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ADAMAS TRUST, INC.

ADAMH
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Business Summary

Adamas Trust, Inc. (Adamas) is an internally-managed REIT that strategically deploys 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 RMBS. Through its wholly-owned subsidiary, Constructive Loans, LLC (Constructive), Adamas also originates business purpose loans for residential real estate investors . Adamas operates in two segments: investment portfolio and Constructive, with the investment portfolio generating the substantial portion of revenues and income .

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 ARMs, which provide coupon income. The company also focuses on credit assets, many of which are originated or sourced through proprietary channels, including Constructive, targeting assets that are expected to provide an attractive total rate of return. Adamas also owns and manages investments in multi-family and single-family rentals, with a strategic shift towards single-family residential assets and a reduction in multi-family assets .

The investment portfolio segment is substantially comprised of single-family and multi-family residential investments. Single-family investments include Agency RMBS, residential loans, non-Agency RMBS, and single-family rental properties. The Agency RMBS portfolio, a core component, consists primarily of Agency fixed-rate RMBS and Agency ARMs, guaranteed by Fannie Mae or Freddie Mac, and Agency IOs. Residential loans include short-term business purpose bridge loans (12 to 24 months), business purpose rental loans, performing residential mortgage loans (GSE-eligible, non-QM, investor loans), seasoned performing, re-performing, non-performing, and other delinquent mortgage loans, and second mortgages. Non-Agency RMBS are collateralized by residential credit assets and may consist of senior, mezzanine, or subordinated tranches. As of December 31, 2025, Adamas owned 471 single-family rental properties, predominantly in Illinois and Maryland, participating in the U.S. Department of Housing and Urban Development Housing Choice Vouchers program .

Multi-family investments, as of December 31, 2025, consist of credit-oriented investments such as preferred equity investments and a cross-collateralized preferred equity and joint venture equity investment (Mezzanine Lending) in multi-family properties. These investments generally focus on middle-market multi-family apartment communities in secondary and tertiary markets. Adamas does not typically operate or manage these properties day-to-day, acting as a capital provider alongside experienced property-level operators. As of December 31, 2025, 100% of the company's Mezzanine Lending assets were structured as preferred equity investments. Adamas also holds an approximate 27% common equity interest and approximately $144.1 million of preferred equity interests in an entity that owns nine multi-family properties in six states, as part of a cross-collateralized mezzanine lending investment . The company completed the disposition of the majority of its joint venture equity investments in multi-family properties during the year ended December 31, 2025, and does not anticipate making additional majority or significant minority common equity investments in multi-family properties in the future .

For the fiscal year ended December 31, 2025, Adamas reported net income attributable to common stockholders of $101.1 million , or $1.12 per basic common share and $1.10 per diluted common share. Total interest income was $601.948 million , with interest expense of $452.647 million , resulting in net interest income of $149.301 million . The company experienced a net loss from real estate of $12.417 million and other income of $123.859 million . General and administrative expenses were $72.656 million , portfolio operating expenses were $28.011 million , loan origination costs were $8.101 million , and financing transaction costs were $14.173 million . As of December 31, 2025, total assets were $12.638 billion , with cash, cash equivalents, and restricted cash of $326.410 million . Total liabilities were $11.208 billion , including repurchase agreements and warehouse facilities of $6.753 billion , collateralized debt obligations of $3.511 billion , and senior unsecured notes of $360.437 million . Company's stockholders' equity was $1.426 billion .

Comparing 2025 to 2024, net income attributable to common stockholders significantly improved from a loss of $103.785 million in 2024 to a gain of $101.106 million in 2025. Interest income increased by $200.668 million , while interest expense increased by $135.222 million . Net interest income grew by $65.446 million . Net loss from real estate decreased by $30.424 million , indicating improved performance in this area. Other income saw a substantial increase of $166.095 million , moving from a loss of $42.236 million in 2024 to a gain of $123.859 million in 2025. General and administrative expenses increased by $23.984 million , primarily due to the consolidation of Constructive. Portfolio operating expenses decreased by $2.677 million , while loan origination costs increased by $8.101 million due to Constructive's consolidation. Financing transaction costs increased by $1.838 million .

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

Business Outlook

Adamas anticipates 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. 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 .

The company's investment strategy for the upcoming period will continue to target Agency RMBS, residential loans (including business purpose loans), non-Agency RMBS, and other mortgage-, residential housing-, and credit-related assets. Strategic investments in companies from which targeted assets are purchased are also part of the plan. Opportunistic acquisitions and management of various other types of mortgage-, residential housing-, and credit-related or alternative investments, such as CMBS, collateralized mortgage obligations, MSRs, excess mortgage servicing spreads, preferred equity and joint venture equity investments in multi-family properties, securities issued by newly originated securitizations, ABS, and debt or equity investments in alternative assets or businesses, may also be pursued, subject to REIT qualification and Investment Company Act exclusion .

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. Additionally, in January 2026, a new securitization of residential loans was completed, resulting in approximately $309.1 million of net proceeds, which were used to repay approximately $287.3 million on outstanding repurchase agreements related to residential loans .

The Federal Reserve's December 2025 statement indicated that job gains slowed in 2025, the unemployment rate edged up, inflation remained somewhat elevated, and downside risks to employment rose in recent months. 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 that one or more additional cuts would be appropriate . The FHFA raised the cap on Agency RMBS that Fannie Mae and Freddie Mac can hold from $40 billion each to $225 billion each in January 2026, and the current administration instructed them to purchase $200 billion in Agency RMBS. These actions may drive Agency RMBS values higher and tighten mortgage spreads, increasing adjusted book value but reducing return potential on new investments .

Adamas's Board of Directors approved extensions of its common stock repurchase program, with $188.2 million remaining available for repurchase, and its preferred stock repurchase program, with $97.6 million remaining available for repurchase. The expiration dates for both programs were extended from March 31, 2026, to March 31, 2027 . 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 , recognizing a loss on extinguishment of debt of approximately $0.3 million .

Risk Factors

Adamas faces material risks including declines in the market values of its investments, which may adversely affect periodic reported results and credit availability, potentially reducing earnings, book value, and liquidity . The company is exposed to interest rate mismatches between its interest-earning assets and 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 . Interest rate increases could decrease the availability of targeted assets and increase interest expense . The investment portfolio may be concentrated in certain asset types or geographic areas, increasing exposure to economic downturns . Prepayment rates can change unpredictably, adversely affecting asset performance . The portfolio of business purpose loans carries unique risks compared to traditional residential mortgage loans . Investments in subordinated tranches of RMBS, CMBS, and ABS have a greater risk of loss . The election of fair value option for most investments may cause increased volatility in GAAP results . Reliance on third-party service providers for various services poses risks if they fail to perform . Limited due diligence in acquisitions or underwriting may not reveal all risks, leading to material losses . The illiquidity of certain assets may hinder timely sales . The use of models for asset valuation introduces risks if models are incorrect or based on incomplete information . Valuations of residential loans are inherently uncertain and depend on borrower ability to service or refinance debt, and for business purpose loans, on rental income . Preferred equity investments involve greater risks of loss than senior loans . Real estate and related assets are subject to risks particular to real property, including natural disasters and economic conditions . Competition may prevent asset acquisition on favorable terms . Cybersecurity breaches and system failures could significantly disrupt business operations and harm reputation . The company's recourse leverage ratio was approximately 5.0 to 1 as of December 31, 2025, and its portfolio recourse leverage ratio was approximately 4.7 to 1 , indicating significant leverage that can exacerbate losses . Access to financing sources may be limited or unfavorable, impacting operations and asset acquisitions . Repurchase agreements may require additional collateral, reducing liquidity . Non-recourse securitizations and recourse structured financings expose the company to risks that could result in losses . Counterparty defaults on repurchase transactions or the company's own defaults on financial covenants could lead to significant losses and cross-defaults . Hedging strategies may not be fully effective and can be expensive, potentially adversely affecting financial results . Geopolitical and general market risks, including commodity futures, can cause volatility in net income . Difficult conditions in mortgage, real estate, and financial markets, and the economy generally, may cause future losses . Changes in government policies, laws, or regulations, or the U.S. political environment, could negatively impact the business . Downgrades or perceived potential downgrades of U.S. credit ratings and unresolved U.S. fiscal and debt policies may materially adversely affect the business . The federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting their relationship with the U.S. Government, may materially adversely affect the business . The company may change its investment, financing, or hedging strategies and asset allocation and operational and management policies without stockholder consent, potentially leading to riskier assets or greater leverage . Maintaining the Investment Company Act exemption imposes significant operational limits . The accrual of dividends on certain preferred stock series at a floating rate could adversely affect cash distributions and earnings . Mortgage loan modification programs and future legislative action may adversely affect asset value and returns . Potential violations of predatory lending laws could lead to significant liability . The business is subject to extensive regulation . Certain provisions of Maryland law and the company's charter and bylaws could hinder a change in control . The stock ownership limit imposed by the charter may inhibit market activity and restrict business combination opportunities . Failure to qualify as a REIT would adversely affect operations and distributions . REIT distribution requirements could adversely affect liquidity . Dividends payable by REITs do not qualify for reduced tax rates, potentially making them less attractive to investors . Complying with REIT requirements may force the company to forego or liquidate otherwise attractive investments . The failure of certain investments subject to a repurchase agreement to qualify as real estate assets would adversely affect REIT qualification . Selling assets directly could incur a significant prohibited transactions tax liability . Interests in joint ventures or preferred equity could jeopardize REIT qualification . The "taxable mortgage pool" rules may increase taxes and limit future securitizations . Failure of a subsidiary REIT to qualify as a REIT could lead to higher taxes and impact the company's REIT status . The failure of excess MSRs to qualify as real estate assets or income from them to qualify as interest from mortgages could adversely affect REIT qualification . Uncertainty exists regarding the treatment of TBAs for REIT asset and income tests . Unforeseen or catastrophic events, including pandemics, terrorist attacks, or natural disasters, could lead to losses . Climate change and severe weather pose risks to property values and operations . The company is dependent on certain key personnel, and their loss could materially adversely affect operations . Investing in the company's securities involves a high degree of risk . The market price and trading volume of securities may be volatile . There is no minimum dividend payment level for common stockholders, and no assurances of future dividend payments . Future offerings of debt or equity securities may dilute existing stockholders or adversely affect market price . An increase in interest rates may adversely affect the market price of securities and ability to make distributions .

Management Priorities

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 a strategically significant period, marked by corporate rebranding, the acquisition of Constructive, earnings growth, record investment activity, and further execution of the capital rotation strategy to enhance recurring income, improve portfolio liquidity, and strengthen the operating platform. Net income attributable to common stockholders for 2025 was $101.1 million , or $1.12 per share, with Earnings Available for Distribution (EAD) per common share increasing 141% year-over-year to $0.89 per share. GAAP book value per share increased 3.4% to $9.60 , and adjusted book value per share rose 2.7% to $10.63 , resulting in an economic return of 12.72% and 11.01% on GAAP and adjusted book value per share, respectively, for 2025. Supported by this earnings momentum, the Board of Directors declared quarterly dividends of $0.23 per share in the third and fourth quarters of 2025, a 15% increase from the first and second quarters, equating to a 12.6% dividend yield as of December 31, 2025. Management 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, believing this strategy will capitalize on market opportunities, scale recurring earnings, and enhance long-term stockholder value .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business — General
  2. [2] Item 1, Business — General
  3. [3] Item 1, Business — Our Investment Strategy
  4. [4] Item 1, Business — Investment Portfolio
  5. [5] Item 1, Business — Cross-Collateralized Mezzanine Lending
  6. [6] Item 1, Business — Cross-Collateralized Mezzanine Lending
  7. [7] Item 1, Business — Joint Venture Equity
  8. [8] Item 7, MD&A — Selected Statement of Operations Data
  9. [9] Item 7, MD&A — Selected Statement of Operations Data
  10. [10] Item 7, MD&A — Selected Statement of Operations Data
  11. [11] Item 7, MD&A — Selected Statement of Operations Data
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  18. [18] Item 7, MD&A — Selected Statement of Operations Data
  19. [19] Item 7, MD&A — Selected Statement of Operations Data
  20. [20] Item 7, MD&A — Selected Balance Sheet Data
  21. [21] Item 7, MD&A — Capital Allocation
  22. [22] Item 7, MD&A — Selected Balance Sheet Data
  23. [23] Item 7, MD&A — Selected Balance Sheet Data
  24. [24] Item 7, MD&A — Selected Balance Sheet Data
  25. [25] Item 7, MD&A — Selected Balance Sheet Data
  26. [26] Item 7, MD&A — Selected Balance Sheet Data
  27. [27] Item 7, MD&A — Selected Statement of Operations Data
  28. [28] Item 7, MD&A — Selected Statement of Operations Data
  29. [29] Item 7, MD&A — Results of Operations
  30. [30] Item 7, MD&A — Results of Operations
  31. [31] Item 7, MD&A — Results of Operations
  32. [32] Item 7, MD&A — Results of Operations
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  40. [40] Item 7, MD&A — Executive Summary
  41. [41] Item 7, MD&A — Executive Summary
  42. [42] Item 7, MD&A — Executive Summary
  43. [43] Item 7, MD&A — Executive Summary
  44. [44] Item 7, MD&A — Executive Summary
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  54. [54] Item 7, MD&A — Executive Summary
  55. [55] Item 7, MD&A — Executive Summary
  56. [56] Item 7, MD&A — Executive Summary
  57. [57] Item 7, MD&A — Subsequent Developments
  58. [58] Item 7, MD&A — Subsequent Developments
  59. [59] Item 7, MD&A — Subsequent Developments
  60. [60] Item 7, MD&A — Subsequent Developments
  61. [61] Item 7, MD&A — Subsequent Developments
  62. [62] Item 7, MD&A — Subsequent Developments
  63. [63] Item 7, MD&A — Current Market Conditions and Commentary
  64. [64] Item 7, MD&A — Current Market Conditions and Commentary
  65. [65] Item 7, MD&A — Current Market Conditions and Commentary
  66. [66] Item 7, MD&A — Current Market Conditions and Commentary
  67. [67] Item 7, MD&A — Current Market Conditions and Commentary
  68. [68] Item 7, MD&A — Subsequent Developments
  69. [69] Item 7, MD&A — Subsequent Developments
  70. [70] Item 7, MD&A — Subsequent Developments
  71. [71] Item 7, MD&A — Subsequent Developments
  72. [72] Item 7, MD&A — Subsequent Developments
  73. [73] Item 7, MD&A — Subsequent Developments
  74. [74] Item 7, MD&A — Subsequent Developments
  75. [75] Item 1A, Risk Factors — Declines in the market values of our investments may adversely affect periodic reported results and credit availability.
  76. [76] Item 1A, Risk Factors — Interest rate mismatches between the interest-earning assets held in our investment portfolio and the borrowings used to fund the purchases of those assets may reduce our net income or result in a loss during periods of changing interest rates.
  77. [77] Item 1A, Risk Factors — If our estimates of the loss-adjusted yields of our investments in credit sensitive assets prove inaccurate, we may experience losses.
  78. [78] Item 1A, Risk Factors — An increase in interest rates may cause a decrease in the availability of certain of our targeted assets, including Agency RMBS, and could cause our interest expense to increase, which could materially adversely affect our ability to acquire targeted assets that satisfy our investment objectives, our earnings and our ability to make distributions to our stockholders.
  79. [79] Item 1A, Risk Factors — Our investment portfolio may at times be concentrated in certain asset types or secured by properties concentrated in a limited number of real estate sectors or geographic areas, which increases, with respect to those asset types, property types or geographic locations, our exposure to economic downturns and risks associated with the real estate and lending industries in general.
  80. [80] Item 1A, Risk Factors — Prepayment rates can change, adversely affecting the performance of our assets.
  81. [81] Item 1A, Risk Factors — Our portfolio of business purpose loans exposes us to risks that are different from the risks involved with our traditional investments in residential mortgage loans.
  82. [82] Item 1A, Risk Factors — Our investments may include subordinated tranches of RMBS, CMBS and ABS, which are subordinate in right of payment to more senior securities and have greater risk of loss than other investments.
  83. [83] Item 1A, Risk Factors — We have experienced and may experience in the future increased volatility in our GAAP results of operations as we have elected fair value option for the majority of our investments.
  84. [84] Item 1A, Risk Factors — In connection with our operating and investment activity, we rely on third-party service providers to perform a variety of services, comply with applicable laws and regulations, and carry out contractual covenants and terms, the failure of which by any of these third-party service providers may adversely impact our business and financial results.
  85. [85] Item 1A, Risk Factors — To the extent that due diligence is conducted as part of our acquisition or underwriting process, such due diligence may be limited, may not reveal all of the risks associated with such assets and may not reveal other weaknesses in such assets, which could lead to material losses.
  86. [86] Item 1A, Risk Factors — The lack of liquidity in certain of our assets may adversely affect our business.
  87. [87] Item 1A, Risk Factors — The use of models in connection with the valuation of our assets subjects us to potential risks in the event that such models are incorrect, misleading or based on incomplete information.
  88. [88] Item 1A, Risk Factors — Our investments in residential loans are difficult to value and such valuations are dependent upon the borrower’s ability to service or refinance their debt and, in the case of business purpose loans made to borrowers who rent the respective collateral property, are also dependent upon such collateral property’s rental income.
  89. [89] Item 1A, Risk Factors — Our preferred equity investments involve greater risks of loss than more senior loans secured by income-producing properties.
  90. [90] Item 1A, Risk Factors — Our business is subject to risks particular to real property and real estate-related assets.
  91. [91] Item 1A, Risk Factors — Competition may prevent us from acquiring assets on favorable terms or at all, which could have a material adverse effect on our business, financial condition and results of operations.
  92. [92] Item 1A, Risk Factors — Maintaining cybersecurity and data security is important to our business and a breach of our cybersecurity or data security could result in serious harm to our reputation and have a material adverse impact on our business and financial results.
  93. [93] Item 7, MD&A — Capital Allocation
  94. [94] Item 7, MD&A — Capital Allocation
  95. [95] Item 1A, Risk Factors — We leverage our equity, which can exacerbate any losses we incur on our current and future investments and may reduce cash available for distribution to our stockholders.
  96. [96] Item 1A, Risk Factors — Our access to financing sources, which may not be available on favorable terms, or at all, may be limited, and this may materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.
  97. [97] Item 1A, Risk Factors — The repurchase agreements that we use to finance our investments may require us to provide additional collateral, which could reduce our liquidity and harm our financial condition.
  98. [98] Item 1A, Risk Factors — We directly or indirectly utilize non-recourse securitizations and recourse structured financings and such structures expose us to risks that could result in losses to us.
  99. [99] Item 1A, Risk Factors — If a counterparty to our repurchase transactions defaults on its obligation to resell the pledged assets back to us at the end of the transaction term or if we default on our obligations under the repurchase agreement, we may incur losses.
  100. [100] Item 1A, Risk Factors — Hedging against interest rate, credit and market value changes as well as other risks may materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.
  101. [101] Item 1A, Risk Factors — Volatility in the market value of certain derivatives we use to manage exposures to geopolitical and general market risks may cause volatility in our net income.
  102. [102] Item 1A, Risk Factors — Difficult conditions in the mortgage, real estate and financial markets and the economy generally have caused and may cause us to experience losses in the future.
  103. [103] Item 1A, Risk Factors — We cannot predict the effect that changes in government policies, laws or regulations or the U.S. political environment will have on our business and the markets in which we operate.
  104. [104] Item 1A, Risk Factors — The downgrade, or perceived potential downgrade, of the credit ratings of the U.S. and the failure to resolve issues related to U.S. fiscal and debt policies may materially adversely affect our business, liquidity, financial condition and results of operations.
  105. [105] Item 1A, Risk Factors — The federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in such conservatorship or laws and regulations affecting the relationship between Fannie Mae, Freddie Mac and Ginnie Mae and the U.S. Government, may materially adversely affect our business, financial condition and results of operations, and our ability to pay dividends to our shareholders.
  106. [106] Item 1A, Risk Factors — We may change our investment, financing, or hedging strategies and asset allocation and operational and management policies without stockholder consent, which may result in the purchase of riskier assets, the use of greater leverage or commercially unsound actions, any of which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.
  107. [107] Item 1A, Risk Factors — Maintenance of our exemption from registration as an investment company under the Investment Company Act imposes significant limits on our operations.
  108. [108] Item 1A, Risk Factors — The accrual of dividends on certain of our series of preferred stock at a floating rate in the future could adversely affect our ability to make cash distributions at our intended levels, or at all, or otherwise materially adversely affect our earnings, cash flows or financial condition.
  109. [109] Item 1A, Risk Factors — Mortgage loan modification programs and future legislative action may adversely affect the value of, and the returns on, our targeted assets.
  110. [110] Item 1A, Risk Factors — We could be subject to liability for potential violations of predatory lending laws, which could materially adversely affect our business, financial condition and results of operations, and our ability to make distributions to our stockholders.
  111. [111] Item 1A, Risk Factors — Our business is subject to extensive regulation.
  112. [112] Item 1A, Risk Factors — Certain provisions of Maryland law and our charter and bylaws could hinder, delay or prevent a change in control which could have an adverse effect on the value of our securities.
  113. [113] Item 1A, Risk Factors — The stock ownership limit imposed by our charter may inhibit market activity in our common stock and may restrict our business combination opportunities.
  114. [114] Item 1A, Risk Factors — Failure to qualify as a REIT would adversely affect our operations and ability to make distributions.
  115. [115] Item 1A, Risk Factors — REIT distribution requirements could adversely affect our liquidity.
  116. [116] Item 1A, Risk Factors — Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations.
  117. [117] Item 1A, Risk Factors — Complying with REIT requirements may cause us to forego or liquidate otherwise attractive investments and rapid changes in the market value or income potential of our assets may make it more difficult for us to maintain our qualification as a REIT or our exclusion or exemption from regulation under the Investment Company Act.
  118. [118] Item 1A, Risk Factors — The failure of certain investments subject to a repurchase agreement to qualify as real estate assets would adversely affect our ability to qualify as a REIT.
  119. [119] Item 1A, Risk Factors — We may incur a significant tax liability as a result of selling assets that might be subject to the prohibited transactions tax if sold directly by us.
  120. [120] Item 1A, Risk Factors — Our qualification as a REIT could be jeopardized as a result of our interests in joint ventures or preferred equity.
  121. [121] Item 1A, Risk Factors — The “taxable mortgage pool” rules may increase the taxes that we or our stockholders may incur, and may limit the manner in which we effect future securitizations.
  122. [122] Item 1A, Risk Factors — If our subsidiary REIT failed to qualify as a REIT, we could be subject to higher taxes and could fail to remain qualified as a REIT.
  123. [123] Item 1A, Risk Factors — The failure of excess MSRs held by us to qualify as real estate assets, or the failure of the income from excess MSRs to qualify as interest from mortgages, could adversely affect our ability to qualify as a REIT.
  124. [124] Item 1A, Risk Factors — Uncertainty exists with respect to the treatment of our TBAs for purposes of the REIT asset and income tests.
  125. [125] Item 1A, Risk Factors — We may incur losses as a result of unforeseen or catastrophic events, including the emergence of a pandemic, terrorist attacks, acts of violence or war, extreme weather events or other natural disasters.
  126. [126] Item 1A, Risk Factors — We face possible risks associated with the effects of climate change and severe weather.
  127. [127] Item 1A, Risk Factors — We are dependent on certain key personnel.
  128. [128] Item 1A, Risk Factors — Investing in our securities involves a high degree of risk.
  129. [129] Item 1A, Risk Factors — The market price and trading volume of our securities may be volatile.
  130. [130] Item 1A, Risk Factors — We have not established a minimum dividend payment level for our common stockholders and there are no assurances of our ability to pay dividends to common or preferred stockholders in the future.
  131. [131] Item 1A, Risk Factors — Future offerings of debt securities, which would rank senior to our common stock and preferred stock upon our liquidation, and future offerings of equity securities, which would dilute our existing stockholders and may be senior to our common stock for the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock and, in certain circumstances, our preferred stock.
  132. [132] Item 1A, Risk Factors — An increase in interest rates may have an adverse effect on the market price of our securities and our ability to make distributions to our stockholders.
  133. [133] Item 7, MD&A — Executive Summary
  134. [134] Item 7, MD&A — Executive Summary
  135. [135] Item 7, MD&A — Executive Summary
  136. [136] Item 7, MD&A — Executive Summary
  137. [137] Item 7, MD&A — Executive Summary
  138. [138] Item 7, MD&A — Executive Summary
  139. [139] Item 7, MD&A — Executive Summary
  140. [140] Item 7, MD&A — Executive Summary
  141. [141] Item 7, MD&A — Executive Summary
  142. [142] Item 7, MD&A — Executive Summary
  143. [143] Item 7, MD&A — Executive Summary
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Analysis on 5/19/2026