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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):
July 24, 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 3.01 | Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On July 24, 2026, Lument Finance Trust, Inc.
(the “Company”) received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that
the Company is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s
common stock was less than $1.00 over a consecutive 30 trading-day period.
The
notice is a notice of deficiency, not delisting, and does not currently impact the listing and trading of the Company’s common
stock on the NYSE.
In accordance with NYSE rules, the Company intends
to notify the NYSE timely of its intent to regain compliance with the minimum share price requirement. The Company may regain compliance
at any time during the six-month cure period following receipt of the Notice if, on the last trading day of any calendar month during
the cure period, the Company’s common stock has a closing share price of at least $1.00 and an average closing share price of at
least $1.00 over the 30 trading-day period ending on such date.
The Company’s common stock will continue
to be listed and traded on the NYSE during the cure period, subject to the Company’s continued compliance with the NYSE’s
other continued listing standards.
The Company intends to continue monitoring the
market price of its common stock and is considering all available alternatives to regain compliance with the NYSE minimum share price
requirement. Such alternatives may include a reverse stock split, subject to any required corporate approvals. The Company has not committed
to any particular course of action at this time.
| Item 7.01 | Regulation FD Disclosure. |
As required by NYSE rules,
on July 30, 2026, the Company issued a press release announcing receipt of the Notice described in Item 3.01 above. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information disclosed in this Item 7.01 including
Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward Looking Statements
Certain
statements included in this Form 8-K constitute forward-looking statements intended to qualify for the safe harbor contained in Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. These forward-looking
statements include, without limitation, statements regarding the Company’s plans, intentions, expectations, objectives or ability
to regain compliance with the NYSE’s continued listing standards, including a potential reverse stock split and intention to consider
alternatives to cure the NYSE continued listing requirement deficiency. You are cautioned not to place undue reliance on forward-looking
statements in this Form 8-K and should consider carefully the factors described in Part I, Item IA “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is available on the SEC’s website at www.sec.gov,
and in the Company’s other filings with the SEC, when evaluating these forward-looking statements. Forward-looking statements are
subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. Except
as required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
| |
99.1 | Press Release of Lument Finance Trust, Inc.,
dated July 30, 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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
LUMENT Finance
Trust, Inc. |
| |
|
| |
|
|
| Date: July 30, 2026 |
By: |
/s/ James A.
Briggs |
| |
|
James A. Briggs |
| |
|
Chief Financial Officer |
Exhibit 99.1
Lument Finance Trust
Receives NYSE Continued Listing Standard Notice
New York, NY, July
30, 2026/PRNewswire – Lument Finance Trust, Inc. (NYSE: LFT) (“LFT” or the “Company”)
today announced that it received notice from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance
with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less
than $1.00 over a consecutive 30 trading-day period.
The notice is a notice
of deficiency, not delisting, and does not currently impact the listing and trading of the Company’s common stock on the NYSE.
As required by NYSE rules,
the Company intends to timely notify the NYSE of its intent to regain compliance with the minimum share price requirement. The Company
may regain compliance at any time during the six-month cure period, which ends on January 24, 2027, if, on the last trading day of any
calendar month during the cure period, the Company’s common stock has a closing share price of at least $1.00 and an average closing
share price of at least $1.00 over the 30 trading-day period ending on such date.
The Company’s common
stock will continue to be listed and trade on the NYSE during the cure period, subject to the Company’s continued compliance with
the NYSE’s other continued listing standards.
The Company intends to
continue monitoring the market price of its common stock and is considering all available alternatives to regain compliance with the NYSE
minimum share price requirement. Such alternatives may include a reverse stock split, subject to any required corporate approvals. The
Company has not committed to any particular course of action at this time.
About LFT
LFT is a Maryland corporation focused
on investing in, financing and managing a portfolio of commercial real estate debt investments. The Company primarily invests in
transitional floating rate commercial mortgage loans with an emphasis on middle-market multi-family assets. LFT is externally managed
and advised by Lument Investment Management, LLC, a Delaware limited liability company.
Additional Information and Where to Find It
Investors, security holders and other interested
persons may find additional information regarding the Company at the SEC’s Internet site at http://www.sec.gov/, the Company
website www.lumentfinancetrust.com, or by directing requests to: Lument Finance Trust, 230 Park Avenue, 20th Floor, New York, NY 10169,
Attention: Investor Relations.
Forward Looking Statements
Certain statements included
in this press release constitute forward-looking statements intended to qualify for the safe harbor contained in Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. These forward-looking statements include, without
limitation, statements regarding the Company’s plans, intentions, expectations, objectives or ability to regain compliance with
the NYSE’s continued listing standards, including a potential reverse stock split and intention to consider alternatives to cure
the NYSE continued listing requirement deficiency. You are cautioned not to place undue reliance on forward-looking statements in this
press release and should consider carefully the factors described in Part I, Item IA “Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025, which is available on the SEC’s website at www.sec.gov,
and in the Company’s other filings with the SEC, when evaluating these forward-looking statements. Forward-looking statements are
subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. Except
as required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Investor Relations
Contact:
James Briggs
Chief Financial Officer
(212) 521-6323
james.briggs@lument.com
Media Contact:
Tyler Howard
Associate Director
(513) 403-1911
tyler.howard@lument.com