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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): November 3, 2025
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 November 3, 2025, LCMT Warehouse, LLC (“Seller”), an
indirect wholly owned subsidiary of Lument Finance Trust, Inc. (the “Company”), entered into an Uncommitted Master Repurchase
Agreement (the “Repurchase Agreement”) with JPMorgan Chase Bank, National Association (“JPM” or “Buyer”).
The Repurchase Agreement provides up to $450 million to finance first mortgage loans, controlling loan participations and other commercial
mortgage loan debt instruments secured by commercial real estate, as described in more detail in the Repurchase Agreement.
Advances under the Repurchase Agreement accrue interest at per annum
rates equal to term SOFR plus a spread to be determined on a case-by-case basis between Seller and Buyer. The initial maturity date of
the Repurchase Agreement is November 3, 2028, with two (2) one-year extensions at Seller’s option, which may be exercised upon the
satisfaction of certain conditions as described in more detail in the Repurchase Agreement.
In connection with the Repurchase Agreement, the Company entered into
a Guarantee Agreement (the “Guarantee”) with JPM, under which the Company guarantees the Seller’s payment and performance
obligations under the Repurchase Agreement. Subject to certain exceptions, the maximum liability of the Company under the Guarantee will
not exceed 25% of the then currently unpaid aggregate repurchase price of all purchased loans with respect to transactions then outstanding
and related obligations under the Repurchase Agreement.
The Repurchase Agreement and Guarantee contain representations, warranties,
covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition,
the Company, as guarantor, is subject to certain financial covenants in respect of the Guarantee, including minimum unencumbered liquidity,
minimum tangible net worth, maximum leverage ratio, and an interest charge coverage ratio.
The foregoing summary does not purport to be a complete description
and is qualified in its entirety by the Repurchase Agreement and Guarantee, which are filed as exhibits to this Current Report on Form
8-K.
| 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 | Uncommitted Master Repurchase Agreement, dated as of November 3,
2025, by and between LCMT Warehouse, LLC and JPMorgan Chase Bank, National Association. |
| 10.2 | Guarantee
Agreement, dated as of November 3, 2025, by Lument Finance Trust, Inc. in favor of JPMorgan
Chase Bank, National Association. |
| 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: November 7, 2025 |
By: |
/s/ James A. Briggs |
| |
|
James A. Briggs |
| |
|
Chief Financial Officer |
