Adamas Trust Inc美股招股说明书(2026-01-07版)

We are offering $90,000,000 aggregate principal amount of our 9.250% Senior Notes due 2031 (or the “notes”) under this prospectussupplement. The notes will bear interest at a rate equal to 9.250% per year, payable quarterly in arrears on January1, April1, July1 andOctober1 of each year, beginning on April1, 2026. The notes will mature on April1, 2031. The notes will be issued in minimumdenominations of $25 and integral multiples of $25 in excess thereof. We may redeem the notes, in whole or in part, at any time and from time to time on or after April1,2028 at a redemption price equal to100% of the principal amount redeemed plus accrued and unpaid interest to, but excluding, the redemption date. Upon a Change of ControlRepurchase Event, we will be required to make an offer to repurchase all outstanding notes at a price in cash equal to 101% of the principalamount of the notes, plus accrued and unpaid interest to, but not including, the repurchase date. See “Description of the Notes — Offer toRepurchase Upon a Change of Control Repurchase Event.” The notes will be our senior unsecured obligations and will rank senior in right of payment to anyfuture indebtedness that is expresslysubordinated in right of payment to the notes, equal in right of payment to our existing and future unsecured and unsubordinated indebtedness,including our 5.75% Senior Notes due 2026, 9.125% Senior Notes due 2029, 9.125% Senior Notes due 2030 and 9.875% Senior Notes due2030, effectively junior to any future secured indebtedness to the extent of the value of the assets securing such indebtedness and structurallyjunior to all existing and future indebtedness and any preferred equity of our subsidiaries as well as to any of our existing or futureindebtedness that may be guaranteed by any of our subsidiaries (to the extent of any such guarantee). The notes are a new issue of securities and there is no established trading market for the notes. We have applied to list the notes on theNasdaq Global Select Market (“Nasdaq”) under the symbol “ADAMO”. If approved for listing, trading on Nasdaq is expected to begin within30days of January13, 2026, the original issue date. The notes are expected to trade “flat,” meaning that purchasers will not pay, and sellerswill not receive, any accrued and unpaid interest on the notes that is not included in the trading price. Investing in the notes involves risks that are described under the caption “Risk Factors” beginning on pageS-9of this prospectus supplement,as well as those described in ourAnnual Report on Form 10-K for the fiscalyear ended December31, 2024andQuarterly Reports on Form 10-Qfor the quarterly periods ended March31, 2025,June30, 2025andSeptember30, 2025and as updated by those risks described in our subsequentfilings with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),which are incorporated by reference in this prospectus supplement. Per NoteTotalPublic offering price$25.00$90,000,000Underwriting discounts and commissions$ 0.7875$ 2,835,000Proceeds to us (before expenses)$24.2125$87,165,000(1) (1)Assumes no exercise of the underwriters’ over-allotment option. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. We have also granted the underwriters an option to purchase within 30days from the date of this prospectus supplement up to anadditional $13,500,000 principal amount of notes from us at the initial public offering price less the underwriting discounts and commissionssolely to cover over-allotments, if any. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company on or aboutJanuary13, 2026. Joint Book-Running Managers Keefe, Bruyette&WoodsA Stifel Company MorganStanley PiperSandler UBS InvestmentBank The date of this prospectus supplement is January6, 2026 TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3SUMMARYS-5OUR COMPANYS-5THE OFFERINGS-6RISK FACTORSS-9USE OF PROCEEDSS-12DESCRIPTION OF THE NOTESS-13ADDITIONAL MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-21UNDERWRITINGS-26LEGAL MATTERSS-30EXPERTSS-30WHERE YOU CAN FIND MORE INFORMATIONS-30INCORPORATION BY REFERENCE OF INFORMATION FILED WITH THE SECS-31 PROSPECTUS PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3OUR COMPANY5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF THE SECURITIES WE MAY OFFER8DESCRIPTION OF COMMON STOCK9DESCRIPTION OF PREFERRED STOCK13DESCRIPTION OF DEBT SECURITIES20GLOBAL SECURITIES31CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS32MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS37PLAN OF D