Adamas Trust Inc美股招股说明书(2026-06-12版)

We have entered into an equity distribution agreement, dated June12, 2026, with JonesTrading Institutional Services LLC(“Jones”), BTIG, LLC (“BTIG”) and B. Riley Securities, Inc. (“B. Riley”) relating to shares of our common stock, par value$0.01 per share, referred to as our Common Stock, offered by this prospectus supplement and the accompanying prospectus. Werefer to our Common Stock offered under this prospectus supplement and the accompanying prospectus, collectively, as theOffered Stock, and to each of Jones, BTIG and B. Riley as an Agent, or, collectively, the Agents. In accordance with the terms ofthe equity distribution agreement, we may offer and sell shares of our Common Stock having a maximum aggregate offeringprice of up to $250,000,000. Our Common Stock is listed on The Nasdaq Global Select Market, or Nasdaq, under the symbol “ADAM.” The lastreported sale price of our Common Stock on Nasdaq on June11, 2026, was $9.11 per share. There are certain restrictions on transfer and ownership of the Offered Stock intended to preserve our qualification as a realestate investment trust (“REIT”) for U.S. federal income tax purposes. Please see the section titled “Description of CommonStock — Restrictions on Ownership and Transfer” in the accompanying prospectus. Sales of shares of the Offered Stock, if any, under this prospectus supplement and the accompanying prospectus may bemade by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule415 under the Securities Actof 1933, as amended (the “Securities Act”), including, without limitation, in ordinary brokers’ transactions, on or throughNasdaq, the existing trading market for the Offered Stock, or any other market venue where the securities may be traded, to orthrough a market maker other than on an exchange, in privately negotiated transactions (including block trades), or through acombination of any such methods of sale, or, if specified in a written notice from us, by any other method permitted by law. Theshares of the Offered Stock may be sold at market prices prevailing at the time of sale, at prices related to such prevailingmarket prices or at negotiated prices. Each Agent will make all sales using commercially reasonable efforts consistent with itsnormal trading and sales practices, on mutually agreed terms between each Agent and us. There is no arrangement for funds tobe received in any escrow, trust or similar arrangement. Under the terms of the equity distribution agreement, we also may sell shares of the Offered Stock to an Agent as principalfor its own account at a price agreed upon at the time of sale. If we sell shares of the Offered Stock to an Agent as principal, wewill enter into a separate written agreement with such Agent, and we will describe this agreement in a separate prospectussupplement. The Agents will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of the shares of the OfferedStock sold through the Agents under the equity distribution agreement, as further described herein under the caption “Plan ofDistribution.” In connection with the sale of shares of the Offered Stock on our behalf, an Agent may be deemed to be an“underwriter” within the meaning of the Securities Act, and the compensation of such Agent may be deemed to be underwritingcommissions or discounts. Investing in the Offered Stock involves a high degree of risk. See “Risk Factors” beginning on pageS-3of this prospectussupplement, as well as those described in ourAnnual Report on Form 10-K for the fiscal year ended December31, 2025, as updatedby those risks described in our subsequent filings with the Securities and Exchange Commission (the “SEC”) under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), which are incorporated by reference in this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. B. Riley Securities The date of this prospectus supplement is June12, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiWHERE YOU CAN FIND MORE INFORMATIONS-vINCORPORATION BY REFERENCE OF INFORMATION FILED WITH THE SECS-vPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3USE OF PROCEEDSS-5PLAN OF DISTRIBUTIONS-6LEGAL MATTERSS-8EXPERTSS-8 Prospectus PageABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION3OUR 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 CONSIDERATIONS3