fair value option pursuant to ASC 825 with respect to the CDOs issued by Consolidated SLST and CDOs issued by the Company after January 1, 2024.

The Company elected the fair value option for CDOs issued by the Company after January 1, 2024 because the Company determined that such presentation represents the underlying economics of the respective financing.

Changes in fair value of CDOs subject to the fair value election are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations.

Interest expense on such CDOs is recorded based on the current stated interest rate and outstanding principal balance in effect and is included in interest expense on the accompanying consolidated statements of operations.

In accordance with ASC 825, costs associated with the issuance of CDOs subject to the fair value election are recognized in earnings as they are incurred and are included in debt issuance costs on the accompanying consolidated statements of operations.

Senior Unsecured Notes – On April 27, 2021, the Company issued its 5.75 % Senior Notes due 2026 (the "2026 Senior Notes") 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.

On June 28, 2024, the Company issued its 9.125 % Senior Notes due 2029 (the "2029 Senior Notes") for general corporate purposes, which included acquiring single-family residential assets.

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.

The Company has elected the fair value option pursuant to ASC 825 with respect to the 2029 Senior Notes because the Company determined that such presentation represents the underlying economics of the respective financing.

Changes in fair value of the 2029 Senior Notes are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations (or other comprehensive income (loss), to the extent the change results from a change in instrument-specific credit risk).

Interest expense on such 2029 Senior Notes is recorded based on the current stated interest rate and outstanding principal balance in effect and is included in interest expense on the accompanying consolidated statements of operations.

In accordance with ASC 825, costs associated with the issuance of the 2029 Senior Notes are recognized in earnings as they are incurred and are included in debt issuance costs on the accompanying consolidated statements of operations.

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.

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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 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 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.

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The Company made no contributions to the Plan for the years ended December 31, 2024, 2023 and 2022.

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.

Stock Based Compensation – The Company has awarded restricted stock and other equity-based awards to eligible employees, officers and directors of the Company and individuals who provide services to the Company and 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.

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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.

The Company has granted Deferred Stock Units (“DSUs”) to non-employee directors.

The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan and are subject to the non-employee director's continued service on the Board of Directors through the day immediately preceding the annual meeting of the Company's stockholders in the year subsequent to the grant date.

Upon vesting, each DSU represents the right to receive one share of the Company’s common stock.

The DSUs include DERs which entitle the holders of vested DSUs 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 DSU 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.

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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.

Adoption of Segment Reporting (Topic 280)

On January 1, 2024, the Company adopted the annual disclosure requirements of ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ("ASU 2023-07") .

These amendments required initial and incremental segment disclosures for companies with a single reportable segment on an annual and interim basis.

ASU 2023-07 is also effective for interim periods within fiscal years beginning after December 15, 2024.

See Note 24 for the Company's Segment Reporting disclosure.

Summary of Recent Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

In November 2024, the FASB issued Accounting Standards Update ("ASU") 2024-04, Debt — Debt Conversion and Other Topics ("ASU 2024-04").

ASU 2024-04 clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

ASU 2024-04 is effective for annual periods beginning after December 15, 2025, and interim periods within those annual periods.

The Company redeemed its Convertible Notes on January 15, 2022.

In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures ("ASU 2024-03").

ASU 2024-03 requires a public business entity to disclose specific information about certain costs and expenses in the notes to financial statements.

The effective date for ASU 2024-03, as amended by ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures:

Clarifying the Effective Date , is for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

The Company expects that the adoption of ASU 2024-03 will result in additional disclosures in its notes to consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ("ASU 2023-09").

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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):

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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.

In light of the cessation of the publication of LIBOR after June 30, 2023, the Company’s significant 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.

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.

Subsequent changes in fair value are reported in current period earnings and presented in unrealized (losses) gains, 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, 2024 and 2023, respectively (dollar amounts in thousands):

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Principal $ 652,642 $ 1,111,633 $ 2,365,060 $ 4,129,335 $ 891,283 $ 892,546 $ 1,609,006 $ 3,392,835

Discount ( 22,667 ) ( 7,418 ) ( 55,709 ) ( 85,794 ) ( 22,179 ) ( 5,815 ) ( 60,745 ) ( 88,739 )

( 1,750 ) ( 24,303 ) ( 48,702 ) ( 74,755 ) ( 22,667 ) ( 7,418 ) ( 55,709 ) ( 85,794 )

Unrealized losses

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(1) Certain of the Company's residential loans, at fair value are pledged as collateral for repurchase agreements as of December 31, 2024 and 2023 ( see Note 13) .

(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.

(2) The Company invests in first loss subordinated securities and certain IOs issued by Freddie Mac-sponsored residential loan securitizations.

In accordance with GAAP, the Company has consolidated the underlying seasoned re-performing and non-performing residential loans held in the securitizations 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 14 ).

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The Company recognized $ 2.2 million, $ 4.6 million and $ 10.0 million of net realized gains on the payoff of residential loans, at fair value during the years ended December 31, 2024, 2023 and 2022, 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 also recognized $ 1.0 million and $ 0.8 million of net realized losses on the sale of residential loans, at fair value during the years ended December 31, 2024 and 2023, respectively.

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, 2024 and 2023, respectively, are as follows:

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6.6 % 10.8 % 6.6 % 7.0 % 10.0 % 8.5 %

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 %

6.2 % 4.4 % 7.9 % 8.1 % 3.9 % 7.1 %

5.1 % 3.9 % 3.8 % 2.2 % 4.1 % 4.1 %

2.2 % 6.3 % 3.1 % 3.0 % 7.2 % 3.5 %

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, 2024 and 2023, respectively (dollar amounts in thousands):

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December 31, 2023 199,485 220,577 9,362 9,948

Formal foreclosure proceedings were in process with respect to residential loans with an aggregate fair value of $ 136.9 million and an aggregate unpaid principal balance of $ 156.8 million as of December 31, 2024.

Residential loans held in Consolidated SLST with an aggregate unpaid principal balance of $ 117.1 million and $ 84.6 million were 90 days or more delinquent as of December 31, 2024 and 2023, respectively.

In addition, formal foreclosure proceedings were in process with respect to $ 39.6 million of residential loans held in Consolidated SLST as of December 31, 2024.

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 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 (losses) gains, net on the Company's consolidated statements of operations.

The Company also had investment securities available for sale where the fair value option had 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 loss.

The Company's investment securities available for sale consisted of the following as of December 31, 2024 and 2023, respectively (dollar amounts in thousands):

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78,627 843 ( 16,092 ) 63,378 52,623 6,813 ( 203 ) 59,233

5,251 — ( 459 ) 4,792 — — — —

Total Interest-only

3 unchanged sentences

Non-Agency RMBS 66,203 6,098 ( 2,614 ) 69,687 22,097 6,646 ( 4,281 ) 24,462

CMBS — — — — 32,033 — ( 1,900 ) 30,133

ABS — — — — 797 59 — 856

Treasury securities

657,659 — ( 35,614 ) 622,045 — — — —

Total investment securities available for sale - fair value option 3,886,897 18,959 ( 77,312 ) 3,828,544 1,983,318 36,781 ( 6,313 ) 2,013,786

4 unchanged sentences

Accrued interest receivable for investment securities available for sale in the amount of $ 22.4 million and $ 9.8 million as of December 31, 2024 and 2023, 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.

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 88.8 million in net unrealized losses, $ 36.3 million in net unrealized gains and $ 22.6 million in net unrealized losses on investment securities available for sale accounted for under the fair value option, respectively.

The Company's investment securities available for sale pledged as collateral against interest rate swap agreements and repurchase agreements are included in investment securities available for sale on the accompanying consolidated balance sheets with the fair value of securities pledged disclosed in Notes 10 and 13 , respectively.

Realized Gain and Loss Activity

2 unchanged sentences

Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses)

$ 595 $ — $ ( 41 ) $ ( 41 )

30,419 — ( 1,387 ) ( 1,387 )

Non-Agency RMBS

3 unchanged sentences

Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses)

Non-Agency RMBS

$ 595 $ — $ ( 41 ) $ ( 41 )

30,419 — ( 1,387 ) ( 1,387 )

Treasury Securities

Non-Agency RMBS

33,676 1,472 ( 12,644 ) ( 11,172 )

2 unchanged sentences

Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses)

$ 123,622 $ — $ ( 3,480 ) $ ( 3,480 )

Non-Agency RMBS

CMBS 132,797 11,083 ( 452 ) 10,631

$ 24,374 $ 374 $ — $ 374

36,215 18,001 — 18,001

Treasury Securities

24,848 — ( 31 ) ( 31 )

Total $ 85,437 $ 18,375 $ ( 31 ) $ 18,344

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 recognized write-downs of fair value option non-Agency RMBS for a loss of $ 1.2 million and $ 1.7 million for the years ended December 31, 2024 and 2023, respectively .

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

8 unchanged sentences

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 had no CECL Securities as of December 31, 2024.

The Company evaluated its CECL Securities that were in an unrealized loss position as of December 31, 2023 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, 2024, 2023 and 2022.

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

Losses Carrying

Non-Agency RMBS $ — $ — $ 31 $ ( 4 ) $ 31 $ ( 4 )

$ — $ — $ 31 $ ( 4 ) $ 31 $ ( 4 )

December 31, 2023 Less than 12 Months Greater than 12 months Total

3 unchanged sentences

$ — $ — $ 31 $ ( 4 ) $ 31 $ ( 4 )

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.

Credit risk associated with non-Agency RMBS was regularly assessed as new information regarding the underlying collateral became available and based on updated estimates of cash flows generated by the underlying collateral.

In performing its assessment, the Company considered 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.

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.

Accordingly, changes in fair value are presented in unrealized (losses) gains, net on the Company's consolidated statements of operations.

Multi-family loans consist of the following as of December 31, 2024 and 2023, respectively (dollar amounts in thousands):

1 unchanged sentence

Investment amount $ 90,485 $ 95,434

Unrealized gains (losses)

Unrealized (losses) gains

( 4,293 ) 358

Total, at Fair Value $ 86,192 $ 95,792

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):

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 4.7 million in net unrealized losses, $ 1.1 million in net unrealized gains and $ 2.7 million in net unrealized losses on multi-family loans, respectively.

The table below presents the fair value and aggregate unpaid principal balance of the Company's multi-family loan in non-accrual status as of December 31, 2024 and 2023, respectively (dollar amounts in thousands):

December 31, 2024 December 31, 2023

Days Late Fair Value Unpaid Principal Balance Fair Value Unpaid Principal Balance

Days Late Fair Value (1)

Unpaid Principal Balance Fair Value Unpaid Principal Balance

90 + $ — $ 3,363 $ 4,753 $ 3,363

(1) As of December 31, 2024, the Company has reduced the fair value of the multi-family loan to zero as a result of developments with respect to the property, its financing and market conditions.

The geographic concentrations of credit risk exceeding 5% of the total multi-family loan investment amounts as of December 31, 2024 and 2023, respectively, are as follows:

5 unchanged sentences

Louisiana 8.8 % 7.5 %

Alabama 6.7 % 7.1 %

North Carolina 6.2 % 5.8 %

1 unchanged sentence

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 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 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.

3 unchanged sentences

Multi-Family Preferred Equity Ownership Interests

Palms at Cape Coral, LLC 34 % $ 5,832 34 % $ 5,429

EHOF-NYMT Sunset Apartments Preferred, LLC 57 % $ 21,411 57 % $ 19,703

Lucie at Tradition Holdings, LLC 70 % 21,821 70 % 19,442

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 % 9,322 58 % 9,882

2 unchanged sentences

50 % 10,637 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

Syracuse Apartments and Townhomes, LLC — — 58 % 21,642

Palms at Cape Coral, LLC — — 34 % 5,832

Total - Multi-Family Preferred Equity Ownership Interests 73,436 104,242

10 unchanged sentences

Total $ 113,492 $ 147,116

(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.

(1) The Company purchased $ 307.8 million, $ 80.8 million and $ 260.6 million of residential loans from this entity during the years ended December 31, 2024, 2023 and 2022, respectively.

The following table presents income from multi-family preferred equity ownership interests for the years ended December 31, 2024, 2023, and 2022, 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.

Income (loss) from these investments is presented in income from equity investments in the Company's accompanying consolidated statements of operations.

Income (loss) from these investments during the years ended December 31, 2024, 2023 and 2022 includes $ 4.9 million of net unrealized losses, $ 1.2 million of net unrealized gains and $ 3.6 million of net unrealized losses, respectively.

For the Years Ended December 31,

Investment Name 2024 2023 2022

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 $ 2,722 $ 2,579 $ 1,939

Lucie at Tradition Holdings, LLC 3,355 2,841 2,008

Syracuse Apartments and Townhomes, LLC 2,691 1,816 —

1 unchanged sentence

Rapid City RMI JV LLC

Syracuse Apartments and Townhomes, LLC 2,422 2,691 1,816

Palms at Cape Coral, LLC 69 751 554

FF/RMI 20 Midtown, LLC — 3,948 2,904

America Walks at Port St.

Lucie, LLC — 2,244 3,140

1122 Chicago DE, LLC — 419 959

Bighaus, LLC — 701 1,852

Somerset Deerfield Investor, LLC — — 1,944

1 unchanged sentence

Walnut Creek Properties Holdings, L.L.C.

— ( 153 ) 1,240

DCP Gold Creek, LLC — — 254

1 unchanged sentence

Lurin-RMI, LLC — — 558

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)

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)

Gen1814, LLC - Series A, Highlands - Mtg.

Holdings, LLC - Series A, and Polos at Hudson Investments, LLC - Series A (collectively)

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)

Total Income - Multi-Family Preferred Equity Ownership Interests $ 7,912 $ 20,462 $ 18,670

For the years ended December 31, 2024, 2023 and 2022, the Company recognized $ 0.2 million, $ 0.2 million and $ 2.9 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.

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.

Income (loss) 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, 2024, 2023 and 2022, respectively (dollar amounts in thousands):

5 unchanged sentences

Morrocroft Neighborhood Stabilization Fund II, LP (2)

— ( 416 ) 6,378

Headlands Asset Management Fund III (Cayman), LP (Headlands Flagship Opportunity Fund Series I) (3)

Total Income (Loss) - Single Family Equity Ownership Interests

3 unchanged sentences

GWR Gateway Partners, LLC ( 2,626 ) ( 2,468 ) ( 380 )

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.

Total Loss - Joint Venture Equity Investments in Multi-Family Properties

$ ( 4,382 ) $ ( 3,291 ) $ ( 1,430 )

(1) Includes net unrealized gains of $ 3.1 million and net unrealized losses of $ 5.2 million and $ 1.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(2) The Company's equity investment was redeemed during the year ended December 31, 2022.

1 unchanged sentence

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.

Includes net unrealized losses of $ 4.4 million, $ 3.3 million and $ 1.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Summary combined financial information for the Company’s equity investments as of December 31, 2024 and 2023, respectively, and for the years ended December 31, 2024, 2023, and 2022, 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, 2024, 2023 and 2022, respectively (dollar amounts in thousands):

19 unchanged sentences

Interest income 11,204 10,393 5,787

Realized and unrealized losses, net

— — ( 7,693 )

Other income 52,764 34,870 21,769

3 unchanged sentences

Depreciation and amortization ( 15,328 ) ( 14,904 ) ( 14,779 )

Net (loss) income

Net income (loss)

$ 7,798 $ ( 5,540 ) $ 107,244

8 unchanged sentences

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.

During the year ended December 31, 2024, the Company completed a re-securitization of its investment in certain subordinated securities issued by Consolidated SLST (see below) for which the Company received net proceeds of approximately $ 73.0 million after deducting expenses associated with the securitization transaction.

The Company refers to this securitization as a non-Agency RMBS re-securitization.

The Company engaged in the re-securitization transaction primarily for the purpose of obtaining non-recourse, longer-term financing on a portion of its investment in Consolidated SLST.

The Company remains economically exposed to the subordinated positions in the portion of Consolidated SLST transferred to the securitization and continues to consolidate Consolidated SLST.

During the year ended December 31, 2024, the Company completed five securitizations of certain residential loans for which the Company received net proceeds of approximately $ 1.3 billion after deducting expenses associated with the securitization transactions.

The Company engaged in these transactions for the purpose of obtaining non-recourse, longer-term financing on a portion of its residential loan portfolio.

The residential loans serving as collateral for the financings are comprised of performing, re-performing and non-performing and business purpose loans which are included in residential loans, at fair value on the accompanying consolidated balance sheets.

During the year ended December 31, 2024, the Company exercised its right to an optional redemption of two of its residential loan securitizations with an outstanding principal balance of $ 193.3 million at the time of redemption, returned the assets held by the trust to the Company and recognized $ 0.7 million of loss on the extinguishment of collateralized debt obligations, which is included in other income (loss) in the accompany consolidated statements of operations.

As of December 31, 2024, the Company evaluated its residential loan securitizations and its non-Agency RMBS re-securitization and concluded that the entities created to facilitate each of 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”).

As of December 31, 2023, the Company evaluated its residential loan securitizations and concluded that the entities created to facilitate each of the financing transactions are VIEs and that the Company is the primary beneficiary of these VIEs.

Accordingly, the Company consolidated the then-outstanding Financing VIEs as of December 31, 2024 and 2023, respectively.

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 invests in subordinated securities that represent the first loss position of the Freddie Mac-sponsored residential loan securitizations from which they were issued and certain IOs issued from the securitizations.

The Company has evaluated its investments in these securitization trusts to determine whether they are VIEs and if so, whether the Company is the primary beneficiary requiring consolidation.

The Company has determined that the Freddie Mac-sponsored residential loan securitization trusts, which we collectively refer to as Consolidated SLST, are VIEs and that the Company is the primary beneficiary of the VIEs within Consolidated SLST.

Accordingly, the Company consolidates the assets, liabilities, income and expenses of such VIEs in the accompanying consolidated financial statements ( see Notes 2, 3 and 14 ).

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.

Consolidated SLST is comprised of two securitization trusts and one securitization trust as of December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, the Company invested in a subordinated security issued by a Freddie Mac-sponsored residential loan securitization, resulting in the initial consolidation of the VIE as shown below (dollar amounts in thousands):

Residential loans, at fair value

Collateralized debt obligations, at fair value

Net investment

As of December 31, 2024 and 2023, the Consolidated SLST securities owned by the Company had a fair value of $ 148.5 million and $ 157.2 million, respectively ( see Note 17 ).

The Company’s investments in Consolidated SLST were not included as collateral to any Financing VIE as of December 31, 2023 and 2022.

During the year ended December 31, 2024, the Company completed a re-securitization of its investment in certain subordinated securities issued by Consolidated SLST.

The Company’s investments in Consolidated SLST were not included as collateral to any Financing VIE as of December 31, 2023.

Consolidated Real Estate VIEs

1 unchanged sentence

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.

During the year ended December 31, 2024, the Company sold its joint venture equity investments in nine multi-family properties, which resulted in the de-consolidation of the respective joint venture entities' assets and liabilities ( see Note 9) .

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):

The Company accounted for the initial consolidation of the Consolidated Real Estate VIEs in accordance with 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.

The following table summarizes the aggregate estimated fair value of the assets, liabilities and non-controlling interests associated with the initial consolidation of Consolidated Real Estate VIEs and real estate acquisitions by a Consolidated Real Estate VIE during the years ended December 31, 2023 and 2022, respectively.

There were no initial consolidation of Consolidated Real Estate VIEs or real estate acquisitions by a Consolidated VIE during the year ended December 31, 2024 (dollar amounts in thousands):

Years Ended December 31,

$ 102 $ 8,576

$ 102 $ 8,576 $ 27,907

Operating real estate (1) (2)

1 unchanged sentence

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

2 unchanged sentences

Other liabilities (1)

2,403 4,662 15,914

Total liabilities 47,545 575,344

Redeemable non-controlling interest (4)

Non-controlling interests (4)

3,790 16,293 25,509

Net assets consolidated $ 10,306 $ 198,077

(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.

Accordingly, the assets and liabilities related to certain joint venture equity investments in multi-family properties is included in assets and liabilities of disposal group held for sale on the accompanying consolidated balance sheets as of December 31, 2024 and 2023.

See Note 9 for additional information.

1 unchanged sentence

(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.

(4) Represents third-party ownership of membership interests in Consolidated Real Estate VIEs.

3 unchanged sentences

• 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).

The following table presents a summary of the assets, liabilities and non-controlling interests of the Company’s securitizations, Consolidated SLST and Consolidated Real Estate VIEs of as of December 31, 2024 (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

Financing VIEs Consolidated SLST Consolidated Real Estate Total

Cash and cash equivalents $ — $ — $ 4,151 $ 4,151

$ — $ — $ 15,612 $ 15,612

Residential loans, at fair value 2,243,800 965,672 — 3,209,472

5 unchanged sentences

Total assets $ 2,398,226 $ 969,737 $ 620,621 $ 3,988,584

Collateralized debt obligations ($ 1,276,780 at amortized cost, net and $ 593,737 at fair value)

Collateralized debt obligations ($ 2,135,680 at fair value, and $ 842,764 at amortized cost, net)

$ 2,166,853 $ 811,591 $ — $ 2,978,444

18 unchanged sentences

(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.

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).

The following table presents a summary of the assets, liabilities and non-controlling interests of the Company's securitizations, Consolidated SLST and Consolidated Real Estate VIEs 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

Financing VIEs Consolidated SLST Consolidated Real Estate Total

Cash and cash equivalents $ — $ — $ 15,612 $ 15,612

$ — $ — $ 21,129 $ 21,129

Residential loans, at fair value 1,501,908 754,860 — 2,256,768

5 unchanged sentences

Total assets $ 1,600,359 $ 757,820 $ 1,458,598 $ 3,816,777

Collateralized debt obligations ($ 1,468,222 at amortized cost, net and $ 634,495 at fair value)

Collateralized debt obligations ($ 593,737 at fair value, and $ 1,276,780 at amortized cost, net)

$ 1,276,780 $ 593,737 $ — $ 1,870,517

28 unchanged sentences

Total net loss from real estate — ( 42,299 ) ( 42,299 )

Unrealized losses, net

Unrealized gains, net

2,902 — 2,902

6 unchanged sentences

— 26,031 26,031

Total other loss

Total other income (loss)

2,902 ( 29,776 ) ( 26,874 )

Net loss ( 461 ) ( 129,757 ) ( 130,218 )

Net income (loss)

15,605 ( 72,075 ) ( 56,470 )

Net loss attributable to non-controlling interest in Consolidated VIEs — 31,924 31,924

Net loss attributable to Company $ ( 461 ) $ ( 100,623 ) $ ( 101,084 )

Net income (loss) attributable to Company

$ 15,605 $ ( 40,151 ) $ ( 24,546 )

Year Ended December 31,

12 unchanged sentences

— ( 89,548 ) ( 89,548 )

Loss on reclassification of disposal group — ( 16,163 ) ( 16,163 )

— 2,728 2,728

Total other (loss) income

Total other loss

( 10,016 ) ( 98,146 ) ( 108,162 )

11 unchanged sentences

Total net loss from real estate — ( 110,928 ) ( 110,928 )

Unrealized gains, net

Unrealized losses, net

( 32,403 ) — ( 32,403 )

Total other income

Gains on derivative instruments, net

— 27,230 27,230

Net income (loss) 36,641 ( 16,825 ) 19,816

Impairment of real estate

— ( 2,449 ) ( 2,449 )

— 16,308 16,308

Total other (loss) income

( 32,403 ) 41,089 8,686

( 21,100 ) ( 69,839 ) ( 90,939 )

Net loss attributable to non-controlling interest in Consolidated VIEs

— 42,044 42,044

Net income (loss) attributable to Company $ 36,641 $ ( 12,101 ) $ 24,540

Net loss attributable to Company

$ ( 21,100 ) $ ( 27,795 ) $ ( 48,895 )

Redeemable Non-Controlling Interest in Consolidated VIEs

7 unchanged sentences

Beginning balance $ 28,061 $ 63,803 $ 66,392

Initial consolidation of Consolidated VIEs — — 67,096

Contributions 46 6 462

10 unchanged sentences

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.

As of December 31, 2024 and 2023, the Company evaluated its investment securities available for sale and preferred equity, equity and other 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, 2024 and 2023, it does not have a controlling financial interest and is not the primary beneficiary of these VIEs.

1 unchanged sentence

December 31, 2024

Multi-family loans Investment securities available for sale, at fair value Equity investments Total

Multi-family loans Investment securities available for sale, at fair value Equity investments Other assets

Non-Agency RMBS $ — $ 22,892 $ — $ — $ 22,892

2 unchanged sentences

— — 1,338 — 1,338

Other investments

— — — 2,000 2,000

Maximum exposure $ 86,192 $ 22,892 $ 74,774 $ 2,000 $ 185,858

December 31, 2023

Multi-family loans Investment securities available for sale, at fair value Equity investments Assets of disposal

group held for sale Total

ABS $ — $ 856 $ — $ — $ 856

Multi-family loans Investment securities available for sale, at fair value Equity investments Total

Non-Agency RMBS $ — $ 24,462 $ — $ 24,462

4 unchanged sentences

Maximum exposure $ 95,792 $ 24,462 $ 109,962 $ 230,216

(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.

Real Estate, Net

4 unchanged sentences

Furniture, fixture and equipment 16,866 38,706

Operating real estate

$ 678,339 $ 1,197,066

Accumulated depreciation ( 61,834 ) ( 65,247 )

Operating real estate, net $ 616,505 $ 1,131,819

Real estate held for sale, net (1)

Real estate, net (2)

$ 623,407 $ 1,131,819

(1) Real estate held for sale, net is recorded at the lower of the net carrying amount of the assets or the estimated fair value, net of selling costs.

Includes certain single-family rental properties as of December 31, 2024.

(2) 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.

2 unchanged sentences

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, 2024, the Company determined that two of the multi-family apartment communities owned by an entity in which the Company holds a joint venture equity investment that is not in disposal group held for sale met the criteria to be classified as held for sale, transferred the properties held by the joint venture entity from operating real estate to real estate held for sale and recognized no loss.

The entity subsequently sold these multi-family apartment communities for approximately $ 77.3 million, subject to certain prorations and adjustments typical in such real estate transactions, including the repayment or assumption of the related mortgages payable in the amount of approximately $ 44.2 million.

The sales generated a net gain of approximately $ 16.3 million and recognition of loan costs of approximately $ 0.6 million, both of which are included in other income on the accompanying consolidated statements of operations.

The sales also generated net income attributable to non-controlling interest of approximately $ 12.1 million, resulting in a net gain attributable to the Company's common stockholders of approximately $ 3.6 million.

During the year ended December 31, 2024, the entity also distributed its ownership interest in one multi-family apartment community to the non-controlling interest.

The distribution resulted in a net gain of approximately $ 0.5 million, which is included in other income in the accompanying consolidated statements of operations, resulting in a net gain attributable to the Company's common stockholders of approximately $ 0.1 million.

As of December 31, 2024, no multi-family apartment communities owned by this entity remain classified as held for sale.

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.

During the year ended December 31, 2022, one of the entities in which the Company held a joint venture 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 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.

Operating real estate, net is periodically evaluated for impairment.

The calculation of impairment amounts for multi-family apartment properties utilized fair values that were estimated based upon discounted cash flow analyses using property financial information and assumptions regarding market rent, revenue and expense growth, capitalization rates and equity return rates.

Accordingly, the Company recognized a $ 15.8 million impairment of real estate during the year ended December 31, 2024.

Single-family Rental Properties

1 unchanged sentence

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.

During the year ended December 31, 2024, the Company determined that certain single-family rental properties met the criteria to be classified as held for sale, transferred the properties from operating real estate to real estate held for sale and recognized a $ 4.8 million loss upon transfer, which is included in impairment of real estate on the accompanying consolidated statements of operations.

Real estate held for sale, net 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 single-family rental properties held for sale was based upon local broker price opinions and automated valuation model data.

During the year ended December 31, 2024, the Company recognized a $ 4.9 million net impairment loss on single-family rental properties, inclusive of losses recognized upon transfer to real estate held for sale.

During the year ended December 31, 2024, the Company sold single-family rental properties for proceeds of approximately $ 5.4 million and recognized a net gain on sale of approximately $ 0.1 million, which is included in other income on the accompanying consolidated statements of operations.

Lease Intangibles

6 unchanged sentences

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.

7 unchanged sentences

$ 39,822 $ 24,620 $ 126,824

(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.

(1) Amounts for the year ended December 31, 2022 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):

7 unchanged sentences

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 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.

Accordingly, the Company determined that certain joint venture equity investments 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 assets and liabilities of disposal group held for sale.

During the year ended December 31, 2023, five of the entities in which the Company held a joint venture 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 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.

In December 2023, the Company suspended the marketing of nine 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 a result of this transfer, the Company adjusted the carrying value of the long-lived assets in these Consolidated VIEs and recognized an approximately $ 16.2 million loss on reclassification of disposal group in the year ended December 31, 2023.

As of December 31, 2023, five joint venture equity investments were classified as disposal group held for sale on the accompanying consolidated balance sheets.

In March 2024, the Company suspended the marketing of one additional joint venture equity investment, determined that it no longer met the criteria to be classified as held for sale and transferred the assets and liabilities of the Consolidated VIE to their respective categories on the accompanying consolidated balance sheets as of March 31, 2024.

As a result of this transfer, the Company adjusted the carrying value of the long-lived assets in the Consolidated VIE and recognized an approximately $ 14.6 million loss on reclassification of disposal group during the three months ended March 31, 2024.

During the year ended December 31, 2024, in response to productive negotiations with operating partners and increased transactional activity, the Company determined that eight 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 on the accompanying consolidated balance sheets.

As a result, the Company recognized a loss of approximately $ 3.7 million, which is included in impairment of real estate in the accompanying consolidated statements of operations.

The Company sold its ownership interests in nine joint venture equity investments in multi-family properties which resulted in the de-consolidation of the joint venture entities' assets and liabilities and a gain on de-consolidation of approximately $ 5.6 million, which is included in other income in the accompanying consolidated statements of operations, for the year ended December 31, 2024.

During the year ended December 31, 2024, one of the entities in which the Company held a joint venture equity investment that is in disposal group held for sale sold its multi-family apartment community for approximately $ 56.4 million, subject to certain prorations and adjustments typical in such real estate transactions, and repaid the related mortgage payable in the amount of approximately $ 31.8 million.

The sale generated a net gain of approximately $ 11.4 million and a loss on extinguishment of debt of approximately $ 1.6 million, both of which are included in other income on the accompanying consolidated statements of operations.

The sale also generated net income attributable to non-controlling interest of approximately $ 1.1 million, resulting in net gain attributable to the Company's common stockholders of approximately $ 8.7 million.

As of December 31, 2024, two joint venture equity investments are classified as disposal group held for sale.

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, 2024 and 2023, respectively (dollar amounts in thousands):

2 unchanged sentences

$ 2,461 $ 5,676

Equity investments — 9,010

Real estate, net

111,032 407,834

Other assets (1)

12,507 48,888

Total assets of disposal group held for sale (1)

Mortgages payable on real estate (2)

$ 118,613 $ 426,017

Mortgages payable on real estate, net (2)

$ 93,370 $ 378,386

Other liabilities 3,695 7,638

1 unchanged sentence

$ 97,065 $ 386,024

(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.

(1) Assets and liabilities of the disposal group held for sale are in Consolidated VIEs because the Company is the primary beneficiary.

(2) In March 2024, two entities in which the Company held joint venture equity investments entered into debt restructuring agreements with the respective senior lender for their mortgages payable.

As part of the agreements, a portion of interest payments were deferred until the maturity date.

The restructurings did not result in a change in the carrying amount of the mortgages payable and no gains were recorded.

During the year ended December 31, 2024, the Company sold its ownership interests in these entities, which resulted in the de-consolidation of the mortgages payable subject to the debt restructuring agreements as of December 31, 2024.

Also included in the disposal group held for sale are non-controlling interests in Consolidated VIEs in the amount of $ 2.0 million and $ 3.2 million as of December 31, 2024 and 2023, respectively.

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.

Fair value for real estate 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, 2024, the Company recognized net impairment losses of $ 28.2 million for real estate, net in the disposal group held for sale, inclusive of losses recognized upon transfer into disposal group held for sale.

During the years ended December 31, 2023 and 2022, the Company recognized net impairment losses of $ 89.5 million and $ 2.4 million, respectively.

See Note 17 for descriptions of valuation methodologies utilized for other classes of assets and liabilities of disposal group held for sale.

5 unchanged sentences

Pretax loss of disposal group attributable to Company's common stockholders $ ( 52,458 ) $ ( 112,313 ) $ ( 48,029 )

Derivative Instruments and Hedging Activities

Derivative Instruments

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.

These derivative instruments may include interest rate swaps, interest rate caps, credit default swaps, 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.

1 unchanged sentence

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, 2024 and 2023, respectively (dollar amounts in thousands):

2 unchanged sentences

Other assets $ 56 $ 6,510

Interest rate swaps Other assets — —

Treasury futures

Other assets — —

Total derivative assets (1)

$ 6,510 $ 2,473

Credit default swaps

Other liabilities

Interest rate swaps Other liabilities

1 unchanged sentence

(1) Excludes interest rate cap contracts held by certain Consolidated VIEs included in other assets in disposal group held for sale.

The Company elects to net the fair value of its derivative contracts by counterparty when appropriate.

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 Company elects to net the fair value of its derivative contracts by counterparty when appropriate and accounts for the receipt or payment of variation margin as a direct reduction of or increase in the carrying value of the related asset or liability.

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, 2024 and 2023, respectively (dollar amounts in thousands):

4 unchanged sentences

Interest rate swaps

63,942 ( 10,134 ) ( 53,808 ) —

Treasury futures

952 ( 658 ) ( 294 ) —

Total derivative assets $ 64,950 $ ( 10,792 ) $ ( 54,102 ) $ 56

Derivative liabilities

Credit default swaps

$ ( 9,120 ) $ — $ 9,120 $ —

Interest rate swaps

( 10,134 ) 10,134 — —

Treasury futures

( 658 ) 658 — —

Total derivative liabilities $ ( 19,912 ) $ 10,792 $ 9,120 $ —

3 unchanged sentences

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 $ —

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.

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):

The Company is required to post an initial margin amount for its interest rate swaps, credit default swaps and U.S.

Treasury futures determined by CME Clearing and ICE, 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 following table summarizes assets pledged as initial margin as of December 31, 2024 and 2023, respectively (dollar amounts in thousands):

Initial Margin Collateral

Consolidated Balance Sheet Location

December 31, 2024 December 31, 2023

Investment securities available for sale, at fair value

Restricted cash

68,253 53,458

Total initial margin collateral

$ 101,652 $ 53,458

Margin excess related to settlement of variation margin in the amount of approximately $ 11.1 million and $ 1.1 million as of December 31, 2024 and 2023, respectively, is included in other assets on the accompanying consolidated balance sheets.

Margin deficit related to settlement of variation margin in the amount of approximately $ 8.1 million as of December 31, 2024 is included in other liabilities on the accompanying consolidated balance sheets.

The tables below summarize the activity of derivative instruments for the years ended December 31, 2024 and 2023, respectively (dollar amounts in thousands):

Notional Amount For the Year Ended December 31, 2024

Type of Derivative Instrument December 31, 2022 Additions & Transfers (1)

Terminations December 31, 2023

Type of Derivative Instrument December 31, 2023 Additions/Transfers In (1)

Terminations/Transfers Out (1)

December 31, 2024

Interest rate caps $ 550,025 $ 177,044 $ ( 681,927 ) $ 45,142

Options — 382 ( 382 ) —

Interest rate swaps 2,778,015 3,063,163 ( 1,706,911 ) 4,134,267

Credit default swaps

— 400,000 — 400,000

Treasury futures

— 905,050 ( 498,950 ) 406,100

Notional Amount For the Year Ended December 31, 2023

Type of Derivative Instrument December 31, 2022 Additions/ Transfers In (2)

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):

(1) Includes transfers from or transfers to disposal group held for sale with respect to interest rate caps held by certain Consolidated Real Estate VIEs ( see Note 9 ).

(2) Includes an interest rate cap 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, which are included in gains (losses) on derivative instruments, net in our consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022, respectively (dollar amounts in thousands):

For the Years Ended December 31,

Type of Derivative Instrument Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses)

2024 2023 2022

Type of Derivative Instrument Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses)

Interest rate caps (1)

2 unchanged sentences

Interest rate swaps 19,918 81,255 — ( 27,447 ) — —

Credit default swaps

( 4,067 ) ( 861 ) — — — —

Treasury futures

( 1,493 ) 294 — — — —

Total $ 12,097 $ 83,899 $ 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.

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):

(1) Includes interest rate caps held by certain Consolidated Real Estate VIEs included in other assets in disposal group held for sale.

The following tables present 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, 2024 and 2023, respectively (dollar amounts in thousands):

December 31, 2024

Financing Type

SOFR Strike Price

Notional Amount

Expiration Date

Mortgage payable on real estate

3.22 % $ 45,142 January 1, 2025 (1)

(1) Replacement interest rate cap purchased in January 2025.

December 31, 2023

Financing Type

Weighted Average SOFR Strike Price

7 unchanged sentences

439,025 January 9, 2024 - January 15, 2025

The following tables present information about our interest rate swaps whereby we receive floating rate payments in exchange for fixed rate payments as of December 31, 2024 and 2023, respectively (dollar amounts in thousands):

December 31, 2024

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

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2028 510,325 3.90 % 4.93 %

2029 614,585 3.86 % 4.71 %

2033 319,590 4.00 % 4.83 %

2034 178,224 3.86 % 4.83 %

2044 300,000 3.34 % 4.80 %

Total $ 4,081,217 4.09 % 4.82 %

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):

December 31, 2023

Swap Maturities Notional Amount Weighted Average Fixed Interest Rate Weighted Average Variable Interest Rate

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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 %

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.

The following tables present information about our interest rate swaps whereby we receive fixed rate payments in exchange for floating rate payments as of December 31, 2024 and 2023, respectively (dollar amounts in thousands):

December 31, 2024

Swap Maturities Notional Amount Weighted Average Fixed Interest Rate Weighted Average Variable Interest Rate

2028 $ 9,550 3.48 % 5.15 %

2033 43,500 3.64 % 5.01 %

Total $ 53,050 3.61 % 5.04 %

December 31, 2023

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 the 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.

Mortgage Servicing Rights

The Company owned MSRs as of December 31, 2024 resulting from distributions of MSRs received from its equity investment in an entity that originates residential loans ( see Note 6 ) and purchases of MSRs.

The Company's MSRs are associated with business purpose loans and are reported at fair value pursuant to the fair value option election ( see Note 17 ).

The primary risks associated with the Company's MSRs are changes in interest rates and prepayment speeds.

The following table presents activity related to MSRs for the year ended December 31, 2024 (dollar amounts in thousands).

The Company did no t have MSRs for the years ended December 31, 2023 and 2022.

Year Ended December 31, 2024

Balance at beginning of period

MSRs received from equity investment

Purchases of MSRs

Changes in fair value due to:

Changes in valuation inputs or assumptions used in valuation model

Other changes in fair value, including runoff

Balance at end of period

The following table presents the components of servicing fee income recognized during the year ended December 31, 2024 (dollar amounts in thousands).

Servicing fee income is included in other income (loss) on the accompanying consolidated statements of operations.

Year Ended December 31, 2024

Servicing fees

Prepayment fees

Ancillary and other fee income (1)

Servicing fee income

(1) Includes default interest and late fee collections.

The Company recognized subservicing fee expenses in the amount of $ 0.1 million related to MSRs during the year ended December 31, 2024, which is included in portfolio operating expenses on the accompanying consolidated statements of operations.

Other Assets and Other Liabilities

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Accrued interest receivable 62,075 37,312

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 50,294 14,956

Real estate owned 47,651 34,353

Other receivables 27,776 11,445

Mortgage servicing rights 21,003 —

Recoverable advances on residential loans 17,391 18,328

Other assets in consolidated multi-family properties 16,640 28,923

Receivables from derivative counterparties 11,059 1,148

Deferred tax assets 10,864 4,510

Operating lease right-of-use assets 5,460 6,581

Derivative assets (2)

Deferred tax assets 4,510 2,671

Lease intangibles, net in consolidated multi-family properties — 2,378

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Total $ 437,874 $ 315,357

(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.

(1) Restricted cash represents cash held by third parties, initial margin for derivative contracts and cash held by the Company's securitization trusts.

(2) Includes derivative assets held in Consolidated Real Estate VIEs.

Other Liabilities

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December 31, 2024 December 31, 2023

Dividends and dividend equivalents payable $ 32,151 $ 49,996

Accrued interest payable $ 41,015 $ 23,653

Accrued expenses and other liabilities in consolidated multi-family properties 21,797 10,511

Dividends and dividend equivalents payable 30,280 32,151

Unfunded commitments for residential and multi-family investments 14,001 6,587

Accrued expenses 11,141 11,515

Accrued expenses and other liabilities in consolidated multi-family properties 10,621 21,797

Deferred tax liabilities 9,282 2,012

Swap margin payable 8,137 —

Advanced remittances from residential loan servicers 7,029 4,332

Operating lease liabilities 5,935 7,102

Unfunded commitments for residential and multi-family investments 6,587 2,950

Deferred revenue 5,817 5,469

Advanced remittances from residential loan servicers 4,332 9,098

Deferred tax liabilities 2,012 394

Other 4,354 3,398

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$ 3,516,611 $ 1,862,063

Residential loans

Residential loans and real estate owned

428,399 534,754

Single-family rental properties

67,215 74,296

Total carrying value $ 4,012,225 $ 2,471,113

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.

As of December 31, 2024, 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 at 6.08 %.

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.

The financings under certain of our repurchase agreements are subject to margin calls to the extent the market value of the collateral subject to the repurchase agreement falls below specified levels and repurchase may be accelerated upon an event of default under the repurchase agreements.

As of December 31, 2024, 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.

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The Company also had unencumbered residential loans with a fair value of $ 128.7 million at December 31, 2024.

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.

Residential Loans, Real Estate Owned and Single-family Rental Properties

The Company has repurchase agreements with six financial institutions to finance residential loans, real estate owned 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, 2024 and 2023, respectively (dollar amounts in thousands):

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(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.

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 over the term of the agreement using the effective interest method, or straight line-method, if the result is not materially different.

(3) Includes residential loans and real estate owned with an aggregate carrying value of $ 524.6 million and single-family rental properties with a net carrying value of $ 134.6 million as of December 31, 2024.

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) .

During the terms of the repurchase agreements, proceeds from the residential loans, real estate owned and single-family rental properties will be applied to pay any price differential and to reduce the aggregate repurchase price of the collateral.

The outstanding financings under the repurchase agreements with five of the counterparties with an aggregate outstanding balance of $ 481.4 million as of December 31, 2024 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, real estate owned and single-family rental properties at December 31, 2024 and 2023 amounted to $ 2.5 million and $ 3.7 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 limited the indexed portion of the interest rate on the related repurchase agreement to a fixed rate ( see Note 10) .

The interest rate cap requirement and the related interest rate cap contract expired in November 2024.

As of December 31, 2024, 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.

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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.

As of December 31, 2024 and 2023, the Company had amounts outstanding under repurchase agreements with nine counterparties and seven counterparties, respectively.

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, 2024 and 2023, respectively (dollar amounts in thousands):

December 31, 2024 December 31, 2023

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

Outstanding Repurchase Agreements Fair Value of Collateral Pledged (1)

Amortized Cost of Collateral Pledged (1)

Outstanding Repurchase Agreements Fair Value of Collateral Pledged Amortized Cost of Collateral Pledged

Agency RMBS $ 2,830,925 $ 2,975,400 $ 2,995,820 $ 1,771,436 $ 1,894,052 $ 1,869,415

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50,622 67,352 64,375 90,627 182,383 232,997

Treasury securities

635,064 633,833 669,447 — — —

Balance at end of the period $ 3,516,611 $ 3,676,585 $ 3,729,642 $ 1,862,063 $ 2,076,435 $ 2,102,412

(1) Collateral pledged includes restricted cash posted as margin in the amount of $ 11.8 million.

(2) Includes first loss subordinated securities in Consolidated SLST with a fair value of $ 20.6 million and $ 140.3 million as of December 31, 2024 and 2023, respectively.

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As of December 31, 2024 and 2023, the outstanding balances under our repurchase agreements secured by investment securities were funded at a weighted average advance rate of 96.0 % and 93.4 %, respectively, that implies an average "haircut" of 4.0 % and 6.6 %, 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, 2024, the weighted average "haircut" related to our repurchase agreement financing for our Agency RMBS, non-Agency RMBS, and U.S.

Treasury securities was approximately 4.2 %, 27.9 %, and 1.3 %, respectively.

As of December 31, 2024 and 2023, the average days to maturity for repurchase agreements secured by investment securities were 26 days and 46 days, respectively, and the weighted average interest rates were 4.84 % and 5.66 %, respectively.

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Stated Maturity (3)

Consolidated SLST (4)

Consolidated SLST at fair value (4)

$ 867,004 $ 811,591 3.49 % 2059 - 2064

Residential loan securitizations 1,292,015 1,276,780 4.00 % 2026 - 2062

Residential loan securitizations at fair value (4)

1,281,896 1,253,332 5.72 % 2029 - 2069

Residential loan securitizations at amortized cost, net

850,547 842,764 4.35 % 2027 - 2062

Non-Agency RMBS re-securitization at fair value (4)

70,867 70,757 7.38 % 2064

Total collateralized debt obligations $ 3,070,314 $ 2,978,444

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Stated Maturity (3)

Consolidated SLST (4)

Consolidated SLST at fair value (4)

$ 652,933 $ 593,737 2.75 % 2059

Residential loan securitizations 1,498,198 1,468,222 3.54 % 2026 - 2062

Residential loan securitizations at amortized cost, net

1,292,015 1,276,780 4.00 % 2026 - 2062

Total collateralized debt obligations $ 1,944,948 $ 1,870,517

(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.

(2) Certain of the Company's CDOs contain interest rate step-up features whereby the interest rate increases if the outstanding notes are not redeemed by expected redemption dates, as defined in the respective governing documents.

As of December 31, 2024, CDOs with an aggregate outstanding face amount of $ 1.6 billion contain an interest rate step-up feature whereby the interest rate increases by either 1.00 %, 1.50 %, 2.00 %, or 3.00 % on defined dates ranging between 24 months and 48 months after issuance, if the notes are not redeemed before such dates.

(3) The actual maturity of the Company's CDOs is 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).

(4) The Company has elected the fair value option for CDOs issued by Consolidated SLST, residential loan securitizations completed after January 1, 2024 and a non-Agency RMBS re-securitization (see Note 17 ).

See Note 7 for unrealized gains or losses recognized on CDOs issued by Consolidated SLST.

For the year ended December 31, 2024, the Company recognized $ 1.5 million in net unrealized losses on residential loan securitizations and a non-Agency RMBS re-securitization at fair value, which is included in unrealized (losses) gains, net on the accompanying consolidated statements of operations.

The Company's CDOs as of December 31, 2024 had stated maturities as follows:

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Senior Unsecured Notes

On June 28, 2024, the Company completed the issuance of $ 60.0 million in aggregate principal amount of its 2029 Senior Notes in an underwritten public offering.

The total net proceeds to the Company from the offering of the 2029 Senior Notes, after deducting the underwriters' discount and commissions and offering expenses, were approximately $ 57.5 million.

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.

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 "2026 Senior Notes") for an equal principal amount of Unregistered Notes.

The 2029 Senior Notes and the 2026 Senior Notes (collectively, the "Senior Unsecured Notes") are senior unsecured obligations of the Company that are equal in right of payment to each other and structurally subordinated in right of payment to the Company's subordinated debentures.

No sinking fund is provided for the Senior Unsecured Notes.

The following table presents a summary of the Senior Unsecured Notes as of December 31, 2024 and 2023, respectively (dollar amounts in thousands):

December 31, 2024 December 31, 2023

Outstanding Face Amount

Carrying Value

Outstanding Face Amount

Carrying Value

2029 Senior Notes at fair value

$ 60,000 $ 60,310 $ — $ —

2026 Senior Notes at amortized cost, net

100,000 98,886 100,000 98,111

Total Senior Unsecured Notes

$ 160,000 $ 159,196 $ 100,000 $ 98,111

2029 Senior Notes

The 2029 Senior Notes bear interest at a rate equal to 9.125 % per year, payable in cash quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, beginning on October 1, 2024, and mature on July 1, 2029, unless earlier redeemed.

The Company may redeem the 2029 Senior Notes, in whole or in part, at any time at the Company’s option on or after July 1, 2026, at a redemption price equal to 100 % of the outstanding principal amount of the 2029 Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.

The Company has elected the fair value option with respect to the 2029 Senior Notes.

None of the change in the fair value of the 2029 Senior Notes for the year ended December 31, 2024 was due to instrument-specific credit risk.

Accordingly, the Company recognized $ 0.3 million in net unrealized losses on the 2029 Senior Notes, which are included in unrealized (losses) gains, net on the accompanying consolidated statements of operations for the year ended December 31, 2024.

2026 Senior Notes

As of December 31, 2024, the Company had $ 100.0 million aggregate principal amount of its 2026 Senior Notes outstanding.

Costs related to the issuance of the 2026 Senior 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 $ 1.1 million and $ 1.9 million as of December 31, 2024 and 2023, 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:

The 2026 Senior 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 2026 Senior Notes by one or more nationally recognized statistical rating organizations (a “NRSRO”).

The annual interest rate on the 2026 Senior 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 2026 Senior 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 2026 Senior Notes have a rating of B+ or below or no rating from any NRSRO.

Interest on the 2026 Senior Notes is paid semi-annually in arrears on April 30 and October 30 of each year, and the 2026 Senior Notes will mature on April 30, 2026.

The Company had the right to redeem the 2026 Senior 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 2026 Senior Notes to be redeemed, plus the applicable "make-whole" premium, plus accrued but unpaid interest, if any, to, but excluding, the redemption date.

After April 30, 2023, the Company has the right to redeem the 2026 Senior Notes, in whole or in part, at 100 % of the principal amount of the 2026 Senior 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 2026 Senior Notes multiplied by a date-dependent multiple as detailed in the following table:

Redemption Period Multiple

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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.

As of December 31, 2024, the Company's 2026 Senior 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, 2024 and through the date of this Annual Report on Form 10-K.

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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, 2024, 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

The following table summarizes the key details of the Company’s subordinated debentures as of December 31, 2024 and 2023 (dollar amounts in thousands):

NYM Preferred Trust I NYM Preferred Trust II

Principal value of trust preferred securities $ 25,000 $ 20,000

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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 21, 2025, the Company has not been notified, and is not aware, of any event of default under the indenture for the subordinated debentures.

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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,

The following table presents interest expense from the Convertible Notes for the year ended December 31, 2022 (dollar amounts in thousands):

For the Year Ended December 31, 2022

Contractual interest expense $ 335

Amortization of underwriter's discount and deferred charges 103

Total $ 438 $ 11,196

Mortgages Payable on Real Estate

As of December 31, 2024 and 2023, 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) .

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 Company also owned a preferred equity investment in a VIE that owns a multi-family apartment community and for which the Company is the primary beneficiary.

Accordingly, the Company consolidated the respective VIEs into its consolidated financial statements ( see Note 7) .

During the years ended December 31, 2024 and 2022, sales of consolidated multi-family apartment communities resulted in the repayment or assumption of the related mortgages payable ( see Note 8 ).

In February 2024, one entity in which the Company held a joint venture equity investment entered into a debt restructuring agreement with the senior lender for its mortgage payable.

As part of the agreement, the required strike price of the interest rate cap agreement related to the respective mortgage payable increased and a portion of interest payments was deferred until the maturity date.

The restructuring did not result in a change in the carrying amount of the mortgage payable and no gain was recorded.

During the year ended December 31, 2024, the Company sold its joint venture equity investment in the entity, which resulted in the de-consolidation of the mortgage payable subject to the debt restructuring agreement as of December 31, 2024.

The consolidated multi-family apartment communities are subject to mortgages payable collateralized by the associated real estate assets.

6 unchanged sentences

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.

5 unchanged sentences

Year Ending December 31, Total

2024 $ 53,615

Thereafter 164,174

4 unchanged sentences

As of December 31, 2024, 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.

Commitment to Fund Business Purpose Loans

As of December 31, 2024, the Company had commitments to fund up to $ 220.8 million of additional advances on existing business purpose loans.

These commitments are generally subject to loan agreements with terms that must be met before the Company funds advances on the commitment.

As of December 31, 2024, 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.

Total property lease expense on these leases for the years ended December 31, 2024, 2023, and 2022 amounted to $ 1.5 million, $ 1.7 million, and 1.7 million, respectively.

The leases are secured by cash deposits in the amount of $ 0.6 million.

1 unchanged sentence

Year Ending December 31, Total

Thereafter 781

Total lease payments

12 unchanged sentences

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.

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 respective 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 securitizations are generally illiquid and trade infrequently.

As such, they are classified as Level 3 in the fair value hierarchy.

10 unchanged sentences

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 independently calculates the fair value of 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.

4 unchanged sentences

This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 in the fair value hierarchy.

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.

Investment Securities Available for Sale – The Company determines the fair value of its Agency RMBS and non-Agency RMBS 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.

4 unchanged sentences

The Company reconciles and resolves all pricing differences in excess of the thresholds before a final price is established.

The Company determines the fair value of its U.S.

Treasury securities using a third-party pricing service that compiles prices from various sources or using pricing models that consider observable market data to determine the fair value of identical or similar securities.

The Company’s investment securities available for sale are valued based upon readily observable market parameters and are classified as Level 2 fair values.

2 unchanged sentences

These fair value measurements are generally based on unobservable inputs and, as such, are classified as Level 3 in the fair value hierarchy.

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.

Derivative Instruments – The Company's interest rate swaps, credit default swaps and U.S.

Treasury futures are classified as Level 2 fair values and are measured using valuations reported by the respective central clearing houses.

The derivatives are presented net of variation margin payments pledged or received.

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 obtains additional third-party valuations for interest rate swaps, credit default swaps, U.S.

Treasury futures and interest rate cap agreements.

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.

Mortgage Servicing Rights – The Company's MSRs are recorded at fair value and are classified as Level 3 in the fair value hierarchy.

Although MSR transactions may be observable in the marketplace, the details of those transactions may not be representative of the Company's MSR portfolio.

Accordingly, the fair value of the Company's MSRs is determined using valuations obtained from a third party that specializes in providing valuations of MSRs.

The valuation incorporates both observable market data and unobservable market data including prepayment speeds, rates of default and discount rates as inputs to a discounted cash flow model.

The Company independently calculates the fair value of its MSRs based on discounted cash flows using a pricing model to validate all third party-valuations of MSRs.

The Company reconciles and resolves all pricing differences in excess of the thresholds before a final price is established.

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.

2 unchanged sentences

above for a description of the fair valuation of CDOs issued by Consolidated SLST that are eliminated in consolidation.

Fair value for CDOs issued by the Company's residential loan securitizations and non-Agency RMBS re-securitization is determined by the valuation process for investment securities available for sale as described in d .

above and, as such, are classified as Level 2 fair values.

Senior unsecured notes – The Company's 2029 Senior Notes are valued using pricing models that consider observable market data to determine the fair value of identical or similar securities and are classified as Level 2 fair values.

Management reviews all prices used in determining fair value to ensure they represent current market conditions.

19 unchanged sentences

— 69,687 — 69,687 — 24,493 — 24,493

CMBS — — — — — 30,133 — 30,133

ABS — — — — — 856 — 856

Treasury securities — 622,045 — 622,045 — — — —

Multi-family loans — — 86,192 86,192 — — 95,792 95,792

4 unchanged sentences

— 56 — 56 — 6,510 — 6,510

Interest rate swaps (2) (4)

— — — — — — — —

Treasury futures (2) (4)

— — — — — — — —

Mortgage servicing rights (2)

— — 21,003 21,003 — — — —

Assets of disposal group held for sale (3)

2 unchanged sentences

Liabilities carried at fair value

Consolidated SLST CDOs $ — $ — $ 593,737 $ 593,737 $ — $ — $ 634,495 $ 634,495

Consolidated SLST

$ — $ — $ 811,591 $ 811,591 $ — $ — $ 593,737 $ 593,737

Residential loan securitizations

— 1,253,332 — 1,253,332 — — — —

Non-Agency RMBS re-securitization — 70,757 — 70,757 — — — —

Senior unsecured notes

— 60,310 — 60,310 — — — —

Derivative liabilities:

1 unchanged sentence

— — — — — — — —

Credit default swaps (2) (4)

— — — — — — — —

Total $ — $ 1,384,399 $ 811,591 $ 2,195,990 $ — $ — $ 593,737 $ 593,737

(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.

(2) Included in other assets or other liabilities, respectively, in the consolidated balance sheets.

(3) Includes interest rate caps classified as Level 2 instruments in the amount of $ 0.1 million and $ 3.0 million as of December 31, 2024 and 2023, respectively.

(4) All of the Company’s interest rate swaps, credit default swaps and U.S.

Treasury futures are cleared through central clearing houses.

The Company exchanges variation margin for the derivative instruments based upon daily changes in fair value.

Includes derivative liabilities of $ 19.9 million netted against derivative assets of $ 64.9 million and a net variation margin of $ 45.0 million as of December 31, 2024.

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.

See Note 10 for additional information.

The following tables detail changes in valuation for the Level 3 assets for the years ended December 31, 2024, 2023, and 2022, respectively (dollar amounts in thousands):

2 unchanged sentences

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

Residential loans Consolidated SLST Residential loans held in securitization trusts Multi-family loans Equity investments Mortgage servicing rights

Balance at beginning of period $ 827,535 $ 754,860 $ 1,501,908 $ 95,792 $ 147,116 $ — $ 3,327,211

6 unchanged sentences

( 1,456,376 ) — 1,456,376 — — — —

Transfer from disposal group held for sale

— — — — 5,720 ( 5,720 ) —

Funding/Contributions — — — 21,924 33,958 — 55,882

Paydowns/Distributions (3)

( 296,645 ) ( 77,768 ) ( 805,586 ) ( 15,499 ) ( 49,803 ) 10,917 ( 1,234,384 )

Sales ( 156,175 ) — ( 6,708 ) — — — ( 162,883 )

Purchases 550,481 — 69,796 — — — 620,277

Acquisitions (4)

1,779,166 285,057 113,726 — — 9,470 2,187,419

Balance at the end of period $ 632,266 $ 965,672 $ 2,243,800 $ 86,192 $ 113,492 $ 21,003 $ 4,062,425

(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).

(1) Transfers out of Level 3 assets represents the transfer of residential loans to real estate owned, single-family rental properties and other assets.

(2) During the year ended December 31, 2024, the Company transferred certain residential loans into residential loan securitizations ( see Note 7 for further discussion of the Company's residential loan securitizations).

(3) Includes in-kind distribution of mortgage servicing rights received from the Company's equity investment in an entity that originates residential loans.

(4) During the year ended December 31, 2024, the Company purchased a first loss subordinated security issued from a securitization that it determined to consolidate as Consolidated SLST.

As a result, the Company consolidated assets of the securitization (see Note 7 ).

Year Ended December 31, 2023

2 unchanged sentences

Balance at beginning of period $ 1,081,384 $ 827,582 $ 1,616,114 $ 87,534 $ 179,746 $ 9,010 $ 3,801,370

Total (losses)/gains (realized/unrealized)

Total gains/(losses) (realized/unrealized)

Included in earnings 8,080 ( 10,748 ) 72,173 11,863 21,279 ( 3,290 ) 99,357

7 unchanged sentences

Paydowns/Distributions ( 482,137 ) ( 61,974 ) ( 518,819 ) ( 15,223 ) ( 93,587 ) — ( 1,171,740 )

Purchases 1,641,816 — 91,449 — — — 1,733,265

Sales ( 21,165 ) — ( 3,979 ) — — — ( 25,144 )

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.

(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).

(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 residential loans into residential loan securitizations ( see Note 7 for further discussion of the Company's residential loan securitizations).

Year Ended December 31, 2022

Residential loans

Residential loans Consolidated SLST Residential loans held in securitization trusts Multi-family loans Equity investments Total

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 gains/(losses) (realized/unrealized)

Total (losses)/gains (realized/unrealized)

Included in earnings ( 111,879 ) ( 128,236 ) ( 162,518 ) 9,531 18,884 ( 926 ) ( 375,144 )

3 unchanged sentences

( 1,422,577 ) — 1,422,577 — — — —

Transfer to disposal group held for sale

— — — — ( 9,936 ) 9,936 —

Funding/Contributions — — — — 28,086 — 28,086

1 unchanged sentence

1,641,816 — 91,449 — — — 1,733,265

Purchases 1,576,570 — 5,409 — — 1,581,979

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, 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).

(2) During the year ended December 31, 2022, the Company transferred certain residential loans into residential loan securitizations ( see Note 7 for further discussion of the Company's residential loan securitizations).

The following table details changes in valuation for the Level 3 liabilities for the years ended December 31, 2024, 2023 and 2022, respectively (dollar amounts in thousands):

6 unchanged sentences

Included in earnings 3,784 5,718 ( 90,077 )

Acquisitions (1)

Paydowns ( 61,130 ) ( 46,476 ) ( 114,847 )

Balance at the end of period $ 811,591 $ 593,737 $ 634,495

(1) During the year ended December 31, 2024, the Company purchased a first loss subordinated security issued from a securitization that it determined to consolidate as Consolidated SLST.

As a result, the Company consolidated liabilities of the securitization ( see Note 7 ).

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):

21 unchanged sentences

Loss severity —

Mortgage servicing rights (1)

$ 21,003 Discounted cash flow Lifetime voluntary prepayment rate

10.4 % 1.0 % - 26.7 %

Lifetime CDR 2.2 % — - 39.8 %

Yield 12.2 % 12.0 % - 14.0 %

Consolidated SLST CDOs (4) (5)

4 unchanged sentences

(1) Weighted average amounts are calculated based on the weighted average fair value of the assets.

(2) As of December 31, 2024, the Company has reduced the fair value of one multi-family loan to zero as a result of developments with respect to the property, its financing and market conditions.

Unobservable inputs do not include inputs related to this multi-family loan.

(3) Equity investments do not include equity ownership interests in an entity that originates residential loans.

20 unchanged sentences

— — ( 1,430 )

Mortgage servicing rights (1)

Consolidated SLST CDOs (1)

$ ( 5,709 ) $ ( 1,930 ) $ 92,431

(1) Presented in unrealized gains (losses), net on the Company’s consolidated statements of operations.

(1) Presented in unrealized (losses) gains, net on the Company’s consolidated statements of operations.

(2) Presented in income from equity investments on the Company’s consolidated statements of operations.

11 unchanged sentences

Equity investments Level 3 113,492 113,492 147,116 147,116

Equity investments in disposal group held for sale Level 3 — — 9,010 9,010

Derivative assets Level 2 56 56 6,510 6,510

Derivative assets in disposal group held for sale Level 2 67 67 2,960 2,960

Mortgage servicing rights

21,003 21,003 — —

Financial Liabilities:

2 unchanged sentences

Residential loan securitizations at amortized cost, net Level 3 842,764 818,482 1,276,780 1,237,531

Residential loan securitizations at fair value

1,253,332 1,253,332 — —

Consolidated SLST Level 3 811,591 811,591 593,737 593,737

Non-Agency RMBS re-securitization Level 2 70,757 70,757 — —

Subordinated debentures Level 3 45,000 38,918 45,000 32,137

Senior unsecured notes Level 2 98,111 94,952 97,384 91,104

Senior unsecured notes:

Senior unsecured notes at amortized cost, net

Level 2 98,886 98,632 98,111 94,952

Senior unsecured notes at fair value

Level 2 60,310 60,310 — —

Mortgages payable on real estate Level 3 366,606 347,915 784,421 761,194

5 unchanged sentences

Subordinated debentures – The fair value of these subordinated debentures is based on discounted cash flows using management’s estimate for market yields.

Senior unsecured notes – The fair value is based on quoted prices provided by dealers who make markets in similar financial instruments.

Mortgages payable on operating real estate – The fair value of consolidated variable-rate mortgages payable approximates the carrying value of such liabilities.

Senior unsecured notes – The fair value of senior unsecured notes reported at amortized cost, net is determined using pricing models that consider observable market data to determine the fair value of identical or similar securities.

Mortgages payable on 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.

1 unchanged sentence

(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.

The Company had 200,000,000 authorized shares of preferred stock, par value $ 0.01 per share (the “Preferred Stock”), with 22,164,414 shares issued and outstanding as of December 31, 2024 and 2023.

As of December 31, 2024, the Company has four outstanding series of cumulative redeemable preferred stock:

2 unchanged sentences

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.

The program, which expires on March 31, 2026, 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.

The Company did not repurchase any shares of its preferred stock during the year ended December 31, 2024.

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.

1 unchanged sentence

As of December 31, 2024, $ 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.

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 %

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

The following table summarizes the Company’s Preferred Stock issued and outstanding as of December 31, 2024 and 2023 (dollar amounts in thousands):

Class of Preferred Stock Shares Authorized Shares Issued and Outstanding Carrying Value Liquidation Preference Contractual Rate (1)

13 unchanged sentences

(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.

In light of the cessation of the publication of three-month LIBOR after June 30, 2023, and pursuant to the Articles Supplementary for the Series E Preferred Stock and the applicability of the Adjustable Interest Rate (LIBOR) Act of 2021 to the Series E Preferred Stock, the calculation agent determined that three-month CME Term SOFR plus the applicable tenor spread adjustment of 0.26161 % per annum has replaced three-month LIBOR as the successor base rate for calculations of the dividend rate payable on the Series E Preferred Stock for dividend periods from and after the respective fixed-to-floating rate conversion date.

Additionally, pursuant to the Articles Supplementary for the Series D Preferred Stock and the applicability of the LIBOR Act of 2021 to the Series D 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 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.

2 unchanged sentences

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.

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 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.

4 unchanged sentences

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

Declaration Date Record Date Payment Date Series D Preferred Stock Series E Preferred Stock Series F Preferred Stock Series G Preferred Stock

December 10, 2024 January 1, 2025 January 15, 2025 $ 0.50 $ 0.4921875 $ 0.4296875 $ 0.43750

10 unchanged sentences

March 14, 2022 April 1, 2022 April 15, 2022 0.50 0.4921875 0.4296875 0.43750

(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.

2 unchanged sentences

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 .

5 unchanged sentences

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.

The program, which expires on March 31, 2026 , 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.

During the year ended December 31, 2024, the Company repurchased 587,347 shares of its common stock pursuant to the common stock repurchase program for a total cost of approximately $ 3.5 million, including fees and commissions paid to the broker, representing an average repurchase price of $ 5.95 per common share.

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, 2024, $ 189.7 million of the approved amount remained available for the repurchase of shares of the Company's common stock under the common stock repurchase program.

17 unchanged sentences

During 2023, aggregate dividends for our common stock were $ 1.20 per share.

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.

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.

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.

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.

(e) Equity Distribution Agreements

1 unchanged sentence

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.

There were no shares of the Company's common stock issued under the Common Equity Distribution Agreement during the years ended December 31, 2024, 2023 and 2022.

As of December 31, 2024, 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.

On March 29, 2019, the Company entered into an equity distribution agreement (the "Preferred Equity Distribution Agreement"), most recently amended on March 2, 2022, with a sales agent, pursuant to which the Company may offer and sell shares of its Preferred Stock, having a maximum aggregate gross sales price of up to $ 149.1 million from time to time through the sales agent.

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.

1 unchanged sentence

As of December 31, 2024, approximately $ 100.0 million of Preferred Stock remains available for issuance under the Preferred Equity Distribution Agreement.

(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.

Loss Per Common Share

The Company calculates basic loss per common share by dividing net loss attributable to the Company’s common stockholders for the period by weighted-average shares of common stock outstanding for that period.

Diluted loss per common share takes into account the effect of dilutive instruments, such as PSUs, RSUs, DSUs and Convertible Notes, 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 year ended December 31, 2022, the Company's Convertible Notes were determined to be anti-dilutive and were not included in the calculation of diluted loss per common share.

During the years ended December 31, 2024, 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):

During the year ended December 31, 2024, the DSUs awarded under the 2017 Plan were determined to be anti-dilutive and were not included in the calculation of diluted loss per common share.

The following table presents the computation of basic and diluted loss per common share for the periods indicated (dollar and share amounts in thousands, except per share amounts):

For the Years Ended December 31,

2024 2023 2022

Basic (Loss) Earnings per Common Share:

Net (loss) income attributable to Company $ ( 48,665 ) $ ( 298,605 ) $ 193,200

Basic Loss per Common Share:

Net loss attributable to Company

$ ( 62,029 ) $ ( 48,665 ) $ ( 298,605 )

Preferred Stock dividends ( 41,756 ) ( 41,837 ) ( 41,972 )

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

Net loss attributable to Company’s common stockholders

$ ( 103,785 ) $ ( 90,035 ) $ ( 340,577 )

Basic weighted average common shares outstanding

90,815 91,042 94,322

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

Basic Loss per Common Share

$ ( 1.14 ) $ ( 0.99 ) $ ( 3.61 )

Diluted Loss per Common Share:

Net loss attributable to Company

$ ( 62,029 ) $ ( 48,665 ) $ ( 298,605 )

Preferred Stock dividends ( 41,756 ) ( 41,837 ) ( 41,972 )

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

Net loss attributable to Company’s common stockholders

$ ( 103,785 ) $ ( 90,035 ) $ ( 340,577 )

Weighted average common shares outstanding

90,815 91,042 94,322

Net effect of assumed PSUs vested

Net effect of assumed RSUs vested — — 49

Diluted weighted average common shares outstanding

90,815 91,042 94,322

Diluted (Loss) Earnings per Common Share $ ( 0.99 ) $ ( 3.61 ) $ 1.51

Diluted Loss per Common Share

$ ( 1.14 ) $ ( 0.99 ) $ ( 3.61 )

Stock Based Compensation

4 unchanged sentences

The Company’s employees have been issued 1,475,184 shares of restricted stock under the 2017 Plan as of December 31, 2024.

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.

At December 31, 2024, there were 538,159 shares of non-vested restricted stock outstanding, 1,879,052 common shares reserved for issuance in connection with outstanding PSUs under the 2017 Plan, 450,600 common shares reserved for issuance in connection with outstanding RSUs under the 2017 Plan and 110,772 common shares reserved for issuance in connection with outstanding DSUs under the 2017 Plan .

Of the common stock authorized at December 31, 2023, 6,249,922 shares were reserved for issuance under the 2017 Plan.

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The total fair value of restricted shares vested during the years ended December 31, 2024, 2023 and 2022 was approximately $ 2.1 million, $ 3.1 million and $ 3.3 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.

The requisite service period for restricted stock awards at issuance is three years and the restricted common stock vests ratably over the requisite service period.

(b) Performance Share Units

During the years ended December 31, 2024, 2023 and 2022, 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.

Under the 2017 Plan, PSUs are instruments that provide the holder the right to receive one share of the Company’s common stock once a performance condition has been satisfied.

The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan.

7 unchanged sentences

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.

The DERs that vested during the years ended December 31, 2024 and 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, 2024, 2023 and 2022, respectively, is presented below:

17 unchanged sentences

The three-year performance period for PSUs granted in 2021 ended on December 31, 2023, resulting in the vesting of 441,973 shares of common stock during the year ended December 31, 2024 with a fair value of $ 3.6 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 number of vested shares related to PSUs granted in 2021 was greater than the target PSUs of 350,886 .

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 o f $ 2.0 million o n the vesting date.

1 unchanged sentence

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 2018 exceeded the target PSUs of 210,693 .

The number of vested shares related to PSUs granted in 2019 was less than the target PSUs of 268,728 .

Non-vested PSUs are forfeited upon the recipient's termination of employment, subject to certain exceptions.

9 unchanged sentences

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.

Upon vesting of the RSUs, the DERs will also vest.

DERs will be forfeited upon forfeiture of the corresponding RSUs.

26 unchanged sentences

Compensation expense related to the RSUs was $ 2.0 million, $ 2.0 million and $ 2.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

(d) Deferred Stock Units

During the year ended December 31, 2024 , the Company granted DSUs that had been approved by the Compensation Committee and the Board of Directors to non-employee directors.

Each DSU represents an unfunded promise to receive one share of the Company's common stock, subject to the non-employee director's continued service on the Board of Directors through the day immediately preceding the annual meeting of the Company's stockholders in the year subsequent to the grant date.

Non-vested DSUs are forfeited upon the recipient's termination of service on the Company's Board of Directors.

The DSUs include DERs which shall remain outstanding from the grant date until the earlier of the settlement or forfeiture of the DSU 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 DSU to which such DER relates.

Upon vesting of the DSUs, the DERs will also vest.

DERs will be forfeited upon forfeiture of the corresponding DSUs.

The DERs may be settled in cash or stock at the discretion of the Compensation Committee.

A summary of the activity of the DSU awards under the 2017 Plan for the year ended December 31, 2024 is presented below:

Shares Weighted

Average Per Share

Fair Value (1)

Non-vested DSUs as of January 1 — $ —

Non-vested DSUs as of December 31

110,772 $ 6.50

(1) The grant date fair value of DSUs is based on the closing market price of the Company’s common stock at the grant date.

As of December 31, 2024, there was $ 0.4 million of unrecognized compensation cost related to the non-vested portion of the DSUs.

The unrecognized compensation cost related to the non-vested portion of the DSUs at December 31, 2024 is expected to be recognized over a weighted average period of 0.4 years.

Compensation expense related to the DSUs was $ 0.3 million for the year ended December 31, 2024.

For the years ended December 31, 2024, 2023 and 2022, the Company qualified to be taxed as a REIT under the Internal Revenue Code for U.S.

12 unchanged sentences

Total current income tax provision 121 296 3,217

Deferred income tax (benefit) provision

Deferred income tax provision (benefit)

Federal 866 ( 136 ) ( 1,649 )

State 49 ( 85 ) ( 1,026 )

Total deferred income tax (benefit) provision ( 221 ) ( 2,675 ) 2,173

Total deferred income tax provision (benefit)

915 ( 221 ) ( 2,675 )

Total income tax provision $ 1,036 $ 75 $ 542

The Company’s estimated taxable income differs from the statutory U.S.

The Company’s effective income tax rate 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.

2 unchanged sentences

2024 2023 2022

(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 )

Benefit at statutory rate

$ ( 12,808 ) 21.0 % $ ( 10,204 ) 21.0 % $ ( 71,422 ) 21.0 %

Non-taxable REIT loss

13,007 ( 21.3 ) 6,901 ( 14.2 ) 64,479 ( 19.0 )

State and local tax provision (benefit)

68 unchanged sentences

2024 2023 2022

Preferred equity and mezzanine loan premiums resulting from early redemption (1)

$ 390 $ 3,950 $ 5,294

Gain (loss) on sale of real estate (2)

Gain on sale of real estate (1)

$ 27,835 $ 4,763 $ 17,132

Gain on de-consolidation of joint venture equity investments in Consolidated VIEs

Servicing fee income

Preferred equity and mezzanine loan premiums resulting from early redemption 196 390 3,950

(Loss) gain on extinguishment of collateralized debt obligations and mortgages payable on real estate

( 2,864 ) ( 796 ) 2,214

Provision for uncollectible receivables (2)

( 3,207 ) — —

Miscellaneous income (loss)

2 unchanged sentences

$ 29,149 $ 4,736 $ 18,738

(1) Includes premiums resulting from early redemptions of preferred equity and mezzanine loan investments accounted for as loans.

(1) See Notes 8 and 9 for description of nature of transactions out of which items arose.

(2) During the year ended December 31, 2024, the Company recorded a provision for uncollectible receivables for asset management expenses incurred related to a non-accrual multi-family loan that are in excess of anticipated redemption proceeds ( see Note 5) .

Segment Reporting

The Company is in the business of acquiring, investing in, financing and managing primarily mortgage-related single-family and multi-family residential assets (the “investment portfolio”) in the United States and derives its revenues from management of the investment portfolio.

The Company’s chief operating decision maker (“CODM”) is the Company’s Chief Executive Officer.

The operating results of the Company’s investment portfolio, which includes residential loans, investment securities, multi-family loans and equity investments, including joint venture equity investments in multi-family properties, are regularly reviewed, in the aggregate, by the CODM based upon total assets reported on the consolidated balance sheets and net income (loss) reported on the consolidated statements of operations.

The CODM also considers significant, and regularly reviews, consolidated salaries and benefits expense in the amounts of approximately $ 33.3 million, $ 35.2 million and $ 38.4 million for the years ended December 31, 2024, 2023 and 2022, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations.

The CODM utilizes the information reviewed to evaluate Company financial performance, benchmark Company results to those of its peers and monitor actual performance against projected performance.

Net income (loss) is a key determinant of the Company’s book value (calculated as the Company’s stockholders’ equity attributable to common stockholders divided by outstanding common shares), a measure that is used by the CODM to evaluate Company performance overall and with respect to its peers and which is a component of the calculation of management’s compensation.

Based upon the inputs discussed above, investment portfolio strategy and financing and capital and resource allocations rely on the determination of the CODM.

Accordingly, the Company consists of a single operating and reporting segment and the consolidated financial statements and notes thereto are presented as a single reportable segment.

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.

On January 14, 2025, the Company completed the issuance of $ 82.5 million in aggregate principal amount of its 9.125 % Senior Notes due in 2030 (the "2030 Senior Notes") in an underwritten public offering.

The total net proceeds to the Company from the offering of the 2030 Senior Notes, after deducting the underwriters' discount and commissions and offering expenses, were approximately $ 79.3 million.

On February 19, 2025, the Company's Board of Directors approved extensions of its common stock repurchase program, under which $ 189.7 million of the approved amount remained available for repurchase, and its 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, 2025 to March 31, 2026.

7 unchanged sentences

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

Brandon, FL 1 44,425 3,884 48,869 5,183 3,884 54,052 57,936 ( 4,631 ) 1974 & 1981

Collierville, TN 1 $ 39,267 $ 3,113 $ 45,616 $ 2,616 $ 3,113 $ 48,232 $ 51,345 $ ( 5,795 ) 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 45,120 4,900 49,539 892 4,900 50,431 55,331 ( 1,823 ) 1976 2023 5 - 30

4 unchanged sentences

Louisville, KY 1 41,576 5,567 52,819 1,118 5,567 53,937 59,504 ( 5,928 ) 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 20,779 3,367 26,967 1,254 3,367 28,221 31,588 ( 3,174 ) 1988 - 1994

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

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 24,085 3,116 35,223 691 3,116 35,914 39,030 ( 4,087 ) 2015 2021 5 - 30

1 unchanged sentence

St Petersburg, FL 1 56,160 9,823 74,801 4,299 9,823 79,100 88,923 ( 9,238 ) 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

Total Multi-Family - Operating 11 $ 366,606 $ 54,829 $ 455,777 $ 21,858 $ 54,829 $ 477,635 $ 532,464 $ ( 51,303 )

4 unchanged sentences

Atlanta, GA 26 — 644 3,219 244 644 3,463 4,107 ( 125 ) 2004 - 2019

Indianapolis, IN 13 — 228 981 643 228 1,624 1,852 ( 24 ) 1913 - 1958

Pittsburgh, PA 12 — 509 2,050 ( 583 ) 321 1,655 1,976 ( 5 ) 1940 - 1991

2022 7.5 - 30

Tampa, FL 11 2,053 821 2,828 455 821 3,283 4,104 ( 266 ) 1951 - 2010

2022 7.5 - 30

Total Single-Family Rental - Operating 484 $ 64,137 $ 25,573 $ 101,291 $ 19,011 $ 25,361 $ 120,514 $ 145,875 $ ( 10,531 )

Total Operating Real Estate 495 $ 430,743 $ 80,402 $ 557,068 $ 40,869 $ 80,190 $ 598,149 $ 678,339 $ ( 61,834 )

Real Estate Held for Sale

Single-Family Rental - Held for Sale

Indianapolis, IN 12 — 123 1,162 ( 448 ) 72 765 837 — 1910 - 1930

Atlanta, GA 7 — 162 656 ( 148 ) 133 537 670 — 2004 - 2019

Baltimore, MD 6 1,054 583 1,389 ( 35 ) 533 1,404 1,937 — 1947 - 1959

Houston, TX 6 1,002 363 1,491 ( 289 ) 283 1,282 1,565 — 1953 - 2004

Pittsburgh, PA 6 482 218 694 24 184 752 936 — 1900 - 2004

Chicago, IL 3 302 84 483 15 79 503 582 — 1949 - 1952

Bedford, OH 1 89 31 124 ( 22 ) 22 111 133 — 1949

2022 7.5 - 30

Milwaukee, WI 1 150 44 230 ( 32 ) 38 204 242 — 1970

Total Single-Family Rental - Held for Sale

42 $ 3,079 $ 1,608 $ 6,229 $ ( 935 ) $ 1,344 $ 5,558 $ 6,902 $ —

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 )

Total Real Estate, net

537 $ 433,822 $ 82,010 $ 563,297 $ 39,934 $ 81,534 $ 603,707 $ 685,241 $ ( 61,834 )

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

Fort Myers, FL 1 $ 38,220 $ 7,546 $ 34,504 $ 7,129 $ 7,546 $ 41,633 $ 49,179 $ ( 1,865 ) 1973 & 1979

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

Tampa, FL 1 55,150 10,152 53,668 7,019 9,760 61,079 70,839 ( 7,121 ) 1971 & 1972

Total Multi-Family - Disposal Group 2 $ 93,370 $ 17,698 $ 88,172 $ 14,148 $ 17,306 $ 102,712 $ 120,018 $ ( 8,986 )

1 unchanged sentence

(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.

federal income tax purposes was approximately $ 761 million as of December 31, 2024.

(2) Consists of costs capitalized subsequent to acquisition and impairment charges.

8 unchanged sentences

Reclassification to held and used

65,458 392,235 —

Reclassification to held for sale or disposal group held for sale ( 593,063 ) — ( 1,133,521 )

Balance at end of period $ 678,339 $ 1,197,066 $ 714,192

(1) Transfers in represent transfers into operating real estate due to consolidation of a VIE ( see Note 7 ) or from real estate owned.

(1) Transfers in represent transfers into operating real estate due to consolidation of a VIE ( see Note 7 ) or from real estate owned or residential loans.

Reconciliation of Accumulated Depreciation for Operating Real Estate

59 unchanged sentences

03/01/2027 - 11/01/2063 448,697 20,186

Second lien loans

Original loan amount $0 - $99,999

121 5.75 % - 8.75 %

10/01/2032 - 06/01/2062 3,727 —

Original loan amount $100,000 - $199,999

8 6.25 % - 8.63 %

11/01/2032 - 03/01/2050 879 —

Original loan amount $200,000 - $299,999

3 6.75 % - 7.75 %

03/01/2046 - 01/01/2050 469 —

Business purpose loans

27 unchanged sentences

Repayments of principal ( 1,179,999 ) ( 1,062,930 ) ( 1,362,294 )

Collection of interest — — —

Transfer to REO ( 85,342 ) ( 42,485 ) ( 18,858 )

Transfer to SFR

( 3,120 ) — —

Cost of loans sold

( 162,883 ) ( 25,144 ) —

Provision for loan loss — — —

Amortization of premium ( 5,087 ) ( 2,669 ) ( 3,402 )

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures