SCHEDULE 13D: Howard Amster and Affiliates Disclose 5.7% Stake in New York Mortgage Trust, Signaling Potential Engagement

Howard Amster and a group of affiliated entities have disclosed a collective beneficial ownership of 5.7% in New York Mortgage Trust, Inc., acquired for investment purposes with potential for future strategic engagement.

Summary

• Howard Amster and a group of 21 affiliated entities and trusts (the "Reporting Persons") have filed a Schedule 13D, disclosing their aggregate beneficial ownership in New York Mortgage Trust, Inc.
• As of February 26, 2025, the Reporting Persons collectively beneficially own 5,118,385 shares of New York Mortgage Trust, Inc. common stock.
• This aggregate ownership represents 5.7% of the Issuer's common stock outstanding, based on 90,567,445 shares as of February 14, 2025.
• The total investment made by the Reporting Persons to acquire these shares amounts to $33,914,668.19.
• The shares were acquired for investment purposes, using personal funds and working capital, with some purchases potentially effected through margin accounts.
• Recent purchases within the last 60 days include 11,816 shares by Pleasant Lake Apartments LP on January 22, 2025, at $5.94 per share; 10,000 shares by Pleasant Lake Skoien Investments LLC on January 22, 2025, at $5.98 per share; 25,000 shares by Howard Amster on January 23, 2025, at $5.95 per share; and a significant purchase of 600,000 shares by Howard Amster on February 20, 2025, at $6.13 per share.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as a significant investor has taken a substantial stake for 'investment purposes,' implying confidence. However, the stated potential for future engagement, including proposals for business combinations or operational changes, introduces an element of uncertainty or potential for activist pressure, which could be viewed neutrally or with slight caution depending on the perspective.

Positives

• A significant investor, Howard Amster, has taken a substantial 5.7% stake, indicating confidence in New York Mortgage Trust, Inc. as an investment.
• The stated purpose of the investment is for 'investment purposes,' suggesting a long-term view.
• The Reporting Persons may engage in discussions with management and the Board of Directors, potentially leading to suggestions for improving the Issuer's financial and/or operational performance.

Negatives

• The filing indicates the Reporting Persons may, at their discretion, sell some or all of their shares, engage in short selling, or other hedging transactions, which could introduce selling pressure.
• The investor group explicitly states they may seek changes to the Issuer's business or corporate structure, which could lead to uncertainty or conflict if not aligned with current management's strategy.

Risks

• The Reporting Persons may modify their investment intentions, potentially leading to significant sales of common stock in the open market, privately negotiated transactions, or otherwise.
• There is a risk of potential activist engagement, as the Reporting Persons may engage in communications with management and the Board of Directors, discussions with other stockholders, and propose business combinations or dispositions.
• The investor group may propose changes to the Issuer's financial and/or operational performance, capitalization, or dividend policy, which could disrupt current corporate strategy.
• The use of margin accounts for purchases introduces leverage risk for the Reporting Persons, which could indirectly impact their holding strategy.

Future Outlook

The Reporting Persons acquired the shares for investment purposes and currently have no present intention to dispose of them. However, they may modify their intentions, purchase additional shares, sell existing shares, or engage in hedging transactions. They also intend to review their investment continuously and may engage in communications with the Issuer's management and Board of Directors, and other stockholders, to discuss potential business combinations, dispositions, or strategies to improve the Issuer's financial and operational performance.

Industry Context

This Schedule 13D filing indicates a significant stake taken by an individual investor and associated entities in a publicly traded mortgage REIT. Such filings are common for investors accumulating a substantial position, often preceding potential engagement with company management or strategic proposals. The filing itself does not provide broader industry trends but highlights investor interest in the mortgage trust sector.

Corporate Governance

Legal Proceedings

• None of the Reporting Persons or their executive officers, directors, or control persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• No Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction in the last five years that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Related Party Transactions

• The filing is a joint statement by Howard Amster and 21 affiliated entities and trusts, who may be deemed a group under Section 13(d)(3) of the Securities Exchange Act of 1934. An agreement among these Reporting Persons for joint filing is attached as Exhibit 99.1.

Stakeholder Impact

• Shareholders: The significant stake and potential for activist engagement could influence future share price, corporate strategy, and dividend policy. The possibility of large-scale sales or hedging activities by the Reporting Persons could also impact share liquidity and price.
• Management and Board of Directors: The Reporting Persons' stated intent to engage with management and the Board could lead to strategic discussions, potential pressure for operational or financial changes, or even proposals for changes in corporate structure.
• Employees, Customers, Suppliers, Creditors: While not directly addressed, any significant strategic shifts or business combinations resulting from shareholder engagement could indirectly impact these stakeholders.

Next Steps

• The Reporting Persons will continue to review their investment in New York Mortgage Trust, Inc. on an ongoing basis.
• Depending on various factors, they may purchase additional shares of common stock.
• They may sell some or all of their shares of common stock.
• They may engage in short selling or hedging/derivative transactions with respect to the common stock.
• They may engage in communications with the Issuer's management and Board of Directors.
• They may engage in discussions with other stockholders and third parties about the Issuer, including potential business combinations and dispositions.
• They may suggest improvements for the Issuer's financial and/or operational performance.

Key Dates

Keywords

New York Mortgage Trust, Howard Amster, Schedule 13D, beneficial ownership, investment, common stock, real estate investment trust, REIT, shareholder activism, corporate governance