Item 8.01 Other Events

On January 18, 2023, the period to appeal the Final Judgment Order (the "Final Order") issued by the Circuit Court of Baltimore (the "Circuit Court") on December 16, 2022, in the matter Curtis J. Timm, et al. v Impac Mortgage Holdings, Inc., et al. (the "Maryland Action"), expired and became final and non-appealable. Pursuant to the Final Order, Impac Mortgage Holdings, Inc., a Maryland corporation (the "Company") will make certain cash and stock distributions to the former holders of shares of the Company's 9.375% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "Series B Preferred Stock"), as further described below.





Cash Distribution

In connection with the Maryland Action, it was previously determined that the Company is required to pay an amount on shares of its Series B Preferred Stock equal to the dividend amount on the Series B Preferred Stock for the second, third and fourth quarters of 2009, in the aggregate amount of $1,169,985.94 (the "2009 Dividend Amount"). Pursuant to the Final Order, the Circuit Court will issue a further Order directing the Clerk of the Circuit Court to distribute the 2009 Dividend Amount, currently held in the Court's registry, as follows:

· $400,985.41 of the 2009 Dividend Amount to Lead Counsel, Tydings and Rosenberg


   LLP ("Lead Counsel") for the benefit of Plaintiff Camac and/or Lead Counsel for
   attorneys' fees, litigation expenses, notice administrator fees and incentive
   awards.

· $52,330.62 of the 2009 Dividend Amount to Costello Law Group ("Timm Counsel"),


   for the benefit of Plaintiff Timm and/or Timm Counsel, for attorneys' fees,
   litigation expenses, reimbursements and incentive awards.

· The balance of the 2009 Dividend Amount, in the amount of $716,669.91 to the


   former holders of Series B Preferred Stock who held shares of Series B
   Preferred Stock as of the close of business on August 15, 2022 (the "Record
   Date"), pro rata based on the number of shares of Series B Preferred Stock
   owned on the Record Date as a percentage of the total number of shares of
   Series B Preferred Stock held by such former holders on such date.

The foregoing cash distributions will be made by the Company, on or before February 17, 2023.





Stock Distribution

As previously disclosed in connection with the Company's previously announced exchange offers, the Company was ordered to deposit (i) 13,311,840 shares of the Company's 8.25% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share (the "New Preferred Shares"), and (ii) 4,437,280 shares of the Company's Common Stock, par value $0.01 per share (the "Common Shares") into an escrow account in the custody of American Stock Transfer & Trust Company, LLC ("AST"), the Company's escrow agent (the "Stock Escrow"), as a source for an award of attorney's fees, expenses or other monetary award to be deducted and paid to legal counsel in the Maryland Action, with any remainder to be paid to certain former holders of the Company's Series B Preferred Stock.

Pursuant to the Final Order, the Circuit Court awarded attorneys' fees to Lead Counsel in the amount of 6,156,726 New Preferred Shares (the "Lead Counsel Shares") to be distributed to Lead Counsel from the New Preferred Shares currently held in the Stock Escrow. In addition, the Circuit Court ordered that any New Preferred Shares remaining in the Stock Escrow following the disbursement of the Lead Counsel Shares to Lead Counsel (i.e. 7,155,114 shares) and all of the Common Shares currently held in the Stock Escrow be distributed to the former holders of Series B Preferred Stock who held shares of Series B Preferred Stock as of the close of business on October 20, 2022 (the "Expiration Date").

Any fractional Common Shares remaining after such distribution shall be combined and sold by brokers holding such shares on behalf of their beneficial owners on the NYSE American, and the cash proceeds distributed pro rata to such former holders of shares of Series B Preferred Stock, in accordance with the number of shares of Series B Preferred Stock held by each such holder as of the Expiration Date.

The foregoing distributions will be made by the Company on or before February 17, 2023.

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