Adamas Trust (NASDAQ: ADAM) issues $90M 9.25% notes due 2031 senior debt

Rhea-AI Filing Summary

Adamas Trust, Inc. issued and sold $90 million aggregate principal amount of its 9.250% Senior Notes due 2031 in a public offering under an existing shelf registration. The notes were priced at 100% of principal, pay cash interest quarterly beginning April 1, 2026, and are expected to mature on April 1, 2031, with the company able to redeem them on or after April 1, 2028 at par plus accrued interest. Net proceeds are expected to be about $86.6 million, which the company plans to use for general corporate purposes, including acquiring targeted assets and/or repaying existing debt. The notes are senior unsecured obligations ranking equally with Adamas Trust’s other unsecured senior notes and are governed by an existing indenture and a fifth supplemental indenture that include customary events of default.

Insights

Credit and capital structure analyst

Adamas Trust adds $90M of high-coupon unsecured debt maturing in 2031.

Adamas Trust, Inc. completed a public offering of $90 million of 9.250% Senior Notes due 2031, with net proceeds of about $86.6 million. The notes are senior unsecured, rank equally with the company’s existing senior notes, and sit behind any secured debt and all liabilities and preferred equity at subsidiaries.

The new notes carry a relatively high fixed coupon of 9.250%, which increases interest expense but locks in funding until the expected maturity on April 1, 2031, unless redeemed earlier. The company may redeem them at par plus accrued interest on or after April 1, 2028, providing flexibility if capital markets conditions or the balance sheet change.

Management plans to use the proceeds for general corporate purposes, including acquiring targeted assets and/or repaying existing indebtedness. The ultimate impact on leverage and coverage will depend on how much of the funds go to new investments versus debt repayment, which should become clearer in subsequent periodic reports.

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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): January 13, 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

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 January 13, 2026, Adamas Trust, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of $90 million aggregate principal amount of its 9.250% 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 January 6, 2026 and a final prospectus supplement dated January 6, 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”). 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 Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of January 6, 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. 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 9.250% per year, payable in cash quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on April 1, 2026, and are expected to mature April 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 April 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 fifth supplemental indenture, dated January 13, 2026 (the “Fifth 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 5.75% Senior Notes due 2026, 9.125% Senior Notes due 2029, 9.125% Senior Notes due 2030 and 9.875% Senior Notes due 2030, 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.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. Copies of the Base Indenture, the Fifth 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 Underwriting Agreement, the Base Indenture, the Fifth Supplemental Indenture and the form of the Notes. In connection with the registration of the Notes under the Securities Act, the legal opinions of Venable LLP and Vinson & Elkins L.L.P. relating to the legality of the Notes are attached as Exhibit 5.1 and Exhibit 5.2, respectively, to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
1.1		Underwriting Agreement, dated January 6, 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.
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		Fifth Supplemental Indenture, dated January 13, 2026, between the Company and U.S. Bank Trust Company, National Association, as trustee (Incorporated herein by reference to Exhibit 4.16 to the Company’s Registration Statement on Form 8-A, dated January 13, 2026).
4.3		Form of 9.250% Senior Notes Due 2031 of the Company (Incorporated herein by reference to Exhibit 4.17 to the Company’s Registration Statement on Form 8-A, dated January 13, 2026).
5.1		Opinion of Venable LLP regarding the legality of the Notes.
5.2		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 Venable LLP (included in Exhibit 5.1 hereto).
23.2		Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.2 and 8.1 hereto).
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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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: January 13, 2026

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FAQ

What did Adamas Trust, Inc. (ADAM) issue in this 8-K filing?

Adamas Trust, Inc. issued $90 million aggregate principal amount of 9.250% Senior Notes due 2031 in a public offering under its Form S-3 shelf registration.

What interest rate and payment schedule apply to Adamas Trust’s new 2031 notes?

The new notes bear interest at 9.250% per year, payable in cash quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, starting on April 1, 2026.

When do Adamas Trust’s 9.250% Senior Notes due 2031 mature and when can they be redeemed?

The notes are expected to mature on April 1, 2031. Adamas Trust may redeem them, in whole or in part, at its option on or after April 1, 2028 at 100% of principal plus accrued and unpaid interest.

How much in net proceeds will Adamas Trust receive from the 9.250% notes offering?

After underwriting discounts, commissions and estimated offering expenses, Adamas Trust expects to receive approximately $86.6 million in net proceeds from the sale of the notes.

How does Adamas Trust intend to use the proceeds from the 9.250% notes offering?

Adamas Trust intends to use the net proceeds for general corporate purposes, which may include acquiring its targeted assets and/or repaying existing indebtedness.

Where do the new 9.250% notes rank in Adamas Trust’s capital structure?

The notes are senior unsecured obligations of Adamas Trust, ranking senior to any future expressly subordinated indebtedness, equal to its existing and future unsecured debt that is not subordinated, effectively junior to secured debt up to the value of collateral, and structurally junior to liabilities and preferred stock of subsidiaries.

Do the underwriters have an option to purchase additional Adamas Trust notes?

Yes. Under the underwriting agreement, the underwriters have a 30-day option to purchase up to an additional $13.5 million aggregate principal amount of the 9.250% Senior Notes due 2031 to cover over-allotments.