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ADAMAS TRUST, INC.

ADAMN
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Business Summary

Adamas Trust, Inc. (formerly New York Mortgage Trust, Inc.) 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 Residential Mortgage-Backed Securities (RMBS). Through its wholly-owned subsidiary, Constructive Loans, LLC ("Constructive"), Adamas also originates business purpose loans for residential real estate investors . The company 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 Adjustable-Rate Mortgages (ARMs), which provide coupon income. The company also focuses on credit assets, many of which are originated or sourced through proprietary channels, including Constructive. These credit assets include 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. The company also owns and manages investments in multi-family and single-family rentals .

The Investment Portfolio segment is substantially comprised of single-family and multi-family residential investments. Single-family investments include 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. Residential loans include short-term business purpose bridge loans (12 to 24 months), business purpose rental loans, performing residential mortgage loans (GSE-eligible, non-Qualified Mortgage (QM), and 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. Single-family rental properties are also held, with 471 properties owned as of December 31, 2025, 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 in multi-family properties. These are generally focused on middle-market multi-family apartment communities in secondary and tertiary markets. The company does not directly operate or manage these properties but participates as a capital provider alongside experienced property-level operators. Preferred equity investments have priority over common equity with respect to cash flow distributions and capital event proceeds, and mezzanine loans are typically senior to borrower equity interests and subordinate to a senior mortgage loan. As of December 31, 2025, 100% of Mezzanine Lending assets were structured as preferred equity investments .

For the year ended December 31, 2025, Adamas Trust, Inc. 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 . GAAP book value per share increased to $9.60 as of December 31, 2025. The company's total assets were $12.638847 billion , with total liabilities of $11.208410 billion . Repurchase agreements and warehouse facilities totaled $6.753417 billion , collateralized debt obligations were $3.511802 billion , and senior unsecured notes were $360.437 million .

Comparing to the year ended December 31, 2024, net income attributable to common stockholders increased by $204.891 million from a loss of $(103.785) million . Interest income increased by $200.668 million from $401.280 million , while interest expense increased by $135.222 million from $317.425 million . Net interest income saw a rise of $65.446 million from $83.855 million . Net loss from real estate decreased by $30.424 million from $(42.841) million . Other income increased by $166.095 million from a loss of $(42.236) million . General and administrative expenses increased by $23.984 million from $48.672 million , while portfolio operating expenses decreased by $2.677 million from $30.688 million . Loan origination costs increased by $8.101 million due to the consolidation of Constructive, which had no comparable costs in 2024 . Financing transaction costs increased by $1.838 million from $12.335 million . Total investments expanded by approximately $3.1 billion, or 42%, to $10.5 billion .

During the year ended December 31, 2025, Adamas Trust, Inc. 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 concentrated in Agency RMBS ($4.1 billion) and business purpose loans ($1.7 billion) . On July 15, 2025, the company completed the acquisition of the remaining 50% interest in Constructive, leading to full ownership and consolidation of Constructive’s financial results from the third quarter of 2025 . Constructive originated approximately $1.8 billion of loans over the year ended December 31, 2025 , including $864.9 million since July 15, 2025 . The company also completed four securitizations of performing, re-performing, and business purpose loans, totaling approximately $945.5 million in net proceeds . Additionally, Adamas issued $82.5 million of 9.125% 2030 Senior Notes and $115.0 million of 9.875% 2030 Senior Notes . The company completed the wind-down of its multi-family joint venture equity investments during the year .

Business Outlook

Adamas Trust, Inc. 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 .

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. This repositioning has enhanced the resilience of the company's earnings profile and strengthened its ability to navigate evolving market conditions . 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 .

The Federal Reserve's monetary policy and the target range for the federal funds rate are closely monitored, with a majority of officials indicating that one or more additional cuts by the end of 2026 would be appropriate, as reflected in the December 2025 "dot plot" . However, expectations for additional rate cuts in the near term are subdued . The U.S. labor market has shown signs of cooling, with the unemployment rate rising to 4.4% at the end of December 2025 . Uncertainty regarding trade policy, the labor market, inflation, and geopolitical instability is anticipated to cause continued market volatility in 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, with both programs now expiring on March 31, 2027 . 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 . Also in January 2026, the company completed a new securitization of residential loans, resulting in approximately $309.1 million of net proceeds, which were utilized to repay approximately $287.3 million on outstanding repurchase agreements related to residential loans . In February 2026, the company redeemed its 5.75% Senior Notes due 2026 at 100% of the $100.0 million principal amount plus accrued but unpaid interest, for a total payment of $101.5 million .

Risk Factors

Adamas Trust, Inc. faces significant 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. Interest rate mismatches between assets and borrowings may reduce net income, and inaccurate estimates of loss-adjusted yields on credit-sensitive assets could lead to losses. An increase in interest rates may 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, with approximately 31% of the total investment portfolio comprised of residential loans and non-Agency RMBS, and 63% comprised of Agency RMBS as of December 31, 2025 . Significant portions of properties securing residential loans are concentrated in California, Florida, Texas, New York, New Jersey, Pennsylvania, and Ohio . Prepayment rates can change unpredictably, adversely affecting asset performance. The portfolio of business purpose loans exposes the company to different risks than traditional residential mortgage loans, and investments may include subordinated tranches of RMBS, CMBS, and ABS, which have greater risk of loss. The company has experienced increased volatility in GAAP results due to the fair value option election for most investments. Failure of third-party service providers to perform services, limited due diligence, and lack of liquidity in certain assets may adversely impact the business. The use of models for asset valuation subjects the company to risks if models are incorrect or incomplete. Investments in residential loans are difficult to value and depend on borrower ability to service or refinance debt. Preferred equity investments involve greater risks of loss than senior loans. Real estate and real estate-related assets are subject to risks particular to real property, including natural disasters and climate change. Competition may prevent asset acquisition on favorable terms. Cybersecurity breaches or system failures could significantly disrupt business. Access to financing 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, and counterparty defaults on repurchase transactions or company defaults on financial covenants could result in 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. Maintenance of the Investment Company Act exemption imposes significant operational limits. Accrual of floating-rate dividends on preferred stock could adversely affect cash distributions. Mortgage loan modification programs and predatory lending laws could adversely affect asset value and returns. The business is subject to extensive regulation, and certain provisions of Maryland law and the company's charter and bylaws could hinder a change in control. Failure to qualify as a REIT would adversely affect operations and distributions, and REIT distribution requirements could affect liquidity. Dividends payable by REITs do not qualify for reduced tax rates. Complying with REIT requirements may necessitate foregoing or liquidating attractive investments and may limit hedging effectiveness. The failure of certain investments subject to repurchase agreements to qualify as real estate assets could 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. 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. Uncertainty exists regarding the REIT asset and income test treatment of TBAs. The company is dependent on key personnel, and investing in its securities involves a high degree of risk, with potential volatility in market price and trading volume. There is no minimum dividend payment level for common stockholders .

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 strategically significant, marked by a corporate rebranding, the acquisition of Constructive, earnings growth, record investment activity, and further execution of a capital rotation strategy to enhance recurring income, improve portfolio liquidity, and strengthen the operating platform. Net income attributable to common stockholders was $101.1 million , or $1.12 per share , for the year ended December 31, 2025. Earnings available for distribution (EAD) per common share increased 141% year-over-year to $0.89 per share . GAAP book value per share as of December 31, 2025, 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 book value and adjusted book value per share, respectively. 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. Looking ahead, 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 — Multi-Family Investments
  6. [6] Item 7, MD&A — Selected Statement of Operations Data
  7. [7] Item 7, MD&A — Selected Statement of Operations Data
  8. [8] Item 7, MD&A — Selected Statement of Operations Data
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  18. [18] Item 7, MD&A — Full Year 2025 Summary Earnings and Return Metrics
  19. [19] Item 7, MD&A — Selected Balance Sheet Data
  20. [20] Item 7, MD&A — Selected Balance Sheet Data
  21. [21] Item 7, MD&A — Selected Balance Sheet Data
  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 — Results of Operations
  25. [25] Item 7, MD&A — Results of Operations
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  27. [27] Item 7, MD&A — Results of Operations
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  40. [40] Item 7, MD&A — Results of Operations
  41. [41] Item 7, MD&A — Loan Origination Costs
  42. [42] Item 7, MD&A — Results of Operations
  43. [43] Item 7, MD&A — Results of Operations
  44. [44] Item 7, MD&A — Executive Summary
  45. [45] Item 7, MD&A — Executive Summary
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  59. [59] Item 7, MD&A — Current Market Conditions and Commentary
  60. [60] Item 7, MD&A — Current Market Conditions and Commentary
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  63. [63] Item 7, MD&A — Subsequent Developments
  64. [64] Item 7, MD&A — Subsequent Developments
  65. [65] Item 7, MD&A — Subsequent Developments
  66. [66] Item 7, MD&A — Subsequent Developments
  67. [67] Item 1A, Risk Factors — Risks Related to Our Business
  68. [68] Item 1A, Risk Factors — Risks Related to Our Business
  69. [69] Item 1A, Risk Factors — Summary of Risk Factors
  70. [70] Item 7, MD&A — Executive Summary
  71. [71] Item 7, MD&A — Executive Summary
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Analysis on 5/19/2026