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ADAM 10-K & 10-Q changes, risk factors and insider trading

Adamas Trust, Inc. (also ADAMG, ADAMH, ADAMI, ADAMK, ADAML, ADAMM, ADAMN, ADAMO, ADAMZ) · Nasdaq · Real Estate Investment Trusts · CIK 1273685 · All filings on SEC.gov

Everything below is quoted or computed from Adamas Trust, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

24 / 19risk-factor paragraphs added / removed in latest 10-K
7new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-20 (period ending 2025-12-31) with 10-K filed 2025-02-21 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

24new paragraphs
19removed paragraphs
55reworded paragraphs
26,020 → 27,176words in section

New heading “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. The valuation of our investments in residential loans, our liquidity and results of operations could be materially and adversely affected by a residential loan borrower’s inability to service or refinance their loan and/or the inability of a collateral property to produce sufficient rental income.”

New heading “It may be uneconomical to "roll" our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA contracts.”

New heading “Our acquisition of the remaining 50% ownership interest in Constructive not previously held by us, or future acquisition targets, could fail to improve our business or result in diminished returns and could increase our cost of doing business.”

New heading “Directly originating mortgage loans through Constructive could expose us to new or increased risks, including increased regulation, additional litigation, challenges in integrating operations, failure to maintain effective internal controls, and other unknown liabilities and increased expenses associated with the business of originating mortgage loans.”

New heading “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.”

New heading “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.”

New heading “Uncertainty exists with respect to the treatment of our TBAs for purposes of the REIT asset and income tests.”

Removed heading “Our investments in a mortgage loan originator exposes us to additional risks.”

Removed heading “Our investments in residential loans are difficult to value and are dependent upon the borrower’s ability to service or refinance their debt. The inability of the borrower to do so could materially and adversely affect our liquidity and results of operations.”

Removed heading “Complying with REIT requirements may cause us to forego or liquidate otherwise attractive investments.”

Removed heading “We could fail to continue to qualify as a REIT if the IRS successfully challenges our treatment of our mezzanine loans.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: investigation, lawsuit, class action, fine
“Additionally, due to the extensive governmental regulation of the mortgage industry, we and Constructive are required to comply with a wide array of laws, rules and regulations, including mortgage originator licensure and federal and state consumer lending regulations, which concern, among other things, the manner in which Constructive conducts its loan origination business and the collection, use, retention, protection, disclosure, transfer and processing of personal information by us and Constructive. …”
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New text topics: litigation, regulation
“Directly originating mortgage loans through Constructive could expose us to new or increased risks, including increased regulation, additional litigation, challenges in integrating operations, failure to maintain effective internal controls, and other unknown liabilities and increased expenses associated with the business of originating mortgage loans.”
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New text topics: liquidity
“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. …”
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Removed text topics: liquidity
“Our investments in residential loans are difficult to value and are dependent upon the borrower’s ability to service or refinance their debt. The inability of the borrower to do so could materially and adversely affect our liquidity and results of operations.”
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New text topics: regulation
“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.”
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New text topics: penalt, covenant
“We purchase and sell Agency RMBS through TBAs and recognize income or gains on the disposition of those TBAs, through dollar roll transactions or otherwise, and may continue to do so in the future. …”
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Full comparison: every changed paragraph (98)

Green = added, red = removed. Unchanged paragraphs, 4 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

•Declines in the market values of assets in our investment portfolioinvestments may adversely affect periodic reported results and credit availability.

Reworded

•Our investment portfolio of assets 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 our exposure to economic downturns and risks associated with the real estate and lending industries in general.

Removed

•Our preferred equity and mezzanine loan investments involve greater risks of loss than more senior loans secured by income-producing properties.

Removed

•Declining real estate valuations and impairment charges to real estate assets have adversely affected our earnings and financial condition in the past and may adversely affect our earnings and financial condition in the future.

Removed

•Our investments in multi-family properties are subject to the ability of the property owner to generate net income from operating the property as well as the risks of delinquency, default and foreclosure.

Removed

•Our operating partners could subject us to liabilities in excess of those contemplated or prevent us from taking actions which are in the best interests of our stockholders.

Added

•Our preferred equity investments involve greater risks of loss than more senior loans secured by income-producing properties.

Reworded

•Maintenance of our Investment Company Act exemption imposes significant limits on our operations.

Removed

•We could fail to continue to qualify as a REIT if the IRS successfully challenges our treatment of our mezzanine loans.

Reworded

Declines in the market values of assets in our investment portfolioinvestments may adversely affect periodic reported results and credit availability, which may reduce our earnings, book value and the market value of our securities and, in turn, may constrain our liquidity and cash available for distribution to our stockholders.

Reworded

The market value of our investment portfolioinvestments may move inversely with changes in interest rates. We anticipate that increases in interest rates will generally tend to decrease our net income and the market value of our investment portfolio.investments. Changes in the market values of assets in our investment portfolioinvestments where the Company elected the fair value option will be reflected in earnings and changes in the market values of assets in our investment portfolioinvestments where the Company did not elect the fair value option will be reflected in stockholders’ equity. As a result, a decline in market values of assets in our investment portfolioinvestments may reduce our earnings, book value and the market value of our securities. From early 2022 through late 2024, the Federal Reserve significantly raised the target range for the federal funds rate and held the target range at such relatively elevated levels. Such elevated interest rates contributed to valuation declines in certain portions of our investment portfolio during a portion of this period.

Reworded

A decline in the market value of our interest-bearing assets may adversely affect us, particularly in instances where we have borrowed money based on the market value of those assets. If the market value of those assets declines, the lender may require us to post additional collateral to support the loan, as has occurred in the past, which would reducereduces our liquidity and may limit our ability to leverage our assets. In addition, if we are, or anticipate being, unable to post the additional collateral, we may have to sell the assets at a time when we might not otherwise choose to do so. In the event that we do not have sufficient liquidity to meet such requirements, lending institutions may accelerate indebtedness, increase interest rates and terminate or make more difficult our ability to borrow, any of which could result in a rapid deterioration of our financial condition and cash available for distribution to our stockholders. Moreover, if we liquidate the assets at prices lower than the amortized cost of such assets, we will incur realized losses.

Reworded

An increase in interest rates may cause a decrease in the availability of certain of our targeted assetsassets, 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.

Reworded

A higher interest rate environment, which we have experienced since 2022, generally results in a reduction in the demand for mortgage loans due to the higher cost of borrowing and new construction redevelopment or renovation.borrowing. A reduction in the volume of mortgage loans originated or in new construction, redevelopment or renovation of multi-family properties may affect the volume of targeted assets available to us, including Agency RMBS, which could adversely affect our ability to acquire assets that satisfy our investment and business objectives. We also expect that higher interest rates will cause our targeted assets that were issued, originated or acquired prior to an interest rate increase to experience, as certain of them did in 2024, a decline in their fair value and/or provide yields that are below prevailing market interest rates. If higher interest rates or interest rate volatility cause us to be unable to acquire a sufficient volume of our targeted assets with a yield that is sufficiently above our borrowing cost, our ability to satisfy our investment objectives and to generate income and make distributions to our stockholders will be materially and adversely affected.

Removed

As of December 31, 2024, 29.0%, 26.6% and 8.2% of the outstanding balance of our Mezzanine Lending investments were made on properties located in Florida, Texas and Arizona, respectively, and 44.7%, 31.1% and 10.0% of our joint venture equity investments owned multi-family properties located in Texas, Florida and Kentucky, respectively. Our direct and indirect investments in multi-family properties are subject to the ability of the property owner to generate net income from operating the property, which is impacted by numerous factors and developments, including many risks that affect real estate generally. See “-Our investments in multi-family properties are subject to the ability of the property owner to generate net income from operating the property as well as the risks of delinquency, default and foreclosure” and “-Our business is subject to risks particular to real property and real estate-related assets.” To the extent any of these factors materially adversely impact the multi-family property sector or the geographic regions in which we invest, the market values of our multi-family assets and our business, financial condition and results of operations may be materially adversely affected.

Reworded

Similarly, as of December 31, 2024,2025, approximately 41.9%31% of our total investment portfolio was comprised of residential loans and non-Agency RMBS, and 42.4%63% was comprised of Agency RMBS. Moreover, as of December 31, 2024,2025, significant portions of the properties that secure our residential loans, including loans that secure Consolidated SLST, were concentrated in California, Florida, Texas, New York, New Jersey, Pennsylvania and IllinoisOhio among other states. California is particularly susceptible to earthquake and wildfire risks while Florida and Texas are susceptible to hurricane, wind and flood risks. To the extent that our portfolio is concentrated in any region, or by type of asset or real estate sector, downturns or developments relating generally to such region, type of borrower, asset or sector may result in defaults or losses on a number of our assets within a short time period, which may materially adversely affect our business, liquidity, financial condition and results of operations and our ability to make distributions to our stockholders. See “-Our business is subject to risks particular to real property and real estate-related assets.”

Reworded

We acquire and manage residential loans, including performing, re-performing, non-performing and business purpose loansloans, which we also originate, and loans that may not meet or conform to the underwriting standards of any GSE. Residential loans are subject to increased risks of loss. Unlike Agency RMBS, the residential loans we invest in generally are not guaranteed by the federal government or any GSE. Additionally, by directly acquiring residential loans, we do not receive the structural credit enhancements that benefit senior securities of RMBS. A residential loan is directly exposed to losses resulting from default. Therefore, the value of the underlying property, the creditworthiness and financial position of the borrower and the priority and enforceability of the lien will significantly impact the value of such mortgage. In the event of a foreclosure, we may assume direct ownership of the underlying real estate. The liquidation proceeds upon sale of such real estate may not be sufficient to recover our cost basis in the loan, and any costs or delays involved in the foreclosure or liquidation process may increase losses.

Removed

Our investments in a mortgage loan originator exposes us to additional risks.

Removed

As of December 31, 2024, we owned a 50% equity interest in an entity that originates residential loans. Unlike our investments in residential mortgage loans and mortgage-backed securities (“MBS”), our investments in the loan originator are unsecured and not collateralized by any property of the originator. In addition, we do not manage the loan originator in which we have made investments, and because none of our investments give us a controlling stake in the loan originator, our ability to influence the business and operations of the originator is limited, in some instances significantly so. Also, because the loan originator is a private closely-held enterprise, there are significant restrictions on our ability to sell or otherwise transfer our investments (which are generally illiquid). In the event that the loan originator in which we have made investments should experience a significant decline in its business and operations or otherwise not be able to respond adequately to managerial, compliance or operational challenges that it may encounter, we may be required to write-down all or a portion of the applicable investment, which could have a material adverse impact on our results of operations and our book value.

Reworded

The frequency at which prepayments (including both voluntary prepayments by the borrowers and liquidations due to defaults and foreclosures) occur on the residential loans we own and those that underlie our RMBS and some of the multi-family real estate investments and loans we originatehave originated or acquireacquired is difficult to predict and is affected by a variety of factors, including the prevailing level of interest rates as well as economic, demographic, tax, social, legal, legislative and other factors. Generally, borrowers tend to prepay their mortgages when prevailing mortgage rates fall below the interest rates on their mortgage loans.

Reworded

In general, “premium” assets (i.e., assets, such as Agency RMBS, whose market values exceed their principal or par amounts) are adversely affected by faster-than-anticipated prepayments because the above-market coupon that such premium assets carry will be earned for a shorter period of time. Generally, “discount” assets (assets whose principal or par amounts exceed their market values) are adversely affected by slower-than-anticipated prepayments. Because our portfolio is comprised of both discountpremium assets and premiumdiscount assets, our portfolio may be adversely affected by changes in prepayments in any interest rate environment. Although we estimate prepayment rates to determine the effective yield of our assets and valuations, these estimates are not precise and prepayment rates do not necessarily change in a predictable manner as a function of interest rate changes.

Reworded

Some of the multi-family realinvestments estatewe investmentshave originated and loans we may originate mayhold allow the borrower or operating partner to make prepayments without incurring a prepayment penalty and some may include provisions allowing the borrower or operating partner to extend the term of the loan or instrument beyond the originally scheduled maturity. Because the decision to prepay or extend such a multi-family loan oran instrument is typically controlled by the borrower,borrower or the operating partner, we may not accurately anticipate the timing of these events, which could affect the earnings and cash flows we anticipate and could impact our ability to finance these assets.

Reworded

If restructuring is not successful, we may find it necessary to foreclose on the underlying property, and the foreclosure process may be lengthy and expensive, including out-of-pocket costs and increased use of our internal resources. Borrowers may resist mortgage foreclosure actions by asserting numerous claims, counterclaims and defenses against us including, without limitation, numerous lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action and exert negotiating pressure on us to agree to a modification of the loan or a favorable buy-out of the borrower’s position. In some states, foreclosure actions can sometimes take several years or more to litigate. Foreclosure may create a negative public perception of the related mortgaged property, resulting in a decrease in its value. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the completion of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. Any such reductions could materially and adversely affect the value of the loan and could, in aggregate, have a material and adverse effect on our business, results of operations and financial condition.

Added

Foreclosure may create a negative public perception of the related mortgaged property, resulting in a decrease in its value. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the completion of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. Any such reductions could materially and adversely affect the value of the loan and could, in aggregate, have a material and adverse effect on our business, results of operations and financial condition.

Reworded

Our preferred equity and mezzanine loan investments involve greater risks of loss than more senior loans secured by income-producing properties.

Reworded

We own and make preferred equity investments in entities that own multi-familyone property.or We have made in the past, and may originate in the future mezzanine loans, which are loans secured by a pledge of the ownership interests of either the entity owning themore multi-family property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the multi-family property.properties. These types of assets involve a higher degree of risk than senior mortgage lending secured by income-producing real property,property because the loan may become unsecured or our equity investment may be effectively extinguished as a result of foreclosure by the senior lender. In addition, mezzanine loans and preferred equity investments are often used to achieve a very high leverage on large commercial projects, resulting in less equity in the property and increasing the risk of loss of principal or investment. If a borrower defaults on our mezzaninepreferred loanequity investment or debt senior to our loan, or in the event of aan borroweroperating partner bankruptcy, our mezzanine loan or preferred equity investment will be satisfied only after the senior debt, in the case of a mezzanine loan, or all senior and subordinated debt, in the case of a preferred equity investment,debt is paid in full. Where senior debt exists, the presence of intercreditor arrangements, which in this case are arrangements between the lender of the senior loan and the mezzanine lender or preferred equity investor that stipulate the rights and obligations of the parties, may limit our ability to amend our loaninvestment documents, assign or transfer our loans,interests, accept prepayments, exercise our remedies or control decisions made in bankruptcy proceedings relating to borrowers or preferred equity issuers. As a result, we may not recover some or all of our investment, which could result in significant losses.

Reworded

We periodically evaluate real estate assets for indicators of impairment, which include, among other indicators, deteriorating operational performance, declining market conditions, legal and environmental concerns, and our ability and intent to hold each asset. If impairment indicators exist for long-lived assets to be held and used, such as real estate held by our joint venture equity investments in multi-family properties or our single-family rental properties, we may record an impairment of real estate to reduce the carrying value of such asset to its estimated fair value. Real estate assets that are held for sale or in disposal group held for sale, such as those owned by certain of our joint venture equity investments in multi-family properties, are recorded at the lower of their net depreciated carrying amount or estimated net fair value. In the event that the estimated net fair value of a real estate asset is determined to be less than its net depreciated carrying amount, an impairment of real estate is recorded on our consolidated statements of operations for the amount of the difference. Subsequent decreases, if any, in the net fair value of the real estate assets held for sale are recorded as impairments of real estate. Further, if real estate or joint venture equity investments are determined to no longer meet the criteria to be accounted for as held for sale, they are returned to held and used at the lower of (a) their carrying amount before they were classified as held for sale, adjusted for any depreciation (amortization) expense that would have been recognized had the assets remained in their previous classification, or (b) their fair value at the date of the subsequent decision not to sell the real estate or joint venture equity investment, and downward adjustments, if any, are reported in loss on reclassification of disposal group in the consolidated statements of operations.

Reworded

For the years ended December 31, 20242025 and 2023,2024, we recognized net impairment losses of approximately $48.9$9.8 million and $89.5$48.9 million, respectively. Also inDuring the yearsyear ended December 31, 2024 and 2023,2024, we also recognized losses on reclassification of disposal group of approximately $14.6 million and $16.2 million, respectively.million. These losses have a direct, adverse impact on our net income because recording an impairment loss or loss on reclassification of disposal group results in an immediate negative adjustment to net income. Impairment charges, such as those incurred in 2024recent and 2023,years, adversely affected our financial condition, results of operations, book value, cash available for distribution, including cash available for us to pay distributions to our stockholders, and per share trading price of our common stock. Such impairment charges could adversely affect our earnings and financial condition in the future.

Reworded

InThe theMezzanine event of any default under a loan held directly by us, we will bear a risk of loss to the extent of any deficiency between the value of the collateral and the outstanding principal and accrued interest of the mortgage loan, and any such losses could have a material adverse effect on our cash flow from operations and our ability to make distributions to our stockholders. Similarly, the mezzanine loan and preferred and joint venture equityLending investments we own may be adversely affected by a default on any of the loans or other instruments that underlie those securities or that are secured by the related property. See “- 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.”

Removed

In the event of the bankruptcy of a commercial mortgage loan borrower, the commercial mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the commercial mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law. Foreclosure of a commercial mortgage loan can be an expensive and lengthy process, which could have a material adverse effect on our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Reworded

We makeown preferred equity investments in, and may in the future originate mezzanine loans to, owners of multi-family properties as part of our investment strategy and presently own joint venture equity investments in owners of multi-family properties.strategy. We consider such owners (or other owners in the case of joint venture equity investments) to be our operating partners with respect to the acquisition, improvementimprovement, operating or financing of the underlying properties, as the case may be. We may also make indirect investments in properties through other arrangements. SuchActions by our operating partners or the property managers of the multi-family properties which underlie our investments are generally out of our control and may subject us to liabilities in excess of those contemplated and thus reduce our investment returns. As such, these investments may involve risks not otherwise present when acquiring real estate directly, including, for example:

Reworded

•operating partners may share or control certain approval rights over major decisionsdecisions, which, among other things, may limit our ability to dispose of or refinance properties on a timely basis or at all;

Reworded

•our operating partners may have economic or business interests or goals that are or become inconsistent with our business interests or goals;

Removed

•we may be limited in our ability to dispose of or refinance properties on a timely basis without financial penalty or at all;

Reworded

•our operating partner in a propertypartners might become insolvent, bankrupt or otherwise refuse or be unable to meet itstheir obligations to us or the venture, which we have experienced in recent years;

Removed

•we may incur liabilities as a result of an action taken by one of our operating partners;

Reworded

•one of our operating partners may benot inperform atheir positionproperty tooversight responsibilities or may take actionactions contrary to our instructionsinstructions, or requests or contrary to ourrequests, policies or objectives, including our policy with respect to maintaining our qualification as a REIT; and

Removed

•disputes between us and our operating partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business;

Removed

•our operating partners obtain blanket property casualty and business interruption insurance insuring properties we own jointly and other properties in which we have no ownership interest and as a result, claims or losses with respect to properties owned by our operating partners but in which we have no interest could significantly reduce or eliminate the insurance available to properties in which we have an interest;

Removed

•our operating partners may not perform their property oversight responsibilities; and

Reworded

•we rely on our operating partners toor the entities in which we invest may not timely provide us with accurate financial information regarding the performance of the properties underlying our preferred equity, mezzanine loan and joint venture investments on a timely basis to enable us to satisfy our annual, quarterly and periodic reporting obligations under the Exchange Act and our operating partners and the entities in which we investor may have inadequate internal controls or procedures that could cause us to fail to meet our reporting obligations and other requirements under the federal securities laws.

Reworded

ActionsAdditionally, by one of our operating partners or one of the property managers of the multi-family properties in which we invest, which are generally out of our control, might subject us to liabilities in excess of those contemplated and thus reduce our investment returns. Ifif we have a right of first refusal or buy/sell right to buy out an operating partner, we may be unable to finance such a buy-out if it becomes exercisable or we may be required to purchase such interest at a time when it would not otherwise be in our best interest to do so. If our interest is subject to a buy/sell right, we may not have sufficient cash, available borrowing capacity or other capital resources to allow us to elect to purchase the interest of our operating partner that is subject to the buy/sell right, in which case we may be forced to sell our interest as a result of the exercise of such right when we would otherwise prefer to keep our interest. Pursuant to the operating agreement for one of our jointcross-collateralized venturemezzanine investments,lending investment, third party investors have the ability to sell their ownership interests to us at their election once a year subject to annual minimum and maximum amount limitations and we are obligated to purchase such interests for cash. We may not have sufficient cash, available borrowing capacity or other capital resources to allow us to finance the purchase of such interests, which may cause us to breach our obligations under the operating agreement, or we may be required to purchase such interest at a time when it would not otherwise be in our best interest to do so. Finally, we may not be able to sell our interest in a venture if we desire to exit the venture without our operating partner's consent.

Reworded

As part of our acquisition or underwriting process for certain assets, including, without limitation, residential loans, directnon-Agency andRMBS, indirect multi-family property investments, non-Agency RMBS, CMBS, ABS or other mortgage-, residential housing- or other credit-related assets, we may conduct (either directly or using third parties) certain due diligence. Such due diligence may include (i) an assessment of the strengths and weaknesses of the asset’s or underlying asset's credit profile, (ii) a review of all or merely a subset of the documentation related to the asset or underlying asset or (iii) other reviews that we may deem appropriate to conduct. There can be no assurance that we will conduct any specific level of due diligence, or that, among other things, the due diligence process will uncover all relevant facts, the materials provided to us or that we review will be accurate and complete or that any purchase or our projection for that purchase will prove successful, which could result in losses on these assets, which, in turn, could adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders.

Reworded

Many of the assets we own or acquire may be subject to legal, contractual and other restrictions on resale or will otherwise be less liquid than publicly traded securities. For example, certain of our assets may be securitized and are held in a securitization trust and may not be sold or transferred until the note issued by the securitization trust matures or is repaid. Similarly, our joint venture equity and Mezzanine Lendingmulti-family investments may require the consent of our operating partner or a lender to transfer or sell our investment and may also be less attractive to a buyer due to certain contractual provisions. Moreover, because many of our assets are subordinated to more senior securities or loans or depend on the ability of a borrower, tenant or operating partner to meet their contractual obligations, any potential buyer of those assets may request to conduct due diligence on those assets, which may delay the sale or transfer of those assets. In addition, investments in MSRs are highly illiquid and may be subject to numerous restrictions on transfers, including without limitation the receipt of third-party consents. The illiquidity of certain of our assets may make it difficult for us to sell such assets on a timely basis or at all if the need or desire arises. If we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we have previously recorded our assets, as was the case in March 2020 when the COVID-19 pandemic caused significant turmoil in our markets. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be relatively limited, which could materially adversely affect our results of operationsoperations, cash flow and financial condition.

Added

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. The valuation of our investments in residential loans, our liquidity and results of operations could be materially and adversely affected by a residential loan borrower’s inability to service or refinance their loan and/or the inability of a collateral property to produce sufficient rental income.

Removed

Our investments in residential loans are difficult to value and are dependent upon the borrower’s ability to service or refinance their debt. The inability of the borrower to do so could materially and adversely affect our liquidity and results of operations.

Reworded

The difficulty in valuation is particularly significant with respect to our less liquid investments such as our re-performing loans (“RPL”s) and non-performing loans (“NPL”s)., among others. RPLs are loans on which a borrower was previously delinquent but has resumed repaying. Our ability to sell RPLs for a profit depends on the borrower continuing to make payments. An RPL could become a NPL, which could reduce our earnings. Our investments in residential whole loans may require us to engage in workout negotiations, restructuring and/or the possibility of foreclosure. These processes may be lengthy and expensive. If we foreclose on underlying properties, we, through a designated servicer that we retain, will have to manage these properties and may not be able to sell them.

Reworded

We may work with our third-party servicers and seek to help a borrower to refinance an NPL or RPL to realize greater value from such loan. However, there may be impediments to executing a refinancing strategy for NPLs and RPLs. For example, a number of mortgage lenders may have adjusted their loan programs andor underwriting standards,standards since the borrower first obtained their now NPL or RPL, which has in the past reduced and may in the future reduce the availability of mortgage credit to prospective borrowers.borrowers Thisand has resulted in reducedthe availability of financing alternatives for borrowers seeking to refinance their mortgage loans. In addition, the value of some borrowers’ homes may decline below the amount of the mortgage loans on such homes resulting in higher loan-to-value ratios, which may leave the borrowers with insufficient equity in their homes to permit them to refinance. With prevailing mortgage interest rates havingremaining risenmeaningfully in a meaningful wayelevated from their recent low levels,levels in 2020 through part of 2022, these risks may be exacerbated. The effect of the above would likely serve to make the refinancing of NPLs and RPLs potentially more difficult and less profitable for us.

Reworded

While we have security measures in place to protect this information and prevent security breaches, these security measures may be compromised as a result of third-party action, including intentional misconduct by computer hackers, cyber-attacks, “phishing” attacks, service provider or vendor error, or malfeasance or other intentional or unintentional acts by third parties and bad actors, including third-party service providers. Threat actors continue to use increasingly sophisticated techniques and tools to gain unauthorized access to enterprise data and information systems, and the use of artificial intelligence may increase the effectiveness and harm caused by such attacks. Furthermore, borrower data, including personally identifiable information, may be lost, exposed, or subject to unauthorized access or use as a result of accidents, errors, or malfeasance by our employees, independent contractors, or others working with us or on our behalf. Our servers and systems, and those of our service providers, operating partners and the companies in which we invest from time to time, may be vulnerable to computer malware, break-ins, denial-of-service attacks, and similar disruptions from unauthorized tampering with our computer systems, which could result in someone obtaining unauthorized access to borrowers’ data or our data, including other confidential business information. We have further developed and enhanced our cybersecurity systems and processes that are intended to protect this type of data and information but they may not be effective in preventing unauthorized access in the future and such unauthorized access could have a material adverse effect on our business and financial results. Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. We may also experience security breaches that may remain undetected for an extended period.

Reworded

Security breaches could also significantly damage our reputation with existing and prospective business partners, borrowers, and third parties with whom we do business. Any publicized security problems affecting our businesses and/or those of such third parties may negatively impact the market perception of our products and discourage market participants from doing business with us. These risks may increase in the future as we continue to increase our reliance on the internet and use of web-based product offerings and on the use of cybersecurity.cybersecurity tools.

Added

It may be uneconomical to "roll" our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA contracts.

Added

From time to time, we enter into TBAs as an alternate means of investing in and financing Agency RMBS. A TBA contract is an agreement to purchase or sell, for future delivery, an Agency RMBS with a specified issuer, term and coupon. A TBA dollar roll represents a transaction where TBA contracts with the same terms but different settlement dates are simultaneously bought and sold. The TBA contract settling in the later month typically prices at a discount to the earlier month contract with the difference in price commonly referred to as the “drop”. The drop is a reflection of the expected net interest income from an investment in similar Agency RMBS, net of an implied financing cost, that would be foregone as a result of settling the contract in the later month rather than in the earlier month. The drop between the current settlement month price and the forward settlement month price occurs because in the TBA dollar roll market, the party providing the implied financing is the party that would retain all principal and interest payments accrued during the financing period. Consequently, dollar roll transactions and such forward purchases of Agency securities represent a form of off-balance sheet financing and increase our “at risk” leverage.

Added

The economic return of a TBA dollar roll generally equates to interest income on a generic TBA-eligible security less an implied financing cost, and there may be situations in which the implied financing cost exceeds the interest income, resulting in a negative carry on the position. If we roll our TBA dollar roll positions when they have a negative carry, the positions would decrease net income and amounts available for distributions to stockholders.

Added

There may be situations in which we are unable or unwilling to roll our TBA dollar roll positions. The TBA transaction could have a negative carry or otherwise be uneconomical due to market conditions, which can be impacted by a variety of factors, such as changes in the pace or manner of the Federal Reserve’s runoff of its portfolio of Agency RMBS or, if they occur, the Fed’s purchases or sales of Agency RMBS in the TBA market. We may be unable to find counterparties with whom to trade in sufficient volume or we may be required to collateralize the TBA positions in a way that is uneconomical. Because TBA dollar rolls represent implied financing, an inability or unwillingness to roll has effects similar to any other loss of financing. If we do not roll our TBA positions prior to the settlement date, we would have to take physical delivery of the underlying securities and settle our obligations for cash. We may not have sufficient funds or alternative financing sources available to settle such obligations. Additionally, if we take delivery of the underlying securities, we can expect to receive the "cheapest to deliver" securities with the least favorable prepayment attributes that satisfy the terms of the TBA contract. Further, the specific securities that we receive may include few, if any, "whole pool" securities, which could inhibit our ability to remain exempt from regulation as an investment company under the Investment Company Act. TBA contracts also subject us to margin requirements. Our inability to roll forward our TBA positions, failure to obtain adequate financing to settle our obligations, or failure to meet margin calls under our TBA contracts could force us to sell assets under adverse market conditions causing us to incur significant losses and negatively affect our liquidity.

Added

Our acquisition of the remaining 50% ownership interest in Constructive not previously held by us, or future acquisition targets, could fail to improve our business or result in diminished returns and could increase our cost of doing business.

Added

In July 2025, we completed the acquisition of the remaining 50% ownership interest in Constructive, a leading originator of business purpose loans for real estate investors. In the future, we may engage in additional business acquisitions or investment activity. If we experience challenges related to business acquisitions that we do not anticipate or cannot mitigate, including with respect to Constructive, the returns we expected with respect to these investments may not be generated. If our assumptions are wrong, or if market conditions change, we may, as a result, not have capital available for deployment into more profitable businesses and investments.

Added

Constructive’s loan origination business is dependent upon conditions in the investor real estate market, and conditions that negatively impact this market may reduce demand for its loans and adversely impact our business, results of operations and financial condition. Constructive's borrowers are primarily investors in residential and multi-family properties for rental income and residential and multi-family properties for rehabilitation and subsequent resale or rental. Accordingly, the success of Constructive's business is closely tied to the overall success of the investors and small business owners in these markets. Various changes in real estate conditions may adversely impact this market. Any negative trends in such real estate conditions may reduce demand for Constructive's products and services and, as a result, materially adversely affect our results of operations, financial condition and ability to make distributions to our stockholders.

Added

Directly originating mortgage loans through Constructive could expose us to new or increased risks, including increased regulation, additional litigation, challenges in integrating operations, failure to maintain effective internal controls, and other unknown liabilities and increased expenses associated with the business of originating mortgage loans.

Added

With our acquisition of Constructive, we commenced the operation of a new business segment, the direct origination of business purpose loans through a wholly-owned subsidiary. Directly originating business purpose loans could expose us to new or increased risks compared to our historical business activities, including increased regulation by federal and state authorities, additional and different types of litigation, challenges in effectively integrating operations, failure to maintain effective internal controls, procedures and policies, and other unknown liabilities and unforeseen increased expenses or delays associated with the acquisition or the business of originating mortgage loans.

Added

For example, we currently purchase a portion of the loans originated by Constructive, with Constructive selling the majority of its loans to third parties. A reduction in demand among third parties for Constructive’s loans could negatively impact the value or the cost of the loans originated by Constructive, which could result in our experiencing material losses. Moreover, Constructive’s loan sale agreements may require Constructive to repurchase or substitute loans or indemnify or reimburse purchasers for losses in the event Constructive breaches a representation or warranty made to the loan purchaser regarding, among other things, certain characteristics of those loans sold, including characteristics Constructive seeks to verify through its underwriting and due diligence efforts. Financing for repurchased loans may be limited or unavailable, and may incur a steep discount to their repurchase price from financing counterparties. Repurchased loans may also be sold at a significant discount to the loan's unpaid principal balance. Significant repurchase activity could harm our business, cash flow, results of operations and financial condition.

Showing the first 60 of 98 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

104new paragraphs
86removed paragraphs
104reworded paragraphs
21,322 → 22,371words in section

New heading “Investing Activity”

New heading “Mortgage Banking Activities, Net”

New heading “(Loss) Income from Equity Investments”

New heading “Segment Information”

New heading “Earnings Available for Distribution”

New heading “Acquired and Originated Residential Loans”

New heading “Characteristics of Our Acquired and Originated Residential Loans:”

New heading “Originated Residential Loans Held for Sale”

New heading “Repurchase Agreements and Warehouse Facilities”

New heading “Property Data for Cross-Collateralized Mezzanine Lending Investment not in Disposal Group Held for Sale”

New heading “Repurchase Reserves for Origination Activity”

Removed heading “Reverse Stock Split”

Removed heading “Portfolio Update”

Removed heading “Income from Equity Investments”

Removed heading “Undepreciated Loss”

Removed heading “Revenue Recognition”

Removed heading “Acquired Residential Loans”

Removed heading “Characteristics of Our Acquired Residential Loans:”

Removed heading “Repurchase Agreements”

Removed heading “Unconsolidated Multi-Family Joint Venture Equity Investments”

Removed heading “Joint Venture Equity Investments in Consolidated Multi-Family Properties not in Disposal Group Held for Sale”

Removed heading “Property Data for Joint Venture Equity Investments in Multi-Family Properties in Disposal Group Held for Sale”

Removed heading “2026 Senior Notes”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: fine, tariff, inflation, interest rate
“Concerns regarding an economic recession – a significant decline in economic activity that is spread across the economy and that lasts more than a few months, as defined by the National Bureau of Economic Research – in the U.S. retreated in 2025, but market observers and the Federal Reserve are closely monitoring the labor market and inflation, among other items, for resurgent indicators of recession risk. According to some market commentators, uncertain and evolving U.S. trade and tariff policy and threats to Federal Reserve independence also present downside risks to the economy. …”
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Removed text topics: impairment, liquidity, interest rate, recession
“Beginning in the second quarter of 2023, after significantly curtailing our investment activity and pipeline in 2022 in anticipation of a recession to conserve capital, preserve liquidity and limit what we believed was material credit risk from investments underwritten to peak real estate valuations in 2022, we began stabilizing our investment portfolio holdings through greater investment activity. Since that time, we have focused, in large part, on acquiring assets with less price sensitivity to credit deterioration that could expand our interest income levels, like Agency RMBS. …”
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New text topics: fine, impairment, restructuring, interest rate
“EAD is defined as GAAP net income (loss) attributable to Company's common stockholders excluding (a) realized and unrealized gains (losses) on our investment portfolio, (b) gains (losses) on derivative instruments (excluding the net interest benefit of interest rate swaps and TBA dollar roll income), (c) impairment of real estate, (d) loss on reclassification of disposal group, (e) other non-recurring gains (losses), (f) depreciation and amortization of operating real estate, (g) non-cash expenses, (h) financing transaction costs, (i) non-recurring restructuring and transaction expenses, (j) …”
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Removed text topics: default, breach, interest rate
“Uncertainty exists regarding the U.S. debt limit, which is the statutory maximum amount of money that the U.S. government may borrow to meet its existing obligations. The U.S. government reached the debt limit in the middle of January 2025 and the U.S. Treasury began taking “extraordinary measures” to keep the U.S. from breaching its obligations. The U.S. Congress must approve any increases to or suspensions of the U.S. debt limit. If the U.S. …”
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New text topics: fine, inflation, interest rate
“Near the end of 2025 and into 2026, some market commentators began expressing concerns about the ongoing independence of the Federal Reserve to make monetary policy decisions, including setting interest rates, without direct interference from the executive branch or U.S. Congress. If the independence of the Federal Reserve is eroded or eliminated, or perceived to be, economists and market commentators suggest that higher inflation, greater stock market volatility and higher long-term interests rates on mortgages and other loans could result. …”
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New text topics: default, strike
“The Company may, from time to time, use other types of derivatives instruments such as commodity futures and options contracts to manage broader geopolitical and market risk. Commodity future contracts obligate the Company to sell or buy a specific quantity of the commodity at a predetermined price for future delivery. The Company has also purchased credit default swap index contracts under which a counterparty, in exchange for a premium, agrees to compensate the Company for the financial loss associated with the occurrence of a credit event in relation to a notional value of an index. …”
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Full comparison: every changed paragraph (294)

Green = added, red = removed. Unchanged paragraphs, 43 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

We are an internally-managed REIT for U.S. federal income tax purposes 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. Our current investment portfolio includes credit sensitive single-family and multi-family assets, as well as other types of fixed-income investments such as Agency RMBS. Through our wholly-owned subsidiary, Constructive, we also originate business purpose loans for residential real estate investors. On September 3, 2025, we changed our name from New York Mortgage Trust, Inc. to Adamas Trust, Inc.

Removed

We are an internally-managed REIT for U.S. federal income tax purposes, in the business of acquiring, investing in, financing and managing primarily mortgage-related single-family and multi-family residential assets. Our objective is to deliver long-term stable distributions to our stockholders over changing economic conditions through a combination of net interest spread and capital gains from a diversified investment portfolio. Our investment portfolio includes credit sensitive single-family and multi-family assets, as well as more traditional types of fixed-income investments that provide coupon income, such as Agency RMBS.

Removed

Reverse Stock Split

Removed

On March 9, 2023, we effected a one-for-four reverse stock split of our common stock (the “Reverse Stock Split”). Accordingly, all references made to common share or per common share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the Reverse Stock Split.

Added

Since 2023, we have actively repositioned our investment portfolio with the objective of enhancing recurring income for our stockholders. Our investment strategy since that time has focused on acquiring assets with less price sensitivity to credit deterioration, like Agency RMBS, and short duration, higher-coupon investments, like business purpose loans. We have also prioritized optimizing our financing structures and expanding our network of originator partnerships to support increased acquisition volumes.

Added

The year ended December 31, 2025 represented a strategically significant period for the Company. The year was marked by our corporate rebranding, acquisition of Constructive, earnings growth, record investment activity and further execution of the Company’s capital rotation strategy designed to enhance recurring income, improve portfolio liquidity and strengthen our operating platform.

Added

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, a non-GAAP financial measure, 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 as of December 31, 2025 rose 2.7% to $10.63, resulting in an economic return of 12.72% and 11.01% on GAAP book value per share and adjusted book value per share, respectively, for 2025. Supported by this sustained earnings momentum, our 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.

Added

During the year ended December 31, 2025, we achieved the highest level of annual investment activity in our history, expanding our investment portfolio by approximately $3.1 billion, or 42%, to $10.5 billion. Total acquisitions of $6.1 billion were primarily concentrated in Agency RMBS and business purpose loans, including $4.1 billion of Agency investments and $1.7 billion of business purpose loans. Our disciplined capital allocation continued to emphasize liquidity, stability, and shorter-duration exposure, with Agency RMBS now representing greater than a majority of our capital. We believe this repositioning has enhanced the resilience of our earnings profile and strengthened our ability to navigate evolving market conditions.

Added

On July 15, 2025, we completed the acquisition of the remaining 50% interest in Constructive, resulting in full ownership and consolidation of Constructive’s financial results beginning in the third quarter of 2025. Constructive operates in 48 states and originated approximately $1.8 billion of loans over the year ended December 31, 2025, including $864.9 million since July 15, 2025. From July 15, 2025 to December 31, 2025, Constructive generated $26.6 million of mortgage banking income from origination and sale activity and incurred $8.1 million of direct loan origination costs. We believe our integration of Constructive expands the Company's presence in the residential credit ecosystem and establishes a scalable origination platform that we expect will support sustained earnings growth over time.

Added

We also completed several capital markets and financing initiatives during the year ended December 31, 2025 designed to support future portfolio growth and further strengthen our balance sheet. During the year ended December 31, 2025, we completed four securitizations of performing, re-performing, and business purpose loans totaling approximately $945.5 million in net proceeds. In addition, we issued $82.5 million of 9.125% 2030 Senior Notes and $115.0 million of 9.875% 2030 Senior Notes, providing additional flexibility to fund new investments. As of December 31, 2025, our Company Recourse Leverage Ratio and Portfolio Recourse Leverage Ratio (as defined in "Capital Allocation" below) increased to 5.0x and 4.7x, respectively, from 3.0x and 2.9x as of December 31, 2024, primarily reflecting increased Agency RMBS financing, the acquisition and consolidation of Constructive and senior unsecured notes issuance activity.

Added

We completed the wind-down of our multi-family joint venture equity investments during the year ended December 31, 2025. As of December 31, 2025, our multi-family exposure was limited to our Mezzanine Lending and cross-collateralized mezzanine lending portfolio, which continues to perform well, with a 25.8% payoff rate during the year and an average occupancy rate of 91% across underlying properties.

Removed

Beginning in the second quarter of 2023, after significantly curtailing our investment activity and pipeline in 2022 in anticipation of a recession to conserve capital, preserve liquidity and limit what we believed was material credit risk from investments underwritten to peak real estate valuations in 2022, we began stabilizing our investment portfolio holdings through greater investment activity. Since that time, we have focused, in large part, on acquiring assets with less price sensitivity to credit deterioration that could expand our interest income levels, like Agency RMBS. We believe that Agency RMBS is a compelling asset class to invest in over the near term, as the sector is trading at attractive spread levels resulting from volatility in interest rates. Recognizing that a recession call was premature, but still concerned about market liquidity due to, among other things, growing commercial real estate risks, we also remained selective in adding credit-related assets in our portfolio. Specifically, we have targeted low duration, high-coupon business purpose loans while remaining selective on credit profile and worked to optimize financing of the loans we acquire. During this time, we continued to drive higher business purpose loan acquisition volumes through ongoing partnerships with numerous originators. Over the course of the past seven quarters, we have experienced solid momentum in our portfolio acquisition activities and increased adjusted interest income, a supplemental non-GAAP financial measure, by more than 60% year-over-year. On a net basis, our investment portfolio increased by approximately $3.6 billion between December 31, 2022 and December 31, 2024, with repayments received from our short-duration business purpose loans, opportunistic sales of residential loans and investment securities, redemptions of our Mezzanine Lending investments, return of capital from our joint venture equity investments and impairments offsetting some of our investment activity.

Removed

In September 2022, we announced that our Board of Directors approved a strategic repositioning of our business through the opportunistic disposition over time of our joint venture equity investments in multi-family properties and reallocation of the returned capital from such investments to our targeted assets. In 2023, joint venture entities in which we held a common equity interest sold five multi-family properties, representing total net equity investments of $43.2 million and recognizing a net gain attributable to the Company totaling $1.7 million. Throughout most of 2023 and continuing into 2024, certain of the multi-family properties held by our joint venture equity investments experienced declines in estimated fair value primarily due to widening cap rates and lower net operating income driven, in large part, by higher interest and operating expenses at the properties which resulted in significant impairment losses. We exited ten additional joint venture equity investments in multi-family properties in 2024, received net proceeds of $23.0 million and realized $14.3 million of net gains attributable to us. As of December 31, 2024, we have reduced exposure in this disposal group of multi-family investments to $19.5 million over two multi-family properties. We anticipate allocating less capital to multi-family investments going forward.

Reworded

We intend to focus on our core portfolio strengths of single-family and multi-family residential assets, which we believe will deliver better risk-adjusted returns over time. Our targeted investmentsassets include (i) Agency RMBS, (ii) residential loans, including business purpose loans, (ii) Agency RMBS, (iii) non-Agency RMBS, (iv) structured multi-family property investments such as preferred equity in, and mezzanine loans to, owners of multi-family propertiesRMBS and (viv) certain other mortgage-, residential housing- and credit-related assetsassets, andas well as strategic investments in companies from which we purchase, or may in the future purchase, our targeted assets. Subject to maintaining our qualification as a REIT and the maintenance of our exclusion from registration as an investment company under the Investment Company Act, we also may opportunistically acquire and manage various other types of mortgage-, residential housing- and other credit-related or alternative investments that we believe will compensate us appropriately for the risks associated with them, including, without limitation, 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, including credit sensitive securities from these securitizations, ABS and debt or equity investments in alternative assets or businesses.

Added

In January 2026, we completed the issuance of $90.0 million of our 9.250% Senior Notes due 2031 in an underwritten public offering, receiving $86.6 million in net proceeds.

Added

In February 2026, the Company redeemed its 2026 Senior Notes at 100% of the $100.0 million principal amount plus accrued but unpaid interest to, but excluding, the redemption date, for a total payment of $101.5 million. The Company recognized a loss on extinguishment of debt related to the redemption totaling approximately $0.3 million.

Added

Looking ahead, we expect to maintain a disciplined and measured approach to portfolio growth, supported by the integration of Constructive’s origination platform and our continued focus on high-quality, income-producing assets. We believe our current balance sheet, diversified capital sources and expanded origination capacity position us to capitalize on market opportunities, further scale recurring earnings, and enhance long-term stockholder value.

Removed

As of December 31, 2024, the Company’s Recourse Leverage Ratio and Portfolio Recourse Leverage Ratio (as defined in footnotes 4 and 5 to the table under "— Capital Allocation") increased to 3.0x and 2.9x, respectively, from 1.6x and 1.5x, respectively, as of December 31, 2023, primarily due to the financing of highly liquid U.S. Treasury securities and Agency RMBS. As of December 31, 2024, 62% of our debt, excluding mortgages payable on real estate and Consolidated SLST CDOs, is subject to mark-to-market margin calls, with 44% of that debt collateralized by Agency RMBS, 10% collateralized by U.S. Treasury securities and 8% collateralized by residential credit assets. The remaining 38% has no exposure to collateral repricing by our counterparties. Although we expect our leverage to move higher as we access additional liquidity and grow our investment portfolio further, we intend to continue to focus on procuring longer-term and non-mark-to-market financing arrangements for certain parts of our credit portfolio. We believe that this will allow us to better manage our liquidity risk and better insulate our business from extreme market dislocations. To this end, we completed a non-Agency RMBS re-securitization and five new, non-recourse securitizations of residential loans and redeemed two existing residential loan securitizations during the year ended December 31, 2024. We also completed the issuance of $60.0 million of our 9.125% Senior Notes due 2029 in an underwritten public offering in the second quarter of 2024. We received $57.5 million in net proceeds from the issuance and utilized the proceeds to purchase Agency RMBS.

Removed

In January 2025, we completed the issuance of $82.5 million of our 9.125% Senior Notes due 2030 in an underwritten public offering, receiving $79.3 million in net proceeds which were also used to purchase Agency RMBS. In February 2025, we completed a new securitization of residential loans resulting in approximately $74.2 million of net proceeds to us after deducting expenses associated with the transaction and redeemed a residential loan securitization with an outstanding balance of approximately $54.4 million at the time of redemption.

Removed

We expect to continue to opportunistically dispose of assets from our portfolio and generate higher portfolio turnover in order to pursue investments across the residential housing sector with a focus on acquiring assets capable of growing our interest income. We expect to remain selective in acquiring single-family and multi-family residential credit assets and remain committed to prudently managing our liabilities. Our investment and capital allocation decisions depend on prevailing market conditions, among other factors, and may change over time in response to opportunities available in different economic and capital market environments.

Added

Investing Activity

Removed

Portfolio Update

Reworded

During the year ended December 31, 2024,2025, we continued to expand our investment securities and residential loan portfolios.portfolios and completed our purchase of the outstanding membership interests in Constructive that were not previously owned. Our investment activity was offset primarily by prepayments, redemptions, distributionsrepayments and/or sales.sales of investment securities and residential loans. The following table presents theinvesting activity for our investment portfolio for the year ended December 31, 20242025 (dollar amounts in thousands):

Reworded

(1)Includes draws funded for business purpose bridge loans and existing equity investments in consolidated multi-family properties, cost basis of new TBA positions and capitalized costs for single-family rental properties.

Added

(3)Includes residential loans, residential loans held for sale and mortgage servicing rights resulting from the Company's acquisition on July 15, 2025 of the membership interests in Constructive that were not previously owned by the Company, which resulted in consolidation of Constructive into the Company's financial statements. Also includes in-kind distribution of mortgage servicing rights received from Constructive prior to July 15, 2025.

Removed

(3)In September 2022, the Company announced a repositioning of its business through the opportunistic disposition over time of the Company's joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. Accordingly, the assets and liabilities related to certain joint venture equity investments in multi-family properties are included in assets and liabilities of disposal group held for sale on the accompanying consolidated balance sheets as of December 31, 2024 and 2023. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Equity Investments in Multi-Family Entities" for a reconciliation of equity investments in consolidated multi-family properties and disposal group held for sale to the Company's consolidated balance sheets.

Removed

(4)Includes in-kind distribution of mortgage servicing rights received from the Company's equity investment in an entity that originates residential loans.

Reworded

(54)Primarily includes net realized gains or losses, changes in net unrealized gains or losses (including reversals of previously recognized net unrealized gains or losses on sales or redemptions), net amortization/accretion/depreciation, transfers within investment categories and net loss from real estate attributable to the Company.Company and transfers of residential loans to real estate owned.

Removed

(6)Consolidated SLST is primarily presented on our consolidated balance sheets as residential loans, at fair value and collateralized debt obligations, at fair value. A reconciliation to our consolidated financial statements as of December 31, 2024 and 2023, respectively, follows (dollar amounts in thousands):

Reworded

(a5)IncludedIncludes TBAs that are recorded as derivative instruments in otherthe liabilities on ourCompany's consolidated balancefinancial sheetsstatements. There were no TBAs outstanding as of December 31, 20242025 and 2023.2024.

Added

(6)Consolidated SLST is primarily presented on our consolidated balance sheets as residential loans, at fair value and collateralized debt obligations, at fair value. A reconciliation to our consolidated financial statements as of December 31, 2025 and 2024, respectively, follows (dollar amounts in thousands):

Added

(a)Included in other liabilities on our consolidated balance sheets as of December 31, 2025 and 2024.

Added

(7)Residential loans include transfers of originated loans from Constructive segment to investment portfolio segment at fair value on the date of transfer.

Added

(9)The Company completed its disposition of the real property held by its joint venture equity investments in multi-family properties during the year ended December 31, 2025. Accordingly, equity investments in disposal group held for sale as of December 31, 2025 consisted of assets and liabilities held by the respective Consolidated VIEs for the conclusion of business operations after the aforementioned real property sales. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Equity Investments in Multi-Family Entities" for a reconciliation of equity investments in consolidated multi-family properties and disposal group held for sale to the Company's consolidated balance sheets.

Reworded

The results of our business operations are affected by a number of factors, many of which are beyond our control, and primarily depend on, among other things, the level of our net interest income and the market value of our assets, which are driven by numerous factors including changes in interest rates and the supply and demand for mortgage,mortgage-, housinghousing- and creditcredit-related assets in the marketplace, market volatility, our ability to identify and acquire assets on favorable terms, our ability to dispose of assets from time to time on favorable terms, the ability of our operating partners, tenants and borrowers of our loans and those that underlie our investment securities to meet their payment obligations, our ability to control operating costs, the terms and availability of adequate financing and capital, general economic and real estate conditions (both on a national and local level), the impact of government actions in the real estate, mortgage, credit and financial markets, and the credit performance of our credit sensitive assets.

Reworded

Financial markets experienced modeststrong positive performance in the fourth quarter of 2024 and strong positive performance for the full year 2024,2025, spurred in part by economic growth and the Federal Reserve’s first cuts to the target range for the federal funds rate in approximately four and asignificant half years. Mortgage-related markets were challengedinvestment in 2024artificial as borrowers remained sensitive to higher interest rates and origination volumes were down by some measures as compared to 2023,intelligence, among other considerations.things, and in the face of the longest U.S. federal government shutdown in history near year end. The Dow Jones Industrial Average finished the fourth quarter of 20242025 up 0.51%3.59% and grew 12.88%12.97% for the full year 2024.2025. The Nasdaq Composite Index finished the fourth quarter of 20242025 up 6.17%2.57% and grew 28.64%20.36% for the full year 2024.2025. However,Mortgage-related interestmarkets rateexperienced volatility and monetaryrelatively improved performance in the fourth quarter of and full year 2025. Trade policy turbulence, labor market uncertainty, mixedelevated inflation data and geopolitical instability have cautioned some economic outlooks.outlooks, with concerns regarding the potential for stagflation persisting. We anticipate that due to ongoing uncertainty related to inflation, interest rates, monetarytrade policy, the U.S.labor debtmarket, limitinflation and thegeopolitical implementation of the new U.S. presidential administration’s policies,instability, markets and the pricing for many of our assets will continue to experience volatility in 2025.2026.

Reworded

Select U.S. Financial and Economic Data. The U.S. economy grew modestly in 20242025 with real gross domestic product (“GDP”) increasing by 2.8%2.2% (advanced estimate) for full year 2024,2025, as compared to the GDP growth of 2.9%2.8% recorded for full year 2023.2024. GDP grew at a 2.3%1.4% (advanced estimate) annualized rate in the fourth quarter of 2024,2025. asBy comparedthese to the annualized 3.1%estimates, GDP growth continued in the thirdfourth quarter of 2024,and annualizedfull 3.0%year 2025, overcoming a 0.6% contraction in GDP growth in the second quarter of 2024 and annualized 1.6% GDP growthseen in the first quarter of 2024.2025; The fourth quarter 2024 GDP increase marks eleven straight quarters of GDP growth. While GDP grew in 2024,however, inflation remains persistently above the Federal Reserve’s target of two percent,percent and jobthe growthlabor remainsmarket robust,has uncertaintyshown signs of cooling. Uncertainty about how the Federal Reserve may adjust its monetary policy or the target range for the federal funds rate in response to such macroeconomic trends and the continued independence of the Federal Reserve may limit or undermine business activity and the potential for future GDP growth,growth or result in further volatility, which could negatively impact the value of credit investments.

Added

The U.S. labor market experienced some cooling over the course of the year and into the fourth quarter as the unemployment rate rose throughout the year. According to the U.S. Department of Labor, the U.S. unemployment rate rose from 4.1% at the end of December 2024 to 4.5% at the end of November, which represented the highest unemployment rate since October 2021, and settled at 4.4% at the end of December 2025. Additionally, over the course of 2025, the number of nonfarm job openings trended downward and, in July 2025 for the first time since April 2021, the number of unemployed persons exceeded the number of available job openings, further signaling a potential softening in the labor market. Uncertainty with respect to economic and trade policies and higher costs due to inflation, particularly with respect to the construction industry, have been suggested by some market commentators as having contributed to the slackening labor market.

Removed

After moderating in the first half of 2024, the U.S. labor market tightened during the third quarter of 2024 and remained tight in the fourth quarter of 2024 in contrast to many market commentators’ expectations. According to the U.S. Department of Labor, the U.S. unemployment rate was 4.1% at the end of December 2024, finishing flat to the unemployment rate of 4.1% as of the end of September 2024 and up 30 basis points from the unemployment rate of 3.8% as of the end of December 2023. The number of unemployed persons increased by 0.6 million year-over-year to 6.9 million as of December 2024. There continues to be a wide disparity between the number of available job openings, 8.1 million as of the end of November 2024, and the number of unemployed persons, resulting in a competitive labor market and rising wages. As of December 2024, average hourly earnings for all employees on non-farm payrolls rose 3.9% year-over-year.

Reworded

AfterThe raisingFederal Reserve raised the target range for the federal funds rate a total of 5.25% in 2022 and 2023, bringing the range to its highest level in over 22 years,years and holding the range at that targetlevel for 14 months,months. In 2024, the Federal Reserve cut the target range by 50100 basis pointspoints, in aggregate, and held the rate at that range until September 20242025. (the first such cut since March 2020), 25 basis pointsThen, in Novemberthe 2024last andfour 25months basisof points2025, inthe DecemberFederal 2024.Reserve In connection with its cuts tocut the target range for the federal funds rate,rate three times for an aggregate reduction of 75 basis points, bringing the Federaltarget Reserverange acknowledgedto thatits inflationlowest haslevel madesince progressSeptember toward2022. Expectations among market commentators for additional rate cuts to the Federal Reserve’s target ofrange twoin percentthe butnear remainsterm somewhatare elevated.subdued. In considering the extent and timing of additional adjustments to the target range for the federal funds rate, the Federal Reserve stated that it will carefully assess incoming data, the evolving outlook, and the balance of risks to the Federal Reserve’s dual mandate of achieving maximum employment and inflation at a rate of two percent over the longer run. ChangingIn expectationsits withDecember respect2025 statement, the Federal Reserve 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. As reflected on the “dot plot” included in the projection materials from the Federal Reserve’s actionsDecember regarding2025 the target range for the federal funds rate after quarter end contributed to an uncertain interest rate environment. Particularly, some market commentators have suggested that persistently elevated inflation and continued robust employment readings in recent months may mean that themeeting, Federal Reserve isofficials’ likelyviews toof makethe fewerappropriateness orof smalleradditional cuts to the target range for the federal funds rate inby 2025.the end of 2026 are divided, though a majority of officials indicated that one or more additional cuts by the end of 2026 would be appropriate. Higher interest rates tend to put pressure on our investments, mortgage borrowers, tenants, our operating partnerspartners, our financing and capital costs and economic growth generally.

Added

Concerns regarding an economic recession – a significant decline in economic activity that is spread across the economy and that lasts more than a few months, as defined by the National Bureau of Economic Research – in the U.S. retreated in 2025, but market observers and the Federal Reserve are closely monitoring the labor market and inflation, among other items, for resurgent indicators of recession risk. According to some market commentators, uncertain and evolving U.S. trade and tariff policy and threats to Federal Reserve independence also present downside risks to the economy. Tariffs are often considered to be inflationary, including with respect to construction costs, with such higher costs frequently borne by consumers. Higher prices resulting from tariffs may generally lead to a reduction in economic activity, particularly if such increase in prices is not offset by a reduction in interest rates. An economic recession, stagnating economic growth or market disruption may put pressure on the ability of our operating partners, joint ventures, tenants and borrowers to meet their obligations to us, and would likely adversely impact the value of our assets, among other things, any of which could materially adversely affect our results of operations and financial condition.

Removed

The fears of an economic recession in the U.S. that were prevalent in 2023 receded in connection with the consistent U.S. GDP growth seen in 2024, although some economists and market commentators have expressed expectations for U.S. GDP growth to slow in 2025. The National Bureau of Economic Research defines a recession as “a significant decline in economic activity that is spread across the economy and that lasts more than a few months.” An economic recession or stagnating economic growth may put pressure on the ability of our operating partners, joint ventures, tenants and borrowers to meet their obligations to us, and would likely adversely impact the value of our assets, among other things, any of which could materially adversely affect our results of operations and financial condition.

Reworded

Single-Family Homes and Residential Mortgage Market. Throughout 2024,2025, the residential real estate market remained competitive for home buyers. Data released by the S&P Dow Jones Indices for their S&P CoreLogicCotality Case-Shiller U.S. National Home Price NSA Indices for October 20242025 showed that, on average, home prices increased 4.2%1.3% for the 20-City Composite over October 2023.2024. Additionally, according to the National Association of Realtors (“NAR”), existing home sales in NovemberDecember 20242025 increased 4.8%5.1% month-over-month and 6.1%1.4% year-over-year. NAR also reported that the median existing-home sales price for all housing types in NovemberDecember 20242025 was $406,100,$405,400, up 4.7%0.4% from $387,800December in2024, Novemberwhich 2023. According to data provided bymarked the U.S.30th Censusconsecutive Bureau and the U.S. Departmentmonth of Housingyear-over-year andprice Urbanincreases. Development,NAR privately-ownednotes that total housing starts for single-family homes averaged a seasonally adjusted annual rate of 1,003,000 and 1,009,917 for the three and twelve months ended December 31, 2024, respectively,inventory as compared to 948,500 for the year ended December 31, 2023. Overall, existing home inventory for sale atof the end of NovemberDecember 20242025 amountedwas down 18.1% month-over-month and up 3.5% year-over-year and that the supply of unsold housing inventory sat at 3.3 months as of the end of December 2025, up 0.1 months from December 2024. Despite interest rates trending downward over the course of 2025, such rates remained relatively elevated and continued to 3.8 months of supply, down from 4.2 months of supply in October 2024 but up from 3.5 months of supply in November 2023, accordingcontribute to theaffordability NAR.challenges for home buyers. According to Freddie Mac, the weekly average 30-year fixed-rate mortgage was up 0.44% year-over-year to 7.04%6.09% as of January 16,22, 2025.2026, down 0.87% year-over-year. Declining single-family housing fundamentals may adversely impact the overall credit profile and value of our existing portfolio of single-family residential credit investments and the value of our single-family rental properties, as well as the availability of certain of our targeted assets.

Reworded

Rental Housing. According to data provided by the U.S. Census Bureau and the U.S. Department of Housing and Urban Development, starts on multi-family homes containing five or more units averaged a seasonally adjusted annual rate of 355,667 and 336,583 for the three and twelve months ended December 31, 2024, respectively, as compared to 459,417 for the year ended December 31, 2023. According to RealPage Analytics,Analytics (“RealPage”), effective rents for professionally managed apartments grewfell a modest 50 basis points1.7% in 2024the asfourth a near-historic numberquarter of new2025 apartmentand units0.6% werefor completed.2025. TheRealPage CoStarnoted Group notes that the majority of the weakest-performing geographic marketsthat, in 2024general, from an asking rent growth perspective weremarkets located in the SoutheastSouth and Texas,West whereof oversupplythe conditionsU.S. remainexperienced challengingthe greatest growth in apartment supply in recent years and wherethe agreatest significantdeclines amountin rents over the course of our2025. Further, Zillow Research forecasts that relatively slower rent growth for both single-family and multi-family investmentsrental arehousing concentrated.is expected to continue through 2026. Weakening multi-family housing fundamentals, including, among other things, increasing supply of apartments and declining rents in the markets or submarkets in which we invest, increasing interest rates, widening capitalization rates and reduced liquidity for owners of multi-family properties, may cause our operating partners to fail to meet their obligations to us and/or contribute to reduced cash flows from and/or valuation declines for multi-family properties, and in turn, many of the multi-family investments that we own.

Removed

The prior presidential administration issued statements and implemented policies aimed at establishing certain rights and protections for tenants and limiting the actions of real property owners and managers. However, certain political commentators expect that the current administration will reverse or cease the implementation of such positions and policies. Policies, regulations or laws implemented to establish tenant rights and protections and/or limit the actions of real property owners and managers could lead to increased costs, decreased revenue and reduced operational flexibility for multi-family and single-family rental properties, which could contribute to reduced cash flows from and/or valuation declines for multi-family and single-family rental properties, and in turn, many of the multi-family investments and single-family rentals that we own.

Reworded

Credit Spreads. Investment grade and high-yield credit spreads both tightenedexperienced oversignificant widening in the course of the fourthsecond quarter of and2025 fullbefore tightening through year 2024.end and finishing nearly flat to the start of 2025. At the end of 2024,2025, investment grade spreads tightenedwidened 10 basis points and 223 basis points as compared to the start of the fourth quarter of 20242025 and tightened 3 basis points as compared to the start of 2024, respectively.2025. At the end of 2024,2025, high-yield credit spreads tightenedwidened 111 basis points and 47 basis pointspoint as compared to the start of the fourth quarter of 20242025 and tightened 11 basis points as compared to the start of 2024, respectively.2025. Tightening credit spreads generally increase the value of many of our credit sensitive assets, while widening credit spreads tend to have a negative impact on the value of many of our credit sensitive assets.

Reworded

Financing Markets. For the first time sinceFrom June 2022,2022 the Treasury curve uninverted atuntil the end of August 2024, marking the endTreasury ofcurve inverted with short term yields greater than long term yields, which was the longest inverted Treasury curve on record. This normalization of the Treasury curve was driven in part by investors’ expectations of the Federal Reserve’s cuts to the target range for the federal funds rate. Inversions and subsequent normalizations of this spread are generally considered to be indicators of a recession in the near term, although some market commentators have cautioned against August 2024’s uninversion being such an indicator. Further, a January 2025 survey of economists by the Wall Street Journal indicated that the respondents believed that the probability of a recession in the next twelve months is at 22%, the lowest probability indicated by the Wall Street Journal’s survey since January 2022. On December 31, 2024,2025, the spread between the 2-Year U.S. Treasury yield and the 10-Year U.S. Treasury yield closed at 3371 basis points, as compared to a negative 3533 basis point spread on December 29,31, 2023.2024. This spread is important as it is indicative of opportunities for investing in levered assets. Increases in interest rates raise the costs of many of our liabilities, while overall interest rate volatility generally increases the costs of hedging and may place downward pressure on some of our strategies.

Reworded

Monetary Policy and Recent Regulatory Developments. The Federal Reserve took a number of actions to stabilize markets during the COVID-19 pandemic. From March 2020 until March 2022, the Federal Reserve implemented an asset purchase program aimed at providing liquidity to the U.S. Treasury and Agency RMBS markets. Under the Federal Reserve’s asset purchase program, the Federal Reserve’s balance sheet grew from about $4.2 trillion in assets at the start of March 2020 to about $8.9 trillion in assets at the end of the program in March 2022. OnIn June 1, 2022, the Federal Reserve shifted course and began shrinking its balance sheet by reducing its holdings of U.S. Treasuries and Agency RMBS by $47.5 billion per month.RMBS. In SeptemberDecember 2022,2025, the Federal Reserve increasedhalted the reduction of its efforts to reduce its balance sheet by doubling the amountholding of U.S. Treasuries and Agencyannounced RMBSan it rolls off its balance sheetintention to $95purchase billionshort-term eachU.S. month.Treasuries Onin Junean 1,effort 2024,to alleviate expected pressures in money markets, but the Federal Reserve reducedcontinued fromto $60allow up to $35 billion of Agency RMBS to $25 billion the amount of U.S. Treasuries it rollsroll off its balance sheet each monthmonth. whileThe continuingFederal toReserve’s reduceparticipation itsin holdingsthe Agency RMBS market can materially impact mortgage market conditions, affecting supply, pricing, and returns. In January 2026, the FHFA raised the cap on the amount of Agency RMBS bythat $35Fannie Mae and Freddie Mac can hold from $40 billion pereach month.to As$225 ofbillion Januaryeach, 13, 2025,and the Federalcurrent Reserveadministration heldinstructed aboutFannie $6.8Mae trillionand Freddie Mac to purchase $200 billion in assets. Sales or reductions in the pace of purchasing of Agency RMBSRMBS. Asset purchases by the Federal Reserve couldgenerally createdrive headwindsAgency RMBS values higher and tighten mortgage spreads, which increases our adjusted book value but reduces the return potential on new investments. The announced January 2026 purchases, or any other purchases, by Fannie Mae and/or Freddie Mac of Agency RMBS, though such purchases are, and are expected to be, on a smaller scale than purchases of Agency RMBS conducted by the Federal Reserve in recent years, may have similar effects on us and the market. Conversely, actual or anticipated reductions in the marketamount forof the Federal Reserve’s Agency RMBS whereholdings increasedor supplyits couldpurchasing drivepace pricestypically lead to lower values and interestwider ratesspreads, higher.thereby lowering our adjusted book value while improving the return potential on new acquisitions.

Added

Near the end of 2025 and into 2026, some market commentators began expressing concerns about the ongoing independence of the Federal Reserve to make monetary policy decisions, including setting interest rates, without direct interference from the executive branch or U.S. Congress. If the independence of the Federal Reserve is eroded or eliminated, or perceived to be, economists and market commentators suggest that higher inflation, greater stock market volatility and higher long-term interests rates on mortgages and other loans could result. Such outcomes may limit or undermine business activity or raise the costs of many of our liabilities, which could negatively impact the value of our investments We own and rent single-family rental homes to families that are eligible to receive housing assistance through the U.S. Department of Housing and Urban Development Housing Choice Vouchers program. In January 2026, the president issued an executive order (the “Order”) directing executive agencies to identify ways to prevent GSEs from facilitating the acquisition by large institutional investors of single-family homes or from selling homes owned by the U.S. federal government to large institutional investors and instructs the U.S. Department of Housing and Urban Development to track single-family rental owners that receive federal housing assistance to determine any involvement of large institutional investors, among other things. The Order does not address immediate steps for implementation. There can be no guarantee how the Order will be implemented, what legislation may be enacted to further the Order, or how “single-family” or “large institutional investor” will be defined; however, such policies could materially adversely affect our investments in single-family rental homes.

Removed

From March 2020 to March 2022, the Federal Reserve maintained a target range for the federal funds rate of 0% to 0.25% in view of the COVID-19 pandemic and to foster maximum employment and price stability. Then, from March 2022 through July 2023, the Federal Reserve increased the federal funds rate eleven times to bring the target range for the federal funds rate to 5.25% to 5.50% where it remained until September 19, 2024 when the Federal Reserve implemented a 50 basis point cut to the target range. When announcing the 50 basis point rate cut in September 2024, the Federal Reserve stated that inflation had made progress toward the Federal Reserve’s objective of achieving an inflation rate of two percent over the longer run and that, in light of this progress on inflation and considering the risks to the Federal Reserve’s second objective of achieving maximum employment, a cut to the target range was appropriate. On each of November 8, 2024 and December 19, 2024, the Federal Reserve again cut the target range to the federal funds rate by 25 basis points, bringing the total cuts to the target range in 2024 to 100 basis points. The Federal Reserve noted in its December 2024 statement that any future cuts to the target range for the federal funds rate will depend on a careful assessment of incoming data, the evolving outlook, and the balance of risks to its dual mandate of achieving maximum employment and an inflation rate of two percent. As reflected on the “dot plot” included in the projection materials from the Federal Reserve’s December 2024 meeting, most Federal Reserve officials indicated that an additional 50 basis points in cuts to the target range for the federal funds rate by the end of 2025 would be appropriate. However, recent economic data along with the Federal Reserve’s December 2024 statement emphasizing the consideration that will be given to evolving economic data has cautioned some market commentators’ expectations of the number and extent of further cuts to the target range for the federal funds rate in 2025.

Removed

Uncertainty exists regarding the U.S. debt limit, which is the statutory maximum amount of money that the U.S. government may borrow to meet its existing obligations. The U.S. government reached the debt limit in the middle of January 2025 and the U.S. Treasury began taking “extraordinary measures” to keep the U.S. from breaching its obligations. The U.S. Congress must approve any increases to or suspensions of the U.S. debt limit. If the U.S. debt limit is not increased or suspended before the effectiveness of such extraordinary measures is exhausted, which some estimate will be sometime around the middle of 2025, the U.S. government may default on its obligations causing severe economic consequences. A default of the U.S. government on its obligations may also cause yields on U.S. Treasuries, and interest rates broadly, to rise, among other things. A weakened economy and/or higher interest rates may put pressure on the ability of our operating partners, tenants and borrowers to meet their obligations to us, and would likely adversely impact the value of our assets, among other things, any of which could materially adversely affect our results of operations and financial condition.

Reworded

InFannie SeptemberMae 2008,and Freddie Mac remain under the U.S.conservatorship Governmentof placedthe FHFA. The current administration is revisiting the idea of taking Fannie Mae and Freddie Mac intopublic. In the conservatorshipfourth quarter of the2025, FHFAreports surfaced that investment banks have been in orderpreliminary todiscussions preservewith andthe conserve their assets and property and restore them to a sound and solvent condition so they can continue to fulfill their statutory missions. In President Trump’s first term, hiscurrent administration soughtabout topotential endpublic the conservatorshipsofferings of Fannie Mae and/or Freddie Mac,Mac butsecurities so far into his second term, President Trump’sand administration hasofficials notindicated explicitlythat expressedsuch itsdiscussions intentionswere with respectcontinuing to the conservatorships. However, many market and political commentators believe President Trump may seek to end the conservatorships of Fannie Mae and Freddie Mac.advance. Together, Fannie Mae and Freddie Mac guarantee a significant amount of the nearly $13 trillion U.S. Homehome loan market. If the conservatorships of Fannie Mae and Freddie Mac were ended, Fannie Mae and Freddie Mac may need to hold additional capital against riskier loans which may, in turn, cause Fannie Mae and Freddie Mac to charge borrowers higher mortgage rates or to lessen the amount of their lending, among other things. We invest in Agency RMBS and other mortgage-related assets that may be guaranteed by Fannie Mae or Freddie Mac. Higher interest rates tend to put pressure on our investments, mortgage borrowers, tenants, our operating partners and economic growth generally. For further discussion, please see the risk factor titled “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” in Part I, Item “1A. Risk Factors” inof this Annual Report on Form 10-K.

Reworded

The scope and nature of the actions the Federal Reserve andor other governmental authorities will ultimately undertake are unknown and will continue to evolve. There can be no assurance as to how, in the long term, these and other actions, as well as the negative impacts from ongoing geopolitical instability and uncertainty surrounding inflation, interest ratesrates, U.S. tariff and trade policies and the outlook for the U.S. and global economies, will affect the efficiency, liquidity and stability of the financial, credit and mortgage markets, and thus, our business. Greater uncertainty frequently leads to wider asset spreads or lower prices and higher hedging costs.

Reworded

•Purchased approximately $2.2$4.4 billion of investment securities, including $1.5$4.1 billion of Agency RMBS with an average coupon of 5.69%.investments.

Reworded

•PurchasedAcquired approximately $1.9$1.7 billion of residential loans with an average gross coupon of 9.93%.loans.

Added

•Exited remaining multi-family joint venture equity investments in disposal group.

Added

•Received approximately $79.2 million in proceeds from redemptions of Mezzanine Lending investments.

Added

•Acquired the outstanding 50% ownership interests in Constructive that were not previously owned by the Company through the consummation of a membership interest purchase agreement on July 15, 2025.

Removed

•Sold three multi-family apartment communities held by joint venture equity investments which generated a net gain attributable to the Company's common stockholders of approximately $12.3 million.

Removed

•Sold or distributed equity interests in joint venture equity investments that owned ten multi-family apartment communities which generated a gain on de-consolidation attributable to the Company's common stockholders of approximately $5.7 million.

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What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-31 (period ending 2026-06-30) with 10-Q filed 2026-05-01 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

There have been no material changes to the risk factors previously disclosed under Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025.

No wording changes found in this section.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Six Months Ended June 30, 2026”

New heading “Six Months Ended June 30, 2025”

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Reworded topics: artificial intelligence, inflation, pandemic, labor

Paragraph as it now reads, with added and removed wording marked:

Financial markets experienced heightened volatility and generally negative performancerebounded during the firstsecond quarter of 2026, as investorsinvestor reactedsentiment toshifted escalatingfrom the geopolitical conflictsfears that had dominated the first quarter toward renewed optimism driven by de-escalation of the Iran conflict, a strong artificial intelligence-led earnings revival, and tensions,resilient corporate profitability, notwithstanding elevated energy prices,inflation and uncertainty regarding the timing and extent of futureshifting monetary policy easing by the Federal Reserve.expectations. Major U.S. equity indices declined during the first quarter of 2026 before staging a powerful rebound in the second quarter of 2026, with the S&P 500 returning approximately 15.2% during the second quarter of 2026, its strongest quarterly performance since the pandemic rebound in the second quarter of 2020, the Dow Jones Industrial Average decliningrecovering approximatelyfrom 3.6%its first quarter losses and the Nasdaq Composite Index declininggaining approximately 7.1%21.6% during the firstsecond quarter of 2026, beforeone recovering,of its strongest single quarterly performances in part, after the quarterlast end25 andyears. into mid-April 2026. Mortgage‑relatedMortgage-related markets experiencedremained sensitive to rate and spread volatility during the firstsecond quarter of 2026, drivenas 30-year fixed mortgage rates, which briefly dipped below 6%, rose approximately 50 basis points before moderating toward quarter-end. Geopolitical de-escalation and lower oil prices provided relief to markets by fluctuationsquarter-end, though inflation rose to its highest level in interestthree ratesyears due to energy price shocks, keeping concerns about the Federal Reserve’s inflation-fighting path front and geopolitical events. Geopolitical conflicts, pressures on energy markets, labor market uncertainty and elevated inflation have cautioned some economic outlooks, with concerns regarding the potential for stagflation persisting.center. We anticipate that due to ongoing geopolitical conflictdevelopments and uncertainty related to the labor market, and inflation, markets and the pricing for many of our assets will continue to experience volatility in 2026.
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Reworded topics: fine, inflation, interest rate

Paragraph as it now reads, with added and removed wording marked:

Near the end of 2025 and into 2026, some market commentators began expressing concerns about the ongoing independence of the Federal Reserve to make monetary policy decisions, including setting interest rates, without direct interference from the executive branch or U.S. Congress. If the independence of the Federal Reserve is eroded or eliminated, or perceived to be, economists and market commentators suggest that higher inflation, greater stock market volatility and higher long-term interest rates on mortgages and other loans could result. Such outcomes may limit or undermine business activity or raise the costs of many of our liabilities, which could negatively impact the value of our investments We own and rent single-family rental homes to families that are eligible to receive housing assistance through the U.S. Department of Housing and Urban Development Housing Choice Vouchers program. In January 2026, the president issued an executive order (the “Order”) directing executive agencies to identify ways to prevent GSEs from facilitating the acquisition by large institutional investors of single-family homes or from selling homes owned by the U.S. Government to large institutional investors and instructsinstructing the U.S. Department of Housing and Urban Development to track single-family rental owners that receive federal housing assistance to determine any involvement of large institutional investors, among other things. The Order does not address immediate steps for implementation. In MarchJune 2026, the U.S. SenateCongress passed athe bill21st Century ROAD to Housing Act (the “Housing Act”), which wouldbecame placelaw certainin prohibitionsJuly on2026 and, among other things, generally prohibits large institutional investors that ownhave investment control of 350 or more single-family homes from purchasing additional single-family homes, subject to certain additionalexceptions, but does not require the divestment of single-family homes (theowned “Senateprior Bill”).to Asenactment of mid-April 2026, the SenateHousing Bill was before the U.S. House of Representatives for consideration, where its passage is uncertain.Act. There can be no guarantee how the Order will be implemented, what legislation may be enacted to furtheror the Order,Housing how “single-family” or “large institutional investor”Act will be definedimplemented byand executiveapplied agenciesor implementinghow the Orderexceptions or whetherto the Senatepurchase Billprohibition orin similarthe legislationHousing Act will beapply enactedto us; however, such policies could materially adversely affect our investments in single-family rental homes.
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Reworded topics: inflation, recession, labor

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Concerns regarding an economic recession – —a significant decline in economic activity that is spread across the economy and that lasts more than a few months, as defined by the National Bureau of Economic Research – —in the U.S. grewmoderated somewhat inover the firstcourse of the second quarter of 2026 dueas to,oil amongprices otherretreated things,from heightenedtheir April peak of approximately $120 per barrel and equity markets recovered, though recession risk remains elevated relative to historical norms given persistent inflation and uncertainty around geopolitical conflicts andover the outlookFederal forReserve’s thenext laborpolicy market.moves. According to some market commentators, the durability of the Iran ceasefire framework, trajectory of energy prices and persistentcore inflationinflation, alsoand presentthe Federal Reserve’s response to such conditions remain the primary downside risks to the economy. An economic recession, stagnating economic growth or market disruption may put pressure on the ability of our operating partners, joint ventures, tenants and borrowers to meet their obligations to us, and would likely adversely impact the value of our assets, among other things, any of which could materially adversely affect our results of operations and financial condition.
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Reworded topics: inflation, interest rate

Paragraph as it now reads, with added and removed wording marked:

Single-Family Homes and Residential Mortgage Market. In the firstsecond quarter of 2026, the residential real estate market remainedcontinued competitiveto forreflect homethe buyerstension despitebetween increasesimproving inaffordability inventoryyear-over-year asand elevated mortgage rates pressuredthat homehave buyers.risen approximately 50 basis points since the onset of the Iran conflict, keeping many prospective buyers on the sidelines. Data released by the S&P Dow Jones Indices for their S&P Cotality Case-Shiller U.S. National Home Price NSA Indices for JanuaryApril 2026 showed that, on average,that home prices increased 1.2%1.1% for the 20-City Composite over JanuaryApril 2025.2025, with nominal home price growth remaining slow as elevated inflation caused real home values to decline for an 11th consecutive month. Additionally, according to the National Association of Realtors (“NAR”), existing home sales in MarchJune 2026 decreased 3.6%2.4% month-over-month andbut 1.0%increased 2.8% year-over-year. NAR also reported that the median existing-home sales price for all housing types in MarchJune 2026 was $408,800,$440,600, up 1.4%1.8% from MarchJune 2025, which marked the 33rd36th consecutive month of year-over-year price increases. NAR notes that total housing inventory as of the end of MarchJune 2026 was updown 3.0%0.6% month-over-month andbut up 2.3%1.3% year-over-year and that the supply of unsold housing inventory satwas atapproximately 4.14.6 months as of the end of MarchJune 2026. Mortgage rates, which had briefly dipped below 6% prior to the Iran conflict, rose to approximately 6.5% during the second quarter of 2026, up 0.1 months from March 2025. Rising interest rates, particularly following the start of the geopolitical conflict in Iran, contributedcontributing to affordability challenges for some home buyers. According to Freddie Mac, the weekly average 30-year fixed-rate mortgage was 6.30%6.49% as of AprilJune 16,25, 2026, down 0.53%approximately 0.28% year-over-year. Declining single-family housing fundamentals may adversely impact the overall credit profile and value of our existing portfolio of single-family residential credit investments and the value of our single-family rental properties, as well as the availability of certain of our targeted assets.
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Reworded topics: default

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The Company has reduced the fair value of one defaulted preferred equity investment to zero as a result of developments with respect to the property, its financing and market conditions. This investment represents 3.1% of the total investment amount of the Mezzanine Lending portfolio. The Company has also ceased accruals of preferred return on one preferred equity investment and its preferred equity investment in a Consolidated VIE as a result of its evaluation of the hypothetical liquidation value for the respective investments. These investments represent 25.2%28.1% of the total investment amount of the Mezzanine Lending portfolio.
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Reworded topics: inflation, pandemic

Paragraph as it now reads, with added and removed wording marked:

Over the course of last year, the U.S. labor market experienced some cooling as the unemployment rate, according to the U.S. Department of Labor, reached 4.5% at the end of November 2025, the highest unemployment rate since October 2021. Into 2026, the U.S. labor market has seen modest improvement, as compared to the cooling trend in 2025, with the unemployment rate declining from 4.4% as of the end of December 2025 to 4.3%4.2% as of the end of MarchJune 2026. However, some commentators have suggested that the labor market has grown static and reflects a cautious and uncertain outlook by employers. AsThrough the first half of February 2026, employers arehave been hiring at theirhistorically lowestlow rates since 2013 (other than at the start of the COVID-19 pandemic),rates, employers are laying off employees at relatively low ratesrates, and employees are leaving their jobs at low rates. Additionally, since July 2025, the number of unemployed persons has exceeded the number of available job openings, further signaling a potential softening in or uncertain outlook to the labor market and/or U.S. economy. Uncertainty with respect to international conflicts, energy prices and higher costs due to inflation,inflation havehas been suggested by some market commentators as having contributed to the slackening labor market.
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Full comparison: every changed paragraph (163)

Green = added, red = removed. Unchanged paragraphs, 6 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

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•“TBA dollar roll income” refers to the difference in price between two TBA contracts within theTBA samedollar termsroll but different settlement dates that are simultaneously bought and soldtransactions; and

Added

•“TBA dollar roll transaction” refers to a transaction where two TBA contracts with the same terms but different settlement dates are simultaneously bought and sold; and

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During the three months ended MarchJune 31,30, 2026, we continued to expand our investment securities and residential loan portfolios. Our investment activity was offset primarily by repayments and sales of investment securities and residential loans. The following table presents investment activity for the three months ended MarchJune 31,30, 2026 (dollar amounts in thousands):

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(5)Includes TBAs that are recorded as derivative instruments in the Company's condensed consolidated financial statements. As of MarchJune 31,30, 2026, our TBAs had a net carrying value of $1.5$1.4 million reported in other liabilitiesassets on the Company's condensed consolidated balance sheets. The net carrying value represents the difference between the implied fair value of the underlying security in the TBA contract and the price to be paid or received for the underlying security (or cost basis).

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(6)Consolidated SLST is primarily presented on our condensed consolidated balance sheets as residential loans, at fair value and collateralized debt obligations, at fair value. A reconciliation to our condensed consolidated financial statements as of MarchJune 31,30, 2026 and DecemberMarch 31, 2025,2026, respectively, follows (dollar amounts in thousands):

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(a)Included in other liabilities on our condensed consolidated balance sheets as of MarchJune 31,30, 2026 and DecemberMarch 31, 2025.2026.

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TheWe firstdelivered quarterstrong results in a volatile market environment, marked by significant intra-quarter interest rate movements and a meaningful bear flattening of 2026the reflectedyield continuedcurve. executionOur ofdiversified thisportfolio strategy,performed highlightedwell byamid strongthese conditions, driving solid earnings performance,and growth in book value, and disciplined capital deployment.value. Net income attributable to common stockholders was $36.9$43.4 million, or $0.41$0.48 per share, for the quarter ended MarchJune 31,30, 2026. Earnings available for distribution (“EAD”), a non-GAAP financial measure, increased to $0.29$0.30 per share, representing a 45%36% increase year-over-year. GAAP bookBook value per share as of MarchJune 31,30, 2026 increasedalso 4.0%grew, with GAAP book value up 1.8% to $9.98,$10.16, whileand adjusted book value per share, a non-GAAP financial measure, asup of March 31, 2026 rose 1.6%2.3% to $10.80,$11.05, resulting in a quarterly economic return of 6.35%4.51% and 3.76%4.81% on GAAP book value per share and adjusted book value per share, respectively. Supported by this sustained earnings momentum, our Board of Directors declared a quarterly dividend of $0.23$0.27 per share, equating to a 12.50%11.51% annualized dividend yield as of MarchJune 31,30, 2026.

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Our investment portfolio grew to approximately $10.9$11.7 billion as of MarchJune 31,30, 2026, driven by $1.0$1.5 billion of new single-family residential investments during the quarter, including $510.1$798.3 million of Agency RMBSinvestments and $487.2$632.3 million of business purpose loans. Our capital allocation remains focused on liquidity, stability and income generation, with Agency RMBSinvestments representing a majority of our capital. We believe our capital allocation strategy will enhance our earnings profile and strengthen our ability to navigate evolving market conditions.

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Constructive continues to scale as a strategic origination platform and become a more prominent contributor to earnings. During the quarter, Constructive funded approximately $400.8$406.1 million of business purpose loans, supported by strong underwriting standards and an established national platform.platform, Wereinforcing believeits furtherrole as a contributor to earnings as integration ofwith Constructive'sthe businessCompany and operational efficiencies will drive incremental earnings growth and diversify our income streams over time.continues.

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We also continued to actively manage our liability structure and liquidity profile. During the quarter, we issued $90.0 million of 9.25% 2031 Senior Notes, completed a $310.4 milliontwo business purpose rental loan securitization,securitizations andfor redeemedwhich $100.0the millionCompany received aggregate net proceeds of 2026approximately Senior$518.0 Notes.million. Our Company Recourse Leverage Ratio and Portfolio Recourse Leverage Ratio (as defined in "Capital Allocation" below) as of MarchJune 31,30, 2026 were 5.2x5.5x and 4.9x,5.2x, respectively. We also had $199.0$181.8 million of available cash and cash equivalents (excluding cash and cash equivalents held by Consolidated Real Estate VIEs and cash reserved for potential TBA variation margin) as of MarchJune 31,30, 2026. We believe that our leverage and cash levels, combined with no near-term debt maturities, provide us with the flexibility to support continued investment activity.

Added

Higher interest rates reduced valuations across a majority of our assets during the quarter ended June 30, 2026; however, this impact was more than offset by spread tightening late in the quarter and $48.8 million of gains generated by our derivative instruments, reflecting the value of our hedging program.

Removed

Market conditions during the quarter were characterized by increased market and interest rate volatility and wider spreads, which created attractive investment opportunities but also resulted in unrealized losses on a majority of the assets in our investment portfolio. These impacts were more than offset by strong performance of our derivative instruments, which generated $87.8 million of gains during the quarter. In addition, the sale of a property within our cross-collateralized mezzanine lending investment generated a net gain on sale of real estate of approximately $52.3 million, resulting in a net gain of approximately $13.8 million attributable to the Company's common stockholders.

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Financial markets experienced heightened volatility and generally negative performancerebounded during the firstsecond quarter of 2026, as investorsinvestor reactedsentiment toshifted escalatingfrom the geopolitical conflictsfears that had dominated the first quarter toward renewed optimism driven by de-escalation of the Iran conflict, a strong artificial intelligence-led earnings revival, and tensions,resilient corporate profitability, notwithstanding elevated energy prices,inflation and uncertainty regarding the timing and extent of futureshifting monetary policy easing by the Federal Reserve.expectations. Major U.S. equity indices declined during the first quarter of 2026 before staging a powerful rebound in the second quarter of 2026, with the S&P 500 returning approximately 15.2% during the second quarter of 2026, its strongest quarterly performance since the pandemic rebound in the second quarter of 2020, the Dow Jones Industrial Average decliningrecovering approximatelyfrom 3.6%its first quarter losses and the Nasdaq Composite Index declininggaining approximately 7.1%21.6% during the firstsecond quarter of 2026, beforeone recovering,of its strongest single quarterly performances in part, after the quarterlast end25 andyears. into mid-April 2026. Mortgage‑relatedMortgage-related markets experiencedremained sensitive to rate and spread volatility during the firstsecond quarter of 2026, drivenas 30-year fixed mortgage rates, which briefly dipped below 6%, rose approximately 50 basis points before moderating toward quarter-end. Geopolitical de-escalation and lower oil prices provided relief to markets by fluctuationsquarter-end, though inflation rose to its highest level in interestthree ratesyears due to energy price shocks, keeping concerns about the Federal Reserve’s inflation-fighting path front and geopolitical events. Geopolitical conflicts, pressures on energy markets, labor market uncertainty and elevated inflation have cautioned some economic outlooks, with concerns regarding the potential for stagflation persisting.center. We anticipate that due to ongoing geopolitical conflictdevelopments and uncertainty related to the labor market, and inflation, markets and the pricing for many of our assets will continue to experience volatility in 2026.

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Select U.S. Financial and Economic Data. The U.S. economy grew modestly in the firstsecond quarter of 2026 with real gross domestic product (“GDP”) increasing by 2.0%1.5% (advanced estimate), as compared to the GDP growth of 2.1% recorded for full year 2025. By this estimate, GDP growthcontinued continuedto grow in the firstsecond quarter of 2026, accelerating from the 0.5% growth in GDP seen in the fourth quarter of 20252026; however, inflation remains persistently above the Federal Reserve’s target of two percent, the labor market has shown signs of cooling and geopolitical conflicts have pressured global markets. Uncertainty about how the Federal ReserveReserve, under Chair Warsh’s leadership, may adjust its monetary policy or the target range for the federal funds rate in response to such macroeconomic trends and—including the continued independencepossibility of therate Federalhikes Reserverather than cuts in 2026 or 2027—may limit or undermine business activity and the potential for future GDP growth or result in further volatility, which could negatively impact the value of credit investments.

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Over the course of last year, the U.S. labor market experienced some cooling as the unemployment rate, according to the U.S. Department of Labor, reached 4.5% at the end of November 2025, the highest unemployment rate since October 2021. Into 2026, the U.S. labor market has seen modest improvement, as compared to the cooling trend in 2025, with the unemployment rate declining from 4.4% as of the end of December 2025 to 4.3%4.2% as of the end of MarchJune 2026. However, some commentators have suggested that the labor market has grown static and reflects a cautious and uncertain outlook by employers. AsThrough the first half of February 2026, employers arehave been hiring at theirhistorically lowestlow rates since 2013 (other than at the start of the COVID-19 pandemic),rates, employers are laying off employees at relatively low ratesrates, and employees are leaving their jobs at low rates. Additionally, since July 2025, the number of unemployed persons has exceeded the number of available job openings, further signaling a potential softening in or uncertain outlook to the labor market and/or U.S. economy. Uncertainty with respect to international conflicts, energy prices and higher costs due to inflation,inflation havehas been suggested by some market commentators as having contributed to the slackening labor market.

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From 2022 into 2024, the Federal Reserve raised the target range for the federal funds rate to its highest level in over two decades before cutting the target range by 175 basis points, in aggregate, between September 2024 and December 2025. Following the Federal Reserve’s last cut to the target range for the federal funds rate in December 2025, the target range was reduced to 3.50% to 3.75%, where it remains as of the end of the firstsecond quarter of 2026. Expectations among market commentators for additional rate cuts to the target range in the near term are subdued. In considering the extent and timing of additional adjustments to the target range for the federal funds rate, the Federal Reserve stated that it will carefully assess incoming data, the evolving outlook and the balance of risks to the Federal Reserve’s dual mandate of achieving maximum employment and inflation at a rate of two percent over the longer run. In its MarchJune 2026 statement,statement—Chair Warsh’s first Federal Open Market Committee (“FOMC”) meeting—the Federal Reserve noted that jobinflation gainsremains remainedelevated lowabove asits oftwo Marchpercent 2026,target and affirmed that the unemploymentcommittee “will deliver price stability,” while removing prior forward guidance language indicating a bias toward future rate hascuts. beenAs little changedreflected in the startJune 2026 Summary of 2026Economic and that inflation remained somewhat elevated. As reflected on the “dot plot” included in the projection materials from the Federal Reserve’s March 2026 meeting, a majority ofProjections, Federal Reserve officials indicatedrevised their outlook significantly, with a majority projecting that one or more additional cuts to the target range for the federal funds rate bywill remain at 3.50% to 3.75% or be raised before the end of 2026—a wouldstark bereversal appropriate.from the March 2026 projections which had anticipated rate cuts in 2026. Higher interest rates tend to put pressure on our investments, mortgage borrowers, tenants, our operating partners, our financing and capital costs and economic growth generally.

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Concerns regarding an economic recession – —a significant decline in economic activity that is spread across the economy and that lasts more than a few months, as defined by the National Bureau of Economic Research – —in the U.S. grewmoderated somewhat inover the firstcourse of the second quarter of 2026 dueas to,oil amongprices otherretreated things,from heightenedtheir April peak of approximately $120 per barrel and equity markets recovered, though recession risk remains elevated relative to historical norms given persistent inflation and uncertainty around geopolitical conflicts andover the outlookFederal forReserve’s thenext laborpolicy market.moves. According to some market commentators, the durability of the Iran ceasefire framework, trajectory of energy prices and persistentcore inflationinflation, alsoand presentthe Federal Reserve’s response to such conditions remain the primary downside risks to the economy. An economic recession, stagnating economic growth or market disruption may put pressure on the ability of our operating partners, joint ventures, tenants and borrowers to meet their obligations to us, and would likely adversely impact the value of our assets, among other things, any of which could materially adversely affect our results of operations and financial condition.

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Single-Family Homes and Residential Mortgage Market. In the firstsecond quarter of 2026, the residential real estate market remainedcontinued competitiveto forreflect homethe buyerstension despitebetween increasesimproving inaffordability inventoryyear-over-year asand elevated mortgage rates pressuredthat homehave buyers.risen approximately 50 basis points since the onset of the Iran conflict, keeping many prospective buyers on the sidelines. Data released by the S&P Dow Jones Indices for their S&P Cotality Case-Shiller U.S. National Home Price NSA Indices for JanuaryApril 2026 showed that, on average,that home prices increased 1.2%1.1% for the 20-City Composite over JanuaryApril 2025.2025, with nominal home price growth remaining slow as elevated inflation caused real home values to decline for an 11th consecutive month. Additionally, according to the National Association of Realtors (“NAR”), existing home sales in MarchJune 2026 decreased 3.6%2.4% month-over-month andbut 1.0%increased 2.8% year-over-year. NAR also reported that the median existing-home sales price for all housing types in MarchJune 2026 was $408,800,$440,600, up 1.4%1.8% from MarchJune 2025, which marked the 33rd36th consecutive month of year-over-year price increases. NAR notes that total housing inventory as of the end of MarchJune 2026 was updown 3.0%0.6% month-over-month andbut up 2.3%1.3% year-over-year and that the supply of unsold housing inventory satwas atapproximately 4.14.6 months as of the end of MarchJune 2026. Mortgage rates, which had briefly dipped below 6% prior to the Iran conflict, rose to approximately 6.5% during the second quarter of 2026, up 0.1 months from March 2025. Rising interest rates, particularly following the start of the geopolitical conflict in Iran, contributedcontributing to affordability challenges for some home buyers. According to Freddie Mac, the weekly average 30-year fixed-rate mortgage was 6.30%6.49% as of AprilJune 16,25, 2026, down 0.53%approximately 0.28% year-over-year. Declining single-family housing fundamentals may adversely impact the overall credit profile and value of our existing portfolio of single-family residential credit investments and the value of our single-family rental properties, as well as the availability of certain of our targeted assets.

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Rental Housing. According to RealPage Analytics (“RealPage”), effective asking rents for professionally managed apartments fellrose 0.5%1.4% year-over-yearduring the second quarter of 2026, though rents remained 0.2% below year-earlier levels on an annual basis, reflecting ongoing absorption of new supply. RealPage noted that national apartment occupancy improved to 95.5% in the firstsecond quarter of 2026.2026—the RealPagefirst noted that,time in general,three marketsyears locatedthat inannual apartment deliveries fell below the decade average—though the South and West ofremained the only U.S. experiencedregion thewith greatestyear-over-year growthrent in apartment supply in recent yearsdeclines and theoccupancy greatestbelow declines95%, inreflecting rentscontinued overelevated the course of the first quarter of 2026.supply. Further, Zillow Research forecasts that relatively slower rent growth for both single-family and multi-family rental housing is expected to continue through 2026. Weakening multi-family housing fundamentals, including, among other things, increasing supply of apartments and declining rents in the markets or submarkets in which we invest, increasing interest rates, widening capitalization rates and reduced liquidity for owners of multi-family properties, may cause our operating partners to fail to meet their obligations to us and/or contribute to reduced cash flows from and/or valuation declines for multi-family properties, and in turn, many of the multi-family investments that we own.

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Credit Spreads. Investment grade and high-yield credit spreadsspreads, which had both widened over the course of the first quarter of 2026,2026 particularlyin followingresponse to the startIran ofconflict, tightened over the geopoliticalsecond conflict in Iran in February 2026, before tightening into mid-April 2026.quarter. At the end of the firstsecond quarter of 2026, investment grade spreads widenedtightened 1114 basis points and high-yield credit spreads widenedtightened 4753 basis points as compared to the start of the firstsecond quarter of 2026. Tightening credit spreads generally increase the value of many of our credit sensitive assets, while widening credit spreads tend to have a negative impact on the value of many of our credit sensitive assets.

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Financing Markets. On MarchJune 31,30, 2026, the spread between the 2-Year U.S. Treasury yield and the 10-Year U.S. Treasury yield closed at 5130 basis points, as compared to a 7151 basis point spread on DecemberMarch 31, 2025.2026. This spread is important as it is indicative of opportunities for investing in levered assets. Increases in interest rates raise the costs of many of our liabilities, while overall interest rate volatility generally increases the costs of hedging and may place downward pressure on some of our strategies.

Added

Following the Senate confirmation of Kevin Warsh as Federal Reserve Chair in May 2026, the Federal Reserve under Chair Warsh’s leadership is pursuing what commentators have characterized as a “regime change” in monetary policy communication, reducing forward guidance, shortening policy statements, and forming task forces to review core Federal Reserve operations. At his first FOMC meeting in June 2026, Chair Warsh and the committee held the federal funds rate target range at 3.50% to 3.75% while the dot plot reflected that a majority of FOMC participants project the rate will remain on hold or potentially increase before year-end 2026. The shift toward possible rate hikes rather than cuts represents a significant departure from prior expectations, and any increase in interest rates, or the uncertainty around the Federal Reserve’s future rate path, may limit or undermine business activity or raise the costs of many of our liabilities, which could negatively impact the value of our investments.

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Near the end of 2025 and into 2026, some market commentators began expressing concerns about the ongoing independence of the Federal Reserve to make monetary policy decisions, including setting interest rates, without direct interference from the executive branch or U.S. Congress. If the independence of the Federal Reserve is eroded or eliminated, or perceived to be, economists and market commentators suggest that higher inflation, greater stock market volatility and higher long-term interest rates on mortgages and other loans could result. Such outcomes may limit or undermine business activity or raise the costs of many of our liabilities, which could negatively impact the value of our investments We own and rent single-family rental homes to families that are eligible to receive housing assistance through the U.S. Department of Housing and Urban Development Housing Choice Vouchers program. In January 2026, the president issued an executive order (the “Order”) directing executive agencies to identify ways to prevent GSEs from facilitating the acquisition by large institutional investors of single-family homes or from selling homes owned by the U.S. Government to large institutional investors and instructsinstructing the U.S. Department of Housing and Urban Development to track single-family rental owners that receive federal housing assistance to determine any involvement of large institutional investors, among other things. The Order does not address immediate steps for implementation. In MarchJune 2026, the U.S. SenateCongress passed athe bill21st Century ROAD to Housing Act (the “Housing Act”), which wouldbecame placelaw certainin prohibitionsJuly on2026 and, among other things, generally prohibits large institutional investors that ownhave investment control of 350 or more single-family homes from purchasing additional single-family homes, subject to certain additionalexceptions, but does not require the divestment of single-family homes (theowned “Senateprior Bill”).to Asenactment of mid-April 2026, the SenateHousing Bill was before the U.S. House of Representatives for consideration, where its passage is uncertain.Act. There can be no guarantee how the Order will be implemented, what legislation may be enacted to furtheror the Order,Housing how “single-family” or “large institutional investor”Act will be definedimplemented byand executiveapplied agenciesor implementinghow the Orderexceptions or whetherto the Senatepurchase Billprohibition orin similarthe legislationHousing Act will beapply enactedto us; however, such policies could materially adversely affect our investments in single-family rental homes.

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FirstSecond Quarter 2026 Summary

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The following table presents key earnings and return metrics for the three and six months ended MarchJune 31,30, 2026 (dollar amounts in thousands, except per share data):

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(2)Calculated as the quotient of our adjusted interest income and our average interest earning assets including the cost basis of outstanding TBAs and excludesexcluding all Consolidated SLST assets other than those securities owned by the Company.

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Key Developments During FirstSecond Quarter 2026

Added

•Received approximately $11.4 million in proceeds from the redemption of a Mezzanine Lending investment.

Removed

•Sold a multi-family apartment community held in our cross-collateralized mezzanine lending investment which generated a net gain attributable to the Company's common stockholders of approximately $13.8 million.

Removed

•Completed the issuance of $90.0 million in aggregate principal amount of our 9.25% Senior Notes due 2031 in an underwritten public offering. The total net proceeds to us from the offering of the notes, after deducting the underwriters' discount and commissions and offering expenses, were approximately $86.6 million.

Removed

•Redeemed our 5.75% Senior Notes due 2026 at 100% of the $100.0 million principal amount plus accrued but unpaid interest to, but excluding, the redemption date, for a total payment of $101.5 million.

Reworded

•Completed atwo residential loan securitizationsecuritizations generating approximately $308.5$518.0 million of net proceeds to us after deducting expenses associated with the transaction. We utilized the net proceeds to repay approximately $287.3$490.5 million on outstanding repurchase agreements related to residential loans.

Added

•Redeemed a residential loan securitization with an outstanding principal balance at the time of redemption of approximately $243.6 million.

Removed

•Repurchased 612,464 shares of common stock at an accretive repurchase price of $8.17 per common share.

Removed

Subsequent Development

Removed

•In April 2026, completed a residential loan securitization generating approximately $259.8 million of net proceeds to us after deducting expenses associated with the transaction. We utilized the net proceeds to repay approximately $246.4 million on outstanding repurchase agreements related to residential loans.

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The following provides an overview of the allocation of our total equity as of MarchJune 31,30, 2026 and December 31, 2025, respectively. We fund our investing and operating activities with a combination of cash flow from operations, proceeds from common and preferred equity and debt securities offerings, short-term and longer-term repurchase agreements and warehouse facilities and CDOs. A detailed discussion of our liquidity and capital resources is provided in “Liquidity and Capital Resources” elsewhere in this section.

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The following tables set forth our allocated capital at MarchJune 31,30, 2026 and December 31, 2025, respectively (dollar amounts in thousands).

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At MarchJune 31,30, 2026:

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(1)Includes implied fair value of outstanding TBAs of $147.9$664.4 million. TBAs are recorded as derivative instruments in the Company's condensed consolidated financial statements. As of MarchJune 31,30, 2026, our TBAs had a net carrying value of $1.5$1.4 million reported in other liabilitiesassets on the Company's condensed consolidated balance sheets. The net carrying value represents the difference between the implied fair value of the underlying security in the TBA contract and the price to be paid or received for the underlying security (or cost basis).

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The following discussion provides information regarding our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025, including a comparison of year-over-year results and related commentary. A number of the tables contain a “change” column that indicates the amount by which results from the three and six months ended MarchJune 31,30, 2026 are greater or less than the results from the respective period in 2025. Unless otherwise specified, references in this section to increases or decreases in 2026the “three-month period” refer to the change in results for the three months ended MarchJune 31,30, 2026 when compared to the three months ended MarchJune 31,30, 2025 and increases or decreases in the “six-month period” refer to the change in results for the six months ended June 30, 2026 when compared to the six months ended June 30, 2025.

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The following table presents the main components of our net income (loss) for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively (dollar amounts in thousands, except per share data):

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Interest income increased in 2026the three- and six-month periods primarily due to increased investments in Agency RMBS and business purpose rental loans. WeIn 2026, we also recognized additionaltwo full quarters of interest income from residential loans consolidated in connection with the purchase of a Consolidated SLST subordinated bond sincein Marchthe second quarter of 2025. The increase in interest income was partially offset by a decrease in income from business purpose bridge loans due to portfolio runoff since MarchJune 2025. The increase in interest expense in 2026 was due primarily to increases in financing obtained to fund investing and origination activity through repurchase agreements, warehouse facilities and securitizations, the issuance of senior unsecured notes and additional expense related to CDOs consolidated in connection with the aforementioned Consolidated SLST subordinated bond purchased since Marchin 2025.

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The following table presents the components of net loss from real estate for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively (dollar amounts in thousands):

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Both income from real estate and total expenses related to real estate decreased induring 2026the three- and six-month periods due to sales of multi-family real estate assets since MarchJune 2025.

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The following table presents the components of realized losses, net recognized for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively (dollar amounts in thousands):

Added

During the three months ended June 30, 2026, we recognized $13.0 million of net realized losses primarily related to (1) valuation adjustments on foreclosed properties and related receivables, (2) losses on the sale of U.S. Treasury securities, largely offset by realized gains on our derivative instruments, as discussed below, and (3) loss recognized on a Mezzanine Lending investment following a deed-in-lieu foreclosure, which terminated the Company's preferred equity investment. The realized loss on the Mezzanine Lending investment was fully offset by the reversal of previously recognized unrealized loss and is reflected in unrealized (losses) gains, net, as discussed below. During the three months ended June 30, 2025, we recognized $3.8 million of net realized losses primarily related to valuation adjustments on foreclosed properties and losses recognized on the write down of certain investment securities.

Reworded

InDuring 2026,the six months ended June 30, 2026 and 2025, we recognized $10.7$23.6 million and $44.9 million, respectively, of net realized losses, primarily related to valuationthe adjustmentssale of U.S. Treasury securities, losses incurred on foreclosed properties and relatedlosses receivables,recognized discountedon payoffsthe ofwrite certain non-performing business purpose bridge loans as part of ongoing asset resolution efforts, and write-downsdown of certain investment securities.

Removed

Net realized losses in 2025 included losses on the sale of U.S. Treasury securities and losses incurred on foreclosed properties.

Reworded

The following table presents the components of unrealized (losses) gains, net recognized for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively (dollar amounts in thousands):

Reworded

We recognized net unrealized losses in the three and six months ended June 30, 2026 primarily driven by increases in interest rates and wider Agency and credit spreads,rates, which reduced the fair value of our investment securities and residential loans. These impacts were partially offset by unrealized gains on CDOs and corporate debt,CDOs, also reflecting the effects of increases in interest rates.

Reworded

We recognized net unrealized gains in the three and six months ended June 30, 2025 primarily due to a decreasedecreases in interest rates, which impacted the pricing of our investment securities and residential loans. These impacts were partially offset by unrealized gains on CDOs, also reflecting the effects of decreases in interest rates.

Reworded

The following table presents the components of gains (losses) on derivative investments, net for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively (dollar amounts in thousands):

Reworded

We recognized unrealized gains on derivative instruments infor the three and six months ended June 30, 2026 primarily due to increases in interest rates, which resulted in higher valuations of our interest rate swaps, andpartially anoffset increase inby the fair valuereversal of U.S.net Treasuryunrealized futuregains positionson enteredsettlements intoof during the quarter.derivatives. We also recognized net realized gains on contract terminations and net payments received on instruments in 2026,instruments, including realized gains of approximately $48.6 million on the settlement of treasury and commodity futures. We utilize, from time to time, commodity futures and other derivative instruments to manage broader market, geopolitical, interest rate or credit-related risks. We had no$0.3 million in outstanding commodity future positions as of MarchJune 31,30, 2026.

Reworded

Net losses on derivative instruments in the three and six months ended June 30, 2025 were primarily due to decreases in interest rates which resulted in lower valuations of our interest rate swaps. This was partially offset by gains realized on contract terminations and net payments received on instruments in 2025.

Reworded

The following table presents the components of mortgage banking activities, net for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively (dollar amounts in thousands):

Reworded

The increase in mortgage banking activities duringin the periodthree- and six-month periods reflects the inclusion of Constructive's results following its consolidation in the third quarter of 2025.

Reworded

(Loss) Income from Equity Investments

Reworded

The following table presents the components of (loss) income from equity investments for the three and six months ended MarchJune 31,30, 2026 and 2025, respectively (dollar amounts in thousands):

Reworded

The decreasechanges in (loss) income from equity investments induring 2026the wasthree- and six-month periods were primarily due to (1) a reduction in our share of incomeloss from our equity investment in Constructive, following its consolidation in our financial statements in the third quarter of 2025 and2025, (2) lower preferred return and unrealized gain (loss) activityincome on Mezzanine Lending investments accounted for as equity as a result of redemptions that have occurred since MarchJune 31,30, 2025 and a decline in fair value of Mezzanine Lending investments as compared to unrealized gains in 2025 and (3) a reduction in losses from unconsolidated joint venture investments that were disposed in 2025.

Showing the first 60 of 163 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

ADAM insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-06-10Clement Michael B.
Director
Option exercise 18,678— —101,309 SEC

Well-known investors holding ADAM (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
AQR Capital Management (Cliff Asness) COM2026-06-30275,924$2.6M0.0%Added 22%
Citadel Advisors (Ken Griffin) COM2026-06-30110,265$1.0M0.0%New position
Renaissance Technologies COM2026-06-3064,750$476.6K—Sold out
Two Sigma Investments COM2026-06-3048,821$457.9K0.0%Reduced 71%
D. E. Shaw & Co. COM2026-06-3027,533$258.3K0.0%Added 40%
Millennium Management (Israel Englander) COM2026-06-3013,524$126.9K0.0%Reduced 1%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

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