ADAMAS TRUST, INC. 8-K

What Happened Adamas Trust, Inc. filed an 8-K on June 11, 2026 announcing several governance and compensation actions. Stockholders approved a Third Amendment to the 2017 Equity Incentive Plan (effective April 23, 2026) that increases the plan’s share reserve and extends its term. On the same date the Board adopted a new Deferred Compensation Plan and a 2024 PSU Deferral Election Form. The Board also reappointed Lisa A. Pendergast as Lead Independent Director and Steven R. Mumma as Chairman, and declared the regular quarterly cash dividend on common stock plus dividends on its Series D, E, F and G preferred shares for the period April 15–July 14, 2026.

Key Details

• The Third Amendment adds 9,000,000 shares to the 2017 Equity Incentive Plan and extends the plan to April 23, 2036; it also raises the aggregate annual compensation limit for non-employee directors (equity + cash) to $750,000 and removes obsolete 162(m) language.
• The Deferred Compensation Plan (adopted June 11, 2026) lets selected executives and non-employee directors defer up to 80% of base salary, bonuses, director fees, and RSUs/PSUs; deferred cash is credited with notional investment returns and deferred equity units track the company’s common stock.
• Deferral elections generally must be made before Dec 31 of the year prior to the year compensation is earned (performance-based deferrals require election at least six months before period end); payments occur on elected dates or upon certain events (separation from service, death, disability, change in control) and may be delayed if required by IRC Section 409A.
• The Board declared the quarterly common-stock dividend for the quarter ending June 30, 2026 and declared dividends on Series D, E, F and G preferred shares for April 15–July 14, 2026.

Why It Matters These actions affect shareholders in concrete ways: the equity plan amendment authorizes up to 9 million additional shares that could be granted over time (potential dilution if fully used), and the higher director compensation cap and new deferred compensation program change how and when executives and directors receive pay—potentially shifting timing of cash and equity outflows. Board reappointments signal continuity in leadership. The declared dividends provide near-term cash returns to common and preferred shareholders. Investors should note the amendment and deferred-compensation details when modeling future share count, corporate expense, and cash-flow timing.