Item 3.03 Material Modification to Rights of Security Holders.

On January 20, 2022, Granite Point Mortgage Trust Inc. (the "Company") filed Articles Supplementary (the "Second Articles Supplementary") with the Maryland State Department of Assessments and Taxation (the "Department") to designate an additional 6,900,000 shares of the Company's authorized but unissued preferred stock, $0.01 par value per share, as shares of the Company's 7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock"). The Second Articles Supplementary became effective upon filing on January 20, 2022. The Second Articles Supplementary supplement the Articles Supplementary filed with the Department on November 29, 2021 (the "First Articles Supplementary" and, together with the Second Articles Supplementary, the "Articles Supplementary"), which sets forth the powers, designations, preferences and other rights of the Series A Preferred Stock. The Second Articles Supplementary solely increases the number of authorized Series A Preferred Stock and does not amend or alter the existing terms of the Series A Preferred Stock or the rights of holders thereof.

Pursuant to the previously announced Underwriting Agreement, dated January 18, 2022, between the Company and Raymond James & Associates, Inc., as representative of the underwriters named therein (the "Underwriters"), the Company issued and sold 3,200,000 shares of Series A Preferred Stock, at a public offering price of $25.00 per share, equal to the liquidation preference. In addition, the Company granted the Underwriters an option for 30 days to purchase up to an additional 480,000 shares of the Series A Preferred Stock, solely to cover over-allotments, if any. Such shares constitute an additional issuance of shares of Series A Preferred Stock, with 4,596,500 shares of Series A Preferred Stock previously issued (the "Outstanding Series A Preferred Stock"). The Series A Preferred Stock currently being sold will be treated as a single series with and have the same terms as the Outstanding Series A Preferred Stock.

The Articles Supplementary provide that the Company will pay, when and if authorized by the Board of Directors of the Company, cumulative cash dividends (i) to, but excluding, January 15, 2027 at a fixed rate equal to 7.00% per annum of the $25.00 per share liquidation preference (equivalent to $1.75 per annum per share) and (ii) from and including January 15, 2027 at a floating rate equal to a benchmark rate (which is expected to be Three-Month Term SOFR (as defined in the Articles Supplementary)) plus a spread of 5.83% per annum of the $25.00 per share liquidation preference (the "Floating Rate"); provided, however, that in no event shall the Floating Rate be lower than 7.00% per annum. Dividends will be paid in arrears, on the 15th day of April, July, October and January of each year (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 may be paid on the next succeeding business day), commencing on April 15, 2022. The first dividend will cover the period from January 15, 2022 to, but not including, April 15, 2022, and will be in the amount of $0.4375 per share.

The Series A Preferred Stock is not redeemable by the Company prior to November 30, 2026 except under circumstances intended to preserve the Company's qualification as a real estate investment trust ("REIT") and except upon the occurrence of a Change of Control (as defined in the Articles Supplementary). On and after November 30, 2026, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price equal to $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date fixed for redemption.

In addition, upon the occurrence of a Change of Control, the Company may, at its option, redeem the Series A Preferred Stock, in whole or in part on, or within 120 days after, the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date fixed for redemption.

The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into the Company's common stock in connection with a Change of Control by the holders of Series A Preferred Stock. Upon the occurrence of a Change of Control, each holder of Series A Preferred Stock will have the right (unless the Company has exercised its right to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date (as defined in the Articles Supplementary)) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of shares of the Company's common stock per share of Series A Preferred Stock determined by a formula, in each case, on the terms and subject to the conditions described in the Articles Supplementary, including provisions for the receipt, under specified circumstances, of alternative consideration.





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There are restrictions on ownership of the Series A Preferred Stock intended to preserve the Company's qualification as a REIT. Except under limited circumstances, holders of the Series A Preferred Stock have no voting rights.

A copy of the First Articles Supplementary, the Second Articles Supplementary and form of Series A Preferred Stock Certificate are filed as Exhibits 3.1, 3.2 and 4.1, respectively, to this report, and the information in the Articles Supplementary is incorporated into this Item 3.03 by reference. The description of the terms of the Articles Supplementary in this Item 3.03 is qualified in its entirety by reference to Exhibit 3.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


          Year.

The information set forth above under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.






(d)      Exhibits



Exhibit Number                                  Exhibit
  3.1              Articles Supplementary designating 7.00% Series A Fixed-to-Floating
                 Rate Cumulative Redeemable Preferred Stock (incorporated by reference
                 to Exhibit 3.4 of the Company's Registration Statement on Form 8-A,
                 filed with the SEC on November 30, 2021)
  3.2              Articles Supplementary designating 7.00% Series A Fixed-to-Floating
                 Rate Cumulative Redeemable Preferred Stock
  4.1              Specimen 7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable
                 Preferred Stock Certificate (incorporated by reference to Exhibit 4.1
                 of the Company's Registration Statement on Form 8-A, filed with the
                 SEC on November 30, 2021)
  5.1              Opinion of Ballard Spahr LLP with respect to the legality of the
                 shares
  23.1             Consent of Ballard Spahr LLP (included in Exhibit 5.1)
104              Cover Page Interactive Data File, formatted in Inline XBRL




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