Business Context and Reporting Period
Company: ADAMAS TRUST, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: June 12, 2026
Principal Executive Offices: 90 Park Avenue, New York, New York 10016
Business Overview: The Company is a Maryland corporation focused on acquiring mortgage-, residential housing-, and credit-related assets. It has multiple classes of securities registered on the NASDAQ Stock Market, including common stock and various series of preferred stock and senior notes.
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding a corporate event and does not contain periodic financial statements. Consequently, specific values for revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Capital Structure Highlights (Registered Securities):
- Common Stock (Symbol: ADAM)
- Series D Preferred Stock: 8.000% Fixed-to-Floating Rate (Symbol: ADAMN)
- Series E Preferred Stock: 7.875% Fixed-to-Floating Rate (Symbol: ADAMM)
- Series F Preferred Stock: 6.875% Fixed-to-Floating Rate (Symbol: ADAML)
- Series G Preferred Stock: 7.000% Cumulative Redeemable (Symbol: ADAMZ)
- Senior Notes due 2029: 9.125% (Symbol: ADAMI)
- Senior Notes due 2030: 9.125% (Symbol: ADAMG) and 9.875% (Symbol: ADAMH)
- Senior Notes due 2031: 9.250% (Symbol: ADAMO)
Material Changes and Events
Item 8.01: Other Events - Common Stock ATM Program
On June 12, 2026, the Company entered into an Equity Distribution Agreement with JonesTrading Institutional Services LLC, BTIG, LLC, and B. Riley Securities, Inc. (the "Agents").
- Program Type: At-the-market ("ATM") equity distribution program.
- Maximum Offering Price: Up to $250,000,000 of common stock.
- Sales Method: Shares may be sold through ordinary brokers' transactions on the Nasdaq Global Select Market, privately negotiated transactions, or other permitted methods.
- Compensation: Agents are entitled to up to 2.0% of the gross proceeds from sales.
- Obligations: Neither the Company nor the Agents are obligated to sell or buy any shares; the Company may suspend the program at any time.
Guidance, Outlook, and Use of Proceeds
Use of Proceeds: The Company expects to use net proceeds from the ATM program for general corporate purposes. Specific uses may include:
- Acquiring targeted assets.
- Purchasing mortgage-, residential housing-, and credit-related assets.
- General working capital purposes.
Legal and Regulatory: The Offered Stock is issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-290073). A prospectus supplement dated June 12, 2026, was filed with the SEC. The filing includes an opinion of counsel from Vinson & Elkins L.L.P. regarding the legality of the Offered Stock.
Investor Verification Checklist
- ATM Program Terms: Verify the specific terms of the Equity Distribution Agreement (Exhibit 1.1) regarding suspension rights and pricing mechanisms.
- Dilution Impact: Assess the potential dilution to existing shareholders if the full $250,000,000 offering is executed.
- Asset Acquisition Strategy: Review subsequent filings for details on specific assets acquired using the ATM proceeds.
- Preferred Stock Obligations: Monitor the Company's ability to meet dividend obligations on its multiple series of preferred stock and interest payments on senior notes given the current interest rate environment.
- Registration Status: Confirm the status of the Form S-3 registration statement (File No. 333-290073) to ensure the offering remains valid.