纽约抵押信托美股招股说明书(2025-01-10版)

9.125% SENIOR NOTES DUE 2030 We are offering $75,000,000 aggregate principal amount of our 9.125% Senior Notes due 2030 (orthe “notes”) under this prospectus supplement. The notes will bear interest at a rate equal to 9.125% peryear, payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning onApril 1, 2025. The notes will mature on April 1, 2030. The notes will be issued in minimumdenominations of $25 and integral multiples of $25 in excess thereof. We may redeem the notes, in whole or in part, at any time on or after April 1, 2027 at a redemptionprice equal to 100% of the principal amount redeemed plus accrued and unpaid interest to, butexcluding, the redemption date. Upon a Change of Control Repurchase Event, we will be required tomake an offer to repurchase all outstanding notes at a price in cash equal to 101% of the principalamount of the notes, plus accrued and unpaid interest to, but not including, the repurchase date. See“Description of the Notes — Offer to Repurchase Upon a Change of Control Repurchase Event.” The notes will be our senior unsecured obligations and will rank senior in right of payment to anyfuture indebtedness that is expressly subordinated in right of payment to the notes, equal in right ofpayment to our existing and future unsecured indebtedness that is not so subordinated, including our5.75% Senior Notes due 2026 and 9.125% Senior Notes due 2029, effectively junior to any futuresecured indebtedness to the extent of the value of the assets securing such indebtedness and structurallyjunior to all existing and future indebtedness and any preferred equity of our subsidiaries as well as toany of our existing or future indebtedness that may be guaranteed by any of our subsidiaries (to theextent of any such guarantee). The notes are a new issue of securities and there is no established trading market for the notes. Wehave applied to list the notes on the Nasdaq Global Select Market (“Nasdaq”) under the symbol“NYMTG”. If approved for listing, trading on Nasdaq is expected to begin within 30 days of January 14,2025, the original issue date. The notes are expected to trade “flat,” meaning that purchasers will notpay, and sellers will not receive, any accrued and unpaid interest on the notes that is not included in thetrading price. Investing in the notes involves risks that are described under the caption “Risk Factors” beginning onpage S-5 of this prospectus supplement and in our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2023 and as updated by our subsequent Quarterly Reports on Form 10-Q and CurrentReports on Form 8-K, which are incorporated by reference in this prospectus supplement.Per Note Assumes no exercise of the underwriters’ over-allotment option. Neither the Securities and Exchange Commission, or SEC, nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or theaccompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We have also granted the underwriters an option to purchase within 30 days from the date of thisprospectus supplement up to an additional $11,250,000 principal amount of notes from us at the initialpublic offering price less the underwriting discounts and commissions solely to cover over-allotments, ifany. The underwriters expect to deliver the notes in book-entry form only through the facilities of TheDepository Trust Company on or about January 14, 2025. Joint Book-Running ManagersRBC PROSPECTUS SUPPLEMENTPageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1OUR COMPANYS-1THE OFFERINGS-2RISK FACTORSS-5USE OF PROCEEDSS-8CAPITALIZATIONS-9DESCRIPTION OF THE NOTESS-11ADDITIONAL MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-19UNDERWRITINGS-25LEGAL MATTERSS-30EXPERTSS-30WHERE YOU CAN FIND MORE INFORMATIONS-30INCORPORATION BY REFERENCE OF INFORMATION FILED WITH THE SECS-31PROSPECTUSPageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3 OUR COMPANY5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF THE SECURITIES WE MAY OFFER8DESCRIPTION OF COMMON STOCK9DESCRIPTION OF PREFERRED STOCK13DESCRIPTION OF DEBT SECURITIES20GLOBAL SECURITIES31CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS32MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS37PLAN OF DISTRIBUTION63CERTAIN LEGAL MATTERS66EXPERTS66WHERE YOU CAN FIND MORE INFORMATION66INCORPORATION BY REFERENCE OF INFORMATION FILED WITH THE SEC66 You should rely only on the information contained in or incorporated by reference into thisprospectus supplement, the accompanying prospectus or any applicable free writing prospectus.We have not, and the underwriters have not, authorized anyone to provide you with differentinformation. We and the underwriters take no responsibility for, and can provide no assurance asto the reliability of, any other information tha