adam-20250930
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ____________
Commission file number 001-32216
ADAMAS TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland 47-0934168
(State or Other Jurisdiction of
Incorporation or Organization) (I.R.S. Employer
Identification No.)
90 Park Avenue , New York , New York 10016
(Address of Principal Executive Office) (Zip Code)
( 212 ) 792-0107
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbols Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share ADAM
NASDAQ Stock Market
8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference ADAMN
NASDAQ Stock Market
7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference ADAMM
NASDAQ Stock Market
6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference ADAML
NASDAQ Stock Market
7.000% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference ADAMZ
NASDAQ Stock Market
9.125% Senior Notes due 2029
ADAMI
NASDAQ Stock Market
9.125% Senior Notes due 2030
ADAMG
NASDAQ Stock Market
9.875% Senior Notes due 2030
ADAMH
NASDAQ Stock Market
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐ Accelerated Filer ☒ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of the registrant’s common stock, par value $0.01 per share, outstanding on October 24, 2025 was 90,307,776 .
ADAMAS TRUST, INC.
FORM 10-Q
PART I. Financial Information
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024
4
Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024
5
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024
6
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024
7
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024
10
Unaudited Notes to the Condensed Consolidated Financial Statements
12
Note 1. Organization
12
Note 2. Summary of Significant Accounting Policies
13
Note 3 . Investment Securities Available For Sale, at Fair Value
18
Note 4 . Residential Loans and Residential Loans Held for Sale , at Fair Value
20
Note 5 . Multi-family Loans, at Fair Value
24
Note 6 . Equity Investments, at Fair Value
25
Note 7 . Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE)
27
Note 8 . Real Estate, Net
34
Note 9 . Assets and Liabilities of Disposal Group Held for Sale
36
Note 1 0 . Derivative Instruments
38
Note 1 1 . Mortgage Servicing Rights
45
Note 1 2 . Other Assets and Other Liabilities
46
Note 1 3 . Repurchase Agreements and Warehouse Facilities
47
Note 1 4 . Collateralized Debt Obligations
50
Note 1 5 . Debt
52
Note 1 6 . Commitments and Contingencies
56
Note 1 7 . Fair Value of Financial Instruments
57
Note 1 8 . Stockholders' Equity
70
Note 19 . Earnings (Loss) Per Common Share
74
Note 2 0 . Stock Based Compensation
75
Note 2 1 . Income Taxes
79
Note 2 2 . Net Interest Income
81
Note 2 3 . Other Income
82
Note 2 4 . Business Combination
83
Note 2 5 . Segment Reporting
86
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
90
Item 3. Quantitative and Qualitative Disclosures about Market Risk
152
Item 4. Controls and Procedures
158
PART II. OTHER INFORMATION
Item 1A. Risk Factors
159
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
161
Item 5. Other Information
161
Item 6. Exhibits
164
SIGNATURES
168
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
The accompanying notes are an integral part of the condensed consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share data)
September 30, 2025 December 31, 2024
(unaudited)
ASSETS
Investment securities available for sale, at fair value $ 6,838,715 $ 3,828,544
Residential loans, at fair value 4,151,647 3,841,738
Residential loans held for sale, at fair value
105,036 —
Multi-family loans, at fair value 68,647 86,192
Equity investments, at fair value 28,825 113,492
Cash and cash equivalents 185,285 167,422
Real estate, net 601,748 623,407
Assets of disposal group held for sale 1,383 118,613
Goodwill
22,396 —
Other assets 398,180 437,874
Total Assets (1)
$ 12,401,862 $ 9,217,282
LIABILITIES AND EQUITY
Liabilities:
Repurchase agreements and warehouse facilities
$ 6,481,072 $ 4,012,225
Collateralized debt obligations ($ 3,202,295 at fair value and $ 375,164 at amortized cost, net as of September 30, 2025 and $ 2,135,680 at fair value and $ 842,764 at amortized cost, net as of December 31, 2024)
3,577,459 2,978,444
Senior unsecured notes ($ 257,590 at fair value and $ 99,275 at amortized cost, net as of September 30, 2025 and $ 60,310 at fair value and $ 98,886 at amortized cost, net as of December 31, 2024)
356,865 159,196
Subordinated debentures 45,000 45,000
Mortgages payable on real estate, net 362,747 366,606
Liabilities of disposal group held for sale 78 97,065
Other liabilities 173,863 147,612
Total liabilities (1)
10,997,084 7,806,148
Commitments and Contingencies ( See Note 16 )
Redeemable Non-Controlling Interest in Consolidated Variable Interest Entities 13,713 12,359
Stockholders' Equity:
Preferred stock, par value $ 0.01 per share, 31,500,000 shares authorized, 22,385,674 and 22,164,414 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively ($ 559,642 and $ 554,110 aggregate liquidation preference as of September 30, 2025 and December 31, 2024, respectively)
540,472 535,445
Common stock, par value $ 0.01 per share, 200,000,000 shares authorized, 90,307,776 and 90,574,996 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
903 906
Additional paid-in capital 2,279,204 2,289,044
Accumulated other comprehensive loss — —
Accumulated deficit ( 1,429,802 ) ( 1,430,675 )
Company's stockholders' equity 1,390,777 1,394,720
Non-controlling interests 288 4,055
Total equity 1,391,065 1,398,775
Total Liabilities and Equity $ 12,401,862 $ 9,217,282
(1) Our condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs") as the Company is the primary beneficiary of these VIEs. As of September 30, 2025 and December 31, 2024, assets of consolidated VIEs totaled $ 4,478,542 and $ 3,988,584 , respectively, and the liabilities of consolidated VIEs totaled $ 3,981,131 and $ 3,477,211 , respectively. See Note 7 for further discussion.
The accompanying notes are an integral part of the condensed consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
(unaudited)
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2025 2024 2025 2024
NET INTEREST INCOME:
Interest income $ 160,633 $ 108,361 $ 431,268 $ 283,027
Interest expense 124,047 88,124 325,137 225,883
Total net interest income 36,586 20,237 106,131 57,144
NET LOSS FROM REAL ESTATE:
Rental income 16,600 26,382 51,940 90,353
Other real estate income 2,504 5,521 8,457 16,093
Total income from real estate 19,104 31,903 60,397 106,446
Interest expense, mortgages payable on real estate 5,409 12,676 17,298 49,996
Depreciation and amortization 5,936 8,131 17,759 32,942
Other real estate expenses 11,637 18,591 34,466 60,476
Total expenses related to real estate 22,982 39,398 69,523 143,414
Total net loss from real estate ( 3,878 ) ( 7,495 ) ( 9,126 ) ( 36,968 )
OTHER INCOME (LOSS):
Realized losses, net
( 5,610 ) ( 1,380 ) ( 50,481 ) ( 19,404 )
Unrealized gains, net
54,852 96,949 197,670 41,046
(Losses) gains on derivative instruments, net
( 13,006 ) ( 60,640 ) ( 86,774 ) 4,042
Mortgage banking activities, net
14,103 — 14,103 —
(Loss) income from equity investments
( 1,595 ) 6,054 567 10,026
Impairment of real estate
( 1,619 ) ( 7,823 ) ( 9,437 ) ( 48,142 )
Loss on reclassification of disposal group
— — — ( 14,636 )
Other income
1,479 19,715 5,644 16,541
Total other income (loss)
48,604 52,875 71,292 ( 10,527 )
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses
23,349 11,941 47,549 36,643
Portfolio operating expenses 6,747 8,531 21,307 23,672
Loan origination costs
3,788 — 3,788 —
Financing transaction costs
7,941 2,354 14,173 10,452
Total general, administrative and operating expenses
41,825 22,826 86,817 70,767
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES
39,487 42,791 81,480 ( 61,118 )
Income tax (benefit) expense
( 298 ) 2,325 189 2,556
NET INCOME (LOSS)
39,785 40,466 81,291 ( 63,674 )
Net loss attributable to non-controlling interests 5,035 2,383 14,231 33,034
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY
44,820 42,849 95,522 ( 30,640 )
Preferred stock dividends ( 12,118 ) ( 10,439 ) ( 36,021 ) ( 31,317 )
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 32,702 $ 32,410 $ 59,501 $ ( 61,957 )
Basic earnings (loss) per common share
$ 0.36 $ 0.36 $ 0.66 $ ( 0.68 )
Diluted earnings (loss) per common share
$ 0.36 $ 0.36 $ 0.65 $ ( 0.68 )
Weighted average shares outstanding-basic 90,406 90,582 90,437 90,895
Weighted average shares outstanding-diluted 91,614 90,586 91,352 90,895
The accompanying notes are an integral part of the condensed consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollar amounts in thousands)
(unaudited)
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2025 2024 2025 2024
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 32,702 $ 32,410 $ 59,501 $ ( 61,957 )
OTHER COMPREHENSIVE INCOME
Reclassification adjustment for net loss included in net loss
— — — 4
TOTAL OTHER COMPREHENSIVE INCOME
— — — 4
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 32,702 $ 32,410 $ 59,501 $ ( 61,953 )
The accompanying notes are an integral part of the condensed consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollar amounts in thousands)
(unaudited)
For the Three Months Ended
Common
Stock Preferred
Stock Additional
Paid-In
Capital Accumulated Deficit Accumulated
Other
Comprehensive Loss
Total Company's Stockholders' Equity Non-Controlling Interest in Consolidated VIEs Total
Balance, June 30, 2025 $ 903 $ 539,414 $ 2,281,974 $ ( 1,441,088 ) $ — $ 1,381,203 $ 2,670 $ 1,383,873
Net income (loss) ($( 4,241 ) allocated to redeemable non-controlling interest)
— — — 44,820 — 44,820 ( 794 ) 44,026
Preferred stock issuance, net
— 1,058 — — — 1,058 — 1,058
Stock based compensation expense, net
— — 2,439 — — 2,439 — 2,439
Dividends declared on common stock
— — — ( 20,772 ) — ( 20,772 ) — ( 20,772 )
Dividends declared on preferred stock
— — — ( 12,118 ) — ( 12,118 ) — ( 12,118 )
Dividends attributable to dividend equivalents — — — ( 644 ) — ( 644 ) — ( 644 )
Contributions of non-controlling interest in Consolidated VIEs — — — — — — 433 433
Decrease in non-controlling interest related to distributions from Consolidated VIEs — — — — — — ( 2,021 ) ( 2,021 )
Adjustment of redeemable non-controlling interest to estimated redemption value — — ( 5,209 ) — — ( 5,209 ) — ( 5,209 )
Balance, September 30, 2025 $ 903 $ 540,472 $ 2,279,204 $ ( 1,429,802 ) $ — $ 1,390,777 $ 288 $ 1,391,065
Balance, June 30, 2024 $ 906 $ 535,445 $ 2,280,664 $ ( 1,385,105 ) $ — $ 1,431,910 $ 9,753 $ 1,441,663
Net income (loss) ($( 565 ) allocated to redeemable non-controlling interest)
— — — 42,849 — 42,849 ( 1,818 ) 41,031
Stock based compensation expense, net
— — 2,435 — — 2,435 — 2,435
Dividends declared on common stock
— — — ( 18,116 ) — ( 18,116 ) — ( 18,116 )
Dividends declared on preferred stock
— — — ( 10,439 ) — ( 10,439 ) — ( 10,439 )
Dividends attributable to dividend equivalents — — — ( 262 ) — ( 262 ) — ( 262 )
Decrease in non-controlling interest related to de-consolidation of VIEs
— — — — — — ( 24 ) ( 24 )
Decrease in non-controlling interest related to distributions from Consolidated VIEs — — — — — — ( 1,922 ) ( 1,922 )
Adjustment of redeemable non-controlling interest to estimated redemption value — — ( 4,230 ) — — ( 4,230 ) — ( 4,230 )
Balance, September 30, 2024 $ 906 $ 535,445 $ 2,278,869 $ ( 1,371,073 ) $ — $ 1,444,147 $ 5,989 $ 1,450,136
The accompanying notes are an integral part of the condensed consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollar amounts in thousands)
(unaudited)
For the Nine Months Ended
Common
Stock Preferred
Stock Additional
Paid-In
Capital Accumulated Deficit Accumulated
Other
Comprehensive
Loss
Total Company's Stockholders' Equity Non-Controlling Interest in Consolidated VIEs Total
Balance, December 31, 2024 $ 906 $ 535,445 $ 2,289,044 $ ( 1,430,675 ) $ — $ 1,394,720 $ 4,055 $ 1,398,775
Net income (loss) ($( 11,966 ) allocated to redeemable non-controlling interest)
— — — 95,522 — 95,522 ( 2,265 ) 93,257
Preferred stock issuance, net — 5,027 — — — 5,027 — 5,027
Common stock repurchases ( 2 ) — ( 1,500 ) — — ( 1,502 ) — ( 1,502 )
Stock based compensation (benefit) expense, net
( 1 ) — 5,768 — — 5,767 — 5,767
Dividends declared on common stock — — — ( 56,941 ) — ( 56,941 ) — ( 56,941 )
Dividends declared on preferred stock — — — ( 36,021 ) — ( 36,021 ) — ( 36,021 )
Dividends attributable to dividend equivalents — — — ( 1,687 ) — ( 1,687 ) — ( 1,687 )
Contributions of non-controlling interest in Consolidated VIEs — — — — — — 1,028 1,028
Decrease in non-controlling interest related to distributions from Consolidated VIEs — — — — — — ( 2,530 ) ( 2,530 )
Adjustment of redeemable non-controlling interest to estimated redemption value — — ( 14,108 ) — — ( 14,108 ) — ( 14,108 )
Balance, September 30, 2025 $ 903 $ 540,472 $ 2,279,204 $ ( 1,429,802 ) $ — $ 1,390,777 $ 288 $ 1,391,065
The accompanying notes are an integral part of the condensed consolidated financial statements.
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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 ($( 19,543 ) allocated to redeemable non-controlling interest)
— — — ( 30,640 ) — ( 30,640 ) ( 13,491 ) ( 44,131 )
Common stock repurchases ( 6 ) — ( 3,487 ) — — ( 3,493 ) — ( 3,493 )
Stock based compensation expense, net 5 — 3,496 — — 3,501 — 3,501
Dividends declared on common stock — — — ( 54,481 ) — ( 54,481 ) — ( 54,481 )
Dividends declared on preferred stock — — — ( 31,317 ) — ( 31,317 ) — ( 31,317 )
Dividends attributable to dividend equivalents — — — ( 818 ) — ( 818 ) — ( 818 )
Reclassification adjustment for net loss included in net loss
— — — — 4 4 — 4
Increase in non-controlling interest related to de-consolidation of VIEs
— — — — — — 1,502 1,502
Contributions of non-controlling interest in Consolidated VIEs — — — — — — 462 462
Decrease in non-controlling interest related to distributions from Consolidated VIEs
— — — — — — ( 2,937 ) ( 2,937 )
Adjustment of redeemable non-controlling interest to estimated redemption value — — ( 18,221 ) — — ( 18,221 ) — ( 18,221 )
Balance, September 30, 2024 $ 906 $ 535,445 $ 2,278,869 $ ( 1,371,073 ) $ — $ 1,444,147 $ 5,989 $ 1,450,136
The accompanying notes are an integral part of the condensed consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(unaudited)
For the Nine Months Ended
September 30,
2025 2024
Cash Flows from Operating Activities:
Net income (loss)
$ 81,291 $ ( 63,674 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net amortization 13,365 14,673
Depreciation and amortization expense related to operating real estate 17,759 32,942
Realized losses, net
50,481 19,404
Unrealized gains, net
( 197,670 ) ( 41,046 )
Losses (gains) on derivative instruments, net
86,774 ( 4,042 )
Other losses (gains), net
8,379 ( 19,476 )
Gains on residential loans held for sale, net
( 8,592 ) —
Originations of residential loans held for sale
( 235,513 ) —
Proceeds from sales and repayments of residential loans held for sale
217,770 —
Impairment of real estate 9,437 48,142
Loss on reclassification of disposal group
— 14,636
Income from preferred equity, mezzanine loan and equity investments ( 7,435 ) ( 18,110 )
Distributions of income from preferred equity, mezzanine loan and equity investments 25,425 11,889
Stock based compensation expense, net
5,767 3,501
Cash reclassified from assets of disposal group held for sale
1,612 2,632
Changes in operating assets and liabilities 3,109 ( 16,516 )
Net cash provided by (used in) operating activities
71,959 ( 15,045 )
Cash Flows from Investing Activities:
Acquisition of businesses, net of cash and restricted cash acquired ( 16,733 ) —
Proceeds from sales of investment securities 663,336 —
Principal paydowns received on investment securities 392,783 171,415
Purchases of investment securities ( 3,951,844 ) ( 1,535,586 )
Principal repayments received on residential loans 1,102,826 800,761
Proceeds from sales of residential loans 165,116 149,833
Purchases and originations of residential loans
( 1,194,262 ) ( 1,345,122 )
Principal repayments received on preferred equity and mezzanine loan investments 14,000 5,100
Return of capital from equity investments 33,150 5,000
Funding of preferred equity, mezzanine loan and equity investments ( 413 ) ( 1,258 )
Net variation margin paid for derivative instruments
( 104,379 ) ( 17,046 )
Net payments received from derivative instruments 24,305 25,957
Net proceeds from sale of real estate 142,299 113,587
Proceeds from sales of joint venture equity investments in VIEs
500 800
Decrease in cash from de-consolidation of Consolidated VIEs
— ( 2,495 )
Purchases of investments held in Consolidated SLST
( 12,179 ) ( 9,857 )
Capital expenditures on real estate
( 6,887 ) ( 21,194 )
Purchases of other assets ( 674 ) ( 65 )
Net cash used in investing activities
( 2,749,056 ) ( 1,660,170 )
Cash Flows from Financing Activities:
Net proceeds received from repurchase agreements and warehouse facilities
2,331,955 1,135,835
Proceeds from issuance of senior unsecured notes, net
193,505 60,000
Proceeds from issuance of collateralized debt obligations, net
947,788 1,055,392
Repurchases of common stock ( 1,502 ) ( 3,493 )
Proceeds from preferred stock issuance, net
5,027 —
Dividends paid on common stock and dividend equivalents ( 54,714 ) ( 56,829 )
Dividends paid on preferred stock ( 34,323 ) ( 31,299 )
Net distributions to non-controlling interests in Consolidated VIEs
( 2,291 ) ( 7,388 )
Payments made on and extinguishment of collateralized debt obligations ( 586,071 ) ( 398,762 )
Payments made on Consolidated SLST CDOs ( 55,857 ) ( 43,624 )
Net payments made on mortgages payable on real estate
( 97,729 ) ( 33,262 )
Net cash provided by financing activities
2,645,788 1,676,570
The accompanying notes are an integral part of the condensed consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Dollar amounts in thousands)
(unaudited)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash
( 31,309 ) 1,355
Cash, Cash Equivalents and Restricted Cash - Beginning of Period 329,024 330,642
Cash, Cash Equivalents and Restricted Cash - End of Period $ 297,715 $ 331,997
Supplemental Disclosure:
Cash paid for interest $ 322,497 $ 248,939
Cash paid (refunds received) for income taxes
$ 506 $ ( 105 )
Non-Cash Investing Activities:
Non-cash consideration for acquisition of business
$ 36,259 $ —
Consolidation of assets acquired in business combination
$ 188,102 $ —
Consolidation of liabilities assumed in business combination
$ 142,714 $ —
De-consolidation of real estate held in Consolidated VIEs
$ — $ 444,392
De-consolidation of mortgages payable on real estate held in Consolidated VIEs
$ — $ 446,832
Consolidation of residential loans held in Consolidated SLST $ 247,405 $ 285,057
Consolidation of Consolidated SLST CDOs $ 235,226 $ 275,200
Transfer from residential loans to real estate owned $ 41,280 $ 68,229
Transfer from residential loans to real estate, net
$ — $ 2,640
Transfer from residential loans held for sale to residential loans
$ 213,811 $ —
Distribution of mortgage servicing rights from equity investment
$ 3,405 $ —
Non-Cash Financing Activities:
Dividends declared on common stock and dividend equivalents to be paid in subsequent period $ 23,758 $ 20,186
Dividends declared on preferred stock to be paid in subsequent period $ 12,133 $ 10,454
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:
Cash and cash equivalents $ 185,285 $ 195,066
Restricted cash included in other assets 112,430 136,931
Total cash, cash equivalents, and restricted cash $ 297,715 $ 331,997
The accompanying notes are an integral part of the condensed consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(unaudited)
1. Organization
Adamas Trust, Inc., together with its consolidated subsidiaries (“Adamas,” “we,” “our,” or the “Company”), is an internally-managed real estate investment trust (“REIT”) focused on strategically deploying capital across complementary businesses to generate durable earnings and long-term value for stockholders through disciplined portfolio management and an operating platform designed to capture opportunities across real estate and capital markets. Our current investment portfolio includes credit sensitive single-family and multi-family assets, as well as other types of fixed-income investments such as Agency RMBS. Through our wholly-owned subsidiary, Constructive Loans, LLC ("Constructive"), we also originate business purpose loans for residential real estate investors. On September 3, 2025, the Company changed its name from New York Mortgage Trust, Inc. to Adamas Trust, Inc.
The Company conducts its business through the parent company, Adamas Trust, Inc., and several subsidiaries, including taxable REIT subsidiaries (“TRSs”), qualified REIT subsidiaries (“QRSs”) and special purpose subsidiaries established for securitization purposes. The Company consolidates all of its subsidiaries under generally accepted accounting principles in the United States of America (“GAAP”).
The Company is organized and conducts its operations to qualify as a REIT for U.S. federal income tax purposes. As such, the Company will generally not be subject to federal income taxes on that portion of its income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income to its stockholders by the due date of its federal income tax return and complies with various other requirements.
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2. Summary of Significant Accounting Policies
Definitions – The following defines certain of the commonly used terms in these financial statements:
“RMBS” refers to residential mortgage-backed securities backed by adjustable-rate, hybrid adjustable-rate, or fixed-rate residential loans;
“Agency RMBS” refers to RMBS representing interests in or obligations backed by pools of residential loans guaranteed by a government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”), or an agency of the U.S. government, such as the Government National Mortgage Association (“Ginnie Mae”);
“non-Agency RMBS” refers to RMBS that are not guaranteed by any agency of the U.S. Government or GSE;
“IOs” refers collectively to interest only and inverse interest only mortgage-backed securities that represent the right to the interest component of the cash flow from a pool of mortgage loans;
“POs” refers to mortgage-backed securities that represent the right to the principal component of the cash flow from a pool of mortgage loans;
“ARMs” refers to adjustable-rate residential loans;
“Agency ARMs” refers to Agency RMBS comprised of adjustable-rate and hybrid adjustable-rate RMBS;
“Agency fixed-rate RMBS” refers to Agency RMBS comprised of fixed-rate RMBS;
“TBAs” refers to to-be-announced securities;
“ABS” refers to debt and/or equity tranches of securitizations backed by various asset classes including, but not limited to, automobiles, aircraft, credit cards, equipment, franchises, recreational vehicles and student loans;
“CMBS” refers to commercial mortgage-backed securities comprised of commercial mortgage pass-through securities issued by a GSE, as well as PO, IO or mezzanine securities that represent the right to a specific component of the cash flow from a pool of commercial mortgage loans;
“CDO” refers to collateralized debt obligation and includes debt that permanently finances the residential loans held in Consolidated SLST, the Company's residential loans held in securitization trusts and a non-Agency RMBS re-securitization that we consolidate, or consolidated, in our financial statements in accordance with GAAP;
“business purpose loans” refers to (i) short-term loans that are collateralized by residential properties and are made to investors who intend to rehabilitate and sell the residential property for a profit or (ii) loans that finance (or refinance) non-owner occupied residential properties that are rented to one or more tenants;
“Consolidated 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; and
“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.
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Basis of Presentation – The accompanying condensed consolidated balance sheet as of December 31, 2024 has been derived from audited financial statements. The accompanying condensed consolidated balance sheet as of September 30, 2025, the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024, the accompanying condensed consolidated statements of comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024, the accompanying condensed consolidated statements of changes in stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 and the accompanying condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 are unaudited. In our opinion, all adjustments (which include only normal recurring adjustments) necessary to present fairly the Company’s financial position, results of operations and cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with Article 10 of Regulation S-X and the instructions to Form 10-Q. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (“SEC”). Accordingly, significant accounting policies and other disclosures have been omitted since such items are disclosed in Note 2 in the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Provided in this section is a summary of additional accounting policies that are significant to, or newly adopted by, the Company for the three and nine months ended September 30, 2025. The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results for the full year.
The accompanying condensed consolidated financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management has made significant estimates in several areas, including fair valuation of its 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.
Reclassifications – Certain prior period amounts have been reclassified in the accompanying condensed consolidated financial statements to conform to current period presentation.
Principles of Consolidation and Variable Interest Entities – The accompanying condensed consolidated financial statements of the Company include the accounts of all its subsidiaries which are majority-owned, controlled by the Company or a 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. The Company consolidates a VIE in accordance with ASC 810, Consolidation ("ASC 810") when it is the primary beneficiary of such VIE, herein referred to as a Consolidated VIE. As primary beneficiary, the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE. The Company is required to reconsider its evaluation of whether to consolidate a VIE each reporting period, based upon changes in the facts and circumstances pertaining to the VIE.
The Company evaluates the initial consolidation of each Consolidated VIE, which includes a determination of whether the VIE constitutes the definition of a business in accordance with ASC 805, Business Combinations ("ASC 805"), by considering if substantially all of the fair value of the gross assets within the VIE are concentrated in either a single identifiable asset or group of single identifiable assets. Upon consolidation, the Company recognizes the assets acquired, the liabilities assumed, and any third-party ownership of membership interests as non-controlling interest as of the consolidation or acquisition date, measured at their relative fair values ( see Note 7 ). Non-controlling interest in Consolidated VIEs is adjusted prospectively for its share of the allocation of income or loss and equity contributions and distributions from each respective Consolidated VIE. The third-party owners of certain of the non-controlling interests in Consolidated VIEs have the ability to sell their ownership interests to the Company, at their election, subject to certain conditions. The Company has classified these third-party ownership interests as redeemable non-controlling interest in Consolidated VIEs in mezzanine equity on the accompanying condensed consolidated balance sheets.
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Business Combinations – The Company accounts for business combinations by applying the acquisition method in accordance with ASC 805. Transaction costs related to acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and non-controlling interests, if any, in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed and non-controlling interests, if any, in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets and liabilities.
Net cash paid to acquire a business is classified as investing activities on the accompanying condensed consolidated statements of cash flows. Amounts held back from cash consideration, if any, are recorded as liabilities on the accompanying condensed consolidated balance sheets.
On July 15, 2025, the Company, through a wholly owned subsidiary, acquired the outstanding 50 % ownership interests in Constructive that were not previously owned by the Company through the consummation of a membership interest purchase agreement, thereby increasing the Company's ownership of Constructive to 100 % ( see Note 24 ). The transaction was accounted for by applying the acquisition method for business acquisitions under ASC 805.
Goodwill – Goodwill represents the excess of the fair value of consideration transferred in a business combination over the fair values of identifiable assets acquired, liabilities assumed and non-controlling interests, if any, in an acquired entity, net of fair value of any previously held interest in the acquired entity. Goodwill is not amortized but is evaluated for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist, by initially performing a qualitative screen and, if necessary, then comparing fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than the carrying value, an impairment charge for the amount by which carrying amount exceeds the reporting unit’s fair value (in an amount not to exceed the total amount of goodwill allocated to the reporting unit) is recognized.
Intangible Assets – Intangible assets consisting of acquired trade name, acquired customer relationships, acquired technology and acquired in-place leases with estimated useful lives ranging from 5 months to 11 years are included in other assets on the accompanying condensed consolidated balance sheets. Intangible assets with estimable useful lives are amortized on a straight-line basis over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The useful lives of intangible assets are evaluated on an annual basis to determine whether events and circumstances warrant a revision to the remaining useful life.
Derivative Financial Instruments – The Company enters into various types of derivative financial instruments in connection with its risk management activities which are recorded on the accompanying consolidated balance sheets as assets or liabilities at fair value in accordance with ASC 815, Derivatives and Hedging . Changes in fair value are accounted for depending on the use of the derivative financial instruments and whether they qualify for hedge accounting treatment. The Company elected not to apply hedge accounting for its derivative financial instruments; accordingly, all changes in fair value are reported on the accompanying condensed consolidated statements of operations as gains (losses) on derivative instruments, net.
The Company is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Primarily to help mitigate interest rate risk, the Company may enter into interest rate swaps. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate, 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.
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The Company has TBAs that are forward contracts for the purchase (“long position”) or sale (“short position”) of Agency fixed-rate RMBS at a predetermined price, face amount, issuer, coupon, and stated maturity on an agreed-upon future date. The specific Agency RMBS delivered into or received from the contract upon settlement date, published each month by the Securities Industry and Financial Markets Association, are not known at the time of the transaction. The Company may also choose, prior to settlement, to move the settlement of these securities out to a later date by entering into an offsetting short or long position (referred to as a “pair off”), net settling the paired off positions for cash and simultaneously purchasing or selling a similar TBA contract for a later settlement date. This transaction is commonly referred to as a “dollar roll”. The Agency RMBS purchased or sold for a forward settlement date are typically priced at a discount to Agency RMBS for settlement in the current month. This difference, or discount, is referred to as the “price drop”. The price drop represents the economic equivalent of net interest income on the underlying Agency RMBS over the roll period (interest income less implied financing cost) and is commonly referred to as “dollar roll income/(loss)”. Consequently, forward purchases of Agency RMBS and dollar roll transactions represent a form of off-balance sheet financing. The Company accounts for TBAs (whether net long or net short positions, or collectively “TBA dollar roll positions”) as derivative instruments because it cannot assert that it is probable at inception and throughout the term of an individual TBA transaction that its settlement will result in physical delivery of the underlying Agency RMBS, or that the individual TBA transaction will settle in the shortest period possible. Dollar roll income is recognized in gains (losses) on derivative instruments, net on the accompanying condensed consolidated statements of operations.
The Company has U.S. Treasury future contracts that obligate the Company to sell or buy U.S. Treasury securities for future delivery. Additionally, the Company has gold future contracts that obligate the Company to sell or buy a specific quantity of gold at predetermined price 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, U.S. Treasury futures and gold 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 condensed 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 condensed 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.
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Cash flow activity related to derivative instruments is reflected within the operating activities and investing activities sections of the Company's condensed 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 accompanying condensed 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 accompanying condensed consolidated statements of cash flows.
Derivative Financial Instruments – Interest Rate Lock Commitments – Constructive may enter into certain interest rate lock commitments (“IRLCs”) which represent a commitment to a particular interest rate provided the borrower is able to close the respective loan within a specified period. IRLCs are accounted for as derivatives at fair value and changes in fair value are included in Mortgage banking activities, net on the accompanying condensed consolidated statements of operations.
Mortgage Servicing Rights – The Company records MSRs, whether acquired or as a result of the sale of loans Constructive originates with servicing retained, at fair value upon initial recognition. The Company does not 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 Reserves for Origination Activity – Constructive routinely sells business purpose loans to secondary market investors. Under customary representations and warranties clauses in the business purpose loan sale agreements, Constructive may be required to repurchase business purpose loans sold or reimburse the investors for credit losses incurred on those loans if a breach of the contractual representations and warranties occurred. Constructive establishes a loan repurchase reserve liability in an amount equal to management’s estimate of losses on loans for which it could have a repurchase obligation or loss reimbursement. The estimated liability incorporates historical loss experience, identification of delinquencies, economic trends and market conditions and is included in other liabilities on the accompanying condensed consolidated balance sheets. Provisions to the business purpose loan repurchase reserve reduce gains recognized on sales of loans.
Segment Reporting – As of September 30, 2025, the Company operates in two reportable segments: (i) investment portfolio and (ii) Constructive. The accounting policies applied to the segments are the same as those described in Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as updated herein, with the exception of allocations of certain corporate expenses not directly assigned or allocated to one of the Company's two reportable segments.
Summary of Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update ("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"). ASU 2023-09 requires enhanced disclosures in connection with an entity's effective tax rate reconciliation and additional disclosures about income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. The Company expects that the adoption of ASU 2023-09 will result in additional income tax disclosures in its notes to consolidated financial statements.
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3. Investment Securities Available For Sale, at Fair Value
The Company accounts for its investment securities available for sale using the fair value election pursuant to ASC 825, Financial Instruments , where changes in fair value are recorded in unrealized gains (losses), net on the Company's condensed consolidated statements of operations. The Company's investment securities available for sale consisted of the following as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Amortized Cost Unrealized Fair Value Amortized Cost Unrealized Fair Value
Gains Losses Gains Losses
Agency RMBS
Fixed rate
Fannie Mae $ 3,505,119 $ 54,745 $ ( 752 ) $ 3,559,112 $ 1,483,619 $ 7,819 $ ( 7,991 ) $ 1,483,447
Freddie Mac 2,804,052 39,785 ( 380 ) 2,843,457 1,465,419 3,914 ( 13,720 ) 1,455,613
Total Fixed rate
6,309,171 94,530 ( 1,132 ) 6,402,569 2,949,038 11,733 ( 21,711 ) 2,939,060
Adjustable rate
Fannie Mae 88,317 2,981 — 91,298 97,267 265 ( 631 ) 96,901
Freddie Mac 30,875 815 — 31,690 32,852 20 ( 191 ) 32,681
Total Adjustable rate
119,192 3,796 — 122,988 130,119 285 ( 822 ) 129,582
Interest-only
Ginnie Mae
110,459 1,401 ( 12,944 ) 98,916 78,627 843 ( 16,092 ) 63,378
Freddie Mac
4,461 — ( 931 ) 3,530 5,251 — ( 459 ) 4,792
Total Interest-only
114,920 1,401 ( 13,875 ) 102,446 83,878 843 ( 16,551 ) 68,170
Total Agency RMBS 6,543,283 99,727 ( 15,007 ) 6,628,003 3,163,035 12,861 ( 39,084 ) 3,136,812
Non-Agency RMBS
24,085 6,405 ( 2,316 ) 28,174 66,203 6,098 ( 2,614 ) 69,687
U.S. Treasury securities
180,868 2,520 ( 850 ) 182,538 657,659 — ( 35,614 ) 622,045
Total
$ 6,748,236 $ 108,652 $ ( 18,173 ) $ 6,838,715 $ 3,886,897 $ 18,959 $ ( 77,312 ) $ 3,828,544
Accrued interest receivable for investment securities available for sale in the amount of $ 32.2 million and $ 22.4 million as of September 30, 2025 and December 31, 2024, respectively, is included in other assets on the Company's condensed consolidated balance sheets.
For the three and nine months ended September 30, 2025, the Company recognized $ 47.8 million and $ 148.8 million in net unrealized gains on investment securities available for sale, respectively. For the three and nine months ended September 30, 2024, the Company recognized $ 58.3 million and $ 10.4 million in net unrealized gains on investment securities available for sale, 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 condensed consolidated balance sheets with the fair value of securities pledged disclosed in Notes 10 and 13 , respectively.
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Realized Gain and Loss Activity
The Company did not sell investment securities during the three months ended September 30, 2025. The following table summarizes our investment securities sold during the nine months ended September 30, 2025 (dollar amounts in thousands):
For the Nine Months Ended September 30, 2025
Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses)
U.S. Treasury Securities
$ 658,763 $ 3,700 $ ( 30,570 ) $ ( 26,870 )
Non-Agency RMBS
4,573 52 — 52
Total $ 663,336 $ 3,752 $ ( 30,570 ) $ ( 26,818 )
The Company did not sell investment securities during the three and nine months ended September 30, 2024.
The Company recognized write-downs of certain Agency RMBS IOs for a loss of $ 2.5 million for the nine months ended September 30, 2025, which is included in realized losses, net on the accompanying condensed consolidated statements of operations. The Company recognized write-downs of non-Agency RMBS for a loss of $ 0.4 million and $ 0.9 million for the three and nine months ended September 30, 2024, respectively.
Weighted Average Life
Actual maturities of our investment securities available for sale are generally shorter than stated contractual maturities (with contractual maturities up to 38 years), as they are affected by periodic payments and prepayments of principal on the underlying mortgages. As of September 30, 2025 and December 31, 2024, based on management’s estimates, the weighted average life of the Company’s investment securities available for sale portfolio was approximately 6.5 years and 7.4 years, respectively.
The following table sets forth the weighted average lives of our investment securities available for sale as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
Weighted Average Life September 30, 2025 December 31, 2024
0 to 5 years $ 1,630,237 $ 604,459
Over 5 to 10 years 5,054,934 2,923,871
10+ years 153,544 300,214
Total $ 6,838,715 $ 3,828,544
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4. Residential Loans and Residential Loans Held for Sale, at Fair Value
The Company accumulates its residential loan portfolio through acquisitions of performing, re-performing and non-performing residential loans and business purpose loans and originations of business purpose loans. It also 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. The Company also originates business purpose loans for sale to residential real estate investors through Constructive.
Residential loans are presented at fair value on the Company's condensed 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 condensed consolidated statements of operations.
The following tables present t he Company’s residential loans, at fair value, which consist of residential loans held by the Company, Consolidated SLST and other securitization trusts and residential loans held for sale, as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
Residential loans (1)
Consolidated SLST (2)
Residential loans held in securitization trusts (3)
Total Residential loans
Residential loans held for sale (4)
Total
Principal $ 315,228 $ 1,329,199 $ 2,707,733 $ 4,352,160 $ 102,439 $ 4,454,599
Premium / (Discount)
270 ( 62,042 ) ( 28,215 ) ( 89,987 ) — ( 89,987 )
Change in fair value
( 7,076 ) ( 84,558 ) ( 18,892 ) ( 110,526 ) 2,597 ( 107,929 )
Carrying value $ 308,422 $ 1,182,599 $ 2,660,626 $ 4,151,647 $ 105,036 $ 4,256,683
December 31, 2024
Residential loans (1)
Consolidated SLST (2)
Residential loans held in securitization trusts (3)
Total Residential loans
Principal $ 652,642 $ 1,111,633 $ 2,365,060 $ 4,129,335
Discount
( 1,750 ) ( 24,303 ) ( 48,702 ) ( 74,755 )
Change in fair value
( 18,626 ) ( 121,658 ) ( 72,558 ) ( 212,842 )
Carrying value $ 632,266 $ 965,672 $ 2,243,800 $ 3,841,738
(1) Certain of the Company's residential loans, at fair value are pledged as collateral for repurchase agreements as of September 30, 2025 and December 31, 2024 ( see Note 13 ).
(2) The Company has consolidated the underlying seasoned re-performing and non-performing residential loans held in Consolidated SLST and the CDOs issued to permanently finance these residential loans. Consolidated SLST CDOs are included in collateralized debt obligations on the Company's condensed consolidated balance sheets ( see Note 14 ). During the nine months ended September 30, 2025, the Company purchased an additional first loss subordinated security issued from a securitization that it determined to consolidate as Consolidated SLST. As a result, the Company consolidated assets and liabilities of the securitization ( see Note 7).
(3) The Company's residential loans held in securitization trusts are pledged as collateral for CDOs issued by the Company. These CDOs are accounted for as financings and included in collateralized debt obligations on the Company's condensed consolidated balance sheets ( see Note 14 ).
(4) Certain of the Company's residential loans held for sale, at fair value are pledged as collateral for repurchase agreements and warehouse facilities as of September 30, 2025 ( see Note 13 ).
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Residential Loans, at Fair Value
The following tables present the unrealized gains (losses), net attributable to residential loans, at fair value for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended
September 30, 2025 September 30, 2024
Residential loans Consolidated SLST (1)
Residential loans held in securitization trusts Residential loans Consolidated SLST (1)
Residential loans held in securitization trusts
Unrealized gains (losses), net
$ 6,575 $ 7,395 $ 12,958 $ 9,882 $ 28,655 $ 42,283
For the Nine Months Ended
September 30, 2025 September 30, 2024
Residential loans Consolidated SLST (1)
Residential loans held in securitization trusts Residential loans Consolidated SLST (1)
Residential loans held in securitization trusts
Unrealized gains (losses), net
$ 14,552 $ 37,100 $ 45,711 $ 13,934 $ 27,855 $ 32,995
(1) In accordance with the practical expedient in ASC 810, the Company determines the fair value of the residential loans held in Consolidated SLST based on the fair value of the CDOs issued by Consolidated SLST, including investment securities we own, as the fair value of these instruments is more observable ( see Note 17 ). See Note 7 for unrealized gains (losses), net recognized by the Company on its investment in Consolidated SLST, which include unrealized gains (losses) on the residential loans held in Consolidated SLST presented in the table above and unrealized gains (losses) on the CDOs issued by Consolidated SLST.
The Company recognized $ 5.4 million of net realized losses on the payoff of residential loans, at fair value during the three and nine months ended September 30, 2025. The Company recognized $ 0.6 million and $ 2.3 million of net realized gains on the payoff of residential loans, at fair value during the three and nine months ended September 30, 2024, respectively. The Company also recognized $ 7.1 million of net realized gains on the sale of residential loans, at fair value during the three and nine months ended September 30, 2025. The Company recognized $ 4.7 million and $ 1.5 million of net realized gains on the sale of residential loans, at fair value during the three and nine months ended September 30, 2024, respectively.
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The geographic concentrations of credit risk exceeding 5% of the unpaid principal balance of residential loans, at fair value as of September 30, 2025 and December 31, 2024, respectively, are as follows:
September 30, 2025 December 31, 2024
Residential loans Consolidated SLST Residential loans held in securitization trusts Residential loans Consolidated SLST Residential loans held in securitization trusts
California 14.2 % 11.2 % 16.6 % 23.0 % 11.7 % 20.2 %
Florida 10.2 % 8.7 % 10.5 % 10.4 % 9.1 % 12.2 %
New York 7.2 % 10.7 % 6.7 % 6.6 % 10.8 % 6.6 %
New Jersey
7.1 % 6.2 % 6.1 % 8.0 % 6.8 % 5.2 %
Pennsylvania
6.1 % 3.8 % 5.5 % 5.1 % 3.9 % 3.8 %
Ohio
5.9 % 3.4 % 4.0 % 3.6 % 1.6 % 2.0 %
Texas
4.8 % 4.4 % 7.0 % 6.2 % 4.4 % 7.9 %
Illinois
4.1 % 7.4 % 3.3 % 2.2 % 6.3 % 3.1 %
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 September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
Greater than 90 days past due Less than 90 days past due
Fair Value Unpaid Principal Balance Fair Value Unpaid Principal Balance
September 30, 2025 $ 99,764 $ 116,087 $ 938 $ 993
December 31, 2024 159,558 183,067 8,098 8,749
Formal foreclosure proceedings were in process with respect to residential loans with an aggregate fair value of $ 73.7 million and an aggregate unpaid principal balance of $ 88.0 million as of September 30, 2025.
Residential loans held in Consolidated SLST with an aggregate unpaid principal balance of $ 139.4 million and $ 117.1 million were 90 days or more delinquent as of September 30, 2025 and December 31, 2024, respectively. In addition, formal foreclosure proceedings were in process with respect to residential loans held in Consolidated SLST with an aggregate unpaid principal balance of $ 47.5 million as of September 30, 2025.
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Residential Loans Held for Sale, at Fair Value
Residential loans held for sale, at fair value, consist of business purpose loans originated by Constructive and held for sale to secondary market investors as of September 30, 2025. Residential loans held for sale are presented at fair value on the Company's condensed 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 mortgage banking activities, net on the Company’s condensed consolidated statements of operations. Direct loan origination costs and loan origination fee income are immediately recognized through earnings as a result of the fair value option election.
The following table details activity of residential loans held for sale between July 15, 2025 and September 30, 2025 (dollar amounts in thousands):
Principal balance of loans acquired through business combination
$ 142,324
Principal balance of loans originated
382,443
Principal balance of loans sold to third parties
( 213,333 )
Proceeds from repayments
( 137 )
Principal balance of loans transferred from residential loans held for sale to residential loans
( 208,858 )
Principal balance as of September 30, 2025
$ 102,439
The geographic concentrations of credit risk exceeding 5% of the unpaid principal balance of residential loans held for sale, at fair value as of September 30, 2025 are as follows:
September 30, 2025
Ohio
12.5 %
Pennsylvania
12.0 %
New Jersey
10.8 %
Illinois
9.3 %
Tennessee
8.4 %
Mortgage Banking Activities, Net
The following table summarizes the components of mortgage banking activities, net for the three and nine months ended September 30, 2025 (dollar amounts in thousands):
Residential loan origination and other fees
$ 5,511
Gains on residential loans held for sale, net (1)
8,592
Mortgage banking activities, net
$ 14,103
(1) Includes gains on sale and unrealized gains, net of provision for loan repurchases, and gains on interest rate lock commitments. Interest rate lock commitments are accounted for by the Company as derivative instruments ( see Note 10 ).
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5. Multi-family Loans, at Fair Value
The Company's multi-family loans consisting of its preferred equity in, and mezzanine loans to, entities that have multi-family real estate assets are presented at fair value on the Company's condensed 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 condensed consolidated statements of operations. Multi-family loans consist of the following as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Investment amount $ 72,313 $ 90,485
Unrealized losses, net ( 3,666 ) ( 4,293 )
Total, at Fair Value $ 68,647 $ 86,192
For the three and nine months ended September 30, 2025, the Company recognized $ 0.1 million and $ 0.6 million in net unrealized gains on multi-family loans, respectively. For the three and nine months ended September 30, 2024, the Company recognized $ 0.2 million in net unrealized gains and $ 4.6 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 September 30, 2025 and December 31, 2024 (dollar amounts in thousands):
Days Late Fair Value (1)
Unpaid Principal Balance
90 + $ — $ 3,363
(1) 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 September 30, 2025 and December 31, 2024, respectively, are as follows:
September 30, 2025 December 31, 2024
Texas 46.8 % 36.1 %
Florida 15.1 % 11.6 %
Louisiana 11.2 % 8.8 %
North Carolina 7.7 % 6.2 %
Arkansas 7.6 % 10.3 %
Indiana 7.0 % 5.6 %
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6. Equity Investments, at Fair Value
The Company's equity investments consist of, or have consisted of, preferred equity ownership interests in entities that invest in multi-family properties where the risks and payment characteristics are equivalent to an equity investment (or multi-family preferred equity ownership interests), an equity ownership interest in an entity that originates residential loans (or single-family equity ownership interest) 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 condensed consolidated balance sheets as a result of a fair value election.
The following table presents the Company's equity investments as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Investment Name Ownership Interest Fair Value Ownership Interest Fair Value
Multi-Family Preferred Equity Ownership Interests
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 % $ 9,879 58 % $ 9,322
Tides on 27th Investors, LLC 54 % 7,653 54 % 10,245
Rapid City RMI JV LLC
50 % 11,293 50 % 10,637
Lucie at Tradition Holdings, LLC — — 70 % 21,821
EHOF-NYMT Sunset Apartments Preferred, LLC — — 57 % 21,411
Total - Multi-Family Preferred Equity Ownership Interests 28,825 73,436
Joint Venture Equity Investments in Multi-Family Properties
GWR Cedars Partners, LLC (1)
— — 70 % 141
GWR Gateway Partners, LLC (1)
— — 70 % 1,197
Total - Joint Venture Equity Investments in Multi-Family Properties
— 1,338
Single-Family Equity Ownership Interests
Constructive Loans, LLC (2)
— — 50 % 38,718
Total - Single-Family Equity Ownership Interests — 38,718
Total $ 28,825 $ 113,492
(1) The Company's joint venture equity investments in multi-family properties were transferred to assets of disposal group held for sale and subsequently sold during the nine months ended September 30, 2025 ( see Note 9 ).
(2) On July 15, 2025, the Company acquired the outstanding membership interests in Constructive that were not previously owned by the Company ( see Note 24 ) . Prior to July 15, 2025, the Company purchased approximately $ 70.9 million and $ 299.6 million of residential loans from this entity during the three and nine months ended September 30, 2025, respectively, and approximately $ 30.2 million and $ 137.6 million of residential loans from this entity during the three and nine months ended September 30, 2024, respectively. The Company sold approximately $ 18.7 million of residential loans to this entity prior to July 15, 2025, recognizing a realized gain of approximately $ 0.2 million during the nine months ended September 30, 2025.
The Company records its equity in earnings or losses from its multi-family preferred equity ownership interests under the hypothetical liquidation of book value method of accounting due to the structures and the preferences it receives on the distributions from these entities pursuant to the respective agreements. Under this method, the Company recognizes income or loss in each period based on the change in liquidation proceeds it would receive from a hypothetical liquidation of its investment. Pursuant to the fair value election, changes in fair value of the Company's multi-family preferred equity ownership interests are reported in current period earnings.
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The following table presents income from multi-family preferred equity ownership interests for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands). Income from these investments is presented in (loss) income from equity investments in the Company's accompanying condensed consolidated statements of operations. Income from these investments during the three and nine months ended September 30, 2025 includes $ 2.9 million and $ 2.0 million of net unrealized losses, respectively. Income from these investments during the three and nine months ended September 30, 2024 includes $ 4.5 million and $ 5.2 million of net unrealized losses, respectively.
For the Three Months Ended September 30, For the Nine Months Ended September 30,
Investment Name 2025 2024 2025 2024
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) $ 249 $ 438 $ 1,030 $ 693
Tides on 27th Investors, LLC ( 2,765 ) ( 4,111 ) ( 2,422 ) ( 3,436 )
Rapid City RMI JV LLC
412 388 1,225 1,199
Lucie at Tradition Holdings, LLC 462 798 2,176 2,332
EHOF-NYMT Sunset Apartments Preferred, LLC — 627 950 1,999
Syracuse Apartments and Townhomes, LLC — 724 — 2,354
Palms at Cape Coral, LLC — — — 69
Total (Loss) Income - Multi-Family Preferred Equity Ownership Interests
$ ( 1,642 ) $ ( 1,136 ) $ 2,959 $ 5,210
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 (loss) income from equity investments in the Company's accompanying condensed consolidated statements of operations. The following table presents income (loss) from these investments for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
Investment Name 2025 2024 2025 2024
Single-Family Equity Ownership Interests (1)
Constructive Loans, LLC
$ 47 $ 7,611 $ ( 1,554 ) $ 9,301
Total Income (Loss) - Single-Family Equity Ownership Interests
$ 47 $ 7,611 $ ( 1,554 ) $ 9,301
Joint Venture Equity Investments in Multi-Family Properties (2)
GWR Cedars Partners, LLC $ — $ ( 112 ) $ 39 $ ( 1,741 )
GWR Gateway Partners, LLC — ( 309 ) ( 877 ) ( 2,744 )
Total Loss - Joint Venture Equity Investments in Multi-Family Properties
$ — $ ( 421 ) $ ( 838 ) $ ( 4,485 )
(1) Includes net unrealized losses of $ 4.4 million recognized prior to the Company's acquisition of the outstanding membership interests in Constructive on July 15, 2025 ( see Note 24 ) and included in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2025. Includes net unrealized gains of $ 3.9 million and $ 2.0 million for the three and nine months ended September 30, 2024, respectively.
(2) Includes net realized losses of $ 0.8 million for the nine months ended September 30, 2025, and includes net unrealized losses of $ 0.4 million and $ 4.5 million for the three and nine months ended September 30, 2024, respectively.
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7. Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE)
Financing VIEs
The Company uses SPEs to facilitate transactions that involve securitizing financial assets or re-securitizing previously securitized financial assets. The objective of such transactions may include obtaining non-recourse financing, obtaining liquidity or refinancing the underlying securitized financial assets on improved terms. Securitization involves transferring assets to an SPE to convert all or a portion of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt or equity instruments. Investors in an SPE usually have recourse only to the assets in the SPE and depending on the overall structure of the transaction, may benefit from various forms of credit enhancement, such as over-collateralization in the form of excess assets in the SPE, priority with respect to receipt of cash flows relative to holders of other debt or equity instruments issued by the SPE, or a line of credit or other form of liquidity agreement that is designed with the objective of ensuring that investors receive principal and/or interest cash flow on the investment in accordance with the terms of their investment agreement.
The Company has entered into financing transactions, including residential loan securitizations and re-securitizations, which required the Company to analyze and determine whether the SPEs that were created to facilitate the transactions are VIEs in accordance with ASC 810 and if so, whether the Company is the primary beneficiary requiring consolidation.
During the three and nine months ended September 30, 2025, the Company completed two and four securitizations of certain residential loans for which the Company received net proceeds of approximately $ 619.2 million and $ 945.5 million, respectively, 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 condensed consolidated balance sheets.
During the three and nine months ended September 30, 2025, the Company exercised its right to an optional redemption of two and three of its residential loan securitizations with outstanding principal balances of approximately $ 370.2 million and $ 424.6 million, respectively, at the time of redemption and returned the assets held by the trust to the Company, recognizing no gain or loss on the extinguishment of the 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), which the Company refers to 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.
As of September 30, 2025 and 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”). Accordingly, the Company consolidated the then-outstanding Financing VIEs as of September 30, 2025 and December 31, 2024, respectively.
Consolidated SLST
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 condensed consolidated financial statements ( see Notes 2, 4 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 condensed consolidated statements of operations. Consolidated SLST is comprised of three and two securitization trusts as of September 30, 2025 and December 31, 2024, respectively.
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During the nine months ended September 30, 2025 and 2024, the Company invested in subordinated securities issued by Freddie Mac-sponsored residential loan securitizations, resulting in the initial consolidation of the VIEs as shown below (dollar amounts in thousands):
For the Nine Months Ended September 30,
2025 2024
Residential loans, at fair value
$ 247,405 $ 285,057
Collateralized debt obligations, at fair value
( 235,226 ) ( 275,200 )
Net investment
$ 12,179 $ 9,857
As of September 30, 2025 and December 31, 2024, the Consolidated SLST securities owned by the Company had a fair value of $ 158.8 million and $ 148.5 million, respectively ( see Note 17 ). The Company remains economically exposed to the subordinated positions in the portion of Consolidated SLST transferred to the non-Agency RMBS re-securitization and continues to consolidate Consolidated SLST.
Consolidated Real Estate VIEs
The Company owns joint venture equity investments in entities that own multi-family apartment communities, which the Company determined to be VIEs and for which the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities, income and expenses of these VIEs in the accompanying condensed consolidated financial statements with non-controlling interests or redeemable non-controlling interests for the third-party ownership of the joint ventures' membership interests.
During the three and nine months ended September 30, 2024, the Company sold its ownership interests in four and six joint venture equity investments that owned multi-family properties, respectively, which resulted in the de-consolidation of the respective joint venture entities' assets and liabilities ( see Note 9 ) .
The Company is also the primary beneficiary of a VIE that owns a multi-family apartment community and in which the Company holds a preferred equity investment. The Company determined that it has the power to direct the activities of the VIE and consolidates this VIE into its condensed consolidated financial statements.
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.
In analyzing whether the Company is the primary beneficiary of the Financing VIEs, Consolidated SLST and Consolidated Real Estate VIEs, the Company considered its involvement in each of the VIEs, including the design and purpose of each VIE, and whether its involvement reflected a controlling financial interest that resulted in the Company being deemed the primary beneficiary of the VIEs. In determining whether the Company would be considered the primary beneficiary, the following factors were assessed:
• whether the Company has both the power to direct the activities that most significantly impact the economic performance of the VIE; and
• whether the Company has a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE.
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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 September 30, 2025 (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation.
Other VIEs
Financing VIEs
Consolidated SLST Consolidated Real Estate Total
Cash and cash equivalents $ — $ — $ 3,147 $ 3,147
Residential loans, at fair value 2,660,626 1,182,599 — 3,843,225
Real estate, net held in Consolidated VIEs (1)
— — 469,764 469,764
Assets of disposal group held for sale (2)
— — 1,383 1,383
Other assets 140,124 4,648 16,251 161,023
Total assets $ 2,800,750 $ 1,187,247 $ 490,545 $ 4,478,542
Collateralized debt obligations ($ 3,202,295 at fair value and $ 375,164 at amortized cost, net)
$ 2,560,507 $ 1,016,952 $ — $ 3,577,459
Mortgages payable on real estate, net in Consolidated VIEs (3)
— — 362,747 362,747
Liabilities of disposal group held for sale (2)
— — 78 78
Other liabilities 20,157 10,127 10,563 40,847
Total liabilities $ 2,580,664 $ 1,027,079 $ 373,388 $ 3,981,131
Redeemable non-controlling interest in Consolidated VIEs (4)
$ — $ — $ 13,713 $ 13,713
Non-controlling interest in Consolidated VIEs (5)
$ — $ — $ 163 $ 163
Net investment (6)
$ 220,086 $ 160,168 $ 103,281 $ 483,535
(1) Included in real estate, net in the accompanying condensed consolidated balance sheets.
(2) Represents assets and liabilities, respectively, of certain Consolidated Real Estate VIEs included in disposal group held for sale ( see Note 9 ).
(3) Included in mortgages payable on real estate, net in the accompanying condensed consolidated balance sheets.
(4) Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below.
(5) Represents third-party ownership of membership interests in Consolidated Real Estate VIEs.
(6) The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between the carrying value of total assets and total liabilities held by VIEs, less non-controlling interests, if any.
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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, 2024 (dollar amounts in thousands). Intercompany balances have been eliminated for purposes of this presentation.
Other VIEs
Financing VIEs Consolidated SLST Consolidated Real Estate Total
Cash and cash equivalents $ — $ — $ 4,151 $ 4,151
Residential loans, at fair value 2,243,800 965,672 — 3,209,472
Real estate, net held in Consolidated VIEs (1)
— — 481,161 481,161
Assets of disposal group held for sale (2)
— — 118,613 118,613
Other assets 154,426 4,065 16,696 175,187
Total assets $ 2,398,226 $ 969,737 $ 620,621 $ 3,988,584
Collateralized debt obligations ($ 2,135,680 at fair value and $ 842,764 at amortized cost, net)
$ 2,166,853 $ 811,591 $ — $ 2,978,444
Mortgages payable on real estate, net in Consolidated VIEs (3)
— — 366,606 366,606
Liabilities of disposal group held for sale (2)
— — 97,065 97,065
Other liabilities 16,162 8,313 10,621 35,096
Total liabilities $ 2,183,015 $ 819,904 $ 474,292 $ 3,477,211
Redeemable non-controlling interest in Consolidated VIEs (4)
$ — $ — $ 12,359 $ 12,359
Non-controlling interest in Consolidated VIEs (5)
$ — $ — $ 3,930 $ 3,930
Net investment (6)
$ 215,211 $ 149,833 $ 130,040 $ 495,084
(1) Included in real estate, net in the accompanying condensed consolidated balance sheets.
(2) Represents assets and liabilities, respectively, of certain Consolidated Real Estate VIEs included in disposal group held for sale ( see Note 9 ).
(3) Included in mortgages payable on real estate, net in the accompanying condensed consolidated balance sheets.
(4) Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below.
(5) Represents third-party ownership of membership interests in Consolidated Real Estate VIEs.
(6) The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between the carrying value of total assets and total liabilities held by VIEs, less non-controlling interests, if any.
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The following tables present condensed statements of operations for non-Company-sponsored VIEs for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands). The following tables include net (loss) income from assets and liabilities of disposal group held for sale and intercompany balances have been eliminated for purposes of this presentation.
For the Three Months Ended September 30,
2025 2024
Consolidated SLST Consolidated Real Estate Total Consolidated SLST Consolidated Real Estate Total
Interest income $ 14,306 $ — $ 14,306 $ 11,002 $ — $ 11,002
Interest expense 11,199 — 11,199 7,375 — 7,375
Total net interest income 3,107 — 3,107 3,627 — 3,627
Income from real estate — 17,123 17,123 — 29,096 29,096
Expenses related to real estate — 19,943 19,943 — 36,024 36,024
Total net loss from real estate — ( 2,820 ) ( 2,820 ) — ( 6,928 ) ( 6,928 )
Unrealized gains, net
2,440 — 2,440 6,753 — 6,753
Gains (losses) on derivative instruments, net
— 8 8 — ( 179 ) ( 179 )
Impairment of real estate
— — — — ( 8,402 ) ( 8,402 )
Other income
— 138 138 — 16,266 16,266
Total other income (loss)
2,440 146 2,586 6,753 7,685 14,438
Net income (loss)
5,547 ( 2,674 ) 2,873 10,380 757 11,137
Net loss attributable to non-controlling interest in Consolidated VIEs — 5,035 5,035 — 2,383 2,383
Net income attributable to Company
$ 5,547 $ 2,361 $ 7,908 $ 10,380 $ 3,140 $ 13,520
For the Nine Months Ended September 30,
2025 2024
Consolidated SLST Consolidated Real Estate Total Consolidated SLST Consolidated Real Estate Total
Interest income $ 36,936 $ — $ 36,936 $ 28,284 $ — $ 28,284
Interest expense 26,592 — 26,592 19,928 — 19,928
Total net interest income 10,344 — 10,344 8,356 — 8,356
Income from real estate — 53,999 53,999 — 97,725 97,725
Expenses related to real estate — 60,631 60,631 — 134,667 134,667
Total net loss from real estate — ( 6,632 ) ( 6,632 ) — ( 36,942 ) ( 36,942 )
Unrealized gains, net
11,225 — 11,225 7,259 — 7,259
Gains on derivative instruments, net
— 54 54 — 2,668 2,668
Impairment of real estate
— ( 7,180 ) ( 7,180 ) — ( 44,173 ) ( 44,173 )
Loss on reclassification of disposal group
— — — — ( 14,636 ) ( 14,636 )
Other income
— 141 141 — 16,272 16,272
Total other income (loss)
11,225 ( 6,985 ) 4,240 7,259 ( 39,869 ) ( 32,610 )
Net income (loss)
21,569 ( 13,617 ) 7,952 15,615 ( 76,811 ) ( 61,196 )
Net loss attributable to non-controlling interest in Consolidated VIEs — 14,231 14,231 — 33,034 33,034
Net income (loss) attributable to Company
$ 21,569 $ 614 $ 22,183 $ 15,615 $ ( 43,777 ) $ ( 28,162 )
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Redeemable Non-Controlling Interest in Consolidated VIEs
The third-party owners of certain of the non-controlling interests in Consolidated VIEs have the ability to sell their ownership interests to the Company, at their election. The Company has classified these third-party ownership interests as redeemable non-controlling interests in Consolidated VIEs in mezzanine equity on the accompanying condensed consolidated balance sheets. The holders of the redeemable non-controlling interests may elect to sell their ownership interests to the Company at fair value once a year and the sales are subject to annual minimum and maximum amount limitations.
The following table presents activity in redeemable non-controlling interest in Consolidated VIEs for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Beginning balance $ 12,782 $ 23,088 $ 12,359 $ 28,061
Contributions — 7 — 46
Distributions ( 37 ) ( 4,934 ) ( 788 ) ( 4,959 )
Net loss attributable to redeemable non-controlling interest in Consolidated VIEs ( 4,241 ) ( 565 ) ( 11,966 ) ( 19,543 )
Adjustment of redeemable non-controlling interest to estimated redemption value (1)
5,209 4,230 14,108 18,221
Ending balance $ 13,713 $ 21,826 $ 13,713 $ 21,826
(1) The Company determines the fair value of the redeemable non-controlling interest utilizing market assumptions and discounted cash flows. The Company applies a discount rate to the estimated future cash flows from the multi-family apartment properties held by the applicable Consolidated VIEs that are allocatable to the redeemable non-controlling interest. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 in the fair value hierarchy. Significant unobservable inputs utilized in the estimation of fair value of redeemable non-controlling interest as of September 30, 2025 include a weighted average capitalization rate of 5.6 % (ranges from 5.0 % to 6.5 %) and a weighted average discount rate of 14.7 % (ranges from 13.6 % to 15.6 %).
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Unconsolidated VIEs
As of September 30, 2025 and December 31, 2024, 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 September 30, 2025 and December 31, 2024, it does not have a controlling financial interest and is not the primary beneficiary of these VIEs. The following tables present the classification and carrying value of unconsolidated VIEs as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
Multi-family loans Investment
securities
available for
sale, at fair value Equity investments Other assets
Total
Non-Agency RMBS $ — $ 22,513 $ — $ — $ 22,513
Preferred equity investments in multi-family properties
68,647 — 28,825 — 97,472
Other investments — — — 2,000 2,000
Maximum exposure $ 68,647 $ 22,513 $ 28,825 $ 2,000 $ 121,985
December 31, 2024
Multi-family loans Investment
securities
available for
sale, at fair value Equity investments Other assets
Total
Non-Agency RMBS $ — $ 22,892 $ — $ — $ 22,892
Preferred equity investments in multi-family properties
86,192 — 73,436 — 159,628
Joint venture equity investments in multi-family properties
— — 1,338 — 1,338
Other investments
— — — 2,000 2,000
Maximum exposure $ 86,192 $ 22,892 $ 74,774 $ 2,000 $ 185,858
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8. Real Estate, Net
The following is a summary of real estate, net, collectively, as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Land $ 77,899 $ 80,190
Building and improvements 573,542 581,283
Furniture, fixture and equipment 18,303 16,866
Operating real estate
$ 669,744 $ 678,339
Accumulated depreciation ( 78,523 ) ( 61,834 )
Operating real estate, net $ 591,221 $ 616,505
Real estate held for sale, net (1)
$ 10,527 $ 6,902
Real estate, net (2)
$ 601,748 $ 623,407
(1) Real estate held for sale, net includes certain single-family rental properties and is recorded at the lower of the net carrying amount of the assets or the estimated fair value, net of selling costs.
(2) The Company repositioned 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 was included in assets of disposal group held for sale on the accompanying condensed consolidated balance sheets as of December 31, 2024. See Note 9 for additional information.
Multi-family Apartment Properties
As of September 30, 2025 and December 31, 2024, 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. Also as of September 30, 2025 and December 31, 2024, the Company owned a preferred equity investment in an entity that owns a multi-family apartment community, which the Company determined to be a VIE and for which the Company is the primary beneficiary. Accordingly, the Company consolidated the joint venture entities and the entity in which it holds a preferred equity investment into its condensed consolidated financial statements ( see Note 7 ). During the nine months ended September 30, 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.
During the three months ended September 30, 2024, an entity in which the Company holds a joint venture equity investment that is not in disposal group held for sale sold one of its multi-family apartment communities for approximately $ 43.5 million, subject to certain prorations and adjustments typical in such real estate transactions, including the assumption of the related mortgage payable in the amount of approximately $ 24.1 million. The sale generated a net gain of approximately $ 6.6 million and accelerated amortization of remaining loan costs of approximately $ 0.1 million, both of which are included in other income on the accompanying condensed consolidated statements of operations. The sale also generated net income attributable to non-controlling interest of approximately $ 5.0 million, resulting in a net gain attributable to the Company's common stockholders of approximately $ 1.5 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. As of September 30, 2025, the Company determined that no multi-family properties owned by joint venture equity investments were impaired. As of September 30, 2024, the Company determined that two multi-family properties owned by joint venture equity investments were impaired. The calculation of impairment amounts for multi-family 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 $ 4.6 million and $ 18.4 million impairment of real estate in the three and nine months ended September 30, 2024, respectively.
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Single-family Rental Properties
As of September 30, 2025 and December 31, 2024, the Company owned single-family rental homes. These units are leased to individual tenants for the production of rental income and are generally leased at a fixed monthly rate with no option for the lessee to purchase the leased unit at any point.
During the nine months ended September 30, 2025, 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 losses upon transfer of $ 1.4 million and $ 1.6 million during the three and nine months ended September 30, 2025, respectively, which are included in impairment of real estate on the accompanying condensed consolidated statements of operations.
During the nine months ended September 30, 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 loss upon transfer of $ 4.0 million during the nine months ended September 30, 2024.
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 three and nine months ended September 30, 2025, the Company recognized $ 1.6 million and $ 2.3 million of net impairment losses on single-family rental properties, inclusive of losses recognized upon transfer to real estate held for sale, respectively. During the three and nine months ended September 30, 2024, the Company recognized a $ 0.6 million net recovery of impairment and $ 4.0 million of net impairment losses on single-family rental properties, inclusive of losses recognized upon transfer to real estate held for sale, respectively.
During the three and nine months ended September 30, 2025, the Company sold single-family rental properties for proceeds of approximately $ 2.2 million and $ 5.1 million, respectively, recognizing a net loss on sale of approximately $ 0.5 million and $ 0.6 million, respectively, which is included in other income (loss) on the accompanying condensed consolidated statements of operations. During the three and nine months ended September 30, 2024, the Company sold single-family rental properties for proceeds of approximately $ 2.7 million and $ 4.5 million, respectively, recognizing net losses on sale of approximately $ 0.1 million and net gains on sale of approximately $ 0.2 million, respectively.
Lease Intangibles
Intangibles related to multi-family properties consist of the value of in-place leases and are included in other assets on the accompanying condensed consolidated balance sheets. Lease intangibles were fully amortized as of September 30, 2025 and December 31, 2024.
The Company repositioned 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 were included in assets of disposal group held for sale on the accompanying condensed consolidated balance sheets as of December 31, 2024. See Note 9 for additional information.
Depreciation and Amortization Expense
The following table presents depreciation and amortization expenses for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Depreciation expense on operating real estate $ 5,936 $ 8,131 $ 17,759 $ 30,564
Amortization of lease intangibles related to operating real estate — — — 2,378
Total depreciation and amortization
$ 5,936 $ 8,131 $ 17,759 $ 32,942
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9. Assets and Liabilities of Disposal Group Held for Sale
The Company repositioned 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 the assets and liabilities of the respective Consolidated VIEs are included in assets and liabilities of disposal group held for sale on the accompanying condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024.
In March 2024, the Company suspended the marketing of one 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 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.
In June 2024, in response to productive negotiations with operating partners and increased transactional activity, the Company determined that five 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 condensed consolidated balance sheets as of June 30, 2024. As a result, the Company recognized a loss of $ 1.8 million included in impairment of real estate in the accompanying condensed consolidated statements of operations during the three months ended June 30, 2024.
During the three and nine months ended September 30, 2024, the Company sold its ownership interests in four and six joint venture equity investments that owned multi-family properties, respectively, which resulted in the de-consolidation of the respective joint venture entities' assets and liabilities and a gain on de-consolidation of approximately $ 3.4 million and $ 3.7 million, respectively, which is included in other income in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2024.
During the three months ended September 30, 2024, one of the entities in which the Company held a joint venture equity investment that was 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 condensed 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.
In September 2024, in response to productive negotiations with operating partners and increased transactional activity, the Company determined that two 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 condensed consolidated balance sheets. As a result, the Company recognized a loss of $ 2.0 million, which is included in impairment of real estate in the accompanying condensed consolidated statements of operations for the three months ended September 30, 2024.
In June 2025, in response to productive negotiations with operating partners, the Company determined that two joint venture equity investments accounted for as equity investments met the criteria to be classified as held for sale and transferred its equity investments in the joint venture entities to disposal group held for sale on the accompanying condensed consolidated balance sheets as of June 30, 2025. As these investments were carried at fair value, the Company recognized no gain or loss on the transfer. The Company sold its ownership interests in the joint venture equity investments during the three months ended September 30, 2025, resulting in no gain or loss.
During the three months ended September 30, 2025, two of the entities in which the Company held joint venture equity investments that were in disposal group held for sale sold their multi-family apartment communities for approximately $ 108.6 million, subject to certain prorations and adjustments typical in such real estate transactions, and repaid the related mortgages payable in the amount of approximately $ 89.6 million. The sales generated net gains of approximately $ 0.6 million and losses on extinguishment of debt of approximately $ 0.4 million, both of which are included in other income on the accompanying condensed consolidated statements of operations. The sales also generated net income attributable to non-controlling interest of approximately $ 13.5 thousand, resulting in net gain attributable to the Company's common stockholders of approximately $ 0.1 million.
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The Company completed its disposition of the real property held by its joint venture equity investments in multi-family properties during the three months ended September 30, 2025. Accordingly, assets and liabilities of disposal group held for sale as of September 30, 2025 consisted of assets and liabilities held by the respective Consolidated VIEs for the conclusion of business operations after the aforementioned real property sales. The following table presents the carrying values of the major classes of assets and liabilities of disposal group held for sale as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Cash and cash equivalents (1)
$ 849 $ 2,461
Real estate, net (1)
— 111,032
Other assets (1)
534 5,120
Total assets of disposal group held for sale
$ 1,383 $ 118,613
Mortgages payable on real estate, net (2)
$ — $ 93,370
Other liabilities 78 3,695
Total liabilities of disposal group held for sale (1)
$ 78 $ 97,065
(1) Certain assets and liabilities of the disposal group held for sale are in Consolidated VIEs because the Company is the primary beneficiary.
(2) During the nine months ended September 30, 2024, two entities in which the Company held joint venture equity investments entered into debt restructuring agreements with the respective senior lenders for their mortgages payable. As part of the agreements, portions of interest payments were deferred until the maturity date. The restructurings did not result in a change in the carrying amount of the mortgage payables 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 related mortgages payable 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 $ 0.6 million and $ 2.0 million as of September 30, 2025 and December 31, 2024, respectively.
Real estate, net included in assets of disposal group held for sale was 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 either negotiated sale prices less anticipated selling costs or a discounted cash flow analysis using property financial information and assumptions regarding market rent, revenue and expense growth, capitalization rates and equity return rates. During the nine months ended September 30, 2025, the Company recognized net impairment losses of $ 7.2 million for real estate, net in the disposal group held for sale. During the three and nine months ended September 30, 2024, the Company recognized net impairment losses of $ 3.8 million and $ 25.8 million, inclusive of losses recognized upon transfer into disposal group held for sale, for real estate, net in the disposal group held for sale, respectively. See Note 17 for descriptions of valuation methodologies utilized for financial instruments included in assets and liabilities of disposal group held for sale.
The following table presents the pretax losses of the disposal group held for sale as of September 30, 2025 for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Pretax income (loss) of disposal group held for sale
$ 155 $ ( 1,588 ) $ ( 6,886 ) $ ( 62,120 )
Pretax (income) loss of disposal group attributable to non-controlling interest in Consolidated VIEs
( 80 ) 273 479 6,411
Pretax income (loss) of disposal group attributable to Company's common stockholders
$ 75 $ ( 1,315 ) $ ( 6,407 ) $ ( 55,709 )
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10. 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, TBAs, 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 purchase options on U.S. Treasury futures or invest in other types of mortgage derivative securities. Additionally, Constructive may enter into IRLCs related to the origination of business purpose loans. The Company elected not to apply hedge accounting for its derivative instruments.
The following table summarizes the Company's derivative instruments as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
Fair Value
Type of Derivative Instrument Consolidated Balance Sheet Location September 30, 2025 December 31, 2024
Interest rate caps
Other assets $ 150 $ 56
Options Other assets 79 —
IRLCs
Other assets 2,383 —
Interest rate swaps Other assets — —
Futures
Other assets — —
Total derivative assets (1)
$ 2,612 $ 56
Futures
Other liabilities $ — $ —
TBAs
Other liabilities ( 121 ) —
Credit default swaps
Other liabilities — —
Interest rate swaps Other liabilities — —
Total derivative liabilities
$ ( 121 ) $ —
(1) Excludes interest rate cap contracts held by certain Consolidated Real Estate VIEs included in other assets in disposal group held for sale as of December 31, 2024 ( see Note 9 ).
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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 condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
Gross Amount of Recognized Assets (Liabilities) Gross Amounts Offset in Balance Sheets Variation Margin Net Amounts of Assets (Liabilities) Presented in Balance Sheets
Derivative assets
Interest rate caps $ 150 $ — $ — $ 150
Options 79 — — 79
IRLCs
2,383 — — 2,383
Interest rate swaps 3,402 ( 3,402 ) — —
Futures
3,494 ( 139 ) ( 3,355 ) —
Total derivative assets $ 9,508 $ ( 3,541 ) $ ( 3,355 ) $ 2,612
Derivative liabilities
Credit default swaps
$ ( 10,268 ) $ — $ 10,268 $ —
TBAs
( 121 ) — — ( 121 )
Interest rate swaps ( 56,064 ) 3,402 52,662 —
Futures
( 4,704 ) 139 4,565 —
Total derivative liabilities $ ( 71,157 ) $ 3,541 $ 67,495 $ ( 121 )
December 31, 2024
Gross Amount of Recognized Assets (Liabilities) Gross Amounts Offset in Balance Sheets Variation Margin Net Amounts of Assets (Liabilities) Presented in Balance Sheets
Derivative assets
Interest rate caps $ 56 $ — $ — $ 56
Interest rate swaps 63,942 ( 10,134 ) ( 53,808 ) —
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 — —
Futures
( 658 ) 658 — —
Total derivative liabilities $ ( 19,912 ) $ 10,792 $ 9,120 $ —
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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, credit default swaps and futures determined by the respective central clearing houses, 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 September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
Initial Margin Collateral
Consolidated Balance Sheet Location
September 30, 2025 December 31, 2024
Agency RMBS
Investment securities available for sale, at fair value
$ 68,231 $ 33,399
Restricted cash
Other assets
69,016 68,253
Total initial margin collateral
$ 137,247 $ 101,652
Margin excess related to settlement of variation margin in the amount of approximately $ 11.5 million and $ 11.1 million as of September 30, 2025 and December 31, 2024, respectively, is included in other assets on the accompanying condensed consolidated balance sheets. Margin deficit related to settlement of variation margin in the amount of approximately $ 13.3 million and $ 8.1 million as of September 30, 2025 and December 31, 2024, respectively, is included in other liabilities on the accompanying condensed consolidated balance sheets.
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The tables below summarize the notional activity of derivative instruments for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
Notional Amount For the Three Months Ended September 30, 2025
Type of Derivative Instrument June 30, 2025 Additions Terminations/Pair-Offs
September 30, 2025
Interest rate caps $ 45,142 $ — $ — $ 45,142
Options — 349 ( 185 ) 164
TBAs
10,000 130,000 ( 110,000 ) 30,000
Interest rate swaps 4,867,217 1,117,681 ( 1,205,090 ) 4,779,808
Credit default swaps
475,000 — — 475,000
Futures
247,500 1,051,727 ( 673,500 ) 625,727
Notional Amount For the Three Months Ended September 30, 2024
Type of Derivative Instrument June 30, 2024 Additions
Terminations
September 30, 2024
Interest rate caps $ 263,142 $ — $ — $ 263,142
Options 80 — ( 80 ) —
Interest rate swaps 2,972,030 881,235 ( 550,952 ) 3,302,313
Credit default swaps
400,000 — — 400,000
Futures
67,000 — ( 67,000 ) —
Notional Amount For the Nine Months Ended September 30, 2025
Type of Derivative Instrument December 31, 2024 Additions
Terminations/Pair-Offs
September 30, 2025
Interest rate caps $ 45,142 $ 45,142 $ ( 45,142 ) $ 45,142
Options — 601 ( 437 ) 164
TBAs
— 150,000 ( 120,000 ) 30,000
Interest rate swaps 4,134,267 3,373,016 ( 2,727,475 ) 4,779,808
Credit default swaps
400,000 75,000 — 475,000
Futures
406,100 1,521,127 ( 1,301,500 ) 625,727
Notional Amount For the Nine Months Ended September 30, 2024
Type of Derivative Instrument December 31, 2023 Additions/Transfers In (1)
Terminations/Transfers Out (1)
September 30, 2024
Interest rate caps $ 550,025 $ 177,044 $ ( 463,927 ) $ 263,142
Options — 382 ( 382 ) —
Interest rate swaps 2,778,015 1,974,659 ( 1,450,361 ) 3,302,313
Credit default swaps
— 400,000 — 400,000
Futures
— 498,950 ( 498,950 ) —
(1) Includes transfers from or transfers to disposal group held for sale with respect to interest rate caps held in certain Consolidated Real Estate VIEs ( see Note 9 ).
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The following table presents the components of realized gains (losses), net and unrealized gains (losses), net related to derivative instruments, which are included in (losses) gains on derivative instruments, net in the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Type of Derivative Instrument Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses)
Interest rate caps (1)
$ — $ 9 $ — $ ( 209 ) $ — $ 54 $ — $ 3,044
Options ( 517 ) ( 408 ) ( 772 ) ( 7 ) 2,125 ( 408 ) ( 2,261 ) —
IRLCs
— ( 1,940 ) — — — ( 1,940 ) — —
TBAs
484 ( 226 ) — — 480 ( 121 ) — —
Interest rate swaps 1,804 ( 5,868 ) ( 835 ) ( 55,611 ) 33,219 ( 106,470 ) 16,591 ( 7,760 )
Credit default swaps
( 1,240 ) 210 ( 1,022 ) ( 720 ) ( 3,454 ) ( 542 ) ( 3,056 ) ( 1,023 )
Futures
( 10,145 ) 4,831 ( 1,729 ) 265 ( 8,213 ) ( 1,504 ) ( 1,493 ) —
Total $ ( 9,614 ) $ ( 3,392 ) $ ( 4,358 ) $ ( 56,282 ) $ 24,157 $ ( 110,931 ) $ 9,781 $ ( 5,739 )
(1) Includes interest rate caps held by certain Consolidated Real Estate VIEs included in other assets in disposal group held for sale ( see Note 9 ).
The following tables present information about an interest rate cap contract related to a variable-rate mortgage payable on real estate that is not included in disposal group held for sale as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
Financing Type
SOFR Strike Price
Notional Amount
Expiration Date
Mortgage payable on real estate
3.22 %
45,142 January 1, 2026
December 31, 2024
Financing Type
SOFR Strike Price
Notional Amount
Expiration Date
Mortgage payable on real estate
3.22 %
45,142 January 1, 2025
The following table presents information about the Company's TBA purchase and sale contracts as of September 30, 2025 (dollar amounts in thousands). The Company did not own TBAs as of December 31, 2024.
Notional Amount (1)
Cost Basis (2)
Fair Value (3)
Net Carrying Value (4)
Purchase contracts
$ 40,000 $ 40,845 $ 40,724 $ ( 121 )
Sale contracts
( 10,000 ) ( 10,081 ) ( 10,081 ) —
Total TBAs $ 30,000 $ 30,764 $ 30,643 $ ( 121 )
(1) Notional amount represents the par value (or principal balance) of the underlying Agency RMBS.
(2) Cost basis represents the forward price to be paid for the underlying Agency RMBS.
(3) Fair value represents the current fair value of the TBA (or of the underlying Agency RMBS) as of period end.
(4) Net carrying value represents the difference between the fair value and the cost basis as of period end.
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The following tables present information about the Company's interest rate swaps whereby it receives floating rate payments in exchange for fixed rate payments as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
Swap Maturities Notional Amount Weighted Average Fixed Interest Rate Weighted Average Variable Interest Rate
2025 $ 71,885 4.97 % 4.51 %
2026 30,660 4.37 % 4.44 %
2027 688,633 3.94 % 4.42 %
2028 1,697,021 3.75 % 4.35 %
2029 270,275 3.91 % 4.39 %
2030 1,155,582 3.75 % 4.36 %
2033 199,590 3.73 % 4.34 %
2034 178,224 3.86 % 4.39 %
2035 300,878 4.00 % 4.38 %
2045 134,010 4.01 % 4.36 %
Total $ 4,726,758 3.84 % 4.37 %
December 31, 2024
Swap Maturities Notional Amount Weighted Average Fixed Interest Rate Weighted Average Variable Interest Rate
2025 $ 1,377,250 4.53 % 4.89 %
2026 159,120 4.10 % 4.53 %
2027 622,123 3.98 % 4.75 %
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 %
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The following tables present information about the Company's interest rate swaps whereby it receives fixed rate payments in exchange for floating rate payments as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
Swap Maturities Notional Amount Weighted Average Fixed Interest Rate Weighted Average Variable Interest Rate
2028 $ 9,550 3.48 % 4.37 %
2033 43,500 3.64 % 4.34 %
Total $ 53,050 3.61 % 4.35 %
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 %
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.
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11. Mortgage Servicing Rights
The Company owned MSRs as of September 30, 2025 and December 31, 2024 resulting from the sale of loans Constructive originates with servicing retained, distributions received from Constructive prior to July 15, 2025 or purchases of MSRs. The Company's MSRs are associated with business purpose loans, are reported at fair value pursuant to the fair value option election ( see Note 17 ) and are included in other assets in the accompanying condensed consolidated balance sheets. 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 three and nine months ended September 30, 2025, respectively (dollar amounts in thousands). The Company did no t have MSRs during the three and nine months ended September 30, 2024.
For the Three Months Ended September 30, 2025 For the Nine Months Ended September 30, 2025
Balance at beginning of period
$ 19,449 $ 21,003
Additions:
MSRs received from equity investment in Constructive
3,405 3,405
MSRs acquired through business combination
141 141
Changes in fair value due to:
Changes in valuation inputs or assumptions used in valuation model
( 506 ) ( 1,088 )
Other changes in fair value, including runoff
( 593 ) ( 1,565 )
Balance at end of period
$ 21,896 $ 21,896
The following table presents the components of servicing fee income recognized during the three and nine months ended September 30, 2025, respectively (dollar amounts in thousands). Servicing fee income is included in other income (loss) on the accompanying condensed consolidated statements of operations.
For the Three Months Ended September 30, 2025 For the Nine Months Ended September 30, 2025
Servicing fees
$ 1,290 $ 3,755
Prepayment fees
657 2,052
Ancillary and other fee income (1)
52 145
Servicing fee income
$ 1,999 $ 5,952
(1) Includes default interest and late fee collections.
The Company recognized subservicing fee expenses in the amount of $ 0.2 million and $ 0.6 million related to MSRs during the three and nine months ended September 30, 2025, respectively, which is included in portfolio operating expenses on the accompanying condensed consolidated statements of operations.
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12. Other Assets and Other Liabilities
Other Assets
The following table presents the components of the Company's other assets as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Restricted cash (1)
$ 112,430 $ 161,602
Accrued interest receivable 72,887 62,075
Real estate owned 42,669 47,651
Collections receivable from residential loan servicers 34,082 50,294
Other receivables 30,096 27,776
Mortgage servicing rights 21,896 21,003
Intangible assets 17,882 252
Other assets in consolidated multi-family properties 16,101 16,640
Recoverable advances on residential loans 14,589 17,391
Receivables from derivative counterparties 11,500 11,059
Deferred tax assets 9,373 10,864
Operating lease right-of-use assets 4,571 5,460
Derivative assets (2)
2,612 56
Other 7,492 5,751
Total $ 398,180 $ 437,874
(1) Restricted cash represents cash held by third parties including 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
The following table presents the components of the Company's other liabilities as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Accrued interest payable $ 56,128 $ 41,015
Dividends and dividend equivalents payable 35,891 30,280
Accrued expenses 19,319 11,141
Margin payable to derivative counterparties 13,322 8,137
Accrued expenses and other liabilities in consolidated multi-family properties 10,563 10,621
Unfunded commitments for residential and multi-family investments 8,729 14,001
Deferred tax liabilities 7,802 9,282
Deferred revenue 6,976 5,817
Operating lease liabilities 4,972 5,935
Advanced remittances from residential loan servicers 2,926 7,029
Holdback for representations and warranties 2,500 —
Derivative liabilities
121 —
Other 4,614 4,354
Total $ 173,863 $ 147,612
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13. Repurchase Agreements and Warehouse Facilities
The following table presents the carrying value of the Company's repurchase agreements and warehouse facilities as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
Repurchase Agreements and Warehouse Facilities Secured By:
September 30, 2025 December 31, 2024
Investment securities $ 6,100,691 $ 3,516,611
Residential loans and real estate owned
217,612 428,399
Residential loans held for sale
97,290 —
Single-family rental properties 65,479 67,215
Total carrying value $ 6,481,072 $ 4,012,225
As of September 30, 2025, the Company had no repurchase agreement or warehouse facility exposure where the amount at risk was in excess of 5% of the Company's stockholders’ equity. 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 the repurchase agreement falls below specified levels and repurchase may be accelerated upon an event of default under the repurchase agreements. As of September 30, 2025, the Company had assets available to be posted as margin which included liquid assets, such as unrestricted cash and cash equivalents, and unencumbered securities that could be monetized to pay down or collateralize the liability immediately. As of September 30, 2025, the Company had $ 180.9 million included in cash and cash equivalents and $ 459.6 million in unencumbered investment securities available to meet additional haircuts or market valuation requirements. The following table presents information about the Company's unencumbered securities at September 30, 2025 (dollar amounts in thousands):
Unencumbered Securities September 30, 2025
Agency RMBS $ 423,418
Non-Agency RMBS (1)
34,417
U.S. Treasury securities
1,798
Total $ 459,633
(1) Includes IOs in Consolidated SLST with a fair value of $ 11.9 million as of September 30, 2025. Consolidated SLST securities owned by the Company are eliminated in consolidation in accordance with GAAP.
The Company also had unencumbered residential loans with a fair value of $ 57.7 million at September 30, 2025.
Residential Loans, Real Estate Owned and Single-family Rental Properties
The Company has repurchase agreements or warehouse facilities with eight financial institutions to finance residential loans, residential loans held for sale, real estate owned and single-family rental properties. The following table presents detailed information about the Company’s financings under these repurchase agreements or warehouse facilities and associated assets pledged as collateral at September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
Maximum Aggregate Uncommitted Principal or Line Amount
Outstanding
Repurchase Agreements and Warehouse Facilities
Net Deferred Finance Costs (1)
Carrying Value of Repurchase Agreements and Warehouse Facilities
Carrying Value of Assets Pledged (2)
Weighted Average Rate Weighted Average Months to Maturity (3)
September 30, 2025 $ 3,225,000 $ 380,692 $ ( 311 ) $ 380,381 $ 474,220 6.37 % 5.56
December 31, 2024 $ 2,775,000 $ 496,410 $ ( 796 ) $ 495,614 $ 659,183 6.70 % 9.64
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(1) Costs related to 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 condensed 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.
(2) Includes residential loans and real estate owned with an aggregate carrying value of $ 252.9 million, residential loans held for sale with an aggregate carrying value of $ 102.8 million and single-family rental properties with a net carrying value of $ 118.5 million as of September 30, 2025. 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.
(3) The Company expects to either roll outstanding amounts under these repurchase agreements and warehouse facilities into new financing arrangements or repay outstanding amounts in full prior to or at maturity.
The outstanding financing under these repurchase agreements and warehouse facilities as of September 30, 2025 is secured by the underlying residential loans and other related collateral and is subject to margin-type provisions that may require repayment of a portion of the borrowings or the posting of additional collateral if the market value of the collateral falls below specified levels or certain eligibility criteria are not met. During the terms of the repurchase agreements and warehouse facilities, proceeds from the residential loans, residential loans held for sale, real estate owned and single-family rental properties will be applied to pay any price differential, if applicable, and to reduce the aggregate repurchase price of the collateral. Repurchase of the residential loans, real estate owned and single-family rental properties financed by the repurchase agreements, or repayment obligations under warehouse revolving facilities may be accelerated upon an event of default.
The Company’s accrued interest payable on outstanding repurchase agreements and warehouse facilities secured by residential loans, real estate owned and single-family rental properties at September 30, 2025 and December 31, 2024 amounted to $ 2.8 million and $ 2.5 million, respectively, and is included in other liabilities on the Company’s condensed consolidated balance sheets.
As of September 30, 2025, the Company's repurchase agreements and warehouse facilities contain various covenants, including among other things, the maintenance of certain amounts of liquidity and total stockholders' equity as defined in the respective agreements. The Company is in compliance with such covenants as of September 30, 2025 and through the date of this Quarterly Report on Form 10-Q.
Investment Securities
The Company has entered into repurchase agreements with financial institutions to finance certain investment securities available for sale and securities owned in Consolidated SLST. 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 September 30, 2025 and December 31, 2024 , the Company had amounts outstanding under repurchase agreements with 12 counterparties and nine 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 September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Outstanding Repurchase Agreements Fair Value of Collateral Pledged (1)
Amortized Cost of Collateral Pledged (1)
Outstanding Repurchase Agreements Fair Value of Collateral Pledged (1)
Amortized Cost of Collateral Pledged (1)
Agency RMBS $ 5,903,078 $ 6,136,353 $ 6,055,555 $ 2,830,925 $ 2,975,400 $ 2,995,820
Non-Agency RMBS (2)
18,482 27,662 27,073 50,622 67,352 64,375
U.S. Treasury securities
179,131 181,390 179,745 635,064 633,833 669,447
Balance at end of the period $ 6,100,691 $ 6,345,405 $ 6,262,373 $ 3,516,611 $ 3,676,585 $ 3,729,642
(1) Collateral pledged includes restricted cash posted as margin in the amount of $ 0.7 million and $ 11.8 million as of September 30, 2025 and December 31, 2024, respectively .
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(2) Includes first loss subordinated securities in Consolidated SLST with a fair value of $ 22.0 million and $ 20.6 million as of September 30, 2025 and December 31, 2024, respectively . Consolidated SLST securities owned by the Company are eliminated in consolidation in accordance with GAAP.
As of September 30, 2025 and December 31, 2024, the outstanding balances under our repurchase agreements secured by investment securities were funded at a weighted average advance rate of 96.4 % and 96.0 %, respectively, that implies an average "haircut" of 3.6 % and 4.0 %, respectively. As of September 30, 2025, the weighted average "haircut" related to our repurchase agreement financing for our Agency RMBS, non-Agency RMBS, and U.S. Treasury securities was approximately 3.6 %, 34.5 %, and 1.7 %, respectively.
As of September 30, 2025 and December 31, 2024, the average days to maturity for repurchase agreements secured by investment securities were 41 days and 26 days, respectively, and the weighted average interest rates were 4.43 % and 4.84 %, respectively. The Company’s accrued interest payable on outstanding repurchase agreements secured by investment securities at September 30, 2025 and December 31, 2024 amounted to $ 39.5 million and $ 28.4 million, respectively, and is included in other liabilities on the Company’s condensed consolidated balance sheets.
The following table presents contractual maturity information about the Company’s outstanding repurchase agreements secured by investment securities at September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
Contractual Maturity September 30, 2025 December 31, 2024
Within 30 days $ 2,212,518 $ 2,103,332
Over 30 days to 90 days
3,225,562 1,413,279
Over 90 days 662,611 —
Total $ 6,100,691 $ 3,516,611
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14. Collateralized Debt Obligations
The Company's collateralized debt obligations, or CDOs, are accounted for as financings and are non-recourse debt to the Company. See Note 7 for further discussion regarding the collateral pledged for the Company's CDOs as well as the Company's net investments in the related securitizations.
The following tables present a summary of the Company's CDOs as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
Outstanding Face Amount Carrying Value Weighted Average Interest Rate (1) (2)
Stated Maturity (3)
Consolidated SLST at fair value (4)
$ 1,074,080 $ 1,016,952 3.36 % 2059 - 2065
Residential loan securitizations at fair value (4)
2,148,070 2,118,581 5.34 % 2029 - 2069
Residential loan securitizations at amortized cost, net
376,200 375,164 3.73 % 2035 - 2061
Non-Agency RMBS re-securitization at fair value (4)
66,742 66,762 7.38 % 2064
Total collateralized debt obligations $ 3,665,092 $ 3,577,459
December 31, 2024
Outstanding Face Amount Carrying Value Weighted Average Interest Rate (1) (2)
Stated Maturity (3)
Consolidated SLST at fair value (4)
$ 867,004 $ 811,591 3.49 % 2059 - 2064
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
(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) 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 September 30, 2025, CDOs with an aggregate outstanding face amount of $ 2.0 billion contain an interest rate step-up feature whereby the interest rate increases by either 1.00 %, 1.50 %, 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 are primarily determined by the rate of principal prepayments on the assets of the issuing entity. The CDOs are also subject to redemption prior to the stated maturity according to the terms of the respective governing documents. As a result, the actual maturity of the CDOs may occur earlier than the stated maturity.
(4) The Company has elected the fair value option for CDOs issued by Consolidated SLST, 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 three and nine months ended September 30, 2025, the Company recognized $ 8.8 million and $ 20.9 million in net unrealized losses, respectively, on residential loan securitizations and a non-Agency RMBS re-securitization at fair value, which are included in unrealized gains (losses), net on the accompanying condensed consolidated statements of operations. For the three and nine months ended September 30, 2024, the Company recognized $ 19.5 million and $ 18.0 million in net unrealized losses, respectively, on residential loan securitizations and a non-Agency RMBS re-securitization at fair value, which are included in unrealized gains (losses), net on the accompanying condensed consolidated statements of operations.
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The Company's CDOs as of September 30, 2025 had stated maturities as follows:
Year ending December 31, Total
2025
$ —
2026
—
2027
—
2028
—
2029
225,000
Thereafter 3,440,092
Total $ 3,665,092
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15. Debt
Senior Unsecured Notes
On July 8, 2025, the Company completed the issuance of $ 90.0 million in aggregate principal amount of its 9.875 % Senior Notes due 2030 (the "9.875% 2030 Senior Notes") in an underwritten public offering. The total proceeds to the Company from the offering of the 9.875% 2030 Senior Notes, after deducting the underwriters' discount and commissions and offering expenses, were approximately $ 86.6 million. On August 22, 2025, the Company issued an additional $ 25.0 million in aggregate principal amount of the 9.875% 2030 Senior Notes in a registered direct offering. The total proceeds to the Company from the registered direct offering of the 9.875% 2030 Senior Notes, after deducting offering expenses, were approximately $ 24.8 million.
On January 14, 2025, the Company completed the issuance of $ 82.5 million in aggregate principal amount of its 9.125 % Senior Notes due 2030 (the "9.125% 2030 Senior Notes") in an underwritten public offering. The total net proceeds to the Company from the offering of the 9.125% 2030 Senior Notes, after deducting the underwriters' discount and commissions and offering expenses, were approximately $ 79.3 million.
On June 28, 2024, the Company completed the issuance of $ 60.0 million in aggregate principal amount of its 9.125 % Senior Notes due 2029 (the "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 "2026 Senior Notes") for an equal principal amount of Unregistered Notes.
The 9.875% 2030 Senior Notes, 9.125% 2030 Senior Notes, 2029 Senior Notes and 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 September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Outstanding Face Amount
Carrying Value
Outstanding Face Amount
Carrying Value
9.875% 2030 Senior Notes at fair value
$ 115,000 $ 115,745 $ — $ —
9.125% 2030 Senior Notes at fair value
82,500 82,121 — —
2029 Senior Notes at fair value
60,000 59,724 60,000 60,310
2026 Senior Notes at amortized cost, net
100,000 99,275 100,000 98,886
Total Senior Unsecured Notes
$ 357,500 $ 356,865 $ 160,000 $ 159,196
9.875% 2030 Senior Notes
The 9.875% 2030 Senior Notes bear interest at a rate equal to 9.875 % 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, 2025, and mature on October 1, 2030, unless earlier redeemed. The Company may redeem the 9.875% 2030 Senior Notes, in whole or in part, at any time at the Company’s option on or after October 1, 2027, at a redemption price equal to 100 % of the outstanding principal amount of the 9.875% 2030 Senior Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date.
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The Company has elected the fair value option with respect to the 9.875% 2030 Senior Notes. None of the change in the fair value of the 9.875% 2030 Senior Notes for the three and nine months ended September 30, 2025 was due to instrument-specific credit risk. Accordingly, the Company recognized $ 0.7 million in net unrealized losses on the 9.875% 2030 Senior Notes, which are included in unrealized gains (losses), net on the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2025.
9.125% 2030 Senior Notes
The 9.125% 2030 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 April 1, 2025, and mature on April 1, 2030, unless earlier redeemed. The Company may redeem the 9.125% 2030 Senior Notes, in whole or in part, at any time at the Company’s option on or after April 1, 2027, at a redemption price equal to 100 % of the outstanding principal amount of the 9.125% 2030 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 9.125% 2030 Senior Notes. None of the change in the fair value of the 9.125% 2030 Senior Notes for the three and nine months ended September 30, 2025 was due to instrument-specific credit risk. Accordingly, the Company recognized $ 2.9 million in net unrealized losses and $ 0.4 million in net unrealized gains on the 9.125% 2030 Senior Notes, which are included in unrealized gains (losses), net on the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2025, respectively.
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 three and nine months ended September 30, 2025 was due to instrument-specific credit risk. Accordingly, the Company recognized $ 1.6 million in net unrealized losses and $ 0.6 million in net unrealized gains on the 2029 Senior Notes, which are included in unrealized gains (losses), net on the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2025, respectively.
2026 Senior Notes
As of September 30, 2025, the Company had $ 100.0 million aggregate principal amount of its 2026 Senior Notes outstanding. On June 12, 2025, the Company completed a consent solicitation from holders of the 2026 Senior Notes to amend the indenture pursuant to which such notes were issued to modify a covenant related to Company leverage. Costs related to the original issuance of the 2026 Senior Notes, which include underwriting, legal, accounting and other fees, are reflected as deferred charges. Additionally, consent fees paid to bondholders related to the amendment of the indenture for the 2026 Senior Notes are included in deferred charges. The deferred charges, net of amortization, are presented as a deduction from the corresponding debt liability on the Company's accompanying condensed consolidated balance sheets in the amount of $ 0.7 million and $ 1.1 million as of September 30, 2025 and December 31, 2024, 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 6.73 %. Third-party expenses related to the aforementioned consent solicitation in the amount of $ 0.5 million are included in financing transaction costs in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2025.
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.
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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. 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 2026 Senior Notes multiplied by 2.875 %. 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
April 30, 2023 - April 29, 2024
2.875 %
April 30, 2024 - April 29, 2025
1.4375 %
April 30, 2025 - April 29, 2026
—
As of September 30, 2025, 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. In addition, the 2026 Senior Notes limit the amount of Company leverage, net of cash held by the Company, to no more than eight times its equity and limit the Company's ability to transfer its assets substantially as an entirety or merge into or consolidate with another person. The Company is in compliance with such covenants as of September 30, 2025 and through the date of this Quarterly Report on Form 10-Q.
Subordinated Debentures
Subordinated debentures are trust preferred securities that are fully guaranteed by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment. Prior to July 2023, each of the Company's subordinated debentures incurred interest at a floating rate equal to three-month LIBOR plus an applicable spread, resetting quarterly. In light of the cessation of the publication of three-month LIBOR after June 30, 2023, and pursuant to the terms of each of the Company's subordinated debentures, as of September 30, 2025, 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 table summarizes the key details of the Company’s subordinated debentures as of September 30, 2025 and December 31, 2024 (dollar amounts in thousands):
NYM Preferred Trust I NYM Preferred Trust II
Principal value of trust preferred securities $ 25,000 $ 20,000
Interest rate Three-month CME Term SOFR plus tenor spread adjustment of 0.26161 % plus 3.75 %, resetting quarterly
Three-month CME Term SOFR plus tenor spread adjustment of 0.26161 % plus 3.95 %, resetting quarterly
Scheduled maturity March 30, 2035 October 30, 2035
As of November 4, 2025, the Company has not been notified, and is not aware, of any event of default under the indenture for the subordinated debentures.
Mortgages Payable on Real Estate
As of September 30, 2025 and December 31, 2024, 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. 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 condensed consolidated financial statements ( see Note 7 ).
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During the nine months ended September 30, 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. The Company has no obligation for repayment of the mortgages payable but, with respect to certain of the mortgages payable, it may execute a guaranty related to commitment of bad acts. The following table presents detailed information for these mortgages payable on real estate as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
Maximum Committed Mortgage Principal Amount Outstanding Mortgage Balance Net Deferred Finance Cost Mortgage Payable, Net (1)
Stated Maturity Weighted Average Interest Rate (2) (3)
September 30, 2025 $ 364,147 $ 364,147 $ ( 1,400 ) $ 362,747 2026 - 2032 4.42 %
December 31, 2024 368,158 368,158 ( 1,552 ) 366,606 2026 - 2032 4.48 %
(1) The Company repositioned its business through the opportunistic disposition over time of the Company's joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. Accordingly, mortgages payable on real estate related to certain joint venture equity investments in multi-family properties are included in liabilities of disposal group held for sale on the accompanying condensed consolidated balance sheets as of December 31, 2024. See Note 9 for additional information.
(2) Weighted average interest rate is calculated using the outstanding mortgage balance and interest rate as of the date indicated.
(3) For variable-rate mortgages payable, the applicable entities, as required by loan agreements, entered into interest rate cap contracts with counterparties that limit the indexed portion of the interest rate to a fixed rate. See Note 10 for additional information.
Debt Maturities
As of September 30, 2025, maturities for debt on the Company's condensed consolidated balance sheet are as follows (dollar amounts in thousands):
Year Ending December 31, Outstanding Balance
2025 $ —
2026 125,626
2027 —
2028 —
2029 280,068
2030 197,500
Thereafter 163,453
$ 766,647
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16. Commitments and Contingencies
Outstanding Litigation
The Company is at times subject to various legal proceedings arising in the ordinary course of business. As of September 30, 2025, 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 September 30, 2025, the Company had commitments to fund up to $ 160.5 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. In addition, Constructive had short-term commitments to originate business purpose loans in the amount of $ 143.8 million as of September 30, 2025.
Repurchase Reserves for Origination Activity
As a seller of business purpose loans to secondary market investors, Constructive may be required to repurchase or reimburse the investors for credit losses incurred on business purpose loans that fail to meet certain customary representations and warranties made in conjunction with sales of the loans. The loan repurchase reserve liability related to such customary representations and warranties is included in other liabilities on the accompanying condensed consolidated balance sheets as of September 30, 2025.
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17. Fair Value of Financial Instruments
The Company has established and documented processes for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, then fair value is based upon internally developed models that primarily use inputs that are market-based or independently-sourced market parameters, including interest rate yield curves.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of valuation hierarchy are defined as follows:
Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The following describes the valuation methodologies used for the Company’s financial instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy.
a. 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. These inputs include, but are not limited to, delinquency status, coupon, loan-to-value ("LTV"), historical performance, periodic and life caps, collateral type, rate reset period, seasoning, prepayment speeds and credit enhancement levels. The Company also considers several observable market data points, including prices obtained from third-party pricing services or dealers who make markets in similar financial instruments, trading activity, and dialogue with market participants. Third-party pricing services typically incorporate commonly used market pricing methods, trading activity observed in the marketplace and other data inputs similar to those used in the Company's internal pricing model. The Company has established thresholds to compare internally generated prices with independent third-party prices and any differences that exceed the thresholds are reviewed both internally and with the third-party pricing service. The Company reconciles and resolves all pricing differences in excess of the thresholds before a final price is established.
The Company 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.
b. 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 respective securitizations and its investment in the securitizations (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. The fair valuation of these investment securities is determined based on an internal valuation model that considers expected cash flows from the underlying loans and yields required by market participants. The significant unobservable inputs used in the measurement of these investments are projected losses within the pool of loans and a discount rate. The discount rate used in determining fair value incorporates default rate, loss severity, prepayment rate and current market interest rates. Significant increases or decreases in these inputs would result in a significantly lower or higher fair value measurement.
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c. Residential Loans, Residential Loans Held in Securitization Trusts and Residential Loans Held For Sale – The Company’s acquired residential loans are recorded at fair value and classified as Level 3 in the fair value hierarchy. The fair value for residential loans is determined using valuations obtained from a third party that specializes in providing valuations of residential loans. The valuation approach depends on whether the residential loan is considered performing, re-performing or non-performing at the date the valuation is performed.
For performing and re-performing loans, estimates of fair value are derived using a discounted cash flow model, where estimates of cash flows are determined from scheduled payments for each loan, adjusted using forecast prepayment rates, default rates and rates for loss upon default. For non-performing loans, asset liquidation cash flows are derived based on the estimated time to liquidate the loan, expected liquidation costs and home price appreciation. Estimated cash flows for both performing and non-performing loans are discounted at yields considered appropriate to arrive at a reasonable exit price for the asset. Indications of loan value such as actual trades, bids, offers and generic market color may be used in determining the appropriate discount yield.
The Company independently calculates 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. The Company reconciles and resolves all pricing differences in excess of the thresholds before a final price is established.
The fair value of certain originated loans, including those held for sale, is determined using non-binding investor prices obtained through an established loan trading process. Investors provide loan-level pricing indications based on market conditions and underlying loan characteristics, which are received through a competitive bidding process. These fair value measurements are classified as Level 3 within the fair value hierarchy.
d. Preferred Equity and Mezzanine Loan Investments – Fair value for preferred equity and mezzanine loan investments is determined by both market comparable pricing and discounted cash flows. The discounted cash flows are based on the underlying estimated cash flows and estimated changes in market yields. The fair value also reflects consideration of changes in credit risk since the origination or time of initial investment. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 in the fair value hierarchy.
e. Equity Investments – Fair value for equity investments is determined by (i) the valuation process for preferred equity and mezzanine loan investments as described in c. above, (ii) using a direct capitalization rate applied to stabilized net income of the underlying property, (iii) using the negotiated membership interest purchase price or (iv) using weighted multiples of origination volume and earnings before taxes, depreciation and amortization of the entity and the net asset value ("NAV") of the equity investment entity. These fair value measurements are generally based on unobservable inputs and, as such, are classified as Level 3 in the fair value hierarchy.
f. Derivative Instruments – The Company's interest rate swaps, credit default swaps and 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 options and TBAs are classified as Level 2 fair values and are measured using prices obtained from the counterparty.
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The Company obtains additional third-party valuations for interest rate swaps, credit default swaps, futures, interest rate cap agreements, option contracts and TBAs. 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.
The fair value of the Company's IRLCs is determined using an internal pricing model that incorporates market pricing for residential loans with similar characteristics to the underlying loans of IRLCs and the probability that the loans will fund under the terms of the commitment (the “pull-through rate”). Both the market pricing for similar residential loans and the pull-through rate are significant unobservable inputs, therefore the Company's IRLCs are classified as Level 3 in the fair value hierarchy.
g. 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 has established thresholds to compare internally generated prices with independent third-party prices and any differences that exceed the thresholds are reviewed both internally and with the third-party pricing service. The Company reconciles and resolves all pricing differences in excess of the thresholds before a final price is established.
h. Collateralized Debt Obligations – CDOs issued by Consolidated SLST are classified as Level 3 fair values for which fair value is determined by considering several market data points, including prices obtained from third-party pricing services or dealers who make markets in similar financial instruments. The third-party pricing service or dealers incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular security. They will also consider contractual cash payments and yields expected by market participants.
Refer to a . above for a description of the fair valuation of CDOs issued by Consolidated SLST that are eliminated in consolidation.
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.
i. Senior unsecured notes – The Company's 9.875% 2030 Senior Notes, 9.125% 2030 Senior Notes and 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. This review includes surveying similar market transactions and comparisons to interest pricing models as well as offerings of like securities by dealers. Any changes to the valuation methodology are reviewed by management to ensure the changes are appropriate. As markets and products develop and the pricing for certain products becomes more transparent, the Company continues to refine its valuation methodologies. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. The Company uses inputs that are current as of each reporting date, which may include periods of market dislocation, during which time price transparency may be reduced. This condition could cause the Company’s financial instruments to be reclassified from Level 2 to Level 3 in future periods.
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The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, respectively, on the Company’s condensed consolidated balance sheets (dollar amounts in thousands):
Measured at Fair Value on a Recurring Basis at
September 30, 2025 December 31, 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets carried at fair value
Investment securities available for sale:
Agency RMBS
$ — $ 6,628,003 $ — $ 6,628,003 $ — $ 3,136,812 $ — $ 3,136,812
Non-Agency RMBS
— 28,174 — 28,174 — 69,687 — 69,687
U.S. Treasury securities
— 182,538 — 182,538 — 622,045 — 622,045
Residential loans:
Residential loans
— — 308,422 308,422 — — 632,266 632,266
Consolidated SLST
— — 1,182,599 1,182,599 — — 965,672 965,672
Residential loans held in securitization trusts
— — 2,660,626 2,660,626 — — 2,243,800 2,243,800
Residential loans held for sale
— — 105,036 105,036 — — — —
Multi-family loans — — 68,647 68,647 — — 86,192 86,192
Equity investments
— — 28,825 28,825 — — 113,492 113,492
Derivative assets:
Interest rate caps (1) (2)
— 150 — 150 — 56 — 56
Options (2)
— 79 — 79 — — — —
IRLCs (2)
— — 2,383 2,383 — — — —
Interest rate swaps (2) (4)
— — — — — — — —
Futures (2) (4)
— — — — — — — —
MSRs (2)
— — 21,896 21,896 — — 21,003 21,003
Assets of disposal group held for sale (3)
— — — — — 67 — 67
Total
$ — $ 6,838,944 $ 4,378,434 $ 11,217,378 $ — $ 3,828,667 $ 4,062,425 $ 7,891,092
Liabilities carried at fair value
CDOs:
Consolidated SLST
$ — $ — $ 1,016,952 $ 1,016,952 $ — $ — $ 811,591 $ 811,591
Residential loan securitizations
— 2,118,581 — 2,118,581 — 1,253,332 — 1,253,332
Non-Agency RMBS re-securitization — 66,762 — 66,762 — 70,757 — 70,757
Senior unsecured notes
— 257,590 — 257,590 — 60,310 — 60,310
Derivative liabilities:
Interest rate swaps (2) (4)
— — — — — — — —
Futures (2) (4)
— — — — — — — —
Credit default swaps (2) (4)
— — — — — — — —
TBAs (2)
— 121 — 121 — — — —
Total
$ — $ 2,443,054 $ 1,016,952 $ 3,460,006 $ — $ 1,384,399 $ 811,591 $ 2,195,990
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(1) Excludes assets of disposal group held for sale ( see Note 9 ).
(2) Included in other assets or other liabilities, respectively, in the condensed consolidated balance sheets.
(3) Includes interest rate caps classified as Level 2 instruments in the amount of $ 0.1 million as of December 31, 2024.
(4) All of the Company’s interest rate swaps, credit default swaps and 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 $ 71.0 million netted against derivative assets of $ 6.9 million and a net variation margin of $ 64.1 million as of September 30, 2025. Includes derivative liabilities of $ 19.9 million netted against derivative assets of $ 64.9 million and a variation margin of $ 45.0 million as of December 31, 2024. See Note 10 for additional information.
The following tables detail changes in valuation for the Level 3 assets for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
Level 3 Assets:
For the Three Months Ended September 30, 2025
Residential loans
Residential loans Consolidated SLST Residential loans held in securitization trusts Residential Loans Held for Sale
Multi-family loans Equity investments Assets of disposal group held for sale MSRs
IRLCs
Total
Balance at beginning of period $ 367,089 $ 1,199,383 $ 2,459,555 $ — $ 74,999 $ 91,440 $ 500 $ 19,449 $ — $ 4,212,415
Total gains/(losses) (realized/unrealized)
—
Included in earnings 8,813 7,677 13,354 8,824 2,224 ( 1,582 ) — ( 1,099 ) ( 1,919 ) 36,292
Transfers in (1)
580 — — 145,748 — — — 141 4,302 150,771
Transfers out (2)
( 4,014 ) — ( 6,670 ) — — ( 33,759 ) — — — ( 44,443 )
Transfer to securitization trust, net (3)
( 442,741 ) — 442,741 — — — — — — —
Transfer from residential loans held for sale to residential loans
213,811 ( 213,811 )
Paydowns/Distributions (4)
( 41,743 ) ( 24,461 ) ( 280,146 ) ( 137 ) ( 8,576 ) ( 27,274 ) — 3,405 — ( 378,932 )
Sales ( 121,221 ) — ( 6,945 ) ( 218,031 ) — — ( 500 ) — — ( 346,697 )
Acquisitions
327,848 — 38,737 — — — — — — 366,585
Originations
— — — 382,443 — — — — — 382,443
Balance at the end of period $ 308,422 $ 1,182,599 $ 2,660,626 $ 105,036 $ 68,647 $ 28,825 $ — $ 21,896 $ 2,383 $ 4,378,434
(1) Transfers into Level 3 include residential loans, residential loans held for sale, MSRs and IRLCs consolidated by the Company following its acquisition of the outstanding membership interests in Constructive that were not previously owned by the Company on July 15, 2025 ( see Note 24 ).
(2) Transfers out of Level 3 assets represent the transfer of residential loans to real estate owned assets and the consolidation of Constructive resulting from the Company's acquisition of the outstanding membership interests in Constructive that were not previously owned by the Company on July 15, 2025 ( see Note 24)
(3) During the three months ended September 30, 2025, the Company transferred, on a net basis, certain residential loans into residential loan revolver securitizations ( see Note 7 for further discussion of the Company's residential loan securitizations).
(4) Includes in-kind distribution of MSRs received from the Company's Constructive equity investment prior to acquisition on July 15, 2025.
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For the Three Months Ended September 30, 2024
Residential loans
Residential loans Consolidated SLST Residential loans held in securitization trusts Multi-family loans Equity investments Total
Balance at beginning of period $ 667,218 $ 1,004,944 $ 1,831,029 $ 92,997 $ 142,915 $ 3,739,103
Total gains/(losses) (realized/unrealized)
Included in earnings 14,397 26,939 44,079 2,887 6,054 94,356
Transfers out (1)
( 25,064 ) — ( 1,513 ) — — ( 26,577 )
Transfer to securitization trust, net (2)
( 354,169 ) — 354,169 — — —
Paydowns/Distributions ( 77,187 ) ( 23,300 ) ( 190,645 ) ( 8,270 ) ( 2,136 ) ( 301,538 )
Sales ( 117,915 ) — — — — ( 117,915 )
Acquisitions
593,575 — 30,587 — — 624,162
Balance at the end of period $ 700,855 $ 1,008,583 $ 2,067,706 $ 87,614 $ 146,833 $ 4,011,591
(1) Transfers out of Level 3 assets represents the transfer of residential loans to real estate owned and the consolidation of Constructive resulting from the Company's acquisition of the outstanding membership interests in Constructive that were not previously owned by the Company on July 15, 2025 (see Note 24).
(2) During the three months ended September 30, 2024, the Company transferred, on a net basis, certain residential loans into residential loan securitizations ( see Note 7 for further discussion of the Company's residential loan securitizations).
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For the Nine Months Ended September 30, 2025
Residential loans
Residential loans Consolidated SLST Residential loans held in securitization trusts Residential Loans Held for Sale
Multi-family loans Equity investments Assets of disposal group held for sale
MSRs
IRLCs
Total
Balance at beginning of period $ 632,266 $ 965,672 $ 2,243,800 $ — $ 86,192 $ 113,492 $ — $ 21,003 $ — $ 4,062,425
Total gains/(losses) (realized/unrealized)
Included in earnings 15,592 35,429 50,338 8,824 7,447 580 — ( 2,653 ) ( 1,919 ) 113,638
Transfers in (1)
580 — — 145,748 — — — 141 4,302 150,771
Transfers out (2)
( 30,740 ) — ( 10,540 ) — — ( 33,759 ) — — — ( 75,039 )
Transfer to securitization trust, net (3)
( 1,127,837 ) — 1,127,837 — — — — — — —
Transfer to disposal group held for sale — — — — — ( 500 ) 500 — — —
Transfer from residential loans held for sale to residential loans
213,811 — — ( 213,811 ) — — — — — —
Paydowns/Distributions (4)
( 162,548 ) ( 65,907 ) ( 862,024 ) ( 137 ) ( 24,992 ) ( 50,988 ) — 3,405 — ( 1,163,191 )
Sales ( 151,894 ) — ( 13,222 ) ( 218,031 ) — — ( 500 ) — — ( 383,647 )
Acquisitions (5)
919,192 247,405 124,437 — — — — — — 1,291,034
Originations
— — — 382,443 — — — — — 382,443
Balance at the end of period $ 308,422 $ 1,182,599 $ 2,660,626 $ 105,036 $ 68,647 $ 28,825 $ — $ 21,896 $ 2,383 $ 4,378,434
(1) Transfers into Level 3 include residential loans, residential loans held for sale, MSRs and IRLCs consolidated by the Company following its acquisition of the outstanding membership interests in Constructive that were not previously owned by the Company on July 15, 2025 ( see Note 24 ).
(2) Transfers out of Level 3 assets represent the transfer of residential loans to real estate owned assets and the consolidation of Constructive resulting from the Company's acquisition of the outstanding membership interests in Constructive that were not previously owned by the Company on July 15, 2025 (see Note 24).
(3) During the nine months ended September 30, 2025, the Company transferred, on a net basis, certain residential loans into residential loan securitizations ( see Note 7 for further discussion of the Company's residential loan securitizations).
(4) Includes in-kind distribution of MSRs received from the Company's Constructive equity investment prior to acquisition on July 15, 2025.
(5) During the nine months ended September 30, 2025, 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 ).
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For the Nine Months Ended September 30, 2024
Residential loans
Residential loans Consolidated SLST Residential loans held in securitization trusts Multi-family loans Equity investments Total
Balance at beginning of period $ 827,535 $ 754,860 $ 1,501,908 $ 95,792 $ 147,116 $ 3,327,211
Total gains/(losses) (realized/unrealized)
Included in earnings 15,554 24,250 38,841 3,404 10,124 92,173
Transfers out (1)
( 66,065 ) — ( 5,283 ) — — ( 71,348 )
Transfer to securitization trust, net (2)
( 987,452 ) — 987,452 — — —
Paydowns/Distributions ( 223,643 ) ( 55,584 ) ( 521,018 ) ( 11,582 ) ( 10,407 ) ( 822,234 )
Sales ( 143,125 ) — ( 6,708 ) — — ( 149,833 )
Acquisitions (3)
1,278,051 285,057 72,514 — — 1,635,622
Balance at the end of period $ 700,855 $ 1,008,583 $ 2,067,706 $ 87,614 $ 146,833 $ 4,011,591
(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 nine months ended September 30, 2024, the Company transferred, on a net basis, certain residential loans into residential loan securitizations ( see Note 7 for further discussion of the Company's residential loan securitizations).
(3) During the nine months ended September 30, 2024, the Company purchased first loss subordinated securities 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 ).
The following tables details change in valuation for the Level 3 liabilities for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
Level 3 Liabilities:
Consolidated SLST CDOs
For the Three Months Ended September 30,
2025 2024
Balance at beginning of period $ 1,031,897 $ 844,032
Total losses/(gains) (realized/unrealized)
Included in earnings 6,284 20,638
Paydowns ( 21,229 ) ( 18,859 )
Balance at the end of period $ 1,016,952 $ 845,811
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Consolidated SLST CDOs
For the Nine Months Ended September 30,
2025 2024
Balance at beginning of period $ 811,591 $ 593,737
Total losses/(gains) (realized/unrealized)
Included in earnings 25,992 20,498
Acquisitions (1)
235,226 275,200
Paydowns ( 55,857 ) ( 43,624 )
Balance at the end of period $ 1,016,952 $ 845,811
(1) During the nine months ended September 30, 2025 and 2024, the Company purchased first loss subordinated securities issued from securitizations that it determined to consolidate as Consolidated SLST. As a result, the Company consolidated liabilities of the securitizations ( see Note 7 ).
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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):
September 30, 2025 Fair Value Valuation Technique Unobservable Input Weighted Average Range
Assets
Residential loans, residential loans held in securitization trusts and residential loans held for sale: (1)
$ 2,807,775 Discounted cash flow Lifetime CPR 9.6 % — - 47.0 %
Lifetime CDR 0.6 % — - 33.7 %
Loss severity 13.2 % 0.2 % - 100.0 %
Yield 6.7 % 5.4 % - 45.9 %
$ 106,622 Liquidation model Annual home price appreciation/(depreciation) 0.2 % ( 1.5 )% - 7.1 %
Liquidation timeline (months) 16 — - 54
Property value $ 2,020,758 $ 30,000 - $ 13,900,000
Yield 8.3 % 5.9 % - 35.6 %
$ 159,687 Transaction price
Non-binding investor price N/A
Consolidated SLST (4)
$ 1,182,599 Liability price N/A
Total $ 4,256,683
Multi-family loans (1) (2)
$ 68,647 Discounted cash flow Discount rate 12.1 % 11.0 % - 13.5 %
Months to assumed redemption 22 < 1
- 45
Loss severity —
Equity investments (1)
$ 28,825 Discounted cash flow Discount rate 16.2 % 15.0 % - 17.5 %
Months to assumed redemption 16 5 - 29
Loss severity —
Mortgage servicing rights (1)
$ 21,896 Discounted cash flow Lifetime voluntary prepayment rate
10.3 % 0.3 % - 27.5 %
Lifetime CDR 2.2 % — - 41.8 %
Yield 12.2 % 12.0 % - 14.0 %
IRLCs (1)
$ 2,383 Internal valuation model
Pull-through rate 79.4 % 78.8 % - 81.7 %
Liabilities
Consolidated SLST CDOs (3) (4)
$ 1,016,952 Discounted cash flow Yield 5.2 % 4.4 % - 12.3 %
Collateral prepayment rate 6.1 % 2.7 % - 7.3 %
Collateral default rate 1.1 % — - 18.4 %
Loss severity 15.4 % 0.3 % - 25.7 %
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(1) Weighted average amounts are calculated based on the weighted average fair value of the assets.
(2) As of September 30, 2025, 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. As of September 30, 2025, the Company had one multi-family loan scheduled to redeem on October 3, 2025, which was repaid in full on the scheduled redemption date.
(3) In accordance with the practical expedient in ASC 810, the Company determines the fair value of the residential loans held in Consolidated SLST based on the fair value of the CDOs issued by Consolidated SLST, including investment securities we own, as the fair value of these instruments is more observable. At September 30, 2025, the fair value of investment securities we own in Consolidated SLST amounts to $ 158.8 million.
(4) Weighted average yield calculated based on the weighted average fair value of the CDOs issued by Consolidated SLST, including investment securities we own. Weighted average collateral prepayment rate, weighted average collateral default rate, and weighted average loss severity are calculated based on the weighted average unpaid balance of the CDOs issued by Consolidated SLST, including investment securities we own.
The following table details the changes in unrealized gains (losses) included in earnings for the three and nine months ended September 30, 2025 and 2024, respectively, for our Level 3 assets and liabilities held as of September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Assets
Residential loans:
Residential loans (1)
$ 1,110 $ 2,305 $ ( 3,557 ) $ ( 3,768 )
Consolidated SLST (1)
7,395 28,655 37,100 27,855
Residential loans held in securitization trusts (1)
16,774 42,170 50,064 34,918
Residential loans held for sale (1)
2,552 — 2,552 —
Multi-family loans (1)
123 176 479 ( 4,613 )
Equity investments (2)
( 2,860 ) ( 1,097 ) ( 2,368 ) ( 7,677 )
IRLCs
2,383 — 2,383 —
Mortgage servicing rights (1)
( 1,019 ) — ( 2,573 ) —
Liabilities
Consolidated SLST CDOs (1)
( 4,955 ) ( 21,902 ) ( 25,875 ) ( 20,596 )
(1) Presented in unrealized gains (losses), net on the Company's condensed consolidated statements of operations.
(2) Presented in (loss) income from equity investments on the Company's condensed consolidated statements of operations.
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The following table presents the carrying value and estimated fair value of the Company’s financial instruments at September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Fair Value
Hierarchy Level Carrying
Value Estimated
Fair Value Carrying
Value Estimated
Fair Value
Financial Assets:
Cash and cash equivalents Level 1 $ 185,285 $ 185,285 $ 167,422 $ 167,422
Investment securities available for sale Level 2 6,838,715 6,838,715 3,828,544 3,828,544
Residential loans Level 3 4,151,647 4,151,647 3,841,738 3,841,738
Residential loans held for sale
Level 3
105,036 105,036 — —
Multi-family loans Level 3 68,647 68,647 86,192 86,192
Equity investments Level 3 28,825 28,825 113,492 113,492
Derivative assets Level 2 229 229 56 56
IRLCs
Level 3
2,383 2,383 — —
Derivative assets in disposal group held for sale Level 2 — — 67 67
Mortgage servicing rights
Level 3
21,896 21,896 21,003 21,003
Financial Liabilities:
Repurchase agreements Level 2 6,481,072 6,481,072 4,012,225 4,012,225
Collateralized debt obligations:
Residential loan securitizations at amortized cost, net Level 3 375,164 359,892 842,764 818,482
Residential loan securitizations at fair value
Level 2
2,118,581 2,118,581 1,253,332 1,253,332
Consolidated SLST Level 3 1,016,952 1,016,952 811,591 811,591
Non-Agency RMBS re-securitization Level 2 66,762 66,762 70,757 70,757
Subordinated debentures Level 3 45,000 40,108 45,000 38,918
Derivative liabilities
Level 2 121 121 — —
Senior unsecured notes:
Senior unsecured notes at amortized cost, net
Level 2 99,275 98,957 98,886 98,632
Senior unsecured notes at fair value
Level 2 257,590 257,590 60,310 60,310
Mortgages payable on real estate Level 3 362,747 354,629 366,606 347,915
Mortgages payable on real estate in disposal group held for sale Level 3 — — 93,370 93,370
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In addition to the methodology to determine the fair value of the Company’s financial assets and liabilities reported at fair value, as previously described, the following methods and assumptions were used by the Company in arriving at the fair value of the Company’s other financial instruments in the table immediately above:
a. Cash and cash equivalents – Estimated fair value approximates the carrying value of such assets.
b. Repurchase agreements – The fair value of these repurchase agreements approximates cost as they are short term in nature.
c. Residential loan securitizations at amortized cost, net – The fair value of these CDOs is based on discounted cash flows as well as market pricing on comparable obligations.
d. Subordinated debentures – The fair value of these subordinated debentures is based on discounted cash flows using management’s estimate for market yields.
e. Senior unsecured notes – The fair value 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.
f. 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.
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18. Stockholders' Equity
(a) Preferred Stock
The Company had 200,000,000 authorized shares of preferred stock, par value $ 0.01 per share (the "Preferred Stock"), with 22,385,674 and 22,164,414 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, the Company has four outstanding series of cumulative redeemable preferred stock: 8.00 % Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”), 7.875 % Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), 6.875 % Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) and 7.000 % Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”). Each series of the Preferred Stock is senior to the Company’s common stock with respect to dividends and distributions upon liquidation, dissolution or winding up.
In March 2023, the Board of Directors approved a $ 100.0 million preferred stock repurchase program. The program, which 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 three and nine months ended September 30, 2025 and 2024. As of September 30, 2025, $ 97.6 million of the approved amount remained available for the repurchase of shares of Preferred Stock under the preferred stock repurchase program.
The following tables summarize the Company’s Preferred Stock issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
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)
Rate as of Period End
Fixed-to-Floating Rate
Series D 8,400,000 6,147,274 $ 148,585 $ 153,682 8.000 % October 15, 2027 October 15, 2027 3M LIBOR + 5.695 %
8.000 %
Series E 9,900,000 7,456,749 180,453 186,419 7.875 % January 15, 2025 January 15, 2025 3M SOFR + tenor spread adjustment of 0.26161 % + 6.429 %
11.008 %
Series F 7,750,000 5,804,794 139,792 145,120 6.875 % October 15, 2026 October 15, 2026 3M SOFR + 6.130 %
6.875 %
Fixed Rate
Series G 5,450,000 2,976,857 71,642 74,421 7.000 % January 15, 2027 7.000 %
Total 31,500,000 22,385,674 $ 540,472 $ 559,642
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December 31, 2024
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)
Rate as of Period End
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 %
8.000 %
Series E 9,900,000 7,343,151 177,697 183,579 7.875 % January 15, 2025 January 15, 2025 3M SOFR + tenor spread adjustment of 0.26161 % + 6.429 %
7.875 %
Series F 7,750,000 5,740,209 138,418 143,505 6.875 % October 15, 2026 October 15, 2026 3M SOFR + 6.130 %
6.875 %
Fixed Rate
Series G 5,450,000 2,973,736 71,585 74,343 7.000 % January 15, 2027 7.000 %
Total 31,500,000 22,164,414 $ 535,445 $ 554,110
(1) The Company's fixed rate preferred stock is entitled to receive a dividend at the contractual rate shown, per year on its $ 25 liquidation preference. Each series of fixed-to-floating rate preferred stock is entitled to receive a dividend at the contractual rate shown, respectively, per year on its $ 25 liquidation preference up to, but excluding, the fixed-to-floating rate conversion date.
(2) Each series of Preferred Stock is not redeemable by the Company prior to the respective optional redemption date disclosed except under circumstances intended to preserve the Company’s qualification as a REIT and except upon occurrence of a Change in Control (as defined in the Articles Supplementary designating the Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, respectively).
(3) Beginning on the respective fixed-to-floating rate conversion date, each of the Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock is entitled to receive a dividend on a floating rate basis according to the terms disclosed in footnotes (4) and (5) below.
(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 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.
For each series of Preferred Stock, on or after the respective optional redemption date disclosed, the Company may, at its option, redeem the respective series of Preferred Stock in whole or in part, at any time or from time to time, for cash at a redemption price equal to $ 25.00 per share, plus any accumulated and unpaid dividends. In addition, upon the occurrence of a change of control, the Company may, at its option, redeem the Preferred Stock in whole or in part, within 120 days after the first date on which such change of control occurred, for cash at a redemption price of $ 25.00 per share, plus any accumulated and unpaid dividends.
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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 until all unpaid dividends have been paid or declared and set apart for payment. In addition, certain material and adverse changes to the terms of any series of the Preferred Stock cannot be made without the affirmative vote of holders of at least two-thirds of the outstanding shares of the series of Preferred Stock whose terms are being changed.
The Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company’s common stock in connection with a change of control.
Upon the occurrence of a change of control, each holder of Preferred Stock will have the right (unless the Company has exercised its right to redeem the Preferred Stock) to convert some or all of the Preferred Stock held by such holder into a number of shares of our common stock per share of the applicable series of Preferred Stock determined by a formula, in each case, on the terms and subject to the conditions described in the applicable Articles Supplementary for such series.
(b) Dividends on Preferred Stock
The following table presents the relevant information with respect to quarterly cash dividends declared on the Preferred Stock commencing January 1, 2024 through September 30, 2025:
Cash Dividend Per Share
Declaration Date Record Date Payment Date Series D Preferred Stock Series E Preferred Stock Series F Preferred Stock
Series G Preferred Stock
September 15, 2025 October 1, 2025 October 15, 2025 $ 0.50 $ 0.703299100 $ 0.4296875 $ 0.43750
June 12, 2025 July 1, 2025 July 15, 2025 0.50 0.691771300 0.4296875 0.43750
March 20, 2025 April 1, 2025 April 15, 2025 0.50 0.687036875 0.4296875 0.43750
December 10, 2024 January 1, 2025 January 15, 2025 0.50 0.4921875 0.4296875 0.43750
September 19, 2024 October 1, 2024 October 15, 2024 0.50 0.4921875 0.4296875 0.43750
June 18, 2024 July 1, 2024 July 15, 2024 0.50 0.4921875 0.4296875 0.43750
March 13, 2024 April 1, 2024 April 15, 2024 0.50 0.4921875 0.4296875 0.43750
(c) Common Stock
The Company had 200,000,000 authorized shares of common stock, par value $ 0.01 per share, with 90,307,776 and 90,574,996 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.
In February 2022, the Board of Directors approved a $ 200.0 million common stock repurchase program. 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. The Company did not repurchase shares of its common stock during the three months ended September 30, 2025. During the nine months ended September 30, 2025, the Company repurchased 231,200 shares of its common stock pursuant to the common stock repurchase program for a total cost of approximately $ 1.5 million, including fees and commissions paid to the broker, representing an average repurchase price of $ 6.50 per common share.
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The Company did not repurchase shares of its common stock during the three months ended September 30, 2024. During the nine months ended September 30, 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.
As of September 30, 2025, $ 188.2 million of the approved amount remained available for the repurchase of shares of the Company's common stock under the common stock repurchase program.
(d) Dividends on Common Stock
The following table presents cash dividends declared by the Company on its common stock with respect to the quarterly periods commencing January 1, 2024 through September 30, 2025:
Period Declaration Date Record Date Payment Date Cash Dividend Per Share
Third Quarter 2025 September 15, 2025 September 25, 2025 October 30, 2025 $ 0.23
Second Quarter 2025 June 12, 2025 June 23, 2025 July 30, 2025 0.20
First Quarter 2025 March 20, 2025 March 31, 2025 April 28, 2025 0.20
Fourth Quarter 2024 December 10, 2024 December 20, 2024 January 23, 2025 0.20
Third Quarter 2024 September 19, 2024 September 30, 2024 October 28, 2024 0.20
Second Quarter 2024 June 18, 2024 June 28, 2024 July 29, 2024 0.20
First Quarter 2024 March 13, 2024 March 25, 2024 April 25, 2024 0.20
(e) Equity Distribution Agreements
On August 10, 2021, the Company entered into an equity distribution agreement (the “Common Equity Distribution Agreement”) with a sales agent, pursuant to which the Company may offer and sell shares of its common stock, par value $ 0.01 per share, having a maximum aggregate sales price of up to $ 100.0 million from time to time through the sales agent. The Company has no obligation to sell any of the shares of common stock issuable under the Common Equity Distribution Agreement and may at any time suspend solicitations and offers under the Common Equity Distribution Agreement.
There were no shares of the Company's common stock issued under the Common Equity Distribution Agreement during the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025, approximately $ 100.0 million of common stock remains available for issuance under the Common Equity Distribution Agreement.
On June 13, 2025, 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 its Preferred Stock, having a maximum aggregate gross sales price of up to $ 50.0 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.
The Preferred Equity Distribution Agreement replaced the Company's prior preferred equity distribution agreement with a sales agent dated March 29, 2019, as amended on March 2, 2022 (collectively, the “Prior Preferred Equity Distribution Agreement”), pursuant to which approximately $ 100.0 million of aggregate value of the Company's preferred stock remained available for issuance prior to termination.
During the three months ended September 30, 2025, the Company issued 45,765 shares of Preferred Stock under the Preferred Equity Distribution Agreement, at an average price of $ 23.64 per share, resulting in total net proceeds to the Company of approximately $ 1.1 million. During the nine months ended September 30, 2025, the Company issued 221,260 shares of Preferred Stock under the Preferred Equity Distribution Agreement, at an average price of $ 23.19 per share, resulting in total net proceeds to the Company of approximately $ 5.1 million. There were no shares of Preferred Stock issued under the Prior Preferred Equity Distribution Agreement during the three and nine months ended September 30, 2024. As of September 30, 2025, approximately $ 44.9 million of Preferred Stock remains available for issuance under the Preferred Equity Distribution Agreement.
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19. Earnings (Loss) Per Common Share
The Company calculates basic earnings (loss) per common share by dividing net income (loss) attributable to the Company's common stockholders for the period by weighted-average shares of common stock outstanding for that period. Diluted earnings (loss) per common share takes into account the effect of dilutive instruments, such as performance share units ("PSUs"), restricted stock units ("RSUs") and deferred stock units ("DSUs"), and the number of incremental shares that are to be added to the weighted-average number of shares outstanding.
During the three and nine months ended September 30, 2025, certain of the PSUs, RSUs and DSUs 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 and DSUs vest according to the respective PSU, RSU and DSU 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.
During the three months ended September 30, 2024, certain of the RSUs and DSUs 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. During the nine months ended September 30, 2024, the RSUs and 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.
During the three and nine months ended September 30, 2024, the PSUs awarded under the 2017 Plan were determined to be anti-dilutive and were not included in the calculation of diluted earnings (loss) per common share.
The following table presents the computation of basic and diluted earnings (loss) per common share for the periods indicated (dollar and share amounts in thousands, except per share amounts):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Basic Earnings (Loss) per Common Share:
Net income (loss) attributable to Company
$ 44,820 $ 42,849 $ 95,522 $ ( 30,640 )
Less: Preferred Stock dividends ( 12,118 ) ( 10,439 ) ( 36,021 ) ( 31,317 )
Net income (loss) attributable to Company's common stockholders
$ 32,702 $ 32,410 $ 59,501 $ ( 61,957 )
Basic weighted average common shares outstanding
90,406 90,582 90,437 90,895
Basic Earnings (Loss) per Common Share
$ 0.36 $ 0.36 $ 0.66 $ ( 0.68 )
Diluted Earnings (Loss) per Common Share:
Net income (loss) attributable to Company
$ 44,820 $ 42,849 $ 95,522 $ ( 30,640 )
Less: Preferred Stock dividends ( 12,118 ) ( 10,439 ) ( 36,021 ) ( 31,317 )
Net income (loss) attributable to Company's common stockholders
$ 32,702 $ 32,410 $ 59,501 $ ( 61,957 )
Weighted average common shares outstanding
90,406 90,582 90,437 90,895
Net effect of assumed PSUs vested 850 — 676 —
Net effect of assumed RSUs and DSUs vested
358 4 239 —
Diluted weighted average common shares outstanding
91,614 90,586 91,352 90,895
Diluted Earnings (Loss) per Common Share
$ 0.36 $ 0.36 $ 0.65 $ ( 0.68 )
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20. Stock Based Compensation
Pursuant to the 2017 Plan, as approved by the Company's stockholders, eligible employees, officers and directors of the Company and individuals who provide services to the Company are offered the opportunity to acquire the Company's common stock through equity awards under the 2017 Plan. The maximum number of shares that may be issued under the 2017 Plan is 10,792,500 .
Of the common stock authorized at September 30, 2025, 3,078,294 shares remain available for issuance under the 2017 Plan. The Company’s non-employee directors have been issued 319,934 shares under the 2017 Plan as of September 30, 2025. The Company’s employees have been issued 1,428,253 shares of restricted stock under the 2017 Plan as of September 30, 2025. At September 30, 2025, there were 226,890 shares of non-vested restricted stock outstanding, 2,863,258 common shares reserved for issuance in connection with outstanding PSUs under the 2017 Plan, 1,184,470 common shares reserved for issuance in connection with outstanding RSUs under the 2017 Plan and 204,378 common shares reserved for issuance in connection with outstanding DSUs under the 2017 Plan.
Of the common stock authorized at December 31, 2024, 5,093,685 shares were reserved for issuance under the 2017 Plan. The Company's non-employee directors had been issued 301,472 shares under the 2017 Plan as of December 31, 2024. The Company’s employees had been issued 1,475,184 shares of restricted stock under the 2017 Plan as of December 31, 2024. 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 .
(a) Restricted Common Stock Awards
During the three and nine months ended September 30, 2025, the Company recognized non-cash compensation expense on its restricted common stock awards of $ 0.4 million and $ 1.2 million , respectively. During the three and nine months ended September 30, 2024, the Company recognized non-cash compensation expense on its restricted common stock awards of $ 0.8 million and $ 2.4 million, respectively. Dividends are paid on all restricted stock issued, whether those shares have vested or not. Non-vested restricted stock is forfeited upon the recipient's termination of employment, subject to certain exceptions.
A summary of the activity of the Company's non-vested restricted stock under the 2017 Plan for the nine months ended September 30, 2025 and 2024, respectively, is presented below:
2025 2024
Number of
Non-vested
Restricted
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Restricted
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Non-vested shares as of January 1 538,159 $ 10.39 524,570 $ 13.57
Granted — — 342,628 8.23
Vested ( 264,338 ) 11.44 ( 246,917 ) 13.90
Forfeited ( 46,931 ) 9.31 ( 67,772 ) 10.09
Non-vested shares as of September 30
226,890 $ 9.39 552,509 $ 10.50
Restricted stock granted during the period
— $ — 342,628 $ 8.23
(1) The grant date fair value of restricted stock awards is based on the closing market price of the Company’s common stock at the grant date.
At September 30, 2025 and 2024, the Company had unrecognized compensation expense of $ 1.1 million and $ 3.6 million, respectively, related to the non-vested shares of restricted common stock under the 2017 Plan. The unrecognized compensation expense at September 30, 2025 is expected to be recognized over a weighted average period of 1.1 years . The total fair value of restricted shares vested during the nine months ended September 30, 2025 and 2024 was approximately $ 1.6 million and $ 2.1 million, respectively. 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.
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(b) Performance Share Units
During the nine months ended September 30, 2025 and 2024 , 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 a performance condition has been satisfied. The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan.
The grant date fair value of the PSUs was determined through a Monte-Carlo simulation of the Company’s common stock total shareholder return and the common stock total shareholder return of its identified performance peer companies to determine the relative total shareholder return of the Company’s common stock over a future period of three years . For PSUs granted, the inputs used by the model to determine the fair value are (i) historical stock price volatilities of the Company and its identified performance peer companies over the most recent three-year period and correlation between each company's stock and the identified performance peer group over the same time series and (ii) a risk free rate for the period interpolated from the U.S. Treasury yield curve on grant date.
The PSUs include dividend equivalent rights ("DERs") which shall remain outstanding from the grant date until the earlier of the settlement or forfeiture of the PSU to which the DER corresponds. Each vested DER entitles the holder to receive payments in an amount equal to any dividends paid by the Company in respect of the share of the Company’s common stock underlying the PSU to which such DER relates. Upon vesting of the PSUs, the DERs will also vest. DERs will be forfeited upon forfeiture of the corresponding PSUs. The DERs may be settled in cash or stock at the discretion of the Compensation Committee. The DERs that vested during the nine months ended September 30, 2024 were settled in cash.
A summary of the activity of the target PSU awards under the 2017 Plan for the nine months ended September 30, 2025 and 2024, respectively, is presented below:
2025 2024
Number of
Non-vested
Target
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Target
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Non-vested target PSUs as of January 1 939,523 $ 11.48 905,825 $ 18.12
Granted
710,132 6.82 384,584 5.72
Vested — — ( 350,886 ) 22.31
Forfeited
( 218,026 ) 18.66 — —
Non-vested target PSUs as of September 30
1,431,629 $ 8.08 939,523 $ 11.48
(1) The grant date fair value of the PSUs was determined through a Monte-Carlo simulation of the Company’s common stock total shareholder return and the common stock total shareholder return of its identified performance peer companies to determine the relative total shareholder return of the Company’s common stock over a future period of three years .
The three-year performance period for PSUs granted in 2022 ended on December 31, 2024 and the relative total shareholder return of the Company's common stock did not exceed the threshold amount for the performance period. Accordingly, all PSUs granted in 2022 did no t vest and target PSUs of 188,729 were forfeited during the nine months ended September 30, 2025. 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 nine months ended September 30, 2024 with a fair value of $ 3.6 million on the vesting date. The number of vested shares related to PSUs granted in 2021 was greater than the target PSUs of 350,886 . Non-vested PSUs are forfeited upon the recipient's termination of employment, subject to certain exceptions.
As of September 30, 2025 and 2024, there was $ 5.1 million and $ 4.4 million of unrecognized compensation cost related to the non-vested portion of the PSUs, respectively. The unrecognized compensation cost related to the non-vested portion of the PSUs at September 30, 2025 is expected to be recognized over a weighted average period of 1.9 years. Compensation expense related to the PSUs was $ 1.0 million and $ 2.7 million for the three and nine months ended September 30, 2025, respectively. Compensation expense related to the PSUs was $ 1.0 million and $ 2.7 million for the three and nine months ended September 30, 2024, respectively.
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(c) Restricted Stock Units
During the nine months ended September 30, 2025 and 2024 , the Company granted RSUs that had been approved by the Compensation Committee and the Board of Directors. Under the 2017 Plan, each RSU represents an unfunded promise to receive one share of the Company's common stock upon satisfaction of the vesting provisions. The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan. The requisite service period for RSUs at issuance is three years and the RSUs vest ratably over the requisite service period.
The RSUs include DERs which shall remain outstanding from the grant date until the earlier of the settlement or forfeiture of the RSU to which the DER corresponds. Each vested DER entitles the holder to receive payments in an amount equal to any dividends paid by the Company in respect of the share of the Company’s common stock underlying the RSU to which such DER relates. Upon vesting of the RSUs, the DERs will also vest. DERs will be forfeited upon forfeiture of the corresponding RSUs. The DERs may be settled in cash or stock at the discretion of the Compensation Committee. The DERs that vested during the nine months ended September 30, 2025 and 2024 were settled in cash.
A summary of the activity of the RSU awards under the 2017 Plan for the nine months ended September 30, 2025 and 2024, respectively, is presented below:
2025 2024
Number of
Non-vested
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Non-vested RSUs as of January 1 450,600 $ 9.59 351,974 $ 11.65
Granted
1,042,229 5.91 256,389 8.53
Vested ( 198,297 ) 10.24 ( 157,763 ) 12.45
Forfeited ( 110,062 ) 6.17 — —
Non-vested RSUs as of September 30
1,184,470 $ 6.56 450,600 $ 9.59
(1) The grant date fair value of RSUs is based on the closing market price of the Company’s common stock at the grant date.
During the nine months ended September 30, 2025, 198,297 shares of common stock were issued in connection with the vesting of RSUs at a fair value of $ 1.2 million on the vesting date. During the nine months ended September 30, 2024, 157,763 shares of common stock were issued in connection with the vesting of RSUs at a fair value of $ 1.3 million on the vesting date. Non-vested RSUs are forfeited upon the recipient's termination of employment, subject to certain exceptions.
As of September 30, 2025 and 2024, there was $ 5.3 million and $ 2.9 million of unrecognized compensation cost related to the non-vested portion of the RSUs, respectively. The unrecognized compensation cost related to the non-vested portion of the RSUs at September 30, 2025 is expected to be recognized over a weighted average period of 2.0 years . Compensation expense related to the RSUs was $ 0.8 million and $ 2.4 million for the three and nine months ended September 30, 2025, respectively. Compensation expense related to the RSUs was $ 0.6 million and $ 1.5 million for the three and nine months ended September 30, 2024, respectively.
(d) Deferred Stock Units
During the nine months ended September 30, 2025 and 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. Under the 2017 Plan, 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.
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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. The DERs that vested during the nine months ended September 30, 2025 were settled in cash.
A summary of the activity of the DSU awards under the 2017 Plan for the nine months ended September 30, 2025 and 2024, respectively, is presented below:
2025 2024
Number of
Non-vested
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Non-vested DSUs as of January 1 110,772 $ 6.50 — $ —
Granted
112,068 6.96 110,772 6.50
Vested ( 110,772 ) 6.50 — —
Non-vested DSUs as of September 30
112,068 $ 6.96 110,772 $ 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.
Non-employee directors may elect to defer issuance of shares of common stock in connection with the vesting of DSUs. During the nine months ended September 30, 2025, 110,772 DSUs vested at a fair value of $ 0.8 million on the vesting date, of which 18,462 shares of common stock were issued at a fair value of $ 0.1 million. 92,310 common shares remain reserved for issuance in connection with vested DSUs as of September 30, 2025.
As of September 30, 2025 and 2024, there was $ 0.5 million and $ 0.6 million of unrecognized compensation cost related to the non-vested portion of the DSUs, respectively. The unrecognized compensation cost related to the non-vested portion of the DSUs at September 30, 2025 is expected to be recognized over a weighted average period of 0.7 years . Compensation expense related to the DSUs was $ 0.2 million and $ 0.6 million for the three and nine months ended September 30, 2025, respectively. Compensation expense related to the DSUs was $ 0.1 million for the three and nine months ended September 30, 2024.
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21. Income Taxes
For the three and nine months ended September 30, 2025 and 2024, the Company qualified to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, for U.S. federal income tax purposes. As long as the Company qualifies as a REIT, the Company generally will not be subject to U.S. federal income taxes on its taxable income to the extent it annually distributes at least 100% of its taxable income to stockholders and does not engage in prohibited transactions. Certain activities the Company performs may produce income that will not be qualifying income for REIT purposes. The Company has designated its TRSs to engage in these activities. The tables below reflect the taxes accrued at the TRS level and the tax attributes included in the condensed consolidated financial statements.
The income tax (benefit) expense for the three and nine months ended September 30, 2025 and 2024, respectively, is comprised of the following components (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Current income tax (benefit) expense
$ ( 308 ) $ — $ 178 $ 163
Deferred income tax expense
10 2,325 11 2,393
Total income tax (benefit) expense
$ ( 298 ) $ 2,325 $ 189 $ 2,556
Deferred Tax Assets and Liabilities
The major sources of temporary differences included in the deferred tax assets (liabilities) and their deferred tax effect as of September 30, 2025 and December 31, 2024, respectively, are as follows (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Deferred tax assets
Net operating loss carryforward $ 8,966 $ 9,671
Capital loss carryover 20,719 16,259
GAAP/Tax basis differences 9,220 11,346
Deferred tax assets
38,905 37,276
Less: Valuation allowance
( 29,532 ) ( 26,412 )
Net deferred tax assets (1)
9,373 10,864
Deferred tax liabilities
GAAP/Tax basis differences 7,802 9,282
Deferred tax liabilities (2)
7,802 9,282
Total net deferred tax asset $ 1,571 $ 1,582
(1) Included in other assets in the accompanying condensed consolidated balance sheets.
(2) Included in other liabilities in the accompanying condensed consolidated balance sheets.
As of September 30, 2025, the Company, through wholly-owned TRSs, had incurred net operating losses in the aggregate amount of approximately $ 40.4 million. The Company’s carryforward net operating losses can be carried forward indefinitely until they are offset by future taxable income. Additionally, as of September 30, 2025, the Company, through its wholly-owned TRSs, had also incurred approximately $ 93.4 million in capital losses. The Company's carryforward capital losses will expire between 2025 and 2030 if they are not offset by future capital gains.
As of September 30, 2025, the Company has recorded a valuation allowance against certain deferred tax assets as management does not believe that it is more likely than not that these deferred tax assets will be realized. The change in the valuation for the current year is an increase of approximately $ 3.1 million. The Company will continue to monitor positive and negative evidence related to the utilization of the remaining deferred tax assets for which a valuation allowance continues to be provided.
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The Company files income tax returns with the U.S. federal government and various state and local jurisdictions. The Company's federal, state and city income tax returns are subject to examination by the Internal Revenue Service and related tax authorities generally for three years after they were filed. The Company has assessed its tax positions for all open years and concluded that there are no material uncertainties to be recognized.
Based on the Company’s evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. To the extent that the Company incurs interest and accrued penalties in connection with its tax obligations, including expenses related to the Company’s evaluation of unrecognized tax positions, such amounts will be included in income tax expense.
Recent Tax Law Changes
On July 4, 2025, the legislation known as the One Big Beautiful Bill Act (the “OBBBA”) was signed into law. The OBBBA made significant changes to the U.S. federal income tax law that impact REITs and their investors. Specifically, the OBBBA increases the REIT asset test limitation on the value of TRS securities a REIT may hold from 20% to 25% for taxable years beginning after December 31, 2025. As a result, for taxable years beginning after December 31, 2025, the aggregate value of all securities of TRSs held by a REIT may not exceed 25% of the value of its total assets. The OBBBA also makes permanent the 20% deduction for “qualified REIT dividends” (i.e., REIT dividends other than capital gain dividends and portions of REIT dividends designated as qualified dividend income) for individuals, trusts, and estates that was set to sunset for taxable years beginning after December 31, 2025. In addition, for taxable years beginning after December 31, 2024, the OBBBA restored the exclusion of deductions for depreciation, depletion and amortization in the calculation of a taxpayer’s “adjusted taxable income” for purposes of calculating the limitation on the taxpayer’s net interest expense deduction, which was previously in effect for taxable years beginning before January 1, 2022.
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22. Net Interest Income
The following table details the components of the Company's interest income and interest expense for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended
September 30, For the Nine Months Ended
September 30,
2025 2024 2025 2024
Interest income
Investment securities available for sale $ 87,565 $ 44,431 $ 220,106 $ 112,785
Residential loans
Residential loans 9,036 16,237 27,694 39,723
Consolidated SLST 14,306 11,002 36,936 28,284
Residential loans held in securitization trusts 43,392 31,833 132,609 88,866
Total residential loans 66,734 59,072 197,239 156,873
Residential loans held for sale
2,149 — 2,149 —
Multi-family loans 2,090 2,646 6,846 7,957
Other 2,095 2,212 4,928 5,412
Total interest income 160,633 108,361 431,268 283,027
Interest expense
Repurchase agreements and warehouse facilities
71,550 52,326 180,063 133,059
Collateralized debt obligations
Consolidated SLST 11,199 7,375 26,592 19,928
Residential loan securitizations 31,478 23,435 94,657 62,462
Non-Agency RMBS re-securitization
1,239 906 3,794 906
Total collateralized debt obligations 43,916 31,716 125,043 83,296
Senior unsecured notes 7,615 3,001 17,160 6,303
Subordinated debentures 966 1,081 2,871 3,225
Total interest expense 124,047 88,124 325,137 225,883
Net interest income $ 36,586 $ 20,237 $ 106,131 $ 57,144
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23. Other Income
The following table details the components of the Company's other income for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Servicing fee income
$ 1,999 $ — $ 5,952 $ —
Gain on sale of real estate (1)
74 17,903 10 18,164
Gain on de-consolidation of joint venture equity investment in Consolidated VIEs — 3,393 — 3,703
Loss on extinguishment of collateralized debt obligations and mortgages payable on real estate ( 448 ) ( 1,699 ) ( 448 ) ( 2,391 )
Miscellaneous (2)
( 146 ) 118 130 ( 2,935 )
Total other income
$ 1,479 $ 19,715 $ 5,644 $ 16,541
(1) See Notes 8 and 9 for description of nature of transactions out of which items arose.
(2) During the nine months ended September 30, 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 ) .
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24. Business Combination
On July 15, 2025, (the "Acquisition Date"), the Company, through a wholly owned subsidiary, acquired the outstanding ownership interests in Constructive that were not previously owned by the Company through the consummation of a membership interest purchase agreement, thereby increasing the Company's ownership of Constructive to 100 %. Constructive is a business purpose loan lender specializing in rental and transitional loans for real estate investors. In increasing the Company's ownership of Constructive to 100 %, the Company bolstered its access to Constructive's proprietary origination channels and third-party distribution network. The results of Constructive's operations have been included in the condensed consolidated financial statements since the Acquisition Date.
The estimated Acquisition Date fair value of the consideration transferred totaled approximately $ 67.8 million, which consisted of the following (dollar amounts in thousands):
Cash (1)
$ 31,525
Holdback for representations and warranties (2)
2,500
Fair value of previously held membership interests
33,759
Total consideration transferred
$ 67,784
(1) Includes initial cash consideration of approximately $ 31.5 million and a post-closing working capital adjustment of approximately $ 15.1 thousand which was delivered to the sellers of Constructive on September 24, 2025.
(2) The holdback for representations and warranties in the amount of $ 2.5 million is to be released to the sellers, net of losses incurred or sustained by the Company related to representation or warranties made by the sellers for conditions that existed as of the Acquisition Date, if any, on January 15, 2027.
Prior to the Acquisition Date, the Company owned 50 % of the outstanding ownership interests in Constructive which it accounted for as an equity method investment, utilizing the fair value election ( see Note 6 ). The Acquisition Date fair value of the Company's previously held ownership interest in Constructive was approximately $ 33.8 million and is included in the measurement of consideration transferred. The Company determined the estimated fair value of its previously held ownership interests in Constructive using weighted multiples of origination volume and earnings before taxes, depreciation and amortization and NAV of the entity. Also prior to the Acquisition Date, the Company purchased business purpose loans from Constructive ( see Note 6 ).
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed by the Company at the Acquisition Date (dollar amounts in thousands). The membership interest purchase agreement included a post-closing working capital adjustment that was calculated as approximately $ 15.1 thousand and was settled with the sellers of Constructive on September 24, 2025. The holdback for representations and warranties described above will be settled with the sellers of Constructive after the Acquisition Date. The Company has also engaged a third party specialist for valuations of certain intangible assets. Thus, the provisional measurements of assets and liabilities are subject to change.
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Cash
$ 10,670
Residential loans
580
Residential loans held for sale
145,748
Restricted cash (1)
4,122
Other assets
8,982
Intangible assets (1)
18,000
Total identifiable assets acquired
$ 188,102
Repurchase agreements and warehouse facilities
$ 135,817
Other liabilities
6,897
Total liabilities assumed
$ 142,714
Net identifiable assets acquired
$ 45,388
Goodwill
$ 22,396
Net assets acquired
$ 67,784
(1) Included in other assets on the condensed consolidated balance sheets.
The approximately $ 18.0 million of identified intangible assets were recognized at estimated fair value on the Acquisition Date. Intangible assets haven been provisionally assigned as shown in the following table (dollar amounts in thousands). As noted earlier, the fair values of the acquired identifiable intangible assets are provisional pending final valuations for these assets.
Intangible asset
Acquisition Date Fair Value
Accumulated Amortization
Carrying Value at September 30, 2025
Amortization Period (Years)
Customer relationships
$ 17,000 $ ( 354 ) $ 16,646 10
Trade name
1,000 ( 19 ) 981 11
Total identified intangible assets (weighted average amortization period)
$ 18,000 $ ( 373 ) $ 17,627 10.06
During the three and nine months ended September 30, 2025, the Company recognized $ 0.4 million of amortization expense related to these intangible assets, which is included in general and administrative expenses on the Company's condensed consolidated statements of operations. The estimated amortization expense related to the acquired identifiable intangible assets is as follows (dollar amounts in thousands):
Amortization expense for
Year Ending December 31, Customer relationships
Trade name
2026 $ 1,700 $ 91
2027 $ 1,700 $ 91
2028 $ 1,700 $ 91
2029 $ 1,700 $ 91
2030 $ 1,700 $ 91
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The $ 22.4 million of goodwill recognized is attributable primarily to the expected benefits arising from synergies with the Company's existing operations, the assembled workforce of Constructive and the anticipated growth opportunities from expanding the Company's business purpose lending platform and is assigned to the Constructive reporting unit ( see Note 25 ) for the Company's ongoing evaluation of goodwill for impairment in accordance with ASC 350, Intangibles - Goodwill and Other. As of September 30, 2025, there was a change in the recognized amount of goodwill as a result of payment of the post-closing working capital adjustment of approximately $ 15.1 thousand. As noted earlier, the goodwill recorded is provisional pending final valuations of assets and losses incurred or sustained by the Company related to representation or warranties made by the sellers as of the Acquisition Date. The Company estimates that $ 20.3 million of goodwill is deductible for tax purposes.
The amount of revenue of Constructive included in the Company's condensed consolidated statements of operations for the period from the Acquisition Date through September 30, 2025 is $ 14.4 million. The Company recognized acquisition-related costs of approximately $ 1.3 million, which are included in portfolio operating expenses on the condensed consolidated statements of operations.
The following table presents the pro forma consolidated revenue and net income (loss) attributable to the Company's common stockholders as if Constructive had been included in the consolidated results of the Company for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
Revenue
$ 151,715 $ 142,053 $ 403,443 $ 242,153
Net income (loss) attributable to Company's common stockholders
$ 33,787 $ 30,808 $ 73,531 $ ( 53,373 )
Basic proforma earnings per common share
$ 0.37 $ 0.34 $ 0.81 $ ( 0.59 )
Diluted pro forma earnings per common share
$ 0.37 $ 0.34 $ 0.80 $ ( 0.59 )
These amounts have been calculated after applying the Company's accounting policies and adjustments for consolidation and amortization that would have been recorded assuming the estimated fair value adjustments to intangible assets had been applied on January 1, 2024. Material, nonrecurring pro forma adjustments directly attributable to the business combination have been included in the pro forma revenue and net income (loss) attributable to the Company's common stockholders shown above as if the transaction occurred on January 1, 2024. These adjustments include acquisition expenses and estimated income tax expense.
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25. Segment Reporting
As of September 30, 2025, the Company operates in two reportable segments: (i) investment portfolio and (ii) Constructive. The accounting policies applied to the segments are the same as those described in Note 2 to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as updated in Note 2 in this Quarterly Report on Form 10-Q, with the exception of allocations of certain corporate expenses not directly assigned or allocated to one of the Company's two reportable segments. The activities within Corporate/Other are reconciling items to the condensed consolidated financial statements and primarily consist of general and administrative expenses not directly attributable to Constructive, interest expense on senior unsecured notes and subordinated debentures ( see Note 15 ), financing transaction costs unrelated to securitizations and preferred stock dividends.
The Company is in the business of acquiring, investing in, financing and managing primarily mortgage-related residential assets (the “investment portfolio”) in the United States, which includes residential loans, investment securities, multi-family loans and equity investments and single-family rental properties. The Company derives revenues from management of the investment portfolio, including interest income, net income (loss) from real estate and other income. On July 15, 2025, the Company acquired the outstanding 50 % ownership interests in Constructive through the consummation of a membership interest purchase agreement. Constructive is a business purpose loan lender specializing in rental and transitional loans for real estate investors that derives revenues from the origination and sale of loans. In the normal course of business, business purpose loans are originated by Constructive and may subsequently be transferred to the investment portfolio segment as whole loans. All business purpose loans are accounted for under the fair value option and amounts transferred between reportable segments are accounted for at fair value at the time of transfer.
The structure of the reportable segments is differentiated by the nature of the business activities, which is consistent with the reporting structure of the Company and the financial information provided to the Company’s chief operating decision maker (“CODM”). The CODM is the Company’s Chief Executive Officer. The operating results of the Company’s investment portfolio and Constructive are regularly reviewed by the CODM based upon segment assets and net income (loss) before income taxes.
The CODM utilizes the information reviewed to evaluate financial performance, benchmark results to those of peers and monitor actual performance against projected performance. Net income (loss) before income taxes 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, strategy and financing and capital and resource allocations rely on the determination of the CODM.
Prior to the acquisition of a controlling financial interest in Constructive in July 2025, the Company consisted of a single operating and reporting segment and the condensed consolidated financial statements and notes thereto were a single reportable segment. Accordingly, segment information for prior periods has not been recast. For the three and nine months ended September 30, 2024, the CODM also considered significant, and regularly reviewed, consolidated salaries and benefits expense in the amounts of approximately $ 8.4 million and $ 25.2 million, respectively, which is included in general and administrative expenses in the accompanying condensed consolidated statements of operations.
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The following tables present financial information by reportable segment for the three and nine months ended September 30, 2025, respectively, which in total reconciles to the same data for the Company on a consolidated basis (dollar amounts in thousands):
For the Three Months Ended September 30, 2025
Investment Portfolio
Constructive
Corporate/Other
Total
NET INTEREST INCOME:
Interest income $ 158,421 $ 2,192 $ 20 $ 160,633
Interest expense 113,398 2,068 8,581 124,047
Total net interest income (loss)
45,023 124 ( 8,561 ) 36,586
NET LOSS FROM REAL ESTATE:
Rental income 16,600 — — 16,600
Other real estate income 2,504 — — 2,504
Total income from real estate 19,104 — — 19,104
Interest expense, mortgages payable on real estate 5,409 — — 5,409
Depreciation and amortization 5,936 — — 5,936
Other real estate expenses 11,637 — — 11,637
Total expenses related to real estate 22,982 — — 22,982
Total net loss from real estate ( 3,878 ) — — ( 3,878 )
OTHER INCOME (LOSS):
Realized losses, net
( 5,610 ) — — ( 5,610 )
Unrealized gains (losses), net
60,024 — ( 5,172 ) 54,852
Loss on derivative instruments, net
( 10,912 ) ( 1,941 ) ( 153 ) ( 13,006 )
Mortgage banking activities, net — 14,103 — 14,103
(Loss) income from equity investments
( 1,642 ) — 47 ( 1,595 )
Impairment of real estate
( 1,619 ) — — ( 1,619 )
Other income (loss)
1,479 — — 1,479
Total other income (loss)
41,720 12,162 ( 5,278 ) 48,604
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses
463 12,274 10,612 23,349
Portfolio operating expenses 6,040 — 707 6,747
Loan origination costs
— 3,788 — 3,788
Financing transaction costs
4,306 — 3,635 7,941
Total general, administrative and operating expenses
10,809 16,062 14,954 41,825
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES
72,056 ( 3,776 ) ( 28,793 ) 39,487
Income tax expense (benefit)
12 — ( 310 ) ( 298 )
NET INCOME (LOSS)
72,044 ( 3,776 ) ( 28,483 ) 39,785
Net loss attributable to non-controlling interests 5,035 — — 5,035
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY
77,079 ( 3,776 ) ( 28,483 ) 44,820
Preferred stock dividends — — ( 12,118 ) ( 12,118 )
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 77,079 $ ( 3,776 ) $ ( 40,601 ) $ 32,702
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For the Nine Months Ended September 30, 2025
Investment Portfolio
Constructive Corporate/Other
Total
NET INTEREST INCOME:
Interest income $ 429,025 $ 2,192 $ 51 $ 431,268
Interest expense 303,038 2,068 20,031 325,137
Total net interest income (loss)
125,987 124 ( 19,980 ) 106,131
NET LOSS FROM REAL ESTATE:
Rental income 51,940 — — 51,940
Other real estate income 8,457 — — 8,457
Total income from real estate 60,397 — — 60,397
Interest expense, mortgages payable on real estate 17,298 — — 17,298
Depreciation and amortization 17,759 — — 17,759
Other real estate expenses 34,466 — — 34,466
Total expenses related to real estate 69,523 — — 69,523
Total net loss from real estate ( 9,126 ) — — ( 9,126 )
OTHER INCOME:
Realized losses, net ( 50,481 ) — — ( 50,481 )
Unrealized gains, net
197,450 — 220 197,670
(Losses) gains on derivative instruments, net ( 87,995 ) ( 1,941 ) 3,162 ( 86,774 )
Mortgage banking activities, net — 14,103 — 14,103
Income (loss) from equity investments
2,121 — ( 1,554 ) 567
Impairment of real estate ( 9,437 ) — — ( 9,437 )
Other income
5,644 — — 5,644
Total other income
57,302 12,162 1,828 71,292
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses 1,277 12,274 33,998 47,549
Portfolio operating expenses 20,040 — 1,267 21,307
Loan origination costs
— 3,788 — 3,788
Financing transaction costs 6,589 — 7,584 14,173
Total general, administrative and operating expenses 27,906 16,062 42,849 86,817
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES 146,257 ( 3,776 ) ( 61,001 ) 81,480
Income tax expense
26 — 163 189
NET INCOME (LOSS) 146,231 ( 3,776 ) ( 61,164 ) 81,291
Net loss attributable to non-controlling interests 14,231 — — 14,231
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY 160,462 ( 3,776 ) ( 61,164 ) 95,522
Preferred stock dividends — — ( 36,021 ) ( 36,021 )
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 160,462 $ ( 3,776 ) $ ( 97,185 ) $ 59,501
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The following table presents the Company's assets by reportable segment as of September 30, 2025, which in total reconciles to the same data for the Company on a consolidated basis (dollar amounts in thousands):
Investment Portfolio (1)
Constructive (2)
Corporate/Other
Total
Total Assets
$ 11,983,324 $ 224,261 $ 194,277 $ 12,401,862
(1) The Company had investments in equity method investees in the amount of approximately $ 28.8 million as of September 30, 2025 ( see Note 6 ). During the nine months ended September 30, 2025, the Company's expenditures for long-lived assets totaled approximately $ 6.9 million.
(2) Goodwill in the amount of approximately $ 22.4 million was allocated to Constructive during the three months ended September 30, 2025 ( see Note 24 ).
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
When used in this Quarterly Report on Form 10-Q, in future filings with the SEC or in press releases or other written or oral communications issued or made by us, statements which are not historical in nature, including those containing words such as “will,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “could,” “would,” “should,” “may,” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions.
Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results and outcomes could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation:
• changes in our business and investment strategy;
• inflation and changes in interest rates and the fair market value of our assets, including negative changes resulting in margin calls relating to the financing of our assets;
• changes in credit spreads;
• changes in the long-term credit ratings of the U.S., Fannie Mae, Freddie Mac, and Ginnie Mae;
• general volatility of the markets in which we invest;
• changes in prepayment rates on the loans we own or that underlie our investment securities;
• increased rates of default, delinquency or vacancy and/or decreased recovery rates on or at our assets;
• our ability to identify and acquire our targeted assets, including assets in our investment pipeline;
• our ability to dispose of assets from time to time on terms favorable to us;
• changes in our relationships with our financing counterparties and our ability to borrow to finance our assets and the terms thereof;
• changes in our relationships with and/or the performance of our operating partners;
• our ability to predict and control costs;
• changes in laws, regulations or policies affecting our business;
• our ability to make distributions to our stockholders in the future;
• our ability to maintain our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes;
• our ability to maintain our exemption from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
• impairments and declines in the value of the collateral underlying our investments;
• changes in the benefits we anticipate from the acquisition of Constructive Loans, LLC (“Constructive”);
• our ability to effectively integrate Constructive into our Company and the risks associated with the ongoing operation thereof;
• our ability to manage or hedge credit risk, interest rate risk, and other financial and operational risks;
• our exposure to liquidity risk, risks associated with the use of leverage, and market risks; and
• risks associated with investing in real estate assets and/or operating companies, including changes in business conditions and the general economy, the availability of investment opportunities and conditions in markets for residential loans, mortgage-backed securities, structured multi-family investments and other assets that we own or in which we invest.
These and other risks, uncertainties and factors, including the risk factors described in our most recent Annual Report on Form 10-K and in this Quarterly Report on Form 10-Q, as updated by those risks described in our subsequent filings with the SEC under the Exchange Act, could cause our actual results to differ materially from those projected in any forward-looking statements we make. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Defined Terms
In this Quarterly Report on Form 10-Q we refer to Adamas Trust, Inc., together with its consolidated subsidiaries, as “Adamas,” “we,” “us,” “Company,” or “our,” unless we specifically state otherwise or the context indicates otherwise, and we refer to our wholly-owned taxable REIT subsidiaries as “TRSs” and our wholly-owned qualified REIT subsidiaries as “QRSs.” In addition, the following defines certain of the commonly used terms in this report:
• “ABS” refers to debt and/or equity tranches of securitizations backed by various asset classes including, but not limited to, automobiles, aircraft, credit cards, equipment, franchises, recreational vehicles and student loans;
• “Agency ARMs” refers to Agency RMBS comprised of adjustable-rate and hybrid adjustable-rate RMBS;
• “Agency fixed-rate RMBS” refers to Agency RMBS comprised of fixed-rate RMBS;
• “Agency investments” refers to Agency RMBS and TBAs;
• “Agency RMBS” refers to RMBS representing interests in or obligations backed by pools of residential loans guaranteed by a government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage Corporation ("Freddie Mac"), or an agency of the U.S. government, such as the Governmental National Mortgage Association (“Ginnie Mae”);
• “ARMs” refers to adjustable-rate residential loans;
• “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;
• “CDO” refers to collateralized debt obligation and includes debt that permanently finances the residential loans held in Consolidated SLST, the Company's residential loans held in securitization trusts and a non-Agency RMBS re-securitization that we consolidate, or consolidated, in our financial statements in accordance with GAAP;
• “CMBS” refers to commercial mortgage-backed securities comprised of commercial mortgage pass-through securities issued by a GSE, as well as PO, IO or mezzanine securities that represent the right to a specific component of the cash flow from a pool of commercial mortgage loans;
• “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;
• “excess mortgage servicing spread” or “excess MSR” refers to the difference between the contractual servicing fee with Fannie Mae, Freddie Mac or Ginnie Mae and the base servicing fee that is retained as compensation for servicing or subservicing the related mortgage loans pursuant to the applicable servicing contract;
• “GAAP” refers to generally accepted accounting principles within the United States;
• “IOs” refers collectively to interest only and inverse interest only mortgage-backed securities that represent the right to the interest component of the cash flow from a pool of mortgage loans;
• “MBS” refers to mortgage-backed securities;
• “Mezzanine Lending” refers, collectively, to preferred equity and mezzanine loan investments in multi-family properties;
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• “MSRs” refers to mortgage servicing rights that represent the contractual right to service residential loans;
• “multi-family CMBS” refers to CMBS backed by commercial mortgage loans on multi-family properties;
• “non-Agency RMBS” refers to RMBS that are not guaranteed by any agency of the U.S. Government or GSE;
• “POs” refers to mortgage-backed securities that represent the right to the principal component of the cash flow from a pool of mortgage loans;
• “RMBS” refers to residential mortgage-backed securities backed by adjustable-rate, hybrid adjustable-rate or fixed-rate residential loans;
• “second mortgages” refers to liens on residential properties that are subordinate to more senior mortgages or loans;
• “TBAs” refers to to-be-announced securities that are forward contracts for the purchase or sale of Agency fixed-rate RMBS at a predetermined price, face amount, issuer, coupon, and stated maturity on an agreed-upon future date;
• “TBA dollar roll income” refers to the difference in price between two TBA contracts with the same terms but different settlement dates that are simultaneously bought and sold; and
• “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.
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Investing Activity
During the three months ended September 30, 2025 , we continued to expand our investment securities and residential loan portfolios and completed our purchase of the outstanding membership interests in Constructive that were not previously owned. Our investment activity was offset primarily by repayments, residential loan sales and the completion of the disposition of our joint venture equity investments in multi-family properties. The following table presents investment activity for the three months ended September 30, 2025 (dollar amounts in thousands):
June 30, 2025 Acquisitions/Originations (1)
Repayments (2)
Sales Transfers/Initial Consolidation (3)
Fair Value Changes and Other (4)
September 30, 2025
Investment securities
Agency RMBS and TBAs (5)
$ 4,939,963 $ 1,816,692 $ (141,333) $ — $ — $ 43,324 $ 6,658,646
Non-Agency RMBS 39,367 — (12,507) — — 1,314 28,174
U.S. Treasury securities
140,435 39,450 — — — 2,653 182,538
Total investment securities available for sale and TBAs
5,119,765 1,856,142 (153,840) — — 47,291 6,869,358
Consolidated SLST (6)
160,930 — (3,531) — — 1,392 158,791
Total investment securities 5,280,695 1,856,142 (157,371) — — 48,683 7,028,149
Residential loans (7)
2,826,644 525,745 (321,888) (128,165) 55,231 11,481 2,969,048
Residential loans held for sale
— 382,443 (137) (218,031) (68,063) 8,824 105,036
Preferred equity investments, mezzanine loans and equity investments 166,439 — (19,250) — (37,164) (12,553) 97,472
Equity investments in consolidated multi-family properties (8)
155,581 925 (1,280) — — 2,159 157,385
Equity investments in disposal group held for sale (9)
17,386 — (16,230) (500) — 22 678
Single-family rental properties 137,075 294 — (2,683) — (2,702) 131,984
MSRs
19,449 — — — 3,546 (1,099) 21,896
Total investments
$ 8,603,269 $ 2,765,549 $ (516,156) $ (349,379) $ (46,450) $ 54,815 $ 10,511,648
(1) Also includes draws funded for business purpose bridge loans and existing equity investments in consolidated multi-family properties, cost basis of new TBA positions and capitalized costs for single-family rental properties.
(2) Includes principal repayments and return of invested capital.
(3) Includes residential loans, residential loans held for sale and mortgage servicing rights resulting from the Company's acquisition on July 15, 2025 of the membership interests in Constructive that were not previously owned by the Company, which resulted in consolidation of Constructive into the Company's financial statements. Also includes in-kind distribution of mortgage servicing rights received from Constructive prior to July 15, 2025.
(4) Primarily includes net realized gains or losses, changes in net unrealized gains or losses (including reversals of previously recognized net unrealized gains or losses on sales or redemptions), net amortization/accretion/depreciation and net loss from real estate attributable to the Company.
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(5) I ncludes TBAs that are recorded as derivative instruments in the Company's condensed consolidated financial statements. As of September 30, 2025, our TBAs had a net carrying value of $0.1 million reported in other liabilities on the Company's condensed consolidated balance sheets. The net carrying value represents the difference between the implied fair value of the underlying security in the TBA contract and the price to be paid or received for the underlying security (or cost basis).
(6) Consolidated SLST is primarily presented on our condensed consolidated balance sheets as residential loans, at fair value and collateralized debt obligations, at fair value. A reconciliation to our condensed consolidated financial statements as of September 30, 2025 and June 30, 2025, respectively, follows (dollar amounts in thousands):
September 30, 2025 June 30, 2025
Residential loans, at fair value $ 1,182,599 $ 1,199,383
Deferred interest (a)
(6,856) (6,556)
Less: Collateralized debt obligations, at fair value (1,016,952) (1,031,897)
Consolidated SLST investment securities owned by Adamas
$ 158,791 $ 160,930
(a) Included in other liabilities on our condensed consolidated balance sheets as of September 30, 2025 and June 30, 2025.
(7) Residential loans include transfers of originated loans from Constructive segment to investment portfolio segment at fair value on the date of transfer.
(8) See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Equity Investments in Multi-Family Entities" for a reconciliation of equity investments in consolidated multi-family properties and disposal group held for sale to the Company's condensed consolidated balance sheets.
(9) The Company repositioned 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 assets and liabilities related to certain joint venture equity investments in multi-family properties are included in assets and liabilities of disposal group held for sale on the accompanying condensed consolidated balance sheets. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Equity Investments in Multi-Family Entities" for a reconciliation of equity investments in consolidated multi-family properties and disposal group held for sale to the Company's condensed consolidated balance sheets.
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General
We are an internally-managed REIT for U.S. federal income tax purposes focused on strategically deploying capital across complementary businesses to generate durable earnings and long-term value for stockholders through disciplined portfolio management and an operating platform designed to capture opportunities across real estate and capital markets. Our current investment portfolio includes credit sensitive single-family and multi-family assets, as well as other types of fixed-income investments such as Agency RMBS. Through our wholly-owned subsidiary, Constructive Loans, LLC ("Constructive"), we also originate business purpose loans for residential real estate investors. On September 3, 2025, we changed our name from New York Mortgage Trust, Inc. to Adamas Trust, Inc.
We have elected to be taxed as a REIT for U.S. federal income tax purposes and have complied, and intend to continue to comply, with the provisions of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), with respect thereto. Accordingly, we do not expect to be subject to U.S. federal income tax on our REIT taxable income that we currently distribute to our stockholders if certain asset, income, distribution and ownership tests and record keeping requirements are fulfilled. Even if we maintain our qualification as a REIT, we expect to be subject to some U.S. federal, state and local taxes on income generated in our TRSs.
Executive Summary
Since 2023, we have actively repositioned our investment portfolio with the objective of enhancing recurring income for our stockholders. Our investment strategy since that time has focused on acquiring assets with less price sensitivity to credit deterioration, like Agency RMBS, and short duration, higher-coupon investments, like business purpose loans. We have also prioritized optimizing our financing structures and expanding our network of originator partnerships to support increased acquisition volumes.
The third quarter of 2025 represented a strategically significant period for the Company. The quarter was marked by our corporate rebranding, acquisition of Constructive, continued earnings growth, record investment activity and further execution of the Company’s capital rotation strategy designed to enhance recurring income, improve portfolio liquidity and strengthen our operating platform.
Net income attributable to common stockholders was $32.7 million, or $0.36 per share, for the quarter ended September 30, 2025. Earnings available for distribution (“EAD”), a non-GAAP financial measure, increased 9% quarter-over-quarter to $0.24 per share, representing the sixth consecutive quarterly increase and a 140% year-over-year improvement. GAAP book value per share as of September 30, 2025 increased 1.0% to $9.20 and adjusted book value per share as of September 30, 2025 rose 1.2% to $10.38, resulting in a quarterly economic return of 3.51% and 3.41% on GAAP book value per share and adjusted book value per share, respectively. Supported by this sustained earnings momentum, our Board of Directors declared a quarterly dividend of $0.23 per share, a 15% increase from the prior quarter, equating to a 13.2% annualized dividend yield as of September 30, 2025.
During the quarter ended September 30, 2025, we achieved the highest level of quarterly investment activity in our history, expanding our investment portfolio by approximately $1.8 billion, or 20%, to $10.4 billion. Total acquisitions of $2.4 billion were primarily concentrated in Agency RMBS and business purpose loans, including $1.8 billion of Agency RMBS and $522 million of business purpose loans. Our disciplined capital allocation continued to emphasize liquidity, stability, and shorter-duration exposure, with Agency RMBS now representing greater than a majority of our capital. We believe this repositioning has enhanced the resilience of our earnings profile and strengthened our ability to navigate evolving market conditions.
On July 15, 2025, we completed the acquisition of the remaining 50% interest in Constructive, resulting in full ownership and consolidation of Constructive’s financial results beginning in the third quarter. Constructive operates in 48 states and originated approximately $1.8 billion of loans over the twelve months ended September 30, 2025, including $439.3 million in the third quarter, a 9% increase from the prior quarter. From July 15, 2025 to September 30, 2025, Constructive generated $14.1 million of mortgage banking income from origination and sale activity and incurred $3.8 million of direct loan origination costs. We believe our integration of Constructive expands the Company's presence in the residential credit ecosystem and establishes a scalable origination platform that we expect will support sustained earnings growth over time.
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We also completed several capital markets and financing initiatives during the quarter ended September 30, 2025 designed to support future portfolio growth and further strengthen our balance sheet. During the quarter ended September 30, 2025, we completed two securitizations of residential loans totaling approximately $619.2 million in net proceeds, consisting of a $369.7 million rated securitization of performing and re-performing loans and a $275.3 million rated BPL-Rental securitization. In addition, we issued $115.0 million of 9.875% 2030 Senior Notes, providing additional flexibility to fund new investments. As of September 30, 2025, our Company Recourse Leverage Ratio and Portfolio Recourse Leverage Ratio (as defined in "Capital Allocation" below) increased to 5.0x and 4.7x, respectively, from 3.8x and 3.6x as of June 30, 2025, primarily reflecting increased Agency RMBS financing, the acquisition and consolidation of Constructive and senior unsecured notes issuance activity.
We completed the wind-down of our multi-family joint venture equity investments during the quarter ended September 30, 2025. As of September 30, 2025, our multi-family exposure was limited to our mezzanine lending portfolio, which continues to perform well, with a 32.4% payoff rate during the quarter and an average occupancy rate of 92% across underlying properties.
Our targeted assets include (i) residential loans, including business purpose loans; (ii) Agency RMBS; (iii) non-Agency RMBS; and (iv) other mortgage-, residential housing-, and credit-related assets, as well as strategic investments in companies from which we purchase, or may in the future purchase our targeted assets. Subject to maintaining our qualification as a REIT and the maintenance of our exclusion from registration as an investment company under the Investment Company Act, we also may opportunistically acquire and manage various other types of mortgage-, residential housing- and other credit-related or alternative investments that we believe will compensate us appropriately for the risks associated with them, including, without limitation, CMBS, collateralized mortgage obligations, MSRs, excess mortgage servicing spreads, securities issued by newly originated securitizations, including credit sensitive securities from these securitizations, ABS and debt or equity investments in alternative assets or businesses.
Looking ahead, we expect to maintain a disciplined and measured approach to portfolio growth, supported by the integration of Constructive’s origination platform and our continued focus on high-quality, income-producing assets. We believe our current balance sheet, diversified capital sources and expanded origination capacity position us to capitalize on market opportunities, further scale recurring earnings, and enhance long-term stockholder value.
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Current Market Conditions and Commentar y
The results of our business operations are affected by a number of factors, many of which are beyond our control, and primarily depend on, among other things, the level of our net interest income and the market value of our assets, which are driven by numerous factors including changes in interest rates and the supply and demand for mortgage-, housing- and credit-related assets in the marketplace, market volatility, our ability to identify and acquire assets on favorable terms, our ability to dispose of assets from time to time on favorable terms, the ability of our operating partners, tenants and borrowers of our loans and those that underlie our investment securities to meet their payment obligations, our ability to control operating costs, the terms and availability of adequate financing and capital, general economic and real estate conditions (both on a national and local level), the impact of government actions in the real estate, mortgage, credit and financial markets, and the credit performance of our credit sensitive assets.
Repelling some of the volatility seen during the year, financial markets experienced strong performance in the third quarter of 2025, due in part to significant investment in artificial intelligence, a relative ebb in trade tensions and the first cut to the target range to the federal funds rate in 2025. The Dow Jones Industrial Average finished the third quarter of 2025 up 5.22%, and the Nasdaq Composite Index finished the third quarter of 2025 up 11.24%. Mortgage-related markets experienced volatility and relatively improved performance in the third quarter of 2025. Trade policy and labor market uncertainty, elevated inflation, geopolitical instability and the shutdown of the U.S. federal government following quarter end have cautioned some economic outlooks, with concerns regarding the potential for stagflation persisting. We anticipate that due to ongoing uncertainty related to trade policy, the labor market, inflation and geopolitical instability, markets and the pricing for many of our assets will continue to experience volatility through the end of 2025.
The market conditions discussed below significantly influence our investment strategy and results:
Select U.S. Financial and Economic Data . The ongoing shutdown of the U.S. federal government after the end of the third quarter has halted the U.S. government’s publication of certain economic data, including U.S. real gross domestic product (“GDP”). However, the Federal Reserve Bank of Atlanta and the Federal Reserve Bank of New York have each published their own estimates of GDP. The Federal Reserve Bank of Atlanta estimates that GDP grew at an annualized rate of 3.9% in the third quarter of 2025, and the Federal Reserve Bank of New York estimates that GDP grew at an annualized rate of 2.4% in the third quarter of 2025. According to these estimates of third quarter GDP growth, the U.S. economy continued the GDP growth seen in the second quarter when GDP grew at an annualized rate of 3.8%, as compared to the annualized 0.6% GDP contraction in the first quarter of 2025. While, by these estimates, GDP growth remained robust in the third quarter of 2025, inflation remains persistently above the Federal Reserve’s target of two percent, the labor market shows signs of cooling and U.S. trade policy remains volatile. Uncertainty about how the Federal Reserve may adjust its monetary policy or the target range for the federal funds rate in response to such macroeconomic trends and the continued independence of the Federal Reserve may limit or undermine business activity and the potential for future GDP growth or result in further volatility, which could negatively impact the value of credit investments.
The U.S. labor market appears to have cooled over the course of the year and into the third quarter, as suggested recently by a number of market commentators. According to the U.S. Department of Labor, the U.S. unemployment rate trended up slightly over the course of the third quarter and was 4.1% at the end of June 2025, 4.2% at the end of July 2025, and 4.3% at the end of August 2025, which represented the highest unemployment rate since October 2021. Due to the U.S. federal government shutdown, the U.S. Department of Labor has not released, and will not release until the federal government is reopened, its report on the employment situation, including the unemployment rate, for September 2025. However, some organizations, including the Federal Reserve Bank of Chicago, have published unemployment rate estimates in the interim, with several estimating the unemployment rate to have held steady at 4.3% at the end of September 2025. Additionally, the number of unemployed persons exceeded the number of available job openings in July 2025. This marked the first time since April 2021 that the number of job openings fell below the number of unemployed persons and further signaled a potential softening in the labor market. The disparity in number of unemployed persons and job openings continued through the end of August 2025, at which time there were 7.4 million unemployed persons and 7.2 million available job openings. Uncertainty with respect to economic and trade policies and higher costs due to inflation, particularly with respect to the construction industry, have been suggested by some market commentators as having contributed to the slackening labor market.
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The Federal Reserve raised the target range for the federal funds rate a total of 5.25% in 2022 and 2023, bringing the range to its highest level in over 22 years and holding the range at that level for 14 months. In 2024, the Federal Reserve cut the target range by 100 basis points, in aggregate, and held the rate at that range until September 2025. In September 2025, the Federal Reserve cut the target range for the federal funds rate by 25 basis points, and in October 2025, the Federal Reserve cut the target range for the federal funds rate by another 25 basis points, bringing the target range to its lowest level since 2022. Earlier in the year, the Federal Reserve signaled that three total cuts to the target range may be appropriate in 2025, but following its October meeting, the Federal Reserve cautioned expectations of another rate cut in 2025. In considering additional adjustments to the target range for the federal funds rate, the Federal Reserve stated that it will carefully assess incoming data, the evolving outlook, and the balance of risks to the Federal Reserve’s dual mandate of achieving maximum employment and inflation at a rate of two percent over the longer run. In its October 2025 statement, the Federal Reserve noted that job gains have slowed this year, the unemployment rate has edged up (but remains low through August) and downside risks to employment rose in recent months. As reflected on the “dot plot” included in the projection materials from the Federal Reserve’s September 2025 meeting, Federal Reserve officials’ views of the appropriateness of additional cuts to the target range for the federal funds rate by the end of 2025 are divided. Higher interest rates tend to put pressure on our investments, mortgage borrowers, tenants, our operating partners, our financing and capital costs and economic growth generally.
Concerns regarding an economic recession – a significant decline in economic activity that is spread across the economy and that lasts more than a few months, as defined by the National Bureau of Economic Research – in the U.S. have abated in recent months, but market observers and the Federal Reserve are closely monitoring the labor market and inflation, among other items, for resurgent indicators of recession risk. Uncertain and evolving U.S. trade policy has also contributed to some market commentators’ concerns for an economic recession. Since the current U.S. administration rolled out “Liberation Day” tariffs in April 2025, including a minimum baseline tariff of 10% on all trading partners and targeted punitive levies on certain countries with the largest U.S. trade deficits, legal challenges and ongoing negotiations with trading partners have led to persistent uncertainty with respect to U.S. trade policy and the specific tariffs that will be imposed on U.S. trading partners and/or certain goods. Tariffs are often considered to be inflationary, including with respect to construction costs, with such higher costs frequently borne by consumers. Higher prices resulting from tariffs may generally lead to a reduction in economic activity, particularly if such increase in prices is not offset by a reduction in interest rates. An economic recession, stagnating economic growth or market disruption may put pressure on the ability of our operating partners, joint ventures, tenants and borrowers to meet their obligations to us, and would likely adversely impact the value of our assets, among other things, any of which could materially adversely affect our results of operations and financial condition.
Single-Family Homes and Residential Mortgage Market. In the first nine months of 2025, the residential real estate market remained competitive for home buyers. Data released by the S&P Dow Jones Indices for their S&P CoreLogic Case-Shiller National Home Price NSA Indices for July 2025 showed that, on average, home prices increased 1.8% for the 20-City Composite over July 2024. Additionally, according to the National Association of Realtors (“NAR”), existing home sales in August 2025 decreased 0.2% month-over-month, but increased 1.8% year-over-year. NAR also reported that the median existing-home sales price for all housing types in August 2025 was $422,600, up 2.0% from $414,200 in August 2024, which marked the 26 th consecutive month of year-over-year price increases. However, the residential real estate market has shown some preliminary signs of potential moderation. NAR notes that total housing inventory as of the end of August 2025 was up 11.7% year-over-year and that the supply of unsold housing inventory sat at 4.6 months as of the end of August 2025, up 0.4 months from August 2024. However, relatively elevated interest rates continue to contribute to affordability challenges for home buyers. According to Freddie Mac, the weekly average 30-year fixed-rate mortgage was 6.34% as of October 2, 2025, up 0.22% year-over-year. Declining single-family housing fundamentals may adversely impact the overall credit profile and value of our existing portfolio of single-family residential credit investments and the value of our single-family rental properties, as well as the availability of certain of our targeted assets.
Rental Housing. According to RealPage Analytics (“RealPage”), effective rents for professionally managed apartments fell 0.3% in the third quarter of 2025. RealPage noted that, in general, markets located in the South and West of the U.S. experienced the greatest growth in apartment supply in recent years and the deepest rent cuts in the third quarter of 2025 and the past year. Further, Zillow Research forecasts that relatively slower rent growth for both single-family and multi-family rental housing is expected to continue through the end of the year. Weakening multi-family housing fundamentals, including, among other things, increasing supply of apartments and declining rents in the markets or submarkets in which we invest, increasing interest rates, widening capitalization rates and reduced liquidity for owners of multi-family properties, may cause our operating partners to fail to meet their obligations to us and/or contribute to reduced cash flows from and/or valuation declines for multi-family properties, and in turn, many of the multi-family investments that we own.
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Credit Spreads. Investment grade and high-yield credit spreads both tightened over the course of the third quarter of 2025 with investment grade spreads finishing 10 basis points lower than the start of the third quarter of 2025 and high-yield spreads finishing 16 basis points lower than the start of the first quarter of 2025. Tightening credit spreads generally increase the value of many of our credit sensitive assets, while widening credit spreads tend to have a negative impact on the value of many of our credit sensitive assets.
Financing Markets. From June 2022 until the end of August 2024, the Treasury curve inverted with short term yields greater than long term yields, which was the longest inverted Treasury curve on record. Inversions and subsequent normalizations of this spread are generally considered to be indicators of a recession in the near term, although some market commentators have cautioned against August 2024’s uninversion being such an indicator. On September 30, 2025, the spread between the 2-Year U.S. Treasury yield and the 10-Year U.S. Treasury yield closed at 56 basis points, as compared to a 33 basis point spread on December 31, 2024. This spread is important as it is indicative of opportunities for investing in levered assets. Increases in interest rates raise the costs of many of our liabilities, while overall interest rate volatility generally increases the costs of hedging and may place downward pressure on some of our strategies.
Monetary Policy and Recent Regulatory Developments. The Federal Reserve took a number of actions to stabilize markets during the COVID-19 pandemic. From March 2020 until March 2022, the Federal Reserve implemented an asset purchase program aimed at providing liquidity to the U.S. Treasury and Agency RMBS markets. Under the Federal Reserve’s asset purchase program, the Federal Reserve’s balance sheet grew from about $4.2 trillion in assets at the start of March 2020 to about $8.9 trillion in assets at the end of the program in March 2022. On June 1, 2022, the Federal Reserve shifted course and began shrinking its balance sheet by reducing its holdings of U.S. Treasuries and Agency RMBS. Through December 1, 2025, the Federal Reserve is expected to continue to shrink its balance sheet by allowing $5 billion of U.S. Treasuries and $35 billion of Agency RMBS to roll off its balance sheet each month. In October 2025, the Federal Reserve announced that it would end the drawdown of its balance sheet by halting the reduction of its holdings of U.S. Treasuries beginning on December 1, 2025 but would continue with the reduction of its holdings of Agency RMBS. As of October 29, 2025, the Federal Reserve held about $6.6 trillion in assets. Sales or reductions in the pace of purchasing of Agency RMBS by the Federal Reserve could create headwinds in the market for Agency RMBS where increased supply could drive prices lower and interest rates higher.
In July 2025, the U.S. Congress approved the “One Big Beautiful Bill Act of 2025” (the “OBBBA”), which raised the U.S. debt limit, which is the statutory maximum amount of money that the U.S. government may borrow to meet its existing obligations, by $5 trillion. Previously, uncertainty had existed regarding the debt limit. However, the longer-term impacts of the OBBBA continue to be debated among market commentators.
Since 2008, Fannie Mae and Freddie Mac have fallen under the conservatorship of the FHFA. The current administration is revisiting the idea of taking Fannie Mae and Freddie Mac public, an idea that the current administration had sought to advance in prior years. In October 2025, reports surfaced that investment banks have been in preliminary discussions with the current administration about potential public offerings of Fannie Mae and/or Freddie Mac securities. Together, Fannie Mae and Freddie Mac guarantee a significant amount of the nearly $13 trillion U.S. Home loan market. If the conservatorships of Fannie Mae and Freddie Mac were ended, Fannie Mae and Freddie Mac may need to hold additional capital against riskier loans which may, in turn, cause Fannie Mae and Freddie Mac to charge borrowers higher mortgage rates or to lessen the amount of their lending, among other things. We invest in Agency RMBS and other mortgage-related assets that may be guaranteed by Fannie Mae or Freddie Mac. Higher interest rates tend to put pressure on our investments, mortgage borrowers, tenants, our operating partners and economic growth generally. For further discussion, please see the risk factor titled “The federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in such conservatorship or laws and regulations affecting the relationship between Fannie Mae, Freddie Mac and Ginnie Mae and the U.S. Government, may materially adversely affect our business, financial condition and results of operations, and our ability to pay dividends to our shareholders” in Part I, Item “1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.
The scope and nature of the actions the Federal Reserve and other governmental authorities will ultimately undertake are unknown and will continue to evolve. There can be no assurance as to how, in the long term, these and other actions, as well as the negative impacts from ongoing geopolitical instability and uncertainty surrounding inflation, interest rates, U.S. tariff and trade policies and the outlook for the U.S. and global economies, will affect the efficiency, liquidity and stability of the financial, credit and mortgage markets, and thus, our business. Greater uncertainty frequently leads to wider asset spreads or lower prices and higher hedging costs.
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Third Quarter 2025 Summary
Earnings and Return Metrics
The following table presents key earnings and return metrics for the three and nine months ended September 30, 2025, respectively (dollar amounts in thousands, except per share data):
For the Three Months Ended September 30, 2025 For the Nine Months Ended September 30, 2025
Net income attributable to Company's common stockholders
$ 32,702 $ 59,501
Net income attributable to Company's common stockholders per share (basic)
$ 0.36 $ 0.66
Earnings available for distribution attributable to Company's common stockholders (1)
$ 21,991 $ 60,208
Earnings available for distribution per common share (1)
$ 0.24 $ 0.67
Yield on average interest earning assets (1) (2)
6.33 % 6.42 %
Interest income $ 160,633 $ 431,268
Interest expense $ 124,047 $ 325,137
Net interest income $ 36,586 $ 106,131
Net interest spread (1) (3)
1.50 % 1.44 %
Book value per common share at the end of the period $ 9.20 $ 9.20
Adjusted book value per common share at the end of the period (1)
$ 10.38 $ 10.38
Economic return on book value (4)
3.51 % 5.93 %
Economic return on adjusted book value (5)
3.41 % 6.38 %
Dividends per common share $ 0.23 $ 0.63
(1) Represents a non-GAAP financial measure. A reconciliation of the Company's non-GAAP financial measures to their most directly comparable GAAP measure is included in "Non-GAAP Financial Measures" elsewhere in this section.
(2) Calculated as the quotient of our adjusted interest income and our average interest earning assets and excludes all Consolidated SLST assets other than those securities owned by the Company.
(3) Our calculation of net interest spread may not be comparable to similarly-titled measures of other companies who may use a different calculation.
(4) Economic return on book value is based on the periodic change in GAAP book value per common share plus dividends declared per common share, if any, during the period.
(5) Economic return on adjusted book value is based on the periodic change in adjusted book value per common share, a non-GAAP financial measure, plus dividends declared per common share, if any, during the period.
Key Developments During Third Quarter 2025
Investing Activities
• Acquired approximately $1.8 billion of Agency investments with an average coupon of 5.27%.
• Acquired approximately $525.7 million in residential loans with an average gross coupon of 8.81%.
• Exited remaining multi-family joint venture equity investments at their approximate carrying value of $17.0 million.
• Received approximately $26.4 million in proceeds from redemptions of Mezzanine Lending investments.
• Acquired the outstanding 50% ownership interests in Constructive that were not previously owned by the Company through the consummation of a membership interest purchase agreement.
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Financing Activities
• Completed the issuance of $115.0 million in aggregate principal amount of our 9.875% Senior Notes due 2030 in public offerings. The total proceeds to us from the offerings of the notes, after deducting the underwriters' discount and commissions and offering expenses, as applicable, were approximately $111.4 million.
• Completed two securitizations of residential loans, resulting in approximately $619.2 million in net proceeds to us after deducting expenses associated with the transactions. We utilized a portion of the net proceeds to redeem two residential loan securitizations and to repay approximately $270.5 million on outstanding repurchase agreements related to residential loans.
• Increased common stock dividend declared in September 2025 to $0.23 per common share.
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Capital Allocation
The following provides an overview of the allocation of our total equity as of September 30, 2025 and December 31, 2024, respectively. We fund our investing and operating activities with a combination of cash flow from operations, proceeds from common and preferred equity and debt securities offerings, short-term and longer-term repurchase agreements and warehouse facilities and CDOs. A detailed discussion of our liquidity and capital resources is provided in “Liquidity and Capital Resources” elsewhere in this section.
The following tables set forth our allocated capital at September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands).
At September 30, 2025:
Investment Portfolio
Constructive
Corporate/Other Total
Investment securities available for sale and TBAs (1)
$ 6,869,358 $ — $ — $ 6,869,358
Residential loans 4,096,213 55,434 — 4,151,647
Consolidated SLST CDOs (1,016,952) — — (1,016,952)
Residential loans held for sale
— 105,036 — 105,036
Multi-family loans 68,647 — — 68,647
Equity investments 28,825 — — 28,825
Equity investments in consolidated multi-family properties (2)
157,385 — — 157,385
Equity investments in disposal group held for sale (3)
678 — — 678
Single-family rental properties 131,984 — — 131,984
Mortgage servicing rights
21,835 61 — 21,896
Total investments
10,357,973 160,531 — 10,518,504
Liabilities:
Repurchase agreements, warehouse facilities and TBA cost basis (4)
(6,363,494) (148,341) — (6,511,835)
Collateralized debt obligations
Residential loan securitization CDOs (2,493,745) — — (2,493,745)
Non-Agency RMBS re-securitization
(66,762) — — (66,762)
Senior unsecured notes — — (356,865) (356,865)
Subordinated debentures — — (45,000) (45,000)
Cash, cash equivalents and restricted cash (5)
104,964 15,400 174,204 294,568
Goodwill
— 22,396 — 22,396
Cumulative adjustment of redeemable non-controlling interest to estimated redemption value (54,782) — — (54,782)
Other 122,686 15,410 (53,798) 84,298
Net Company capital allocated $ 1,606,840 $ 65,396 $ (281,459) $ 1,390,777
Company Recourse Leverage Ratio (6)
5.0 x
Portfolio Recourse Leverage Ratio (7)
4.7 x
(1) Includes implied fair value of outstanding TBAs of $30.6 million. TBAs are recorded as derivative instruments in the Company's condensed consolidated financial statements. As of September 30, 2025, our TBAs had a net carrying value of $0.1 million reported in other liabilities on the Company's condensed consolidated balance sheets. The net carrying value represents the difference between the implied fair value of the underlying security in the TBA contract and the price to be paid or received for the underlying security (or cost basis).
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(2) Represents the Company's equity investments in consolidated multi-family properties that are not in disposal group held for sale. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Equity Investments in Multi-Family Entities" for a reconciliation of equity investments in consolidated multi-family properties and disposal group held for sale to the Company's condensed consolidated financial statements.
(3) Represents the Company's equity investments in multi-family properties that are held for sale in disposal group. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Equity Investments in Multi-Family Entities" for a reconciliation of equity investments in consolidated multi-family properties and disposal group held for sale to the Company's condensed consolidated financial statements.
(4) Includes repurchase agreements and warehouse facilities with a carrying value of $6.5 billion and outstanding TBAs with a cost basis of $30.8 million.
(5) Excludes cash in the amount of $4.0 million held in the Company's equity investments in consolidated multi-family properties and equity investments in consolidated multi-family properties in disposal group held for sale. Restricted cash of $112.4 million is included in the Company’s accompanying condensed consolidated balance sheets in other assets.
(6) Represents the Company's total outstanding recourse repurchase agreement and warehouse facility financing, subordinated debentures, senior unsecured notes and cost basis of outstanding TBAs divided by the Company's total stockholders' equity. Does not include Consolidated SLST CDOs amounting to $1.0 billion, residential loan securitization CDOs amounting to $2.5 billion, non-Agency RMBS re-securitization CDOs amounting to $66.8 million and mortgages payable on real estate totaling $362.7 million as they are non-recourse debt.
(7) Represents the Company's outstanding recourse repurchase agreement and warehouse facility financing and cost basis of outstanding TBAs divided by the Company's total stockholders' equity.
At December 31, 2024:
Investment Portfolio
Corporate/Other Total
Investment securities available for sale $ 3,828,544 $ — $ 3,828,544
Residential loans 3,841,738 — 3,841,738
Consolidated SLST CDOs (811,591) — (811,591)
Multi-family loans 86,192 — 86,192
Equity investments 113,492 — 113,492
Equity investments in consolidated multi-family properties (1)
151,210 — 151,210
Equity investments in disposal group held for sale (2)
19,504 — 19,504
Single-family rental properties 142,246 — 142,246
Mortgage servicing rights
21,003 — 21,003
Total investments
7,392,338 — 7,392,338
Liabilities:
Repurchase agreements (4,012,225) — (4,012,225)
Collateralized debt obligations
Residential loan securitization CDOs
(2,096,096) — (2,096,096)
Non-Agency RMBS re-securitization
(70,757) — (70,757)
Senior unsecured notes — (159,196) (159,196)
Subordinated debentures — (45,000) (45,000)
Cash, cash equivalents and restricted cash (3)
146,158 178,716 324,874
Cumulative adjustment of redeemable non-controlling interest to estimated redemption value (40,675) — (40,675)
Other 141,261 (39,804) 101,457
Net Company capital allocated $ 1,460,004 $ (65,284) $ 1,394,720
Company Recourse Leverage Ratio (4)
3.0 x
Portfolio Recourse Leverage Ratio (5)
2.9 x
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(1) Represents the Company's equity investments in consolidated multi-family properties that are not in disposal group held for sale. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Equity Investments in Multi-Family Entities" for a reconciliation of equity investments in consolidated multi-family properties and disposal group held for sale to the Company's condensed consolidated financial statements.
(2) Represents the Company's equity investments in consolidated multi-family properties that are held for sale in disposal group. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Equity Investments in Multi-Family Entities" for a reconciliation of equity investments in consolidated multi-family properties and disposal group held for sale to the Company's condensed consolidated financial statements.
(3) Excludes cash in the amount of $6.6 million held in the Company's equity investments in consolidated multi-family properties and equity investments in consolidated multi-family properties in disposal group held for sale. Restricted cash of $161.6 million is included in the Company’s accompanying condensed consolidated balance sheets in other assets.
(4) Represents the Company's total outstanding recourse repurchase agreement financing, subordinated debentures and senior unsecured notes divided by the Company's total stockholders' equity. Does not include non-recourse repurchase agreement financing amounting to $11.0 million, Consolidated SLST CDOs amounting to $811.6 million, residential loan securitization CDOs amounting to $2.1 billion, non-Agency RMBS re-securitization CDOs amounting to $70.8 million and mortgages payable on real estate, including mortgages payable on real estate of disposal group held for sale, totaling $460.0 million as they are non-recourse debt.
(5) Represents the Company's outstanding recourse repurchase agreement financing divided by the Company's total stockholders' equity.
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Results of Operations
The following discussion provides information regarding our results of operations for the three and nine months ended September 30, 2025 and 2024, including a comparison of year-over-year results and related commentary. A number of the tables contain a “change” column that indicates the amount by which results from the three and nine months ended September 30, 2025 are greater or less than the results from the respective period in 2024. Unless otherwise specified, references in this section to increases or decreases in the “ three-month period ” refer to the change in results for the three months ended September 30, 2025 when compared to the three months ended September 30, 2024 and increases or decreases in the “nine -month period ” refer to the change in results for the nine months ended September 30, 2025 when compared to the nine months ended September 30, 2024.
The following table presents the main components of our net income (loss) for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands, except per share data):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Interest income $ 160,633 $ 108,361 $ 52,272 $ 431,268 $ 283,027 $ 148,241
Interest expense 124,047 88,124 35,923 325,137 225,883 99,254
Total net interest income
36,586 20,237 16,349 106,131 57,144 48,987
Total net loss from real estate
(3,878) (7,495) 3,617 (9,126) (36,968) 27,842
Total other income (loss)
48,604 52,875 (4,271) 71,292 (10,527) 81,819
General and administrative expenses 23,349 11,941 11,408 47,549 36,643 10,906
Portfolio operating expenses 6,747 8,531 (1,784) 21,307 23,672 (2,365)
Loan origination costs
3,788 — 3,788 3,788 — 3,788
Financing transaction costs
7,941 2,354 5,587 14,173 10,452 3,721
Income (loss) from operations before income taxes 39,487 42,791 (3,304) 81,480 (61,118) 142,598
Income tax (benefit) expense
(298) 2,325 (2,623) 189 2,556 (2,367)
Net loss attributable to non-controlling interests 5,035 2,383 2,652 14,231 33,034 (18,803)
Net income (loss) attributable to Company 44,820 42,849 1,971 95,522 (30,640) 126,162
Preferred stock dividends
(12,118) (10,439) (1,679) (36,021) (31,317) (4,704)
Net income (loss) attributable to Company's common stockholders
32,702 32,410 292 59,501 (61,957) 121,458
Basic earnings (loss) per common share
$ 0.36 $ 0.36 $ — $ 0.66 $ (0.68) $ 1.34
Diluted earnings (loss) per common share
$ 0.36 $ 0.36 $ — $ 0.65 $ (0.68) $ 1.33
Interest Income and Interest Expense
Interest income increased in the three- and nine-month periods primarily due to increased investments in Agency RMBS, business purpose loans and additional income from a Consolidated SLST subordinated bond purchased since September 2024. The increases in interest expense in the three- and nine-month periods were due primarily to increases in financing obtained to fund investing activity through repurchase agreements and securitizations, the issuance of senior unsecured notes and additional expense related to CDOs consolidated in connection with the Consolidated SLST subordinated bond purchased since September 2024.
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Net Loss from Real Estate
The following table presents the components of net loss from real estate for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Income from real estate $ 19,104 $ 31,903 $ (12,799) $ 60,397 $ 106,446 $ (46,049)
Expenses related to real estate:
Interest expense, mortgages payable on real estate (5,409) (12,676) 7,267 (17,298) (49,996) 32,698
Depreciation expense on operating real estate (5,936) (8,131) 2,195 (17,759) (30,564) 12,805
Amortization of lease intangibles related to operating real estate — — — — (2,378) 2,378
Other real estate expenses
(11,637) (18,591) 6,954 (34,466) (60,476) 26,010
Total expenses related to real estate (22,982) (39,398) 16,416 (69,523) (143,414) 73,891
Total net loss from real estate
$ (3,878) $ (7,495) $ 3,617 $ (9,126) $ (36,968) $ 27,842
The decrease in net loss from real estate in the three- and nine-month periods was primarily attributable to reductions in expenses resulting from the sale or de-consolidation, since September 30, 2024, of certain multi-family real estate assets owned by entities in which we had joint venture equity investments. Rental income also decreased in these periods due to the aforementioned sales or de-consolidation of multi-family real estate assets.
Other Income (Loss)
Realized Losses, Net
The following table presents the components of realized losses, net recognized for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Residential loans and real estate owned
$ (5,610) $ (958) $ (4,652) $ (21,130) $ (18,492) $ (2,638)
Investment securities
— (422) 422 (29,351) (912) (28,439)
Total realized losses, net
$ (5,610) $ (1,380) $ (4,230) $ (50,481) $ (19,404) $ (31,077)
During the three months ended September 30, 2025, the Company recognized $5.6 million of net realized losses primarily related to losses incurred on foreclosed properties due to lower valuations and losses on discounted payoffs on non-performing business purpose bridge loans. During the three months ended September 30, 2024, the Company recognized $1.0 million of net realized losses on residential loans and real estate owned primarily related to losses incurred on foreclosed properties which were partially offset by net realized gains recognized on the sale and payoff of residential loans. The Company also recognized net realized losses of $0.4 million on write-downs of non-Agency RMBS during the three months ended September 30, 2024.
During the nine months ended September 30, 2025, the Company recognized $50.5 million of net realized losses primarily related to the sale of U.S. Treasury securities, losses incurred on foreclosed properties and losses on discounted payoffs on non-performing business purpose bridge loans. During the nine months ended September 30, 2024, the Company recognized $18.5 million of net realized losses primarily related to losses incurred on foreclosed properties which were partially offset by net realized gains recognized on the sale and payoff of residential loans. The Company also recognized net realized losses of $0.9 million on write-downs of non-Agency RMBS during the nine months ended September 30, 2024.
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Unrealized Gains, Net
The following table presents the components of unrealized gains, net recognized for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Residential loans $ 19,533 $ 52,165 $ (32,632) $ 60,263 $ 46,929 $ 13,334
Consolidated SLST 2,440 6,753 (4,313) 11,225 7,259 3,966
CDOs at fair value
(8,839) (19,533) 10,694 (20,885) (18,032) (2,853)
Senior unsecured notes at fair value
(5,172) (900) (4,272) 220 (900) 1,120
Preferred equity and mezzanine loan investments 125 213 (88) 591 (4,581) 5,172
Investment securities
47,784 58,251 (10,467) 148,830 10,371 138,459
MSRs
(1,019) — (1,019) (2,574) — (2,574)
Total unrealized gains, net
$ 54,852 $ 96,949 $ (42,097) $ 197,670 $ 41,046 $ 156,624
Decreases in interest rates in both the three- and nine-month periods continued to have positive impacts on our residential loan and investment securities portfolios to a greater extent than the effect of the same movement in interest rates on our financing reported at fair value.
(Losses) Gains on Derivative Instruments, Net
The following table presents the components of (losses) gains on derivative investments, net for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Unrealized losses on derivative instruments
$ (3,392) $ (56,282) $ 52,890 $ (110,931) $ (5,739) $ (105,192)
Realized (losses) gains on derivative instruments
(9,614) (4,358) (5,256) 24,157 9,781 14,376
Total (losses) gains on derivative instruments, net
$ (13,006) $ (60,640) $ 47,634 $ (86,774) $ 4,042 $ (90,816)
The decrease in losses in the three-month period was primarily driven by changes in interest rates during the period which impact the valuation of our derivative instruments, mainly interest rate swaps. The Company also recognized realized losses on the settlement of derivative instruments during the three-month period.
The increase in losses in the nine-month period was primarily related to decreases in interest rates, which resulted in lower valuations of our interest rate swaps. This was partially offset by net gains realized on contract terminations and net payments received on derivative instruments.
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Mortgage Banking Activities, Net
The following table presents the components of mortgage banking activities, net for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change
2025 2024 $ Change
Residential loan origination and other fees
$ 5,511 $ — $ 5,511 $ 5,511 $ — $ 5,511
Gains on residential loans held for sale, net
8,592 — 8,592 8,592 — 8,592
Mortgage banking activities, net
$ 14,103 $ — $ 14,103 $ 14,103 $ — $ 14,103
The increase in mortgage banking activities in the three- and nine-month periods is primarily related to the consolidation of Constructive.
(Loss) Income from Equity Investments
The following table presents the components of (loss) income from equity investments for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Preferred return on preferred equity investments accounted for as equity $ 1,218 $ 3,401 $ (2,183) $ 5,000 $ 10,440 $ (5,440)
Unrealized losses, net on preferred equity investments accounted for as equity
(2,860) (4,537) 1,677 (2,041) (5,230) 3,189
Loss from unconsolidated joint venture equity investments in multi-family properties
— (421) 421 (838) (4,485) 3,647
Income (loss) from investment in Constructive
47 7,611 (7,564) (1,554) 9,301 (10,855)
Total (loss) income from equity investments
$ (1,595) $ 6,054 $ (7,649) $ 567 $ 10,026 $ (9,459)
The decreases in income from equity investments during the three- and nine-month periods were primarily due to 1) a reduction in our share of income from our equity investment in Constructive, following its consolidation in our financial statements during the third quarter of 2025 and 2) a decrease in preferred return on preferred equity investments accounted for as equity as a result of redemptions that have occurred since September 30, 2024. These decreases were partially offset by lower unrealized losses recognized on preferred equity investments accounted for as equity and unconsolidated joint venture equity investments in multi-family properties, reflecting both the impact of redemptions or sales since September 30, 2024 and improved performance of certain remaining underlying properties.
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Impairment of Real Estate
The following table presents impairment of real estate for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Impairment of real estate $ (1,619) $ (7,823) $ 6,204 $ (9,437) $ (48,142) $ 38,705
The decreases in impairment of real estate recognized in 2025 can primarily be attributed to the sale or de-consolidation of a significant portion of our multi-family real estate assets since September 30, 2024. Also, during the three and nine months ended September 30, 2025 and 2024, we recognized impairment losses on certain single-family rental properties transferred to held for sale as a result of the remeasurement of those assets to estimated fair value less costs to sell.
Loss on Reclassification of Disposal Group
The following table presents loss on reclassification of disposal group for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Loss on reclassification of disposal group
$ — $ — $ — $ — $ (14,636) $ 14,636
One joint venture equity investment was reclassified from disposal group held for sale during the nine months ended September 30, 2024. As a result of this transfer, we adjusted the carrying value of the long-lived assets in the Consolidated Real Estate VIE 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 $14.6 million loss on reclassification of disposal group during the nine months ended September 30, 2024.
During 2025, there were no joint venture equity investments reclassified from disposal group held for sale.
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Other Income
The following table presents the components of other income for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Servicing fee income
$ 1,999 $ — $ 1,999 $ 5,952 $ — $ 5,952
Gain on sale of real estate
74 17,903 (17,829) 10 18,164 (18,154)
Gain on de-consolidation of joint venture equity investment in Consolidated VIEs
— 3,393 (3,393) — 3,703 (3,703)
Loss on extinguishment of collateralized debt obligations and mortgages payable on real estate
(448) (1,699) 1,251 (448) (2,391) 1,943
Miscellaneous
(146) 118 (264) 130 (2,935) 3,065
Total other income
$ 1,479 $ 19,715 $ (18,236) $ 5,644 $ 16,541 $ (10,897)
The declines in other income during the three- and nine-month periods reflect the elevated levels of other income in the three- and nine-month periods ended September 30, 2024, which was driven by gains recognized on the sales of certain multi-family properties in consolidated joint venture equity investments and sale of our membership interests in consolidated joint venture equity investments during those 2024 periods. Other income for the three- and nine-month periods ended September 30, 2025 benefitted from servicing fee income related to mortgage servicing rights acquired in late 2024. Additionally, miscellaneous income increased in the nine-month period due to a provision for uncollectible receivables that was recorded in the prior year period. The provision is related to asset management expenses incurred on a non-accrual multi-family loan which exceeded the anticipated redemption proceeds.
Expenses
The following tables present the components of general and administrative expenses, portfolio operating expenses, loan origination costs and financing transaction costs for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
General and Administrative Expenses
Salaries, benefits and directors’ compensation
$ 17,214 $ 8,736 $ 8,478 $ 34,758 $ 26,340 $ 8,418
Professional fees 1,719 1,212 507 4,156 4,327 (171)
Other 4,416 1,993 2,423 8,635 5,976 2,659
Total general and administrative expenses $ 23,349 $ 11,941 $ 11,408 $ 47,549 $ 36,643 $ 10,906
The increases in general and administrative expenses in the three- and nine-month periods are primarily related to the consolidation of Constructive.
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For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Portfolio operating expenses $ 6,747 $ 8,531 $ (1,784) $ 21,307 $ 23,672 $ (2,365)
The decreases in portfolio operating expenses in the three- and nine-month periods are primarily related to decreased expenses related to the management of the business purpose loan portfolio, partially offset by increases in residential loan servicing fees driven by growth in the size of the loan portfolio since September 30, 2024 .
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Loan origination costs
$ 3,788 $ — $ 3,788 $ 3,788 $ — $ 3,788
The increases in loan origination expenses in the three- and nine-month periods are related to the consolidation of Constructive.
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
Financing Transaction Costs
Securitization transaction costs
$ 4,306 $ 2,354 $ 1,952 $ 6,590 $ 7,972 $ (1,382)
Senior unsecured notes transaction costs
3,635 — 3,635 7,293 2,480 4,813
Equity transaction costs
— — — 290 — 290
Total financing transaction costs
$ 7,941 $ 2,354 $ 5,587 $ 14,173 $ 10,452 $ 3,721
Financing transaction costs increased in the three- and nine-month periods as a result of increased debt issuances in 2025 as compared to 2024. Senior unsecured notes transaction costs recognized in the three months ended September 30, 2025 are related to the issuance of the 9.875% 2030 Senior Notes.
Comprehensive Income (Loss)
The main components of comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024, respectively, are detailed in the following table (dollar amounts in thousands):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 $ Change 2025 2024 $ Change
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 32,702 $ 32,410 $ 292 $ 59,501 $ (61,957) $ 121,458
OTHER COMPREHENSIVE INCOME
Reclassification adjustment for net loss included in net loss
— — — — 4 (4)
TOTAL OTHER COMPREHENSIVE INCOME
— — — — 4 (4)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 32,702 $ 32,410 $ 292 $ 59,501 $ (61,953) $ 121,454
Beginning in the fourth quarter of 2019, the Company’s newly purchased investment securities are presented at fair value as a result of a fair value election made at the time of acquisition. Changes in the market values of investment securities where the Company elected the fair value option are reflected in earnings instead of in OCI. As of September 30, 2025, all of the Company's investment securities are accounted for using the fair value option.
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Segment Information
As of September 30, 2025, the Company operates in two reportable segments: (i) investment portfolio and (ii) Constructive. The activities within Corporate/Other are reconciling items to the condensed consolidated financial statements and primarily consist of general and administrative expenses not directly attributable to Constructive, interest expense on senior unsecured notes and subordinated debentures, financing transaction costs unrelated to securitizations and preferred stock dividends.
The following tables present summarized financial information by reportable segment for the three and nine months ended September 30, 2025, respectively, which in total reconciles to the same data for the Company on a consolidated basis (dollar amounts in thousands):
For the Three Months Ended September 30, 2025
Investment Portfolio
Constructive
Corporate/Other
Total
Total net interest income (loss)
$ 45,023 $ 124 $ (8,561) $ 36,586
Total net loss from real estate
(3,878) — — (3,878)
Total other income (loss)
41,720 12,162 (5,278) 48,604
Total general, administrative and operating expenses 10,809 16,062 14,954 41,825
Income (loss) from operations before income taxes 72,056 (3,776) (28,793) 39,487
Income tax expense (benefit)
12 — (310) (298)
Net income (loss) 72,044 (3,776) (28,483) 39,785
Net loss attributable to non-controlling interests
5,035 — — 5,035
Net income (loss) attributable to Company 77,079 (3,776) (28,483) 44,820
Preferred stock dividends — — (12,118) (12,118)
Net income (loss) attributable to Company's common stockholders $ 77,079 $ (3,776) $ (40,601) $ 32,702
For the Nine Months Ended September 30, 2025
Investment Portfolio
Constructive
Corporate/Other
Total
Total net interest income (loss)
$ 125,987 $ 124 $ (19,980) $ 106,131
Total net loss from real estate
(9,126) — — (9,126)
Total other income
57,302 12,162 1,828 71,292
Total general, administrative and operating expenses 27,906 16,062 42,849 86,817
Income (loss) from operations before income taxes 146,257 (3,776) (61,001) 81,480
Income tax expense
26 — 163 189
Net income (loss) 146,231 (3,776) (61,164) 81,291
Net loss attributable to non-controlling interests
14,231 — — 14,231
Net income (loss) attributable to Company 160,462 (3,776) (61,164) 95,522
Preferred stock dividends — — (36,021) (36,021)
Net income (loss) attributable to Company's common stockholders $ 160,462 $ (3,776) $ (97,185) $ 59,501
For more information regarding segment reporting, please see Note 25 to our condensed consolidated financial statements included in this report.
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Analysis of Changes in GAAP Book Value
The following table analyzes the changes in GAAP book value of our common stock for the three and nine months ended September 30, 2025 (amounts in thousands, except per share data):
For the Three Months Ended September 30, 2025 For the Nine Months Ended September 30, 2025
Amount Shares Per Share (1)
Amount Shares Per Share (1)
Beginning Balance $ 822,705 90,314 $ 9.11 $ 840,610 90,575 $ 9.28
Common stock issuance, net (2)
2,439 (6) 5,767 (36)
Preferred stock issuance, net 1,058 5,027
Preferred stock issuance liquidation preference (1,144) (5,532)
Common stock repurchases
— — (1,502) (231)
Balance after share activity 825,058 90,308 9.14 844,370 90,308 9.35
Adjustment of redeemable non-controlling interest to estimated redemption value (5,209) (0.06) (14,108) (0.16)
Dividends and dividend equivalents declared (21,416) (0.24) (58,628) (0.65)
Net income attributable to Company's common stockholders
32,702 0.36 59,501 0.66
Ending Balance $ 831,135 90,308 $ 9.20 $ 831,135 90,308 $ 9.20
(1) Outstanding shares used to calculate book value per common share for the three and nine months ended September 30, 2025 are 90,307,776.
(2) Includes amortization of stock based compensation.
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Non-GAAP Financial Measures
In addition to the results presented in accordance with GAAP, this Quarterly Report on Form 10-Q includes certain non-GAAP financial measures, including adjusted interest income, adjusted interest expense, adjusted net interest income (loss), yield on average interest earning assets, average financing cost, net interest spread, earnings available for distribution and adjusted book value per common share. Our management team believes that these non-GAAP financial measures, when considered with our GAAP financial statements, provide supplemental information useful for investors as it enables them to evaluate our current performance and trends using the metrics that management uses to operate our business. Our presentation of non-GAAP financial measures may not be comparable to similarly-titled measures of other companies, who may use different calculations. Because these measures are not calculated in accordance with GAAP, they should not be considered a substitute for, or superior to, the financial measures calculated in accordance with GAAP. Our GAAP financial results and the reconciliations of the non-GAAP financial measures included in this Quarterly Report on Form 10-Q to the most directly comparable financial measures prepared in accordance with GAAP should be carefully evaluated.
Adjusted Net Interest Income (Loss) and Net Interest Spread
Financial results for the Company during a given period include the net interest income earned on our investments, such as residential loans, residential loans held for sale, investment securities and preferred equity investments and mezzanine loans, where the risks and payment characteristics are equivalent to and accounted for as loans (collectively, our “interest earning assets”). Adjusted net interest income (loss) and net interest spread (both supplemental non-GAAP financial measures) are impacted by factors such as our cost of financing, including our hedging costs, and the interest rate that our investments bear. Furthermore, the amount of premium or discount paid on purchased investments and the prepayment rates on investments will impact adjusted net interest income (loss) as such factors will be amortized over the expected term of such investments.
We provide the following non-GAAP financial measures, in total and by investment category, for the respective periods:
• adjusted interest income – calculated as our GAAP interest income reduced by the interest expense recognized on Consolidated SLST CDOs and adjusted to include TBA dollar roll income,
• adjusted interest expense – calculated as our GAAP interest expense reduced by the interest expense recognized on Consolidated SLST CDOs and adjusted to include the net interest component of interest rate swaps,
• adjusted net interest income (loss) – calculated by subtracting adjusted interest expense from adjusted interest income,
• yield on average interest earning assets – calculated as the quotient of our adjusted interest income and our average interest earning assets and excludes all Consolidated SLST assets other than those securities owned by the Company,
• average financing cost – calculated as the quotient of our adjusted interest expense and the average outstanding balance of our interest bearing liabilities, excluding Consolidated SLST CDOs and mortgages payable on real estate, and
• net interest spread – calculated as the difference between our yield on average interest earning assets and our average financing cost.
These measures remove the impact of Consolidated SLST that we consolidate in accordance with GAAP and include both the net interest component of interest rate swaps utilized to hedge the variable cash flows associated with our variable-rate borrowings and dollar roll income associated with TBAs, which are included in (losses) gains on derivative instruments, net in the Company's condensed consolidated statements of operations. With respect to Consolidated SLST, we only include the interest income earned by the Consolidated SLST securities that are actually owned by the Company as the Company only receives income or absorbs losses related to the Consolidated SLST securities actually owned by the Company. We include the net interest component of interest rate swaps in these measures to more fully represent the cost of our financing strategy. We include TBA dollar roll income as it represents the economic equivalent of net interest income on the underlying Agency RMBS over the TBA dollar roll period (interest income less implied financing cost).
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We provide the non-GAAP financial measures listed above because we believe these non-GAAP financial measures provide investors and management with additional detail and enhance their understanding of our interest earning asset yields, in total and by investment category, relative to the cost of our financing and the underlying trends within our portfolio of interest earning assets. In addition to the foregoing, our management team uses these measures to assess, among other things, the performance of our interest earning assets in total and by asset, possible cash flows from our interest earning assets in total and by asset, our ability to finance or borrow against the asset and the terms of such financing and the composition of our portfolio of interest earning assets, including acquisition and disposition determi nations.
The following tables set forth certain information about our interest earning assets by category and their related adjusted interest income, adjusted interest expense, adjusted net interest income (loss), yield on average interest earning assets, average financing cost and net interest spread for the three and nine months ended September 30, 2025 and 2024, respectively (dollar amounts in thousands):
Three Months Ended September 30, 2025
Agency
Single-Family Credit (8)
Multi-Family Credit
Corporate/Other Total
Adjusted Interest Income (1) (2)
$ 86,041 $ 59,305 $ 2,124 $ 2,030 $ 149,500
Adjusted Interest Expense (1)
(55,268) (41,377) — (10,103) (106,748)
Adjusted Net Interest Income (Loss) (1)
$ 30,773 $ 17,928 $ 2,124 $ (8,073) $ 42,752
Average Interest Earning Assets (3)
$ 5,873,080 $ 3,333,917 $ 71,026 $ 172,958 $ 9,450,981
Average Interest Bearing Liabilities (4)
$ 5,300,885 $ 2,902,470 $ — $ 561,681 $ 8,765,036
Yield on Average Interest Earning Assets (1) (5)
5.86 % 7.12 % 11.96 % 4.69 % 6.33 %
Average Financing Cost (1) (6)
(4.14) % (5.66) % — (7.14) % (4.83) %
Net Interest Spread (1) (7)
1.72 % 1.46 % 11.96 % (2.45) % 1.50 %
Three Months Ended September 30, 2024
Agency
Single-Family Credit (8)
Multi-Family Credit
Corporate/Other Total
Adjusted Interest Income (1) (2)
$ 43,260 $ 53,976 $ 2,699 $ 1,051 $ 100,986
Adjusted Interest Expense (1)
(27,574) (39,721) — (5,001) (72,296)
Adjusted Net Interest Income (Loss) (1)
$ 15,686 $ 14,255 $ 2,699 $ (3,950) $ 28,690
Average Interest Earning Assets (3)
$ 2,827,807 $ 3,013,637 $ 91,164 $ 103,275 $ 6,035,883
Average Interest Bearing Liabilities (4)
$ 2,530,166 $ 2,519,000 $ — $ 306,946 $ 5,356,112
Yield on Average Interest Earning Assets (1) (5)
6.12 % 7.16 % 11.84 % 4.08 % 6.69 %
Average Financing Cost (1) (6)
(4.32) % (6.26) % — (6.46) % (5.37) %
Net Interest Spread (1) (7)
1.80 % 0.90 % 11.84 % (2.38) % 1.32 %
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Nine Months Ended September 30, 2025
Agency
Single-Family Credit (8)
Multi-Family Credit
Corporate/Other Total
Adjusted Interest Income (1) (2)
$ 211,458 $ 178,684 $ 6,931 $ 7,675 $ 404,748
Adjusted Interest Expense (1)
(136,871) (122,487) — (26,321) (285,679)
Adjusted Net Interest Income (Loss) (1)
$ 74,587 $ 56,197 $ 6,931 $ (18,646) $ 119,069
Average Interest Earning Assets (3)
$ 4,800,319 $ 3,288,334 $ 77,238 $ 239,397 $ 8,405,288
Average Interest Bearing Liabilities (4)
$ 4,317,105 $ 2,810,728 $ — $ 547,932 $ 7,675,765
Yield on Average Interest Earning Assets (1) (5)
5.87 % 7.25 % 11.96 % 4.27 % 6.42 %
Average Financing Cost (1) (6)
(4.24) % (5.83) % — (6.42) % (4.98) %
Net Interest Spread (1) (7)
1.63 % 1.42 % 11.96 % (2.15) % 1.44 %
Nine Months Ended September 30, 2024
Agency
Single-Family Credit (8)
Multi-Family Credit
Corporate/Other Total
Adjusted Interest Income (1) (2)
$ 111,652 $ 142,324 $ 8,072 $ 1,051 $ 263,099
Adjusted Interest Expense (1)
(67,672) (104,612) — (8,596) (180,880)
Adjusted Net Interest Income (Loss) (1)
$ 43,980 $ 37,712 $ 8,072 $ (7,545) $ 82,219
Average Interest Earning Assets (3)
$ 2,414,191 $ 2,834,435 $ 94,306 $ 34,425 $ 5,377,357
Average Interest Bearing Liabilities (4)
$ 2,157,482 $ 2,284,165 $ — $ 199,649 $ 4,641,296
Yield on Average Interest Earning Assets (1) (5)
6.17 % 6.69 % 11.41 % 4.07 % 6.52 %
Average Financing Cost (1) (6)
(4.19) % (6.12) % — (5.75) % (5.21) %
Net Interest Spread (1) (7)
1.98 % 0.57 % 11.41 % (1.68) % 1.31 %
(1) Represents a non-GAAP financial measure.
(2) Includes interest income earned on cash accounts held by the Company.
(3) Average Interest Earning Assets for the respective periods include residential loans, residential loans held for sale, multi-family loans, investment securities and cost basis of outstanding TBAs and exclude all Consolidated SLST assets other than those securities owned by the Company. Average Interest Earning Assets is calculated based on the daily average amortized cost for the respective periods.
(4) Average Interest Bearing Liabilities for the respective periods include repurchase agreements and warehouse facilities, residential loan securitization and non-Agency RMBS re-securitization CDOs, senior unsecured notes and subordinated debentures and exclude Consolidated SLST CDOs and mortgages payable on real estate as the Company does not directly incur interest expense on these liabilities that are consolidated for GAAP purposes. Average Interest Bearing Liabilities is calculated based on the daily average outstanding balance for the respective periods.
(5) Yield on Average Interest Earning Assets is calculated by dividing our annualized adjusted interest income relating to our portfolio of interest earning assets by our Average Interest Earning Assets for the respective periods.
(6) Average Financing Cost is calculated by dividing our annualized adjusted interest expense by our Average Interest Bearing Liabilities.
(7) Net Interest Spread is the difference between our Yield on Average Interest Earning Assets and our Average Financing Cost.
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(8) The Company has determined it is the primary beneficiary of Consolidated SLST and has consolidated Consolidated SLST into the Company's condensed consolidated financial statements. Our GAAP interest income includes interest income recognized on the underlying seasoned re-performing and non-performing residential loans held in Consolidated SLST. Our GAAP interest expense includes interest expense recognized on the Consolidated SLST CDOs that permanently finance the residential loans in Consolidated SLST and are not owned by the Company. We calculate adjusted interest income by reducing our GAAP interest income by the interest expense recognized on the Consolidated SLST CDOs and adjusted interest expense by excluding, among other things, the interest expense recognized on the Consolidated SLST CDOs, thus only including the interest income earned by the SLST securities that are actually owned by the Company in adjusted net interest income (loss).
For the three- and nine-month periods, adjusted interest income increased by approximately $48.5 million and $141.7 million, respectively, primarily due to an increase in interest earning assets driven by increased investment in Agency RMBS and residential loans since September 30, 2024. Yield on average interest earnings assets declined in the three- and nine-month periods, reflecting our emphasis on lower yielding Agency RMBS and business purpose rental loans (relative to business purpose bridge loans).
Adjusted interest expense increased for the three- and nine-month periods by approximately $34.5 million and $104.8 million, respectively, as a result of increased financing obtained to fund investing activity through repurchase agreements and securitizations as well as issuance of senior unsecured notes. Average financing cost decreased for the three- and nine-month periods primarily due to improved financing terms and base interest rate movements.
A reconciliation of GAAP interest income to adjusted interest income, GAAP interest expense to adjusted interest expense and GAAP total net interest income (loss) to adjusted net interest income (loss) for the three and nine months ended September 30, 2025 and 2024 , respectively, is presented below (dollar amounts in thousands):
For the Three Months Ended September 30,
2025 2024
Agency
Single-Family Credit
Multi-Family Credit
Corporate/Other Total Agency
Single-Family Credit
Multi-Family Credit
Corporate/Other Total
GAAP interest income
$ 85,975 $ 70,504 $ 2,124 $ 2,030 $ 160,633 $ 43,260 $ 61,351 $ 2,699 $ 1,051 $ 108,361
GAAP interest expense (60,472) (53,080) — (10,495) (124,047) (35,116) (47,641) — (5,367) (88,124)
GAAP total net interest income (loss)
$ 25,503 $ 17,424 $ 2,124 $ (8,465) $ 36,586 $ 8,144 $ 13,710 $ 2,699 $ (4,316) $ 20,237
GAAP interest income $ 85,975 $ 70,504 $ 2,124 $ 2,030 $ 160,633 $ 43,260 $ 61,351 $ 2,699 $ 1,051 $ 108,361
Adjusted for:
Consolidated SLST CDO interest expense — (11,199) — — (11,199) — (7,375) — — (7,375)
TBA dollar roll income
66 — — — 66 — — — — —
Adjusted interest income $ 86,041 $ 59,305 $ 2,124 $ 2,030 $ 149,500 $ 43,260 $ 53,976 $ 2,699 $ 1,051 $ 100,986
GAAP interest expense $ (60,472) $ (53,080) $ — $ (10,495) $ (124,047) $ (35,116) $ (47,641) $ — $ (5,367) $ (88,124)
Adjusted for:
Consolidated SLST CDO interest expense — 11,199 — — 11,199 — 7,375 — — 7,375
Net interest benefit of interest rate swaps 5,204 504 — 392 6,100 7,542 545 — 366 8,453
Adjusted interest expense $ (55,268) $ (41,377) $ — $ (10,103) $ (106,748) $ (27,574) $ (39,721) $ — $ (5,001) $ (72,296)
Adjusted net interest income (loss) (1)
$ 30,773 $ 17,928 $ 2,124 $ (8,073) $ 42,752 $ 15,686 $ 14,255 $ 2,699 $ (3,950) $ 28,690
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For the Nine Months Ended September 30,
2025 2024
Agency
Single-Family Credit
Multi-Family Credit
Corporate/Other Total Agency
Single-Family Credit
Multi-Family Credit
Corporate/Other Total
GAAP interest income
211,385 205,276 6,931 $ 7,675 $ 431,267 $ 111,652 162,252 $ 8,072 $ 1,051 $ 283,027
GAAP interest expense (147,403) (150,025) — (27,709) (325,137) (90,022) (125,048) — (10,813) (225,883)
GAAP total net interest income (loss)
$ 63,982 $ 55,251 $ 6,931 $ (20,034) $ 106,130 $ 21,630 $ 37,204 $ 8,072 $ (9,762) $ 57,144
GAAP interest income $ 211,385 $ 205,276 $ 6,931 $ 7,675 $ 431,267 $ 111,652 $ 162,252 $ 8,072 $ 1,051 $ 283,027
Adjusted for:
Consolidated SLST CDO interest expense — (26,592) — — (26,592) — (19,928) — — (19,928)
TBA dollar roll income
73 — — — 73 — — — — —
Adjusted interest income $ 211,458 $ 178,684 $ 6,931 $ 7,675 $ 404,748 $ 111,652 $ 142,324 $ 8,072 $ 1,051 $ 263,099
GAAP interest expense $ (147,403) $ (150,025) $ — $ (27,709) $ (325,137) $ (90,022) $ (125,048) $ — $ (10,813) $ (225,883)
Adjusted for:
Consolidated SLST CDO interest expense — 26,592 — — 26,592 — 19,928 — — 19,928
Net interest benefit of interest rate swaps 10,532 946 — 1,388 12,866 22,350 508 — 2,217 25,075
Adjusted interest expense $ (136,871) $ (122,487) $ — $ (26,321) $ (285,679) $ (67,672) $ (104,612) $ — $ (8,596) $ (180,880)
Adjusted net interest income (loss) (1)
$ 74,587 $ 56,197 $ 6,931 $ (18,646) $ 119,069 $ 43,980 $ 37,712 $ 8,072 $ (7,545) $ 82,219
(1) Adjusted net interest income (loss) is calculated by subtracting adjusted interest expense from adjusted interest income.
Earnings Available for Distribution
Previously, we presented undepreciated earnings (loss) as a supplemental non-GAAP financial measure comparable to GAAP net income (loss) attributable to Company's common stockholders. Commencing with the quarter ended March 31, 2025, we have discontinued disclosure of undepreciated earnings (loss). Beginning with the quarter ended March 31, 2025, we are presenting earnings available for distribution attributable to Company's common stockholders ("EAD") (and by calculation, EAD per common share) as a supplemental non-GAAP financial measure comparable to GAAP net income (loss) attributable to Company's common stockholders.
When presented in prior periods, undepreciated earnings (loss) was calculated as GAAP net income (loss) attributable to Company's common stockholders excluding the Company's share in depreciation expense and lease intangible amortization expense, if any, related to operating real estate, net for which an impairment has not been recognized. Over the past few years, we have executed a strategic repositioning of our business through the disposition of certain joint venture equity investments in multi-family properties and acquisition of assets that expand our interest income levels, such as Agency RMBS and business purpose loans. As a result, we believe EAD provides a clearer indication of the current income generating capacity of the Company's business operations than undepreciated earnings (loss) and we present EAD and EAD per common share as supplemental non-GAAP financial measures.
EAD is defined as GAAP net income (loss) attributable to Company's common stockholders excluding (a) realized and unrealized gains (losses) on our investment portfolio, (b) gains (losses) on derivative instruments (excluding the net interest benefit of interest rate swaps and TBA dollar roll income), (c) impairment of real estate, (d) loss on reclassification of disposal group, (e) other non-recurring gains (losses), (f) depreciation and amortization of operating real estate, (g) non-cash expenses, (h) non-recurring transaction expenses, (i) the income tax effect of non-EAD income (loss) items and (j) EAD adjustments attributable to non-controlling interests.
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We believe EAD provides management, analysts and investors with additional details regarding our underlying operating results and investment trends by excluding certain unrealized, non-cash or non-recurring components of GAAP net income (loss) in order to provide additional transparency into our operating performance. In addition, EAD serves as a useful indicator for investors in evaluating our performance and facilitates comparisons to industry peers and period to period. EAD should not be utilized in isolation, nor should it be considered as a substitute for or superior to GAAP net income (loss) attributable to Company's common stockholders or GAAP net income (loss) attributable to Company's common stockholders per basic share. Our presentation of EAD may not be comparable to similarly-titled measures of other companies, who may use different calculations. We may add additional reconciling items to our EAD calculation as appropriate.
We view EAD as one measure of our ability to generate income for distribution to common stockholders. EAD is one factor, but not the exclusive factor, that our Board of Directors uses to determine the amount, if any, of dividends on our common stock. Other factors that our Board of Directors may consider when determining the amount, if any, of dividends on our common stock include, among others, our earnings and financial condition, capital requirements, maintenance of our REIT qualification, restrictions on making distributions under Maryland law and such other factors as our Board of Directors deems relevant. EAD should not be considered as an indication of our REIT taxable income, a guaranty of our ability to pay dividends, or as a proxy for the amount of dividends we may pay, as EAD excludes certain items that impact our liquidity.
A reconciliation of GAAP net income (loss) attributable to Company's common stockholders to EAD for the three and nine months ended September 30, 2025 and 2024, respectively, is presented below (amounts in thousands, except per share data):
For the Three Months Ended September 30, For the Nine Months Ended September 30,
2025 2024 2025 2024
GAAP net income (loss) attributable to Company's common stockholders
$ 32,702 $ 32,410 $ 59,501 $ (61,957)
Adjustments:
Realized losses, net 5,610 1,380 50,481 19,404
Unrealized gains, net
(54,852) (96,949) (197,670) (41,046)
Losses on derivative instruments, net (1)
19,172 69,093 99,713 21,033
Unrealized losses, net on equity investments (2)
2,860 1,097 7,310 7,685
Impairment of real estate 1,619 7,823 9,437 48,142
Loss on reclassification of disposal group — — — 14,636
Other losses (gains) (3)
311 (21,124) (1,012) (19,114)
Depreciation and amortization of operating real estate 5,936 8,131 17,759 32,942
Non-cash expenses (4)
2,961 2,531 7,720 7,033
Transaction expenses (5)
9,233 2,454 16,891 10,915
Income tax effect of adjustments (336) 2,325 (23) 2,393
EAD adjustments attributable to non-controlling interests (3,225) 155 (9,899) (22,628)
Earnings available for distribution attributable to Company's common stockholders $ 21,991 $ 9,326 $ 60,208 $ 19,438
Weighted average shares outstanding - basic 90,406 90,582 90,437 90,895
GAAP net income (loss) attributable to Company's common stockholders per common share - basic
$ 0.36 $ 0.36 $ 0.66 $ (0.68)
EAD per common share - basic
$ 0.24 $ 0.10 $ 0.67 $ 0.21
(1) Excludes net interest benefit of interest rate swaps of approximately $6.1 million and $8.5 million for the three months ended September 30, 2025 and 2024, respectively, and $12.9 million and $25.1 million for the nine months ended September 30, 2025 and 2024, respectively. Also excludes TBA dollar roll income of approximately $66.2 thousand and $73.0 thousand for the three and nine months ended September 30, 2025, respectively.
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(2) Included in income from equity investments on the Company's condensed consolidated statements of operations.
(3) Included in other income on the Company's condensed consolidated statements of operations and primarily includes non-recurring items such as gains (losses) on sales of real estate, gains (losses) on de-consolidation, gains (losses) on extinguishment of debt, preferred equity premiums resulting from early redemption, property loss insurance proceeds and provision for uncollectible receivables.
(4) Includes stock based compensation and intangible asset amortization.
(5) Includes non-recurring expenses such as financing transaction costs and transaction and/or restructuring expenses.
Adjusted Book Value Per Common Share
Adjusted book value per common share is a supplemental non-GAAP financial measure calculated by making the following adjustments to GAAP book value: (i) exclude the Company's share of cumulative depreciation and lease intangible amortization expenses related to real estate held at the end of the period for which an impairment has not been recognized, (ii) exclude the cumulative adjustment of redeemable non-controlling interests to estimated redemption value and (iii) adjust our amortized cost liabilities that finance our investments to fair value.
Our rental property portfolio includes fee simple interests in single-family rental homes and joint venture equity interests in multi-family properties owned by Consolidated Real Estate VIEs. By excluding our share of cumulative non-cash depreciation and amortization expenses related to real estate held at the end of the period for which an impairment has not been recognized, adjusted book value reflects the value, at their undepreciated basis, of our single-family rental properties and joint venture equity investments that the Company has determined to be recoverable at the end of the period.
Additionally, in connection with third party ownership of certain of the non-controlling interests in certain of the Consolidated Real Estate VIEs, we record redeemable non-controlling interests as mezzanine equity on our condensed consolidated balance sheets. The holders of the redeemable non-controlling interests may elect to sell their ownership interests to us at fair value once a year, subject to annual minimum and maximum amount limitations, resulting in an adjustment of the redeemable non-controlling interests to fair value that is accounted for by us as an equity transaction in accordance with GAAP. A key component of the estimation of fair value of the redeemable non-controlling interests is the estimated fair value of the multi-family apartment properties held by the applicable Consolidated Real Estate VIEs. However, because the corresponding real estate assets are not reported at fair value and thus not adjusted to reflect unrealized gains or losses in our condensed consolidated financial statements, the cumulative adjustment of the redeemable non-controlling interests to fair value directly affects our GAAP book value. By excluding the cumulative adjustment of redeemable non-controlling interests to estimated redemption value, adjusted book value more closely aligns the accounting treatment applied to these real estate assets and reflects our joint venture equity investment at its undepreciated basis.
The substantial majority of our remaining assets are financial or similar instruments that are carried at fair value in accordance with the fair value option in our condensed consolidated financial statements. However, unlike our use of the fair value option for these assets, certain CDOs issued by our residential loan securitizations, certain senior unsecured notes and subordinated debentures that finance our investments are carried at amortized cost in our condensed consolidated financial statements. By adjusting these financing instruments to fair value, adjusted book value reflects the Company's net equity in investments on a comparable fair value basis.
We believe that the presentation of adjusted book value per common share provides a useful measure for investors and us as it provides a consistent measure of our value, allows management to effectively consider our financial position and facilitates the comparison of our financial performance to that of our peers.
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A reconciliation of GAAP book value to adjusted book value and calculation of adjusted book value per common share as of September 30, 2025 and December 31, 2024, respectively, is presented below (amounts in thousands, except per share data):
September 30, 2025 December 31, 2024
Company's stockholders' equity $ 1,390,777 $ 1,394,720
Preferred stock liquidation preference (559,642) (554,110)
GAAP book value 831,135 840,610
Add:
Cumulative depreciation expense on real estate (1)
26,357 20,837
Cumulative amortization of lease intangibles related to real estate (1)
4,620 4,620
Cumulative adjustment of redeemable non-controlling interest to estimated redemption value 54,782 40,675
Adjustment of amortized cost liabilities to fair value 20,481 30,619
Adjusted book value $ 937,375 $ 937,361
Common shares outstanding 90,308 90,575
GAAP book value per common share (2)
$ 9.20 $ 9.28
Adjusted book value per common share (3)
$ 10.38 $ 10.35
(1) Represents cumulative adjustments for the Company's share of depreciation expense and amortization of lease intangibles related to real estate held as of the end of the period presented for which an impairment has not been recognized.
(2) GAAP book value per common share is calculated using the GAAP book value and the common shares outstanding for the periods indicated.
(3) Adjusted book value per common share is calculated using the adjusted book value and the common shares outstanding for the periods indicated.
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Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with GAAP, which requires the use of estimates and assumptions that affect 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. These estimates are based, in part, on our judgment and assumptions regarding various economic conditions that we believe are reasonable based on facts and circumstances existing at the time of reporting. We believe that the estimates, judgments and assumptions utilized in the preparation of our consolidated financial statements are prudent and reasonable. Although our estimates contemplate conditions as of September 30, 2025 and how we expect them to change in the future, it is reasonably possible that actual conditions could be different than anticipated in those estimates, which could materially affect reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income, expenses and other comprehensive income (loss) during the periods presented.
Changes in the estimates and assumptions could have a material effect on these consolidated financial statements. Accounting policies and estimates related to specific components of our consolidated financial statements are disclosed in the notes to our consolidated financial statements. There have been no material changes to our critical accounting estimates as previously described under Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. For a discussion of our critical accounting estimates and the possible effects of changes in estimates on our consolidated financial statements, please see Part II., Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
Recent Accounting Pronouncements
A discussion of recent accounting pronouncements and the possible effects on our consolidated financial statements is included in “Note 2 — Summary of Significant Accounting Policies” included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Balance Sheet Analysis
As of September 30, 2025, we had approximately $12.4 billion of total assets. Included in this amount is approximately $1.2 billion of assets held in Consolidated SLST and $490.5 million of assets related to Consolidated Real Estate VIEs, both of which we consolidate in accordance with GAAP. As of December 31, 2024, we had approximately $9.2 billion of total assets. Included in this amount is approximately $969.7 million of assets held in Consolidated SLST and $620.6 million of assets related to Consolidated Real Estate VIEs, both of which we consolidate in accordance with GAAP. For a reconciliation of our actual interests in Consolidated SLST, see “Investing Activity” above. For a reconciliation of our investments in Consolidated Real Estate VIEs, see “Equity Investments in Multi-Family Entities” below.
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Investment Securities
At September 30, 2025, our investment securities portfolio included Agency RMBS, non-Agency RMBS and U.S. Treasury securities, which are classified as investment securities available for sale. Our investment securities also include TBAs and first loss subordinated securities and certain IOs issued by Consolidated SLST. At September 30, 2025, we had no investment securities in a single issuer or entity that had an aggregate book value in excess of 5% of our total assets. The increase in the carrying value of our investment securities as of September 30, 2025 as compared to December 31, 2024 is primarily due to purchases of Agency RMBS and an increase in the fair value of a number of our investment securities, partially offset by sales of U.S. Treasury securities and principal paydowns of Agency RMBS during the period.
The following tables summarize our investment securities portfolio as of September 30, 2025 and December 31, 2024 (dollar amounts in thousands):
September 30, 2025
Unrealized Weighted Average
Investment Securities Current Par Value Amortized Cost Gains Losses Fair Value Coupon (1)
Yield (2)
Available for Sale (“AFS”) and TBAs
Agency RMBS and TBAs
Fixed rate
$ 6,339,838 $ 6,309,171 $ 94,530 $ (1,132) $ 6,402,569 5.61 % 5.66 %
Adjustable rate
120,821 119,192 3,796 — 122,988 5.44 % 5.53 %
IO
1,519,683 114,920 1,401 (13,875) 102,446 1.66 % 11.90 %
TBAs (3)
30,000 30,764 — (121) 30,643 5.88 % —
Total Agency RMBS and TBAs
8,010,342 6,574,047 99,727 (15,128) 6,658,646 4.81 % 5.78 %
Non-Agency RMBS
Senior
4,000 4,000 104 — 4,104 8.76 % 8.76 %
Subordinated 8,509 7,917 8 (2,316) 5,609 4.71 % 5.51 %
IO 322,032 12,168 6,293 — 18,461 1.49 % 28.86 %
Total Non-Agency RMBS 334,541 24,085 6,405 (2,316) 28,174 1.64 % 18.55 %
U.S. Treasury securities
180,890 180,868 2,520 (850) 182,538 4.58 % 4.57 %
Total - AFS and TBAs
$ 8,525,773 $ 6,779,000 $ 108,652 $ (18,294) $ 6,869,358 4.63 % 5.82 %
Consolidated SLST
Non-Agency RMBS
Subordinated $ 252,075 $ 183,146 $ 2,744 $ (39,004) $ 146,886 4.78 % 6.84 %
IO 122,546 12,262 — (357) 11,905 3.50 % 9.09 %
Total Non-Agency RMBS 374,621 195,408 2,744 (39,361) 158,791 4.34 % 7.00 %
Total - Consolidated SLST $ 374,621 $ 195,408 $ 2,744 $ (39,361) $ 158,791 4.34 % 7.00 %
Total Investment Securities $ 8,900,394 $ 6,974,408 $ 111,396 $ (57,655) $ 7,028,149 4.62 % 5.86 %
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December 31, 2024
Unrealized Weighted Average
Investment Securities Current Par Value Amortized Cost Gains Losses Fair Value Coupon (1)
Yield (2)
Available for Sale (“AFS”)
Agency RMBS
Fixed rate
$ 2,943,583 $ 2,949,038 $ 11,733 $ (21,711) $ 2,939,060 5.84 % 5.73 %
Adjustable rate 131,817 130,119 285 (822) 129,582 5.47 % 5.40 %
IO
1,169,330 83,878 843 (16,551) 68,170 0.89 % 11.82 %
Total Agency RMBS 4,244,730 3,163,035 12,861 (39,084) 3,136,812 4.24 % 5.88 %
Non-Agency RMBS
Senior
42,214 42,214 160 (9) 42,365 8.14 % 8.10 %
Subordinated 11,509 10,869 — (2,605) 8,264 5.19 % 5.95 %
IO 346,582 13,120 5,938 — 19,058 1.52 % 28.86 %
Total Non-Agency RMBS 400,305 66,203 6,098 (2,614) 69,687 2.01 % 14.02 %
U.S. Treasury securities
652,792 657,659 — (35,614) 622,045 4.16 % 4.13 %
Total - AFS $ 5,297,827 $ 3,886,897 $ 18,959 $ (77,312) $ 3,828,544 4.04 % 5.98 %
Consolidated SLST
Non-Agency RMBS
Subordinated $ 242,088 $ 181,716 $ 4,945 $ (52,134) $ 134,527 4.60 % 6.02 %
IO 129,478 14,634 — (653) 13,981 3.50 % 8.54 %
Total Non-Agency RMBS 371,566 196,350 4,945 (52,787) 148,508 4.21 % 6.23 %
Total - Consolidated SLST $ 371,566 $ 196,350 $ 4,945 $ (52,787) $ 148,508 4.21 % 6.23 %
Total Investment Securities $ 5,669,393 $ 4,083,247 $ 23,904 $ (130,099) $ 3,977,052 4.05 % 5.94 %
(1) Our weighted average coupon was calculated by dividing our annualized coupon income by our weighted average current par value for the respective periods.
(2) Our weighted average yield was calculated by dividing our annualized interest income by our weighted average amortized cost for the respective periods and excludes TBAs.
(3) TBAs are recorded as derivative instruments in the accompanying condensed consolidated financial statements. As of September 30, 2025, our TBAs had a net carrying value of $0.1 million reported in other liabilities on the accompanying condensed consolidated balance sheets. The net carrying value represents the difference between the implied fair value of the underlying security in the TBA contract and the price to be paid or received for the underlying security (or amortized cost).
The following tables summarize certain characteristics of our Agency RMBS portfolio, inclusive of TBAs, as of September 30, 2025 and December 31, 2024 (dollar amounts in thousands):
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September 30, 2025
Weighted Average
Current Par Value Fair Value CPR (1) (2)
Loan Age (Months) (2)
Agency RMBS and TBAs
30-Year Fixed rate
4.5%
$ 50,630 $ 49,169 3.6 % 26
5.0%
1,432,880 1,423,030 4.4 % 11
5.5%
3,450,197 3,486,471 6.8 % 15
6.0%
1,127,767 1,154,854 9.5 % 23
6.5%
278,364 289,045 16.5 % 29
TBAs 6.0%
30,000 30,643 — —
Total 30-Year Fixed rate
6,369,838 6,433,212 7.1 % 16
Adjustable rate
120,821 122,988 10.3 % 29
IO
1,519,683 102,446 15.2 % 20
Total Agency RMBS and TBAs
$ 8,010,342 $ 6,658,646 7.3 % 16
December 31, 2024
Weighted Average
Current Par Value Fair Value CPR (1)
Loan Age (Months)
Agency RMBS
30-Year Fixed rate
4.5%
$ 52,192 $ 49,201 0.5 % 18
5.0%
154,590 149,462 6.7 % 19
5.5%
1,178,435 1,165,078 10.3 % 18
6.0%
1,234,506 1,243,222 14.9 % 15
6.5%
323,860 332,097 22.0 % 21
Total 30-Year Fixed rate
2,943,583 2,939,060 13.1 % 17
Adjustable rate
131,817 129,582 12.3 % 20
IO
1,169,330 68,170 31.1 % 17
Total Agency RMBS
$ 4,244,730 $ 3,136,812 13.6 % 17
(1) Three-month weighted average actual conditional prepayment rate, or CPR, of Agency RMBS held as of date indicated.
(2) Excludes TBAs as they do not have a defined weighted-average loan balance or age until mortgages have been assigned to the pool.
As of September 30, 2025 and December 31, 2024 , investment securities with a fair value of $6.3 billion and $3.7 billion, respectively, were pledged as collateral under the Company's outstanding repurchase agreements.
As of September 30, 2025 and December 31, 2024 , Agency RMBS with a fair value of $68.2 million and $33.4 million, respectively, were pledged as initial margin for outstanding interest rate swaps.
As of September 30, 2025 and December 31, 2024 , Consolidated SLST subordinated bonds with a fair value of $124.9 million and $114.0 million, respectively, were held in a non-Agency RMBS re-securitization (see “Investment Securities Financing—Collateralized Debt Obligations” below).
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Investment Securities Financing
Repurchase Agreements
As of September 30, 2025 , the Company had $6.1 billion outstanding under repurchase agreements with third-party financial institutions to fund a portion of its investment securities available for sale and certain securities owned in Consolidated SLST. These repurchase agreements are short-term financings that bear interest rates typically based on a spread to SOFR and are secured by the investment securities which they finance. Upon entering into a financing transaction, our counterparties negotiate a “haircut”, which is the difference expressed in percentage terms between the fair value of the collateral and the amount the counterparty will advance to us. The size of the haircut represents the counterparty’s perceived risk associated with holding the investment securities as collateral. The haircut provides counterparties with a cushion for daily market value movements that reduce the need for margin calls or margins to be returned as normal daily changes in investment security market values occur. The Company expects to roll outstanding amounts under its repurchase agreements into new repurchase agreements or other financings, or to repay outstanding amounts, prior to or at maturity.
As of September 30, 2025, the Company had no repurchase agreement exposure where the amount of investment securities at risk was in excess of 5% of the Company's stockholders’ equity. As of September 30, 2025, the weighted average interest rate for repurchase agreements secured by investment securities was 4.43%.
The following table details the quarterly average balance, ending balance and maximum balance at any month-end during each quarter in 2025, 2024 and 2023 for our repurchase agreements secured by investment securities (dollar amounts in thousands):
Quarter Ended Quarterly Average
Balance End of Quarter
Balance Maximum Balance
at any Month-End
September 30, 2025 $ 5,768,898 $ 6,100,691 $ 6,198,269
June 30, 2025 4,512,106 4,602,078 4,602,078
March 31, 2025 4,000,724 4,128,622 4,156,941
December 31, 2024 3,328,795 3,516,611 3,516,611
September 30, 2024 2,772,203 3,045,597 3,045,597
June 30, 2024 2,202,770 2,447,851 2,447,851
March 31, 2024 2,078,041 2,057,361 2,126,993
December 31, 2023 1,851,577 1,862,063 1,870,941
September 30, 2023 1,184,714 1,490,996 1,490,996
June 30, 2023 492,473 664,459 664,459
March 31, 2023 131,174 226,778 226,778
TBA Dollar Rolls
From time to time, we enter into TBAs as an alternate means of investing in and financing Agency RMBS. We include the cost basis of outstanding TBAs in our measures of leverage because a forward contract to acquire Agency RMBS in the TBA market carries similar risks to Agency RMBS purchased in the cash market and funded with on-balance sheet liabilities. As of September 30, 2025, the Company had outstanding TBA forward contracts with a cost basis of $30.8 million.
Collateralized Debt Obligations
We refer to our re-securitization of the Company's investment in certain subordinated securities issued by Consolidated SLST as our 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.
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The following table presents a summary of CDOs issued by our non-Agency RMBS re-securitization as of September 30, 2025 and December 31, 2024 :
Outstanding Face Amount Carrying Value Interest Rate (1)(2)
Stated Maturity (3)
September 30, 2025 $ 66,742 $ 66,762 7.38 % 2064
December 31, 2024 70,867 70,757 7.38 % 2064
(1) 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) The Company's non-Agency RMBS re-securitization CDOs contain an interest rate step-up feature whereby the interest rate increases if the outstanding notes are not redeemed by an expected redemption date, as defined in the governing documents. As of September 30, 2025, CDOs with an aggregate outstanding face amount of $66.7 million contain an interest rate step-up feature whereby the interest rate increases by 3.00% beginning July 2027, if the notes are not redeemed before such date.
(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 governing documents. As a result, the actual maturity of the CDOs may occur earlier than the stated maturity.
The Company has elected the fair value option for CDOs issued by its non-Agency RMBS re-securitization ( see Note 17 ) . For the three and nine months ended September 30, 2025, the Company recognized $50.0 thousand and $132.6 thousand in net unrealized losses, respectively, on its non-Agency RMBS re-securitization, which are included in unrealized gains, net on the accompanying condensed consolidated statements of operations.
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Residential Loans
The following table presents t he Company’s residential loans, which include acquired and originated residential loans held in the Company's investment portfolio, residential loans held in Consolidated SLST and originated residential loans held for sale as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025 December 31, 2024
Acquired and originated residential loans
$ 2,969,048 $ 2,876,066
Consolidated SLST 1,182,599 965,672
Originated residential loans held for sale
105,036 —
Total $ 4,256,683 $ 3,841,738
Acquired and Originated Residential Loans
Acquired and originated residential loans held in the Company's investment portfolio includes business purpose loans and performing, re-performing, and non-performing residential loans and are presented at fair value on our condensed consolidated balance sheets. Subsequent changes in fair value are reported in current period earnings and presented in unrealized gains (losses), net on the Company’s condensed consolidated statements of operations.
The following tables detail our acquired and originated residential loans by strategy at September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
Number of Loans Unpaid Principal Fair Value Weighted Average FICO Weighted Average LTV (1)
Weighted Average Coupon
Business purpose rental loan strategy
5,996 $ 1,201,784 $ 1,227,776 747 70% 7.07%
Business purpose bridge loan strategy
1,924 928,677 917,069 741 65% 10.42%
Performing residential loan strategy
2,405 551,781 492,192 749 52% 4.21%
Re-performing residential loan strategy
2,687 340,719 332,011 659 46% 5.16%
Total 13,012 $ 3,022,961 $ 2,969,048
December 31, 2024
Number of Loans Unpaid Principal Fair Value Weighted Average FICO Weighted Average LTV (1)
Weighted Average Coupon
Business purpose rental loan strategy
3,418 $ 769,843 $ 758,040 746 73% 6.82%
Business purpose bridge loan strategy
2,321 1,176,555 1,157,085 742 65% 10.50%
Performing residential loan strategy
2,630 610,203 525,267 740 58% 4.18%
Re-performing residential loan strategy
3,484 461,101 435,674 636 54% 5.17%
Total 11,853 $ 3,017,702 $ 2,876,066
(1) For second mortgages (included in performing residential loan strategy), the Company calculates the combined loan-to-value ("LTV"). For business purpose bridge loans, the Company calculates LTV as the ratio of the maximum unpaid principal balance of the loan, including unfunded commitments, to the estimated “after repaired” value of the collateral securing the related loan.
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Characteristics of Our Acquired and Originated Residential Loans:
Loan to Value at Purchase (1)
September 30, 2025 December 31, 2024
50% or less 8.1 % 9.0 %
>50% - 60% 8.7 % 9.7 %
>60% - 70% 21.2 % 21.7 %
>70% - 80% 44.1 % 38.0 %
>80% - 90% 10.8 % 12.7 %
>90% - 100% 4.1 % 4.7 %
>100% 3.0 % 4.2 %
Total 100.0 % 100.0 %
(1) For second mortgages, the Company calculates the combined LTV. For business purpose bridge loans, the Company calculates LTV as the ratio of the maximum unpaid principal balance of the loan, including unfunded commitments, to the estimated “after repaired” value of the collateral securing the related loan.
FICO Scores at Purchase September 30, 2025 December 31, 2024
550 or less 3.8 % 5.6 %
551 to 600 3.7 % 4.8 %
601 to 650 4.5 % 5.3 %
651 to 700 13.8 % 14.6 %
701 to 750 30.4 % 27.5 %
751 to 800 35.6 % 34.5 %
801 and over 8.2 % 7.7 %
Total 100.0 % 100.0 %
Current Coupon September 30, 2025 December 31, 2024
3.00% or less 4.8 % 5.4 %
3.01% - 4.00% 9.8 % 11.6 %
4.01% - 5.00% 12.0 % 14.2 %
5.01% - 6.00% 5.0 % 5.9 %
6.01% - 7.00% 10.3 % 7.6 %
7.01% - 8.00% 20.2 % 11.5 %
8.01% and over 37.9 % 43.8 %
Total 100.0 % 100.0 %
Delinquency Status September 30, 2025 December 31, 2024
Current 94.7 % 91.2 %
31 – 60 days 0.9 % 1.6 %
61 – 90 days 0.6 % 1.1 %
90+ days 3.8 % 6.1 %
Total 100.0 % 100.0 %
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Origination Year September 30, 2025 December 31, 2024
2007 or earlier 10.2 % 13.8 %
2008 - 2019
7.0 % 8.3 %
2020 - 2022
21.6 % 27.1 %
2023
4.1 % 8.2 %
2024
28.4 % 42.6 %
2025
28.7 % —
Total 100.0 % 100.0 %
On July 15, 2025, the Company acquired the outstanding membership interests in Constructive that were not previously owned by the Company ( see Note 24 ) . Prior to July 15, 2025, the Company purchased approximately $70.9 million and $299.6 million of residential loans from Constructive during the three and nine months ended September 30, 2025, respectively, and approximately $30.2 million and $137.6 million of residential loans from Constructive during the three and nine months ended September 30, 2024, respectively . The Company sold approximately $18.7 million of residential loans to Constructive prior to July 15, 2025, recognizing a realized gain of approximately $0.2 million for the nine months ended September 30, 2025.
Consolidated SLST
The Company owns 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 of the securitizations and the CDOs issued to permanently finance these residential loans, representing Consolidated SLST.
During the nine months ended September 30, 2025, the Company invested in a subordinated security issued by a Freddie Mac-sponsored residential loan securitization, resulting in the initial consolidation of approximately $247.4 million of residential loans and approximately $235.2 million of CDOs in the VIE. Our investment in Consolidated SLST as of September 30, 2025 and December 31, 2024 was limited to the RMBS comprised of first loss subordinated securities and certain IOs issued by the respective securitizations with an aggregate net carrying value of $158.8 million and $148.5 million, respectively. For more information on investment securities held by the Company within Consolidated SLST, refer to the "Investment Securities" section above.
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The following table details the loan characteristics of the underlying residential loans that back our first loss subordinated securities issued by Consolidated SLST as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands, except current average loan size):
September 30, 2025 December 31, 2024
Current fair value $ 1,182,599 $ 965,672
Current unpaid principal balance $ 1,329,199 $ 1,111,633
Number of loans 8,763 7,246
Current average loan size $ 151,684 $ 153,413
Weighted average original loan term (in months) at purchase 346 347
Weighted average LTV at purchase 66 % 62 %
Weighted average credit score at purchase 791 767
Current Coupon:
3.00% or less 6.7 % 5.1 %
3.01% – 4.00% 36.1 % 35.4 %
4.01% – 5.00% 38.9 % 40.6 %
5.01% – 6.00% 10.8 % 11.2 %
6.01% and over 7.5 % 7.7 %
Delinquency Status:
Current 68.5 % 68.2 %
31 - 60 15.1 % 15.3 %
61 - 90 5.9 % 6.0 %
90+ 10.5 % 10.5 %
Origination Year:
2005 or earlier 24.0 % 27.5 %
2006 12.5 % 14.4 %
2007 18.5 % 19.8 %
2008 or later 45.0 % 38.3 %
Geographic state concentration (greater than 5.0%):
California 11.2 % 11.7 %
New York
10.7 % 10.8 %
Florida
8.7 % 9.1 %
Illinois
7.4 % 6.3 %
New Jersey
6.2 % 6.8 %
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Originated Residential Loans Held for Sale
Residential loans held for sale, at fair value, consist of business purpose loans originated by Constructive and held for sale to secondary market investors as of September 30, 2025.
The following table details the loan characteristics of our residential loans held for sale as of September 30, 2025 (dollar amounts in thousands, except current average loan size):
September 30, 2025
Current fair value $ 105,036
Current unpaid principal balance $ 102,439
Number of loans 491
Current average loan size $ 208,634
Weighted average FICO
753
Weighted average LTV
74 %
Weighted average coupon
7.2 %
The following tables include additional information on residential loans originated between July 15, 2025 and September 30, 2025 (dollar amounts in thousands):
Originations by Channel
Unpaid Principal
%
Retail
$ 47,987 12.5 %
Wholesale
334,456 87.5 %
Total $ 382,443 100.0 %
Originations by Strategy
Unpaid Principal
%
Business purpose bridge loan strategy
$ 18,530 4.8 %
Business purpose rental loan strategy
363,913 95.2 %
Total $ 382,443 100.0 %
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Residential Loans, Real Estate Owned and Single-Family Rental Property Financing
Repurchase Agreements and Warehouse Facilities
As of September 30, 2025, the Company had repurchase agreements or warehouse facilities with eight third-party financial institutions to fund the purchase or origination of residential loans, real estate owned and single-family rental properties. As of September 30, 2025, the Company had no repurchase agreement or warehouse facility exposure where the amount at risk was in excess of 5% of the Company's stockholders’ equity. 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 following table presents detailed information about these repurchase agreements and warehouse facilities and associated assets pledged as collateral at September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
Maximum Aggregate Uncommitted Principal or Line Amount
Outstanding
Repurchase Agreements and Warehouse Facilities
Net Deferred Finance Costs (1)
Carrying Value of Repurchase Agreements and Warehouse Facilities
Carrying Value of Assets Pledged (2)
Weighted Average Rate Weighted Average Months to Maturity (3)
September 30, 2025 $ 3,225,000 $ 380,692 $ (311) $ 380,381 $ 474,220 6.37 % 5.56
December 31, 2024 $ 2,775,000 $ 496,410 $ (796) $ 495,614 $ 659,183 6.70 % 9.64
(1) 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 condensed 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.
(2) Includes residential loans and real estate owned with an aggregate carrying value of $252.9 million, residential loans held for sale with a net carrying value of $102.8 million, and single-family rental properties with a net carrying value of $118.5 million as of September 30, 2025. Includes residential loans and real estate owned with an aggregate fair value of $524.6 million and single-family rental properties with a net carrying value of $134.6 million as of December 31, 2024.
(3) The Company expects to either roll outstanding amounts under these repurchase agreements and warehouse facilities into new financing arrangements or repay outstanding amounts in full prior to or at maturity.
The following table details the quarterly average balance, ending balance and maximum balance at any month-end during each quarter in 2025, 2024 and 2023 for our repurchase agreements and warehouse facilities secured by residential loans, residential loans held for sale and single-family rental properties (dollar amounts in thousands):
Quarter Ended Quarterly Average
Balance End of Quarter
Balance Maximum Balance
at any Month-End
September 30, 2025 $ 514,353 $ 380,692 $ 614,683
June 30, 2025 $ 310,977 $ 305,440 $ 329,477
March 31, 2025 491,455 357,483 561,854
December 31, 2024 386,047 496,410 496,410
September 30, 2024 656,976 566,621 812,828
June 30, 2024 521,269 505,542 576,119
March 31, 2024 437,826 456,038 456,038
December 31, 2023 559,118 611,055 611,055
September 30, 2023 469,393 505,477 505,477
June 30, 2023 524,264 481,947 579,475
March 31, 2023 579,271 562,371 609,885
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Collateralized Debt Obligations
Included in our portfolio are residential loans that are pledged as collateral for CDOs issued by the Company or by Consolidated SLST. The Company had a net investment in Consolidated SLST and other residential loan securitizations of $160.2 million and $286.8 million, respectively, as of September 30, 2025. As of December 31, 2024, the Company had a net investment in Consolidated SLST and other residential loan securitizations of $149.8 million and $215.2 million, respectively.
The following tables present a summary of Consolidated SLST CDOs and CDOs issued by the Company's residential loan securitizations as of September 30, 2025 and December 31, 2024, respectively (dollar amounts in thousands):
September 30, 2025
Outstanding Face Amount Carrying Value Weighted Average Interest Rate (1)(2)
Stated Maturity (3)
Consolidated SLST (4)
$ 1,074,080 $ 1,016,952 3.36 % 2059 - 2065
Residential loan securitizations at fair value (4)
$ 2,148,070 $ 2,118,581 5.34 % 2029 - 2069
Residential loan securitizations at amortized cost, net $ 376,200 $ 375,164 3.73 % 2035 - 2061
December 31, 2024
Outstanding Face Amount Carrying Value Weighted Average Interest Rate (1)
Stated Maturity (3)
Consolidated SLST (4)
$ 867,004 $ 811,591 3.49 % 2059 - 2064
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
(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) 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 September 30, 2025, CDOs with an aggregate outstanding face amount of $1.9 billion contain an interest rate step-up feature whereby the interest rate increases by either 1.00%, 1.50%, 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 are primarily determined by the rate of principal prepayments on the assets of the issuing entity. The CDOs are also subject to redemption prior to the stated maturity according to the terms of the respective governing documents. As a result, the actual maturity of the CDOs may occur earlier than the stated maturity.
(4) The Company has elected the fair value option for CDOs issued by Consolidated SLST and residential loan securitizations completed after January 1, 2024 ( see Note 17 ) . See Note 7 for unrealized gains or losses recognized on CDOs issued by Consolidated SLST. For the three and nine months ended September 30, 2025, the Company recognized $8.8 million and $20.8 million in net unrealized losses, respectively, on residential loan securitizations at fair value, which are included in unrealized gains (losses), net on the accompanying condensed consolidated statements of operations. For the three and nine months ended September 30, 2024, the Company recognized $18.8 million and $17.3 million in net unrealized losses, respectively, on residential loan securitizations at fair value, which are included in unrealized gains (losses), net on the accompanying condensed consolidated statements of operations.
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Mezzanine Lending
The Company's Mezzanine Lending strategy may include preferred equity in, and mezzanine loans to, entities that have multi-family real estate assets. A preferred equity investment is an equity investment in the entity that owns the underlying property and mezzanine loans are secured by a pledge of the borrower’s equity ownership in the property. We evaluate our Mezzanine Lending investments for accounting treatment as loans versus equity investments. Mezzanine Lending investments for which the characteristics, facts and circumstances indicate that loan accounting treatment is appropriate are included in multi-family loans on our condensed consolidated balance sheets.
Mezzanine Lending investments where the risks and payment characteristics are equivalent to an equity investment are accounted for using the equity method of accounting and are included in equity investments on our condensed consolidated balance sheets. The Company records its equity in earnings or losses from these Mezzanine Lending investments under the hypothetical liquidation of book value method of accounting due to the structures and the preferences it receives on the distributions from these entities pursuant to the respective agreements. Under this method, the Company recognizes income or loss in each period based on the change in liquidation proceeds it would receive from a hypothetical liquidation of its investment.
The Company is also the primary beneficiary of a VIE that owns a multi-family apartment community and in which the Company holds a preferred equity investment. The Company determined that it has the power to direct the activities of the VIE and consolidates this VIE into its condensed consolidated financial statements.
During the three months ended September 30, 2024, the Company negotiated a short-term maturity extension on one preferred equity investment that included an increase in preferred return rate to a current market rate. During the nine months ended September 30, 2025, the Company negotiated a further short-term maturity extension on this preferred equity investment for which the underlying property was subject to a purchase and sale agreement with a closing date subsequent to the scheduled maturity of the preferred equity investment. This investment was redeemed during the nine months ended September 30, 2025.
During the nine months ended September 30, 2024, the Company reduced the fair value of one defaulted preferred equity investment to zero as a result of developments with respect to the property, its financing and market conditions. This investment represents 2.7% of the total investment amount of the
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