LFT 8-K
Lument Finance Trust, Inc. (LFT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
After the close of business on September 9, 2026, Lument Finance Trust, Inc. (the “Company”) effected the previously announced 1-for-10 reverse stock split (the “Reverse Stock Split”) of its outstanding shares of common stock, par value $0.01 per share (the “Common Stock”). In connection with the Reverse Stock Split, the Company filed with the Maryland State Department of Assessments and Taxation two Articles of Amendment to its charter that provide for:
| · | the 1-for-10 reverse stock split of the issued and outstanding shares of Common Stock, effective at 5:00 p.m., Eastern Time, on September 9, 2026 (the “Reverse Stock Split Amendment”); and |
| · | the par value of the Common Stock to be decreased from $0.10 per share (as a result of the Reverse Stock Split) back to $0.01 per share, effective at 5:01 p.m., Eastern Time, on September 9, 2026 (the “Par Value Amendment” and, together with the Reverse Stock Split Amendment, the “Amendments”). |
The Reverse Stock Split Amendment provides that no fractional shares will be or remain issued and each stockholder otherwise entitled to a fractional share will be entitled to receive in lieu thereof cash in an amount equal to the product of the fractional share multiplied by $6.959. The Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any holder’s percentage ownership interest, except for de minimis changes as a result of the elimination of fractional shares. The Reverse Stock Split did not affect the number of the Company’s authorized shares of Common Stock.
The Common Stock will continue to trade on the New York Stock Exchange under the symbol “LFT” and, starting on September 10, 2026, will trade on a post-split basis under a new CUSIP number. The new CUSIP number for the Common Stock is 55025L306.
The description of the Amendments in this Item 5.03 is qualified in its entirety by reference to Exhibits 3.1 and 3.2, which are filed with this Current Report on Form 8-K and are incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 9, 2026, the Company issued a press release announcing the completion of the Reverse Stock Split. A copy of the press release announcing the completion of the Reverse Stock Split is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed in “Item 7.01 Regulation FD Disclosure,” including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Furthermore, the furnishing of information under this Item 7.01 is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
| Item 9.01 | Exhibits. |
| (d) | Exhibits. |
| 3.1 | Articles of Amendment (Reverse Stock Split Amendment). |
| 3.2 | Articles of Amendment (Par Value Amendment). |
| 99.1 | Press Release of Lument Finance Trust, Inc., dated September 9, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LUMENT Finance Trust, Inc. | ||
| Date: September 14, 2026 | By: | /s/ James A. Briggs |
| James A. Briggs | ||
| Chief Financial Officer | ||
Exhibit 3.1
LUMENT FINANCE TRUST, INC.
ARTICLES OF AMENDMENT
Lument Finance Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that, immediately upon the Effective Time (as defined below), every 10 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Corporation that were issued and outstanding immediately prior to the Effective Time shall be combined into one issued and outstanding share of Common Stock, $0.10 par value per share, of the Corporation. Upon the Effective Time, no fractional shares of Common Stock of the Corporation shall be or remain issued and each stockholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to the product obtained by multiplying (a) the fraction of a share by (b) the product obtained by multiplying (i) the closing price of the Common Stock as reported by the New York Stock Exchange on the date of the Effective Time (prior to giving effect to the foregoing combination) and (ii) ten.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-309(e) of the Maryland General Corporation Law.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 5:00 p.m. Eastern Time on Wednesday, September 9, 2026 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and Chairman of the Board of Directors and attested to by its Chief Financial Officer on this 8th day of September, 2026.
| ATTEST: | LUMENT FINANCE TRUST, INC. | |||
| By: | /s/ James A. Briggs | By: | /s/ James P. Flynn | |
| Name: James P. Briggs | Name: James P. Flynn | |||
| Title: Chief Financial Officer | Title: Chief Executive Officer, Chairman of the Board of Directors | |||
Exhibit 3.2
LUMENT FINANCE TRUST, INC.
ARTICLES OF AMENDMENT
Lument Finance Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended to decrease, immediately upon the Effective Time (as defined below), the par value of the shares of common stock of the Corporation issued and outstanding immediately prior to the filing of these Articles of Amendment from $0.10 per share to $0.01 per share.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 5:01 p.m. Eastern Time on Wednesday, September 9, 2026 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and Chairman of the Board of Directors and attested to by its Chief Financial Officer on this 8th day of September, 2026.
| ATTEST: | LUMENT FINANCE TRUST, INC. | |||
| By: | /s/ James A. Briggs | By: | /s/ James P. Flynn | |
| Name: James A. Briggs | Name: James P. Flynn | |||
| Title: Chief Financial Officer | Title: Chief Executive Officer, Chairman of the Board of Directors | |||
Exhibit 99.1
Lument Finance Trust Announces Completion of Reverse Stock Split
NEW YORK, September 9, 2026 /PRNewswire/ — Lument Finance Trust, Inc. (NYSE: LFT) (“we”, “LFT” or “the Company”) announced today that its previously announced 1-for-10 reverse stock split of common stock was completed following the close of business today. The Company's common stock will continue to trade on the New York Stock Exchange under the symbol "LFT" and, starting on September 10, 2026, will trade on a post-split basis under a new CUSIP number: 55025L306.
Following the close of business on September 9, 2026, every ten issued and outstanding shares of the Company's common stock were converted into one share of the Company's common stock. As a result of the reverse stock split, the number of outstanding shares of the Company's common stock was reduced from 52,564,062 to approximately 5,256,400.
No fractional shares of common stock will be or remain issued, and each stockholder otherwise entitled to a fractional share as a result of the reverse stock split will be entitled to receive in lieu of a fractional share cash in an amount equal to the fraction of a share multiplied by $6.959 The reverse stock split applied to all of the Company's outstanding shares of common stock and therefore did not affect any stockholder's relative ownership percentage or proportional voting power, except for de minimis changes resulting from the payment of cash in lieu of fractional shares.
Stockholders of record will receive information from Equiniti Trust Company, LLC, the Company's transfer agent ("Equiniti"), regarding their stock ownership following the reverse stock split and applicable payments of cash in lieu of fractional shares. Stockholders were not required to take any action to effectuate the exchange of their shares.
About LFT
LFT is a Maryland corporation focused on investing in, financing and managing a portfolio of commercial real estate debt investments. The Company primarily invests in transitional floating rate commercial mortgage loans with an emphasis on middle-market multi-family assets.
LFT is externally managed and advised by Lument Investment Management, LLC, a Delaware limited liability company.
Additional Information and Where to Find It
Investors, security holders and other interested persons may find additional information regarding the Company at the SEC’s website at sec.gov, the Company website at lumentfinancetrust.com, or by directing requests to: Lument Finance Trust, 230 Park Avenue, 20th Floor, New York, NY 10169, Attention: Investor Relations.
Investor Relations Contact:
James Briggs
Chief Financial Officer
(212) 521-6323
[email protected]
Media Contact:
Tyler Howard
Associate Director
(513) 403-1911
[email protected]