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  4. [8-K] Cantor Fitzgerald Income Trust, Inc. Reports Material Event

9.50% Series A preferred reshapes Cantor Fitzgerald Income Trust (NYSE: CFTR-PRA)

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

Rhea-AI Filing Summary

Cantor Fitzgerald Income Trust, Inc. approved a new class of 9.50% Series A Cumulative Redeemable Preferred Stock in connection with an underwritten public offering. The company filed Articles Supplementary classifying 920,000 authorized but unissued preferred shares as this new Series A.

The Series A Preferred Stock carries a 9.50% cumulative dividend and will rank senior to all classes or series of common stock for dividends and liquidation. If cumulative dividends on the Series A are in arrears, the company faces restrictions on paying dividends on, or redeeming or purchasing, junior or parity stock.

As general partner of its operating partnership, the company also entered into an amendment creating matching Series A Preferred Units in the operating partnership and updating related terms, aligning the partnership structure with the newly designated preferred equity.

Positive

  • None.

Negative

  • None.

Insights

CFTR adds a high-coupon preferred layer senior to its common equity.

Cantor Fitzgerald Income Trust created a 9.50% cumulative redeemable preferred stock series and aligned its operating partnership with new Series A Preferred Units. This adds a fixed-income style capital layer above common stock for dividends and liquidation claims.

Because dividends are cumulative and rank senior to common, unpaid preferred dividends would block payments and certain redemptions on junior or parity stock until brought current. The filing focuses on security terms and capital structure; actual impact will depend on how much Series A is ultimately sold and outstanding.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Series A dividend rate 9.50% Cumulative Redeemable Preferred Stock dividend rate
Series A shares designated 920,000 shares Authorized preferred shares classified as 9.50% Series A
Par value per preferred share $0.01 per share Par value of 9.50% Series A Preferred Stock
Articles Supplementary effective date April 6, 2026 Effective upon filing with Maryland SDAT
Partnership amendment date April 8, 2026 First Amendment to Second Amended and Restated LP Agreement
Articles Supplementary regulatory
"the Company filed Articles Supplementary classifying 920,000 shares of the Company’s authorized but unissued preferred stock"
Additional provisions added to a company’s formal rulebook that change or expand how the company is governed, how shares behave, or how decisions are made. Think of them as extra house rules that can alter voting power, dividend rights, or how shares are issued and transferred; investors care because these changes can affect ownership control, potential returns, and the value or liquidity of their holdings.
9.50% Series A Cumulative Redeemable Preferred Stock financial
"new class of 9.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share"
Series A Preferred Units financial
"establishes and sets forth the terms of a new series of ownership interest designated as “Series A Preferred Units”"
Series A preferred units are a first institutional round of special ownership stakes typically issued by privately held companies structured as LLCs or partnerships. They act like a ‘first-class’ ticket: holders get priority on profit distributions and on getting their money back if the company is sold or liquidated, and they often carry conversion or voting features that affect control and dilution. Investors care because these rights change how and when they get paid and how much influence they have over future value.
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Cumulative dividends financial
"in the event that cumulative dividends on the Series A Preferred Stock for all past dividend periods have not been declared and paid"
Understanding 8-K Material Events →
false 0001666244 --12-31 0001666244 2026-04-06 2026-04-06
 
 

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): April 6, 2026

 

 

Cantor Fitzgerald Income Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   001-43220   81-1310268

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

110 E. 59th Street, New York, New York 10022
(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 938-5000

Not Applicable

(Former name or former address, if changed since last report)

 

 

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

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

  ☐

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

 

  ☐

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

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

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

9.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share   CFTR-PRA   NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01. Entry into a Material Definitive Agreement.

On April 8, 2026, in connection with the issuance and sale by Cantor Fitzgerald Income Trust, Inc. (the “Company”) of the Company’s new class of 9.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) in an underwritten public offering (the “Offering”), the Company, in its capacity as the general partner of Cantor Fitzgerald Income Trust Operating Partnership, L.P., entered into First Amendment to Second Amended and Restated Limited Partnership Agreement of Cantor Fitzgerald Income Trust Operating Partnership, L.P. (“Amendment No. 1”). Amendment No. 1 establishes and sets forth the terms of a new series of ownership interest designated as “Series A Preferred Units” and makes certain related amendments in connection with the issuance by the Company of the Series A Preferred Stock.

A copy of Amendment No. 1 is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), and the information in Amendment No. 1 is incorporated into this Item 1.01 by this reference. The above description of Amendment No. 1 is qualified in its entirety by reference to Amendment No. 1 incorporated by reference into this Report.

Item 3.03. Material Modification to Rights of Security Holders.

On April 6, 2026, in connection with the Offering, the Company filed Articles Supplementary classifying 920,000 shares of the Company’s authorized but unissued preferred stock as “9.50% Series A Cumulative Redeemable Preferred Stock” (the “Articles Supplementary”) with the Maryland State Department of Assessments and Taxation (“MSDAT”). The Articles Supplementary became effective upon filing with MSDAT.

The Series A Preferred Stock will rank senior to all classes or series of the Company’s common stock, par value $0.01 per share, with respect to dividend rights and rights upon voluntary or involuntary liquidation, dissolution or winding up of the Company. In addition, in the event that cumulative dividends on the Series A Preferred Stock for all past dividend periods have not been declared and paid (or declared and a sum sufficient for the payment thereof has not been set aside), the Company will be subject to certain restrictions on its ability to declare dividends on, or redeem, purchase or otherwise acquire, shares of capital stock ranking junior to or on a parity with the Series A Preferred Stock.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 6, 2026, in connection with the Offering, the Company filed the Articles Supplementary with MSDAT. The Articles Supplementary became effective upon filing with MSDAT. A copy of the Articles Supplementary is filed as Exhibit 3.1 to this Report, and the information in the Articles Supplementary is incorporated into this Item 5.03 by this reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits.

 

Exhibit No.   

Exhibit Description

3.1    Articles Supplementary designating the Series A Preferred Stock
10.1    First Amendment to Second Amended and Restated Limited Partnership Agreement of Cantor Fitzgerald Income Trust Operating Partnership, L.P., dated April 8, 2026
104    Cover Page Interactive Data File (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 hereunto duly authorized.

 

  CANTOR FITZGERALD INCOME TRUST, INC.
Date: April 10, 2026     By:  

/s/ Christopher A. Milner

    Christopher A. Milner
    President

Source: View Original Filing on SEC EDGAR

FAQ

What did Cantor Fitzgerald Income Trust (CFTR) change about its capital structure?

Cantor Fitzgerald Income Trust created a new 9.50% Series A Cumulative Redeemable Preferred Stock class. It classified 920,000 authorized preferred shares into this series and amended its operating partnership agreement to create corresponding Series A Preferred Units.

How does the 9.50% Series A Preferred Stock rank relative to CFTR common stock?

The 9.50% Series A Preferred Stock ranks senior to all classes or series of Cantor Fitzgerald Income Trust common stock. It has priority for dividend payments and in any voluntary or involuntary liquidation, dissolution, or winding up of the company.

What happens if CFTR misses dividends on its 9.50% Series A Preferred Stock?

If cumulative dividends on the Series A Preferred Stock for all past dividend periods are not declared and paid or set aside, Cantor Fitzgerald Income Trust faces restrictions on declaring dividends on, or redeeming or purchasing, capital stock ranking junior to or on parity with the Series A.

How many shares were designated as 9.50% Series A Preferred Stock for CFTR?

Cantor Fitzgerald Income Trust classified 920,000 shares of its authorized but unissued preferred stock as 9.50% Series A Cumulative Redeemable Preferred Stock through Articles Supplementary filed with the Maryland State Department of Assessments and Taxation.

What partnership changes accompanied CFTR’s new Series A Preferred Stock?

Acting as general partner of its operating partnership, Cantor Fitzgerald Income Trust entered into an amendment that creates a new series of "Series A Preferred Units" and updates related terms, aligning the partnership interests with the newly designated Series A Preferred Stock.

When did the Articles Supplementary for CFTR’s Series A Preferred become effective?

The Articles Supplementary classifying 920,000 shares as 9.50% Series A Cumulative Redeemable Preferred Stock became effective upon filing with the Maryland State Department of Assessments and Taxation on April 6, 2026.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents