Adamas Trust (Nasdaq: ADAM) expands equity plan and declares Q2 2026 dividends
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Adamas Trust, Inc. reported 2026 annual meeting results, compensation changes and new dividends. Stockholders approved a Third Amendment to the 2017 Equity Incentive Plan, adding 9,000,000 common shares for awards, raising the annual non-employee director compensation cap to $750,000 and extending the plan to April 23, 2036.
The Board adopted a nonqualified Deferred Compensation Plan and a 2024 PSU deferral election form for executives and directors. All seven director nominees were elected, say-on-pay passed, and Grant Thornton LLP was ratified as auditor. The Board declared a $0.27 per-share common dividend payable July 28, 2026 and quarterly dividends on Series D, E, F and G preferred stock for the period from April 15, 2026 to July 14, 2026.
Positive
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Negative
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8-K Event Classification
4 items: 5.02, 5.07, 8.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
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.
Key Figures
Equity plan share increase: 9,000,000 shares
Director compensation cap: $750,000
Plan term: April 23, 2036
+5 more
8 metrics
Equity plan share increase
9,000,000 shares
Additional common shares issuable under 2017 Equity Incentive Plan
Director compensation cap
$750,000
Aggregate annual equity and cash compensation limit for non-employee directors
Plan term
April 23, 2036
New expiration for 2017 Equity Incentive Plan after Third Amendment
Shares represented at meeting
69,235,513 shares
Common stock present or by proxy at 2026 annual meeting
Meeting participation rate
77.04%
Portion of outstanding common shares represented at 2026 annual meeting
Q2 2026 common dividend
$0.27 per share
Quarterly cash dividend on common stock, payable July 28, 2026
Series D dividend
$0.50 per share
Quarterly dividend for April 15–July 14, 2026 period, payable July 15, 2026
Series E dividend
$0.6549289 per share
Quarterly dividend for April 15–July 14, 2026 period, payable July 15, 2026
Key Terms
2017 Equity Incentive Plan, nonqualified deferred compensation plan, performance share units, say-on-pay vote, +2 more
6 terms
2017 Equity Incentive Plan financial
"the Third Amendment to the Adamas Trust, Inc. 2017 Equity Incentive Plan"
nonqualified deferred compensation plan financial
"The Plan is an unfunded nonqualified deferred compensation plan and will be administered"
say-on-pay vote financial
"This advisory vote is commonly referred to as a “say-on-pay vote.”"
A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.
Cumulative Redeemable Preferred Stock financial
"Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock"
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.
change in control financial
"the occurrence of a “change in control” (each quoted term as defined in the Plan)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
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): June 11, 2026
(Exact name of registrant as specified in its charter)
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(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code: (212 ) 792-0107
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:
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Third Amendment to the 2017 Equity Incentive Plan
As described below in Item 5.07 of this Current Report on Form 8-K, on June 11, 2026 at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Adamas Trust, Inc. (the “Company”), the stockholders of the Company approved, among other things, the Third Amendment (the “Third Amendment”) to the Adamas Trust, Inc. 2017 Equity Incentive Plan (as amended by the First Amendment to the Adamas Trust, Inc. 2017 Equity Incentive Plan, the Second Amendment to the Adamas Trust, Inc. 2017 Equity Incentive Plan and the Third Amendment, the “2017 Plan”), which Third Amendment (i) increased the number of shares of the Company’s common stock that may be issued under the 2017 Plan by 9,000,000 shares, (ii) included cash compensation in, and increased to $750,000, the aggregate limit on the annual compensation (i.e. equity and cash compensation) that can be paid to the Company’s non-employee directors, while removing section 162(m) performance-based compensation exception limitations that are inapplicable as a result of tax law changes, (iii) extended the duration of the plan to the tenth anniversary of the effective date of the Third Amendment, which is April 23, 2036 and (iv) reflected the Company’s prior name change.
The Third Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on April 23, 2026. The Third Amendment became effective as of April 23, 2026 following the receipt of stockholder approval on June 11, 2026 at the Annual Meeting.
A detailed summary of the material features of the 2017 Plan appears under the caption “Proposal No. 3: Approval of an Amendment to the Company’s 2017 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2026. The description of the Third Amendment herein is qualified by its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Deferred Compensation Plan and 2024 PSU Deferral Election Form
On June 11, 2026, the Board adopted the Adamas Trust, Inc. Deferred Compensation Plan (the “Plan”), under which a select group of management and non-employee directors, as selected by the Compensation Committee of the Board (the “Committee”), may participate in the Plan. The Plan is an unfunded nonqualified deferred compensation plan and will be administered by the Committee except to the extent the Board elects to administer the Plan.
The Plan provides for the deferral of the following types of compensation: (i) up to 80% of the participant’s base salary, (ii) any or all of the participant’s bonus compensation earned for any plan year, (iii) any or all of the director fees earned for any plan year, and (iv) restricted stock units (“RSUs”), performance share units (“PSUs”), and/or dividend equivalents otherwise issuable to the participant under the 2017 Plan. Cash amounts deferred under the Plan are credited with notional investment returns based on the participant’s selection out of the available investment options selected by the Committee, and all deferred RSUs and PSUs are credited as notional shares that track the Company’s common stock upon vesting. Payment of deferred amounts are made on the date specified in the participant’s deferral election, provided the participant may generally select from the following dates or events: (a) a time or fixed schedules as specified by the participant, (b) the participant’s “separation from service,” (c) the participant’s death, (d) the participant’s “disability,” (e) the occurrence of a “change in control” (each quoted term as defined in the Plan), or (f) the earliest to occur of the (a) – (e). Deferral elections must generally be made before December 31 of the year prior to the year in which the applicable compensation is earned, with the exception of performance-based compensation, for which a deferral election must be made no less than six months before the end of the applicable performance period. Payments of deferred amounts will be made or commence within 30 days following the selected distribution date(s). All payments under the Plan payable in connection with a participant’s separation from service will be subject, if applicable, to delay to the extent required by Internal Revenue Code Section 409A.
On June 11, 2026, the Board also adopted the 2024 Performance Share Unit Time of Settlement Election Form (the “2024 PSU Deferral Election Form”). Subject to the terms of the Plan, under the 2024 PSU Deferral Election Form, the participant has the option to defer the settlement of the 2024 grant of PSUs and/or the corresponding dividend equivalents to any of the distribution date(s) specified in the foregoing description of the Plan.
The descriptions of the Plan and the 2024 PSU Deferral Election Form herein are qualified in their entirety by reference to the full text of the Plan and the 2024 PSU Deferral Election Form, copies of which are filed as Exhibit 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
2026 Annual Meeting of Stockholders
On June 11, 2026, the Company held its 2026 Annual Meeting. There were 69,235,513 shares of common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 77.04% of the outstanding shares of common stock on April 17, 2026, the record date for the Annual Meeting.
The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: To elect seven directors to the Company’s Board of Directors.
Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
Eugenia R. Cheng | 54,343,841 | 509,074 | 142,941 | 14,239,657 | ||||||||||
Michael B. Clement | 54,084,300 | 771,464 | 140,092 | 14,239,657 | ||||||||||
Audrey E. Greenberg | 54,104,237 | 755,741 | 135,878 | 14,239,657 | ||||||||||
Steven R. Mumma | 53,049,442 | 1,804,116 | 142,298 | 14,239,657 | ||||||||||
Steven G. Norcutt | 52,774,763 | 2,079,359 | 141,734 | 14,239,657 | ||||||||||
Lisa A. Pendergast | 54,235,221 | 627,726 | 132,909 | 14,239,657 | ||||||||||
Jason T. Serrano | 54,302,069 | 554,639 | 139,148 | 14,239,657 | ||||||||||
At the Annual Meeting, all director nominees were duly elected. Each of the individuals named in the above table will serve as a director until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.
Proposal 2: To approve, on an advisory basis, the compensation of the Company’s named executive officers.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 51,685,136 | 3,029,838 | 280,882 | 14,239,657 | ||||||||
At the Annual Meeting, stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. This advisory vote is commonly referred to as a “say-on-pay vote.”
Proposal 3: To approve the adoption of the amendment to the Company’s 2017 Equity Incentive Plan, as amended.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 51,054,450 | 3,641,884 | 299,522 | 14,239,657 | ||||||||
At the Annual Meeting, stockholders approved the adoption of the amendment to the Company’s 2017 Equity Incentive Plan, as amended.
Proposal 4: To ratify, confirm and approve the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 66,461,992 | 2,534,795 | 238,726 | N/A | ||||||||
At the Annual Meeting, stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Item 8.01. Other Events.
On June 11, 2026, the Board unanimously reappointed Lisa A. Pendergast to serve as Lead Independent Director. The Board also unanimously reappointed Steven R. Mumma to serve as Chairman of the Board.
On June 11, 2026, the Company issued a press release (the “Press Release”) announcing that the Board declared a regular quarterly cash dividend on the Company’s common stock for the quarter ending June 30, 2026. The Company also announced in the Press Release that the Board declared cash dividends on the Company’s 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, the Company’s 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, the Company’s 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and the Company’s 7.000% Series G Cumulative Redeemable Preferred Stock for the dividend period that began on April 15, 2026 and ends on July 14, 2026.
A copy of the Press Release is filed with this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.
| Exhibit No. | Description | |||||||
10.1 | Amendment No. 3 to the Adamas Trust, Inc. 2017 Equity Incentive Plan. | |||||||
10.2 | Adamas Trust, Inc. Deferred Compensation Plan. | |||||||
10.3 | Deferral Election Form (2024 PSUs). | |||||||
99.1 | Press release dated June 11, 2026. | |||||||
| 104 | Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ADAMAS TRUST, INC. | ||||||||
| (Registrant) | ||||||||
| Date: June 11, 2026 | By: | /s/ Kristine R. Nario-Eng | ||||||
| Kristine R. Nario-Eng | ||||||||
| Chief Financial Officer | ||||||||
Adamas Trust Declares Second Quarter 2026 Common Stock
Dividend of $0.27 Per Share, and Preferred Stock Dividends
NEW YORK, NY – June 11, 2026 (GLOBE NEWSWIRE) - Adamas Trust, Inc. (Nasdaq: ADAM) (the “Company” or “Adamas”) announced today that its Board of Directors (the “Board”) declared a regular quarterly cash dividend of $0.27 per share on shares of its common stock for the quarter ending June 30, 2026. The dividend will be payable on July 28, 2026 to common stockholders of record as of the close of business on June 23, 2026.
In addition, the Board declared cash dividends on the Company’s 8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”), 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”), 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series F Preferred Stock”) and 7.000% Series G Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) as stated below.
Quarterly Preferred Stock Dividends
The Board declared cash dividends for the dividend period that began on April 15, 2026 and ends on July 14, 2026 as follows:
Class of Preferred Stock | Series D | Series E | Series F | Series G | ||||||||||||||||||||||
Record Date | July 1, 2026 | July 1, 2026 | July 1, 2026 | July 1, 2026 | ||||||||||||||||||||||
Payment Date | July 15, 2026 | July 15, 2026 | July 15, 2026 | July 15, 2026 | ||||||||||||||||||||||
Cash Dividend Per Share | $0.50 | $0.6549289 | $0.4296875 | $0.4375 | ||||||||||||||||||||||
About Adamas Trust
Adamas Trust, Inc. is an internally managed real estate investment trust (“REIT”) focused on strategically deploying capital across complementary businesses to generate durable earnings and long-term value for stockholders through disciplined portfolio management and an operating platform designed to capture opportunities across real estate and capital markets.
Forward-Looking Statements
When used in this press release, in future filings with the Securities and Exchange Commission (the “SEC”) or in other written or oral communications, statements which are not historical in nature, including those containing words such as “will,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “could,” “would,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions. Statements regarding the following subject, among others, may be forward-looking: the payment of dividends.
Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results and outcomes could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation: changes in the Company’s business and investment strategy; inflation and changes in interest rates and the fair market value of the Company’s assets, including negative changes resulting in margin calls relating to the financing of the Company’s assets; changes in credit spreads; changes in the long-term credit ratings of the U.S., Fannie Mae, Freddie Mac, and Ginnie Mae; general volatility of the markets in which the Company invests; changes in prepayment rates on the loans the Company owns or that underlie the Company’s investment securities; increased rates of default, delinquency or vacancy and/or decreased recovery rates on or at the Company’s assets; the Company’s ability to identify and acquire targeted assets, including assets in its investment pipeline; the Company's ability to dispose of assets from time to time on terms favorable to it; changes in relationships with the Company’s financing counterparties and the Company’s ability to borrow to finance its assets and the terms thereof; changes in the Company's relationships with and/or the performance of its operating partners; the Company’s ability to predict and control costs; changes in laws, regulations or policies affecting the Company’s business; the Company’s ability to make distributions to its stockholders in the future; the Company’s ability to maintain its qualification as a REIT for U.S. federal income tax purposes; the Company’s ability to maintain its exemption from registration under the Investment Company Act of 1940, as amended; impairments and declines in the value of the collateral underlying the Company's investments; changes in the benefits the Company anticipates from the acquisition of Constructive Loans, LLC; the Company's ability to effectively integrate Constructive Loans, LLC into the Company and the risks associated with the ongoing operation thereof; the Company's ability to manage or hedge credit risk, interest rate risk, and other financial and operational risks; the Company's exposure to liquidity risk, risks associated with the use of leverage, and market risks; and risks associated with investing in real estate assets and/or operating companies, including changes in business conditions and the general economy, the availability of investment opportunities and conditions in markets for residential loans, mortgage-backed securities, structured multi-family investments and other assets that the Company owns or in which the Company invests.
These and other risks, uncertainties and factors, including the risk factors and other information described in the Company’s reports filed with the SEC pursuant to the Exchange Act, could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For Further Information
AT THE COMPANY
Investor Relations
Phone: 212-792-0107
Email: InvestorRelations@adamasreit.com
FAQ
What did Adamas Trust (ADAM) change in its 2017 Equity Incentive Plan?
Adamas Trust increased its 2017 Equity Incentive Plan share pool by 9,000,000 shares, raised the annual non-employee director compensation cap to $750,000, extended the plan’s term to April 23, 2036, and updated it to reflect the company’s current name.
What new deferred compensation arrangements did Adamas Trust (ADAM) approve?
The Board approved an unfunded nonqualified Deferred Compensation Plan allowing selected executives and directors to defer salary, bonuses, director fees, RSUs, PSUs and dividend equivalents, plus a 2024 PSU deferral election form to choose future settlement dates tied to events like separation from service or change in control.
What dividends did Adamas Trust (ADAM) declare for Q2 2026?
Adamas Trust declared a $0.27 per-share common dividend for Q2 2026, payable July 28, 2026 to holders of record on June 23, 2026, and cash dividends on its Series D, E, F and G preferred stock for the April 15–July 14, 2026 dividend period.
Were Adamas Trust (ADAM) directors and executive pay approved by stockholders?
Stockholders elected all seven director nominees and approved say-on-pay. The advisory vote on named executive officer compensation passed with 51,685,136 votes for, 3,029,838 against and 280,882 abstentions, alongside strong support for each director candidate.
Which auditors did Adamas Trust (ADAM) stockholders ratify for 2026?
Stockholders ratified Grant Thornton LLP as Adamas Trust’s independent auditor for the fiscal year ending December 31, 2026, with 66,461,992 votes for, 2,534,795 against and 238,726 abstentions recorded in the annual meeting results.