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Form 424B5 NEW YORK MORTGAGE TRUST

Filed in accordance with Rule 424 (b) (5)

Registration number 333-258589

Subject to completion
Preliminary prospectus supplement, dated November 17, 2021

PROSPECTUS SUPPLEMENT (To the Prospectus of August 6, 2021)

Actions

% Cumulative Redeemable Preferred Shares Series G (liquidation preference $ 25.00 per share)

New York Mortgage Trust, Inc., a Maryland company, offers to the public Cumulative Redeemable Preferred Shares Series G, with a par value of $ 0.01 per share, which we refer to in this prospectus supplement as the Preferred Shares. Series G. This is an original issue of Series G Preferred Shares. Holders of Series G Preferred Shares will be entitled to receive cumulative cash dividends from and including the due date. initial issue at a rate equal to% per annum of the liquidation preference of $ 25.00 per share (equivalent to $ per year per share). Dividends will be payable quarterly in arrears on or about January 15, April, July and October of each year, date and as declared, from January 15, 2022 (short first dividend period). Dividends will accrue and be cumulative from and including the date of initial issue of the Series G Preferred Shares.

The Series G preferred shares are not redeemable by us until January 15, 2027, except in circumstances where it is necessary to preserve our qualification as a real estate investment trust (“REIT”) for income tax purposes. US federal income and except as described below in the event of a change of control (as defined herein). Effective January 15, 2027, we may, at our option, upon notice of at least 30 days and more than 60 days and subject to certain procedural requirements, redeem any or all of the Series G Preferred Shares for ‘money at a redemption price of $ 25.00 per share, plus any accrued and unpaid dividends (whether or not authorized or declared) up to, but excluding, the redemption date, without interest. In addition, in the event of a change of control, we may, at our option, upon notice of at least 30 days and more than 60 days and subject to certain procedural requirements, redeem any or all of the Series G Preferred Shares. within 120 days from the first date on which such a change in control occurs, in cash at a redemption price of $ 25.00 per share, plus all accrued and unpaid dividends (whether or not not authorized or declared) for, but excluding, the redemption date, without interest. The Series G preferred shares have no declared maturity, are not subject to any sinking fund or squeeze-out, and will remain outstanding indefinitely unless they are redeemed or redeemed by us or converted into shares of our common shares, with a par value of $ 0.01 per share, in connection with a change of control by the holders of preferred shares of series G.

In the event of a change of control, each holder of the Series G Preferred Shares will be entitled (subject to our election to redeem the Series G Preferred Shares in whole or in part, as described above, prior to the Conversion Date. change of control (as defined herein)) to convert all or part of the Series G preferred shares held by such holder on the date of conversion of the change of control into a number of shares of our common shares per share of ” Series G preferred shares equal to the lesser of:


the quotient obtained by dividing (i) the sum of the liquidation preference of $ 25.00 per share of the Series G preferred shares plus the amount of all accrued and unpaid dividends (whether or not authorized or declared) to , but to the exclusion, the change of control Conversion date (unless the conversion date of the change of control is after a dividend registration date (as defined herein) and before the date of payment of the corresponding dividend (as defined herein) for the Series G preferred shares, in which case no additional amount for such accrued shares and unpaid dividends will be included in such sum) by (ii) the price of the common share (as defined herein); and


         (the “Share Capacity”), subject to certain adjustments, as explained herein;

in each case, on the terms and subject to the conditions described in this Prospectus Supplement, including provisions relating to the receipt, in specified circumstances, of another consideration as described in this Prospectus Supplement.

There is currently no market for the Series G Preferred Shares. We have applied to list the Series G Preferred Shares on the Nasdaq Global Select Market under the symbol “NYMTZ”. If the application is approved, trading of the Series G preferred shares on the Nasdaq Global Select Market is expected to commence within 30 days of the date of the initial issue of the Series G preferred shares. Our common shares are traded on the Nasdaq Global Select. Market under the symbol “NYMT”.

There are restrictions on the transfer and ownership of the Series G Preferred Shares intended to preserve our qualification as a REIT for US federal income tax purposes. Please see the sections entitled “Description of the Series G Preferred Shares – Transfer and Ownership Restrictions” in this Prospectus Supplement and “Description of the Common Shares – Ownership and Transfer Restrictions” in the accompanying prospectus. . In addition, except in the limited circumstances described in this Prospectus Supplement, holders of Series G Preferred Shares are generally not entitled to vote.

Investing in the Series G Preferred Shares involves a high degree of risk. See “Risk Factors” beginning on page C-14 of this Prospectus Supplement and in the documents incorporated by reference into this Prospectus Supplement and the accompanying Prospectus.

Per share

Total(1)

Public Prize

$       $      

Subscription discounts and commissions

$ $

Product to us (before expenses)

$ $

(1)

Assumes no exercise of the option of the underwriters to purchase additional shares as described below.

Neither the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved such securities or determined whether this Prospectus Supplement or the accompanying prospectus to which it relates is true or full. Any statement to the contrary is a criminal offense.

The Underwriters have the option of purchasing a maximum of additional shares of our Series G Preferred Shares only to cover excess allotments, if any, on the same terms and conditions set out above within 30 days of the date. of this prospectus supplement.

Delivery of the Series G Preferred Shares will be made on or about November 2021, only in book-entry form through The Depository Trust Company.

Joint bookkeepers

Morgan stanley

JP Morgan

UBS Investment Bank

Wells Fargo Securities

Keefe, Bruyette & Woods

A Stifel company

B. Riley Securities

The date of this prospectus supplement is November 2021.