PMT on NYSE

PennyMac Mortgage Investment Trust

PennyMac Mortgage Investment Trust is an American real estate investment trust based in Baltimore, active since 2009.2 Its shares trade on NYSE under the symbol PMT.2

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Last updated Oct 21, 2026.

Overview

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  • TickerPMT on NYSE2
  • IndustryReal Estate Investment Trusts2
  • HeadquartersBaltimore, United States2
  • Incorporated inMD3
  • Business address3043 Townsgate Road, Westlake Village, Ca 913613
  • Filer categoryLarge accelerated filer3
  • Legal formStock Corporation2
  • LEI549300BSSOQO1ZWDUJ972
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressC/O THE CORPORATION TRUST, INCORPORATED, 21093-2264 Baltimore, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D130550412

Our ability to predict results or the actual effect of future events, actions, plans or strategies is inherently uncertain. Although we believe that the expectations reflected in such forward-looking statements are based on reasonable assumptions, our actual results and performance could differ materially from those set forth in the forward-looking statements. There are a number of factors, many of which are beyond our control that could cause actual results to differ significantly from management’s expectations. Some of these factors are discussed below.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

41.6%Net margin7
-8.0%Revenue growth, 20257
6.8%Return on equity7
0.58×Debt to equity8

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs47¢$145.5M
  • Income tax11¢$34.1M
  • Profit42¢$127.9M

Out of $307.5M in revenue.7

Financial statements

Revenue97$307.5M in 2025+1% since 2022
0$200.0M$400.0M$600.0M2022: $303.8M$303.8M20222023: $429.0M$429.0M2023+41%2024: $334.2M$334.2M2024−22%2025: $307.5M$307.5M2025−8%
Net income97$127.9M in 2025
-$100.0M0$100.0M$200.0M2022: -$73.3M-$73.3M20222023: $199.7M$199.7M20232024: $161.0M$161.0M2024−19%2025: $127.9M$127.9M2025−21%

Every line of the income statement as filed: the last 3 fiscal years, latest first.7

Period ending2025-12-312024-12-312023-12-31
Contractually specified$608.0M$644.6M$659.4M
Other$17.4M$14.7M$17.0M
Net mortgage loan servicing fees$625.5M$659.4M$676.4M
Change in fair value of mortgage servicing rights-$413.7M-$170.4M-$296.8M
Mortgage servicing rights hedging results-$172.9M-$226.6M-$92.8M
Net servicing fees from non-affiliates$48.9M$264.5M$288.6M
Net gains on loans held for sale at fair value:$52.2M$73.1M$39.9M
Loan origination fees$12.5M$15.1M$18.2M
Net gains on investments and financings$213.1M$61.0M$178.1M
Interest income$850.9M$635.3M$639.9M
Interest expense$870.4M$714.7M$736.0M
Net interest expense-$19.5M-$79.4M-$96.1M
Results of real estate acquired in settlement of loans-$64.0K-$437.0K-$186.0K
Other$243.0K$228.0K$472.0K
Net investment income$307.5M$334.2M$429.0M
Professional services$37.8M$12.8M$7.6M
Compensation$11.9M$5.6M$7.1M
Loan collection and liquidation$8.3M$6.8M$4.6M
Safekeeping$4.6M$4.4M$3.8M
Loan origination$2.3M$3.3M$4.6M
Other$12.9M$20.4M$19.0M
Total expenses$213.6M$191.5M$184.6M
Income before (benefit from) provision for income taxes$93.8M$142.6M$244.4M
(Benefit from) provision for income taxes-$34.1M-$18.3M$44.7M
Net Income (Loss)$127.9M$161.0M$199.7M
Dividends on preferred shares of beneficial interest$41.8M$41.8M$41.8M
Net income attributable to common shareholders$86.1M$119.2M$157.8M
Basic$0.99$1.37$1.80
Diluted$0.99$1.37$1.63
Basic87.0M shares86.8M shares87.4M shares
Diluted87.0M shares86.8M shares111.7M shares

Compare PennyMac Mortgage Investment Trust with another company

Corporate structure

PennyMac Mortgage Investment Trust sits at the top of its group. 10 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of PennyMac Mortgage Investment Trust

  • PennyMac Mortgage Investment Trust Baltimore, Maryland, United States
    • PENNYMAC OPERATING PARTNERSHIP, L.P. Westlake Village, California, United States
      • PENNYMAC CORP. Westlake Village, California, United States
        • COPPER SECURITIES HOLDING, LLC Subsidiary · Westlake Village, California, United States
      • PENNYMAC HOLDINGS, LLC Subsidiary · Westlake Village, California, United States
        • FUGIO SECURITIES HOLDING, LLC Subsidiary · Westlake Village, California, United States
    • Copper Securities Holding, LLC Subsidiary · Delaware, United States
    • Fugio Securities Holding, LLC Subsidiary · Delaware, United States
    • PennyMac Corp. Subsidiary · Delaware, United States
    • PennyMac Holdings, LLC Subsidiary · Delaware, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What PennyMac Mortgage Investment Trust reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

ItemLatestA year beforeChange
Marketable securities, current$190.5M7 Dec 31, 2025$103.2M7 Dec 31, 2024+84.6%

Properties, in its own words

We do not own or lease any property. Our operations are carried out on our behalf at the principal executive offices of our Manager, at 3043 Townsgate Road, Westlake Village, California, 91361.

Item 2 of the 10-K filed Feb 18, 2026.6

Leadership

Who has led PennyMac Mortgage Investment Trust, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (31)

Subsidiaries and ownership

Also consolidated

Subsidiaries (Exhibit 21)

Ownership links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); each one cites its LEI record. The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Jul 29, 20268-K Results of operations50
  2. Jun 16, 20268-K Executive or director change; Shareholder vote51
  3. May 5, 20268-K Results of operations52
  4. Jan 29, 20268-K Results of operations53
  5. Dec 22, 20258-K New debt or obligation54
  6. Dec 16, 20258-K New debt or obligation55
  7. Oct 21, 20258-K Results of operations56
  8. Jul 22, 20258-K Results of operations57
  9. Jun 25, 20258-K Shareholder vote58
  10. Jun 10, 20258-K Entered a material agreement; New debt or obligation; Other events59
  11. Apr 22, 20258-K Results of operations60
  12. Feb 11, 20258-K Entered a material agreement; New debt or obligation; Other events61
  13. Feb 27, 2017New chief executive David Spector becomes CEO14
  14. Aug 5, 2009New chief executive Stanford L. Kurland becomes CEO15
  15. May 18, 2009Founded PennyMac Mortgage Investment Trust is founded2

Calendar

Coming up

  1. Oct 29, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.55 a share, on Oct 21, 2025.62

When it reported results

  1. Jul 29, 2026Reported quarterly or annual results50
  2. May 5, 2026Reported quarterly or annual results52
  3. Jan 29, 2026Reported quarterly or annual results53
  4. Oct 21, 2025Reported quarterly or annual results56
  5. Jul 22, 2025Reported quarterly or annual results57
  6. Apr 22, 2025Reported quarterly or annual results60
  7. Jan 30, 2025Reported quarterly or annual results63
  8. Oct 22, 2024Reported quarterly or annual results64

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

346 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 50 major events, 204 insider forms, 17 large holders, 55 other. The latest 20:

  1. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  2. Oct 1, 2026144 EDGAR
  3. Sep 2, 20264 PRIMARY DOCUMENT EDGAR
  4. Sep 1, 2026144 EDGAR
  5. Aug 4, 20264 PRIMARY DOCUMENT EDGAR
  6. Aug 4, 202610-Q EDGAR
  7. Aug 3, 2026144 EDGAR
  8. Jul 29, 20268-K EDGAR
  9. Jun 17, 20263 PRIMARY DOCUMENT EDGAR
  10. Jun 16, 20268-K EDGAR
  11. May 5, 202610-Q EDGAR
  12. May 5, 20268-K EDGAR
  13. Apr 30, 2026SCHEDULE 13G EDGAR
  14. Apr 29, 2026SCHEDULE 13G EDGAR
  15. Apr 21, 2026ARS EDGAR
  16. Apr 21, 2026DEFA14A EDGAR
  17. Apr 21, 2026DEF 14A EDGAR
  18. Mar 27, 2026SCHEDULE 13G/A EDGAR
  19. Mar 19, 20263 PRIMARY DOCUMENT EDGAR
  20. Mar 19, 20263 PRIMARY DOCUMENT EDGAR

The 346 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

50 open-market trades by officers, directors and large owners since October 2021: 27 buys and 23 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 1, 2026Hendry Gregory LChief Accounting OfficerSale2,444$9.27$22.7KForm 4
Aug 3, 2026Hendry Gregory LChief Accounting OfficerSale2,444$9.37$22.9KForm 4
Jan 23, 2026Lynch Catherine A.DirectorBuy1,451$13.24$19.2KForm 4
Nov 17, 2025SPECTOR DAVIDChairman and CEOBuy10,000$12.40$124.0KForm 4
Oct 24, 2025Lynch Catherine A.DirectorBuy1,470$12.67$18.6KForm 4
Sep 22, 2025Lynch Catherine A.DirectorBuy2,823$12.02$33.9KForm 4
Jul 25, 2025Lynch Catherine A.DirectorBuy1,366$12.41$17.0KForm 4
Apr 25, 2025Lynch Catherine A.DirectorBuy1,268$12.06$15.3KForm 4
Apr 24, 2025Lynch Catherine A.DirectorBuy2,878$12.15$35.0KForm 4
Mar 5, 2025Jones DougDirector, President & CMBOSale14,530$14.50$210.7KForm 4
Jan 24, 2025Lynch Catherine A.DirectorBuy949$12.54$11.9KForm 4
Oct 25, 2024Lynch Catherine A.DirectorBuy838$13.81$11.6KForm 4
Sep 3, 2024Jones DougDirector, President & CMBOSale37,010$14.01$518.5KForm 4
Aug 8, 2024Lynch Catherine A.DirectorBuy950$13.30$12.6KForm 4
Jul 29, 2024Lynch Catherine A.DirectorBuy1,172$13.64$16.0KForm 4
Jul 26, 2024Lynch Catherine A.DirectorBuy757$13.76$10.4KForm 4
Apr 26, 2024Lynch Catherine A.DirectorBuy715$14.19$10.1KForm 4
Mar 11, 2024Jones DougDirector, President & CMBOSale7,810$14.34$112.0KForm 4
Mar 4, 2024Preston Paul DuFauchard, Jr.DirectorSale4,961$14.02$69.6KForm 4
Mar 1, 2024Carnahan Scott W.DirectorSale8,058$14.20$114.4KForm 4

All 50 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025David A. Spector63$1.5M$12.7M71
2025Doug Jones69$1.3M$7.5M71
2025Daniel S. Perotti45$500.0K$3.9M71
2025Derek W. Stark58$400.0K$2.6M71

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.14,569,469$164.3M0.0%+713,037
Vanguard Portfolio Management LLC5,035,834$56.8M0.0%+84,214
Vanguard Capital Management LLC3,840,860$43.3M0.0%+28,532
State Street Corp3,547,189$40.0M0.0%+164,917
Invesco Ltd.3,062,070$34.5M0.0%+867,573
Geode Capital Management, LLC2,298,199$25.9M0.0%+84,851
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.1,709,618$19.3M0.0%+51,493
Citadel Advisors LLC1,672,282$18.9M0.0%+795,047
Charles Schwab Investment Management Inc1,464,731$16.5M0.0%+9,913
Boston Partners1,384,525$15.3M0.0%−50,657
Morgan Stanley1,319,753$14.9M0.0%+216,773
Jpmorgan Chase & Co1,289,962$14.2M0.0%+425,141
Northern Trust Corp928,745$10.5M0.0%+4,542
Millennium Management LLC793,352$8.9M0.0%+545,841
Van Eck Associates Corp734,244$8.3M0.0%−21,669
First Trust Advisors LP635,796$7.2M0.0%+227,011
Vanguard Fiduciary Trust Co580,288$6.5M0.0%+22,629
Dana Investment Advisors, Inc.573,022$6.5M0.2%−9,412
EMG Holdings, L.P.572,080$6.5M10.8%New
Allianz Asset Management GmbH558,162$6.3M0.0%+258
Bank of New York Mellon Corp544,097$6.1M0.0%−44,447
Principal Financial Group Inc422,076$4.8M0.0%−897
Citigroup Inc407,487$4.6M0.0%+97,449
Bank Of America Corp /de/403,322$4.5M0.0%−9,190
UBS Group AG396,300$4.5M0.0%+165,484

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How PennyMac Mortgage Investment Trust is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPennyMac Mortgage Investment Trust1
  • CIK0001464423
  • Employer ID (EIN)27-01862736
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
  • Incorporated inMaryland6
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address3043 Townsgate Road, Westlake Village, CA 913611
  • Phone(818) 224-74421
  • Shares outstanding87,202,362 as of Jul 31, 202672
  • Public float$796.8M as of Jun 30, 20256
  • AuditorDeloitte & Touche LLP, Los Angeles, California PCAOB ID 34; it also attests to the company’s internal control over financial reporting6
  • On EDGAR sinceMay 22, 20091
  • Filings1,262 in all: 4 (643), 8-K (244), SC 13G/A (52), 10-Q (51), 424B5 (37), 3 (36), SC 13G (19), UPLOAD (19)1
    All 36 form types

    10-K (17), DEF 14A (17), 144 (15), 5 (15), DEFA14A (14), CORRESP (13), 8-A12B (7), FWP (7), S-3ASR (6), CT ORDER (5), 3/A (4), 8-K/A (4), ARS (4), CERT (4), S-11/A (4), 4/A (3), CERTNYS (3), S-3/A (3), S-8 (3), EFFECT (2), POSASR (2), SCHEDULE 13G (2), SCHEDULE 13G/A (2), 10-K/A (1), 424B4 (1), 424B7 (1), S-11 (1), S-3 (1)

  • Latest filingsAnnual report (10-K) Feb 18, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 21, 2026
    Latest 8-K (8-K) Jul 29, 2026

Securities registered for trading

ClassSymbolExchange
Common Shares of Beneficial Interest, $0.01 Par ValuePMTNew York Stock Exchange
8.125% Series A Cumulative Redeemable PreferredPMT/PRANew York Stock Exchange
8.00% Series B Cumulative Redeemable PreferredPMT/PRBNew York Stock Exchange
6.75% Series C Cumulative Redeemable PreferredPMT/PRCNew York Stock Exchange
8.50% Senior Notes Due September 2028PMTUNew York Stock Exchange
9.00% Senior Notes Due February 2030PMTVNew York Stock Exchange
9.00% Senior Notes Due June 2030PMTWNew York Stock Exchange

From the cover page of the 10-K filed Feb 18, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks PennyMac Mortgage Investment Trust names in Item 1A of its 10-K filed Feb 18, 2026: 74 risks under these headings, as written.6

  • Risks Related to Our Business
  • Interest rate fluctuations could significantly decrease our results of operations and cash flows and the fair value of our investments.
  • Our investments are highly dependent on macroeconomic, real estate, mortgage and financial market conditions that could materially and adversely affect our business, financial condition, liquidity and results of operations.
  • Rising homeownership costs may negatively impact housing affordability and increase mortgage delinquencies, defaults, and foreclosures.
  • A disruption in our correspondent production activities or the MBS market could materially and adversely affect our business, financial condition, liquidity and results of operations.
  • We and/or PLS are required to have various Agency approvals and state licenses to conduct our business and failure to maintain our licenses could materially and adversely impact our business, financial condition, liquidity, and results of operations.
  • Our or PLS’ inability to meet certain net worth and liquidity requirements imposed by the Agencies could have a material adverse effect on our business, financial condition, liquidity and results of operation.
  • We have a substantial amount of indebtedness, which may limit our financial and operating activities, expose us to substantial increases in costs due to interest rate fluctuations, expose us to the risk of default under our debt obligations and adversely affect our ability to incur additional debt to fund future needs.
  • From time to time we may be affected by general economic conditions, industry trends, performance and many other factors outside our control.
  • We finance our investments with borrowings, which may materially and adversely affect our return on our investments and may reduce cash available for distribution to our shareholders.
  • Our financing agreements contain financial and restrictive covenants that could adversely affect our financial condition and our ability to operate our businesses.
  • We may not be able to raise the debt or equity capital required to finance our assets or grow our business.
The other 63 risks
  • We may engage in mortgage loan securitizations that could adversely affect our business, financial condition, liquidity and results of operations.
  • We operate in a highly regulated industry and the continually changing federal, state and local laws and regulations could materially and adversely affect our business, financial condition, liquidity and results of operations.
  • Existing new rules and regulations by federal and state regulators could result in enforcement actions, fines, penalties and reputational harm.
  • We are highly dependent on U.S. government-sponsored entities and government agencies, and any organizational or pricing changes at such entities or their regulators could materially and adversely affect our business, liquidity, financial condition and results of operations.
  • Failures at financial institutions at which we deposit funds or maintain investments could adversely affect us.
  • We are subject to risks associated with the discontinuation of LIBOR, including its impact on our Series A Preferred Shares and Series B Preferred Shares.
  • We are subject to market risk and declines in credit quality and changes in credit spreads, which may adversely affect investment income and cause realized and unrealized losses.
  • Hedging against interest rate exposure may materially and adversely affect our business, financial condition, liquidity, results of operations and cash flows.
  • Our correspondent production activities could subject us to increased risk of loss that could adversely affect our business, financial condition, liquidity and results of operations.
  • Our correspondent production activities depend, in part, upon PLS’ and PFSI’s ability to adapt to and implement technological changes and to successfully develop, implement and protect their proprietary technology.
  • Cybersecurity risks, cyber incidents and technology failures may adversely affect our and our Manager’s business by causing a disruption to our or our Manager’s operations, a compromise or corruption of our or our Manager’s confidential information or personal customer information, and/or damage to our or our Manager’s business relationships, all of which could negatively impact our financial results.
  • Technology disruptions or failures, including a failure in our and our Manager’s information systems or those of third parties with whom we or our Manager does business, could disrupt our or our Manager’s business, cause legal or reputational harm and adversely impact our results of operations and financial condition.
  • Our and our Manager’s services rely on software and services from third-party vendors and if any of these services became unavailable or unreliable, it could adversely affect the quality and timeliness of services and adversely impact our results of operations and financial condition.
  • The development, proliferation and use of artificial intelligence could give rise to legal and/or regulatory action, damage our and our Manager’s reputation or otherwise materially harm our and our Manager’s business.
  • The collection, processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulations and conflicting legal requirements.
  • Risks Related to Our Investments
  • Our retention of credit risk underlying loans is inherently uncertain and exposes us to a risk of loss.
  • The loans in which we invest subject us to costs and losses arising from delinquency and foreclosure, as well as the risks associated with residential real estate and residential real estate-related investments, any of which could result in losses to us.
  • Our ownership of mortgage servicing rights exposes us to significant prepayment, delinquency, interest rate and regulatory risks.
  • Failure to service loans according to various Servicing Guidelines and other contractual requirements may result in the termination of our servicing agreement and MSRs, which could adversely affect our business, financial condition, liquidity and results of operations.
  • We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances, which could adversely affect our business, financial condition, liquidity, results of operations and ability to make distributions to our shareholders.
  • We may change our investment strategies and policies without shareholder consent, and this may materially and adversely affect the market value of our Common Shares and our ability to make distributions to our shareholders.
  • Investments in subordinate loans and mortgage securities could subject us to increased risk of losses.
  • Climate change, adverse weather conditions, man-made or natural disasters, pandemics, wars and armed conflicts, terrorist attacks, and other long term physical and environmental changes and conditions could adversely impact properties that we own or that collateralize loans we own or service.
  • Many of our investments are unrated or, where any credit ratings are assigned to our investments, they will be subject to ongoing evaluations and revisions and we can provide no assurance that those ratings will not be downgraded.
  • We may be materially and adversely affected by risks affecting borrowers or the asset or property types in which our investments may be concentrated at any given time, as well as from unfavorable changes in the related geographic regions.
  • Many of our investments are illiquid and we may not be able to adjust our portfolio in response to changes in economic and other conditions.
  • Fair values of many of our investments are estimates and the realization of reduced values from our recorded estimates may materially and adversely affect periodic reported results and credit availability, which may reduce earnings and, in turn, cash available for distribution to our shareholders.
  • Accounting rules for certain of our transactions are highly complex and involve significant judgment and assumptions. Changes in accounting interpretations or assumptions could impact our financial statements.
  • We and PCM utilize analytical models and data in connection with the valuation of our investments, and any incorrect, misleading or incomplete information used in connection therewith would subject us to potential risks.
  • We depend on the accuracy and completeness of information about borrowers and counterparties and any misrepresented information could adversely affect our business, financial condition, liquidity and results of operations.
  • We are subject to counterparty risk and may be unable to seek indemnity or require our counterparties to repurchase loans if they breach representations and warranties, which could cause us to suffer losses.
  • Risks Related to Our Management and Relationship with Our Manager and Its Affiliates
  • We are dependent upon PCM and PLS and their resources and may not find suitable replacements if any of our service agreements with PCM or PLS are terminated.
  • The management fee structure may provide incentives not fully aligned with our interest and may create greater investment risk.
  • The servicing fee structure could create a conflict of interest.
  • Termination of our management agreement and/or servicing agreement with PCM and PLS, which are wholly-owned subsidiaries of PFSI, would be difficult and could result in a significant termination fee or loss.
  • Our relationship with PFSI, PCM and PLS may result in conflicts of interest.
  • We may encounter conflicts of interest in our Manager’s efforts to appropriately allocate its time and services between activities of PFSI and the management of us, and the loss of the services of our Manager’s management team could adversely affect us and other entities or accounts that they may manage in the future.
  • PCM and PLS both have limited liability and indemnity rights.
  • Risks Related to Our Organization and Structure
  • Certain provisions of Maryland law, our staggered board of trustees and certain provisions in our declaration of trust could each inhibit a change in our control.
  • Our rights and the rights of our shareholders to take action against our trustees and officers are limited, which could limit shareholder recourse in the event of actions not in the best interest of our shareholders.
  • Our declaration of trust contains provisions that make removal of our trustees difficult, which could make it difficult for our shareholders to effect changes to our management.
  • Our bylaws include an exclusive forum provision that could limit our shareholders’ ability to obtain a judicial forum viewed by the shareholders as more favorable for disputes with us or our trustees or officers.
  • Failure to maintain exemptions or exclusions from registration under the Investment Company Act could materially and adversely affect us.
  • Rapid changes in the fair values of our investments may make it more difficult for us to maintain our REIT qualification or exclusion from the Investment Company Act.
  • Risks Related to Taxation
  • Our failure to qualify as a REIT would result in higher taxes and reduced cash available for distribution to our shareholders.
  • Even if we qualify as a REIT, we face tax liabilities that reduce our cash flow, and a significant portion of our income may be earned through TRSs that are subject to U.S. federal income taxation.
  • The percentage of our assets held through TRSs and the amount of our income that we can receive in the form of TRS dividends are subject to statutory limitations that could jeopardize our REIT status and limit our pursuit of certain investment strategies.
  • Ordinary dividends payable by REITs do not generally qualify for the reduced tax rates applicable to certain corporate dividends.
  • We have not established a minimum distribution payment level and no assurance can be given that we will be able to make distributions to our shareholders in the future at current levels or at all.
  • The REIT distribution requirements could materially and adversely affect our ability to execute our business strategies.
  • We may be required to report taxable income early in our holding period for certain investments in excess of the economic income we ultimately realize from them.
  • The share ownership limits applicable to us that are imposed by the Internal Revenue Code for REITs and our declaration of trust may restrict our business combination opportunities.
  • Complying with the REIT requirements can be difficult and may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
  • Complying with the REIT requirements may limit our ability to hedge effectively.
  • The tax on prohibited transactions limits our ability to engage in transactions, including certain methods of securitizing loans that would be treated as sales for U.S. federal income tax purposes.
  • The taxable mortgage pool (“TMP”) rules may increase the taxes that we or our shareholders may incur, and may limit the manner in which we effect future securitizations.
  • New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT.
  • General Risks
  • Our and our Manager’s risk management efforts may not be effective in identifying our significant risks and designing and implementing adequate internal controls to mitigate those risks.
  • We could be harmed by misconduct or fraud that is difficult to detect.
  • Our failure to appropriately address various issues that may give rise to reputational risk could adversely affect our business, financial condition and results of operations.
  • If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud.
  • We operate in a highly competitive market and decreased margins resulting from increased competition or our inability to compete successfully could adversely affect our business, financial condition, liquidity and results of operations.
  • Future issuances of our equity and debt securities may rank senior to our Common Shares and may materially and adversely affect the market price of our Common Shares.

Legal proceedings

From time to time, we may be involved in various legal actions, claims and proceedings arising in the ordinary course of business. See Note 17 — Commitments and Contingencies, to the consolidated financial statements included in this Report for a discussion of legal actions, claims and proceedings that are incorporated by reference into this Item 3.

The opening of Item 3, Legal Proceedings.6

Sources

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