ADAMAS TRUST, INC.

Adamas Trust, Inc. (formerly New York Mortgage Trust, Inc.) is an internally-managed 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. The company's current investment portfolio includes credit-sensitive single-family and multi-family assets, as well as other fixed-income investments such as Agency Residential Mortgage-Backed Securities (RMBS) ¹. Through its wholly-owned subsidiary, Constructive Loans, LLC ("Constructive"), Adamas also originates business purpose loans for residential real estate investors ². The company operates in two segments: investment portfolio and Constructive, with the investment portfolio generating the substantial portion of revenues and income ³.

Adamas's core business model revolves around owning and managing a diversified portfolio of primarily mortgage-related single-family residential assets that include elements of credit risk and/or interest rate risk. This strategy involves a leveraged portfolio of Agency investments, mainly Agency fixed-rate RMBS and Agency Adjustable-Rate Mortgages (ARMs), which provide coupon income ⁴. The company also focuses on credit assets, many of which are originated or sourced through proprietary channels, including Constructive. Credit assets are defined as residential loans (including business purpose loans), non-Agency RMBS, structured multi-family property investments, and other mortgage-, residential housing-, and credit-related assets that contain credit risk ⁵. The company also owns and manages investments in multi-family and single-family rentals ⁶.

The single-family investment portfolio includes Agency RMBS, which are a core component of the strategy and are primarily comprised of Agency fixed-rate RMBS and Agency ARMs guaranteed by Fannie Mae or Freddie Mac. The company also owns Agency Interest-Only (IOs) securities and may invest in Agency To-Be-Announced (TBAs) securities ⁷. Residential loans in the portfolio consist of short-term business purpose bridge loans (12 to 24 months), business purpose rental loans, performing residential mortgage loans (GSE-eligible, non-QM, and investor loans), seasoned performing, re-performing, non-performing, and other delinquent mortgage loans, and second mortgages ⁸. Non-Agency RMBS are collateralized by residential credit assets and may consist of senior, mezzanine, or subordinated tranches ⁹. Additionally, Adamas participates in the U.S. Department of Housing and Urban Development Housing Choice Vouchers program, owning 471 single-family rental properties as of December 31, 2025, predominantly in Illinois and Maryland ¹⁰.

The multi-family investment portfolio, as of December 31, 2025, consists of credit-oriented investments such as preferred equity investments and a cross-collateralized preferred equity and joint venture equity investment in multi-family properties ¹¹. These investments generally target middle-market multi-family apartment communities in secondary and tertiary markets. The company does not directly operate or manage these properties but acts as a capital provider alongside experienced property-level operators ¹². As of December 31, 2025, 100% of the company's Mezzanine Lending assets were structured as preferred equity investments ¹³.

For the year ended December 31, 2025, Adamas reported net income attributable to common stockholders of $101.1 million ¹⁴, or $1.12 per basic common share ¹⁵. Total interest income was $601.948 million ¹⁶, with interest expense of $452.647 million ¹⁷, resulting in net interest income of $149.301 million ¹⁸. Net loss from real estate was $(12.417) million ¹⁹, and other income (loss) was $123.859 million ²⁰. General and administrative expenses were $72.656 million ²¹, portfolio operating expenses were $28.011 million ²², loan origination costs were $8.101 million ²³, and financing transaction costs were $14.173 million ²⁴. As of December 31, 2025, GAAP book value per share was $9.60 ²⁵, and adjusted book value per share was $10.63 ²⁶. Total assets were $12.638 billion ²⁷, and total liabilities were $11.208 billion ²⁸. Repurchase agreements and warehouse facilities totaled $6.753 billion ²⁹, collateralized debt obligations were $3.511 billion ³⁰, and senior unsecured notes were $360.437 million ³¹.

Comparing 2025 to 2024, net income attributable to common stockholders increased from $(103.785) million ³² to $101.106 million ³³, representing a $204.891 million ³⁴ improvement. Interest income increased by $200.668 million ³⁵, while interest expense increased by $135.222 million ³⁶. Net interest income grew by $65.446 million ³⁷. Net loss from real estate decreased by $30.424 million ³⁸, indicating improved performance in this area. Other income (loss) saw a significant positive swing of $166.095 million ³⁹. General and administrative expenses increased by $23.984 million ⁴⁰, primarily due to the consolidation of Constructive. Loan origination costs, which were zero in 2024, increased to $8.101 million ⁴¹ in 2025, also due to Constructive's consolidation.

During the year ended December 31, 2025, Adamas achieved its highest level of annual investment activity, expanding its investment portfolio by approximately $3.1 billion ⁴², or 42% ⁴³, to $10.5 billion ⁴⁴. Total acquisitions amounted to $6.1 billion ⁴⁵, primarily in Agency RMBS ($4.1 billion) ⁴⁶ and business purpose loans ($1.7 billion) ⁴⁷. On July 15, 2025, the company completed the acquisition of the remaining 50% interest in Constructive, leading to its full ownership and consolidation ⁴⁸. Constructive originated approximately $1.8 billion of loans ⁴⁹ during 2025, with $864.9 million ⁵⁰ originated since July 15, 2025. The company also completed four securitizations of residential loans, totaling approximately $945.5 million in net proceeds ⁵¹, and issued $82.5 million of 9.125% 2030 Senior Notes ⁵² and $115.0 million of 9.875% 2030 Senior Notes ⁵³. The company completed the wind-down of its multi-family joint venture equity investments during 2025 ⁵⁴.

Adamas expects to maintain a disciplined and measured approach to portfolio growth, supported by the integration of Constructive's origination platform and a continued focus on high-quality, income-producing assets. The company believes its current balance sheet, diversified capital sources, and expanded origination capacity position it to capitalize on market opportunities, further scale recurring earnings, and enhance long-term stockholder value ⁵⁵.

The company's investment strategy since 2023 has focused on acquiring assets with less price sensitivity to credit deterioration, such as Agency RMBS, and short-duration, higher-coupon investments, such as business purpose loans ⁵⁶. This repositioning has enhanced the resilience of the company's earnings profile and strengthened its ability to navigate evolving market conditions ⁵⁷. The company will continue to allocate more capital to investments in single-family residential assets relative to multi-family assets in 2025 and subsequent years, with multi-family assets continuing to become a smaller part of the balance sheet ⁵⁸.

The acquisition of the remaining 50% interest in Constructive, completed on July 15, 2025, is expected to support sustained earnings growth over time by expanding the company's presence in the residential credit ecosystem and establishing a scalable origination platform ⁵⁹. Constructive originated approximately $1.8 billion of loans over the year ended December 31, 2025, including $864.9 million since July 15, 2025 ⁶⁰. From July 15, 2025, to December 31, 2025, Constructive generated $26.6 million of mortgage banking income from origination and sale activity ⁶¹.

Adamas anticipates that due to ongoing uncertainty related to trade policy, the labor market, inflation, and geopolitical instability, markets and the pricing for many of its assets will continue to experience volatility in 2026 ⁶². The Federal Reserve's December 2025 statement noted that job gains slowed in 2025, the unemployment rate edged up, inflation remained somewhat elevated, and downside risks to employment rose in recent months ⁶³. Federal Reserve officials' views on additional cuts to the target range for the federal funds rate by the end of 2026 are divided, though a majority indicated one or more additional cuts would be appropriate ⁶⁴.

In January 2026, Adamas completed the issuance of $90.0 million of its 9.250% Senior Notes due 2031 in an underwritten public offering, receiving $86.6 million in net proceeds ⁶⁵. Also in January 2026, the company completed a new securitization of residential loans, resulting in approximately $309.1 million of net proceeds ⁶⁶, which were used to repay approximately $287.3 million on outstanding repurchase agreements related to residential loans ⁶⁷. In February 2026, the company redeemed its 2026 Senior Notes at 100% of the $100.0 million principal amount plus accrued but unpaid interest, for a total payment of $101.5 million ⁶⁸, recognizing a loss on extinguishment of debt of approximately $0.3 million ⁶⁹. The Board of Directors also approved extensions of the common stock repurchase program, with $188.2 million remaining available ⁷⁰, and the preferred stock repurchase program, with $97.6 million remaining available ⁷¹, both extended to March 31, 2027 ⁷².

Adamas faces material risks including declines in the market values of its investments, which can adversely affect reported results and credit availability, potentially reducing earnings, book value, and liquidity. The company is exposed to interest rate mismatches between its fixed-coupon assets and variable-rate borrowings, which could reduce net income or result in losses during periods of changing interest rates. Inaccurate estimates of loss-adjusted yields on credit-sensitive assets may lead to losses. An increase in interest rates may decrease the availability of targeted assets like Agency RMBS and increase interest expense. The investment portfolio may be concentrated in certain asset types or geographic areas, such as residential loans and non-Agency RMBS comprising approximately 31% of the total investment portfolio as of December 31, 2025 ⁷³, and Agency RMBS comprising 63% ⁷⁴, with significant portions of residential loan collateral concentrated in California, Florida, Texas, New York, New Jersey, Pennsylvania, and Ohio ⁷⁵, increasing exposure to regional economic downturns and natural disaster risks. Changes in prepayment rates can adversely affect asset performance, particularly for IOs and MSRs which may experience outright losses with faster prepayments. The portfolio of business purpose loans carries unique risks, including default and foreclosure, and dependence on the investor real estate market. Investments in subordinated tranches of RMBS, CMBS, and ABS have greater risk of loss, with approximately $145.9 million of subordinated, first loss non-Agency RMBS in the portfolio as of December 31, 2025 ⁷⁶. The election of fair value option for most investments can lead to increased volatility in GAAP results. Reliance on third-party service providers for various services, including loan servicing, exposes the company to risks of non-performance. Limited due diligence in the acquisition process may not reveal all risks, potentially leading to material losses. The illiquidity of certain assets, such as securitized assets and MSRs, may hinder timely sales. The use of models for valuation is subject to inaccuracies, potentially leading to incorrect investment decisions. Investments in residential loans are difficult to value and depend on borrower ability to service debt and, for business purpose rental loans, on rental income. Preferred equity investments involve greater risks of loss than senior loans. Real estate and real estate-related assets are subject to various risks including acts of God, war, social unrest, and climate change. Competition for investment opportunities may prevent favorable acquisitions. Cybersecurity breaches or system failures could significantly disrupt business operations and harm reputation. The company's access to financing sources may be limited or unfavorable, and repurchase agreements may require additional collateral, reducing liquidity. Leverage can exacerbate losses. Non-recourse securitizations and recourse structured financings expose the company to risks, including potential liability for disclosure inaccuracies or breaches of representations and warranties. Counterparty defaults on repurchase transactions or the company's own defaults on financial covenants could result in significant losses. Hedging strategies may not be fully effective and can be expensive. Changes in government policies, laws, or regulations, including those affecting Fannie Mae, Freddie Mac, and Ginnie Mae, or a downgrade of U.S. credit ratings, could materially adversely affect the business. The company may change its investment, financing, or hedging strategies without stockholder consent, potentially leading to riskier actions. Maintaining the Investment Company Act exemption imposes significant operational limits. The future accrual of floating-rate dividends on Series D, E, and F Preferred Stock could adversely affect cash distributions, with the Fixed Rate Period for Series E Preferred Stock concluding on January 14, 2025, and for Series D and F Preferred Stock concluding on October 14, 2027, and October 14, 2026, respectively ⁷⁷. Mortgage loan modification programs and predatory lending laws could adversely affect asset values and returns. Extensive regulation of the business and assets, including proposed legislation restricting institutional ownership of single-family residential real estate, could negatively impact operations. Certain provisions of Maryland law and the company's charter and bylaws could hinder a change in control. The stock ownership limit in the charter may restrict business combination opportunities. Failure to qualify as a REIT would adversely affect operations and distributions, and REIT distribution requirements could affect liquidity. Dividends from REITs do not qualify for reduced tax rates. Complying with REIT requirements may necessitate foregoing or liquidating attractive investments and may limit effective hedging. The failure of certain investments subject to repurchase agreements to qualify as real estate assets could jeopardize REIT status. Selling assets directly may incur a 100% prohibited transactions tax. Interests in joint ventures or preferred equity could jeopardize REIT qualification. Taxable mortgage pool rules may increase taxes or limit future securitizations. The failure of a subsidiary REIT to qualify as a REIT could lead to higher taxes and jeopardize the parent company's REIT status. Uncertainty regarding the tax treatment of TBAs for REIT asset and income tests exists. Unforeseen or catastrophic events, including climate change, could lead to losses. The company is dependent on key personnel, including CEO Jason T. Serrano and President Nicholas Mah ⁷⁸.

Management's message to shareholders emphasizes a strategic repositioning of the investment portfolio since 2023, aiming to enhance recurring income through disciplined portfolio management and an operating platform designed to capture opportunities across real estate and capital markets. The year ended December 31, 2025, was highlighted as strategically significant, marked by a corporate rebranding, the acquisition of Constructive, earnings growth, and record investment activity. Management reported net income attributable to common stockholders of $101.1 million ⁷⁹, or $1.12 per share ⁸⁰, for the year ended December 31, 2025. Earnings available for distribution (EAD) per common share increased 141% ⁸¹ year-over-year to $0.89 per share ⁸². GAAP book value per share increased 3.4% to $9.60 ⁸³, and adjusted book value per share rose 2.7% to $10.63 ⁸⁴, resulting in an economic return of 12.72% ⁸⁵ and 11.01% ⁸⁶ on GAAP and adjusted book value per share, respectively. The Board of Directors declared quarterly dividends of $0.23 per share ⁸⁷ in the third and fourth quarters of 2025, a 15% ⁸⁸ increase from the first and second quarters. Management's strategic priorities include maintaining a disciplined and measured approach to portfolio growth, supported by the integration of Constructive's origination platform, and a continued focus on high-quality, income-producing assets to capitalize on market opportunities, scale recurring earnings, and enhance long-term stockholder value.