Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosures. An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
Management’s Report on Internal Control Over Financial Reporting . Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the reliability, preparation and fair presentation of published financial statements in accordance with GAAP. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013) (the “COSO framework”). Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Annual Report on Form 10-K and is incorporated by reference herein.
Changes in Internal Control Over Financial Reporting. There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls. Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
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Item 9B. OTHER INFORMATION
None .
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is included in our Proxy Statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025 (the “2026 Proxy Statement”) and is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
The information required by this item is included in the 2026 Proxy Statement and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Except as set forth below, the information required by this item is included in the 2026 Proxy Statement and is incorporated herein by reference.
The information presented under the heading “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Securities Authorized for Issuance Under Equity Compensation Plans” in Item 5 of Part II of this Form 10-K is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is included in the 2026 Proxy Statement and is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is included in the 2026 Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements.
See the accompanying Index to Financial Statement Schedule on Page F-1.
(b) Exhibits.
EXHIBIT INDEX
Exhibits: The exhibits required by Item 601 of Regulation S-K are listed below.
Exhibit Description
3.1
Articles of Amendment and Restatement of the Company, as amended (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025).
3.2
Fourth Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025).
3.3
Articles Supplementary designating the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 31, 2013).
3.4
Articles Supplementary classifying and designating 2,550,000 additional shares of the Series B Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2015).
3.5
Articles Supplementary classifying and designating the Company’s 7.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) (Incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on April 21, 2015).
3.6
Articles Supplementary classifying and designating the Company’s 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series D Preferred Stock”) (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).
3.7
Articles Supplementary classifying and designating 2,460,000 additional shares of the Series C Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019).
3.8
Articles Supplementary classifying and designating 2,650,000 additional shares of the Series D Preferred Stock (Incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2019).
3.9
Articles Supplementary classifying and designating the Company's 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series E Preferred Stock”) (Incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 15, 2019).
3.10
Articles Supplementary classifying and designating 3,000,000 additional shares of the Series E Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 27, 2019).
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3.11
Articles Supplementary classifying and designating the Company’s 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series F Preferred Stock”) (Incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 6, 2021).
3.12
Articles Supplementary reclassifying and designating 6,600,000 authorized but unissued shares of the Series C Preferred Stock as additional shares of undesignated preferred stock, $0.01 par value per share, of the Company (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 5, 2021).
3.13
Articles Supplementary classifying and designating 2,000,000 additional shares of the Series F Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2021).
3.14
Articles Supplementary classifying and designating the Company’s 7.000% Series G Cumulative Redeemable Preferred Stock (the “Series G Preferred Stock”) (Incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 23, 2021).
3.15
Articles Supplementary reclassifying and designating 6,000,000 authorized but unissued shares of the Series B Preferred Stock as additional shares of undesignated preferred stock, $0.01 par value per share, of the Company (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021).
3.16
Articles Supplementary classifying and designating 2,000,000 additional shares of the Series G Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2022).
3 .17
Articles of Amendment effecting the change of the name of the Company (Incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2025).
4.1
Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-11 (Registration No. 333-111668) filed with the Securities and Exchange Commission on June 18, 2004).
4.2
Form of Certificate representing the Series D Preferred Stock (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 10, 2017).
4.3
Form of Certificate representing the Series E Preferred Stock (Incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 15, 2019).
4.4
Form of Certificate representing the Series F Preferred Stock (Incorporated by reference to Exhibit 3.10 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 6, 2021).
4.5
Form of Certificate representing the Series G Preferred Stock (Incorporated by reference to Exhibit 3.11 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 23, 2021).
4.6
Indenture, dated January 23, 2017, between the Company and U.S. Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2017).
4.7
Indenture, dated as of April 27, 2021, between the Company and UMB Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2021).
4.8
Form of 5.75% Senior Notes due 2026 (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 27, 2021).
4.9
Second Supplemental Indenture, dated as of June 28, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 28, 2024).
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4.10
Form of 9.125% Senior Notes due 2029 (Incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on June 28, 2024).
4.11
Third Supplemental Indenture, dated as of January 14, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.11 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 14, 2025).
4.12
Form of 9.125% Senior Notes due 2030 (Incorporated by reference to Exhibit 4.12 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 14, 2025).
4.13
Supplemental Indenture, dated June 12, 2025, between the Company and UMB Bank National Association, as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13, 2025).
4.14
Fourth Supplemental Indenture, dated July 8, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.14 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 8, 2025).
4.15
Form of 9.875% Senior Notes Due 2030 of the Company (Incorporated by reference to Exhibit 4.15 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on July 8, 2025).
4.16
Fifth Supplemental Indenture, dated January 13, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated by reference to Exhibit 4.16 to the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 13, 2026).
4.17
Form of 9.250% Senior Notes Due 2031 of the Company (Incorporated by reference to Exhibit 4.17 to the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 13, 2026).
Certain instruments defining the rights of holders of long-term debt securities of the Company and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company hereby undertakes to furnish to the Securities and Exchange Commission, upon request, copies of any such instruments .
4. 18 *
Description of the Company’s securities under Section 12 of the Exchange Act.
10.1 †
The Company's 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2017).
10.2 †
Amendment No. 1 to the Company's 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2019).
10.3 †
Amendment No. 2 to the Company's 2017 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2021).
10.4 †
Form of Restricted Stock Award Agreement for Officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009).
10.5 †
Form of Restricted Stock Award Agreement for Directors (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2009).
10.6 †
Amended and Restated Employment Agreement, dated as of November 3, 2025, between the Company and Jason T. Serrano (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025).
10.7 †
Amended and Restated Employment Agreement, dated as of November 3, 2025, between the Company and Kristine R. Nario-Eng (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025).
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10.8 †
Amended and Restated Employment Agreement, dated as of November 3, 2025, between the Company and Nicholas Mah (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 4, 2025).
10.9 †
The Company's Amended and Restated 2019 Annual Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2019).
10.10 †
The Company’s 2020 Annual Incentive Plan (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020).
10.1 1 †
Form of 2020 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020).
10.12 †
Form of Restricted Stock Award Agreement for Employees (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020).
10.13 †
Form of 2021 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2021).
10.14 †
Form of 2021 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2021).
10.15 †
The Company’s 2021 Annual Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2021).
10.16 †
Form of 2022 Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022).
10.17 †
Form of 2022 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022).
10.18 †
Form of 2022 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022).
10.19 †
The Company’s 2022 Annual Incentive Plan (Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022).
10.20 †
Form of 2023 Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2023).
10.21 †
Form of 2023 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2023).
10.22 †
Form of 2023 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2023).
10.23 †
The Company’s 2023 Annual Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2023).
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10.24 †
Form of 2024 Restricted Stock Award Agreement (Incorporated by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024).
10.25 †
Form of 2024 Performance Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2024).
10.26 †
Form of 2024 Restricted Stock Unit Award Agreement (Incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2024).
10.27 †
The Company's 2024 Annual Incentive Plan (Incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 3, 2024).
10.28 †
Form of 2024 Deferred Stock Unit Agreement (Incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 1, 2024).
10.29 †
Form of 2025 Performance Stock Unit Award Agreement. (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2025).
10.30 †
Form of 2025 Restricted Stock Unit Award Agreement. (Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2025).
10.31 †
The Company's 2025 Annual Incentive Plan. (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 21, 2025).
10.32 †
Form of 2025 Deferred Stock Unit Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2025).
10.33 *†
Form of 2026 Performance Stock Unit Award Agreement.
10.34 *†
Form of 2026 Restricted Stock Unit Award Agreement.
10.35 *†
The Company’s 2026 Annual Incentive Plan.
10.36 †
Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2020).
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19.1 *
Insider Trading Policy.
21.1 *
List of Subsidiaries of the Registrant.
23.1 *
Consent of Independent Registered Public Accounting Firm (Grant Thornton LLP).
31.1 *
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 **
Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1 †
Policy Relating to Recovery of Erroneously Awarded Compensation (Incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February 23, 2024).
99.1
Equity Distribution Agreement, dated August 10, 2021, by and between the Company and B. Riley Securities, Inc. (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2021).
99.2
Equity Distribution Agreement, dated June 13, 2025, by and between the Company and JonesTrading Institutional Services LLC (Incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 13. 2025).
101.INS***
XBRL Instance Document
101.SCH***
Taxonomy Extension Schema Document
101.CAL***
Taxonomy Extension Calculation Linkbase Document
101.DE XBRL***
Taxonomy Extension Definition Linkbase Document
101.LAB***
Taxonomy Extension Label Linkbase Document
101.PRE***
Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document
† Management contract or compensatory plan or arrangement.
* Filed herewith.
** Furnished herewith. Such certification shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
*** Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2025 and 2024; (ii) Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023; (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024 and 2023; (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023; and (vi) Notes to Consolidated Financial Statements.
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Item 16. FORM 10-K SUMMARY
None.
142
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ADAMAS TRUST, INC.
Date: February 20, 2026 By: /s/ Jason T. Serrano
Jason T. Serrano
Chief Executive Officer
(Principal Executive Officer)
Date: February 20, 2026 By: /s/ Kristine R. Nario-Eng
Kristine R. Nario-Eng
Chief Financial Officer
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ Jason T. Serrano Chief Executive Officer and Director
February 20, 2026
Jason T. Serrano (Principal Executive Officer)
/s/ Kristine R. Nario-Eng Chief Financial Officer February 20, 2026
Kristine R. Nario-Eng (Principal Financial and Accounting Officer)
/s/ Steven R. Mumma Chairman of the Board February 20, 2026
Steven R. Mumma
/s/ Eugenia R. Cheng Director February 20, 2026
Eugenia R. Cheng
/s/ Michael B. Clement Director February 20, 2026
Michael B. Clement
/s/ Audrey E. Greenberg Director February 20, 2026
Audrey E. Greenberg
/s/ Steven G. Norcutt Director February 20, 2026
Steven G. Norcutt
/s/ Lisa A. Pendergast Director February 20, 2026
Lisa A. Pendergast
143
ADAMAS TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AND
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
For Inclusion in Form 10-K
Filed with
United States Securities and Exchange Commission
December 31, 2025
F-1
ADAMAS TRUST, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements
FINANCIAL STATEMENTS: PAGE
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 248 )
F- 2
Consolidated Balance Sheets
F- 5
Consolidated Statements of Operations
F- 6
Consolidated Statements of Comprehensive Income ( Loss )
F- 7
Consolidated Statements of Changes in Stockholders' Equity
F- 8
Consolidated Statements of Cash Flows
F- 10
Notes to Consolidated Financial Statements
F- 12
Note 1. Organization
F- 13
Note 2. Summary of Significant Accounting Policies
F- 14
Note 3 . Investment Securities Available For Sale, at Fair Value
F- 25
Note 4 . Residential Loans and Residential Loans Held for Sale , at Fair Value
F- 27
Note 5. Multi-family Loans, at Fair Value
F- 30
Note 6. Equity Investments , at Fair Value
F- 31
Note 7. Use of Special Purpose Entities (SPE) and Variable Interest Entities (VIE)
F- 34
Note 8. Real Estate, Net
F- 41
Note 9. A ssets and Liabilities of Disposal Group Held for Sale
F- 44
Note 10. Derivative Instruments
F- 46
Note 11. M ortgage Servicing Rights
F- 52
Note 12. Other Assets and Other Liabilities
F- 53
Note 13. Repurchase Agreements and Warehouse Facilities
F- 54
Note 14. Collateralized Debt Obligations
F- 57
Note 15. Debt
F- 59
Note 16. Commitments and Contingencies
F- 63
Note 17. Fair Value of Financial Instruments
F- 64
Note 18. Stockholders' Equity
F- 75
Note 19. Earnings ( Loss ) Per Common Share
F- 81
Note 20. Stock Based Compensation
F- 82
Note 21. Income Taxes
F- 86
Note 22. Net Interest Income
F- 89
Note 23. Other Income
F- 90
Note 24. B usiness Combination
F- 91
Note 2 5 . S egment Reporting
F- 94
Note 2 6 . Subsequent Events
F- 97
Schedule III - Real Estate and Accumulated Depreciation
F- 98
Schedule IV - Mortgage Loans on Real Estate
F- 101
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Adamas Trust, Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Adamas Trust, Inc. (formerly known as, New York Mortgage Trust, Inc.) (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February 20, 2026 expressed an unqualified opinion.
Basis for opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Fair value measurements of residential loans held by the Company and residential loans held by securitization trusts
As described further in Notes 2, 4 and 17 to the consolidated financial statements, the Company’s residential loans, at fair value includes residential loans held by the Company and residential loans held by securitization trusts (“Residential Loans”). These consist of performing, re-performing and non-performing residential loans and business purpose loans, which are presented at fair value pursuant to a fair value election in accordance with ASC 825, Financial Instruments. The Company determines the fair value measurement using valuations obtained from a third-party that specializes in providing valuations of residential loans and using transaction prices for certain originated loans. We identified the fair value measurement of Residential Loans based on valuations provided by a third-party specialist as a critical audit matter.
The principal considerations for our determination that the fair value measurement of Residential Loans was a critical audit matter are that the assets are priced using unobservable inputs. As such, management makes judgments with respect to the significant assumptions to determine fair value, which may include lifetime conditional prepayment rate, default rate, loss severity, yield and property values, among others. The significant assumptions used in the valuation are sensitive to variation and underlying market conditions, such that minor changes can cause significant changes in the estimates. As a result, the evaluation of the significant assumptions required significant auditor judgement.
Our audit procedures related to the fair value measurement of Residential Loans included the following, among others:
F-2
• We tested the design and operating effectiveness of relevant controls performed by management relating to the fair value measurement of Residential Loans.
• With assistance of valuation specialists, we tested the reasonableness of property values used by management under the liquidation model for a sample of Residential Loans.
• We also involved valuation specialists to independently determine a range of fair value estimates of the Residential Loans and compared them to management’s fair value measurement for reasonableness.
Fair value measurements of certain interest only and first loss subordinated securities issued by Freddie Mac-sponsored residential loan securitization entities (“Consolidated SLST”) holding residential loans
As described further in Notes 2, 4 and 17 to the consolidated financial statements, the Company owns investment securities, including interest only and first loss subordinated securities which are recorded at fair value on a recurring basis. Some of these investment securities result in the consolidation of the underlying securitization entities as required by Accounting Standards Codification 810, Consolidation. The Company has elected to account for the consolidated securitization entities as Collateralized Finance Entities (“CFEs”) and has elected to measure the financial assets of its CFEs using the fair value of the financial liabilities issued by those entities, which management has determined to be more observable. The interest only and first loss subordinated securities issued by Consolidated SLST, are priced individually by the Company utilizing discounted cash flow valuation techniques. We identified the fair value measurement of these interest-only and first loss subordinated securities in Consolidated SLST (“SLST Investments”) as a critical audit matter.
The principal considerations for our determination that the fair value measurement of SLST Investments is a critical audit matter are that there is limited observable market data available for these SLST Investments. As such, fair value measurement requires management to make judgments in order to identify and select the significant assumptions, which may include the yield, collateral prepayment rate, collateral default rate and loss severity. In addition, the significant assumptions used in the valuation are sensitive to variation and underlying market conditions, such that minor change can cause significant changes in the estimates. As a result, the evaluation of the significant assumptions required subjective and complex auditor judgement.
Our audit procedures related to the fair value measurement of SLST Investments included the following, among others:
• We tested the design and operating effectiveness of relevant controls performed by management relating to the fair value measurement of the SLST Investments.
• We also involved a valuation specialist to independently determine a range of fair value estimates of the SLST Investments and compared them to management’s fair value measurement for reasonableness.
/s/ GRANT THORNTON LLP
We have served as the Company’s auditor since 2009.
Philadelphia, Pennsylvania
February 20, 2026
F-3
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Adamas Trust, Inc.
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of Adamas Trust, Inc. (formerly known as, New York Mortgage Trust, Inc.) (a Maryland corporation) and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2025, and our report dated February 20, 2026 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Philadelphia, Pennsylvania
February 20, 2026
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Table of Contents
ADAMAS TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands, except share data)
December 31, 2025 December 31, 2024
ASSETS
Investment securities available for sale, at fair value $ 6,904,781 $ 3,828,544
Residential loans, at fair value 4,358,175 3,841,738
Residential loans held for sale, at fair value 80,707 —
Multi-family loans, at fair value 55,476 86,192
Equity investments, at fair value 24,711 113,492
Cash and cash equivalents 210,333 167,422
Real estate, net 553,496 623,407
Assets of disposal group held for sale 1,256 118,613
Goodwill
22,396 —
Other assets 427,516 437,874
Total Assets (1)
$ 12,638,847 $ 9,217,282
LIABILITIES AND EQUITY
Liabilities:
Repurchase agreements and warehouse facilities
$ 6,753,417 $ 4,012,225
Collateralized debt obligations ($ 3,148,157 at fair value and $ 363,645 at amortized cost, net as of December 31, 2025 and $ 2,135,680 at fair value and $ 842,764 at amortized cost, net as of December 31, 2024)
3,511,802 2,978,444
Senior unsecured notes ($ 260,852 at fair value and $ 99,585 at amortized cost, net as of December 31, 2025 and $ 60,310 at fair value and $ 98,886 at amortized cost, net as of December 31, 2024)
360,437 159,196
Subordinated debentures 45,000 45,000
Mortgages payable on real estate, net 332,131 366,606
Liabilities of disposal group held for sale 122 97,065
Other liabilities 205,501 147,612
Total liabilities (1)
11,208,410 7,806,148
Commitments and Contingencies ( See Note 16 )
Redeemable Non-Controlling Interest in Consolidated Variable Interest Entities 3,016 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 December 31, 2025 and December 31, 2024, respectively ($ 559,642 and $ 554,110 aggregate liquidation preference as of December 31, 2025 and December 31, 2024, respectively)
540,472 535,445
Common stock, par value $ 0.01 per share, 200,000,000 shares authorized, 90,303,863 and 90,574,996 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
903 906
Additional paid-in capital 2,294,194 2,289,044
Accumulated other comprehensive loss — —
Accumulated deficit ( 1,408,647 ) ( 1,430,675 )
Company's stockholders' equity 1,426,922 1,394,720
Non-controlling interests 499 4,055
Total equity 1,427,421 1,398,775
Total Liabilities and Equity $ 12,638,847 $ 9,217,282
(1) Our consolidated balance sheets include assets and liabilities of consolidated variable interest entities (“VIEs”) as the Company is the primary beneficiary of these VIEs. As of December 31, 2025 and December 31, 2024, assets of consolidated VIEs totaled $ 4,367,560 and $ 3,988,584 , respectively, and the liabilities of consolidated VIEs totaled $ 3,881,273 and $ 3,477,211 , respectively. See Note 7 for further discussion.
The accompanying notes are an integral part of the consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share data)
For the Years Ended December 31,
2025 2024 2023
NET INTEREST INCOME:
Interest income $ 601,948 $ 401,280 $ 258,660
Interest expense 452,647 317,425 192,134
Total net interest income 149,301 83,855 66,526
NET LOSS FROM REAL ESTATE:
Rental income 66,025 112,488 141,057
Other real estate income 10,309 20,151 30,717
Total income from real estate 76,334 132,639 171,774
Interest expense, mortgages payable on real estate 21,581 60,232 90,221
Depreciation and amortization 23,125 39,822 24,620
Other real estate expenses 44,045 75,426 88,235
Total expenses related to real estate 88,751 175,480 203,076
Total net loss from real estate ( 12,417 ) ( 42,841 ) ( 31,302 )
OTHER INCOME (LOSS):
Realized losses, net
( 65,428 ) ( 29,351 ) ( 27,059 )
Unrealized gains (losses), net
217,395 ( 90,530 ) 97,196
(Losses) gains on derivative instruments, net
( 58,303 ) 95,996 ( 26,378 )
Mortgage banking activities, net 26,621 — —
(Loss) income from equity investments
( 3,168 ) 16,011 17,785
Impairment of real estate
( 9,767 ) ( 48,875 ) ( 89,548 )
Loss on reclassification of disposal group
— ( 14,636 ) ( 16,163 )
Other income 16,509 29,149 4,736
Total other income (loss)
123,859 ( 42,236 ) ( 39,431 )
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses 72,656 48,672 49,565
Portfolio operating expenses 28,011 30,688 23,952
Loan origination costs
8,101 — —
Financing transaction costs 14,173 12,335 —
Total general, administrative and operating expenses 122,941 91,695 73,517
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES
137,802 ( 92,917 ) ( 77,724 )
Income tax expense 145 1,036 75
NET INCOME (LOSS)
137,657 ( 93,953 ) ( 77,799 )
Net loss attributable to non-controlling interests
11,391 31,924 29,134
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY
149,048 ( 62,029 ) ( 48,665 )
Preferred stock dividends ( 47,942 ) ( 41,756 ) ( 41,837 )
Gain on repurchase of preferred stock
— — 467
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 101,106 $ ( 103,785 ) $ ( 90,035 )
Basic earnings (loss) per common share
$ 1.12 $ ( 1.14 ) $ ( 0.99 )
Diluted earnings (loss) per common share
$ 1.10 $ ( 1.14 ) $ ( 0.99 )
Weighted average shares outstanding-basic 90,427 90,815 91,042
Weighted average shares outstanding-diluted 91,510 90,815 91,042
The accompanying notes are an integral part of the consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollar amounts in thousands)
For the Years Ended December 31,
2025 2024 2023
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 101,106 $ ( 103,785 ) $ ( 90,035 )
OTHER COMPREHENSIVE INCOME
Increase in fair value of available for sale securities
— — 144
Reclassification adjustment for net loss included in net loss
— 4 1,822
TOTAL OTHER COMPREHENSIVE INCOME
— 4 1,966
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 101,106 $ ( 103,781 ) $ ( 88,069 )
The accompanying notes are an integral part of the consolidated financial statements.
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ADAMAS TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2025, 2024 and 2023
(Dollar amounts in thousands)
Common Stock Preferred Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Total Company Stockholders' Equity Non-Controlling Interest in Consolidated VIE Total
Balance, December 31, 2022 $ 912 $ 538,351 $ 2,282,691 $ ( 1,052,768 ) $ ( 1,970 ) $ 1,767,216 $ 33,092 $ 1,800,308
Net loss ($( 17,067 ) allocated to redeemable non-controlling interest)
— — — ( 48,665 ) — ( 48,665 ) ( 12,067 ) ( 60,732 )
Common stock repurchases
( 9 ) — ( 8,606 ) — — ( 8,615 ) — ( 8,615 )
Preferred stock repurchases — ( 2,906 ) — 467 — ( 2,439 ) — ( 2,439 )
Stock based compensation expense, net 4 — 8,821 — — 8,825 — 8,825
Dividends declared on common stock — — — ( 109,279 ) — ( 109,279 ) — ( 109,279 )
Dividends declared on preferred stock — — — ( 41,837 ) — ( 41,837 ) — ( 41,837 )
Dividends attributable to dividend equivalents — — — ( 1,735 ) — ( 1,735 ) — ( 1,735 )
Reclassification adjustment for net loss included in net loss
— — — — 1,822 1,822 — 1,822
Increase in fair value of available for sale securities — — — — 144 144 — 144
Increase in non-controlling interest related to initial consolidation of VIEs — — — — — — 3,790 3,790
Contributions of non-controlling interest in Consolidated VIEs — — — — — — 997 997
Decrease in non-controlling interest related to distributions from Consolidated VIEs — — — — — — ( 5,359 ) ( 5,359 )
Adjustment of redeemable non-controlling interest to estimated redemption value — — 14,175 — — 14,175 — 14,175
Balance, December 31, 2023 $ 907 $ 535,445 $ 2,297,081 $ ( 1,253,817 ) $ ( 4 ) $ 1,579,612 $ 20,453 $ 1,600,065
Net loss ($( 16,926 ) allocated to redeemable non-controlling interest)
— — — ( 62,029 ) — ( 62,029 ) ( 14,998 ) ( 77,027 )
Common stock repurchases ( 6 ) — ( 3,487 ) — — ( 3,493 ) — ( 3,493 )
Stock based compensation expense, net 5 — 6,063 — — 6,068 — 6,068
Dividends declared on common stock — — — ( 72,596 ) — ( 72,596 ) — ( 72,596 )
Dividends declared on preferred stock — — — ( 41,756 ) — ( 41,756 ) — ( 41,756 )
Dividends attributable to dividend equivalents — — — ( 477 ) — ( 477 ) — ( 477 )
Reclassification adjustment for net loss included in net loss — — — — 4 4 — 4
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Increase in non-controlling interest related to de-consolidation of VIEs
— — — — — — 1,730 1,730
Contributions of non-controlling interest in Consolidated VIEs — — — — — — 516 516
Decrease in non-controlling interest related to distributions from Consolidated VIEs — — — — — — ( 3,646 ) ( 3,646 )
Adjustment of redeemable non-controlling interest to estimated redemption value — — ( 10,613 ) — — ( 10,613 ) — ( 10,613 )
Balance, December 31, 2024
$ 906 $ 535,445 $ 2,289,044 $ ( 1,430,675 ) $ — $ 1,394,720 $ 4,055 $ 1,398,775
Net income (loss) ($( 9,603 ) allocated to redeemable non-controlling interest)
— — — 149,048 — 149,048 ( 1,788 ) 147,260
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 ) — 8,198 — — 8,197 — 8,197
Dividends declared on common stock — — — ( 77,711 ) — ( 77,711 ) — ( 77,711 )
Dividends declared on preferred stock — — — ( 47,942 ) — ( 47,942 ) — ( 47,942 )
Dividends attributable to dividend equivalents — — — ( 1,367 ) — ( 1,367 ) — ( 1,367 )
Contributions of non-controlling interest in Consolidated VIEs — — — — — — 1,028 1,028
Decrease in non-controlling interest related to distributions from Consolidated VIEs — — — — — — ( 2,796 ) ( 2,796 )
Adjustment of redeemable non-controlling interest to estimated redemption value — — ( 1,548 ) — — ( 1,548 ) — ( 1,548 )
Balance, December 31, 2025
$ 903 $ 540,472 $ 2,294,194 $ ( 1,408,647 ) $ — $ 1,426,922 $ 499 $ 1,427,421
The accompanying notes are an integral part of the consolidated financial statements.
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Table of Contents
ADAMAS TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
For the Years Ended December 31,
2025 2024 2023
Cash Flows from Operating Activities:
Net income (loss)
$ 137,657 $ ( 93,953 ) $ ( 77,799 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net amortization 16,579 20,219 27,500
Depreciation and amortization expense related to operating real estate 23,125 39,822 24,620
Realized losses, net
65,428 29,351 27,059
Unrealized (gains) losses, net
( 217,395 ) 90,530 ( 97,196 )
Losses (gains) on derivative investments, net
58,303 ( 95,996 ) 26,378
Other gains, net
( 98 ) ( 31,086 ) ( 3,967 )
Gains on residential loans held for sale, net ( 14,443 ) — —
Originations of residential loans held for sale ( 432,719 ) — —
Repurchases of residential loans
( 4,738 ) — —
Proceeds from sales and repayments of residential loans held for sale 450,175 — —
Impairment of real estate 9,767 48,875 89,548
Loss on reclassification of disposal group — 14,636 16,163
Income from preferred equity, mezzanine loan and equity investments ( 5,426 ) ( 26,796 ) ( 28,774 )
Distributions of income from preferred equity, mezzanine loan and equity investments 25,441 24,222 26,076
Stock based compensation expense, net 8,197 6,068 8,825
Cash reclassified from assets of disposal group held for sale
1,951 3,215 8,267
Changes in operating assets and liabilities 12,236 ( 15,036 ) ( 16,747 )
Net cash provided by operating activities 134,040 14,071 29,953
Cash Flows from Investing Activities:
Acquisition of businesses, net of cash and restricted cash acquired ( 16,733 ) — —
Proceeds from sales of investment securities 724,474 5,284 64,690
Principal paydowns received on investment securities 696,455 296,611 56,459
Purchases of investment securities ( 4,363,994 ) ( 2,210,935 ) ( 2,014,385 )
Principal repayments received on residential loans 1,428,808 1,147,168 1,062,247
Proceeds from sales of residential loans 169,850 162,883 25,144
Purchases and originations of residential loans
( 1,733,373 ) ( 1,883,708 ) ( 612,784 )
Principal repayments received on preferred equity and mezzanine loan investments 29,250 5,100 8,460
Return of capital from equity investments 33,150 25,061 74,275
Funding of preferred equity, mezzanine loan and equity investments ( 413 ) ( 1,498 ) ( 52,400 )
Cash received from initial consolidation of VIEs — — 102
Proceeds from sales of joint venture equity investments in VIEs
500 2,050 —
Decrease in cash from de-consolidation of Consolidated VIEs
— ( 3,956 ) —
Net variation margin (paid) received for derivative instruments
( 70,124 ) 70,656 ( 27,447 )
Net payments received from derivative instruments
24,847 29,691 24,215
Net proceeds from sale of real estate 201,358 157,203 221,968
Purchases of and capital expenditures on real estate ( 8,154 ) ( 24,647 ) ( 50,412 )
Purchases of investments held in Consolidated SLST
( 12,179 ) ( 9,857 ) —
Purchases of mortgage servicing rights
— ( 9,470 ) —
Purchases of other assets ( 845 ) ( 2,071 ) ( 63 )
Net cash used in investing activities
( 2,897,123 ) ( 2,244,435 ) ( 1,219,931 )
Cash Flows from Financing Activities:
Net proceeds received from repurchase agreements and warehouse facilities
2,604,209 1,535,749 1,730,366
Proceeds from issuance of senior unsecured notes, net
193,505 60,000 —
Proceeds from issuance of collateralized debt obligations, net
947,788 1,350,153 —
Repurchases of common stock ( 1,502 ) ( 3,493 ) ( 8,615 )
Proceeds from preferred stock issuance, net
5,027 — —
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Repurchases of preferred stock — — ( 2,439 )
Dividends paid on common stock and dividend equivalents ( 75,507 ) ( 74,945 ) ( 128,801 )
Dividends paid on preferred stock ( 46,460 ) ( 41,756 ) ( 41,894 )
Net distributions to non-controlling interests in Consolidated VIEs ( 2,557 ) ( 11,893 ) ( 8,377 )
Redemptions of redeemable non-controlling interest in Consolidated VIE ( 500 ) ( 626 ) ( 485 )
Payments made on and extinguishment of collateralized debt obligations ( 644,876 ) ( 469,017 ) ( 204,649 )
Payments made on Consolidated SLST CDOs ( 74,146 ) ( 61,130 ) ( 46,476 )
Net payments made on mortgages payable on real estate
( 128,544 ) ( 54,296 ) ( 148,948 )
Net cash provided by financing activities
2,776,437 2,228,746 1,139,682
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash
13,354 ( 1,618 ) ( 50,296 )
Cash, Cash Equivalents and Restricted Cash - Beginning of Period 329,024 330,642 380,938
Cash, Cash Equivalents and Restricted Cash - End of Period $ 342,378 $ 329,024 $ 330,642
Supplemental Disclosure:
Cash paid for interest $ 448,294 $ 344,725 $ 249,854
Cash paid (refunds received) for income taxes
$ 218 $ ( 32 ) $ 225
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
$ — $ 622,708 $ —
De-consolidation of mortgages payable on real estate held in Consolidated VIEs
$ — $ 629,763 $ —
Consolidation of residential loans held in Consolidated SLST
$ 247,405 $ 285,057 $ —
Consolidation of Consolidated SLST CDOs
$ 235,226 $ 275,200 $ —
Consolidation of real estate held in Consolidated VIEs $ — $ — $ 54,439
Consolidation of mortgages payable on real estate held in Consolidated VIEs $ — $ — $ 45,142
Transfer from residential loans to real estate owned $ 49,032 $ 85,342 $ 42,485
Transfer from residential loans to real estate, net
$ — $ 2,640 $ —
Transfer from residential loans held for sale to residential loans $ 474,922 $ — $ —
Distribution of mortgage servicing rights from equity investment
$ 3,405 $ 10,917 $ —
Non-Cash Financing Activities:
Dividends declared on common stock and dividend equivalents to be paid in subsequent period $ 23,414 $ 19,844 $ 21,716
Dividends declared on preferred stock to be paid in subsequent period $ 11,918 $ 10,435 $ 10,435
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 $ 210,333 $ 167,422 $ 187,107
Restricted cash included in other assets 132,045 161,602 143,535
Total cash, cash equivalents, and restricted cash $ 342,378 $ 329,024 $ 330,642
The accompanying notes are an integral part of the consolidated financial statements.
F-11
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
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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 U.S. 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 U.S. 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.
Basis of Presentation – On March 9, 2023, the Company effected a one-for-four reverse stock split of its issued, outstanding and authorized shares of common stock (the "Reverse Stock Split"). Accordingly, all common share and per common share data for all periods presented in these consolidated financial statements and notes thereto have been adjusted on a retroactive basis to reflect the impact of the Reverse Stock Split.
The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management has made significant estimates in several areas, including fair valuation of its financial instruments reported at fair value, real estate held by Consolidated VIEs and redemption value of redeemable non-controlling interests in Consolidated VIEs. Although the Company’s estimates contemplate current conditions and how it expects those conditions to change in the future, it is reasonably possible that actual conditions could be different than anticipated in those estimates, which could materially impact the Company’s results of operations and its financial condition.
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Reclassifications – Certain prior period amounts have been reclassified on the accompanying consolidated financial statements to conform to current period presentation. In particular, prior period disclosures have been adjusted for the aforementioned Reverse Stock Split.
Principles of Consolidation and Variable Interest Entities – The accompanying consolidated financial statements of the Company include the accounts of all its subsidiaries which are majority-owned, controlled by the Company or a 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 consolidated balance sheets. See " Redeemable Non-Controlling Interest in Consolidated VIEs " below for further discussion of redeemable non-controlling interest in Consolidated VIEs.
Investment Securities Available for Sale – The Company has elected the fair value option for all investment securities available for sale in accordance with ASC 825, Financial Instruments (“ASC 825”). The fair value option was elected for investment securities to provide stockholders and others who rely on our financial statements with a more complete and accurate understanding of our economic performance. Changes in fair value of investment securities subject to the fair value election are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations.
The Company generally intends to hold its investment securities until maturity; however, from time to time, it may sell any of its securities as part of the overall management of its business. As a result, our investment securities are classified as available for sale securities. Realized gains and losses recorded on the sale of investment securities available for sale are based on the specific identification method and included in realized gains (losses), net on the accompanying consolidated statements of operations.
Interest income on our investment securities available for sale is accrued based on the outstanding principal balance and their contractual terms. Purchase premiums or discounts associated with Agency RMBS assessed as high credit quality at the time of purchase are amortized or accreted to interest income over the estimated life of these investment securities using the effective yield method.
Interest income on certain of our credit sensitive securities that were purchased at a premium or discount to par value, such as certain of our non-Agency RMBS, CMBS and ABS that are of less than high credit quality, is recognized based on the security’s effective yield. The effective yield on these securities is based on management’s estimate of the projected cash flows from each security, which incorporates assumptions related to fluctuations in interest rates, prepayment speeds and the timing and amount of credit losses. On at least a quarterly basis, management reviews and, if appropriate, adjusts its cash flow projections based on input and analysis received from external sources, internal models, and its judgment about interest rates, prepayment rates, the timing and amount of credit losses, and other factors. Changes in cash flows from those originally projected, or from those estimated at the last evaluation, may result in a prospective change in the yield (or interest income) recognized on these securities.
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The Company accounts for investment securities that are of high credit quality (generally those rated AA or better by a Nationally Recognized Statistical Rating Organization, or NRSRO) at the date of acquisition in accordance with ASC 320-10, Investments - Debt and Equity Securities (“ASC 320-10”). The Company accounts for investment securities that are not of high credit quality (i.e., those whose risk of loss is more than remote) or securities that can be contractually prepaid such that we would not recover our initial investment at the date of acquisition in accordance with ASC 325-40, Investments - Beneficial Interests in Securitized Financial Assets (“ASC 325-40”). The Company considers credit ratings, the underlying credit risk and other market factors in determining whether the investment securities are of high credit quality; however, securities rated lower than AA or an equivalent rating are not considered of high credit quality and are accounted for in accordance with ASC 325-40. If ratings are inconsistent among NRSROs, the Company uses the lower rating in determining whether the securities are of high credit quality.
In determining if a credit loss evaluation is required for securities that are impaired, the Company compares the present value of the remaining cash flows expected to be collected at the prior reporting date or purchase date, whichever is most recent, against the present value of the cash flows expected to be collected at the current financial reporting date. The Company considers information available about the past and expected future performance of underlying collateral, including timing of expected future cash flows, prepayment rates, default rates, loss severities and delinquency rates.
Beginning in the fourth quarter of 2019, the Company made a fair value election at the time of acquisition of newly purchased investment securities pursuant to ASC 825. As of December 31, 2023, investment securities where the fair value option had not been elected and which were reported at fair value with unrealized gains and losses reported in Other Comprehensive Income (“OCI”) included non-Agency RMBS (collectively, "CECL Securities"). If the fair value of CECL Securities was less than amortized cost as of a balance sheet date, the Company evaluated the CECL Securities for impairment as a result of credit losses. The Company evaluated its CECL Securities that were in an unrealized loss position as of December 31, 2023 and determined that no allowance for credit losses was necessary. There were no CECL Securities as of December 31, 2025 and 2024.
Residential Loans and Residential Loans Held for Sale – The Company’s acquired and originated residential loans, including performing, re-performing and non-performing residential loans and business purpose loans, are presented at fair value on the accompanying consolidated balance sheets pursuant to a fair value option election in accordance with ASC 825. Loans that the Company has the intent and ability to hold for the foreseeable future or to maturity/payoff are classified as residential loans. Changes in fair value of residential loans are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations. Loans originated with the intent to sell to third-party investors in the secondary market are classified as residential loans held for sale. Changes in fair value of residential loans held for sale and gain or loss on sale are recorded in current period earnings in mortgage banking activities, net on the Company’s consolidated statements of operations.
Residential loans include seasoned re-performing and non-performing residential loans held in Consolidated SLST. Based on a number of factors, management determined that the Company was the primary beneficiary of Consolidated SLST and met the criteria for consolidation and, accordingly, has consolidated the securitizations, including their assets, liabilities, income and expenses in our financial statements. The Company has elected the fair value option on each of the assets and liabilities held within Consolidated SLST, which requires that changes in valuations be reflected on the accompanying consolidated statements of operations. In accordance with ASC 810, the Company measures both the financial assets and financial liabilities of a qualifying consolidated collateralized financing entity (“CFE”) using the fair value of either the CFE’s financial assets or financial liabilities, whichever is more observable. As the related securitization trusts are considered qualifying CFEs, the Company determines the fair value of the residential loans held in Consolidated SLST based on the fair value of its respective residential CDOs and the Company's investment in the respective securitizations (eliminated in consolidation in accordance with GAAP), as the fair value of these instruments is more observable.
Interest income is accrued and recognized as revenue when earned according to the terms of the residential loans and when, in the opinion of management, it is collectible. Residential loans are considered past due when they are 30 days past their contractual due date, and are placed on nonaccrual status when delinquent for more than 90 days or when, in management's opinion, the interest is not collectible in the normal course of business. Interest accrued but not yet collected at the time loans are placed on nonaccrual status is reversed and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status. Loans are restored to accrual status only when contractually current or the collection of future payments is reasonably assured.
Premiums and discounts associated with the purchase of residential loans are amortized or accreted into interest income over the life of the related loan using the effective interest method. Any premium amortization or discount accretion is reflected as a component of interest income on the accompanying consolidated statements of operations.
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Loan origination and other fees generally represent per-loan fee amounts that are either based upon a percentage of the original principal balance of an originated business purpose loan or are a standard fee amount, are recognized as revenue at the time the related loans are funded and are reported in mortgage banking activities, net on the Company's consolidated statements of operations as a result of the fair value option election. Direct loan origination costs incurred in originating business purpose loans are immediately recognized in loan origination costs on the Company's consolidated statements of operations as a result of the fair value option election.
Real estate owned property acquired through, or in lieu of, foreclosure of residential loans is initially recorded at fair value, and subsequently reported at the lower of its carrying amount or fair value (less estimated cost to sell). Changes in the fair value of a real estate owned property that has a fair value at or below its carrying amount are recorded in other loss on the accompanying consolidated statements of operations. Fair values are determined using available market quotes, appraisals, broker price opinions, comparable properties, or other indications of value.
Multi-Family Loans – Multi-family loans include preferred equity investments in entities that have multi-family real estate assets. A preferred equity investment is an equity investment in the entity that owns the underlying property. Preferred equity is not secured by the underlying property, but holders have priority relative to common equity holders on cash flow distributions and proceeds from capital events. In addition, preferred equity holders may be able to enhance their position and protect their equity position with covenants that limit the entity’s activities and grant the holder the exclusive right to control the property after an event of default.
The Company has evaluated its preferred equity investments for accounting treatment as loans versus equity investments utilizing the guidance provided by the Acquisition, Development and Construction Arrangements Subsection of ASC 310, Receivables . Preferred equity investments, for which the characteristics, facts and circumstances indicate that loan accounting treatment is appropriate, are stated at fair value. The Company elected the fair value option for its preferred equity investments because the Company determined that such presentation represents the underlying economics of the respective investment. Changes in fair value are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations. Interest income is accrued and recognized as revenue when earned according to the terms of the loans and when, in the opinion of management, it is collectible. The accrual of interest on loans is discontinued when, in management’s opinion, the interest is not collectible in the normal course of business, but in all cases when payment becomes greater than 90 days delinquent. Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible. Fees or expenses related to the multi-family loans are recorded in total other income (loss) on the accompanying consolidated statements of operations.
Preferred equity investments where the risks and payment characteristics are equivalent to an equity investment are included in Equity Investments below .
Equity Investments – Non-controlling, unconsolidated ownership interests in an entity may be accounted for using the equity method or the cost method. In circumstances where the Company has a non-controlling interest but either owns a significant interest or is able to exert influence over the affairs of the enterprise, the Company utilizes the equity method of accounting. Under the equity method of accounting, the initial investment is increased each period for additional capital contributions and a proportionate share of the entity’s earnings or preferred return and decreased for cash distributions and a proportionate share of the entity’s losses. Equity investments also include certain of the Company's multi-family preferred equity investments where the risks and payment characteristics are equivalent to an equity investment. The Company records its equity in earnings or losses from these multi-family preferred equity investments under the hypothetical liquidation of book value method of accounting due to the structures and the preferences it receives on the distributions from these entities pursuant to the respective agreements. Under this method, the Company recognizes income or loss in each period based on the change in liquidation proceeds it would receive from a hypothetical liquidation of its investment.
The Company has elected the fair value option for all equity investments. The Company elected the fair value option for its equity investments in entities that own interests (directly or indirectly) in multi-family or residential real estate assets or loans or entities that originate residential loans because the Company determined that such presentation represents the underlying economics of the respective investment. The Company records the change in fair value of its investment in income from equity investments on the accompanying consolidated statements of operations (see Note 6 ).
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Real Estate, Net – Upon the acquisition of real estate properties which do not constitute the definition of a business, the Company records its initial investments in income-producing real estate as asset acquisitions at fair value as of the acquisition date. The purchase price of acquired properties is apportioned to the tangible and identified intangible assets and liabilities, if any, acquired at their respective estimated fair values. In making estimates of fair values for purposes of allocating purchase price, the Company utilizes a number of sources, including independent appraisals that may be obtained in connection with the acquisition or financing of the respective real estate, its own analysis of recently-acquired and existing comparable properties, property financial results, and other market data. The Company also considers information obtained about the real estate as a result of its due diligence, including marketing and leasing activities, in estimating the fair value of the tangible and intangible assets acquired. The Company considers the value of acquired in-place leases and utilizes an amortization period that is the average remaining term of the acquired leases.
Rental revenue is recognized when earned from residents of the Company's real estate properties over the terms of the rental agreements, typically a duration of one year or less. The Company evaluates the collectability of amounts due from residents and recognizes revenue from residents when collectability is deemed probable. Other property revenues are recognized in the period earned.
Real Estate - Capitalization and Depreciation – The Company’s expenditures which directly relate to the acquisition, development, construction and improvement of properties are capitalized at cost. During the development period, which culminates once a property is substantially complete and ready for intended use, operating and carrying costs such as interest expense, real estate taxes, insurance and other direct costs are capitalized. Advertising and general administrative costs that do not relate to the development of a property are expensed as incurred.
Betterments and certain costs directly related to the improvement of real estate after the development period are capitalized. Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. The Company depreciates on a straight-line basis the building component of its real estate over a 30 -year estimated useful life, building and improvements over a 10 -year to 30 -year estimated useful life, and furniture, fixtures and equipment over a 5 -year to 7.5 -year estimated useful life, all of which are judgmental determinations.
Real Estate - Impairment – The Company periodically evaluates its real estate assets for indicators of impairment. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions and legal and environmental concerns, as well as the Company’s ability and intent to hold each asset. Future events could occur which would cause the Company to conclude that impairment indicators exist and an impairment is warranted. If impairment indicators exist for long-lived assets to be held and used, and the expected future undiscounted cash flows are less than the carrying amount of the asset, then the Company will record an impairment loss for the difference between the fair value of the asset and its carrying amount. If the asset is to be disposed of, then an impairment loss is recognized for the difference between the estimated fair value of the asset, net of selling costs, and its carrying amount.
Held for Sale Determinations – The Company considers its real estate and joint venture equity investments in multi-family properties to be held for sale when the following criteria are met: (i) management commits to a plan to sell the investments, (ii) investments are available for sale immediately, (iii) the investments are actively being marketed for sale at a price that is reasonable in relation to their current fair value, (iv) the sale of the investments within one year is considered probable and (v) significant changes to the plan to sell are not expected.
When real estate assets are identified as held for sale, the Company discontinues depreciating (amortizing) the assets and estimates the fair value, net of selling costs, of such assets. When consolidated joint venture investments are identified as held for sale, the Company transfers the related assets and liabilities to assets and liabilities of disposal group held for sale. Real estate held for sale (including real estate in disposal group held for sale) is recorded at the lower of the net carrying amount of the assets or the estimated net fair value. If the estimated net fair value of the real estate held for sale is less than the net carrying amount of the assets, an impairment of real estate charge is recorded in the consolidated statements of operations with an allocation to non-controlling interest in the respective Consolidated VIEs, if any.
The Company assesses the net fair value of real estate held for sale in each reporting period that the assets remain classified as held for sale. Subsequent changes, if any, in the net fair value of the real estate assets held for sale that require an adjustment to the carrying amount are recorded in impairment of real estate in the consolidated statements of operations with an allocation to non-controlling interest in the respective Consolidated VIEs, if any, unless the adjustment causes the carrying amount of the assets to exceed the net carrying amount upon initial classification as held for sale.
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If circumstances arise that the Company previously considered unlikely and, as a result, the Company decides not to sell any real estate or joint venture equity investments previously classified as held for sale, the assets and liabilities are reclassified to held and used. Real estate assets that are reclassified are measured at the lower of (a) their carrying amount before they were classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the assets remained in their previous classification, or (b) their fair value at the date of the subsequent decision not to sell the real estate or joint venture equity investment and adjustments, if any, are reported in loss on reclassification of disposal group in the accompanying consolidated statements of operations.
Real Estate Sales – The Company accounts for its real estate sales in accordance with ASC 610-20, Other Income - Gains and Losses from Derecognition of Nonfinancial Assets ("ASC 610-20"), which applies to sales or transfers to noncustomers of nonfinancial or in substance nonfinancial assets that do not meet the definition of a business. Generally, the Company's sales of real estate would be considered a sale of a nonfinancial asset as defined in ASC 610-20. Under ASC 610-20, if the Company determines it does not have a controlling financial interest in the entity to which the real estate is transferred and the arrangement meets the criteria to be accounted for as a contract in accordance with ASC Topic 606, Revenue from Contracts with Customers , the Company derecognizes the asset and recognizes a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. Gain or loss on sale of real estate is included in other income (loss) in the accompanying consolidated statements of operations with an allocation to non-controlling interest in the respective Consolidated VIEs, if any.
Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, amounts due from banks and overnight deposits. The Company maintains its cash and cash equivalents in highly rated financial institutions, and at times these balances exceed insurable amounts.
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 consolidated statements of cash flows. Amounts held back from cash consideration, if any, are recorded as liabilities on the accompanying 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. The Company has elected October 1 of each fiscal year as the annual goodwill impairment evaluation date and no impairment has been recorded since goodwill was initially recognized.
Intangible Assets – Intangible assets consisting of acquired trade name, acquired technology and acquired in-place leases with useful lives ranging from 5 months to 11 years are included in other assets on the accompanying consolidated balance sheets. Intangible assets with estimable useful lives are amortized on a straight-line basis over their respective estimated useful lives and reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The useful lives of intangible assets are evaluated on an annual basis to determine whether events and circumstances warrant a revision to the remaining useful life. See Real Estate, Net for further discussion of acquired in-place lease intangible assets.
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Derivative Instruments – The Company enters into various types of derivative instruments in connection with its risk management activities which are recorded on the accompanying consolidated balance sheets as assets or liabilities at fair value in accordance with ASC 815, Derivatives and Hedging (“ASC 815”). Changes in fair value are accounted for depending on the use of the derivative instruments and whether they qualify for hedge accounting treatment. The Company elected not to apply hedge accounting for its derivative instruments; accordingly, all changes in fair value are reported on the accompanying consolidated statements of operations as gains (losses) on derivative instruments, net.
The Company is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Primarily to help mitigate interest rate risk, the Company may enter into interest rate swaps. Interest rate swaps are contractual agreements whereby one party pays a floating interest rate, 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.
The Company has entered into, and may in the future enter into, 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 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 commodity future contracts that obligate the Company to sell or buy a specific quantity of a commodity at a 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.
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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 commodity 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 instrument's maximum estimated single-day price movement. The Company also exchanges variation margin based upon daily changes in fair value, as measured by CME Clearing and ICE. The exchange of variation margin is treated as a legal settlement of the exposure under these contracts, as opposed to pledged collateral. Accordingly, the Company accounts for the receipt or payment of variation margin as a direct reduction of or increase in the carrying value of the related asset or liability.
The receipt or payment of initial margin is accounted for separate from the derivative asset or liability, classified within restricted cash and included in other assets on the accompanying consolidated balance sheets. Any additional amounts due from or due to counterparties in connection with the Company's derivatives, are included in other assets or other liabilities, respectively, on the accompanying consolidated balance sheets.
The Company and Consolidated Real Estate VIEs may be required by lenders on certain repurchase agreement financing and variable-rate mortgages payable on real estate to enter into interest rate cap contracts that limit the indexed portion of the interest rate on the respective related financing to a strike rate based upon various SOFR tenors.
Cash flow activity related to derivative instruments is reflected within the operating activities and investing activities sections of the Company's consolidated statements of cash flows. Realized gains or losses, if any, and unrealized gains or losses, if any, on the Company's derivative instruments are included in the gains (losses) on derivative instruments, net line item within the operating activities section of the accompanying 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 consolidated statements of cash flows.
Derivative 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 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 Agreements – Investment Securities – The Company finances, or has financed, certain of its investment securities available for sale, certain securities owned in Consolidated SLST and CDOs repurchased from our residential loan securitizations using repurchase agreements. Under a repurchase agreement, an asset is sold to a counterparty to be repurchased at a future date at a predetermined price, which represents the original sales price plus interest. The repurchase agreements are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. Borrowings under repurchase agreements generally bear interest rates of a specified margin over SOFR.
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Repurchase Agreements and Warehouse Facilities – Residential Loans, Real Estate Owned and Single-family Rental Properties – As of December 31, 2025 and 2024, the Company financed a portion of its residential loans, real estate owned and single-family rental properties through repurchase agreements and warehouse facilities ( see Note 13 ). Amounts outstanding under the repurchase agreements and warehouse facilities generally bear interest rates of a specified margin over various tenors of SOFR or an interest rate floor, as applicable per the terms of the agreements. The repurchase agreements and warehouse facilities are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements. Costs related to the establishment of the repurchase agreements and warehouse facilities which include underwriting, legal, accounting and other fees are reflected as deferred charges. Such costs are presented as a deduction from the corresponding debt liability on the accompanying consolidated balance sheets and the deferred charges are amortized as an adjustment to interest expense using the effective interest method, or straight line-method if the result is not materially different, over the term of the respective agreement.
Collateralized Debt Obligations – The Company records collateralized debt obligations used to permanently finance the residential loans held in Consolidated SLST, a portion of the Company's net investment in Consolidated SLST and the Company's residential loans held in securitization trusts as debt on the accompanying consolidated balance sheets. For financial reporting purposes, the loans and investment securities held as collateral for these obligations are recorded as assets of the Company. The Company has elected the fair value option pursuant to ASC 825 with respect to the CDOs issued by Consolidated SLST and CDOs issued by the Company after January 1, 2024. The Company elected the fair value option for CDOs issued by the Company after January 1, 2024 because the Company determined that such presentation represents the underlying economics of the respective financing. Changes in fair value of CDOs subject to the fair value election are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations. Interest expense on such CDOs is recorded based on the current stated interest rate and outstanding principal balance in effect and is included in interest expense on the accompanying consolidated statements of operations. In accordance with ASC 825, costs associated with the issuance of CDOs subject to the fair value election are recognized in earnings as they are incurred and are included in financing transaction costs on the accompanying consolidated statements of operations.
Senior Unsecured Notes – As of December 31, 2025, the Company had 5.75 % Senior Notes due 2026 (the "2026 Senior Notes"), 9.125 % Senior Notes due 2029 (the "2029 Senior Notes"), 9.125 % Senior Notes due 2030 (the "9.125% 2030 Senior Notes") and 9.875 % Senior Notes due 2030 (the "9.875% 2030 Senior Notes") (collectively, the "Senior Unsecured Notes") outstanding. The Company evaluated the call option feature of the Senior Unsecured Notes for embedded derivatives in accordance with ASC 815 and determined that the call option features should not be bifurcated from the notes.
The Company has elected the fair value option pursuant to ASC 825 with respect to the 2029 Senior Notes, 9.125% 2030 Senior Notes and 9.875% 2030 Senior Notes because the Company determined that such presentation represents the underlying economics of the respective financings. Changes in fair value of these notes are recorded in current period earnings in unrealized gains (losses), net on the accompanying consolidated statements of operations (or other comprehensive income (loss), to the extent the change results from a change in instrument-specific credit risk). Interest expense on such notes is recorded based on the current stated interest rate and outstanding principal balance in effect and is included in interest expense on the accompanying consolidated statements of operations. In accordance with ASC 825, costs associated with the issuance of these notes are recognized in earnings as they are incurred and are included in financing transaction costs on the accompanying consolidated statements of operations.
Repurchase Reserves for Origination Activity – Constructive routinely sells business purpose loans to third-party investors in the secondary market. 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 consolidated balance sheets. Provisions to the business purpose loan repurchase reserve reduce gains recognized on sales of loans and are included in mortgage banking activities, net on the accompanying consolidated statements of operations.
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Redeemable Non-Controlling Interest in Consolidated VIEs – The Company evaluates whether non-controlling interests are subject to redemption features outside of its control. The Company classifies non-controlling interests that are currently redeemable for cash at the option of the holders or are probable of becoming redeemable as redeemable non-controlling interest in mezzanine equity on the accompanying consolidated balance sheets. The third-party owners of certain of the non-controlling interests in Consolidated VIEs have the ability to sell their ownership interests to the Company for cash, at their election, subject to annual minimum and maximum amount limitations. As a result, the Company has classified these third-party ownership interests as redeemable non-controlling interest in Consolidated VIEs. The redeemable non-controlling interest in Consolidated VIEs is recorded at the greater of the carrying amount, adjusted for its share of the allocation of income or loss and equity contributions and distributions, or the redemption value, which is equivalent to fair value, of such ownership interests. Adjustments to redemption value, if any, are recorded to the Company's additional paid-in capital and redeemable non-controlling interest in Consolidated VIEs.
Other Comprehensive Income (Loss) – The Company’s comprehensive income (loss) attributable to the Company’s common stockholders includes net income (loss), the change in fair value of its available for sale securities purchased prior to October 2019, adjusted by realized net gains (losses) reclassified out of accumulated other comprehensive income (loss) for available for sale securities, reduced by dividends declared on the Company’s preferred stock and charges related to redemptions of the Company's preferred stock, increased for gains on repurchases of preferred stock and increased (decreased) for net loss (income) attributable to non-controlling interest in Consolidated VIEs. See Investment Securities Available for Sale for discussion of the reporting of the change in fair value of available for sale securities purchased after September 2019.
Employee Benefits Plans – The Company sponsors a defined contribution plan (the “Plan”) for all eligible domestic employees. The Plan qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company added all eligible domestic employees of Constructive to the Plan during the year ended December 31, 2025 as a result of the aforementioned business combination. The Company also introduced an employer contribution to the Plan during the year ended December, 31, 2025 and recognized a cost of approximately $ 0.3 million. The Company made no contributions to the Plan for the years ended December 31, 2024 and 2023.
Stock Based Compensation – The Company has awarded restricted stock and other equity-based awards to eligible employees, officers and directors of the Company and individuals who provide services to the Company and as part of their compensation. Compensation expense for equity-based awards and stock issued for services are recognized over the vesting period of such awards and services based upon the fair value of the award at the grant date.
The Company has granted Performance Share Units (“PSUs”) to the Company's executive officers and certain other employees. The awards were issued pursuant to and are consistent with the terms and conditions of the Company’s 2017 Equity Incentive Plan (as amended, the “2017 Plan”). The PSUs are subject to performance-based vesting under the 2017 Plan pursuant to a form of PSU award agreement (the “PSU Agreement”). Vesting of the PSUs will occur after a three-year period based on the Company’s relative total stockholders' return (“TSR”) percentile ranking as compared to an identified performance peer group. The feature in this award constitutes a “market condition” which impacts the amount of compensation expense recognized for these awards. The grant date fair values of PSUs were determined through Monte-Carlo simulation analysis. The PSUs also include dividend equivalent rights (“DERs”) which entitle the holders of vested PSUs to receive payments in an amount equal to any dividends paid by the Company in respect of the share of the Company's common stock underlying the vested PSU to which such DER relates.
The Company has granted Restricted Stock Units (“RSUs”) to the Company's executive officers and certain employees. The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan and are subject to a service condition, vesting ratably over a three-year period. Upon vesting, each RSU represents the right to receive one share of the Company’s common stock. The RSUs include DERs which entitle the holders of vested RSUs to receive payments in an amount equal to any dividends paid by the Company in respect of the share of the Company's common stock underlying the vested RSU to which such DER relates.
The Company has granted Deferred Stock Units (“DSUs”) to non-employee directors. The awards were issued pursuant to and are consistent with the terms and conditions of the 2017 Plan and are subject to the non-employee director's continued service on the Board of Directors through the day immediately preceding the annual meeting of the Company's stockholders in the year subsequent to the grant date. Upon vesting, each DSU represents the right to receive one share of the Company’s common stock. The DSUs include DERs which entitle the holders of vested DSUs to receive payments in an amount equal to any dividends paid by the Company in respect of the share of the Company's common stock underlying the vested DSU to which such DER relates.
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Income Taxes – The Company operates in such a manner so as to qualify as a REIT under the requirements of the Internal Revenue Code. Requirements for qualification as a REIT include various restrictions on ownership of the Company’s stock, requirements concerning distribution of taxable income and certain restrictions on the nature of assets and sources of income. A REIT must distribute at least 90% of its taxable income to its stockholders, of which 85% plus any undistributed amounts from the prior year must be distributed within the taxable year in order to avoid the imposition of a nondeductible excise tax. Distribution of the remaining balance may extend until timely filing of the Company’s tax return in the subsequent taxable year. Qualifying distributions of taxable income are deductible by a REIT in computing taxable income.
Certain activities of the Company are conducted through TRSs and therefore are subject to federal and various state and local income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740, Income Taxes (“ASC 740”), provides guidance for how uncertain tax positions should be recognized, measured, presented, and disclosed in the financial statements. ASC 740 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. In situations involving uncertain tax positions related to income tax matters, we do not recognize benefits unless it is more likely than not that they will be sustained. ASC 740 was applied to all open taxable years as of the effective date. Management’s determinations regarding ASC 740 may be subject to review and adjustment at a later date based on factors including, but not limited to, an ongoing analysis of tax laws, regulations and interpretations thereof. The Company will recognize interest and penalties, if any, related to uncertain tax positions as income tax expense in our consolidated statements of operations.
Earnings (Loss) Per Share – Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) attributable to the Company’s common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.
Segment Reporting – As of December 31, 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 herein, with the exception of allocations of certain corporate expenses not directly assigned or allocated to one of the Company's two reportable segments.
Adoption of Income Taxes (Topic 740): Improvements to Income Tax Disclosures
On January 1, 2025, the Company adopted the annual disclosure requirements of ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09") . These amendments required enhanced disclosures in connection with an entity's effective tax rate reconciliation and additional disclosures about income taxes paid. See Note 21 for the Company's income tax disclosures.
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.
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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, where changes in fair value are recorded in unrealized gains (losses), net on the Company's consolidated statements of operations. The Company's investment securities available for sale consisted of the following as of December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Amortized Cost Unrealized Fair Value Amortized Cost Unrealized Fair Value
Gains Losses Gains Losses
Agency RMBS
Fixed rate
Fannie Mae $ 3,445,953 $ 71,677 $ ( 420 ) $ 3,517,210 $ 1,483,619 $ 7,819 $ ( 7,991 ) $ 1,483,447
Freddie Mac 2,854,899 52,671 ( 280 ) 2,907,290 1,465,419 3,914 ( 13,720 ) 1,455,613
Total Fixed rate
6,300,852 124,348 ( 700 ) 6,424,500 2,949,038 11,733 ( 21,711 ) 2,939,060
Adjustable rate
Fannie Mae 84,215 2,911 — 87,126 97,267 265 ( 631 ) 96,901
Freddie Mac 30,212 751 — 30,963 32,852 20 ( 191 ) 32,681
Total Adjustable rate
114,427 3,662 — 118,089 130,119 285 ( 822 ) 129,582
Interest-only
Ginnie Mae
102,118 61 ( 14,354 ) 87,825 78,627 843 ( 16,092 ) 63,378
Freddie Mac
3,377 — ( 315 ) 3,062 5,251 — ( 459 ) 4,792
Total Interest-only
105,495 61 ( 14,669 ) 90,887 83,878 843 ( 16,551 ) 68,170
Total Agency RMBS
6,520,774 128,071 ( 15,369 ) 6,633,476 3,163,035 12,861 ( 39,084 ) 3,136,812
Non-Agency RMBS 22,203 5,701 ( 2,312 ) 25,592 66,203 6,098 ( 2,614 ) 69,687
U.S. Treasury securities
246,298 1,652 ( 2,237 ) 245,713 657,659 — ( 35,614 ) 622,045
Total $ 6,789,275 $ 135,424 $ ( 19,918 ) $ 6,904,781 $ 3,886,897 $ 18,959 $ ( 77,312 ) $ 3,828,544
Accrued interest receivable for investment securities available for sale in the amount of $ 34.0 million and $ 22.4 million as of December 31, 2025 and 2024, respectively, is included in other assets on the Company's consolidated balance sheets.
For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 173.9 million in net unrealized gains, $ 88.8 million in net unrealized losses and $ 36.3 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 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 following tables summarize our investment securities sold during the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
Year Ended December 31, 2025
Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses)
U.S. Treasury securities
$ 658,763 $ 3,700 $ ( 30,570 ) ( 26,870 )
Agency RMBS
61,138 1,177 — 1,177
Non-Agency RMBS
4,573 52 — 52
Total $ 724,474 $ 4,929 $ ( 30,570 ) $ ( 25,641 )
Year Ended December 31, 2024
Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses)
Non-Agency RMBS
$ 5,284 $ 21 $ — $ 21
Total
$ 5,284 $ 21 $ — $ 21
Year Ended December 31, 2023
Sales Proceeds Realized Gains Realized Losses Net Realized Gains (Losses)
ABS
$ 595 $ — $ ( 41 ) $ ( 41 )
CMBS
30,419 — ( 1,387 ) ( 1,387 )
Non-Agency RMBS 33,676 1,472 ( 12,644 ) ( 11,172 )
Total $ 64,690 $ 1,472 $ ( 14,072 ) $ ( 12,600 )
The Company recognized write-downs of certain Agency RMBS IOs for a loss of $ 9.1 million for the year ended December 31, 2025, which is included in realized losses, net on the accompanying consolidated statements of operations. The Company recognized write-downs of non-Agency RMBS for a loss of $ 1.2 million and $ 1.7 million for the years ended December 31, 2024 and 2023, 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 December 31, 2025 and 2024, based on management’s estimates, the weighted average life of the Company’s investment securities available for sale portfolio was approximately 6.6 years and 7.4 years, respectively.
The following table sets forth the weighted average lives of our investment securities available for sale as of December 31, 2025 and 2024, respectively (dollar amounts in thousands):
Weighted Average Life December 31, 2025 December 31, 2024
0 to 5 years $ 1,523,025 $ 604,459
Over 5 to 10 years 5,165,072 2,923,871
10+ years 216,684 300,214
Total $ 6,904,781 $ 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 consolidated balance sheets as a result of a fair value election. Subsequent changes in fair value are reported in current period earnings and presented in unrealized gains (losses), net on the Company’s consolidated statements of operations.
The following 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 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 $ 575,565 $ 1,307,770 $ 2,656,765 $ 4,540,100 $ 78,915 $ 4,619,015
Premium / (Discount)
3,389 ( 61,606 ) ( 27,107 ) ( 85,324 ) — ( 85,324 )
Change in fair value
5,009 ( 80,487 ) ( 21,123 ) ( 96,601 ) 1,792 ( 94,809 )
Carrying value $ 583,963 $ 1,165,677 $ 2,608,535 $ 4,358,175 $ 80,707 $ 4,438,882
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 December 31, 2025 and 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 consolidated balance sheets ( see Note 14 ). During the years ended December 31, 2025 and 2024, the Company purchased additional first loss subordinated securities issued from securitizations that it determined to consolidate as Consolidated SLST. As a result, the Company consolidated the assets and liabilities of the securitizations ( 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 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 December 31, 2025 ( see Note 13 ).
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Residential Loans, at Fair Value
The following table presents the unrealized gains (losses), net attributable to residential loans, at fair value for the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Residential loans Consolidated SLST (1)
Residential loans held in securitization trusts Residential loans Consolidated SLST (1)
Residential loans held in securitization trusts Residential loans Consolidated SLST (1)
Residential loans held in securitization trusts
Unrealized gains (losses), net
$ 20,885 $ 41,170 $ 43,290 $ 16,968 $ 8,611 $ ( 15,683 ) $ 6,786 $ ( 8,086 ) $ 63,005
(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 $ 6.2 million of net realized losses, and $ 2.2 million and $ 4.6 million of net realized gains on the payoff of residential loans, at fair value during the years ended December 31, 2025, 2024 and 2023, respectively. The Company also recognized $ 3.3 million of net realized gains, and $ 1.0 million and $ 0.8 million of net realized losses on the sale of residential loans, at fair value during the years ended December 31, 2025, 2024 and 2023, respectively.
The geographic concentrations of credit risk exceeding 5% of the unpaid principal balance of residential loans, at fair value as of December 31, 2025 and 2024, respectively, are as follows:
December 31, 2025 December 31, 2024
Residential loans Consolidated SLST Residential loans held in securitization trusts Residential loans Consolidated SLST Residential loans held in securitization trusts
Ohio
10.7 % 3.5 % 3.9 % 3.6 % 1.6 % 2.0 %
Pennsylvania 10.1 % 3.8 % 5.5 % 5.1 % 3.9 % 3.8 %
New Jersey 8.9 % 6.3 % 6.4 % 8.0 % 6.8 % 5.2 %
Florida
7.0 % 8.6 % 10.1 % 10.4 % 9.1 % 12.2 %
New York
6.7 % 10.7 % 6.6 % 6.6 % 10.8 % 6.6 %
Texas
5.2 % 4.4 % 6.7 % 6.2 % 4.4 % 7.9 %
Illinois
3.6 % 7.4 % 3.3 % 2.2 % 6.3 % 3.1 %
California
3.4 % 11.2 % 16.8 % 23.0 % 11.7 % 20.2 %
The following table presents the fair value and aggregate unpaid principal balance of the Company’s residential loans and residential loans held in securitization trusts in non-accrual status as of December 31, 2025 and 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
December 31, 2025 $ 101,757 $ 118,957 $ 1,977 $ 2,303
December 31, 2024 159,558 183,067 8,098 8,749
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Formal foreclosure proceedings were in process with respect to residential loans with an aggregate fair value of $ 79.0 million and an aggregate unpaid principal balance of $ 94.1 million as of December 31, 2025.
Residential loans held in Consolidated SLST with an aggregate unpaid principal balance of $ 134.7 million and $ 117.1 million were 90 days or more delinquent as of December 31, 2025 and 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 $ 51.3 million as of December 31, 2025.
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 third-party investors in the secondary market as of December 31, 2025. Residential loans held for sale are presented at fair value on the Company's consolidated balance sheets as a result of a fair value election. Subsequent changes in fair value are recorded in current period earnings and presented in mortgage banking activities, net on the Company’s consolidated statements of operations.
The following table presents the activity of residential loans held for sale from July 15, 2025, the date of the Company's acquisition and consolidation of Constructive, through December 31, 2025 (dollar amounts in thousands):
Principal balance of loans acquired through business combination
$ 142,324
Principal balance of loans originated
840,069
Principal balance of loans sold to third parties
( 440,541 )
Proceeds from repayments
( 259 )
Principal balance of loans repurchased
1,337
Principal balance of loans transferred from residential loans held for sale to residential loans
( 464,015 )
Principal balance as of December 31, 2025
$ 78,915
The geographic concentrations of credit risk exceeding 5% of the unpaid principal balance of residential loans held for sale, at fair value as of December 31, 2025 are as follows:
December 31, 2025
Ohio
13.8 %
Georgia
12.0 %
New York
11.9 %
New Jersey
9.2 %
Texas
8.9 %
Pennsylvania
7.2 %
Tennessee
5.0 %
Mortgage Banking Activities, Net
The following table summarizes the components of mortgage banking activities, net for the period from July 15, 2025, the date of the Company's acquisition and consolidation of Constructive through December 31, 2025 (dollar amounts in thousands):
Residential loan origination and other fees
$ 12,178
Gains on residential loans held for sale, net (1)
14,443
Mortgage banking activities, net
$ 26,621
(1) Includes gains on sale and unrealized gains, net of provision for loan repurchases, and gains (losses) 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 entities that have multi-family real estate assets are presented at fair value on the Company's consolidated balance sheets as a result of a fair value election. Accordingly, changes in fair value are presented in unrealized gains (losses), net on the Company's consolidated statements of operations. Multi-family loans consist of the following as of December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Investment amount $ 59,102 $ 90,485
Unrealized losses, net
( 3,626 ) ( 4,293 )
Total, at Fair Value $ 55,476 $ 86,192
For the years ended December 31, 2025, 2024 and 2023, the Company recognized $ 0.6 million in net unrealized gains, $ 4.7 million in net unrealized losses and $ 1.1 million in net unrealized gains on multi-family loans, respectively.
The table below presents the fair value and aggregate unpaid principal balance of the Company's multi-family loan in non-accrual status as of December 31, 2025 and 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 December 31, 2025 and 2024, respectively, are as follows:
December 31, 2025 December 31, 2024
Texas 57.8 % 36.1 %
Florida 18.6 % 11.6 %
Arkansas 9.3 % 10.3 %
Indiana 8.5 % 5.6 %
Pennsylvania 5.7 % 3.7 %
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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 consolidated balance sheets as a result of a fair value election.
T he following table presents the Company's equity investments as of December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 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 % $ 10,125 58 % $ 9,322
Tides on 27th Investors, LLC 54 % 3,092 54 % 10,245
Rapid City RMI JV LLC
50 % 11,494 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 24,711 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 Interest
Constructive Loans, LLC (2)
— — 50 % 38,718
Total - Single-Family Equity Ownership Interest
— 38,718
Total $ 24,711 $ 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 year ended December 31, 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 $ 299.6 million of residential loans from this entity during the year ended December 31, 2025, and $ 307.8 million and $ 80.8 million of residential loans from this entity during the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2025, 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. Prior to July 15, 2025, the Company also received distributions of MSRs from Constructive ( see Note 11 ).
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The following table presents (loss) income from multi-family preferred equity ownership interests for the years ended December 31, 2025, 2024, and 2023, respectively (dollar amounts in thousands). (Loss) income from these investments is presented in (loss) income from equity investments in the Company's accompanying consolidated statements of operations. (Loss) income from these investments during the years ended December 31, 2025, 2024 and 2023 includes $ 6.5 million of net unrealized losses, $ 4.9 million of net unrealized losses and $ 1.2 million of net unrealized gains, respectively.
For the Years Ended December 31,
Investment Name 2025 2024 2023
Hudson Bridge Apartments, LLC - Series A, Briar Hill Apartments, LLC, Kings Glen Apartments, LLC, Flagstone Apartments, LLC, Brookfield Apartments II, LLC - Series B, and Silber JBSM Properties, LLC (collectively) $ 1,433 $ 1,070 $ 1,234
Tides on 27th Investors, LLC ( 6,984 ) ( 3,320 ) 2,513
Rapid City RMI JV LLC
1,649 1,594 541
Lucie at Tradition Holdings, LLC 2,176 3,355 2,841
EHOF-NYMT Sunset Apartments Preferred, LLC 950 2,722 2,579
Syracuse Apartments and Townhomes, LLC — 2,422 2,691
Palms at Cape Coral, LLC — 69 751
FF/RMI 20 Midtown, LLC — — 3,948
America Walks at Port St. Lucie, LLC — — 2,244
1122 Chicago DE, LLC — — 419
Bighaus, LLC — — 701
Total (Loss) Income - Multi-Family Preferred Equity Ownership Interests
$ ( 776 ) $ 7,912 $ 20,462
(Loss) income from single-family equity ownership interest 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 consolidated statements of operations. The following table presents (loss) income from these investments for the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
Investment Name 2025 2024 2023
Single-Family Equity Ownership Interest
Constructive Loans, LLC (1)
$ ( 1,554 ) $ 12,481 $ 614
Total (Loss) Income - Single Family Equity Ownership Interest
$ ( 1,554 ) $ 12,481 $ 614
Joint Venture Equity Investments in Multi-Family Properties (2)
GWR Cedars Partners, LLC 39 ( 1,756 ) ( 823 )
GWR Gateway Partners, LLC ( 877 ) ( 2,626 ) ( 2,468 )
Total Loss - Joint Venture Equity Investments in Multi-Family Properties
$ ( 838 ) $ ( 4,382 ) $ ( 3,291 )
(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 consolidated statements of operations for the year ended December 31, 2025. Includes net unrealized gains of $ 3.1 million and net unrealized losses of $ 5.2 million for the years ended December 31, 2024 and 2023, respectively.
(2) Includes net realized losses of $ 0.8 million for the year ended December 31, 2025, and includes net unrealized losses of $ 4.4 million and $ 3.3 million for the years ended December 31, 2024 and 2023, respectively.
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Summary combined financial information for the Company’s equity investments as of December 31, 2025 and 2024, respectively, and for the years ended December 31, 2025, 2024 and 2023, respectively, is shown below and includes summary financial information for the Company's joint venture equity investments in multi-family properties that were sold during the year ended December 31, 2025 (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Balance Sheets:
Real estate, net $ 116,477 $ 298,844
Residential loans — 265,319
Other assets 2,178 40,969
Total assets $ 118,655 $ 605,132
Mortgages payable on real estate, net
$ 79,410 $ 201,682
Other liabilities 2,319 264,979
Total liabilities 81,729 466,661
Members' equity 36,926 138,471
Total liabilities and members' equity $ 118,655 $ 605,132
For the Years Ended December 31,
2025 2024 2023
Operating Statements: (1)
Rental income
$ 20,597 $ 31,220 $ 21,299
Real estate sales 158,625 96,000 —
Cost of real estate sales ( 136,396 ) ( 85,497 ) —
Interest income 10,694 11,204 10,393
Other income 41,582 52,764 34,870
Operating expenses ( 49,432 ) ( 49,330 ) ( 33,883 )
Income before debt service and depreciation and amortization 45,670 56,361 32,679
Interest expense ( 19,218 ) ( 33,235 ) ( 23,315 )
Depreciation and amortization ( 8,590 ) ( 15,328 ) ( 14,904 )
Net income (loss)
$ 17,862 $ 7,798 $ ( 5,540 )
(1) The Company records income (loss) from equity investments under either the hypothetical liquidation of book value method of accounting or the equity method using the fair value option. Accordingly, the combined net income (loss) shown above is not indicative of the income (loss) recognized by the Company from equity investments.
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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 years ended December 31, 2025 and 2024, the Company completed four and five securitizations of certain residential loans for which the Company received aggregate net proceeds of approximately $ 945.5 million and $ 1.3 billion, 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 consolidated balance sheets.
During the year ended December 31, 2025, the Company exercised its right to optional redemptions of three of its residential loan securitizations with aggregate outstanding principal balances of $ 424.6 million 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 exercised its right to optional redemptions of two of its residential loan securitizations with aggregate outstanding principal balances of $ 193.3 million at the time of redemption, returned the assets held by the trust to the Company and recognized $ 0.7 million of loss on the extinguishment of collateralized debt obligations, which is included in other income (loss) in the accompanying consolidated statements of operations.
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 December 31, 2025 and 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 December 31, 2025 and 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 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 consolidated statements of operations. Consolidated SLST is comprised of three and two securitization trusts as of December 31, 2025 and 2024, respectively.
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During the years ended December 31, 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, respectively (dollar amounts in thousands):
For the Years Ended December 31,
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 December 31, 2025 and 2024, the Consolidated SLST securities owned by the Company had a fair value of $ 151.5 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, or owned, joint venture equity investments in entities that own multi-family apartment communities, which the Company determined to be VIEs and for which the Company is the primary beneficiary. Accordingly, the Company consolidates the assets, liabilities, income and expenses of these VIEs in the accompanying consolidated financial statements with non-controlling interests or redeemable non-controlling interests for the third-party ownership of the joint ventures' membership interests.
During the year ended December 31, 2024, the Company sold its joint venture equity investments in nine multi-family properties, which resulted in the de-consolidation of the respective joint venture entities' assets and liabilities ( see Note 9) .
The Company 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 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 of as of December 31, 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 $ — $ — $ 3,853 $ 3,853
Residential loans, at fair value 2,608,535 1,165,677 — 3,774,212
Real estate, net held in Consolidated VIEs (1)
— — 424,655 424,655
Assets of disposal group held for sale (2)
— — 1,256 1,256
Other assets 132,428 4,489 26,667 163,584
Total assets $ 2,740,963 $ 1,170,166 $ 456,431 $ 4,367,560
Collateralized debt obligations ($ 3,148,157 at fair value, and $ 363,645 at amortized cost, net)
$ 2,504,883 $ 1,006,919 $ — $ 3,511,802
Mortgages payable on real estate, net in Consolidated VIEs (3)
— — 332,131 332,131
Liabilities of disposal group held for sale (2)
— — 122 122
Other liabilities 17,317 10,368 9,533 37,218
Total liabilities $ 2,522,200 $ 1,017,287 $ 341,786 $ 3,881,273
Redeemable non-controlling interest in Consolidated VIEs (4)
$ — $ — $ 3,016 $ 3,016
Non-controlling interest in Consolidated VIEs (5)
$ — $ — $ 374 $ 374
Net investment (6)
$ 218,763 $ 152,879 $ 111,255 $ 482,897
(1) Included in real estate, net in the accompanying consolidated balance sheets.
(2) Represents assets and liabilities, respectively, of certain Consolidated Real Estate VIEs included in disposal group held for sale ( see Note 9 ).
(3) Included in mortgages payable on real estate, net in the accompanying consolidated balance sheets.
(4) Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below.
(5) Represents third-party ownership of membership interests in Consolidated Real Estate VIEs.
(6) The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between the carrying value of total assets and total liabilities held by VIEs, less non-controlling interests, if any.
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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 consolidated balance sheets.
(2) Represents assets and liabilities, respectively, of certain Consolidated Real Estate VIEs included in disposal group held for sale ( see Note 9 ).
(3) Included in mortgages payable on real estate, net in the accompanying consolidated balance sheets.
(4) Represents redeemable third-party ownership of membership interests in Consolidated Real Estate VIEs. See Redeemable Non-Controlling Interest in Consolidated VIEs below.
(5) Represents third-party ownership of membership interests in Consolidated Real Estate VIEs.
(6) The net investment amount is the maximum amount of the Company's investment that is at risk to loss and represents the difference between the carrying value of total assets and total liabilities held by VIEs, less non-controlling interests, if any.
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The following tables present condensed statements of operations for non-Company-sponsored VIEs for the years ended December 31, 2025, 2024 and 2023, 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 Year Ended December 31,
2025
Consolidated SLST Consolidated Real Estate Total
Interest income $ 50,970 $ — $ 50,970
Interest expense 37,547 — 37,547
Total net interest income 13,423 — 13,423
Income from real estate — 68,212 68,212
Expenses related to real estate — 76,887 76,887
Total net loss from real estate — ( 8,675 ) ( 8,675 )
Unrealized gains, net
8,460 — 8,460
Gains on derivative instruments, net
— 57 57
Impairment of real estate
— ( 7,180 ) ( 7,180 )
Other income
— 8,652 8,652
Total other income
8,460 1,529 9,989
Net income (loss)
21,883 ( 7,146 ) 14,737
Net loss attributable to non-controlling interest in Consolidated VIEs — 11,391 11,391
Net income attributable to Company
$ 21,883 $ 4,245 $ 26,128
For the Year Ended December 31,
2024
Consolidated SLST Consolidated Real Estate Total
Interest income $ 39,194 $ — $ 39,194
Interest expense 26,491 — 26,491
Total net interest income 12,703 — 12,703
Income from real estate — 121,463 121,463
Expenses related to real estate — 163,762 163,762
Total net loss from real estate — ( 42,299 ) ( 42,299 )
Unrealized gains, net
2,902 — 2,902
Gains on derivative instruments, net
— 2,788 2,788
Impairment of real estate
— ( 43,959 ) ( 43,959 )
Loss on reclassification of disposal group — ( 14,636 ) ( 14,636 )
Other income
— 26,031 26,031
Total other income (loss)
2,902 ( 29,776 ) ( 26,874 )
Net income (loss)
15,605 ( 72,075 ) ( 56,470 )
Net loss attributable to non-controlling interest in Consolidated VIEs — 31,924 31,924
Net income (loss) attributable to Company
$ 15,605 $ ( 40,151 ) $ ( 24,546 )
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For the Year Ended December 31,
2023
Consolidated SLST Consolidated Real Estate Total
Interest income $ 34,061 $ — $ 34,061
Interest expense 24,506 — 24,506
Total net interest income 9,555 — 9,555
Income from real estate — 160,407 160,407
Expenses related to real estate — 192,018 192,018
Total net loss from real estate — ( 31,611 ) ( 31,611 )
Unrealized losses, net
( 10,016 ) — ( 10,016 )
Gains on derivative instruments, net
— 4,837 4,837
Impairment of real estate
— ( 89,548 ) ( 89,548 )
Loss on reclassification of disposal group
— ( 16,163 ) ( 16,163 )
Other income
— 2,728 2,728
Total other loss
( 10,016 ) ( 98,146 ) ( 108,162 )
Net loss
( 461 ) ( 129,757 ) ( 130,218 )
Net loss attributable to non-controlling interest in Consolidated VIEs
— 29,134 29,134
Net loss attributable to Company
$ ( 461 ) $ ( 100,623 ) $ ( 101,084 )
Redeemable Non-Controlling Interest in Consolidated VIEs
The third-party owners of certain of the non-controlling interests in Consolidated VIEs have the ability to sell their ownership interests to the Company, at their election. The Company has classified these third-party ownership interests as redeemable non-controlling interest in Consolidated VIEs in mezzanine equity on the accompanying consolidated balance sheets. The holders of the redeemable non-controlling interests may elect to sell their ownership interests to the Company at fair value once a year and the sales are subject to annual minimum and maximum amount limitations. During the year ended December 31, 2025, the maximum redeemable amount of non-controlling ownership interest was $ 2.6 million, of which non-controlling interest holders elected to sell $ 0.5 million to the Company.
The following table presents activity in redeemable non-controlling interest in Consolidated VIEs for the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Beginning balance $ 12,359 $ 28,061 $ 63,803
Contributions — 46 6
Distributions ( 788 ) ( 8,809 ) ( 4,021 )
Net loss attributable to redeemable non-controlling interest in Consolidated VIEs ( 9,603 ) ( 16,926 ) ( 17,067 )
Adjustment of redeemable non-controlling interest to estimated redemption value (1)
1,548 10,613 ( 14,175 )
Redemption of redeemable non-controlling interest ( 500 ) ( 626 ) ( 485 )
Ending balance $ 3,016 $ 12,359 $ 28,061
(1) The Company determines the fair value of the redeemable non-controlling interest utilizing market assumptions and discounted cash flows. The Company applies a discount rate to the estimated future cash flows from the multi-family apartment properties held by the applicable Consolidated VIEs that are allocatable to the redeemable non-controlling interest. This fair value measurement is generally based on unobservable inputs and, as such, is classified as Level 3 in the fair value hierarchy. Significant unobservable inputs utilized in the estimation of fair value of redeemable non-controlling interest as of December 31, 2025 include a weighted average capitalization rate of 5.7 % (ranges from 5.0 % to 6.3 %) and a weighted average discount rate of 14.9 % (ranges from 13.9 % to 15.6 %).
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Unconsolidated VIEs
As of December 31, 2025 and 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 December 31, 2025 and 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025
Multi-family loans, at fair value
Investment securities available for sale, at fair value Equity investments, at fair value
Other assets
Total
Non-Agency RMBS $ — $ 21,476 $ — $ — $ 21,476
Preferred equity investments in multi-family properties 55,476 — 24,711 — 80,187
Other investments
— — — 2,000 2,000
Maximum exposure $ 55,476 $ 21,476 $ 24,711 $ 2,000 $ 103,663
December 31, 2024
Multi-family loans, at fair value
Investment securities available for sale, at fair value Equity investments, at fair value
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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Land $ 64,460 $ 80,190
Building and improvements 454,872 581,283
Furniture, fixture and equipment 14,516 16,866
Operating real estate
533,848 678,339
Accumulated depreciation ( 65,132 ) ( 61,834 )
Operating real estate, net 468,716 616,505
Real estate held for sale, net (1)
84,780 6,902
Real estate, net (2)
$ 553,496 $ 623,407
(1) Real estate held for sale, net is recorded at the lower of the net carrying amount of the assets or the estimated fair value, net of selling costs.
(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 consolidated balance sheets as of December 31, 2024. See Note 9 for additional information.
Multi-family Apartment Properties
As of December 31, 2025 and 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 December 31, 2025 and 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 consolidated financial statements ( see Note 7 ).
During the year ended December 31, 2025, the Company determined that two of the multi-family apartment communities owned by an entity in which the Company holds a joint venture equity investment that is not in disposal group held for sale met the criteria to be classified as held for sale, transferred the properties held by the joint venture entity from operating real estate to real estate held for sale and recognized no loss. The entity subsequently sold one of these multi-family apartment communities for approximately $ 51.0 million, subject to certain prorations and adjustments typical in such real estate transactions, including the repayment of the related mortgage payable in the amount of approximately $ 29.5 million. The sale generated a net gain of approximately $ 9.1 million and recognition of loan costs of approximately $ 0.4 million, both of which are included in other income on the accompanying consolidated statements of operations. The sale also generated net income attributable to non-controlling interest of approximately $ 6.3 million, resulting in a net gain attributable to the Company's common stockholders of approximately $ 2.4 million. As of December 31, 2025, one multi-family apartment community owned by this entity remained classified as held for sale.
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During the year ended December 31, 2024, the Company determined that two of the multi-family apartment communities owned by an entity in which the Company holds a joint venture equity investment that is not in disposal group held for sale met the criteria to be classified as held for sale, transferred the properties held by the joint venture entity from operating real estate to real estate held for sale and recognized no loss. The entity subsequently sold these multi-family apartment communities for approximately $ 77.3 million, subject to certain prorations and adjustments typical in such real estate transactions, including the repayment or assumption of the related mortgages payable in the amount of approximately $ 44.2 million. The sales generated a net gain of approximately $ 16.3 million and recognition of loan costs of approximately $ 0.6 million, both of which are included in other income on the accompanying consolidated statements of operations. The sales also generated net income attributable to non-controlling interest of approximately $ 12.1 million, resulting in a net gain attributable to the Company's common stockholders of approximately $ 3.6 million. During the year ended December 31, 2024, the entity also distributed its ownership interest in one multi-family apartment community to the non-controlling interest. The distribution resulted in a net gain of approximately $ 0.5 million, which is included in other income in the accompanying consolidated statements of operations, resulting in a net gain attributable to the Company's common stockholders of approximately $ 0.1 million. As of December 31, 2024, no multi-family apartment communities owned by this entity remained classified as held for sale.
During the year ended December 31, 2023, the Company became the primary beneficiary of a VIE that owns a multi-family apartment community and in which the Company holds a preferred equity investment. Accordingly, the Company consolidated the VIE into its consolidated financial statements ( see Note 7 ).
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 that is not in disposal group held for sale is periodically evaluated for impairment. During the year ended December 31, 2025, the Company determined that no multi-family apartment communities in operating real estate, net were impaired. The Company determined that one multi-family apartment community in operating real estate, net as of December 31, 2024 was impaired. The calculation of impairment amounts for multi-family apartment communities utilized fair values that were estimated based upon discounted cash flow analyses using property financial information and assumptions regarding market rent, revenue and expense growth, capitalization rates and equity return rates. Accordingly, the Company recognized a $ 15.8 million impairment of real estate during the year ended December 31, 2024.
Single-family Rental Properties
As of December 31, 2025 and 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 years ended December 31, 2025 and 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 losses upon transfer of $ 1.6 million and $ 4.8 million, respectively, which are included in impairment of real estate on the accompanying consolidated statements of operations.
Real estate held for sale, net is recorded at the lower of the net carrying amount of the assets or the estimated fair value, net of selling costs. Fair value for single-family rental properties held for sale was based upon local broker price opinions and automated valuation model data. During the years ended December 31, 2025 and 2024, the Company recognized $ 2.6 million and $ 4.9 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 year ended December 31, 2025, the Company sold single-family rental properties for proceeds of approximately $ 7.4 million and recognized a net loss on sale of approximately $ 0.6 million, which is included in other income on the accompanying consolidated statements of operations. During the year ended December 31, 2024, the Company sold single-family rental properties for proceeds of approximately $ 5.4 million and recognized a net gain on sale of approximately $ 0.1 million.
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Lease Intangibles
Intangibles related to multi-family properties consist of the value of in-place leases and are included in other assets on the accompanying consolidated balance sheets. Lease intangibles were fully amortized as of December 31, 2025 and 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 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 years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Depreciation expense on operating real estate $ 23,125 $ 37,444 $ 24,620
Amortization of lease intangibles related to operating real estate — 2,378 —
Total depreciation and amortization
$ 23,125 $ 39,822 $ 24,620
The estimated depreciation expense related to operating real estate is as follows (dollar amounts in thousands):
Year Ending December 31,
Depreciation Expense
2026 $ 18,590
2027 $ 17,377
2028 $ 17,159
2029 $ 16,800
2030 $ 16,216
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9. Assets and Liabilities of Disposal Group Held for Sale
During the years ended December 31, 2025, 2024, and 2023 the Company repositioned its business through the opportunistic disposition over time of its joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. As part of this process, 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 were included in assets and liabilities of disposal group held for sale on the accompanying consolidated balance sheets. The Company completed its disposition of the real property held by its joint venture equity investments in multi-family properties during the year ended December 31, 2025. Accordingly, assets and liabilities of disposal group held for sale as of December 31, 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Cash and cash equivalents
$ 510 $ 2,461
Real estate, net — 111,032
Other assets 746 5,120
Total assets of disposal group held for sale (1)
$ 1,256 $ 118,613
Mortgages payable on real estate, net (2)
$ — $ 93,370
Other liabilities 122 3,695
Total liabilities of disposal group held for sale (1)
$ 122 $ 97,065
(1) Assets and liabilities of the disposal group held for sale are in Consolidated VIEs because the Company is the primary beneficiary.
(2) During the year ended December 31, 2024, two entities in which the Company held joint venture equity investments entered into debt restructuring agreements with the respective senior lender for their mortgages payable. As part of the agreements, a portion of interest payments were deferred until the maturity date. The restructurings did not result in a change in the carrying amount of the mortgages payable and no gains were recorded. The Company subsequently sold its ownership interests in these entities, which resulted in the de-consolidation of the mortgages payable subject to the debt restructuring agreements as of December 31, 2024.
Also included in the disposal group held for sale are non-controlling interests in Consolidated VIEs in the amount of $ 0.6 million and $ 2.0 million as of December 31, 2025 and 2024, respectively.
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The following table presents a summary of activity in disposal group held for sale for the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Multi-family apartment community sales by Consolidated VIEs
Total gross proceeds
$ 108,550 $ 56,350 $ 219,170
Total repayment of related mortgages payable
$ 89,570 $ 31,809 $ 173,605
Total net gains on sale (1)
$ 461 $ 11,373 $ 5,997
Total losses on extinguishment of debt (1)
$ 448 $ 1,602 $ 1,965
Total net gains attributable to non-controlling interests
$ 1 $ 1,060 $ 2,234
Total net gains attributable to Company's common shareholders
$ 11 $ 8,711 $ 1,700
Sales of the Company's ownership interests in joint venture equity investments
Total gain on de-consolidation of Consolidated VIEs (1)
$ — $ 5,615 $ —
Reclassification to disposal group held for sale
Total impairment loss on reclassification to disposal group held for sale (2)
$ — $ 3,726 $ —
Reclassification from disposal group held for sale
Total loss on reclassification from disposal group held for sale
$ — $ 14,636 $ 16,163
(1) Included in other income in the accompanying consolidated statements of operations.
(2) Included in impairment of real estate in the accompanying consolidated statements of operations.
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 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 return rates. The following table presents net impairment losses recognized on real estate, net in the disposal group held for sale, inclusive of losses recognized upon transfer into disposal group held for sale, during the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Impairment of real estate in disposal group held for sale (1)
$ 7,180 $ 28,180 $ 89,548
(1) Included in impairment of real estate in the accompanying consolidated statements of operations.
See Note 17 for descriptions of valuation methodologies utilized for other classes of assets and liabilities of disposal group held for sale.
The following table presents the pretax losses of the disposal group held for sale for the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Pretax loss of disposal group held for sale $ ( 7,057 ) $ ( 63,552 ) $ ( 127,474 )
Pretax loss of disposal group attributable to non-controlling interest in Consolidated VIEs 496 6,712 11,870
Pretax loss of disposal group attributable to Company's common stockholders $ ( 6,561 ) $ ( 56,840 ) $ ( 115,604 )
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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 instruments in connection with its risk management activities. These derivative instruments may include interest rate swaps, interest rate caps, TBAs, credit default swaps, U.S. Treasury and commodity 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
Fair Value
Type of Derivative Instrument Consolidated Balance Sheet Location December 31, 2025 December 31, 2024
Interest rate caps
Other assets $ 31 $ 56
IRLCs Other assets 691 —
Interest rate swaps Other assets — —
U.S. Treasury futures
Other assets — —
Commodity futures
Other assets — —
Total derivative assets (1)
$ 722 $ 56
Credit default swaps
Other liabilities
$ — $ —
Interest rate swaps Other liabilities
— —
Total derivative liabilities
$ — $ —
(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 consolidated balance sheets as of December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 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 $ 31 $ — $ — $ 31
IRLCs
691 — — 691
Interest rate swaps
8,769 ( 8,769 ) — —
U.S. Treasury futures
4,759 ( 148 ) ( 4,611 ) —
Commodity futures
9,748 ( 1,733 ) ( 8,015 ) —
Total derivative assets $ 23,998 $ ( 10,650 ) $ ( 12,626 ) $ 722
Derivative liabilities
Credit default swaps
$ ( 9,890 ) $ — $ 9,890 $ —
Interest rate swaps
( 47,638 ) 8,769 38,869 —
U.S. Treasury futures
( 148 ) 148 — —
Commodity futures
( 1,733 ) 1,733 — —
Total derivative liabilities $ ( 59,409 ) $ 10,650 $ 48,759 $ —
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 ) —
U.S. Treasury futures
952 ( 658 ) ( 294 ) —
Total derivative assets $ 64,950 $ ( 10,792 ) $ ( 54,102 ) $ 56
Derivative liabilities
Credit default swaps
$ ( 9,120 ) $ — $ 9,120 $ —
Interest rate swaps ( 10,134 ) 10,134 — —
U.S. Treasury futures
( 658 ) 658 — —
Total derivative liabilities $ ( 19,912 ) $ 10,792 $ 9,120 $ —
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.
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The Company is required to post an initial margin amount for its interest rate swaps, credit default swaps and U.S. Treasury and commodity 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 instrument’s maximum estimated single-day price movement. The following table summarizes assets pledged as initial margin as of December 31, 2025 and 2024, respectively (dollar amounts in thousands):
Initial Margin Collateral
Consolidated Balance Sheet Location
December 31, 2025 December 31, 2024
Agency RMBS
Investment securities available for sale, at fair value
$ 68,458 $ 33,399
Restricted cash
Other assets
82,222 68,253
Total initial margin collateral
$ 150,680 $ 101,652
Margin excess related to settlement of variation margin in the amount of approximately $ 16.2 million and $ 11.1 million as of December 31, 2025 and 2024, respectively, is included in other assets on the accompanying consolidated balance sheets. Margin deficit related to settlement of variation margin in the amount of approximately $ 24.3 million and $ 8.1 million as of December 31, 2025 and 2024, respectively, is included in other liabilities on the accompanying consolidated balance sheets.
The tables below summarize the notional activity of derivative instruments for the years ended December 31, 2025 and 2024, respectively (dollar amounts in thousands):
Notional Amount For the Year Ended December 31, 2025
Type of Derivative Instrument December 31, 2024 Additions
Terminations/Pair-Offs
December 31, 2025
Interest rate caps $ 45,142 $ 45,142 $ ( 45,142 ) $ 45,142
Options — 741 ( 741 ) —
TBAs
— 170,000 ( 170,000 ) —
Interest rate swaps 4,134,267 3,584,491 ( 2,799,360 ) 4,919,398
Credit default swaps
400,000 75,000 — 475,000
U.S. Treasury futures
406,100 2,576,800 ( 2,081,700 ) 901,200
Commodity futures
— 299,736 ( 100,060 ) 199,676
Notional Amount For the Year Ended December 31, 2024
Type of Derivative Instrument December 31, 2023 Additions/ Transfers In (1)
Terminations/Transfers Out (1)
December 31, 2024
Interest rate caps
$ 550,025 $ 177,044 $ ( 681,927 ) $ 45,142
Options — 382 ( 382 ) —
Interest rate swaps 2,778,015 3,063,163 ( 1,706,911 ) 4,134,267
Credit default swaps
— 400,000 — 400,000
U.S. Treasury futures
— 905,050 ( 498,950 ) 406,100
(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 our derivative instruments, which are included in (losses) gains on derivative instruments, net and mortgage banking activities, net in the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Type of Derivative Instrument Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses) Realized Gains (Losses) Unrealized Gains (Losses)
Interest rate caps (1)
$ — $ 57 $ — $ 3,211 $ 7,031 $ ( 1,926 )
Options 1,137 — ( 2,261 ) — ( 4,036 ) —
IRLCs
— ( 3,611 ) — — — —
TBAs
369 — — — — —
Interest rate swaps 36,606 ( 92,677 ) 19,918 81,255 — ( 27,447 )
Credit default swaps
( 4,655 ) ( 167 ) ( 4,067 ) ( 861 ) — —
U.S. Treasury futures
( 18,426 ) 4,317 ( 1,493 ) 294 — —
Commodity futures
9,063 8,016 — — — —
Total $ 24,094 $ ( 84,065 ) $ 12,097 $ 83,899 $ 2,995 $ ( 29,373 )
(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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025
Financing Type
SOFR Strike Price
Notional Amount
Expiration Date
Mortgage payable on real estate
3.22 %
45,142 January 1, 2026
(1)
December 31, 2024
Financing Type
SOFR Strike Price
Notional Amount
Expiration Date
Mortgages payable on real estate
3.22 %
45,142 January 1, 2025
(1) Replacement interest rate cap purchased in January 2026.
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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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025
Swap Maturities Notional Amount Weighted Average Fixed Interest Rate Weighted Average Variable Interest Rate
2026 $ 30,660 4.37 % 3.85 %
2027 688,633 3.94 % 4.01 %
2028 1,785,006 3.73 % 4.18 %
2029 270,275 3.91 % 4.07 %
2030 1,222,072 3.73 % 4.22 %
2033 199,590 3.73 % 4.16 %
2034 178,224 3.86 % 4.03 %
2035 300,878 4.00 % 4.30 %
2045 191,010 3.99 % 4.13 %
Total $ 4,866,348 3.80 % 4.16 %
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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025
Swap Maturities Notional Amount Weighted Average Fixed Interest Rate Weighted Average Variable Interest Rate
2028 $ 9,550 3.48 % 4.26 %
2033 43,500 3.64 % 4.19 %
Total $ 53,050 3.61 % 4.21 %
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 December 31, 2025 and 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 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 years ended December 31, 2025 and 2024, respectively (dollar amounts in thousands). The Company did not have MSRs for the year ended December 31, 2023.
For the Years Ended December 31,
2025 2024
Balance at beginning of period
$ 21,003 $ —
Additions:
MSRs received from equity investment in Constructive 3,405 10,917
MSRs acquired through business combination 141 —
Purchases of MSRs
— 9,470
Changes in fair value due to:
Changes in valuation inputs or assumptions used in valuation model
( 1,553 ) 912
Other changes in fair value, including runoff
( 2,103 ) ( 296 )
Balance at end of period
$ 20,893 $ 21,003
The following table presents the components of servicing fee income recognized during the years ended December 31, 2025 and 2024, respectively (dollar amounts in thousands). Servicing fee income is included in other income on the accompanying consolidated statements of operations.
For the Years Ended December 31,
2025 2024
Servicing fees
$ 5,084 $ 516
Prepayment fees
2,743 352
Ancillary and other fee income (1)
209 38
Servicing fee income
$ 8,036 $ 906
(1) Includes default interest and late fee collections.
The Company recognized subservicing fee expenses in the amount of $ 0.8 million and $ 0.1 million related to MSRs during the years ended December 31, 2025 and 2024, respectively, which is included in portfolio operating expenses on the accompanying 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Restricted cash (1)
$ 132,045 $ 161,602
Accrued interest receivable 76,152 62,075
Collections receivable from residential loan servicers 44,926 50,294
Real estate owned 40,207 47,651
Other receivables 22,338 27,776
Mortgage servicing rights 20,893 21,003
Intangible assets 17,318 252
Receivables from derivative counterparties 16,203 11,059
Recoverable advances on residential loans 15,404 17,391
Other assets in consolidated multi-family properties 14,521 16,640
Deferred tax assets 14,441 10,864
Operating lease right-of-use assets 5,175 5,460
Derivative assets (2)
722 56
Other 7,171 5,751
Total $ 427,516 $ 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Accrued interest payable $ 59,114 $ 41,015
Dividends and dividend equivalents payable 35,332 30,280
Margin payable to derivative counterparties 24,271 8,137
Accrued expenses 23,554 11,141
Advanced remittances from residential loan servicers 13,228 7,029
Deferred tax liabilities 12,761 9,282
Accrued expenses and other liabilities in consolidated multi-family properties 9,533 10,621
Deferred revenue 7,316 5,817
Unfunded commitments for residential and multi-family investments 6,750 14,001
Operating lease liabilities 5,549 5,935
Holdback for representations and warranties 2,500 —
Other 5,593 4,354
Total $ 205,501 $ 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
Repurchase Agreements and Warehouse Facilities Secured By:
December 31, 2025 December 31, 2024
Investment securities
$ 6,154,086 $ 3,516,611
Residential loans and real estate owned
462,127 428,399
Residential loans held for sale
73,446 —
Single-family rental properties
63,758 67,215
Total carrying value $ 6,753,417 $ 4,012,225
As of December 31, 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 December 31, 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 December 31, 2025, the Company had $ 206.5 million included in cash and cash equivalents and $ 454.0 million in unencumbered investment securities available to meet additional haircuts or market valuation requirements. The following table presents information about the Company's unencumbered securities at December 31, 2025 (dollar amounts in thousands):
Unencumbered Securities December 31, 2025
Agency RMBS $ 421,289
Non-Agency RMBS (1)
32,701
Total $ 453,990
(1) Includes IOs in Consolidated SLST with a fair value of $ 11.2 million as of December 31, 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 $ 54.4 million at December 31, 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, real estate 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
Maximum Aggregate Uncommitted Principal 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)
December 31, 2025 $ 3,225,000 $ 599,392 $ ( 61 ) $ 599,331 $ 733,202 5.80 % 5.86
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 the repurchase agreements, which include commitment, underwriting, legal, accounting and other fees, are reflected as deferred charges. Such costs are presented as a deduction from the corresponding debt liability on the Company’s accompanying consolidated balance sheets and are amortized as an adjustment to interest expense 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 $ 538.4 million, residential loans held for sale with an aggregate carrying value of $ 78.0 million and single-family rental properties with a net carrying value of $ 116.8 million as of December 31, 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 roll outstanding amounts under these repurchase agreements and warehouse facilities into new financing arrangements or to repay outstanding amounts in full prior to or at maturity.
The outstanding financing under these repurchase agreements and warehouse facilities as of December 31, 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 December 31, 2025 and 2024 amounted to $ 2.6 million and $ 2.5 million, respectively, and is included in other liabilities on the Company’s consolidated balance sheets.
As of December 31, 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 December 31, 2025 and through the date of this Annual Report on Form 10-K.
Investment Securities
The Company has entered into repurchase agreements with financial institutions to finance certain investment securities available for sale 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 December 31, 2025 and 2024, the Company had amounts outstanding under repurchase agreements to finance certain investment securities available for sale and securities owned in Consolidated SLST with twelve counterparties and nine counterparties, respectively.
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The following table presents detailed information about the amounts outstanding under the Company’s repurchase agreements secured by investment securities and associated assets pledged as collateral at December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Outstanding Repurchase Agreements Fair Value of Collateral Pledged
Amortized Cost of Collateral Pledged
Outstanding Repurchase Agreements Fair Value of Collateral Pledged (1)
Amortized Cost of Collateral Pledged (1)
Agency RMBS $ 5,894,367 $ 6,143,730 $ 6,033,884 $ 2,830,925 $ 2,975,400 $ 2,995,820
Non-Agency RMBS (2)
15,191 22,686 22,458 50,622 67,352 64,375
U.S. Treasury securities
244,528 245,713 246,298 635,064 633,833 669,447
Balance at end of the period $ 6,154,086 $ 6,412,129 $ 6,302,640 $ 3,516,611 $ 3,676,585 $ 3,729,642
(1) Collateral pledged includes restricted cash posted as margin in the amount of $ 11.8 million as of December 31, 2024.
(2) Includes first loss subordinated securities in Consolidated SLST with a fair value of $ 18.6 million and $ 20.6 million as of December 31, 2025 and 2024, respectively. Consolidated SLST securities owned by the Company are eliminated in consolidation in accordance with GAAP.
As of December 31, 2025 and 2024, the outstanding balances under our repurchase agreements secured by investment securities were funded at a weighted average advance rate of 96.5 % and 96.0 %, respectively, that implies an average "haircut" of 3.5 % and 4.0 %, respectively. As of December 31, 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 3.5 %, 35.7 %, and 1.6 %, respectively.
As of December 31, 2025 and 2024, the average days to maturity for repurchase agreements secured by investment securities were 31 days and 26 days, respectively, and the weighted average interest rates were 4.11 % and 4.84 %, respectively. The Company’s accrued interest payable on outstanding repurchase agreements secured by investment securities at December 31, 2025 and 2024 amounted to $ 44.4 million and $ 28.4 million, respectively, and is included in other liabilities on the Company’s consolidated balance sheets.
The following table presents contractual maturity information about the Company’s outstanding repurchase agreements secured by investment securities at December 31, 2025 and 2024, respectively (dollar amounts in thousands):
Contractual Maturity December 31, 2025 December 31, 2024
Within 30 days $ 2,860,770 $ 2,103,332
Over 30 days to 90 days
3,293,316 1,413,279
Total $ 6,154,086 $ 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025
Outstanding Face Amount Carrying Value Weighted Average Interest Rate (1) (2)
Stated Maturity (3)
Consolidated SLST at fair value (4)
$ 1,055,791 $ 1,006,919 3.30 % 2059 - 2065
Residential loan securitizations at fair value (4)
2,103,164 2,075,962 5.35 % 2029 - 2069
Residential loan securitizations at amortized cost, net
363,712 363,645 3.74 % 2035 - 2061
Non-Agency RMBS re-securitization at fair value (4)
65,331 65,276 7.38 % 2064
Total collateralized debt obligations $ 3,587,998 $ 3,511,802
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 December 31, 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, 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 years ended December 31, 2025 and 2024, the Company recognized $ 23.1 million and $ 1.5 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 consolidated statements of operations.
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The Company's CDOs as of December 31, 2025 had stated maturities as follows:
Year Ending December 31, Total
2026
$ —
2027
—
2028
—
2029
225,000
2030
12,546
Thereafter 3,350,452
Total $ 3,587,998
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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% 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% 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 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 Senior Unsecured Notes are senior unsecured obligations of the Company that are equal in right of payment to each other and structurally subordinated in right of payment to the Company's subordinated debentures. No sinking fund is provided for the Senior Unsecured Notes.
The following table presents a summary of the Senior Unsecured Notes as of December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Outstanding Face Amount
Carrying Value
Outstanding Face Amount
Carrying Value
9.875% 2030 Senior Notes at fair value
$ 115,000 $ 118,496 $ — $ —
9.125% 2030 Senior Notes at fair value
82,500 82,431 — —
2029 Senior Notes at fair value
60,000 59,925 60,000 60,310
2026 Senior Notes at amortized cost, net
100,000 99,585 100,000 98,886
Total Senior Unsecured Notes
$ 357,500 $ 360,437 $ 160,000 $ 159,196
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The Company has elected the fair value option with respect to the 9.875% 2030 Senior Notes, 9.125% 2030 Senior Notes and 2029 Senior Notes. The following table presents a summary of the key terms of the notes carried at fair value as of December 31, 2025:
Interest Rate
First Interest Payment Date
Maturity Date
Optional Redemption Date
9.875% 2030 Senior Notes at fair value
9.875 % October 1, 2025 October 1, 2030 October 1, 2027
9.125% 2030 Senior Notes at fair value
9.125 % April 1, 2025 April 1, 2030 April 1, 2027
2029 Senior Notes at fair value
9.125 % October 1, 2024 July 1, 2029 July 1, 2026
The interest on the notes listed above is payable in cash quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, beginning on the respective first interest payment dates, and the notes mature on the respective maturity dates, unless earlier redeemed. The Company may redeem the notes, in whole or in part, at any time at the Company's option on or after the respective optional redemption dates noted above, at a redemption price equal to 100 % of the respective outstanding principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the respective redemption date.
For the years ended December 31, 2025 and 2024, none of the change in the fair value of the respective notes carried at fair value outstanding as of such dates was due to instrument-specific credit risk. Accordingly, the Company recognized $ 3.0 million and $ 0.3 million in net unrealized losses for the years ended December 31, 2025 and 2024, respectively, on the notes carried at fair value, which are included in unrealized gains (losses), net on the accompanying consolidated statements of operations.
2026 Senior Notes
As of December 31, 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 consolidated balance sheets in the amount of $ 0.4 million and $ 1.1 million as of December 31, 2025 and 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 consolidated statements of operations for the year ended December 31, 2025. The Company redeemed its 2026 Senior Notes at 100 % of the $ 100.0 million principal amount plus accrued but unpaid interest to, but excluding, the redemption date, for a total payment of $ 101.5 million on February 2, 2026 (s ee Note 26) .
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 December 31, 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 December 31, 2025.
Subordinated Debentures
Subordinated debentures are trust preferred securities that are fully guaranteed by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment. Prior to July 2023, each of the Company's subordinated debentures incurred interest at a floating rate equal to three-month LIBOR plus an applicable spread, resetting quarterly. In light of the cessation of the publication of three-month LIBOR after June 30, 2023, and pursuant to the terms of each of the Company's subordinated debentures, as of December 31, 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 December 31, 2025 and 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 February 20, 2026, 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 December 31, 2025 and 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 consolidated financial statements ( see Note 7) .
During the years ended December 31, 2025 and 2024, sales of consolidated multi-family apartment communities resulted in the repayment or assumption of the related mortgages payable ( see Note 8 ).
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During the year ended December 31, 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.
The consolidated multi-family apartment communities are subject to mortgages payable collateralized by the associated real estate assets. The Company has no obligation for repayment of the mortgages payable but, with respect to certain of the mortgages payable, it may execute a guaranty related to commitment of bad acts. The following table presents detailed information for these mortgages payable on real estate as of December 31, 2025 and 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)
December 31, 2025 $ 333,332 $ 333,332 $ ( 1,201 ) $ 332,131 2026 - 2032 4.46 %
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 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 the loan agreements, entered into interest rate cap contracts with counterparties that limit the indexed portion of the interest rate to a fixed rate. See Note 10 for additional information.
Debt Maturities
As of December 31, 2025, maturities for debt on the Company's consolidated balance sheet are as follows (dollar amounts in thousands):
Year Ending December 31, Total
2026 $ 125,461
2027 —
2028 —
2029 279,113
2030 197,500
Thereafter 133,758
Total $ 735,832
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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 December 31, 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 December 31, 2025, the Company had commitments to fund up to $ 149.4 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 $ 102.0 million as of December 31, 2025.
Repurchase Reserves for Origination Activity
As a seller of business purpose loans to third-party investors in the secondary market, 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 consolidated balance sheets as of December 31, 2025.
Leases
As of December 31, 2025, the Company has entered into multi-year lease agreements for office space accounted for as non-cancelable operating leases. Total property lease expense on these leases for the years ended December 31, 2025, 2024, and 2023 amounted to $ 1.7 million, $ 1.5 million, and 1.7 million, respectively. The leases are secured by cash deposits in the amount of $ 0.7 million.
As of December 31, 2025, obligations under non-cancelable operating leases are as follows (dollar amounts in thousands):
Year Ending December 31, Total
2026 $ 2,138
2027 1,959
2028 1,226
2029 781
2030 —
Thereafter —
Total lease payments
$ 6,104
Less: imputed interest
( 555 )
Present value of lease liabilities
$ 5,549
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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 securitization and its investment in the securitization (eliminated in consolidation in accordance with GAAP), as the fair value of these instruments is more observable.
The investment securities (eliminated in consolidation in accordance with GAAP) that we own in the securitizations are generally illiquid and trade infrequently. As such, they are classified as Level 3 in the fair value hierarchy. 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 technique 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 using 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 or was determined (i) by the valuation process for preferred equity and mezzanine loan investments as described in d. above or (ii) using weighted multiples of origination volume and earnings before taxes, depreciation and amortization of the entity and the net asset value ("NAV") of the equity investment entity. These fair value measurements are generally based on unobservable inputs and, as such, are classified as Level 3 in the fair value hierarchy.
f. Derivative Instruments – The 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 obtains additional third-party valuations for interest rate swaps, credit default swaps, futures and interest rate cap agreements. The Company has established thresholds to compare different independent third-party prices and any differences that exceed the thresholds are reviewed both internally and with the third-party pricing services. The Company reconciles and resolves all pricing differences in excess of the thresholds before a final price is established.
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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 a. 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 December 31, 2025 and 2024, respectively, on the Company’s consolidated balance sheets (dollar amounts in thousands):
Measured at Fair Value on a Recurring Basis at
December 31, 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 $ — $ 6,633,476 $ — $ 6,633,476 $ — $ 3,136,812 $ — $ 3,136,812
Non-Agency RMBS
— 25,592 — 25,592 — 69,687 — 69,687
U.S. Treasury securities — 245,713 — 245,713 — 622,045 — 622,045
Residential loans:
Residential loans — — 583,963 583,963 — — 632,266 632,266
Consolidated SLST — — 1,165,677 1,165,677 — — 965,672 965,672
Residential loans held in securitization trusts — — 2,608,535 2,608,535 — — 2,243,800 2,243,800
Residential loans held for sale
— — 80,707 80,707 — — — —
Multi-family loans — — 55,476 55,476 — — 86,192 86,192
Equity investments
— — 24,711 24,711 — — 113,492 113,492
Derivative assets:
Interest rate caps (1) (2)
— 31 — 31 — 56 — 56
IRLCs (2)
— — 691 691 — — — —
Interest rate swaps (2) (4)
— — — — — — — —
U.S. Treasury futures (2) (4)
— — — — — — — —
Commodity futures (2) (4)
— — — — — — — —
MSRs (2)
— — 20,893 20,893 — — 21,003 21,003
Assets of disposal group held for sale (3)
— — — — — 67 — 67
Total $ — $ 6,904,812 $ 4,540,653 $ 11,445,465 $ — $ 3,828,667 $ 4,062,425 $ 7,891,092
Liabilities carried at fair value
CDOs:
Consolidated SLST
$ — $ — $ 1,006,919 $ 1,006,919 $ — $ — $ 811,591 $ 811,591
Residential loan securitizations
— 2,075,962 — 2,075,962 — 1,253,332 — 1,253,332
Non-Agency RMBS re-securitization — 65,276 — 65,276 — 70,757 — 70,757
Senior unsecured notes
— 260,852 — 260,852 — 60,310 — 60,310
Derivative liabilities:
Interest rate swaps (2) (4)
— — — — — — — —
Credit default swaps (2) (4)
— — — — — — — —
Total $ — $ 2,402,090 $ 1,006,919 $ 3,409,009 $ — $ 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 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 $ 59.4 million netted against derivative assets of $ 23.3 million and a net variation margin of $ 36.1 million as of December 31, 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.
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The following tables detail changes in valuation for the Level 3 assets for the years ended December 31, 2025, 2024, and 2023, respectively (dollar amounts in thousands):
Level 3 Assets:
Year Ended December 31, 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
16,576 39,902 47,941 18,974 9,162 ( 3,155 ) — ( 3,656 ) ( 3,611 ) 122,133
Transfers in (1)
580 — — 145,748 — — — 141 4,302 150,771
Transfers out (2)
( 37,506 ) — ( 11,526 ) — — ( 33,759 ) — — — ( 82,791 )
Transfer to securitization trust, net (3)
( 1,325,733 ) — 1,325,733 — — — — — — —
Transfer from residential loans held for sale to residential loans 474,922 — — ( 474,922 ) — — — — — —
Transfer to disposal group held for sale — — — — — ( 500 ) 500 — — —
Paydowns/Distributions (4)
( 183,071 ) ( 87,302 ) ( 1,146,122 ) ( 259 ) ( 39,878 ) ( 51,367 ) — 3,405 — ( 1,504,594 )
Sales ( 156,627 ) — ( 13,223 ) ( 450,317 ) — — ( 500 ) — — ( 620,667 )
Acquisitions/Repurchases (5)
1,162,556 247,405 161,932 1,414 — — — — — 1,573,307
Originations
— — — 840,069 — — — — — 840,069
Balance at the end of period $ 583,963 $ 1,165,677 $ 2,608,535 $ 80,707 $ 55,476 $ 24,711 $ — $ 20,893 $ 691 $ 4,540,653
(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 year ended December 31, 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.
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(5) During the year ended December 31, 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 ).
Year Ended December 31, 2024
Residential loans
Residential loans Consolidated SLST Residential loans held in securitization trusts Multi-family loans Equity investments MSRs
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 15,562 3,523 ( 8,255 ) 5,899 16,179 616 33,524
Transfers out (1)
( 80,801 ) — ( 7,661 ) — — — ( 88,462 )
Transfer to securitization trust, net (2)
( 1,456,376 ) — 1,456,376 — — — —
Paydowns/Distributions (3)
( 296,645 ) ( 77,768 ) ( 805,586 ) ( 15,499 ) ( 49,803 ) 10,917 ( 1,234,384 )
Sales ( 156,175 ) — ( 6,708 ) — — — ( 162,883 )
Acquisitions (4)
1,779,166 285,057 113,726 — — 9,470 2,187,419
Balance at the end of period $ 632,266 $ 965,672 $ 2,243,800 $ 86,192 $ 113,492 $ 21,003 $ 4,062,425
(1) Transfers out of Level 3 assets represents the transfer of residential loans to real estate owned, single-family rental properties and other assets.
(2) During the year ended December 31, 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) Includes in-kind distribution of MSRs received from the Company's Constructive equity investment prior to acquisition on July 15, 2025.
(4) During the year ended December 31, 2024, the Company purchased a first loss subordinated security issued from a securitization that it determined to consolidate as Consolidated SLST. As a result, the Company consolidated assets of the securitization (see Note 7 ).
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Year Ended December 31, 2023
Residential loans
Residential loans Consolidated SLST Residential loans held in securitization trusts Multi-family loans Equity investments Equity investments in disposal group held for sale Total
Balance at beginning of period $ 1,081,384 $ 827,582 $ 1,616,114 $ 87,534 $ 179,746 $ 9,010 $ 3,801,370
Total (losses)/gains (realized/unrealized)
Included in earnings 8,080 ( 10,748 ) 72,173 11,863 21,279 ( 3,290 ) 99,357
Transfers out (1)
( 26,277 ) — ( 16,208 ) ( 10,306 ) — — ( 52,791 )
Transfer to securitization trust, net (2)
( 282,831 ) — 282,831 — — — —
Transfer to disposal group held for sale
— — — — 5,720 ( 5,720 ) —
Funding/Contributions — — — 21,924 33,958 — 55,882
Paydowns/Distributions ( 482,137 ) ( 61,974 ) ( 518,819 ) ( 15,223 ) ( 93,587 ) — ( 1,171,740 )
Sales
( 21,165 ) — ( 3,979 ) — — ( 25,144 )
Acquisitions
550,481 — 69,796 — — — 620,277
Balance at the end of period $ 827,535 $ 754,860 $ 1,501,908 $ 95,792 $ 147,116 $ — $ 3,327,211
(1) Transfers out of Level 3 assets represents the transfer of residential loans to real estate owned and the consolidation of a VIE previously classified as an equity investment ( see Note 7 ).
(2) During the year ended December 31, 2023, the Company transferred, on a net basis, certain residential loans into residential loan securitizations ( see Note 7 for further discussion of the Company's residential loan securitizations).
The following table details changes in valuation for the Level 3 liabilities for the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
Level 3 Liabilities:
Consolidated SLST CDOs
Years Ended December 31,
2025 2024 2023
Balance at beginning of period $ 811,591 $ 593,737 $ 634,495
Total losses/(gains) (realized/unrealized)
Included in earnings 34,248 3,784 5,718
Acquisitions (1)
235,226 275,200 —
Paydowns ( 74,146 ) ( 61,130 ) ( 46,476 )
Balance at the end of period $ 1,006,919 $ 811,591 $ 593,737
(1) During the years ended December 31, 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):
December 31, 2025 Fair Value Valuation Technique Unobservable Input Weighted Average Range
Assets
Residential loans:
Residential loans, residential loans held in securitization trusts and residential loans held for sale: (1)
$ 2,952,490 Discounted cash flow Lifetime CPR 10.3 % — - 45.5 %
Default rate
0.7 % — - 26.4 %
Loss severity 12.8 % — - 100.0 %
Yield 6.6 % 5.2 % - 41.1 %
$ 109,139 Liquidation model Annual home price appreciation/(depreciation) 0.1 % — - 8.7 %
Liquidation timeline (months) 16 9 - 54
Property value $ 1,815,175 $ 15,000 - $ 13,900,000
Yield 8.7 % 7.5 % - 100.0 %
$ 211,576 Transaction price Non-binding investor price N/A
Consolidated SLST (4)
$ 1,165,677 Liability price N/A
Total $ 4,438,882
Multi-family loans (1) (2)
$ 55,476 Discounted cash flow Discount rate 12.3 % 11.5 % - 13.5 %
Months to assumed redemption 24 3 - 42
Loss severity —
Equity investments (1)
$ 24,711 Discounted cash flow Discount rate 15.9 % 15.0 % - 17.5 %
Months to assumed redemption 14 2 - 26
Loss severity —
Mortgage servicing rights (1)
$ 20,893 Discounted cash flow Lifetime voluntary prepayment rate
10.1 % 0.2 % - 28.9 %
Default rate
2.4 % — - 41.8 %
Yield 12.2 % 12.0 % - 14.0 %
IRLCs (1)
$ 691 Probability-weighted expected cash flow
Pull-through rate
77.4 % 77.0 % - 78.9 %
Liabilities
Consolidated SLST CDOs (3) (4)
$ 1,006,919 Discounted cash flow Yield 5.1 % 3.2 % - 12.0 %
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Collateral prepayment rate 6.1 % 2.5 % - 7.2 %
Collateral default rate 1.1 % — - 18.5 %
Loss severity 15.3 % — - 27.1 %
(1) Weighted average amounts are calculated based on the weighted average fair value of the assets.
(2) As of December 31, 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.
(3) In accordance with the practical expedient in ASC 810, the Company determines the fair value of the residential loans held in Consolidated SLST based on the fair value of the CDOs issued by Consolidated SLST, including investment securities we own, as the fair value of these instruments is more observable. At December 31, 2025, the fair value of investment securities we own in Consolidated SLST amounts to $ 151.5 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 years ended December 31, 2025, 2024 and 2023, respectively, for our Level 3 assets and liabilities held as of December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Assets
Residential loans
Residential loans (1)
$ 2,539 $ ( 7,966 ) $ 321
Consolidated SLST (1)
41,170 8,611 ( 8,086 )
Residential loans held in securitization trust (1)
46,675 ( 10,005 ) 56,576
Residential loans held for sale (1)
1,754 — —
Multi-family loans (1)
240 ( 4,750 ) 645
Equity investments (2)
( 6,873 ) ( 6,319 ) ( 7,958 )
IRLCs
( 3,611 ) — —
Mortgage servicing rights (1)
( 3,656 ) 616 —
Liabilities
Consolidated SLST CDOs (1)
$ ( 32,710 ) $ ( 5,709 ) $ ( 1,930 )
(1) Presented in unrealized gains (losses), net on the Company’s consolidated statements of operations.
(2) Presented in (loss) income from equity investments on the Company’s 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
December 31, 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 $ 210,333 $ 210,333 $ 167,422 $ 167,422
Investment securities available for sale Level 2 6,904,781 6,904,781 3,828,544 3,828,544
Residential loans Level 3 4,358,175 4,358,175 3,841,738 3,841,738
Residential loans held for sale
Level 3
80,707 80,707 — —
Multi-family loans Level 3 55,476 55,476 86,192 86,192
Equity investments Level 3 24,711 24,711 113,492 113,492
Derivative assets Level 2 31 31 56 56
IRLCs
Level 3
691 691 — —
Derivative assets in disposal group held for sale Level 2 — — 67 67
Mortgage servicing rights
Level 3
20,893 20,893 21,003 21,003
Financial Liabilities:
Repurchase agreements Level 2 6,753,417 6,753,417 4,012,225 4,012,225
Collateralized debt obligations:
Residential loan securitizations at amortized cost, net Level 3 363,645 349,037 842,764 818,482
Residential loan securitizations at fair value
Level 2
2,075,962 2,075,962 1,253,332 1,253,332
Consolidated SLST Level 3 1,006,919 1,006,919 811,591 811,591
Non-Agency RMBS re-securitization Level 2 65,276 65,276 70,757 70,757
Subordinated debentures Level 3 45,000 40,526 45,000 38,918
Senior unsecured notes:
Senior unsecured notes at amortized cost, net
Level 2 99,585 99,465 98,886 98,632
Senior unsecured notes at fair value
Level 2 260,852 260,852 60,310 60,310
Mortgages payable on real estate Level 3 332,131 325,301 366,606 347,915
Mortgages payable on real estate in disposal group held for sale Level 3 — — 93,370 93,370
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 December 31, 2025 and 2024, respectively.
As of December 31, 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, 2027, 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 years ended December 31, 2025 and 2024. As of December 31, 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 December 31, 2025 and 2024, respectively (dollar amounts in thousands):
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December 31, 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 %
10.595 %
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
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.
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(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.
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.
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(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, 2023 through December 31, 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
December 11, 2025 January 1, 2026 January 15, 2026 $ 0.50 $ 0.676912400 $ 0.4296875 $ 0.43750
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
December 14, 2023 January 1, 2024 January 15, 2024 0.50 0.4921875 0.4296875 0.43750
September 11, 2023 October 1, 2023 October 15, 2023 0.50 0.4921875 0.4296875 0.43750
June 6, 2023 July 1, 2023 July 15, 2023 0.50 0.4921875 0.4296875 0.43750
March 9, 2023 April 1, 2023 April 15, 2023 0.50 0.4921875 0.4296875 0.43750
(c) Common Stock
The Company had 200,000,000 authorized shares of common stock, par value $ 0.01 per share, with 90,303,863 and 90,574,996 shares issued and outstanding as of December 31, 2025 and 2024, respectively.
On February 22, 2023, the Company announced that the Board of Directors approved the Reverse Stock Split. The Reverse Stock Split was effected as of 12:01 a.m., New York City time, on March 9, 2023 (the “Effective Time”). Accordingly, at the Effective Time, every four issued and outstanding shares of the Company’s common stock were converted into one share of the Company’s common stock, with a proportionate reduction in the Company’s authorized shares of common stock, outstanding equity awards and number of shares remaining available for issuance under the 2017 Plan . In connection with the reverse stock split, the number of authorized shares of the Company’s common stock was also reduced on a one-for-four basis, from 800,000,000 to 200,000,000 . The par value of each share of common stock remained unchanged. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder holding fractional shares as a result of the Reverse Stock Split was entitled to receive, in lieu of such fractional shares, cash in an amount based on the closing price of the Company's common stock on the Nasdaq Global Select Market on March 8, 2023. The Reverse Stock Split applied to all of the Company’s outstanding shares of common stock and therefore did not affect any stockholder’s ownership percentage of shares of the Company’s common stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. A ll common share and per common share data included in these consolidated financial statements and notes thereto have been adjusted on a retroactive basis to reflect the impact of the Reverse Stock Split.
In February 2022, the Board of Directors approved a $ 200.0 million common stock repurchase program. 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, 2027 , 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.
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During the year ended December 31, 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. During the year ended December 31, 2024, the Company repurchased 587,347 shares of its common stock pursuant to the common stock repurchase program for a total cost of approximately $ 3.5 million, including fees and commissions paid to the broker, representing an average repurchase price of $ 5.95 per common share. During the year ended December 31, 2023, the Company repurchased 937,850 shares of its common stock pursuant to the common stock repurchase program for a total cost of approximately $ 8.6 million, including fees and commissions paid to the broker, representing an average repurchase price of $ 9.19 per common share.
As of December 31, 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, 2023 and ended December 31, 2025:
Period Declaration Date Record Date Payment Date Cash
Dividend
Per Share
Fourth Quarter 2025 December 11, 2025 December 22, 2025 January 28, 2026 $ 0.23
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
Fourth Quarter 2023 December 14, 2023 December 26, 2023 January 26, 2024 0.20
Third Quarter 2023 September 11, 2023 September 21, 2023 October 26, 2023 0.30
Second Quarter 2023 June 6, 2023 June 16, 2023 July 26, 2023 0.30
First Quarter 2023 March 9, 2023 March 20, 2023 April 26, 2023 0.40
During 2025, aggregate dividends for our common stock were $ 0.86 per share. For U.S. federal income tax purposes, the 2025 dividends were classified as ordinary income, capital gain distribution and return of capital in the amounts of $ 0.67 , $ 0.10 and $ 0.06 , respectively, per share. The January 2026 cash distribution in the amount of $ 0.23 per share, that was declared in December 2025, is treated as a 2026 distribution. During 2024, aggregate dividends for our common stock were $ 0.80 per share. For U.S. federal income tax purposes, the 2024 dividends were classified as return of capital in the amount of $ 0.80 per share and the January 2025 cash distribution in the amount of $ 0.20 per share, that was declared in December 2024, is treated as a 2025 distribution. During 2023, aggregate dividends for our common stock were $ 1.20 per share. For U.S. federal income tax purposes, the 2023 dividends were classified as return of capital in the amounts of $ 1.00 per share and the January 2024 cash distribution in the amount of $ 0.20 per share, that was declared in December 2023, is treated as a 2024 distribution.
(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.
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There were no shares of the Company's common stock issued under the Common Equity Distribution Agreement during the years ended December 31, 2025, 2024 and 2023. As of December 31, 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 year ended December 31, 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 years ended December 31, 2024 and 2023. As of December 31, 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 PSUs, RSUs and DSUs, and the number of incremental shares that are to be added to the weighted-average number of shares outstanding.
During the year ended December 31, 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 years ended December 31, 2024 and 2023, the PSUs and RSUs awarded under the 2017 Plan were determined to be anti-dilutive and were not included in the calculation of diluted loss per common share. During the year ended December 31, 2024 the DSUs awarded under the 2017 Plan were determined to be anti-dilutive and were not included in the calculation of diluted loss per common share.
The following table presents the computation of basic and diluted earnings (loss) per common share for the periods indicated (dollar and share amounts in thousands, except per share amounts):
For the Years Ended December 31,
2025 2024 2023
Basic Earnings (Loss) per Common Share:
Net income (loss) attributable to Company
$ 149,048 $ ( 62,029 ) $ ( 48,665 )
Less: Preferred Stock dividends ( 47,942 ) ( 41,756 ) ( 41,837 )
Plus: Gain on repurchase of Preferred Stock — — 467
Net income (loss) attributable to Company’s common stockholders
$ 101,106 $ ( 103,785 ) $ ( 90,035 )
Basic weighted average common shares outstanding
90,427 90,815 91,042
Basic Earnings (Loss) per Common Share
$ 1.12 $ ( 1.14 ) $ ( 0.99 )
Diluted Earnings (Loss) per Common Share:
Net income (loss) attributable to Company
$ 149,048 $ ( 62,029 ) $ ( 48,665 )
Less: Preferred Stock dividends ( 47,942 ) ( 41,756 ) ( 41,837 )
Plus: Gain on repurchase of Preferred Stock — — 467
Net income (loss) attributable to Company’s common stockholders
$ 101,106 $ ( 103,785 ) $ ( 90,035 )
Weighted average common shares outstanding
90,427 90,815 91,042
Net effect of assumed PSUs vested
768 — —
Net effect of assumed RSUs and DSUs vested
315 — —
Diluted weighted average common shares outstanding
91,510 90,815 91,042
Diluted Earnings (Loss) per Common Share
$ 1.10 $ ( 1.14 ) $ ( 0.99 )
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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 December 31, 2025, 3,088,129 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 December 31, 2025. The Company’s employees have been issued 1,424,340 shares of restricted stock under the 2017 Plan as of December 31, 2025. At December 31, 2025, there were 222,977 shares of non-vested restricted stock outstanding, 2,863,258 common shares reserved for issuance in connection with outstanding PSUs under the 2017 Plan, 1,178,548 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 years ended December 31, 2025, 2024 and 2023, the Company recognized non-cash compensation expense on its restricted common stock awards of $ 1.5 million, $ 3.2 million and $ 3.7 million, respectively. Dividends are paid on all restricted stock issued, whether those shares have vested or not. Non-vested restricted stock is forfeited upon the recipient’s termination of employment, subject to certain exceptions.
A summary of the activity of the Company’s non-vested restricted stock under the 2017 Plan for the years ended December 31, 2025, 2024 and 2023, respectively, is presented below:
2025 2024 2023
Number of
Non-vested
Restricted
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Restricted
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Restricted
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Non-vested shares as of January 1 538,159 $ 10.39 524,570 $ 13.57 526,074 $ 16.34
Granted — — 342,628 8.23 275,248 12.36
Vested ( 264,338 ) 11.44 ( 256,814 ) 14.01 ( 253,912 ) 18.18
Forfeited ( 50,844 ) 9.31 ( 72,225 ) 10.04 ( 22,840 ) 12.79
Non-vested shares as of December 31
222,977 $ 9.39 538,159 $ 10.39 524,570 $ 13.57
Restricted stock granted during the period
— $ — 342,628 $ 8.23 275,248 $ 12.36
(1) The grant date fair value of restricted stock awards is based on the closing market price of the Company’s common stock at the grant date.
At December 31, 2025 and 2024, the Company had unrecognized compensation expense of $ 0.8 million and $ 2.8 million, respectively, related to the non-vested shares of restricted common stock under the 2017 Plan. The unrecognized compensation expense at December 31, 2025 is expected to be recognized over a weighted average period of 1.0 years. The total fair value of restricted shares vested during the years ended December 31, 2025, 2024 and 2023 was approximately $ 1.6 million, $ 2.1 million and $ 3.1 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 years ended December 31, 2025, 2024 and 2023, 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 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 year ended December 31, 2024 were settled in cash.
A summary of the activity of the target PSU awards under the 2017 Plan for the years ended December 31, 2025, 2024 and 2023, respectively, is presented below:
2025 2024 2023
Number of
Non-vested
Target
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Target
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Target
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Non-vested target PSUs as of January 1 939,523 $ 11.48 905,825 $ 18.12 786,577 $ 23.06
Granted 710,132 6.82 384,584 5.72 366,210 13.41
Vested — — ( 350,886 ) 22.31 ( 201,978 ) 28.18
Forfeited ( 218,026 ) 18.66 — — ( 44,984 ) ( 20.89 )
Non-vested target PSUs as of December 31
1,431,629 $ 8.08 939,523 $ 11.48 905,825 $ 18.12
(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 year ended December 31, 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 year ended December 31, 2024 with a fair value o f $ 3.6 million o n the vesting date. The number of vested shares related to PSUs granted in 2021 was greater than the target PSUs of 350,886 . The three-year performance period for PSUs granted in 2020 ended on December 31, 2022, resulting in the vesting of 161,577 shares of common stock during the year ended December 31, 2023 with a fair value o f $ 2.0 million o n the vesting date. The number of vested shares related to PSUs granted in 2020 was less than the target PSUs of 201,978 . Non-vested PSUs are forfeited upon the recipient's termination of employment, subject to certain exceptions.
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As of December 31, 2025, 2024 and 2023, there was $ 4.1 million , $ 3.4 million and $ 4.9 million of unrecognized compensation cost related to the non-vested portion of the PSUs, respectively. The unrecognized compensation cost related to the non-vested portion of the PSUs at December 31, 2025 is expected to be recognized over a weighted average period of 1.8 years. Compensation expense related to the PSUs was $ 3.8 million, $ 3.7 million and $ 4.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
(c) Restricted Stock Units
During the years ended December 31, 2025, 2024 and 2023, 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 years ended December 31, 2025, 2024 and 2023 were settled in cash.
A summary of the activity of the RSU awards under the 2017 Plan for the years ended December 31, 2025, 2024 and 2023, respectively, is presented below:
2025 2024 2023
Number of
Non-vested
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Number of
Non-vested
Shares Weighted
Average Per Share
Grant Date
Fair Value (1)
Non-vested RSUs as of January 1 450,600 $ 9.59 351,974 $ 11.65 263,708 $ 16.11
Granted 1,042,229 5.91 256,389 8.53 244,140 10.24
Vested ( 198,297 ) 10.24 ( 157,763 ) 12.45 ( 131,094 ) 17.40
Forfeited ( 115,984 ) 6.15 — — ( 24,780 ) 14.80
Non-vested RSUs as of December 31
1,178,548 $ 6.57 450,600 $ 9.59 351,974 $ 11.65
(1) The grant date fair value of RSUs is based on the closing market price of the Company’s common stock at the grant date.
During the year ended December 31, 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 year ended December 31, 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. During the year ended December 31, 2023, 131,094 shares of common stock were issued in connection with the vesting of RSUs at a fair value of $ 1.4 million on the vesting date. Non-vested RSUs are forfeited upon the recipient's termination of employment, subject to certain exceptions.
As of December 31, 2025, 2024 and 2023 there was $ 4.5 million, $ 2.3 million and $ 2.1 million of unrecognized compensation cost related to the non-vested portion of the RSUs, respectively. The unrecognized compensation cost related to the non-vested portion of the RSUs at December 31, 2025 is expected to be recognized over a weighted average period of 1.9 years. Compensation expense related to the RSUs was $ 3.3 million, $ 2.0 million and $ 2.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
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(d) Deferred Stock Units
During the years ended December 31, 2025 and 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.
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 year ended December 31, 2025 were settled in cash.
A summary of the activity of the DSU awards under the 2017 Plan for the years ended December 31, 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 December 31
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 year ended December 31, 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 December 31, 2025.
As of December 31, 2025 and 2024, there was $ 0.3 million and $ 0.4 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 December 31, 2025 is expected to be recognized over a weighted average period of 0.4 years. Compensation expense related to the DSUs was $ 0.8 million and $ 0.3 million for the year ended December 31, 2025 and 2024, respectively.
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21. Income Taxes
For the years ended December 31, 2025, 2024 and 2023, the Company qualified to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. As long as the Company qualifies as a REIT, the Company generally will not be subject to U.S. federal income taxes on its taxable income to the extent it annually distributes at least 100% of its taxable income to stockholders and does not engage in prohibited transactions. Certain activities the Company performs may produce income that will not be qualifying income for REIT purposes. The Company has designated its TRSs to engage in these activities. The tables below reflect the taxes accrued at the TRS level and the tax attributes included in the consolidated financial statements.
The income tax provision for the years ended December 31, 2025, 2024 and 2023, respectively, is comprised of the following components (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Current income tax provision
Federal $ 6 $ 35 $ 23
State 236 86 273
Total current income tax provision 242 121 296
Deferred income tax (benefit) provision
Federal ( 86 ) 866 ( 136 )
State ( 11 ) 49 ( 85 )
Total deferred income tax (benefit) provision
( 97 ) 915 ( 221 )
Total income tax provision $ 145 $ 1,036 $ 75
The Company’s effective income tax rate differs from the statutory U.S. federal rate as a result of state and local taxes, non-taxable REIT income, changes in valuation allowance and other differences. A reconciliation of the statutory income tax provision to the effective income tax provision for the years ended December 31, 2025, 2024 and 2023, respectively, are as follows (dollar amounts in thousands).
For the Years Ended December 31,
2025 2024 2023
Provision (benefit) at statutory rate
$ 31,331 21.0 % $ ( 12,808 ) 21.0 % $ ( 10,204 ) 21.0 %
Non-taxable REIT (income) loss
( 31,998 ) ( 21.4 ) 13,007 ( 21.3 ) 6,901 ( 14.2 )
State and local tax provision (1)
217 0.1 91 ( 0.1 ) 296 ( 0.6 )
Other 825 0.6 ( 462 ) 0.8 ( 3,366 ) 6.9
Changes in valuation allowance
( 230 ) ( 0.2 ) 1,208 ( 2.0 ) 6,448 ( 13.3 )
Total provision $ 145 0.1 % $ 1,036 ( 1.6 ) % $ 75 ( 0.2 ) %
(1) State taxes in Texas and South Carolina for the year ended December 31, 2025 and in Texas and New York for the years ended December 31, 2024 and 2023 made up the majority (greater than 50%) of the tax effect in this category.
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The following table details the amounts of income taxes paid (net of refunds received) to each jurisdiction for the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Federal $ 296 $ 38 $ 74
States ( 78 ) ( 70 ) 151
Cash paid (refunds received) for income taxes $ 218 $ ( 32 ) $ 225
Deferred Tax Assets and Liabilities
The major sources of temporary differences included in the deferred tax assets (liabilities) and their deferred tax effect as of December 31, 2025 and 2024, respectively, are as follows (dollar amounts in thousands):
December 31, 2025 December 31, 2024
Deferred tax assets
Net operating loss carryforward $ 11,252 $ 9,671
Capital loss carryover 21,676 16,259
GAAP/Tax differences
Residential loans
3,651 4,101
Interest expense limitation carryforward
3,998 1,218
Investment securities
— 5,997
Other
46 30
Total GAAP/Tax differences
7,695 11,346
Deferred tax assets
40,623 37,276
Less: Valuation allowance
( 26,182 ) ( 26,412 )
Net deferred tax assets (1)
14,441 10,864
Deferred tax liabilities
GAAP/Tax differences
Investment securities available for sale
369 —
Goodwill and intangible assets
7,701 1,575
Mortgage servicing rights
2,981 2,578
Derivatives
1,710 5,129
Total GAAP/Tax differences
12,761 9,282
Deferred tax liabilities (2)
12,761 9,282
Total net deferred tax asset
$ 1,680 $ 1,582
(1) Included in other assets in the accompanying consolidated balance sheets.
(2) Included in other liabilities in the accompanying consolidated balance sheets.
As of December 31, 2025, the Company, through wholly-owned TRSs, had incurred net operating losses in the aggregate amount of approximately $ 47.3 million. The Company’s carryforward net operating losses can be carried forward indefinitely until they are offset by future taxable income. Additionally, as of December 31, 2025, the Company, through its wholly-owned TRSs, had also incurred approximately $ 91.2 million in capital losses. The Company’s carryover capital losses will expire between 2026 and 2030 if they are not offset by future capital gains.
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As of December 31, 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 valuation allowance was primarily related to U.S. federal deferred tax assets resulting from net operating loss carryforward and capital loss carryover. The change in the valuation for the current year is a decrease of approximately $ 0.2 million. We will continue to monitor positive and negative evidence related to the utilization of the remaining deferred tax assets for which a valuation allowance continues to be provided. The Company's deferred tax assets without a valuation allowance are more likely than not to be realized given the expectation of future taxable income.
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. During the years ended December 31, 2025 and 2024, the Company recognized interest and penalties in the amount of approximately $ 3.1 thousand and $ 35.5 thousand, respectively. The Company did not incur interest and penalties for the year ended December 31, 2023.
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 years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Interest income
Investment securities available for sale $ 316,737 $ 163,977 $ 57,514
Residential loans
Residential loans 34,347 50,266 54,188
Consolidated SLST 50,970 39,194 34,061
Residential loans held in securitization trusts 179,178 129,905 97,492
Total residential loans
264,495 219,365 185,741
Residential loans held for sale 5,244 — —
Multi-family loans
8,528 10,589 10,519
Other
6,944 7,349 4,886
Total interest income 601,948 401,280 258,660
Interest expense
Repurchase agreements and warehouse facilities
253,960 183,285 91,814
Collateralized debt obligations
Consolidated SLST 37,547 26,491 24,506
Residential loan securitizations 127,333 91,884 65,184
Non-Agency RMBS re-securitization 5,007 2,221 —
Total collateralized debt obligations
169,887 120,596 89,690
Senior unsecured notes 24,998 9,308 6,476
Subordinated debentures 3,802 4,236 4,154
Total interest expense 452,647 317,425 192,134
Net interest income $ 149,301 $ 83,855 $ 66,526
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23. Other Income
The following table details the components of the Company's other income for the years ended December 31, 2025, 2024 and 2023, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024 2023
Servicing fee income
$ 8,036 $ 906 $ —
Gain on sale of real estate (1)
8,923 27,835 4,763
Gain on de-consolidation of joint venture equity investments in Consolidated VIEs
— 6,115 —
Loss on extinguishment of collateralized debt obligations and mortgages payable on real estate
( 884 ) ( 2,864 ) ( 796 )
Miscellaneous (2)
434 ( 2,843 ) 769
Total other income
$ 16,509 $ 29,149 $ 4,736
(1) See Notes 8 and 9 for description of nature of transactions out of which items arose.
(2) During the year ended December 31, 2024, the Company recorded a provision for uncollectible receivables for asset management expenses incurred related to a non-accrual multi-family loan that are in excess of anticipated redemption proceeds ( see Note 5) .
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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 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 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 December 31, 2025
Amortization Period (Years)
Customer relationships
$ 17,000 $ ( 779 ) $ 16,221 10
Trade name
1,000 ( 42 ) 958 11
Total identified intangible assets (weighted average amortization period)
$ 18,000 $ ( 821 ) $ 17,179 10.06
During the year ended December 31, 2025, the Company recognized $ 0.8 million of amortization expense related to these intangible assets, which is included in general and administrative expenses on the Company's 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 . As of December 31, 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 amount of revenue of Constructive included in the Company's consolidated statements of operations for the period from the Acquisition Date through December 31, 2025 is $ 30.0 million. See Note 25 for the amount of net income of Constructive included in the Company's consolidated statements of operations for the period from the Acquisition Date through December 31, 2025. The Company recognized acquisition-related costs of approximately $ 1.3 million, which are included in portfolio operating expenses on the 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 years ended December 31, 2025 and 2024, respectively (dollar amounts in thousands):
For the Years Ended December 31,
2025 2024
Revenue
$ 562,684 $ 381,979
Net income (loss) attributable to Company's common stockholders
$ 115,136 $ ( 94,788 )
Basic proforma earnings (loss) per common share
$ 1.27 $ ( 1.04 )
Diluted pro forma earnings (loss) per common share
$ 1.26 $ ( 1.04 )
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. 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 December 31, 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 , 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 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”), 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 consolidated financial statements and notes thereto were a single reportable segment. For the years ended December 31, 2024 and 2023, the CODM also considered significant, and regularly reviewed, consolidated salaries and benefits expense in the amounts of approximately $ 33.3 million and $ 35.2 million, respectively, which is included in general and administrative expenses in the accompanying consolidated statements of operations.
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The following table presents financial information by reportable segment for the year ended December 31, 2025, which in total reconciles to the same data for the Company on a consolidated basis (dollar amounts in thousands):
Investment Portfolio
Constructive Corporate/Other
Total
NET INTEREST INCOME:
Interest income $ 596,537 $ 5,343 $ 68 $ 601,948
Interest expense 418,838 5,009 28,800 452,647
Total net interest income (loss)
177,699 334 ( 28,732 ) 149,301
NET LOSS FROM REAL ESTATE:
Rental income 66,025 — — 66,025
Other real estate income 10,309 — — 10,309
Total income from real estate 76,334 — — 76,334
Interest expense, mortgages payable on real estate 21,581 — — 21,581
Depreciation and amortization 23,125 — — 23,125
Other real estate expenses 44,045 — — 44,045
Total expenses related to real estate 88,751 — — 88,751
Total net loss from real estate ( 12,417 ) — — ( 12,417 )
OTHER INCOME:
Realized losses, net ( 65,428 ) — — ( 65,428 )
Unrealized gains (losses), net
220,438 — ( 3,043 ) 217,395
(Losses) gains on derivative instruments, net ( 66,560 ) ( 1,943 ) 10,200 ( 58,303 )
Mortgage banking activities, net — 26,621 — 26,621
Loss from equity investments
( 1,614 ) — ( 1,554 ) ( 3,168 )
Impairment of real estate ( 9,767 ) — — ( 9,767 )
Other income
16,509 — — 16,509
Total other income
93,578 24,678 5,603 123,859
GENERAL, ADMINISTRATIVE AND OPERATING EXPENSES:
General and administrative expenses 1,077 25,437 46,142 72,656
Portfolio operating expenses 26,701 — 1,310 28,011
Loan origination costs
— 8,101 — 8,101
Financing transaction costs 6,589 — 7,584 14,173
Total general, administrative and operating expenses 34,367 33,538 55,036 122,941
INCOME (LOSS) FROM OPERATIONS BEFORE INCOME TAXES 224,493 ( 8,526 ) ( 78,165 ) 137,802
Income tax (benefit) expense
( 82 ) — 227 145
NET INCOME (LOSS) 224,575 ( 8,526 ) ( 78,392 ) 137,657
Net loss attributable to non-controlling interests 11,391 — — 11,391
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY 235,966 ( 8,526 ) ( 78,392 ) 149,048
Preferred stock dividends — — ( 47,942 ) ( 47,942 )
NET INCOME (LOSS) ATTRIBUTABLE TO COMPANY'S COMMON STOCKHOLDERS
$ 235,966 $ ( 8,526 ) $ ( 126,334 ) $ 101,106
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The following table presents the Company's assets by reportable segment as of December 31, 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
$ 12,140,475 $ 276,691 $ 221,681 $ 12,638,847
(1) The Company had investments in equity method investees in the amount of approximately $ 24.7 million as of December 31, 2025 ( see Note 6 ). During the year ended December 31, 2025, the Company's expenditures for long-lived assets totaled approximately $ 8.2 million.
(2) Goodwill in the amount of approximately $ 22.4 million was allocated to Constructive during the year ended December 31, 2025 ( see Note 24 ).
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26. Subsequent Events
On January 13, 2026, the Company completed the issuance of $ 90.0 million in aggregate principal amount of its 9.25 % Senior Notes due 2031 (the "2031 Senior Notes") in an underwritten public offering. The total net proceeds to the Company from the offering of the 2031 Senior Notes, after deducting the underwriters' discount and commissions and offering expenses, were approximately $ 86.6 million.
On February 2, 2026, the Company redeemed its 2026 Senior Notes at 100 % of the $ 100.0 million principal amount plus accrued but unpaid interest to, but excluding, the redemption date, for a total payment of $ 101.5 million. The Company recognized a loss on extinguishment of debt related to the redemption totaling approximately $ 0.3 million.
On February 16, 2026, the Company's Board of Directors approved extensions of its common stock repurchase program, under which $ 188.2 million of the approved amount remained available for repurchase, and its preferred stock repurchase program, under which $ 97.6 million of the approved amount remained available for repurchase. The expiration dates of both stock repurchase programs were extended from March 31, 2026 to March 31, 2027.
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Schedule III - Real Estate and Accumulated Depreciation
(Dollar amounts in thousands)
December 31, 2025
Initial Cost to Company Gross Amount at Close of Period (1)
Market Number of Properties Encumbrances Land Buildings and Improvements Total Adjustment to Basis (2)
Land Buildings and Improvements Total Accumulated Depreciation Date of Construction Date Acquired Depreciable Period (Years)
Operating Real Estate
Multi-Family - Operating
Collierville, TN 1 $ 38,752 $ 3,113 $ 45,616 $ 2,840 $ 3,113 $ 48,456 $ 51,569 $ ( 7,831 ) 2000 2021 5 - 30
Corpus Christi, TX 1 45,131 4,900 49,539 2,807 4,900 52,346 57,246 ( 3,826 ) 1976 2023 5 - 30
Dallas, TX 1 25,433 5,728 34,635 1,780 5,728 36,415 42,143 ( 5,741 ) 2014 2021 5 - 30
Houston, TX 1 22,910 6,406 25,211 1,669 6,406 26,880 33,286 ( 4,626 ) 1993 2021 5 - 30
Little Rock, AR 1 24,986 2,366 27,229 1,357 2,366 28,586 30,952 ( 4,545 ) 1999 2021 5 - 30
Louisville, KY 1 40,726 5,567 52,819 1,241 5,567 54,060 59,627 ( 7,978 ) 2017 2021 5 - 30
Montgomery, AL 1 20,408 3,367 26,967 1,617 3,367 28,584 31,951 ( 4,435 ) 1988 - 1994
2022 5 - 30
San Antonio, TX 1 23,817 3,116 35,223 836 3,116 36,059 39,175 ( 5,491 ) 2015 2021 5 - 30
San Antonio, TX 1 34,834 6,827 43,240 3,065 6,827 46,305 53,132 ( 6,885 ) 2014 2021 5 - 30
Total Multi-Family - Operating 9 $ 276,997 $ 41,390 $ 340,479 $ 17,212 $ 41,390 $ 357,691 $ 399,081 $ ( 51,358 )
Single-Family Rental - Operating
Chicago, IL 216 $ 30,715 $ 9,593 $ 47,204 $ 10,892 $ 9,593 $ 58,096 $ 67,689 $ ( 7,769 ) 1890 - 2010
2021- 2022
5 - 30
Baltimore, MD 108 16,682 8,592 23,480 4,096 8,569 27,599 36,168 ( 3,220 ) 1921 - 2006
2021- 2022
5 - 30
Houston, TX 67 10,262 3,374 15,874 2,262 3,374 18,136 21,510 ( 2,212 ) 1954 - 2019
2021 - 2022
5 - 30
Monroe, GA 21 — 527 2,654 283 527 2,937 3,464 ( 205 ) 2004 - 2019
2023 5 - 30
Pittsburgh, PA 12 — 509 3,172 ( 1,677 ) 322 1,682 2,004 ( 70 ) 1940 - 1991
2022 5 - 30
Indianapolis, IN 7 — 208 577 908 208 1,485 1,693 ( 96 ) 1913 - 1935
2024 5 - 30
Tampa, FL 6 1,115 477 1,503 259 477 1,762 2,239 ( 202 ) 1951 - 2008
2022 5 - 30
Total Single-Family Rental - Operating 437 $ 58,774 $ 23,280 $ 94,464 $ 17,023 $ 23,070 $ 111,697 $ 134,767 $ ( 13,774 )
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Total Operating Real Estate 446 $ 335,771 $ 64,670 $ 434,943 $ 34,235 $ 64,460 $ 469,388 $ 533,848 $ ( 65,132 )
Real Estate Held for Sale
Multi-Family - Held for Sale
St Petersburg, FL 1 $ 55,134 $ 9,823 $ 74,801 $ 4,491 $ 9,823 $ 79,292 $ 89,115 $ ( 12,183 ) 2014 2021 5 - 30
Total Multi-Family - Held for Sale
1 $ 55,134 $ 9,823 $ 74,801 $ 4,491 $ 9,823 $ 79,292 $ 89,115 $ ( 12,183 )
Single-Family Rental - Held for Sale
Baltimore, MD 11 $ 1,377 $ 727 $ 1,984 $ ( 232 ) $ 589 $ 1,890 $ 2,479 $ — 1952 - 1983
2021 - 2022
5 - 30
Houston, TX 10 1,702 650 2,550 ( 699 ) 486 2,015 2,501 — 1957 - 2021
2021 - 2022
5 - 30
Chicago, IL 7 1,113 413 2,057 ( 717 ) 332 1,421 1,753 — 1926 - 1995
2021 -2022
5 - 30
Tampa, FL 3 611 246 827 ( 300 ) 176 597 773 — 2001 - 2010
2022
5 - 30
Pittsburgh, PA 2 189 63 298 ( 62 ) 44 255 299 — 1955 - 2004
2022 5 - 30
Indianapolis, IN 1 — 11 104 ( 72 ) 4 39 43 — 1920 2024 5 - 30
Total Single-Family Rental - Held for Sale
34 $ 4,992 $ 2,110 $ 7,820 $ ( 2,082 ) $ 1,631 $ 6,217 $ 7,848 $ —
Total Real Estate Held for Sale
35 $ 60,126 $ 11,933 $ 82,621 $ 2,409 $ 11,454 $ 85,509 $ 96,963 $ ( 12,183 )
Total Real Estate, Net
481 $ 395,897 $ 76,603 $ 517,564 $ 36,644 $ 75,914 $ 554,897 $ 630,811 $ ( 77,315 )
(1) The aggregate cost of consolidated real estate in the table above for U.S. federal income tax purposes was approximately $ 543 million as of December 31, 2025.
(2) Consists of costs capitalized subsequent to acquisition and impairment charges.
Notes to Schedule III (Dollar amounts in thousands)
1. Reconciliation of Operating Real Estate
For the Years Ended December 31,
2025 2024 2023
Balance at beginning of period $ 678,339 $ 1,197,066 $ 714,192
Transfers in (1)
— 2,640 59,198
Acquisitions
— — —
Improvements 5,271 6,238 31,441
Reclassification to held and used
— 65,458 392,235
Reclassification to held for sale or disposal group held for sale ( 149,762 ) ( 593,063 ) —
Balance at end of period $ 533,848 $ 678,339 $ 1,197,066
(1) Transfers in represent transfers into operating real estate due to consolidation of a VIE ( see Note 7 ) or from real estate owned or residential loans.
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2. Reconciliation of Accumulated Depreciation for Operating Real Estate
For the Years Ended December 31,
2025 2024 2023
Balance at beginning of period $ ( 61,834 ) $ ( 65,247 ) $ ( 21,224 )
Depreciation
( 23,125 ) ( 37,444 ) ( 24,620 )
Reclassification to held and used
— ( 1,266 ) ( 19,403 )
Reclassification to held for sale or disposal group held for sale 19,827 42,123 —
Balance at end of period $ ( 65,132 ) $ ( 61,834 ) $ ( 65,247 )
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Schedule IV - Mortgage Loans on Real Estate
(dollar amounts in thousands)
December 31, 2025
Asset Type Number of Loans Interest Rate Maturity Date Carrying Value (1)
Principal Amount of Loans Subject to Delinquent Principal or Interest (2)
Residential loans
First lien loans
Original loan amount $0 - $99,999
155 0 % - 12.50 %
06/01/2024 - 09/01/2061 $ 3,106 $ 1,109
Original loan amount $100,000 - $199,999
40 3.57 % - 10.25 %
02/03/2029 - 09/06/2063 3,747 1,454
Original loan amount over $299,999
11 2.00 % - 6.63 %
06/01/2035 - 12/01/2065 2,708 728
Second lien loans
Original loan amount $0 - $99,999
7 5.00 % - 8.25 %
04/01/2035 - 04/01/2065 176 178
Original loan amount $100,000 - $199,999
1 7.75 % - 7.75 %
11/01/2049 - 11/01/2049 220 252
Business purpose loans
Original loan amount $0 - $99,999 749 5.63 % - 11.99 %
04/12/2020 - 04/01/2056 62,299 1,850
Original loan amount $100,000 - $199,999 1,517 5.08 % - 11.99 %
05/29/2020 - 02/01/2056 266,851 6,290
Original loan amount over $299,999 432 5.60 % - 13.00 %
09/01/2021 - 02/01/2056 244,856 33,197
Residential loans held in securitization trusts
First lien loans
Original loan amount $0 - $99,999
1,079 1.63 % - 14.29 %
06/01/2025 - 10/01/2064 67,356 1,846
Original loan amount $100,000 - $199,999
2,370 0 % - 12.63 %
03/01/2027 - 06/01/2064 306,296 2,829
Original loan amount over $299,999
1,200 1.88 % - 9.40 %
08/01/2027 - 10/01/2065 406,863 4,503
Second lien loans
Original loan amount $0 - $99,999
115 5.75 % - 8.75 %
10/01/2032 - 08/01/2062 3,436 —
Original loan amount $100,000 - $199,999
10 6.75 % - 8.63 %
11/01/2032 - 03/01/2050 1,227 —
Business purpose loans
Original loan amount $0 - $99,999 1,865 4.00 % - 13.65 %
05/01/2024 - 09/01/2055 176,744 9,756
Original loan amount $100,000 - $199,999 3,505 3.50 % - 13.63 %
02/01/2023 - 05/01/2064 631,684 10,350
Original loan amount over $299,999 1,436 3.49 % - 12.99 %
02/01/2023 - 09/01/2055 1,014,929 44,615
Consolidated SLST
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First lien loans 8,641 1.38 % - 10.50 %
03/01/2021 - 10/01/2065 1,165,677 134,691
Residential loans held for sale
Original loan amount $0 - $99,999
81 6.25 % - 8.88 %
11/01/2055 - 01/01/2056 6,580 —
Original loan amount $100,000 - $199,999
206 5.75 % - 8.70 %
07/01/2055 - 02/01/2056 34,994 —
Original loan amount over $299,999 69 5.75 % - 9.00 %
05/01/2055 - 02/01/2056 39,133 —
$ 4,438,882 $ 253,648
(1) The aggregate cost for U.S. federal income tax purposes of consolidated mortgage loans in the table above, excluding Consolidated SLST, is approximately $ 1.2 billion as of December 31, 2025 . The Company invests in first loss subordinated securities and certain IOs issued by Consolidated SLST. Consolidated SLST carrying value in the table above represents the carrying value of the residential loans in the securitization that have been consolidated in accordance with GAAP.
(2) Of this amount, approximately $ 11.1 million was acquired from controlled and other affiliates.
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Reconciliation of Balance Sheet Reported Amounts of Mortgage Loans on Real Estate
For the year ended December 31,
(in thousands) 2025 2024 2023
Beginning balance $ 3,841,738 $ 3,084,303 $ 3,525,080
Additions during period:
Purchases (1)
1,568,569 2,177,949 620,277
Repurchases 4,738 — —
Accretion of purchase discount 3,980 5,539 6,689
Transfers in (2)
146,328 — —
Gains/losses on mortgage banking activities, net
17,641 — —
Originations of residential loans held for sale
840,069 — —
Change in realized and unrealized gains 103,042 10,378 65,485
Deductions during period:
Repayments of principal ( 1,416,754 ) ( 1,179,999 ) ( 1,062,930 )
Transfer to REO ( 49,032 ) ( 85,342 ) ( 42,485 )
Transfer to SFR
— ( 3,120 ) —
Cost of loans sold
( 620,167 ) ( 162,883 ) ( 25,144 )
Amortization of premium ( 1,270 ) ( 5,087 ) ( 2,669 )
Balance at end of period $ 4,438,882 $ 3,841,738 $ 3,084,303
(1) 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 $ 299.6 million of residential loans from the entity during the year ended December 31, 2025, and $ 307.8 million and $ 80.8 million of residential loans from the entity during the years ended December 31, 2024 and 2023, respectively.
(2) Includes residential loans and residential loans held for sale consolidated by the Company following its acquisition of the outstanding membership interests in Constructive that were not previously owned by the Company .
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