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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): February 17, 2026
LUMENT FINANCE TRUST, INC.
(Exact name of registrant as specified in its charter)
| Maryland |
|
001-35845 |
|
45-4966519 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
230 Park Avenue, 20th
Floor
New York, New York 10169
(Address of principal executive offices)
(212) 317-5700
(Registrant’s telephone number, including
area code)
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 (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, $0.01 par value per share |
|
LFT |
|
New York Stock Exchange |
| 7.875% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |
|
LFTPrA |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§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 1.01 | Entry
into a Material Definitive Agreement. |
On February 17, 2026, Lument Finance Trust, Inc. (the “Company”),
as borrower, and its subsidiaries, Five Oaks Acquisition Corp. and Lument CMT Equity, LLC, each as a guarantor (together, the “Guarantors”),
Cortland Capital Market Services LLC, as the administrative agent and collateral agent (the “Agent”), and the lenders party
thereto, entered into an amendment (the “Fifth Amendment”) to the Credit and Guaranty Agreement, dated January 15, 2019, as
amended by each of the First Amendment to Credit and Guaranty Agreement, dated February 13, 2019, the Second Amendment to Credit and Guaranty
Agreement, dated July 9, 2020, the Third Amendment to Credit and Guaranty Agreement, dated April 21, 2021, the Amended and Restated Third
Amendment to Credit and Guaranty Agreement, dated August 23, 2021, and the Fourth Amendment to Credit and Guaranty Agreement, dated February
22, 2022 (collectively, and as further amended by the Fifth Amendment, the “Credit and Guaranty Agreement”).
The Fifth Amendment extended the maturity
date of the secured term loans provided under the Credit and Guaranty Agreement to February 20, 2026.
On February 20, 2026, the Company and the
Guarantors entered into a further amendment (the “Sixth Amendment”) to the Credit and Guaranty Agreement (as so amended,
the “Amended Credit and Guaranty Agreement”) with the Agent and the lenders party thereto, to, among other things:
| · | provide the Company with an incremental secured term loan in the aggregate
principal amount of $2.25 million (the “Second Incremental Secured Term Loan”), which the Company drew upon on February 23,
2026; |
| · | extend the maturity date of the secured term loans
provided under the Amended Credit and Guaranty Agreement from February 20, 2026 to February 20, 2030. Such secured term loans
include (i) the initial secured term loan in the aggregate principal amount of $40.25 million, which was drawn by the Company on
February 14, 2019, (ii) the first incremental secured term loan in the aggregate principal amount of $7.5 million, which was drawn
by the Company on August 23, 2021, and (iii) the Second Incremental Secured Term Loan (collectively, the “Secured Term Loans”); |
| · | amend
certain terms applicable to borrowing base eligible assets, permitted debt and the advance
rate applicable to borrowing base debt subsidiaries; and |
| · | amend certain financial covenants, including the maximum total net leverage
ratio and minimum tangible net worth and include a minimum liquidity financial covenant. |
Pursuant to the terms of the Amended Credit and
Guaranty Agreement, borrowings under the Secured Term Loans bear interest at a fixed rate of 9.75% per annum, which is subject to step
up by 0.50% per annum for the first three months after February 20, 2029, with further step ups of 0.50% per annum every three months
thereafter until the maturity date.
The Company has agreed to pay the lenders a
customary fee for the Sixth Amendment and reimburse certain expenses incurred by the lenders in connection with the Fifth Amendment
and the Sixth Amendment.
This summary does not purport to be complete and
is qualified in its entirety by reference to the Fifth Amendment and the Sixth Amendment, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
| Item 2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement
of a Registrant. |
The information included in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 2.03.
(d) Exhibits.
| 10.1 | Fifth Amendment to Credit and Guaranty Agreement, dated February 17, 2026, by and among Lument Finance Trust, Inc., Five
Oaks Acquisition Corp., Lument CMT Equity, LLC, Cortland Capital Market Services LLC, as the administrative agent and collateral agent,
and the lenders party thereto. |
| 10.2 | Sixth Amendment to Credit and Guaranty Agreement, dated February 20, 2026, by and among Lument Finance Trust, Inc., Five
Oaks Acquisition Corp., Lument CMT Equity, LLC, Cortland Capital Markets Services LLC, as the administrative agent and collateral agent,
and the lenders party thereto. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
LUMENT Finance Trust, Inc. |
| |
|
|
| Date: February 23, 2026 |
By: |
/s/ James A. Briggs |
| |
|
James A. Briggs |
| |
|
Chief Financial Officer |
