NEW YORK MORTGAGE TRUST INC

Proposal Roadmap

The following proposals will be voted on at the Annual Meeting of Stockholders:

How to Vote Your Shares

Your vote is important, and we urge you to cast your vote as soon as possible. You may vote through the internet, by telephone, by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee), or online during the Annual Meeting. For additional information regarding voting, refer to the section of this proxy statement captioned"Voting".

NYMT at a Glance

New York Mortgage Trust, Inc. (NASDAQ: NYMT)is an internally-managed real estate investment trust (“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.

(1)Market Capitalization represents the outstanding shares of common stock and preferred stock multiplied by closing common stock and preferred stock market price as of the date indicated.

(2)Data as of December 31, 2023.

2023 Company Key Developments(1)

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. To accomplish this, we focus on (i) our core portfolio strengths of single-family and multi-family residential assets and (ii) maintaining a balanced and diverse funding mix to finance our assets and operations.

After curtailing investment activity in 2022 due to concerns over market distress caused by interest rate increases, we shifted our focus back to growing our portfolio in 2023, particularly in Agency RMBS and short duration residential loans. Our strategy continues to focus on asset management to increase the pace of resolutions across the portfolio together with prudent portfolio growth while preserving liquidity to execute on other asset deployment opportunities. Set forth below are key Company developments from 2023:

(1)Unless otherwise stated, the measures used herein refer to our results as of or for the year ended December 31, 2023.

(2)Company recourse leverage ratio represents the Company's total outstanding recourse repurchase agreement financing, subordinated debentures and senior unsecured notes divided by the Company’s total stockholders’ equity. Portfolio recourse leverage ratio represents the Company's outstanding recourse repurchase agreement financing divided by the Company's total stockholders' equity.

Stockholder Engagement and Say-On-Pay

Executive Compensation Highlights

The Compensation Committee of our Board of Directors is committed to reviewing our executive compensation program on a regular basis and making changes based on the current market compensation practices, governance trends, and the results of the advisory vote to approve our named executive officer ("NEO") compensation, amongst other factors. The following highlights certain key features of our 2023 executive compensation program: