ADAMAS TRUST, INC.

Regulatory Filings • Nov 17, 2021

FWP 1 tm2132930d3_fwp.htm FWP

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to the Preliminary Prospectus Supplement, dated November 17, 2021 to Prospectus, dated August 6, 2021 Registration Statement No. 333-258589

NEW YORK MORTGAGE TRUST, INC. 7.000% Series G Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share)

Final Pricing Term Sheet November 17, 2021

Issuer:	New York Mortgage Trust, Inc.
Securities Offered:	7.000% Series G Cumulative Redeemable Preferred Stock
Shares Offered:	3,000,000 shares
Over-Allotment Option:	450,000 shares
Trade Date:	November 17, 2021
Settlement and Delivery Date:	November 24, 2021 (T + 5)
Public Offering Price:	$25.00 liquidation preference per share; $75,000,000.00 in aggregate liquidation preference (assuming the over-allotment option is not exercised)
Underwriting Discount:	$0.7875 per share; $2,362,500.00 total (assuming
the over-allotment option is not exercised)
Net Proceeds to the Issuer, Before Expenses:	$24.2125 per share; $72,637,500.00 total (assuming
the over-allotment option is not exercised)
Dividend Rate:	7.000% per annum of the $25.00 per share liquidation
preference (equivalent to $1.75 per annum per share)
Dividend Payment Date:	Quarterly cumulative dividends in arrears on
the 15th day of each January, April, July and October, when and as authorized and declared, provided that if any dividend payment
date is not a business day, then the dividend which would otherwise have been payable on that dividend payment date will instead
be paid on the immediately succeeding business day. The first dividend is scheduled to be payable on January 15, 2022 (short
first dividend period) in the amount of $0.24792 per share and will be paid to the persons who are the holders of record of the Series G
Preferred Stock at the close of business on the corresponding record date

Field: Page; Sequence: 1

Field: /Page

Dividend Record Date:	The first day of the calendar month (whether or not a business day) in which the applicable payment date falls; the first dividend record date will be January 1, 2022
Liquidation Preference:	$25.00 per share
Optional Redemption Date:	January 15, 2027
Conversion Rights:	Share Cap : 12.16545 Exchange Cap : Subject to certain adjustments, the aggregate
number of shares of the Issuer’s common stock (or equivalent Alternative Conversion Consideration, as applicable) issuable or deliverable,
as applicable, in connection with the exercise of the Change of Control Conversion Right will not exceed the product of the Share Cap
times the aggregate number of shares of the Series G Preferred Stock issued and outstanding at the Change of Control Conversion Date
(or equivalent Alternative Conversion Consideration, as applicable). If the Common Stock Price is less than $2.055 (which is 50% of the
per share closing price of our common stock reported on the Nasdaq Global Select Market on November 16, 2021), subject to adjustment
in certain circumstances, the holders of the Series G Preferred Stock will receive a maximum of 12.16545 shares of our common stock
per share of Series G Preferred Stock.
Proposed Nasdaq Global Select Market Listing Symbol:	NYMTZ
CUSIP:	649604857
ISIN:	US6496048579

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

Joint Book-Running Managers:	Morgan Stanley & Co. LLC J.P. Morgan Securities LLC UBS Securities LLC Wells Fargo Securities, LLC Keefe, Bruyette & Woods, Inc.
Co-Manager:	B. Riley Securities, Inc.

The issuer has filed a registration statement (including a base prospectus dated August 6, 2021) and a preliminary prospectus supplement, dated November 17, 2021, with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the base prospectus in that registration statement and the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the base prospectus and related preliminary prospectus supplement if you request them from Morgan Stanley & Co. LLC by calling toll-free (800) 584-6837 or by email at prospectus@morganstanley.com, J.P. Morgan Securities LLC by calling collect (212) 834-4533, UBS Securities LLC by calling toll-free (888) 827-7275, Wells Fargo Securities, LLC by calling toll-free (800) 645-3751 or Keefe, Bruyette & Woods, Inc. by calling toll-free (800) 966-1559.

Field: Page; Sequence: 3; Options: Last

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page