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Adamas Trust (ADAM) sells $90M 9.600% senior notes due 2031 at par

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Adamas Trust, Inc. completed a public offering of $90 million aggregate principal amount of 9.600% Senior Notes due 2031 under its shelf registration. The Notes were issued at 100% of principal and sold to a syndicate of underwriters led by Morgan Stanley & Co. LLC and others, who also received a 30‑day option to buy up to an additional $13.5 million principal amount to cover over‑allotments.

The Notes pay cash interest at 9.600% per year, payable quarterly in arrears on January 1, April 1, July 1 and October 1, beginning October 1, 2026, and are expected to mature on October 1, 2031, unless earlier redeemed. The company may redeem them, in whole or in part, at par plus accrued and unpaid interest on or after October 1, 2028, with 30–60 days’ prior written notice. The Notes are senior unsecured obligations, ranking equal with Adamas Trust’s other unsecured, unsubordinated senior notes and effectively and structurally subordinated as described in the indenture. Net proceeds are expected to be about $86.6 million, to be used for general corporate purposes, including acquiring targeted assets and/or repaying existing indebtedness.

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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 Issued $90 million aggregate principal amount 9.600% Senior Notes due 2031 issued in public offering
Coupon Rate 9.600% per year Cash interest on Senior Notes, payable quarterly in arrears
Net Proceeds $86.6 million Expected net proceeds after underwriting discounts and expenses
Over-allotment Option $13.5 million Additional aggregate principal amount under 30-day underwriters’ option
Maturity Date October 1, 2031 Expected maturity of 9.600% Senior Notes
First Interest Payment October 1, 2026 Initial quarterly interest payment date on the Senior Notes
First Optional Redemption Date October 1, 2028 Earliest date company may redeem Notes at 100% of principal
senior unsecured obligations financial
"The Notes are senior unsecured obligations of the Company that rank senior in right of payment"
Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.
Indenture financial
"The Notes were issued under the indenture, dated January 23, 2017 (the “Base Indenture”)"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
over-allotments financial
"30-day option to purchase up to an additional $13.5 million aggregate principal amount of the Notes 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.
cumulative redeemable preferred stock financial
"Series D Fixed-to-Floating Rate 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.
structurally subordinated financial
"and structurally subordinated to all existing and future indebtedness and other liabilities"
A claim or security is structurally subordinated when it sits lower in the legal repayment order because it is issued by a subsidiary rather than the parent company, so its holders are paid only after the parent’s creditors and any creditors of the subsidiary’s parent entities are satisfied. Imagine a line for repayment: structurally subordinated investors stand further back in line, which affects the likelihood and amount they might recover if the company or group faces financial trouble. This matters to investors because it usually implies higher risk and can influence expected return, liquidity, and credit pricing.

FAQ

What did Adamas Trust (ADAM) announce regarding new senior notes?

Adamas Trust completed a public offering of $90 million aggregate principal amount of 9.600% Senior Notes due 2031. The Notes were issued at 100% of principal under an effective shelf registration and sold to a syndicate of underwriters.

What interest rate and payment schedule apply to Adamas Trust (ADAM) 9.600% Senior Notes?

The Notes bear interest at 9.600% per year, payable in cash quarterly in arrears. Payments are due on January 1, April 1, July 1 and October 1 each year, beginning on October 1, 2026, until maturity or earlier redemption.

When do Adamas Trust (ADAM) 9.600% Senior Notes mature and when can they be redeemed?

The Notes are expected to mature on October 1, 2031. Adamas Trust may redeem them, in whole or in part, at its option on or after October 1, 2028 at 100% of principal plus accrued and unpaid interest, with 30–60 days’ written notice.

How much will Adamas Trust (ADAM) receive in net proceeds from the senior notes offering?

Net proceeds are expected to be approximately $86.6 million after deducting underwriting discounts, commissions and estimated offering expenses. The company plans to use these funds for general corporate purposes, including acquiring targeted assets and/or repaying existing indebtedness.

What is the ranking of Adamas Trust (ADAM) 9.600% Senior Notes within its capital structure?

The Notes are senior unsecured obligations of Adamas Trust. They rank senior to future expressly subordinated debt, equal to other unsecured unsubordinated debt, effectively subordinated to secured debt to the extent of collateral value, and structurally subordinated to liabilities and preferred stock of subsidiaries.

Did underwriters receive an over-allotment option in Adamas Trust (ADAM) notes offering?

Yes. Under the underwriting agreement, the underwriters received a 30‑day option to purchase up to an additional $13.5 million aggregate principal amount of the 9.600% Senior Notes due 2031 to cover over‑allotments, if any.

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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 14, 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 14, 2026, Adamas Trust, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of $90 million aggregate principal amount of its 9.600% Senior Notes due 2031 (the “Notes”), in a public offering 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 of 1933, as amended (the “Securities Act”).

 

The Notes were sold pursuant to 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”), whereby 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, 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 in the Underwriting Agreement and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.

 

The Notes were issued at 100% of the principal amount, bear interest at a rate equal to 9.600% per year, payable in cash quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2026, and are expected to mature October 1, 2031 (the “Maturity Date”), unless earlier redeemed. The Company may redeem the Notes in whole or in part at any time or from time to time at the Company’s option on or after October 1, 2028, upon not less than 30 days nor more than 60 days written notice to holders prior to the redemption date, at a redemption price equal to 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date, as described in greater detail in the Indenture (as defined below).

 

The Notes were issued under the indenture, dated January 23, 2017 (the “Base Indenture”), as supplemented by the sixth supplemental indenture, dated August 14, 2026 (the “Sixth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), by and between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee. The Notes are senior unsecured obligations of the Company that rank senior in right of payment to any future indebtedness of the Company that is expressly subordinated in right of payment to the Notes, equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated, including the Company’s 9.125% Senior Notes due 2029, 9.125% Senior Notes due 2030, 9.875% Senior Notes due 2030 and 9.250% Senior Notes due 2031, effectively subordinated in right of payment to any of the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) and (to the extent not held by the Company) preferred stock, if any, of the Company’s subsidiaries and of any entity the Company accounts for using the equity method of accounting.

 

The Indenture contains customary events of default. If there is an event of default under the Notes, the principal amount of the Notes, plus accrued and unpaid interest (including additional interest, if any), may be declared immediately due and payable, subject to certain conditions set forth in the Indenture.

 

The net proceeds to the Company from the sale of the Notes, after deducting the Underwriters’ discounts and commissions and estimated offering expenses, are expected to be approximately $86.6 million. The Company intends to use the net proceeds of the offering for general corporate purposes, which may include, among other things, acquiring the Company’s targeted assets and/or repayment of existing indebtedness.

 

Copies of the Base Indenture, the Sixth Supplemental Indenture and the form of the Notes are filed as Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, the Sixth Supplemental Indenture and the form of the Notes. In connection with the registration of the Notes under the Securities Act, the legal opinion of Vinson & Elkins L.L.P. relating to the legality of the Notes is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

2

 

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit   Description
4.1   Indenture, dated January 23, 2017, between the Company and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (Incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K, dated January 23, 2017).
     
4.2   Sixth Supplemental Indenture, dated August 14, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated herein by reference to Exhibit 4.15 to the Company’s Registration Statement on Form 8-A, dated August 14, 2026).
     
4.3   Form of 9.600% Senior Notes Due 2031 of the Company (Incorporated herein by reference to Exhibit 4.16 to the Company’s Registration Statement on Form 8-A, dated August 14, 2026).
     
5.1   Opinion of Vinson & Elkins L.L.P. regarding the legality of the Notes.
     
8.1   Opinion of Vinson & Elkins L.L.P. regarding certain tax matters.
     
23.1   Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1 and 8.1 hereto).
     
104   Cover Page Interactive Data File (formatted as Inline XBRL).

 

3

 

 

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 14, 2026

 

4

 

Filing Exhibits & Attachments

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