Item 3.03. Material Modification to Rights
of Security Holders.
On November 23,
2021, New York Mortgage Trust, Inc. (the “Company”) filed Articles Supplementary (the “Articles Supplementary”)
with the State Department of Assessments and Taxation of Maryland to designate 3,450,000 shares of the Company’s authorized but
unissued preferred stock, $0.01 par value per share, as shares of 7.000% Series G Cumulative Redeemable Preferred Stock of the Company
(the “Series G Preferred Stock”), with the powers, designations, preferences and other rights as set forth therein. The
Articles Supplementary became effective upon their acceptance for record on November 23, 2021.
The Articles Supplementary
provide that the Company will pay, when and if authorized by the Board of Directors of the Company and declared by the Company, cumulative
cash dividends at a rate of 7.000% of the $25.00 liquidation preference (equivalent to $1.75 per annum per share) from and including
the original issue date, which is anticipated to be November 24, 2021. Dividends will be payable quarterly in arrears on the
15th day of January, April, July and October of each year, provided that if any dividend payment date is not a business day,
then the dividend which would otherwise have been payable on that dividend payment date will instead be paid on the immediately succeeding
business day.
The Series G Preferred
Stock is not redeemable by the Company prior to January 15, 2027, except pursuant to Article VII of the Company’s charter,
including under circumstances intended to preserve the Company’s qualification as a real estate investment trust (“REIT”)
for U.S. federal income tax purposes and except upon the occurrence of a Change of Control (as defined in the Articles Supplementary).
On and after January 15, 2027, the Company may, at its option, subject to certain procedural requirements, redeem the Series G
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 thereon (whether or not authorized or declared) to, but excluding, the date fixed for redemption,
without interest.
In addition, upon the
occurrence of a Change of Control, the Company may, at its option, redeem the Series G Preferred Stock, in whole or in part, within
120 days on or 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 thereon (whether or not authorized or declared) to, but not including, the date fixed for redemption.
The Series G 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 by the
holders of Series G Preferred Stock.
Upon the occurrence of
a Change of Control, each holder of Series G Preferred Stock will have the right (unless the Company has exercised its right to redeem
the Series G Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined
in the Articles Supplementary)) to convert some or all of the Series G Preferred Stock held by such holder on the Change of Control
Conversion Date into a number of shares of our common stock per share of Series G Preferred Stock to
be converted equal to the lesser of:
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the quotient obtained
by dividing (i) the sum of the $25.00 liquidation preference per share of Series G Preferred Stock plus the amount of any accumulated
and unpaid dividends thereon (whether or not authorized or declared) to, but excluding, the Change of Control Conversion Date (unless
the Change of Control Conversion Date is after a dividend record date and prior to the corresponding dividend payment date for the Series G
Preferred Stock, in which case no additional amount for such accumulated and unpaid dividends to be paid on such dividend payment date
will be included in this sum) by (ii) the Common Stock Price (as defined in the Articles Supplementary); and
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12.16545 (the “Share Cap”), subject
to adjustments to the Share Cap for any share splits (including those effected pursuant to a distribution of the Company’s common
stock to existing holders of the Company’s common stock), subdivisions or combinations of the Company’s common stock;
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in each case, on the
terms and subject to the conditions described in the Articles Supplementary, including provisions for the receipt, under specified circumstances,
of alternative consideration.
There are restrictions
on ownership of the Series G Preferred Stock intended to preserve the Company’s qualification as a REIT. Except under limited
circumstances, holders of the Series G Preferred Stock generally have no voting rights.
A copy of the Articles
Supplementary and form of Series G Preferred Stock certificate are filed as Exhibits 3.1 and 4.1, respectively, to this Current Report
on Form 8-K, and the information in the Articles Supplementary is incorporated into this Item 3.03 by reference. The description
of the terms of the Articles Supplementary in this Item 3.03 is qualified in its entirety by reference to Exhibit 3.1 hereto.