ADAMAS TRUST, INC.ADAM
ADAMAS TRUST, INC. Debt Disclosure
15. Debt
Senior Unsecured Notes
On July 8, 2025, the Company completed the issuance of $90.0 million in aggregate principal amount of its 9.875% 2030 Senior Notes in an underwritten public offering. The total proceeds to the Company from the offering of the 9.875% 2030 Senior Notes, after deducting the underwriters' discount and commissions and offering expenses, were approximately $86.6 million. On August 22, 2025, the Company issued an additional $25.0 million in aggregate principal amount of the 9.875% 2030 Senior Notes in a registered direct offering. The total proceeds to the Company from the registered direct offering of the 9.875% 2030 Senior Notes, after deducting offering expenses, were approximately $24.8 million.
On January 14, 2025, the Company completed the issuance of $82.5 million in aggregate principal amount of its 9.125% 2030 Senior Notes in an underwritten public offering. The total net proceeds to the Company from the offering of the 9.125% 2030 Senior Notes, after deducting the underwriters' discount and commissions and offering expenses, were approximately $79.3 million.
On June 28, 2024, the Company completed the issuance of $60.0 million in aggregate principal amount of its 2029 Senior Notes in an underwritten public offering. The total net proceeds to the Company from the offering of the 2029 Senior Notes, after deducting the underwriters' discount and commissions and offering expenses, were approximately $57.5 million.
On April 27, 2021, the Company completed the issuance and sale to various qualified institutional investors of $100.0 million aggregate principal amount of its unregistered 5.75% Senior Notes due 2026 (the "Unregistered Notes") in a private placement offering at 100% of the principal amount. The net proceeds to the Company from the sale of the Unregistered Notes, after deducting offering expenses, were approximately $96.3 million. Subsequent to the issuance of the Unregistered Notes, the Company conducted an exchange offer wherein the Company exchanged its registered 5.75% Senior Notes due 2026 (the "Registered Notes" and, together with the aggregate principal amount of Unregistered Notes that remain outstanding, the "2026 Senior Notes") for an equal principal amount of Unregistered Notes.
The Senior Unsecured Notes are senior unsecured obligations of the Company that are equal in right of payment to each other and structurally subordinated in right of payment to the Company's subordinated debentures. No sinking fund is provided for the Senior Unsecured Notes.
The following table presents a summary of the Senior Unsecured Notes as of December 31, 2025 and 2024, respectively (dollar amounts in thousands):
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
Outstanding Face Amount | Carrying Value | Outstanding Face Amount | Carrying Value | |||||||||||||||||||||||
9.875% 2030 Senior Notes at fair value | $ | 115,000 | $ | 118,496 | $ | — | $ | — | ||||||||||||||||||
9.125% 2030 Senior Notes at fair value | 82,500 | 82,431 | — | — | ||||||||||||||||||||||
2029 Senior Notes at fair value | 60,000 | 59,925 | 60,000 | 60,310 | ||||||||||||||||||||||
2026 Senior Notes at amortized cost, net | 100,000 | 99,585 | 100,000 | 98,886 | ||||||||||||||||||||||
Total Senior Unsecured Notes | $ | 357,500 | $ | 360,437 | $ | 160,000 | $ | 159,196 | ||||||||||||||||||
The Company has elected the fair value option with respect to the 9.875% 2030 Senior Notes, 9.125% 2030 Senior Notes and 2029 Senior Notes. The following table presents a summary of the key terms of the notes carried at fair value as of December 31, 2025:
Interest Rate | First Interest Payment Date | Maturity Date | Optional Redemption Date | |||||||||||||||||||||||
9.875% 2030 Senior Notes at fair value | 9.875 | % | October 1, 2025 | October 1, 2030 | October 1, 2027 | |||||||||||||||||||||
9.125% 2030 Senior Notes at fair value | 9.125 | % | April 1, 2025 | April 1, 2030 | April 1, 2027 | |||||||||||||||||||||
2029 Senior Notes at fair value | 9.125 | % | October 1, 2024 | July 1, 2029 | July 1, 2026 | |||||||||||||||||||||
The interest on the notes listed above is payable in cash quarterly in arrears on January 1, April 1, July 1, and October 1 of each year, beginning on the respective first interest payment dates, and the notes mature on the respective maturity dates, unless earlier redeemed. The Company may redeem the notes, in whole or in part, at any time at the Company's option on or after the respective optional redemption dates noted above, at a redemption price equal to 100% of the respective outstanding principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the respective redemption date.
For the years ended December 31, 2025 and 2024, none of the change in the fair value of the respective notes carried at fair value outstanding as of such dates was due to instrument-specific credit risk. Accordingly, the Company recognized $3.0 million and $0.3 million in net unrealized losses for the years ended December 31, 2025 and 2024, respectively, on the notes carried at fair value, which are included in unrealized gains (losses), net on the accompanying consolidated statements of operations.
2026 Senior Notes
As of December 31, 2025, the Company had $100.0 million aggregate principal amount of its 2026 Senior Notes outstanding. On June 12, 2025, the Company completed a consent solicitation from holders of the 2026 Senior Notes to amend the indenture pursuant to which such notes were issued to modify a covenant related to Company leverage. Costs related to the original issuance of the 2026 Senior Notes, which include underwriting, legal, accounting and other fees, are reflected as deferred charges. Additionally, consent fees paid to bondholders related to the amendment of the indenture for the 2026 Senior Notes are included in deferred charges. The deferred charges, net of amortization, are presented as a deduction from the corresponding debt liability on the Company's accompanying consolidated balance sheets in the amount of $0.4 million and $1.1 million as of December 31, 2025 and 2024, respectively. The deferred charges are amortized as an adjustment to interest expense using the effective interest method, resulting in a total cost to the Company of approximately 6.73%. Third-party expenses related to the aforementioned consent solicitation in the amount of $0.5 million are included in financing transaction costs in the accompanying consolidated statements of operations for the year ended December 31, 2025. The Company redeemed its 2026 Senior Notes at 100% of the $100.0 million principal amount plus accrued but unpaid interest to, but excluding, the redemption date, for a total payment of $101.5 million on February 2, 2026 (see Note 26).
The 2026 Senior Notes bear interest at a rate of 5.75% per year, subject to adjustment from time to time based on changes in the ratings of the 2026 Senior Notes by one or more nationally recognized statistical rating organizations (a “NRSRO”). The annual interest rate on the 2026 Senior Notes will increase by (i) 0.50% per year beginning on the first day of any six-month interest period if as of such day the 2026 Senior Notes have a rating of BB+ or below and above B+ from any NRSRO and (ii) 0.75% per year beginning on the first day of any six-month interest period if as of such day the 2026 Senior Notes have a rating of B+ or below or no rating from any NRSRO. Interest on the 2026 Senior Notes is paid semi-annually in arrears on April 30 and October 30 of each year, and the 2026 Senior Notes will mature on April 30, 2026.
The Company had the right to redeem the 2026 Senior Notes, in whole or in part, at any time prior to April 30, 2023 at a redemption price equal to 100% of the principal amount of the 2026 Senior Notes to be redeemed, plus the applicable "make-whole" premium, plus accrued but unpaid interest, if any, to, but excluding, the redemption date. The "make-whole" premium was equal to the present value of all interest that would have accrued between the redemption date and up to, but excluding, April 30, 2023, plus an amount equal to the principal amount of such 2026 Senior Notes multiplied by 2.875%. After April 30, 2023, the Company has the right to redeem the 2026 Senior Notes, in whole or in part, at 100% of the principal amount of the 2026 Senior Notes to be redeemed, plus accrued but unpaid interest, if any, to, but excluding, the redemption date, plus an amount equal to the principal amount of such 2026 Senior Notes multiplied by a date-dependent multiple as detailed in the following table:
| Redemption Period | Multiple | |||||||
April 30, 2023 - April 29, 2024 | 2.875 | % | ||||||
April 30, 2024 - April 29, 2025 | 1.4375 | % | ||||||
April 30, 2025 - April 29, 2026 | — | |||||||
As of December 31, 2025, the Company's 2026 Senior Notes contain various covenants including the maintenance of a minimum net asset value, ratio of unencumbered assets to unsecured indebtedness and senior debt service coverage ratio. In addition, the 2026 Senior Notes limit the amount of Company leverage, net of cash held by the Company, to no more than eight times its equity and limit the Company's ability to transfer its assets substantially as an entirety or merge into or consolidate with another person. The Company is in compliance with such covenants as of December 31, 2025.
Subordinated Debentures
Subordinated debentures are trust preferred securities that are fully guaranteed by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment. Prior to July 2023, each of the Company's subordinated debentures incurred interest at a floating rate equal to three-month LIBOR plus an applicable spread, resetting quarterly. In light of the cessation of the publication of three-month LIBOR after June 30, 2023, and pursuant to the terms of each of the Company's subordinated debentures, as of December 31, 2025, the floating rate for each of the Company's subordinated debentures is equal to plus both a tenor spread adjustment of 0.26161% per annum and the applicable spread.
The following table summarizes the key details of the Company’s subordinated debentures as of December 31, 2025 and 2024 (dollar amounts in thousands):
| NYM Preferred Trust I | NYM Preferred Trust II | |||||||||||||
| Principal value of trust preferred securities | $ | 25,000 | $ | 20,000 | ||||||||||
| Interest rate | Three-month CME Term SOFR plus tenor spread adjustment of 0.26161% plus 3.75%, resetting quarterly | Three-month CME Term SOFR plus tenor spread adjustment of 0.26161% plus 3.95%, resetting quarterly | ||||||||||||
| Scheduled maturity | March 30, 2035 | October 30, 2035 | ||||||||||||
As of February 20, 2026, the Company has not been notified, and is not aware, of any event of default under the indenture for the subordinated debentures.
Mortgages Payable on Real Estate
As of December 31, 2025 and 2024, the Company owned joint venture equity investments in entities that own multi-family apartment communities, which the Company determined to be VIEs and for which the Company is the primary beneficiary. The Company also owned a preferred equity investment in a VIE that owns a multi-family apartment community and for which the Company is the primary beneficiary. Accordingly, the Company consolidated the respective VIEs into its consolidated financial statements (see Note 7).
During the years ended December 31, 2025 and 2024, sales of consolidated multi-family apartment communities resulted in the repayment or assumption of the related mortgages payable (see Note 8).
During the year ended December 31, 2024, one entity in which the Company held a joint venture equity investment entered into a debt restructuring agreement with the senior lender for its mortgage payable. As part of the agreement, the required strike price of the interest rate cap agreement related to the respective mortgage payable increased and a portion of interest payments was deferred until the maturity date. The restructuring did not result in a change in the carrying amount of the mortgage payable and no gain was recorded. During the year ended December 31, 2024, the Company sold its joint venture equity investment in the entity, which resulted in the de-consolidation of the mortgage payable subject to the debt restructuring agreement.
The consolidated multi-family apartment communities are subject to mortgages payable collateralized by the associated real estate assets. The Company has no obligation for repayment of the mortgages payable but, with respect to certain of the mortgages payable, it may execute a guaranty related to commitment of bad acts. The following table presents detailed information for these mortgages payable on real estate as of December 31, 2025 and 2024, respectively (dollar amounts in thousands):
| Maximum Committed Mortgage Principal Amount | Outstanding Mortgage Balance | Net Deferred Finance Cost | Mortgage Payable, Net (1) | Stated Maturity | Weighted Average Interest Rate (2) (3) | ||||||||||||||||||||||||||||||
| December 31, 2025 | $ | 333,332 | $ | 333,332 | $ | (1,201) | $ | 332,131 | 2026 - 2032 | 4.46 | % | ||||||||||||||||||||||||
| December 31, 2024 | 368,158 | 368,158 | (1,552) | 366,606 | 2026 - 2032 | 4.48 | % | ||||||||||||||||||||||||||||
(1)The Company repositioned its business through the opportunistic disposition over time of the Company's joint venture equity investments in multi-family properties and reallocation of its capital away from such assets to its targeted assets. Accordingly, mortgages payable on real estate related to certain joint venture equity investments in multi-family properties are included in liabilities of disposal group held for sale on the accompanying consolidated balance sheets as of December 31, 2024. See Note 9 for additional information.
(2)Weighted average interest rate is calculated using the outstanding mortgage balance and interest rate as of the date indicated.
(3)For variable-rate mortgages payable, the applicable entities, as required by the loan agreements, entered into interest rate cap contracts with counterparties that limit the indexed portion of the interest rate to a fixed rate. See Note 10 for additional information.
Debt Maturities
As of December 31, 2025, maturities for debt on the Company's consolidated balance sheet are as follows (dollar amounts in thousands):
| Year Ending December 31, | Total | |||||||
| 2026 | $ | 125,461 | ||||||
| 2027 | — | |||||||
| 2028 | — | |||||||
| 2029 | 279,113 | |||||||
| 2030 | 197,500 | |||||||
| Thereafter | 133,758 | |||||||
| Total | $ | 735,832 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 25, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 25, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.