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  4. [8-K] ADAMAS TRUST, INC. Reports Material Event

Adamas Trust (ADAM) prices $90M 9.600% senior notes due 2031 with upsize option

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Adamas Trust, Inc. entered into an underwriting agreement on August 11, 2026 with Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the underwriters.

Under this agreement, the company agreed to sell $90 million aggregate principal amount of its 9.600% Senior Notes due 2031, with a 30-day option for the underwriters to purchase up to an additional $13.5 million aggregate principal amount to cover over-allotments. The notes are being issued off an effective Form S-3 shelf registration, using a base prospectus and preliminary and final prospectus supplements dated August 11, 2026.

The transaction is expected to close on August 14, 2026, subject to customary closing conditions. Adamas Trust made customary representations, warranties and covenants and agreed to indemnify the underwriters against certain liabilities, including under the Securities Act of 1933. The company also includes a detailed cautionary statement regarding forward-looking statements and cross-references risk factors in its Form 10-K filed on February 20, 2026.

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Filing Explained

If completed, the $90 million financing would create senior debt at 9.600% due 2031; the extra $13.5 million remains an unexercised option.

A Form 8-K reports specified material events; on August 11, 2026, Adamas Trust disclosed an underwriting agreement for a senior-notes offering.

The company agreed to sell $90 million principal amount of 9.600% Senior Notes due 2031. The offering had not yet closed in this filing: closing was expected on August 14, 2026, subject to customary conditions.

The disclosed structure is debt financing rather than an issuance of common shares; if completed, it would add the stated principal and interest obligations to the company. The notes were registered on an S-3 shelf, which provides registration capacity but does not itself complete the sale.

The underwriters also received a 30-day option for up to $13.5 million more notes. That amount is additional maximum capacity, not part of the $90 million base amount the company agreed to sell.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Senior Notes Principal $90 million aggregate principal amount 9.600% Senior Notes due 2031 agreed to be sold to underwriters
Over-allotment Option $13.5 million aggregate principal amount 30-day option for additional 9.600% Senior Notes due 2031
Coupon Rate 9.600% Interest rate on Senior Notes due 2031
Expected Closing Date August 14, 2026 Expected closing of the 9.600% Senior Notes offering
Registration Statement Number 333-290073 Form S-3 registration statement covering the notes
Preferred Stock Liquidation Preference $25.00 per share Liquidation preference for listed preferred stock series
Senior Notes Coupon (Other Series) 9.125%–9.875% Coupon rates on other listed senior notes due 2029–2031
Underwriting Agreement financial
"entered into an underwriting agreement dated as of August 11, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
over-allotments financial
"30-day option to purchase up to an additional $13.5 million ... to cover over-allotments"
An over-allotment is a temporary extra batch of shares that the underwriters of a stock offering are allowed to sell beyond the original amount, with the right to buy those shares back later. Think of it as spare tickets sold to meet demand and then reclaimed if needed to keep the market orderly; it helps stabilize the stock price after an offering and can affect short-term supply and potential dilution, which matters to investors tracking price and ownership stakes.
Senior Notes financial
"9.600% Senior Notes due 2031"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Fixed-to-Floating Rate financial
"Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock"
A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.
Cumulative Redeemable Preferred Stock financial
"Cumulative Redeemable Preferred Stock, par value $0.01 per share"
Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the safe harbor provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Adamas Trust, Inc. (ADAM) announce regarding new debt securities?
Adamas Trust, Inc. agreed to issue $90 million of 9.600% Senior Notes due 2031, with underwriters receiving a 30-day option to buy up to an additional $13.5 million to cover over-allotments, under an effective shelf registration.

What are the key terms of Adamas Trust (ADAM) 9.600% Senior Notes due 2031?
The company is issuing 9.600% Senior Notes due 2031 in an initial aggregate principal amount of $90 million, with a potential additional $13.5 million via an over-allotment option granted to the underwriters in the underwriting agreement.

When is the Adamas Trust (ADAM) senior notes offering expected to close?
The offering of Adamas Trust’s 9.600% Senior Notes due 2031 is expected to close on August 14, 2026, subject to customary closing conditions specified in the underwriting agreement with the underwriters.

Which firms are underwriting Adamas Trust (ADAM) 9.600% Senior Notes offering?
The notes are being underwritten by Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters.

Under which registration statement is Adamas Trust (ADAM) issuing the new senior notes?
The 9.600% Senior Notes due 2031 are registered under Adamas Trust’s Form S-3 registration statement No. 333-290073, using a base prospectus and preliminary and final prospectus supplements dated August 11, 2026.

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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): August 11, 2026

 

 

 

ADAMAS TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   001-32216   47-0934168
(State or other jurisdiction of
incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

90 Park Avenue

New York, New York 10016

(Address and zip code of principal executive offices)

 

(212) 792-0107

Registrant’s telephone number, including area code 

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of Each Exchange On Which Registered
Common Stock, par value $0.01 per share   ADAM   NASDAQ Stock Market
         
8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference   ADAMN   NASDAQ Stock Market
         
7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference   ADAMM   NASDAQ Stock Market
         
6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference   ADAML   NASDAQ Stock Market
         
7.000% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference   ADAMZ   NASDAQ Stock Market
         
9.125% Senior Notes due 2029   ADAMI   NASDAQ Stock Market
         
9.125% Senior Notes due 2030   ADAMG   NASDAQ Stock Market
         
9.875% Senior Notes due 2030   ADAMH   NASDAQ Stock Market
         
9.250% Senior Notes due 2031   ADAMO   NASDAQ Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (§230.405 of this chapter) or Rule 12b-2 under the Exchange Act (§240.12b-2 of this chapter).

 

Emerging Growth Company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

 

 

 

Item 8.01.Other Events.

 

On August 11, 2026, Adamas Trust, Inc., a Maryland corporation (the “Company”), entered into an underwriting agreement (the “Underwriting Agreement”), dated as of August 11, 2026, by and among the Company and Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Underwriting Agreement, $90 million aggregate principal amount of the Company’s 9.600% Senior Notes due 2031 (the “Notes”). Pursuant to the Underwriting Agreement the Company granted the Underwriters a 30-day option to purchase up to an additional $13.5 million aggregate principal amount of the Notes to cover over-allotments. The Company made certain customary representations, warranties and covenants concerning the Company and the Registration Statement (as defined below) in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Notes have been registered pursuant to the Company’s registration statement on Form S-3 (File No. 333-290073) (the “Registration Statement”) and a related prospectus, as supplemented by a preliminary prospectus supplement, dated August 11, 2026 and a final prospectus supplement dated August 11, 2026, each filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act.

 

The offering of the Notes is expected to close on August 14, 2026, subject to customary closing conditions.

 

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. The Company’s actual results, outcomes or courses of action may differ from its beliefs, expectations, estimates, and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “may,” “expect,” “project,” “believe,” “intend,” “seek,” “plan” and similar expressions or their negative forms, or by references to strategy, plans, or intentions. The Company’s results, outcomes or courses of action can change depending on a variety of factors, some of which are beyond the Company’s control and/or are difficult to predict, including, without limitation, changes in market conditions and economic trends. Furthermore, forward-looking statements are subject to risks and uncertainties, including, among other things, those described under Item 1A of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2026. Other risks, uncertainties, and factors that could cause actual results, outcomes or courses of action to differ materially from those projected may be described from time to time in reports the Company files with the SEC, including reports on Forms 10-Q, 10-K and 8-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit   Description  
1.1   Underwriting Agreement, dated August 11, 2026, by and among the Company and Morgan Stanley & Co. LLC, Keefe, Bruyette & Woods, Inc., Piper Sandler & Co., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC as representatives of the several underwriters named therein.
     
104   Cover Page Interactive Data File (formatted as Inline XBRL).

 

 2 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ADAMAS TRUST, INC.
  (Registrant)
     
By: /s/ Kristine R. Nario-Eng
  Name:  Kristine R. Nario-Eng
  Title:  Chief Financial Officer

 

Date: August 12, 2026

 

 3 

 

Source: View Original Filing on SEC EDGAR

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