{"url_path":"/sec/adam/8-k/2026-06-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1273685/0001273685-26-000048-index.html","accession_number":"0001273685-26-000048","cik":"0001273685","ticker":"ADAM","issuer_name":"ADAMAS TRUST, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1273685/0001273685-26-000048-index.html","primary_entity_key":"0001273685","primary_entity_name":"ADAMAS TRUST, INC."},"word_count":869,"has_tables":true,"body_markdown":"Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nThird Amendment to the 2017 Equity Incentive Plan\n\nAs described below in Item 5.07 of this Current Report on Form 8-K, on June 11, 2026 at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Adamas Trust, Inc. (the “Company”), the stockholders of the Company approved, among other things, the Third Amendment (the “Third Amendment”) to the Adamas Trust, Inc. 2017 Equity Incentive Plan (as amended by the First Amendment to the Adamas Trust, Inc. 2017 Equity Incentive Plan, the Second Amendment to the Adamas Trust, Inc. 2017 Equity Incentive Plan and the Third Amendment, the “2017 Plan”), which Third Amendment (i) increased the number of shares of the Company’s common stock that may be issued under the 2017 Plan by 9,000,000 shares, (ii) included cash compensation in, and increased to $750,000, the aggregate limit on the annual compensation (i.e. equity and cash compensation) that can be paid to the Company’s non-employee directors, while removing section 162(m) performance-based compensation exception limitations that are inapplicable as a result of tax law changes, (iii) extended the duration of the plan to the tenth anniversary of the effective date of the Third Amendment, which is April 23, 2036 and (iv) reflected the Company’s prior name change.\n\nThe Third Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on April 23, 2026. The Third Amendment became effective as of April 23, 2026 following the receipt of stockholder approval on June 11, 2026 at the Annual Meeting.\n\nA detailed summary of the material features of the 2017 Plan appears under the caption “Proposal No. 3: Approval of an Amendment to the Company’s 2017 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2026. The description of the Third Amendment herein is qualified by its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nDeferred Compensation Plan and 2024 PSU Deferral Election Form\n\nOn June 11, 2026, the Board adopted the Adamas Trust, Inc. Deferred Compensation Plan (the “Plan”), under which a select group of management and non-employee directors, as selected by the Compensation Committee of the Board (the “Committee”), may participate in the Plan. The Plan is an unfunded nonqualified deferred compensation plan and will be administered by the Committee except to the extent the Board elects to administer the Plan.\n\nThe Plan provides for the deferral of the following types of compensation: (i) up to 80% of the participant’s base salary, (ii) any or all of the participant’s bonus compensation earned for any plan year, (iii) any or all of the director fees earned for any plan year, and (iv) restricted stock units (“RSUs”), performance share units (“PSUs”), and/or dividend equivalents otherwise issuable to the participant under the 2017 Plan. Cash amounts deferred under the Plan are credited with notional investment returns based on the participant’s selection out of the available investment options selected by the Committee, and all deferred RSUs and PSUs are credited as notional shares that track the Company’s common stock upon vesting. Payment of deferred amounts are made on the date specified in the participant’s deferral election, provided the participant may generally select from the following dates or events: (a) a time or fixed schedules as specified by the participant, (b) the participant’s “separation from service,” (c) the participant’s death, (d) the participant’s “disability,” (e) the occurrence of a “change in control” (each quoted term as defined in the Plan), or (f) the earliest to occur of the (a) – (e). Deferral elections must generally be made before December 31 of the year prior to the year in which the applicable compensation is earned, with the exception of performance-based compensation, for which a deferral election must be made no less than six months before the end of the applicable performance period. Payments of deferred amounts will be made or commence within 30 days following the selected distribution date(s). All payments under the Plan payable in connection with a participant’s separation from service will be subject, if applicable, to delay to the extent required by Internal Revenue Code Section 409A.\n\nOn June 11, 2026, the Board also adopted the 2024 Performance Share Unit Time of Settlement Election Form (the “2024 PSU Deferral Election Form”). Subject to the terms of the Plan, under the 2024 PSU Deferral Election Form, the participant has the option to defer the settlement of the 2024 grant of PSUs and/or the corresponding dividend equivalents to any of the distribution date(s) specified in the foregoing description of the Plan.\n\nThe descriptions of the Plan and the 2024 PSU Deferral Election Form herein are qualified in their entirety by reference to the full text of the Plan and the 2024 PSU Deferral Election Form, copies of which are filed as Exhibit 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference."}