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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): June 12, 2026
ADAMAS TRUST, INC.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
001-32216 |
|
47-0934168 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
90 Park Avenue
New York, New York 10016
(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:
| ¨ | 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, par value $0.01 per share |
|
ADAM |
|
NASDAQ Stock Market |
| |
|
|
|
|
| 8.000%
Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference |
|
ADAMN |
|
NASDAQ Stock Market |
| |
|
|
|
|
| 7.875%
Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par
value $0.01 per share, $25.00 Liquidation Preference |
|
ADAMM |
|
NASDAQ Stock Market |
| |
|
|
|
|
| 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference |
|
ADAML |
|
NASDAQ Stock Market |
| |
|
|
|
|
| 7.000%
Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference |
|
ADAMZ |
|
NASDAQ Stock Market |
| |
|
|
|
|
| 9.125% Senior Notes due 2029 |
|
ADAMI |
|
NASDAQ Stock Market |
| |
|
|
|
|
| 9.125% Senior Notes due 2030 |
|
ADAMG |
|
NASDAQ Stock Market |
| |
|
|
|
|
| 9.875% Senior Notes due 2030 |
|
ADAMH |
|
NASDAQ Stock Market |
| |
|
|
|
|
| 9.250% Senior Notes due 2031 |
|
ADAMO |
|
NASDAQ Stock Market |
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. ¨
Common Stock ATM Program
On June 12, 2026, Adamas
Trust, Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”)
with JonesTrading Institutional Services LLC, BTIG, LLC and B. Riley Securities, Inc., as sales agents (the “Agents”),
pursuant to which the Company may offer and sell, from time to time, shares of the Company’s common stock, par value $0.01 per share,
having a maximum aggregate offering price of up to $250,000,000 (the “Offered Stock”).
Pursuant to the Equity Distribution
Agreement, the Offered Stock may be offered and sold from time to time through the Agents in transactions that are deemed to be “at-the-market”
offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, in ordinary brokers'
transactions, on or through the Nasdaq Global Select Market, the existing trading market for the Offered Stock, or any other market venue
where the securities may be traded, to or through a market maker other than on an exchange, in privately negotiated transactions (including
block trades), or through a combination of any such methods of sale, or, if specified in a written notice from the Company, by any other
method permitted by law. Under the terms of the Equity Distribution Agreement, the Company may also sell the Offered Stock to an Agent
as principal for its own account at a price agreed upon at the time of sale. If the Company sells shares of the Offered Stock to an Agent
as principal, the Company will enter into a separate written agreement with such Agent. Under the Equity Distribution Agreement, each
Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of shares of the Offered Stock sold through such
Agent pursuant to the terms of the Equity Distribution Agreement. The Company has no obligation to sell, and the Agents have no obligation
to buy or sell, any of the Offered Stock under the Equity Distribution Agreement and the Company or the applicable Agent may at any time
suspend solicitations and offers under the Equity Distribution Agreement.
The Company expects to use
the net proceeds from the sales of the Offered Stock for general corporate purposes, which may include, among other things, acquiring
its targeted assets and various other types of mortgage-, residential housing- and credit-related assets that the Company may target from
time to time, and general working capital purposes.
The Offered Stock will be
issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-290073). The Company filed a prospectus
supplement, dated June 12, 2026, to the prospectus, dated September 16, 2025, with the Securities and Exchange Commission in
connection with the offer and sale of the Offered Stock.
The Equity Distribution Agreement
is attached hereto as Exhibit 1.1 and incorporated herein by reference. The foregoing description of the Equity Distribution Agreement
is not complete and is qualified in its entirety by reference to the Equity Distribution Agreement filed herewith as an exhibit to this
Current Report on Form 8-K.
In connection with the filing
of the Equity Distribution Agreement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of
its Maryland counsel, Vinson & Elkins L.L.P.
This Current Report on Form 8-K
shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or other jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit |
|
Description |
| 1.1† |
|
Equity Distribution Agreement, dated June 12, 2026, by and between the Company and JonesTrading Institutional Services LLC, BTIG, LLC and B. Riley Securities, Inc. |
| |
|
|
| 5.1† |
|
Opinion of Vinson & Elkins L.L.P. regarding legality of the Offered Stock. |
| |
|
|
| 23.1 |
|
Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto). |
| Exhibit |
|
Description |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL). |
† Filed
herewith.
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 12, 2026 |
By: |
/s/ Kristine R. Nario-Eng |
| |
|
Kristine R. Nario-Eng |
| |
|
Chief Financial Officer |