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Watchlist
Account
Lument Finance Trust
LFT
#9892
Rank
ยฃ41.85 M
Marketcap
๐บ๐ธ
United States
Country
ยฃ0.80
Share price
-3.15%
Change (1 day)
-55.44%
Change (1 year)
๐ Real estate
๐ฐ Investment
๐๏ธ REITs
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Annual Reports (10-K)
Lument Finance Trust
Quarterly Reports (10-Q)
Submitted on 2026-05-15
Lument Finance Trust - 10-Q quarterly report FY
Text size:
Small
Medium
Large
false
2026
Q1
0001547546
--12-31
P7Y
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ____________
Commission File No.
001-35845
LUMENT FINANCE TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
45-4966519
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
230 Park Avenue
,
20th Floor
,
New York
,
New York
10169
(Address of principal executive offices)
(Zip code)
Registrant's Telephone Number, including area code (
212
)
317-5700
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class:
Trading Symbol(s)
Name of Exchange on Which Registered:
Common Stock, par value $0.01 per share
LFT
New York Stock Exchange
7.875% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
LFTPrA
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:
Yes
x
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
x
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated Filer
☐
Non-accelerated Filer
x
Smaller reporting company
☒
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No
x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class
Outstanding at May 12, 2026
Common stock, $0.01 par value
52,439,463
LUMENT FINANCE TRUST, INC.
TABLE OF CONTENTS
PART I - Financial Information
Item 1.
Financial Statements
Consolidated Balance Sheets as of March 31, 202
6
(unaudited) and December 31, 202
5
1
Consolidated Statements of Operations for the three months ended March 31, 202
6
(unaudited) and March 31, 202
5
(unaudited)
2
Consolidated Statements of Changes in Equity for the three months ended March 31, 202
6
(unaudited) and March 31, 202
5
(unaudited)
3
Consolidated Statements of Cash Flows for the three months ended March 31, 202
6
(unaudited) and March 31, 20
25
(unaudited)
5
Notes to Unaudited Consolidated Financial Statements
6
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
27
Item 3.
Quantitative and Qualitative Disclosures about Market Risks
46
Item 4.
Controls and Procedures
47
PART II - Other Information
47
Item 1.
Legal Proceedings
47
Item 1A.
Risk Factors
47
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
47
Item 3.
Defaults Upon Senior Securities
47
Item 4.
Mine Safety Disclosures
47
Item 5.
Other Information
47
Item 6.
Exhibits
48
Signatures
49
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 2026
(1)
December 31, 2025
(1)
(unaudited)
ASSETS
Cash and cash equivalents
$
21,249,107
$
23,112,995
Restricted cash
9,372,908
3,505,087
Commercial mortgage loans held-for-investment, at amortized cost
1,127,604,965
1,136,706,113
Less: Allowance for credit losses
(
19,543,903
)
(
22,658,121
)
Commercial mortgage loans held-for-investment, net of allowance for credit losses
1,108,061,062
1,114,047,992
Real estate owned, held-for-investment, net
34,430,492
26,839,010
Real estate owned, held-for-sale
23,040,000
24,099,072
Mortgage servicing rights, at fair value
524,001
554,246
Accrued interest receivable
5,551,847
5,428,255
Investment related receivable
—
15,449,323
Other assets
2,588,447
2,944,179
Total assets
$
1,204,817,864
$
1,215,980,159
LIABILITIES AND EQUITY
LIABILITIES
Securitized debt obligations, net
580,302,828
748,433,484
Secured financing agreements, net
348,723,957
191,943,220
Secured term loan, net
49,635,956
47,719,278
Accrued interest payable
1,774,654
1,869,876
Dividends payable
3,098,787
3,093,470
Fees and expenses payable to Manager
2,988,500
1,428,500
Other liabilities
2,229,919
2,405,613
Total liabilities
988,754,601
996,893,441
COMMITMENTS AND CONTINGENCIES (NOTES 10 & 11)
EQUITY
Preferred Stock: par value $
0.01
per share;
50,000,000
shares authorized;
7.875
% Series A Cumulative Redeemable, $
60,000,000
aggregate liquidation preference,
2,400,000
shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
57,254,935
57,254,935
Common Stock: par value $
0.01
per share;
450,000,000
shares authorized,
52,439,463
and
52,399,265
shares issued and outstanding, at March 31, 2026 and December 31, 2025, respectively
524,397
523,995
Additional paid-in capital
314,941,298
314,889,201
Cumulative distributions to stockholders
(
224,241,239
)
(
220,958,702
)
Accumulated earnings
67,484,372
67,277,789
Total stockholders' equity
215,963,763
218,987,218
Noncontrolling interests
$
99,500
$
99,500
Total equity
$
216,063,263
$
219,086,718
Total liabilities and equity
$
1,204,817,864
$
1,215,980,159
(1)
Our consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs") as the Company was the primary beneficiary of these VIEs. As of March 31, 2026 and December 31, 2025, assets of consolidated VIEs totaled $
666,553,315
and $
889,507,091
, respectively and the liabilities of consolidated VIEs totaled $
581,030,250
and $
750,274,556
respectively. See Note 4 for further discussion.
The accompanying notes are an integral part of these unaudited consolidated financial statements.
1
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 2026
Three Months Ended March 31, 2025
Revenues:
Interest income:
Commercial mortgage loans held-for-investment
$
20,901,542
$
21,684,890
Cash and cash equivalents
165,847
624,967
Interest expense:
Securitized debt obligations
(
10,375,765
)
(
13,636,474
)
Secured financing agreements
(
3,855,105
)
—
Secured term loan
(
1,139,841
)
(
938,849
)
Net interest income
5,696,678
7,734,534
Expenses:
Management and incentive fees
1,095,000
1,113,314
General and administrative expenses
1,066,737
924,060
Operating expenses reimbursable to Manager
466,431
404,620
Other operating expenses
917,172
40,009
Compensation expense
111,250
111,250
Total expenses
3,656,590
2,593,253
Other income and expense:
Release of (provision for) credit losses, net
732,373
(
5,697,661
)
Net (expense) from real estate owned operations
(
91,406
)
—
Real estate owned impairment expense
(
1,350,435
)
—
Change in unrealized (loss) on mortgage servicing rights
(
30,245
)
(
22,518
)
Loss on extinguishment of debt
(
1,152,861
)
—
Servicing income, net
54,421
64,880
Total other income and expense
(
1,838,153
)
(
5,655,299
)
Net (loss) income before provision for income taxes
201,935
(
514,018
)
Benefit from (provision for) income taxes
4,648
(
8,550
)
Net (loss) income
206,583
(
522,568
)
Dividends accrued to preferred stockholders
(
1,184,958
)
(
1,184,958
)
Net (loss) income attributable to common stockholders
$
(
978,375
)
$
(
1,707,526
)
Earnings per share:
Net (loss) income attributable to common stockholders (basic and diluted)
$
(
978,375
)
$
(
1,707,526
)
Weighted average number of shares of common stock outstanding
52,400,158
52,309,887
Basic and diluted income per share
$
(
0.02
)
$
(
0.03
)
Dividends declared per share of common stock
$
0.04
$
0.08
The accompanying notes are an integral part of these unaudited consolidated financial statements.
2
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
(unaudited)
Preferred Stock
Common Stock
Additional
Paid-in
Capital
Cumulative
Distributions to
Stockholders
Accumulated Earnings
Total Stockholders' Equity
Noncontrolling interests
Total
Equity
Shares
Value
Shares
Par Value
Balance at December 31, 2025
2,400,000
$
57,254,935
52,399,265
$
523,995
$
314,889,201
$
(
220,958,702
)
$
67,277,789
$
218,987,218
$
99,500
$
219,086,718
Issuance of common stock
—
—
40,198
402
52,097
—
—
$
52,499
—
$
52,499
Net income
—
—
—
—
—
—
206,583
$
206,583
—
$
206,583
Common stock dividends
—
—
—
—
—
(
2,097,579
)
—
$
(
2,097,579
)
—
$
(
2,097,579
)
Preferred stock dividends
—
—
—
—
—
(
1,184,958
)
—
(
1,184,958
)
—
$
(
1,184,958
)
Balance at March 31, 2026
2,400,000
$
57,254,935
52,439,463
$
524,397
$
314,941,298
$
(
224,241,239
)
$
67,484,372
$
215,963,763
$
99,500
$
216,063,263
The accompanying notes are an integral part of these unaudited consolidated financial statements.
3
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Equity
(unaudited)
Preferred Stock
Common Stock
Additional
Paid-in
Capital
Cumulative
Distributions to
Stockholders
Accumulated
Earnings
Total Stockholders' Equity
Noncontrolling interests
Total
Equity
Shares
Value
Shares
Value
Balance at December 31, 2024
2,400,000
$
57,254,935
52,309,209
$
523,093
$
314,700,120
$
(
204,701,714
)
$
70,023,098
$
237,799,532
$
99,500
$
237,899,032
Issuance of common stock
—
—
15,263
153
42,339
—
—
42,492
—
42,492
Net (loss)
—
—
—
—
—
—
(
522,568
)
(
522,568
)
—
(
522,568
)
Common stock dividends
—
—
—
—
—
(
4,185,958
)
—
(
4,185,958
)
—
(
4,185,958
)
Preferred stock dividends
—
—
—
—
—
(
1,184,958
)
—
(
1,184,958
)
—
(
1,184,958
)
Balance at March 31, 2025
2,400,000
$
57,254,935
52,324,472
$
523,246
$
314,742,459
$
(
210,072,630
)
$
69,500,530
$
231,948,540
$
99,500
$
232,048,040
The accompanying notes are an integral part of these unaudited consolidated financial statements.
4
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
Three Months Ended
March 31, 2026
Three Months Ended
March 31, 2025
Cash flows from operating activities:
Net income (loss)
$
206,583
$
(
522,568
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Accretion of commercial mortgage loans held-for-investment discounts
(
482,639
)
(
487,996
)
Accretion of deferred loan fees
(
797,632
)
(
523,944
)
Amortization of deferred financing costs
775,839
312,065
(Release of) provision for credit losses, net
(
732,373
)
5,739,974
Depreciation and amortization
304,885
—
Loss on extinguishment of debt
1,152,861
—
Real estate owned impairment expense
1,350,435
—
Unrealized loss on mortgage servicing rights
30,245
22,518
Non-cash compensation expense
52,499
42,492
Net change in:
Accrued interest receivable
(
123,592
)
383,566
Other assets
543,631
(
392,690
)
Accrued interest payable
(
95,222
)
(
210,993
)
Fees and expenses payable to Manager
1,560,000
(
5,067
)
Other liabilities
(
175,694
)
(
263,460
)
Net cash provided by operating activities
3,569,826
4,093,897
Cash flows from investing activities:
Purchase and funding of commercial mortgage loans held-for-investment
(
47,845,148
)
—
Purchase of real estate owned
(
246,437
)
—
Principal payments from commercial mortgage loans held-for-investment
62,212,238
54,977,677
Proceeds from sale of real estate owned
381,752
—
Capital expenditures on real estate owned, held-for-investment
(
191,183
)
—
Deferred loan fees
931,808
315,943
Net cash provided by investing activities
15,243,030
55,293,620
Cash flows from financing activities:
Dividends paid on common stock
(
2,095,971
)
(
8,892,566
)
Dividends paid on preferred stock
(
1,181,250
)
(
1,181,250
)
Proceeds from secured financing agreements
191,617,908
—
Proceeds from secured term loan
2,250,000
—
Payment of secured financing agreements
(
35,019,643
)
—
Payment of securitized debt obligations
(
169,655,462
)
(
56,355,740
)
Payment of deferred financing costs
(
724,505
)
—
Net cash (used in) financing activities
(
14,808,923
)
(
66,429,556
)
Net increase (decrease) in cash, cash equivalents and restricted cash
4,003,933
(
7,042,039
)
Cash, cash equivalents and restricted cash, beginning of period
26,618,082
71,564,098
Cash, cash equivalents and restricted cash, end of period
$
30,622,015
$
64,522,059
Supplemental disclosure of cash flow information
Cash paid for interest
$
14,690,162
$
14,474,314
Non-cash investing and financing activities information
Dividends declared but not paid at end of period
$
3,098,787
$
5,187,166
Transfer of senior loans to real estate owned, held-for-investment
$
8,150,000
$
—
Accrued capital expenditures on real estate owned
$
47,562
$
—
The accompanying notes are an integral part of these unaudited consolidated financial statements.
5
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 1 –
ORGANIZATION AND BUSINESS OPERATIONS
Lument Finance Trust, Inc. (together with its consolidated subsidiaries, the "Company" or "LFT"), is a Maryland corporation that focuses primarily on investing in, originating, financing, and managing a portfolio of commercial real estate ("CRE") debt investments. The Company is externally managed by Lument Investment Management (the "Manager" or "Lument IM"). The Company's common stock is listed on the NYSE under the symbol "LFT."
The Company was incorporated on March 28, 2012 and commenced operations on May 16, 2012. The Company began trading as a publicly traded company on March 22, 2013.
The Company has elected to be taxed as a real estate investment trust ("REIT") and to comply with Sections 856 through 859 of the Internal Revenue Code of 1986, as amended, (the "Code"). Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders and for so long as certain asset, income and share ownership tests are met.
Our Chief Executive Officer is the Chief Operating Decision Maker ("CODM") who allocates resources and assesses financial performance. The CODM reviews net income (loss) attributable to LFT and assesses the performance of LFT's current portfolio of leveraged commercial real estate loans and makes operating decisions accordingly. As a result, LFT conducts its business as a single operating segment. All expense categories on the Consolidated Statements of Operations are significant and there are no other significant expenses that would require disclosure.
NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial reporting and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, certain information and note disclosures normally included in the financial statements prepared under GAAP have been condensed or omitted. In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These consolidated financial statements should be read in conjunction with the Company's financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission ("SEC") on March 23, 2026.
Principles of Consolidation
The accompanying consolidated financial statements of the Company include the accounts of the Company and all subsidiaries which it controls (i) through voting or similar rights or (ii) by means other than voting rights if the Company is the primary beneficiary of a variable interest entity ("VIE"). All significant intercompany transactions have been eliminated on consolidation.
Use of Estimates
The financial statements have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires the Company to make a number of significant estimates. These include estimates of fair value of certain assets and liabilities, amount and timing of credit losses, prepayment rates, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates (e.g. valuation changes due to supply and demand, credit performance, prepayments, interest rates, or other reasons) will occur in the near term. The Company's estimates are inherently subjective in nature and actual results could differ from its estimates and the differences may be material.
Variable Interest Entities
An entity is considered a VIE when any of the following applies: (1) the equity investors (if any) lack one or more essential characteristics of a controlling financial interest; (2) the equity investment at risk is not sufficient to finance that entity's activities without additional subordinated financial support; or (3) the equity investors have voting rights that are not proportionate to their economic interests and the activities of the entity involve or are conducted on behalf of an investor with a disproportionately small voting interest. The Company consolidates VIEs in which it is the primary beneficiary. The primary beneficiary is defined as the entity having both the following characteristics: (1) the power to direct activities that, when taken together, most significantly impact the VIE's performance; and (2) the obligation to absorb losses and right to receive returns from the VIE that would be significant to the VIE.
The Company performs an ongoing reassessment of whether changes in facts and circumstances regarding its involvement with a VIE cause the Company's consolidation conclusion regarding the VIE to change. At March 31, 2026, the Company determined it was the primary beneficiary of LMNT 2025-FL3, LLC ("LMNT 2025-FL3 CLO") based on its power to direct the activities that most significantly impact the economic performance of LMNT 2025-FL3 CLO and its obligation to absorb losses derived from ownership of its junior retained notes and preferred shares. Accordingly, the Company consolidated the assets, liabilities, income and expenses of the underlying issuing entities. In December 2025, the Company no longer consolidated LFT CRE 2021-FL1, Ltd. and LFT CRE 2021-FL1, LLC (together, the "2021-FL1 CLO") and in February 2026, the Company no longer consolidated LMF 2023-1, LLC ("LMF 2023-1 Financing") due to their respective redemptions.
Securitized debt obligations
Collateralized loan obligations ("CLO") and secured financings represent third-party liabilities of LMNT 2025-FL3 and prior to their redemptions in the fourth quarter of 2025 and first quarter of 2026, 2021-FL1 CLO and LMF 2023-1 Financing, respectively. The LMNT 2025-FL3 CLO is a VIE and prior to their redemptions 2021-FL1 CLO and LMF 2023-1 Financing were VIEs and Management determined that the Company is the primary beneficiary of LMNT 2025-FL3 CLO and was the primary beneficiary of 2021-FL1 CLO and LMF 2023-1 Financing prior to their redemptions. Accordingly, the Company consolidates the assets, liabilities (other than the below investment grade-rated notes of LMNT 2025-FL3 CLO and prior to their respective redemptions the 2021-FL1 CLO and LMF 2023-1 Financing retained by the Company that are eliminated on consolidation), income and expense of LMNT 2025-FL3 CLO and
6
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
prior to their respective redemptions the 2021-FL1 CLO and LMF 2023-1 Financing. The third-party obligations of the LMNT 2025-FL3 CLO does not have any recourse to the Company and prior to their respective redemptions the third-party obligations of the 2021-FL1 CLO and LMF 2023-1 Financing did not have any recourse to the Company as the consolidator of the CLO and secured financing issuing entities. The third-party obligations of LMNT 2025-FL3 CLO and prior to their respective redemptions the 2021-FL1 CLO and LMF 2023-1 Financing are carried at their outstanding unpaid principal balances, net of any deferred financing costs. Any premiums, discounts or deferred financing costs associated with these third-party obligations are amortized to interest expense using the effective interest method over the expected average life of the related obligations, or on a straight-line basis when it approximates the effective interest method. The Company's maximum exposure to loss from CLO and secured financings was $
78,827,950
at March 31, 2026 and $
147,427,950
at December 31, 2025, respectively.
Cash and Cash Equivalents and Restricted Cash
Cash and cash equivalents at the time of purchase include cash held in bank accounts on an overnight basis and other short term deposit accounts with banks having maturities of 90 days or less at time of acquisition. The Company maintains its cash and cash equivalents in highly rated financial institutions, and at times these balances exceed insurable amounts.
Restricted cash primarily includes (1) proceeds from principal payments and interest payments held by the servicer which have yet to be reinvested or distributed, (2) interest reserve accounts related to our secured financing agreements and (3) funds on deposit with financial institutions related to real estate owned properties that are held in the Company's consolidated VIEs.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the statement of cash flows:
March 31, 2026
December 31, 2025
Cash and cash equivalents
$
21,249,107
$
23,112,995
Restricted cash held in securitized debt obligations
$
7,082,122
$
2,253,629
Other restricted cash
$
2,290,786
$
1,251,458
Total cash, cash equivalents and restricted cash
$
30,622,015
$
26,618,082
Deferred Offering Costs
Direct costs incurred to issue shares classified as equity, such as legal and accounting fees, are deducted from the related proceeds and the net amount recorded as stockholders' equity. Accordingly, payments made by the Company in respect of such costs related to the issuance of shares are recorded as an asset in the accompanying consolidated balance sheets in the line item "Other assets", for subsequent deduction from the related proceeds upon closing of the offering. To the extent that certain costs, in particular legal fees, are known to have been accrued but have not yet been invoiced and paid, they are included in "Other accounts payable and accrued expenses" on the accompanying consolidated balance sheets.
Fair Value Measurements
The "Fair Value Measurements and Disclosures" Topic 820 of the FASB, or ASC 820, defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurement under GAAP. Specifically, the guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at measurement date. ASC 820 specifies a hierarchy of valuation techniques based on the inputs used in measuring fair value.
Valuation techniques are based on observable and unobservable inputs. Observable inputs reflect readily obtainable market data from independent sources, while unobservable inputs reflect the Company's market assumptions. The three levels are defined as follows:
•
Level 1 Inputs
–
Quoted prices for identical instruments in active markets.
•
Level 2 Inputs
– Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
•
Level 3 Inputs
– Instruments with primarily unobservable value drivers.
Pursuant to ASC 820, we disclose fair value information about financial instruments, which are not otherwise reported at fair value in our consolidated balance sheet, to the extent it is practicable to estimate fair value for those certain instruments.
The following methods and assumptions are used to estimate the fair value of each class of financial instrument, for which it is practicable to estimate that value:
•
Cash and cash equivalents
: The carrying amount of cash and cash equivalents approximates fair value.
•
Restricted cash
: The carrying amount of restricted cash approximates fair value.
•
Commercial mortgage loans
: The Company considers commercial mortgage loans to be Level 3 assets in the fair value hierarchy as such assets are illiquid, structured investments that are specific to the sponsor, underlying property and its operating performance. The Company determines the fair value of commercial mortgage loans by utilizing a pricing model based on discounted cash flow methodologies using discount rates, which reflect current market interest rates that would be offered for loans with similar characteristics and credit quality. Additionally, the Company may record fair value adjustments on a non-recurring basis when it has determined it necessary to record a specific impairment reserve or charge-off against a loan and the Company measures such specific reserve or charge-off using the fair value of the loan's collateral. To determine the fair value of loan collateral, the Company employs the income capitalization approach, appraised values, broker opinions of value, sale offers, letters of intent to purchase, or other valuation benchmarks, as applicable, depending upon the nature of such collateral and other relevant market factors.
7
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
•
Mortgage servicing rights ("MSRs")
: The Company classifies MSRs as Level 3 assets in the fair value hierarchy. The Company determines the fair value of MSRs from a third-party pricing service on a recurring basis. The third-party pricing service uses common market pricing methods that include using discounted cash flow models to calculate present value, estimated net servicing income and observed market pricing for MSR purchase and sale transactions. The model considers contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors.
•
Securitized debt obligations
: The Company determines the fair value of collateralized loan obligations and secured financings by utilizing a third-party pricing service. In determining the value of a particular investment, pricing service providers may use market spreads, inventory levels, trade and bid history, as well as market insight from clients, trading desks and global research platform.
•
Secured financing agreements:
The Company determines the fair value based on the rate at which a similar agreement would currently be priced.
•
Secured term loan
: The Company determines the fair value of its secured term loan based on a discounted cash flow methodology.
•
Secured financing agreements: The Company determines the fair value based on the rate at which a similar agreement would currently be priced.
•
Other assets and liabilities:
The carrying amounts of other assets and liabilities, including receivables, payables and accrued liabilities approximate fair value as of the balance sheet date due to their short-term maturities.
Commercial Mortgage Loans Held-for-Investment
Commercial mortgage loans held-for-investment represent floating-rate transitional loans and other commercial mortgage loans purchased or originated by the Company. These loans include loans sold into securitizations that the Company consolidates. Commercial mortgage loans held-for-investment are intended to be held-to-maturity and, accordingly, are carried at their unpaid principal balances, adjusted for net unamortized loan fees and costs (in respect of originated loans), premiums and discounts (in respect of purchased loans) and impairment, if any. Commercial mortgage loans held-for-investment principal repayments received after remittance dates are held by the servicer and reported as "Investment related receivable" in the consolidated balance sheets.
Interest income is recognized as revenue using the effective interest method and is recorded on the accrual basis according to the terms of the underlying loan agreement. Any fees, costs, premiums and discounts associated with these loan investments are deferred and amortized over the term of the loan on a straight-line basis approximating the effective interest method. Income accrual is generally suspended and loans are placed on non-accrual status on the earlier of the date at which payment has become 90 days past due or when full and timely collection of interest and principal is considered not probable. The Company may return a loan to accrual status when repayment of principal and interest is reasonably assured under the terms of the underlying loan agreement.
The Company recognizes and measures the allowance for credit losses under the Current Expected Credit Loss ("CECL") model which amended the previous credit loss model to reflect a reporting entity's current estimate of all expected credit losses, not only based on historical experience and current economic conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, and off-balance credit exposures such as unfunded loan commitments. The allowance for credit losses required under the FASB ASC Topic
"Financial Instruments - Credit Losses,"
or ASC 326, is included in "Allowance for credit losses" on our consolidated balance sheets. The allowance for credit losses attributed to unfunded loan commitments is included in "Other liabilities" on the consolidated balance sheets.
The Company estimates the allowance for credit losses for its portfolio on a collective basis, including unfunded loan commitments, for loans that share similar risk characteristics. The calculation is applied at the loan level. The allowance for credit losses estimation methodology used by LFT includes a probability of default and loss given default method utilizing a widely used third-party analytical model with historical loan losses for over
125,000
commercial real estate loans dating back to 1998. Within this data set, we focused our historical loss information on the most relevant subset of available CRE data, which we determined based on loan metrics that are most comparable to our loan portfolio including asset type, spread to interest rate, unpaid principal balance and origination loan-to-value, or LTV. The Company uses this proxy data set, or variants of it, unless the Company develops its own sufficient history of realized losses. The Company determined the key variables driving its allowance for credit losses estimate are debt service coverage ratio and LTV ratio. Other notable variables include property type, property location and loan vintage. The Company determines its allowance for credit loss estimate based on the weighting of multiple macroeconomic forecast scenarios driven by macroeconomic variables such as gross domestic product ("GDP"), unemployment rate, federal funds target rate and core personal consumption expenditure ("PCE") among others, during the reasonable and supportable forecast period. The reasonable and supportable forecast period is currently one year, however, the Company regularly evaluates the reasonable and supportable forecast period to determine if a change is needed based on our assessment of the most likely scenario of assumptions and plausible outcomes for the U.S. economy. For the period beyond which the Company is able to make reasonable and supportable forecasts, the Company reverts, on a straight-line basis over four quarters, to the historical loss information derived from CRE data set.
Any loans considered to be a Default Risk or otherwise deemed to be collateral dependent will be individually evaluated for a specific allowance for credit losses. A loan is considered collateral dependent when the Company determines that the facts and circumstances of the loan deem the debtor to be experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. If a loan is considered to be collateral dependent, a specific allowance for credit losses is recorded to reduce the carrying value of the loan through a charge to the provision for (reversal of) credit losses. The specific allowance for credit losses is measured by comparing the estimated fair value of the underlying collateral, less costs to sell, to the amortized cost of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, market rents, occupancy rates, and other factors deemed necessary by the Manager. Actual losses, if any, could ultimately differ from estimated losses.
Quarterly, the Company assesses the risk factors of each loan classified as held-for-investment and assigns a risk rating based on a variety of factors, including, without limitation, debt-service coverage ratio ("DSCR"), loan-to-value ratio ("LTV"), property type, geographic and local market dynamics, physical condition, leasing and tenant profile, adherence to business plan and exit plan, maturity default risk and project sponsorship. The Company's loans are rated on a 5-point scale, from least risk to greatest risk, respectively, which ratings are described as follows:
1.
Very Low Risk
: exceeds expectations and is outperforming underwriting or it is very likely that the underlying loan can be refinanced easily in the period's prevailing capital market conditions
2.
Low Risk
: meeting or exceeding underwritten expectations
3.
Moderate Risk
: consistent with underwritten expectations or the sponsor may be in the early stages of executing the business plan and the loan structure appropriately mitigates additional risks
8
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
4.
High Risk
: potential risk of default, a loss may occur in the event of default
5.
Default Risk
: imminent risk of default, a loss is likely in the event of default
Real Estate Owned
To maximize recovery from a defaulted loan, the Company may assume legal title or physical possession of the underlying collateral through foreclosure or the execution of a deed in lieu of foreclosure. Real estate acquired through a foreclosure or by deed in lieu of foreclosure is classified as real estate owned, net ("REO") in the consolidated balance sheets. REO assets are initially recognized at estimated fair value in accordance with ASC Topic 805,
"Business Combinations"
and are shown net of accumulated depreciation and impairment charges.
REO assets held for investment, except for land, are depreciated using the straight-line method over their estimated useful lives ranging from
seven
to
thirty-nine years
. Renovations and/or replacements that improve or extend the life of the REO asset are capitalized and depreciated over their estimated useful lives. The cost of ordinary repairs and maintenance are expensed as incurred.
REO assets held for investment are reviewed for impairment each quarter if events or circumstances change indicating that the carrying amount of an asset may not be recoverable. The Company recognizes impairment if the undiscounted estimated cash flows to be generated by an asset is less than the carrying amount of such asset. Measurement of impairment is based on the asset's estimated fair value. The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates, capital requirements and anticipated holding periods that could differ materially from actual results.
REO assets are classified as held for sale in the period when they meet the criteria under ASC Topic 360,
"Property, Plant and Equipment."
Once a REO asset is classified as held for sale, depreciation is suspended and the asset is reported at the lower of carrying value or fair value less cost to sell.
We recognize sales of real estate properties, including the respective gains and losses, upon closing, when control of the asset transfers to the buyer, when it is probable that we will collect substantially all of the agreed upon consideration, and we are not obligated to perform significant activities after the sale.
Mortgage Servicing Rights, at Fair Value
Mortgage servicing rights ("MSRs") are associated with residential mortgage loans that the Company historically purchased and subsequently sold or securitized. MSRs are held and managed at Five Oaks Acquisition Corp. ("FOAC"), the Company's taxable REIT subsidiary ("TRS"). As the owner of MSRs, the Company is entitled to receive a portion of the interest payments from the associated residential mortgage loan, and is obligated to service, directly or through a subservicer, the associated loan. MSRs are reported at fair value. Residential mortgage loans for which the Company owns the MSRs are directly serviced by
two
subservicers retained by the Company. The Company does not directly service any residential mortgage loans.
MSR income is recognized at the contractually agreed upon rate, net of the costs of sub-servicers retained by the Company.
Secured Financing Agreements
We record investments financed with secured debt as separate assets and the related borrowings under any secured debt are recorded as separate liabilities on our consolidated balance sheets. Interest income earned on the investments and interest expense incurred on the secured debt are reported separately on our consolidated statements of operations. The secured financing agreements are carried at their unpaid principal balance, net of deferred financing costs. Deferred financing costs associated with these liabilities are amortized to interest expense on a straight-line basis when it approximates the effective interest method. See Note 7 for additional information related to our secured financing agreements.
Secured Term Loan
The Company and certain of its subsidiaries are party to a $
50.0
million credit and guaranty agreement with the lenders referred to therein and Cortland Capital Service LLC, as administrative agent and collateral agent for the lenders (the "Secured Term Loan"). The Secured Term Loan is carried at its unpaid principal balance, net of deferred financing costs. Deferred financing costs associated with these liabilities are amortized ratably or on a straight-line basis over the respective contractual term to interest expense when it approximates the effective interest method.
See Note 8 for additional information related to the Secured Term Loan.
Common Stock
At March 31, 2026 and December 31, 2025, the Company was authorized to issue up to
450,000,000
shares of common stock, par value $
0.01
per share. The Company had
52,439,463
and
52,399,265
shares of common stock issued and outstanding at March 31, 2026 and December 31, 2025, respectively.
Stock Repurchase Program
On December 15, 2015, the Company's Board of Directors (the "Board") authorized a stock repurchase program ("Repurchase Program") to repurchase up to $
10
million of the Company's outstanding common stock. Subject to applicable securities laws, repurchase of common stock under the Repurchase Program may be made at times and in amounts as the Company deems appropriate, using available cash resources. Shares of common stock repurchased by the Company under the Repurchase Program, if any, will be canceled and, until reissued by the Company, will be deemed to be authorized but unissued shares of common stock. The Repurchase Program may be suspended or discontinued by the Company at any time and without prior notice.
Preferred Stock
At March 31, 2026 and December 31, 2025, the Company was authorized to issue up to
50,000,000
shares of preferred stock, par value $
0.01
per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board. On May 5, 2021, the Company issued
9
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
2,400,000
shares of
7.875
% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock"). The Company had
2,400,000
shares of preferred stock issued and outstanding at March 31, 2026 and December 31, 2025, respectively. Our preferred stock is classified as permanent equity and carried at its liquidation preference less offering costs. See Note 14 for additional information related to our Series A Preferred Stock.
Income Taxes
The Company has elected to be taxed as a REIT under the Code for U.S. federal income tax purposes, commencing with the Company's short taxable period ended December 31, 2012. A REIT is generally taxable as a U.S. C-Corporation; however, so long as the Company qualifies as a REIT it is entitled to a special deduction for dividends paid to stockholders not otherwise available to corporations. Accordingly, the Company generally will not be subject to U.S. federal income tax to the extent its distributions to stockholders equals, or exceeds, its REIT taxable income for the year. In addition, the Company must continue to meet certain REIT qualification requirements with respect to distributions, as well as certain asset, income and share ownership tests, in accordance with Sections 856 through 860 of the Code, as summarized below. In addition, the TRS is maintained to perform certain services and earn income for the Company that the Company is not permitted to engage in as a REIT.
To maintain its qualification as a REIT, the Company must meet certain requirements, including but not limited to the following: (i) distribute at least 90% of its REIT taxable income to its stockholders; (ii) invest at least 75% of its assets in REIT qualifying assets, with additional restrictions with respect to asset concentration risk; and (iii) earn at least 95% of its gross income from qualifying sources of income, including at least 75% from qualifying real estate and real estate related sources. Regardless of the REIT election, the Company may also be subject to certain state, local, and franchise taxes. Under certain circumstances, federal income and excise taxes may be due on its undistributed taxable income. If the Company were to fail to meet these requirements, it would be subject to U.S. federal income tax as a U.S. C-Corporation, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders.
Certain activities of the Company are conducted through a TRS and therefore are taxed as a standalone U.S. C-Corporation. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
The TRS is not subject to a distribution requirement with respect to its REIT owner. The TRS may retain earnings annually, resulting in an increase in the consolidated book equity of the Company without a corresponding distribution requirement by the REIT. If the TRS generates net income, and declares dividends to the Company, such dividends will be included in its taxable income and necessitate a distribution to its stockholders in accordance with the REIT distribution requirements.
The Company assesses its tax positions for all open tax years and determines whether the Company has any material unrecognized liabilities in accordance with ASC 740,
Income Taxes
. The Company records these liabilities to the extent the Company deems them more likely than not to be incurred. The Company's accounting policy with respect to interest and penalties is to classify these amounts as other interest expense.
Earnings per Share
The Company calculates basic and diluted earnings per share by dividing net income (loss) attributable to common stockholders for the period by the weighted-average shares of the Company's common stock outstanding for that period. Diluted earnings per share considers the effect of dilutive instruments, such as warrants, stock options, and unvested restricted stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. See Note 15 for details of the computation of basic and diluted earnings per share.
Stock-Based Compensation
The Company is required to recognize compensation costs relating to stock-based payment transactions in the consolidated financial statements. The Company accounts for share-based compensation using the fair-value based methodology prescribed by ASC 718,
Share-Based Payment
("ASC 718"). Compensation cost related to restricted common stock issued to the Company's independent directors is measured at its estimated fair value at the grant date and amortized and expensed over the vesting period. The Company's prior equity incentive plan, expired on December 18, 2022 and is no longer being used to issue new equity awards.
Comprehensive Income (Loss) Attributable to Common Stockholders
For the three months ended March 31, 2026 and 2025, comprehensive (loss) income equaled net (loss) income; therefore, a separate statement of comprehensive income is not included in the accompanying consolidated financial statements.
Recently Issued and/or Adopted Accounting Standards
Income Taxes
In December 2023, the FASB issued ASU 2023-09,
"Income Taxes (Topic 740): Improvements to Income Tax Disclosures."
ASU 2023-09 improves the transparency of income tax disclosures related to rate reconciliation and income taxes. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied prospectively, however retrospective application is permitted. The Company adopted this ASU effective January 1, 2025, with no material impact on our consolidated financial statements.
Income Statement
10
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In November 2024, the FASB issued ASU 2024-03,
"Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)."
ASU 2024-03 requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expense that are included in expense line items on the face of the income statement. The guidance is effective on either a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026, for interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted. The Company has not early adopted ASU 2024-03 and does not expect the adoption of ASU 2024-03 to have a material impact on our consolidated financial statements.
Interim Reporting
In December 2025, the FASB issued ASU No. 2025-11,
"Interim Reporting (Topic 270)—Narrow-Scope Improvements"
, which provides a clearer framework and more consistent application of interim disclosure requirements for public business entities. The guidance is effective for annual periods beginning after December 15, 2027. The guidance is applied prospectively and may be applied retrospectively. Adoption is not expected to have a material impact on our consolidated financial statements.
Codification Improvements
In December 2025, the FASB issued ASU No. 2025-12,
"Codification Improvements"
, which refines existing guidance to further enhance the interpretation and application of the Codification. The guidance is effective for annual periods beginning after December 15, 2026. The guidance is applied prospectively and may be applied retrospectively. Adoption is not expected to have a material impact on our consolidated financial statements.
NOTE 3 -
COMMERCIAL MORTGAGE LOANS HELD-FOR-INVESTMENT
The following tables summarize certain characteristics of the Company's investments in commercial mortgage loans as of March 31, 2026 and December 31, 2025:
Weighted Average
Loan Type
Unpaid Principal Balance
Carrying Value
(1)
Loan Count
Floating Rate Loan %
Coupon
(2)
Term
(Years)
(3)
March 31, 2026
Loans held-for-investment
Senior secured loans
(4)
$
1,130,899,067
$
1,127,604,965
57
100.0
%
7.1
%
1.6
Allowance for credit losses
N/A
(
19,543,903
)
1,130,899,067
1,108,061,062
57
100.0
%
7.1
%
1.6
Weighted Average
Loan Type
Unpaid Principal Balance
Carrying Value
(1)
Loan Count
Floating Rate Loan %
Coupon
(2)
Term
(Years)
(3)
December 31, 2025
Loans held-for-investment
Senior secured loans
(4)
$
1,140,268,217
$
1,136,706,113
61
100.0
%
7.2
%
1.7
Allowance for credit losses
N/A
(
22,658,121
)
1,140,268,217
1,114,047,992
61
100.0
%
7.2
%
1.7
(1) Carrying Value includes $
1,255,406
and $
1,657,584
in unamortized purchase discounts as of March 31, 2026 and December 31, 2025, respectively.
(2) Weighted average coupon assumes applicable 30-day term Secured Overnight Financing Rate ("SOFR") of
3.67
% and
3.85
% as of March 31, 2026 and December 31, 2025, respectively, inclusive of weighted average interest rate floor of
2.25
% and
2.18
%, respectively. As of March 31, 2026 and December 31, 2025,
100.0
% of the investments by total investment exposure earned a floating rate indexed to 30-day term SOFR.
(3) Weighted average remaining term assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.
(4) As of March 31, 2026, $
655,905,141
of the outstanding senior secured loans were held in VIEs and
$
452,155,924
of the outstanding senior secured loans were held outside of VIEs. As of December 31, 2025, $
856,064,487
of the outstanding senior secured loans were held in VIEs and $
257,983,507
of the outstanding senior secured loans were held outside of VIEs.
Activity:
For the three months ended March 31, 2026, the loan portfolio activity was as follows:
Commercial Mortgage Loans Held-for-Investment
Balance at December 31, 2025
$
1,114,047,992
Purchases and advances
47,925,609
Principal payments
(
46,762,914
)
Transfer to real estate owned
(
10,531,845
)
11
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026 (Continued)
NOTE 3 - COMMERCIAL MORTGAGE LOANS HELD-FOR-INVESTMENT (Continued)
Charge-offs
2,381,845
Purchase discount
(
80,461
)
Origination and other loan fees
(
931,808
)
Accretion of purchase discount
482,639
Accretion of deferred loan fees
797,632
Release of allowance for credit losses
732,373
Balance at March 31, 2026
$
1,108,061,062
Loan Risk Ratings:
As further described in Note 2, the Company evaluates the commercial mortgage loan portfolio on a quarterly basis and assigns a risk rating based on a variety of factors.
The following table presents the principal balance and net book value of the loan portfolio based on the Company's internal risk ratings as of March 31, 2026 and December 31, 2025:
March 31, 2026
Amortized Cost by Year of Origination
Risk Rating
Number of Loans
Outstanding Principal
2025
2024
2023
2022
2021
1
—
$
—
$
—
$
—
$
—
$
—
$
—
2
13
255,595,193
87,627,492
78,808,172
—
88,760,135
—
3
29
598,294,755
185,913,526
84,531,808
—
114,219,412
210,489,628
4
8
169,076,610
—
—
—
73,374,274
93,628,560
5
7
107,932,509
—
—
—
77,041,334
13,666,721
57
$
1,130,899,067
$
273,541,018
$
163,339,980
$
—
$
353,395,155
$
317,784,909
December 31, 2025
Amortized Cost by Year of Origination
Risk Rating
Number of Loans
Outstanding Principal
2025
2024
2023
2022
2021
1
—
$
—
$
—
$
—
$
—
$
—
$
—
2
9
161,089,912
43,904,254
48,438,856
—
68,375,256
—
3
38
752,514,730
182,723,449
133,591,415
—
134,038,225
297,723,546
4
6
109,281,497
—
—
—
73,034,316
34,009,099
5
8
117,382,078
—
—
—
84,542,855
13,666,721
61
$
1,140,268,217
$
226,627,703
$
182,030,271
$
—
$
359,990,652
$
345,399,366
As of March 31, 2026, the Company did not own any loans originated in 2026.
As of March 31, 2026, the average risk rating of the commercial mortgage loan portfolio was
3.1
(Moderate Risk), weighted by investment carrying value, with
76.7
% of commercial loans held-for-investment rated 3 (Moderate Risk) or better by the Company's Manager.
As of December 31, 2025, the average risk rating of the commercial mortgage loan portfolio was
3.2
(Moderate Risk), weighted by investment carrying value, with
81.6
% of commercial loans held-for-investment rated 3 (Moderate Risk) or better by the Company's Manager.
The average risk rating of the portfolio declined during the three months ended March 31, 2026. The change in underlying risk rating consisted of loans that paid off with a risk rating of "3" of $
46.8
million during the three months ended March 31, 2026. Additionally, $
94.5
million of loans with a risk rating of "3" transitioned to a risk rating of "2," $
69.6
million of loans with a risk rating of "3" transitioned to a risk rating of "4" and $
9.8
million of loans with a risk rating of "4" transitioned to a risk rating of "3". Further, $
10.5
million of loans with a risk rating of "5" were foreclosed and moved to REO.
Concentration of Credit Risk:
The following tables present the geographic and property types of collateral underlying the Company's commercial mortgage loans as a percentage of the loans' carrying value as of March 31, 2026 and December 31, 2025:
Loans Held-for-Investment
March 31, 2026
December 31, 2025
Geography
South
32.6
%
32.4
%
Southwest
22.8
26.2
Mid-Atlantic
20.0
16.9
Midwest
15.2
13.9
12
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026 (Continued)
NOTE 3 - COMMERCIAL MORTGAGE LOANS HELD-FOR-INVESTMENT (Continued)
West
9.4
10.6
Total
100.0
%
100.0
%
March 31, 2026
December 31, 2025
Collateral Property Type
Multifamily
92.6
%
92.6
%
Seniors Housing and Healthcare
7.4
7.4
Total
100.0
%
100.0
%
Allowance for Credit Losses:
The following table presents the changes for the three months ended March 31, 2026 and March 31, 2025 in the provision for credit losses on loans held-for-investment:
Three months ended
March 31, 2026
March 31, 2025
Allowance for credit losses at beginning of period
$
22,658,121
$
11,320,220
(Release of) provision for credit losses
(
732,373
)
5,739,974
Charge offs
(
2,381,845
)
—
Allowance for credit losses at end of period
$
19,543,903
$
17,060,194
The following table presents the changes for the three months ended March 31, 2026 and March 31, 2025 in the provision for credit losses on the unfunded commitments of the Company's loans held-for-investment:
Three months ended
March 31, 2026
March 31, 2025
Allowance for credit losses at beginning of period
$
—
$
57,554
(Release of) provision for credit losses
—
(
42,313
)
Allowance for credit losses at end of period
$
—
$
15,241
The following tables present the allowance for credit losses for loans held-for-investment as of March 31, 2026 and December 31, 2025:
March 31, 2026
General Reserve
Specific Reserve
Total Reserve
Allowance for credit losses:
Loans held for investment
$
3,728,254
$
15,815,649
$
19,543,903
Total allowance for credit losses
$
3,728,254
$
15,815,649
$
19,543,903
Total unpaid principal balance
$
1,022,966,558
$
107,932,509
$
1,130,899,067
December 31, 2025
General Reserve
Specific Reserve
Total Reserve
Allowance for credit losses:
Loans held for investment
$
5,029,531
$
17,628,590
$
22,658,121
Total allowance for credit losses
$
5,029,531
$
17,628,590
$
22,658,121
Total unpaid principal balance
$
1,022,886,139
$
117,382,078
$
1,140,268,217
During the three months ended March 31, 2026, the Company recorded a decrease of $
3.1
million in the allowance for credit losses, bringing the total allowance for credit losses to $
19.5
million as of March 31, 2026. For the three months ended March 31, 2026, the Company's estimate of expected credit losses decreased primarily due to changes in macroeconomic assumptions employed in determining the Company's model-based general reserve, shortened duration of the portfolio and the charge-off of credit loss related to the foreclosure on one "5" risk rated property which was partially offset by an increase to specific reserves of risk rated "5" loans.
We did not have any impaired loans, non-accrual loans, or loans in maturity default other than the loans discussed below as of March 31, 2026 or December 31, 2025.
As of March 31, 2026, we had aggregate specific allowance of credit losses of $
15.8
million due to management's: (1) continued identification of
one
loan collateralized by
two
multifamily properties in Philadelphia, PA ($
1.3
million specific allowance) with an aggregate unpaid balance of $
15.5
million as risk
13
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026 (Continued)
NOTE 3 - COMMERCIAL MORTGAGE LOANS HELD-FOR-INVESTMENT (Continued)
rated "5" due to maturity default; (2) identification of
two
loans collateralized by
two
multifamily properties in Arlington, TX ($
3.6
million specific allowance; non-accrual cash basis) and Cedar Park, TX (
no
specific allowance; non-accrual cash basis) with an aggregate unpaid balance of $
35.5
million as risk rated "5" due to maturity default and (4) identification of
four
loans collateralized by
four
multifamily properties in Des Moines, IA ($
0.5
million specific allowance; non-accrual cash basis), Tampa, FL ($
1.4
million specific allowance; non-accrual cash basis), Tallahassee, FL ($
3.0
million specific allowance; non-accrual cash basis) and Ypsilanti, MI ($
5.9
million specific allowance; non-accrual cash basis) with an aggregate principal balance of $
56.9
million as risk rated "5" due to monetary default.
We recorded $
0.5
million in cash basis income received on non-accrual loans during the period ended March 31, 2026.
As of December 31, 2025, we had aggregate specific allowance of credit losses of $
17.6
million due to management's: (1) continued identification of
one
loan collateralized by
two
multifamily properties in Philadelphia, PA ($
1.3
million specific allowance) with an aggregate unpaid balance of $
15.5
million as risk rated "5" due to maturity default; (2) continued identification of
one
loan collateralized by a multifamily property in Colorado Springs, CO ($
2.4
million specific allowance; non-accrual cash basis) with an aggregate unpaid balance of $
10.5
million as risk rated "5" due to monetary default; (3) identification of
two
loans collateralized by
two
multifamily properties in Arlington, TX ($
3.6
million specific allowance; non-accrual cash basis) and Cedar Park, TX (
no
specific allowance; non-accrual cash basis) with an aggregate unpaid balance of $
35.5
million as risk rated "5" due to maturity default and (4) identification of
four
loans collateralized by
four
multifamily properties in Des Moines, IA ($
0.5
million specific allowance; non-accrual cash basis), Tampa, FL ($
0.9
million specific allowance; non-accrual cash basis), Tallahassee, FL ($
3.0
million specific allowance; non-accrual cash basis) and Ypsilanti, MI ($
5.9
million specific allowance; non-accrual cash basis) with an aggregate principal balance of $
55.8
million as risk rated "5" due to monetary default.
We recorded $
0.8
million in cash basis income received on non-accrual loans during the year ended December 31, 2025, subsequent to their determination to be risk rated "5" loans and we received $
0.3
million of cash proceeds from such loans that were applied as a reduction to the amortized cost basis of the respective loan.
In the first quarter of 2026, the $
10.5
million Colorado Springs, CO ($
2.4
million specific allowance) loan was foreclosed on, with ownership and deed to the property being taken by a newly formed subsidiary of the Company. The reversal of the $
2.4
million specific allowance is reflected as a charge-off to the "Allowance for credit losses" in the consolidated balance sheets.
Our Manager's asset management team proactively manages the Company's investment portfolio. The asset management team, together with our Manager's underwriting and servicing teams, monitors the credit performance of the investment portfolio, working closely with borrowers to manage all of our positions and monitor financial performance of our collateral assets, including execution of business plans and daily activities within our investment portfolio.
Specific Allowance for Credit Losses
The Company has elected to apply a practical expedient for collateral dependent assets in which the allowance for credit losses is calculated as the difference between the estimated fair value of the underlying collateral, less estimated costs to sell, and the amortized cost basis of the loan. As such, these loans receivable are measured at fair value on a nonrecurring basis using significant unobservable inputs and are classified as Level 3 assets in the fair value hierarchy. The fair value of the underlying collateral is determined using the income approach, market approach, or a combination thereof. The significant unobservable input for the income capitalization approach is the overall capitalization rate assumption, used in the direct capitalization method, which ranged from
5.50
%-
8.50
%. The significant unobservable input used for the market approach is the price per unit from a broker opinion of value. As of March 31, 2026, the unpaid principal balance of default risk loans was $
107.9
million, amortized cost of $
90.7
million and fair value of $
91.0
million.
Loan Modifications Pursuant to ASC 326
The Company may amend or modify a loan depending on the loan's specific facts and circumstances. These loan modifications typically include additional time for a borrower to refinance or sell their property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan maturity, modification of terms of interest rate cap agreements, and/or deferral of scheduled principal payments. In exchange for a modification, we often receive a partial repayment of principal, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection and/or an increase in the loan coupon or additional fees.
Other than loan modification discussed below, we have not entered into any loan modifications during the twelve months ended March 31, 2026, that require disclosure pursuant to ASC 326.
In March 2025, in connection with a loan assumption, the Company modified a risk-rated 5 multifamily loan located in Dallas, TX, with an outstanding principal balance of $
31.9
million. The terms of the modification included, among other things, a $
2.0
million principal repayment, a term extension of
two years
, a reduction in credit spread from
3.9
% to
3.4
% and a purchase of a replacement interest rate cap.
NOTE 4 -
USE OF SPECIAL PURPOSE ENTITIES AND VARIABLE INTEREST ENTITIES
We account for CLO transactions and secured financings on our consolidated balance sheet as financing facilities. The issuing entities for our CLOs and secured financings are VIEs for which we are the primary beneficiary and are consolidated in our financial statements. The investment grade tranches are treated as secured financings and are non-recourse to us. See Note 2 ("Summary of Significant Accounting Policies - Principles of Consolidation - VIE") for further discussion.
On June 14, 2021, the Company completed the 2021-FL1 CLO, issuing
eight
tranches of CLO notes through
two
newly formed wholly-owned subsidiaries totaling $
903.8
million. Of the total CLO notes issued $
833.8
million were investment grade notes issued to third party investors and $
70
million were below investment-grade notes retained by us. In addition, a $
96.25
million equity interest in the portfolio was retained by us. The financing had an initial two-and-a-half year reinvestment period, which expired in December 2023, that allowed principal proceeds of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance was reduced as loans were repaid. Initially, the proceeds of the issuance of the securities also included $
330.3
million for the purpose of acquiring additional loan
14
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 4 – USE OF SPECIAL PURPOSE ENTITIES AND VARIABLE INTEREST ENTITIES (Continued)
obligations for a period up to
180
days from the 2021-FL1 CLO closing date, resulting in the issuer owning loan obligations with a face value of $
1.0
billion, representing leverage of
83
%. On November 18, 2025, the Company redeemed the 2021-FL1 CLO in full.
On July 12, 2023, the Company entered into and closed a matched-term, non-recourse collateralized commercial real estate financing (the "LMF 2023-1 Financing"), secured by $
386.4
million of first lien floating-rate multifamily mortgage assets and was not subject to margin calls or additional collateralization requirements. In connection with the LMF 2023-1 Financing, approximately $
270.4
million of an investment-grade rated senior secured floating rate loan was provided by a private lender and approximately $
47.3
million of investment-grade rated notes (collectively, the "Senior Debt") were issued and sold to an affiliate of LFT's external manager, Lument IM. A consolidated subsidiary of LFT retained the subordinate interests in the issuing vehicle of approximately $
68.6
million. The Senior Debt had an initial weighted average spread of approximately
314
basis points over
30
-day term SOFR, excluding fees and transaction costs. The Senior Debt matured on the payment date in July 2032, unless it was repaid or redeemed sooner in accordance with its terms. The financing had an initial
two-year
reinvestment period that allowed principal proceeds of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance was reduced as loans were repaid. On February 20, 2026, the Company redeemed the LMF 2023-1 Financing in full and expensed the remaining $
1.2
million of deferred financing costs into loss on extinguishment of debt on the consolidated statements of operations.
On December 10, 2025, the Company completed the LMNT 2025-FL3 CLO, issuing
eight
tranches of CLO notes through a newly formed wholly-owned subsidiary totaling $
620.7
million. Of the total CLO notes issued, $
585.0
million were investment grade notes issued to third party investors and $
35.7
million were below investment-grade and retained by us. In addition, a $
43.1
million income note was retained by us. The financing has an initial two-and-a-half year reinvestment period that allows principal proceeds of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance will be reduced as loans are repaid. Initially, the proceeds of the issuance of the securities included $
5.8
million for the purpose of acquiring additional loan obligations for a period up to
180
days from the CLO closing date, resulting in the issuer owning collateral interests with a face value of $
663.8
million, representing effective leverage of
88
%. The investment grade notes have an initial weighted average spread of approximately
190.5
basis points over 30-day term SOFR, excluding fees and transaction costs. The investment grade notes mature on the payment date in July 2043, unless sooner repaid or redeemed in accordance with their terms.
The LMNT 2025-FL3 CLO is subject to collateralization and coverage tests and prior to its redemption the LMF 2023-1 Financing was subject to collateralization and coverage tests that are customary for these types of securitizations. As of March 31, 2026 and December 31, 2025, all such collateralization and coverage tests in the 2021-FL1 CLO and LMF 2023-1 Financing were met.
The carrying values of the Company's total assets and liabilities related to the LMNT 2025-FL3 CLO as of March 31, 2026 and LMNT 2025-FL3 CLO and LMF 2023-1 Financing as of December 31, 2025, included the following VIE assets and liabilities:
ASSETS
March 31, 2026
December 31, 2025
Cash, cash equivalents and restricted cash
$
7,082,122
$
2,253,630
Other assets
—
524,278
Accrued interest receivable
3,566,053
4,309,202
Investment related receivable
—
15,449,323
Loans held for investment, net of allowance for credit losses
655,905,140
856,064,489
Real estate owned, held-for-sale
$
—
$
10,906,169
Total Assets
$
666,553,315
$
889,507,091
LIABILITIES
Accrued interest payable
$
997,422
$
1,445,867
Collateralized loan obligations and secured financings
(1)
580,032,828
748,433,484
Other liabilities
$
—
$
395,205
Total Liabilities
$
581,030,250
$
750,274,556
Equity
85,523,065
139,232,535
Total liabilities and equity
$
666,553,315
$
889,507,091
(1) The stated maturity of the collateralized loan obligations per the terms of the underlying collateralized loan obligation agreement is July 20, 2043 for the LMNT 2025-FL3 CLO and the stated maturity of the secured financing per the terms of the underlying indenture is July 20, 2032.
The following tables present certain loan and borrowing characteristics of the LMNT 2025-FL3 CLO as of March 31, 2026 and LMNT 2025-FL3 CLO and LMF 2023-1 Financing as of December 31, 2025:
As of March 31, 2026
Collateralized Loan Obligations/Financings
Count
Principal Value
Carrying Value
(1)
Wtd. Avg. Coupon
(2)
Collateral (loan investments)
30
$
656,985,469
$
655,905,141
7.02
%
Financing provided
1
$
584,983,000
$
580,302,828
5.58
%
15
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 4 – USE OF SPECIAL PURPOSE ENTITIES AND VARIABLE INTEREST ENTITIES (Continued)
As of December 31, 2025
Collateralized Loan Obligations/Financings
Count
Principal Value
Carrying Value
(1)
Wtd. Avg. Coupon
(2)
Collateral (loan investments)
44
$
873,054,065
$
856,064,489
7.11
%
Collateral (REO assets)
1
$
11,467,505
$
10,906,169
N/A
Financing provided
2
$
754,638,462
$
748,433,484
5.98
%
(1) The carrying value of the collateral is net of unaccreted purchase discounts of $
0
and $
1,595,224
and allowance for credit loss of $
19,543,903
and $
22,658,121
as of March 31, 2026 and December 31, 2025, respectively. The carrying value for LMNT 2025-FL3 CLO is net of debt issuance costs of
$
4,680,172
and $
4,912,883
for
March 31, 2026 and December 31, 2025, respectively and LMF 2023-1 Financing is net of debt issuance costs of $
1,292,096
for December 31, 2025.
(2) Weighted average coupon for loan investments assumes applicable 30-day term SOFR of
3.67
% and
3.86
% as of March 31, 2026 and December 31, 2025, respectively, inclusive of weighted average interest rate floors of
2.66
% and
2.55
%, and spreads of
3.21
% and
3.27
%, respectively. As of March 31, 2026 and December 31, 2025,
100.0
% of the investments by total exposure earned a floating rate indexed to 30-day term SOFR. Weighted average coupon for the financings assumes applicable 30-day term SOFR of
3.67
% and
3.74
% as of March 31, 2026 and December 31, 2025, respectively and spreads of
1.91
% and
2.24
% for March 31, 2026 and December 31, 2025, respectively.
The statement of operations related to the LMNT 2025-FL3 CLO and LMF 2023-1 Financing for the three months ended March 31, 2026 and 2021-FL1 CLO and LMF 2023-1 Financing for the three months ended March 31, 2025 include the following income and expense items:
Statements of Operations
Three Months Ended March 31, 2026
Three Months Ended March 31, 2025
Interest income
$
13,094,776
$
20,485,198
Interest expense
(
10,375,765
)
(
13,636,474
)
Net interest income
$
2,719,011
$
6,848,724
Less:
Provision for credit losses
465,674
(
5,739,974
)
Loss on extinguishment of debt
(
1,152,861
)
—
General and administrative fees
(
112,557
)
(
183,564
)
Net (loss) income
$
1,919,267
$
925,186
NOTE 5 -
REAL ESTATE OWNED
During the period ended March 31, 2026, Lument Real Estate Capital, LLC ("LREC"), as special servicer for LCMT NPL Warehouse, LLC, an indirect wholly owned subsidiary of the Company, foreclosed on a multifamily bridge loan located in Colorado Springs, CO, with an aggregate net carrying value of $
8.2
million, net of specific reserves of $
2.4
million, with ownership and deed to the properties being taken by a newly formed subsidiary of the Company.
During the year ended December 31, 2025, LREC, as special servicer for 2021-FL1 CLO foreclosed on
two
multifamily bridge loans located in San Antonio, TX with an aggregate net carrying value of $
39.5
million, net of specific CECL reserves of $
2.4
million, with ownership and deed to the properties being taken by newly formed subsidiaries of the Company. Additionally, LREC, as special servicer for LMF 2023-1 Financing foreclosed on two multifamily bridge loans located in Houston, TX and San Antonio, TX with an aggregate net carrying value of $
19.9
million, net of specific CECL reserves of $
0.7
million, with ownership and deed to the properties being taken by newly formed subsidiaries of the Company.
The fair value of the REO at time of foreclosure was determined using the income approach, market approach, or a combination thereof. The significant unobservable input for the income capitalization approach is the overall capitalization rate assumption, used in the direct capitalization method, which was
6.25
%-
7.40
%. The significant unobservable input used for the market approach is the price per unit from an appraisal or broker opinion of value.
During the period ended March 31, 2026, the Company remeasured the fair value of one of the San Antonio properties and the Houston property classified as held for sale under ASC 360. As a result, the Company recognized a loss of $
1.4
million for the three months ended March 31, 2026, recorded in "Real estate owned impairment expense" within "Other income and expense" in the consolidated statements of operations. The carrying amount of the properties was $
23.0
million as of March 31, 2026, compared with $
24.1
million as of December 31, 2025.
On December 22, 2025, the Company sold one of the properties located in San Antonio, TX held by a subsidiary of the Company to a third party for $
8.2
million and recognized a $
0.5
million realized loss on the sale of the property. The realized loss on the sale of the property was included within realized loss on real estate owned in the Company's consolidated statements of operations on Form 10-K for the year ended December 31, 2025.
At March 31, 2026 and December 31, 2025, our REO assets were comprised of
four
and
three
multifamily properties, respectively, held within various subsidiaries of the Company. A summary of our REO assets is as follows:
16
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 5 – REAL ESTATE OWNED (Continued)
March 31, 2026
December 31, 2025
Real estate owned, held-for-investment
Land
$
4,621,569
$
4,278,272
Building
30,431,952
22,907,888
Less: Accumulated depreciation
(
623,029
)
(
347,150
)
Total
$
34,430,492
$
26,839,010
Real estate owned, held-for-sale
Real estate owned, held-for-sale
$
23,040,000
$
24,099,072
Total
$
23,040,000
$
24,099,072
At March 31, 2026 and December 31, 2025, our REO properties had a weighted average occupancy rate of approximately
72.3
% and
69.1
%, respectively.
We recorded depreciation and amortization expense related to the REO assets of $
0.3
million for the three months ended March 31, 2026, recorded as "net income (expense) from real estate owned operations" in the consolidated statement of operations. Additionally, we recorded operating income of $
1.6
million and operating expense of $
1.4
million for the three months ended March 31, 2026, recorded as "Net income (expense) from real estate owned operations" in the consolidated statement of operations.
NOTE 6 -
RESTRICTED CASH
Restricted cash primarily includes (1) proceeds from principal payments and interest received held by the servicer which have to be reinvested or distributed, (2) interest reserve accounts related to our secured financing agreements and (3) funds on deposit with financial institutions related to real estate owned properties that are held in the Company's consolidated VIEs.
LMF 2023-1 Financing was actively managed with initial reinvestment period of
24
months which expired in July 2025.
LMNT 2025-FL3 CLO is actively managed with an initial reinvestment period of
30
months which expires in May 2028. As loans pay off or mature, as applicable, during this reinvestment period, cash received is restricted and intended to be reinvested within LMNT 2025-FL3 CLO in accordance with the terms and conditions of its respective governing agreements.
NOTE 7 -
SECURED FINANCING AGREEMENTS
Master Repurchase and Secured Lending Agreements
On November 3, 2025, LCMT Warehouse, LLC, an indirect wholly owned subsidiary of the Company, entered into an Uncommitted Master Repurchase Agreement ("Repurchase Agreement") with JPMorgan Chase Bank, N.A.. The Repurchase Agreement provides up to $
450
million to finance first mortgage loans, controlling loan participations and other commercial mortgage loan debt instruments secured by commercial real estate, as described in more detail in the Repurchase Agreement. Advances under the Repurchase Agreement accrue interest at per annum rates equal to term SOFR plus a spread to be determined on a case-by-case basis. The initial maturity date of the Repurchase Agreement is November 3, 2028, with
two
(2)
one-year
extensions at the Company's option, which may be exercised upon the satisfaction of certain conditions as described in more detail in the Repurchase Agreement. Under the Guarantee Agreement ("Guarantee Agreement") made by LFT in favor of JPMorgan Chase Bank, N.A., Borrowings under the Repurchase Agreement are on a partial (
25
%) recourse basis. The Repurchase Agreement contains defined mark-to-market provisions that permit the lender to issue margin calls based on credit marks.
The Repurchase Agreement and Guarantee Agreement contain affirmative and negative covenants binding the Company and its subsidiaries that are customary for credit facilities of this type, including, but not limited to: minimum asset coverage ratio, minimum unencumbered assets ratio, maximum total net leverage ratio, minimum tangible net worth, and an interest charge coverage ratio. As of March 31, 2026 and December 31, 2025, we were in compliance with covenants, except for the maximum total net leverage ratio with respect to the period ended March 31, 2026. On May 14, 2026, the Company and JPMorgan Chase Bank, National Association entered into an amendment to the Guarantee Agreement which waived the maximum total net leverage ratio covenant for the period ended March 31, 2026.
The Repurchase Agreement contains events of default that are customary for facilities of this type, including, but not limited to, nonpayment of principal, interest, fees and other amounts when due, violation of covenants, cross default with material indebtedness, and change of control.
On December 10, 2025, LCMT NPL Warehouse, LLC, an indirect wholly owned subsidiary of the Company, entered into a loan agreement ("Loan Agreement") with Northeast Bank. The Loan Agreement provides for up to $
50
million in maximum aggregate advances over a
36-month
draw period to finance first mortgage loans and controlling first mortgage loan participations secured by commercial real estate. Each collateral loan financed under the Loan Agreement will be classified as a performing or non-performing loan, as described in more detail in the Loan Agreement. The Loan Agreement also provides financing for commercial REO properties, with related REO entities joining as borrowers under the Loan Agreement from time to time, as described in more detail in the Loan Agreement.
The following table presents certain loan and borrowing characteristics of the Repurchase Agreement and Loan Agreement as of March 31, 2026 and December 31, 2025:
17
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 7 – SECURED FINANCING AGREEMENTS (Continued)
March 31, 2026
Facility
Collateral
Secured Funding Agreements:
Current Maturity
Final Stated Maturity
(1)
Maximum Facility Size
Outstanding Balance
Carrying Value
(2)
Weighted Average Funding Cost
(3)
Outstanding Principal
Carrying Value
Repurchase Agreement
(4)
November 2028
November 2030
$
450,000,000
$
315,342,045
$
313,515,142
5.7
%
$
457,169,141
$
446,737,133
Loan Agreement
April 2028
April 2029
50,000,000
35,450,000
35,208,815
7.2
%
67,378,717
63,008,252
Subtotal
$
500,000,000
$
350,792,045
$
348,723,957
5.8
%
$
524,547,858
$
509,745,385
December 31, 2025
Facility
Collateral
Secured Funding Agreements:
Current Maturity
Final Stated Maturity
(1)
Maximum Facility Size
Outstanding Balance
Carrying Value
(2)
Weighted Average Funding Cost
(3)
Outstanding Principal
Carrying Value
Repurchase Agreement
(4)
November 2028
November 2030
$
450,000,000
$
177,193,781
$
175,204,869
5.6
%
$
259,571,503
$
256,531,194
Loan Agreement
December 2027
December 2029
50,000,000
17,000,000
16,738,351
7.2
%
34,650,632
29,281,632
Subtotal
$
500,000,000
$
194,193,781
$
191,943,220
5.7
%
$
294,222,135
$
285,812,826
(1) Final Stated Maturity is determined based on the maximum maturity of the underlying financing agreements or corresponding loans, assuming all extension options in LFT's discretion are exercised.
(2) Net of $
2.1
million and
2.3
million unamortized deferred financing costs as of March 31, 2026
and
December 31, 2025, respectively.
(3) Weighted average funding cost for Repurchase Agreement assumes applicable 30-day term SOFR of
3.68
% and
3.73
% as of March 31, 2026 and December 31, 2025, respectively, and a spread of
2.01
% and
1.85
%, respectively. Weighted average funding cost for Loan Agreement assumes applicable 30-day term SOFR of
3.68
% and
3.73
% as of March 31, 2026 and December 31, 2025, respectively and a spread of
3.50
%.
(4) Borrowings under the Repurchase Agreement are on a partial (
25
%) recourse basis. This Agreement contains defined mark-to-market provisions that permit the lender to issue margin calls based on credit marks.
NOTE 8 -
SECURED TERM LOAN
On January 15, 2019, the Company, together with its FOAC and Lument CMT Equity subsidiaries (together with the Company, the "Credit Parties"), entered into the Secured Term Loan, as amended on February 13, 2019, July 9, 2020, April 21, 2021 and February 22, 2022 with the lenders party thereto and Cortland Capital Market Services, LLC, as administrative agent (in such capacity, the "Agent"), providing for a term facility ("Credit Agreement") to be drawn in an aggregate principal amount of $
40.25
million with a maturity of
6
years. On February 14, 2019, the Company drew on the Secured Term Loan in the aggregate principal amount of $
40.25
million generating net proceeds of $
39.2
million.
The borrowings under the Secured Term Loan are joint and several obligations of the Credit Parties. In addition, the Credit Parties' obligations under the Secured Term Loan are secured by substantially all the assets of the Credit Parties through pledge and security documentation. Amounts advanced under the Secured Term Loan are subject to compliance with a borrowing base comprised of assets of the Credit Parties and certain of their subsidiaries, and include senior and subordinated CRE mortgage loans, preferred equity in CRE assets (directly or indirectly), CRE construction mortgage loans and certain types of equity interests (the "Eligible Assets"). Borrowings under the Secured Term Loan bear interest at a fixed rate of
7.25
% for the
six-year
period following the initial draw-down, which is subject to step up by
0.25
% for the first
four months
after the sixth anniversary of the borrowing of the Senior Secured Term Loan, then by
0.375
% for the following
four months
, then by
0.50
% for the last
four months
until maturity.
In response to the continued COVID-19 pandemic, on July 9, 2020, the Company entered into the Second Amendment to the Credit and Guaranty Agreement. This amendment provides the Company with additional flexibility to effectively manage any potential borrower distress related to COVID-19 that was not originally contemplated in loan documentation.
On April 21, 2021, the Company, together with its Credit Parties, entered into an amendment (the "Third Amendment") to the Credit and Guaranty Agreement. The amendment, among other things, (i) provides the Company with an incremental secured term loan in the aggregate principal amount of $
7.5
million; (ii) extends the maturity date of the Secured Term Loan from February 14, 2025 to February 14, 2026; (iii) amends certain asset concentration limits and (iv) amends certain financial covenants. On May 5, 2021 the Third Amendment became effective. On August 23, 2021, the Company drew down the $
7.5
million incremental secured term loan.
On February 22, 2022, the Company, together with its Credit Parties, entered into an amendment (the "Fourth Amendment") to the Credit and Guaranty Agreement. This amendment waived the step-down provisions of the maximum total net leverage financial covenant in connection with the February 2022 rights offering; however, the step-down provision remains in place for future capital raises.
On February 17, 2026, the Company, together with its Credit Parties, entered into the Fifth Amendment extending the maturity date of the secured term loan provided under the Credit and Guaranty Agreement to February 20, 2026.
On February 20, 2026, the Company, together with its Credit Parties, entered into a further amendment (the "Sixth Amendment") to the Credit and Guaranty Agreement with the Agent and the lenders party thereto. The Sixth Amendment (1) provided the Company with an incremental secured term loan in
18
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 8 – SECURED TERM LOAN (Continued)
the aggregate principal amount of $
2.3
million generating net proceeds of $
1.9
million, which the Company drew upon on February 23, 2026, (2) extended the maturity from February 20, 2026 to February 20, 2030, (3) amended certain terms applicable to borrowing base eligible assets, permitted debt and the advance rate applicable to borrowing base debt subsidiaries and (4) amended certain financial covenants, including the maximum total net leverage ratio and minimum tangible net worth, and included a minimum liquidity financial covenant. Borrowings under the Secured Term Loan bear interest at a fixed rate of
9.75
% per annum, which is subject to step up by
0.50
% per annum for the first
three months
after February 20, 2029, with further step ups of
0.50
% per annum for every
three months
thereafter until the maturity date.
The outstanding balance of the Secured Term Loan in the table below is presented gross of deferred financing costs of $
364,044
and $
30,721
at March 31, 2026 and December 31, 2025, respectively.
March 31, 2026
December 31, 2025
Outstanding Balance
Total Commitment
Outstanding Balance
Total Commitment
Secured Term Loan
$
50,000,000
$
50,000,000
$
47,750,000
$
47,750,000
Total
$
50,000,000
$
50,000,000
$
47,750,000
$
47,750,000
The Credit Agreement contains affirmative and negative covenants binding the Company and its subsidiaries that are customary for credit facilities of this type, including, but not limited to: minimum asset coverage ratio; minimum unencumbered assets ratio; maximum total net leverage ratio; minimum tangible net worth; and an interest charge coverage ratio. As of March 31, 2026 and December 31, 2025, we were in compliance with these covenants.
The Credit Agreement contains events of default that are customary for facilities of this type, including, but not limited to, nonpayment of principal, interest, fees and other amounts when due, violation of covenants, cross default with material indebtedness, and change of control.
NOTE 9 -
MORTGAGE SERVICING RIGHTS
As of March 31, 2026, the Company retained the servicing rights associated with an aggregate principal balance of $
52,755,018
of residential mortgage loans that the Company had previously transferred to residential mortgage loan securitization trusts. The Company's MSRs are held and managed at the Company's TRS, and the Company employs
two
licensed sub-servicers to perform the related servicing activities.
The following table presents the Company's MSR activity for the three months ended March 31, 2026 and the three months ended March 31, 2025:
March 31, 2026
March 31, 2025
Balance at beginning of period
$
554,246
$
649,287
Changes in fair value due to:
Changes in valuation inputs or assumptions used in valuation model
(
11,147
)
(
10,310
)
Other changes to fair value
(1)
(
19,098
)
(
12,208
)
Balance at end of period
$
524,001
$
626,769
Loans associated with MSRs
(2)
$
52,755,018
$
60,896,737
MSR values as percent of loans
(3)
0.99
%
1.03
%
(1)
Amounts represent changes due to realization of expected cash flows and prepayment of principal of the underlying loan portfolio.
(2)
Amounts represent the unpaid principal balance of loans associated with MSRs outstanding at March 31, 2026 and March 31, 2025, respectively.
(3)
Amounts represent the carrying value of MSRs at March 31, 2026 and March 31, 2025, respectively, divided by the outstanding balance of the loans associated with these MSRs.
The following table presents the servicing income recorded on the Company's consolidated statements of operations for the three months ended March 31, 2026 and March 31, 2025:
Three Months Ended
March 31, 2026
Three Months Ended
March 31, 2025
Servicing income, net
$
54,421
$
64,880
Total servicing income
$
54,421
$
64,880
NOTE 10 -
FAIR VALUE
The following tables summarize the valuation of the Company's assets and liabilities carried at fair value on a recurring basis within the fair value hierarchy levels as of March 31, 2026 and December 31, 2025:
19
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 10 – FAIR VALUE (Continued)
March 31, 2026
Quoted prices in
active markets
for identical assets
Level 1
Significant
other observable
inputs
Level 2
Unobservable
inputs
Level 3
Balance as of March 31, 2026
Assets:
Mortgage servicing rights
$
—
$
—
$
524,001
$
524,001
Total
$
—
$
—
$
524,001
$
524,001
December 31, 2025
Quoted prices in
active markets
for identical assets
Level 1
Significant
other observable
inputs
Level 2
Unobservable
inputs
Level 3
Balance as of
December 31, 2025
Assets:
Mortgage servicing rights
$
—
$
—
$
554,246
$
554,246
Total
$
—
$
—
$
554,246
$
554,246
As of March 31, 2026 and December 31, 2025, the Company had $
524,001
and $
554,246
, respectively, in Level 3 assets. The Company's Level 3 assets are comprised of MSRs. For more detail about Level 3 assets, also see Notes 2 and 7.
The following table provides quantitative information about the significant unobservable inputs used in the fair value measurement of the Company's MSRs classified as Level 3 fair value assets at March 31, 2026 and December 31, 2025:
As of March 31, 2026
Valuation Technique
Unobservable Input
Range
Weighted Average
Discounted cash flow
Constant prepayment rate
7.0
-
8.7
%
7.9
%
Discount rate
12.0
%
12.0
%
As of December 31, 2025
Valuation Technique
Unobservable Input
Range
Weighted Average
Discounted cash flow
Constant prepayment rate
7.0
-
8.6
%
7.9
%
Discount rate
12.0
%
12.0
%
As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practicable to estimate that value.
The following table details the carrying amount, face amount and fair value of the financial instruments described in Note 2:
March 31, 2026
Level in Fair Value Hierarchy
Carrying Value
Face Amount
Fair Value
Assets:
Cash and cash equivalents
1
$
21,249,107
$
21,249,107
$
21,249,107
Restricted cash
1
9,372,908
9,372,908
9,372,908
Commercial mortgage loans held-for-investment, net
3
1,108,061,062
1,130,899,066
1,112,987,038
Total
$
1,138,683,077
$
1,161,521,081
$
1,143,609,053
Liabilities:
Collateralized loan obligations and secured financings
2
$
580,302,828
$
584,983,000
$
588,122,325
Master repurchase agreements
3
313,515,142
315,342,045
313,515,142
Term lending agreement
3
35,208,815
35,450,000
35,208,815
Secured Term Loan
3
49,635,956
50,000,000
48,913,772
Total
$
978,662,741
$
985,775,045
$
985,760,054
20
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 10 – FAIR VALUE (Continued)
December 31, 2025
Level in Fair Value Hierarchy
Carrying Value
Face Amount
Fair Value
Assets:
Cash and cash equivalents
1
$
23,112,995
$
23,112,995
$
23,112,995
Restricted cash
1
3,505,087
3,505,087
3,505,087
Commercial mortgage loans held-for-investment, net
3
1,114,047,992
1,140,268,217
1,119,645,026
Total
$
1,140,666,074
$
1,166,886,299
$
1,146,263,108
Liabilities:
Collateralized loan obligations and secured financings
2
$
748,433,484
$
754,638,462
$
756,051,842
Master repurchase agreements
3
175,204,869
177,193,781
175,204,869
Term lending agreement
3
16,738,351
17,000,000
16,738,351
Secured term loan
3
47,719,278
47,750,000
47,746,394
Total
$
988,095,982
$
996,582,243
$
995,741,456
Estimates of cash and cash equivalents and restricted cash are measured using quoted prices, or Level 1 inputs. Estimates of the fair value of collateralized loan obligations and secured financings are measured using observable, quoted market prices, in active markets, or Level 2 inputs. All other fair value significant estimates are measured using unobservable inputs, or Level 3 inputs. See Note 2 for further discussion regarding fair value measurement of certain of our assets and liabilities.
NOTE 11 -
RELATED PARTY TRANSACTIONS
Management and Incentive Fee
The Company is externally managed and advised by the Manager. Pursuant to the terms of the Management Agreement, the Company pays the Manager a management fee equal to
1.5
% of stockholders' equity per annum, calculated and payable quarterly (
0.375
% per quarter) in arrears. For purposes of calculating the management fee, the Company's stockholders' equity includes the sum of the net proceeds from all issuances of the Company's equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus the Company's retained earnings at the end of the most recently completed calendar quarter (without taking into account any non-cash equity compensation expense incurred in current or prior periods), less any amount that the Company paid for repurchases of the Company's common stock since inception, and excluding any unrealized gains, losses or other items that did not affect realized net income (regardless of whether such items were included in other comprehensive income or loss, or in net income). This amount will be adjusted to exclude one-time events pursuant to changes in GAAP and certain non-cash items after discussions between the Manager and the Company's independent directors and approval by a majority of the Company's independent directors. To the extent asset impairment reduces the Company's retained earnings at the end of any completed calendar quarter, it will reduce the management fee for such quarter. The Company's stockholders' equity for the purposes of calculating the management fee could be greater than the amount of stockholders' equity shown on the consolidated financial statements. Additionally, starting in the first full calendar quarter following January 3, 2020, the Company was also required to pay the Manager a quarterly incentive fee equal to
20
% of the excess of Core Earnings (as defined in the management agreement) over the product of (i) stockholders' equity as of the end of such fiscal quarter, and (ii)
8
% per annum. The initial term of our management agreement expired on January 3, 2023, with automatic,
one-year
renewals thereafter.
For the three months ended March 31, 2026, the Company incurred management fees of $
1,095,000
(March 31, 2025: $
1,113,314
), recorded as "Management and incentive fees" in the consolidated statements of operations, of which $
1,095,000
(March 31, 2025: $
1,110,000
) was accrued but had not been paid, included in "Fees and expenses payable to Manager" in the consolidated balance sheets.
For the three months ended March 31, 2026, the Company did
not
incur any incentive fees and for the three months ended March 31, 2025, the Company incurred incentive fees of $
453,222
, recorded as "Management and incentive fees" in the consolidated statement of operations, all of which the Manager agreed to waive that otherwise would have been incurred with respect to the quarter ended March 31, 2025.
Expense Reimbursement
Pursuant to the management agreement, the Company is required to reimburse the Manager for operating expenses related to the Company incurred by the Manager, including accounting, auditing and tax services, technology and office facilities, operations, compliance, legal and filing fees, loan servicing fees and miscellaneous general and administrative costs, including the cost of non-investment management personnel of the Manager who spend all or a portion of their time managing the Company's affairs. The Manager has agreed to certain limitations on manager expense reimbursement from the Company.
For the three months ended March 31, 2026, the Company incurred reimbursable expenses of $
466,431
(March 31, 2025: $
404,620
), recorded as "operating expenses reimbursable to Manager" in the consolidated statements of operations, of which $
466,431
(March 31, 2025: $
459,151
) was accrued but had not yet been paid, included in "fees and expenses payable to Manager" in the consolidated balance sheets. Per the management agreement, any exit fees waived by the Company as a result of permanent financing by the Manager or any of its affiliates shall result in a reduction to reimbursed expenses by an amount equal to
50
% of the amount of any such waived exit fee capped at a waived exit fee of
1
%. For the three months ended March 31, 2026, the Company waived $
60,000
in gross exit fees, reducing reimbursed expenses by $
30,000
and for the three months ended March 31, 2025, the Company waived $
71,698
in gross exit fees, reducing reimbursed expenses by $
35,849
.
21
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 11 - RELATED PARTY TRANSACTIONS (Continued)
Lument Structured Finance
During the period ended March 31, 2026, we purchased the following from Lument Structured Finance, LLC ("LSF"), an affiliate of our Manager: (a)
two
loans with an aggregate unpaid principal balance of $
46.8
million at par; (b)
one
funded advance with unpaid principal balance of $
1.1
million at a discount of $
0.1
million and (c)
one
funded advance related to a real estate owned property with an aggregate unpaid principal balance $
0.2
million.
In connection with originating loans that are subsequently purchased by the Company and its subsidiaries, LSF or its affiliates may retain certain fees paid by borrowers in connection with the origination, processing and closing of such loans, including origination and processing fees.
In addition, when certain loans are originated, they are often accompanied by different types of fees, including, but not limited to, exit fees that will be paid in certain circumstances. In certain instances when the Manager engages in a principal transaction with the Company, the Manager may decide not to transfer all the fees associated with a particular loan when such loan is transferred to the Company, subject to the consent of the Company. Instead, the fees or a portion of the fees may be retained by LSF or its affiliates, and LSF or its affiliates will earn the fees in the event they become due.
To the extent a participation interest is involved, a pro rata portion of any fees associated with the underlying loan will be included with such participation. If the Company receives less than a pro rata portion of the fees, the Manager will disclose such arrangement and seek consent from the Company prior to transfer. However, if the Company purchases a loan from LSF or its affiliates that has not been fully funded at the time of the transfer, the Company may issue a participation interest in the loan back to LSF or its affiliates for the remaining unfunded amount. In such cases, any draw, advance or other fees earned in connection with any future funding of the loan will be retained by LSF or its affiliates, as the future funding participation holder.
Lument Real Estate Capital, LLC
Lument Real Estate Capital, LLC ("LREC"), an affiliate of our Manager, was appointed the servicer and special servicer with respect to mortgage assets for the 2021-FL1 CLO in June 2021, the LMF 2023-1 Financing in July 2023, the LMNT 2025-FL3 CLO in December 2025, the Repurchase Agreement in November 2025 and Loan Agreement in December 2025 and continues to serve in this role for the LMNT 2025-FL3 CLO, the Repurchase Agreement and the Loan Agreement. LREC no longer serves as servicer and special servicer for the 2021-FL1 CLO and LMF 2023-1 Financing due the their redemptions in December 2025 and February 2026, respectively.
In connection with its role as servicer and special servicer with respect to mortgage assets held in the 2021-FL1 CLO through its redemption in December 2025, the LMF 2023-1 Financing through its redemption in February 2026, the LMNT 2025-FL3 CLO, the Repurchase Agreement and the Loan Agreement, LREC is paid certain fees under the 2021-FL1 CLO through its redemption in December 2025, the LMF 2023-1 Financing through its redemption in February 2026, the LMNT 2025-FL3 CLO, the Repurchase Agreement and the Loan Agreement depending upon the specific services rendered, including servicing fees, special servicing fees, workout fees and liquidation fees. In addition, LREC, as servicer and/or special servicer, may be entitled to retain certain fees or portions thereof paid by borrowers, including modification, waiver, assumption, transfer, processing, consent, review and similar fees, defeasance fees, late fees and application fees. During the three months ended March 31, 2026, LREC received servicing fees, inclusive of both servicing and special servicing fees of $
103,557
compared to $
142,195
for the three months ended March 31, 2025.
LREC was also appointed as servicer with respect to mortgage assets held by the Company and its other subsidiaries in August 2022. Our Manager pays LREC's servicing fees, if any, which are reimbursed by the Company.
Lument IM
Lument IM was appointed as the collateral manager with respect to the LMNT 2025-FL3 CLO in December 2025, and continues to serve in this role. Lument IM was appointed as the collateral manager with respect to the 2021-FL1 CLO in June 2021 and LMF 2023-1 Financing in July 2023, and served in this role until their redemptions in December 2025 and February 2026, respectively. Lument IM has agreed to waive all its entitlements to collateral management fees for so long as Lument IM or an affiliate is the collateral manager and also the manager of the Company.
Hunt Companies, Inc.
One of the Company's directors is also Chief Executive Officer and President of Hunt Companies, Inc. ("Hunt") and is a member of the Hunt Board of Directors, with which affiliates of the Manager have a commercial business relationship. The Manager's affiliates provide servicing with respect to mortgage assets of Hunt and may from time to time sell commercial mortgage loans to Hunt or various of its subsidiaries and affiliates.
NOTE 12 -
GUARANTEES
The Company, through FOAC, is party to customary and standard loan repurchase obligations in respect of residential mortgage loans that it has sold into securitizations or to third parties, to the extent it is determined that there has been a breach of standard seller representations and warranties in respect of such loans. To date, the Company has not been required to repurchase any loan due to a claim of breached seller representations and warranties.
In July 2016, the Company announced that it would no longer aggregate and securitize residential mortgage loans; however, the Company sought to capitalize on its infrastructure and knowledge to become the provider of seller eligibility review and backstop services to MAXEX. MAXEX's wholly owned clearinghouse subsidiary, MAXEX Clearing LLC, formerly known as Central Clearing and Settlement LLC ("MAXEX Clearing LLC"), functions as the central counterparty with which buyers and sellers transact, and acts as the buyer's counterparty for each transaction. Pursuant to a Master Agreement dated June 15, 2016, as amended August 29, 2016, January 30, 2017 and June 27, 2018, among MAXEX, MAXEX Clearing LLC and FOAC (the "Master Agreement"), FOAC provided seller eligibility review services under which it reviewed, approved and monitored sellers that sold loans via MAXEX Clearing LLC. Once approved, and having signed the standardized loan sale contract, the seller sold loan(s) to MAXEX Clearing LLC, and MAXEX Clearing LLC simultaneously sold loan(s) to the buyer on substantially the same terms including representations and warranties. The Master Agreement was terminated on November 28, 2018 (the "MAXEX Termination Date"). To the extent that a seller approved by FOAC prior to the MAXEX Termination Date failed to honor its obligations to repurchase a loan based on an arbitration finding that it breached its representations and warranties, FOAC was obligated to backstop the
22
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 12 -
GUARANTEES
seller's repurchase obligation. The term of the backstop guarantee is the earlier of the contractual maturity of the underlying mortgage, or its earlier repayment in full; however, the incidence of claims for breaches of representations and warranties over time is considered unlikely to occur more than
five years
from the sale of the mortgage. FOAC's obligation to provide further seller eligibility review and backstop guarantee services terminated on the MAXEX Termination Date. Pursuant to an Assumption Agreement dated December 31, 2018, among MAXEX Clearing LLC and FOAC, MAXEX Clearing LLC assumed all of FOAC's obligations under its backstop guarantees and agreed to indemnify and hold FOAC harmless against any losses, liabilities, costs, expenses and obligations under the backstop guarantee. FOAC paid MAXEX Clearing LLC, as the replacement backstop provider, a fee of $
426,770
(the "Alternate Backstop Fee"). MAXEX Clearing LLC represented to FOAC in the Assumption Agreement that it (i) is rated at least "A" (or equivalent) by at least one nationally recognized statistical rating agency or (ii) has (a) adjusted tangible net worth of at least $
20
million and (b) minimum available liquidity equal to the greater of (x) $
5
million and (y)
0.1
% multiplied by the scheduled unpaid principal balance of each outstanding loan covered by the backstop guarantees. MAXEX's chief financial officer is required to certify ongoing compliance by MAXEX Clearing LLC with the aforementioned criteria on a quarterly basis and if MAXEX Clearing LLC fails to satisfy such criteria, MAXEX Clearing LLC is required to deposit into an escrow account for FOAC's benefit an amount equal to the greater of (A) the unamortized Alternate Backstop Fee for each outstanding loan covered by the backstop guarantee and (B) the product of
0.01
% multiplied by the scheduled unpaid principal balance of each outstanding loan covered by the backstop guarantees.
The maximum potential amount of future payments that the Company could be required to make under the outstanding backstop guarantees, which represents the outstanding balance of all underlying mortgage loans sold by approved sellers to MAXEX Clearing LLC, was estimated to be $
0
million as of March 31, 2026 and December 31, 2025, respectively. Amounts that may become payable under the backstop guarantee are normally recoverable from the related seller, as well as from any payments received on (or from the sale of property securing) the mortgage loan repurchased and, as noted above, MAXEX Clearing LLC has assumed all of FOAC's obligations in respect of its backstop guarantees. Pursuant to the Master Agreement, FOAC is required to maintain minimum available liquidity equal to the greater of (i) $
5.0
million or (ii)
0.10
% of the aggregate unpaid principal balance of loans backstopped by FOAC, either directly or through a credit support agreement acceptable by MAXEX. As of March 31, 2026, the Company was not aware of any circumstances expected to lead to the triggering of a backstop guarantee obligation.
In addition, the Company enters into certain contracts that contain a variety of indemnification obligations, principally with the Manager, brokers and counterparties to repurchase agreements. The maximum potential future payment amount the Company could be required to pay under these indemnification obligations is unlimited. The Company has not incurred any costs to defend lawsuits or settle claims related to the indemnification obligations. As a result, the estimated fair value of these agreements is minimal. Accordingly, the Company recorded
no
liabilities for these agreements as of March 31, 2026.
NOTE 13 -
COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, LFT may be involved in various claims and legal actions arising in the ordinary course of business. LFT establishes an accrued liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable.
As of March 31, 2026, LFT was not involved in any material legal proceedings regarding claims or legal actions against LFT.
Unfunded Commitments
As of March 31, 2026, LSF, an affiliate of the Manager, had $
7.5
million of unfunded commitments related to loans held in LMNT 2025-FL3 CLO. These commitments are not reflected on the Company's consolidated balance sheets.
As of March 31, 2026, LSF had $
5.1
million of unfunded commitments related to loans pledged to the Repurchase Agreement. These commitments are not reflected on the Company's consolidated balance sheets.
As of March 31, 2026, LCMT had $
1.2
million of unfunded commitments related to loans pledged to the Loan Agreement. These commitments are not reflected on the Company's consolidated balance sheets. Notwithstanding the remaining commitment, the subject loans are non-performing and the funding conditions will not be satisfied.
As of December 31, 2025, LSF had $
1.8
million of unfunded commitments related to loans held in LMF 2023-1 Financing. These commitments are not reflected in the Company's consolidated balance sheets.
As of December 31, 2025, LSF had $
10.1
million of unfunded commitments related to loans held in LMNT 2025-FL3 CLO. These commitments are not reflected on the Company's consolidated balance sheets.
As of December 31, 2025, LSF had $
3.3
million of unfunded commitments related to loans pledged to the Repurchase Agreement. These commitments are not reflected on the Company's consolidated balance sheets.
As of December 31, 2025, LSF had $
3.9
million of unfunded commitments related to loans pledged to the Loan Agreement. These commitments are not reflected in the Company's consolidated balance sheets.
Future loan fundings comprise funding for capital improvements, leasing costs, interest and carry costs, and fundings will vary depending on the progress of the business plan and cash flows at the mortgage assets. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying mortgage assets.
NOTE 14 -
EQUITY
Common Stock
23
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 14 – EQUITY (Continued)
The Company has
450,000,000
authorized shares of common stock, par value $
0.01
per share, with
52,439,463
and
52,399,265
shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively.
Stock Repurchase Program
On December 15, 2015, the Board authorized a stock repurchase program (the "Repurchase Program"), to repurchase up to $
10
million of the Company's outstanding common stock. Shares of the Company's common stock may be purchased in the open market, including through block purchases, or through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b-18(b)(1) of the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any repurchases will be determined at the Company's discretion and the program may be suspended, terminated or modified at any time for any reason. Among other factors, the Company intends to only consider repurchasing shares of the Company's common stock when the purchase price is less than the Company's estimate of the Company's current net asset value per common share. Shares of common stock repurchased by the Company under the Repurchase Program, if any, will be canceled and, until reissued by the Company, will be deemed to be authorized but unissued shares of the Company's common stock.
No
share repurchases have been made since January 19, 2016. Through March 31, 2026, the Company had repurchased
126,856
shares of common stock at a weighted average share price of $
5.09
. As of March 31, 2026, $
9.4
million of common stock remained authorized for future share repurchase under the Repurchase Program.
Preferred Stock
At March 31, 2026 and December 31, 2025, the Company was authorized to issue up to
50,000,000
shares of preferred stock, par value $
0.01
per share, with
2,400,000
shares of Series A Preferred Stock issued and outstanding as of March 31, 2026 and December 31, 2025, respectively. Voting and other rights and preferences will be determined by the Company's Board of Directors upon issuance.
Distributions to stockholders
For the taxable year to date, the Company has declared dividends to common stockholders totaling $
2,097,579
, or $
0.04
per share.
The following table presents cash dividends declared by the Company on its common stock during the three months ended March 31, 2026:
Declaration Date
Record Date
Payment Date
Dividend Amount
Cash Dividend Per Weighted Average Share
March 19, 2026
March 31, 2026
April 15, 2026
$
2,097,579
$
0.040
The following table presents cash dividends declared by the Company on its Series A Preferred stock for the three months ended March 31, 2026:
Declaration Date
Record Date
Payment Date
Dividend Amount
Cash Dividend Per Weighted Average Share
March 19, 2026
April 1, 2026
April 15, 2026
$
1,181,250
$
0.49219
Non-controlling interests
On November 29, 2018, LCMT, which is an indirect wholly-owned subsidiary of the Company that has elected to be taxed as a REIT for U.S. Federal income tax purposes, issued
125
shares of Series A Preferred Shares ("LCMT Preferred Shares"). Net proceeds to LCMT were $
99,500
representing $
125,000
in equity raised, less $
25,500
in expenses and is reflected as "Non-controlling interests" in the Company's consolidated balance sheets. Dividends on the LCMT Preferred Shares are cumulative annually, in an amount equal to
12
% of the initial purchase price plus any accrued unpaid dividends. The LCMT Preferred Shares are redeemable at any time by LCMT. The redemption price through December 31, 2020 was
1.1
x the initial purchase price plus all accrued and unpaid dividends, and the initial purchase price plus all accrued and unpaid dividends thereafter. The holders of the LCMT Preferred Shares have limited voting rights, which do not entitle the holders to participate or otherwise direct the management of LCMT or the Company. The LCMT Preferred Shares are not convertible into or exchangeable for any other property or securities of LCMT or the Company. Dividends on the LCMT Preferred Shares, which amounted to $
15,000
for the year ended December 31, 2025, are reflected in "Dividends to preferred stockholders" in the Company's consolidated statements of operations. As of March 31, 2026, LCMT had $
3,708
in accrued dividends on the LCMT Preferred Shares which are reflected in "dividends to preferred stockholders" in the Company's consolidated statements of operations of which $
3,708
were accrued and unpaid dividends on the LCMT Preferred Shares which are reflected in "Dividends payable" in the Company's consolidated balance sheet.
Independent Directors Stock-for-Fees Program
Upon the recommendation of the Compensation Committee of the Board, on April 20, 2023, the Board adopted the Independent Directors Stock-for-Fees Program (the “Stock-for-Fees Program”). The purpose of the Stock-for-Fees Program is to promote the long-term success of the Company and further align the interests of the Company’s independent directors with the interests of its stockholders by providing the independent directors with an opportunity to elect to receive their Director Fees (as defined below) in the form of shares of common stock.
Pursuant to the Stock-for-Fees Program, an independent director may elect to exchange all or a portion of such director’s unpaid Director Fees for the right to receive payment of such unpaid fees in the form of shares of common stock. Such election will apply to all Director Fees that would otherwise have been paid (but for such election) in the fiscal quarter that commences after the date the independent director’s election form is filed with and received by the Company and will continue for each fiscal quarter through and until the fiscal quarter that commences after such time as the director files a new election form that is received by the Company modifying or terminating such prior election or, if earlier, the date such director terminates service on the Board. Unless otherwise approved by the Board, an election by an independent director will be made only in an open trading window pursuant to the Company’s insider
24
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 14 – EQUITY (Continued)
trading policy. Unless otherwise approved by the Board, an independent director may not make more than
one
election in any
six-month
period of time. Any Director Fees that an independent director elects to receive in the form of shares of common stock are referred to as “Exchanged Fees.”
Upon any Exchange Date (as defined below) that occurs after an independent director files an election form that is received by the Company, the independent director will be entitled to receive a number of shares of common stock determined by dividing (i) the amount of the Exchanged Fees that would otherwise have been paid to the independent director in cash on such Exchange Date but for such election, by (ii) the Fair Market Value (as defined below) of a share of common stock as of such Exchange Date, and rounding down to the nearest whole share. Any fractional amount less than the Fair Market Value of a share of common stock as of such Exchange Date will be paid in cash. Any shares of common stock acquired by an independent director pursuant to the Stock-for-Fees Program will be fully vested.
The maximum aggregate number of shares of common stock issuable pursuant to the Stock-for-Fees Program is
2,611,555
. The maximum aggregate number of shares issuable to an independent director pursuant to the Stock-for-Fees Program shall not exceed
522,311
shares of common stock. The Company issued
90,056
shares with a weighted-average share price of $
2.1096
in 2025 and has issued
40,198
shares with a weighted-average price of $
1.3060
pursuant to the Stock-for-Fees Program during the three months ended March 31, 2026.
For purposes of this Stock-for-Fees Program, the following definitions apply:
“Director Fees” means the annual retainer and meeting fees, to the extent otherwise payable in cash, payable to an independent director for services as a member of the Board.
“Exchange Date” means any date on which the Company pays Director Fees to independent directors.
“Fair Market Value” means, with respect to an Exchange Date, the average of the closing prices of a share of the Company’s common stock as reported on the composite tape for securities listed on the NYSE for the period of
ten
trading days ending on the trading day immediately preceding the Exchange Date.
NOTE 15 -
EARNINGS PER SHARE
Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock during the period. Diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.
The Company has no participating securities outstanding during the periods presented. Therefore, the two-class method is not applicable.
The following table sets forth the computation of basic and diluted earnings (loss) per share for the three months ended March 31, 2026 and March 31, 2025:
Three Months Ended March 31,
2026
2025
Numerator:
Net income (loss)
$
206,583
$
(
522,568
)
Less: preferred stock dividends
(
1,184,958
)
(
1,184,958
)
Net income (loss) available to common stockholders
$
(
978,375
)
$
(
1,707,526
)
Denominator:
Weighted-average share of common stock outstanding - basic and diluted
52,400,158
52,309,887
Earnings (loss) per share:
Basic and diluted
$
(
0.02
)
$
(
0.03
)
There were no potentially dilutive securities outstanding during the periods presented that would have been dilutive, or any anti-dilutive effects requiring exclusion. As a result, basic and diluted earnings (loss) per share are the same.
NOTE 16 -
INCOME TAXES
The Company has elected to be treated as a REIT under federal income tax laws. As a REIT, the Company must generally distribute annually at least 90% of our taxable income, subject to certain adjustments and excluding any capital net gain, in order for U.S. federal income tax not to apply to our earnings that we distribute. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.
Certain activities of the Company that produce prohibited income are conducted through a TRS, FOAC, to protect REIT election and FOAC is therefore subject to tax as a U.S. C-Corporation. To maintain our REIT election, the Company must continue to meet certain ownership, asset and income requirements set forth in the Code. As further discussed below, the Company may be subject to non-income taxes on excess amounts of assets or income that cause a failure of any of the REIT testing requirements. As of March 31, 2026 and December 31, 2025, we were in compliance with all REIT requirements.
25
LUMENT FINANCE TRUST, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 2026
NOTE 16 - INCOME TAXES (Continued)
As of March 31, 2026, tax years 2022 through 2025 remain subject to examination by taxing authorities.
NOTE 17 -
SUBSEQUENT EVENTS
In May 2026, the Company obtained, through foreclosure, a multifamily property in Arlington, TX, which is pledged to the Repurchase Agreement. The associated loan was risk rated "5" and had an outstanding principal balance of $
21.8
million as of March 31, 2026.
In May 2026, the Company sold one of the real estate owned properties located in San Antonio, TX held by a subsidiary of the Company to a third party for approximately $
12.4
million in net proceeds.
26
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In this Quarterly Report on Form 10-Q, or this "report," we refer to Lument Finance Trust as "we," "us," or "our," unless we specifically state otherwise or the context indicates otherwise. We refer to our external manager, Lument Investment Management, as our "Manager" or "Lument IM".
The following discussion should be read in conjunction with our consolidated financial statements and the accompanying notes to our financial statements which are included in Item 1 of this report, as well as information contained in our Annual Report on Form 10-K for the year ended December 31, 2025, or our 2025 10-K, filed with the Securities and Exchange Commission, or SEC, on March 23, 2026.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements intended to qualify for the safe harbor contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. Forward-looking statements are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. In addition, our management may from time to time make oral forward-looking statements. You can identify forward-looking statements by use of words such as "believe," "expect," "anticipate," "estimate," "project," "plan," "continue," "intend," "should," "may," "will," "seek," "would," "could" or the negative of these words and phrases or similar words and phrases, or by discussions of strategy, plans or intentions. Statements regarding the following subjects, among others, may be forward-looking: the return on equity; the yield on investments; the ability to borrow to finance assets; and risks associated with investing in real estate assets, including changes in business conditions, changes in interest rates or inflation and any resulting effect on our borrowers or liquidity, and the general economy. Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us on the date of this quarterly report. Actual results may differ from expectations, estimates and projections. Readers are cautioned not to place undue reliance on forward-looking statements in this quarterly report and should consider carefully the risk factors described in Part I, Item IA "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2025 in evaluating these forward-looking statements. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. It is not possible to predict or identify all such risks. Additional information concerning these and other risk factors are contained in our 2025 10-K which is available on the Securities and Exchange Commission's website at
www.sec.gov
.
Overview
We are a Maryland corporation that is focused on investing in, originating, financing and managing a portfolio of CRE debt investments.
In January 2020, we entered into a series of transactions with subsidiaries of ORIX USA, a diversified financial company with the ability to provide investment capital and asset management services to clients in the corporate, real estate and municipal finance sectors. We entered into a new management agreement with Lument IM, while another affiliate of ORIX USA purchased an ownership stake of approximately 5.0% through a privately placed stock issuance. On February 22, 2022, the affiliate purchased an additional 13,071,895 shares of common stock from the transferable common stock rights offering, increasing its beneficial ownership in the Company to approximately 27.4%. These transactions have enhanced the scale of LFT and are expected to generate shareholder value through leveraging ORIX USA's expansive originations, asset management and servicing platform.
Lument IM is an affiliate of Lument, a nationally recognized leader in multifamily and seniors housing and health care finance. The Company leverages Lument's broad platform and significant expertise when originating and underwriting investments.
We invest primarily in transitional floating rate CRE mortgage loans with an emphasis on middle market multifamily assets. We may also invest in other CRE-related investments including mezzanine loans, preferred equity, commercial mortgage-backed securities, fixed rate loans, construction loans and other CRE debt instruments. We finance our current investments in transitional multifamily and other CRE loans through CRE CLOs and other forms of secured financing agreements. Our primary sources of income are net interest from our investment portfolio and non-interest income from our mortgage loan-related activities. Net interest income represents the interest income we earn on investments less the expense of funding these investments.
Our investments typically have the following characteristics:
•
Sponsors with experience in particular real estate sectors and geographic markets;
•
Located in U.S. markets with multiple demand drivers, such as growth in employment and household formation;
•
Fully funded principal balance greater than $5 million and generally less than $75 million;
•
Loan to Value ratio up to 85% of as-is value and up to 75% of as stabilized value;
•
Floating rate loans tied to one-month term SOFR, and/or an applicable replacement index in the future; and
•
Three-year term with two one-year extension options.
We believe that our current investment strategy provides significant opportunities to achieve attractive risk-adjusted returns for our stockholders over time. However, to capitalize on the investment opportunities at different points in the economic and real estate investment cycle, we may modify or expand our investment strategy. We believe that the flexibility of our strategy, which is supported by significant CRE experience of Lument's investment team, and the extensive resources of ORIX USA, will allow us to take advantage of changing market conditions to maximize risk-adjusted returns to our stockholders.
We have elected to be taxed as a REIT and comply with the provisions of the Internal Revenue Code with respect thereto. Accordingly, we are generally not subject to federal income tax on our REIT taxable income that we currently distribute to our stockholders so long as we maintain our qualification as a REIT. Our continued qualification as a REIT depends on our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code relating to, among other things, the source of our gross income, the composition and values of our assets, our distribution levels and the concentration of ownership of our capital stock. Even if we maintain our qualification as a REIT, we may become subject to some federal, state and local taxes on our income generated in our wholly owned TRS, Five Oaks Acquisition Corp. ("FOAC").
Recent Developments
2025 was marked by significant volatility in global markets, driven by tariffs and international trade policy and disputes, political and regulatory uncertainty, geopolitical conditions, elevated interest rates, and inflation. Collectively, these market dynamics have posed challenges to commercial real estate
27
values and transaction activity. However, the Federal Reserve decreased interest rates in 2024 and 2025, which has contributed to an improvement in the cost and availability of debt.
Thus far, 2026 has been marked by additional policy-driven uncertainty and market volatility, including with respect to international trade policy and geopolitical conditions. The Federal Reserve recently held interest rates steady for the first time since July 2025. While some officials have expressed support for additional decreases in interest rates in 2026, other officials have expressed opposition to additional decreases. As a result, significant uncertainty exists with respect to the timing, direction and extent of any future interest rate changes, in addition to uncertainty related to international trade policy, the political and regulatory environment, geopolitical events, and inflation. Our continued monitoring of these and other conditions will continue to inform our loan origination volumes, liquidity, and capital allocation in 2026.
First Quarter 2026 Summary
Operating Results
•
Net loss attributable to common stockholders of $1.0 million, or $0.02 per share of common stock
•
Distributable Earnings of $1.1 million, or $0.02 per share of common stock
•
On March 19, 2026, the Company announced its first quarter common dividend of $0.04 per share of common stock
•
On March 19, 2026, the Company announced its first quarter preferred dividend of $0.49219 per share of Series A Preferred Stock
•
Book value of common stock as of March 31, 2026 was $156.0 million, or $2.97 per share of common stock
Investment Activity
•
We acquired two loans with an initial unpaid principal balance of $46.8 million and a weighted average interest rate of 30-day term SOFR plus 2.81% and one funded advance with an initial unpaid principal balance of $1.1 million and a weighted average interest rate of 30-day term SOFR plus 3.60%
•
Experienced $46.8 million in loan payoffs
•
$1.1 billion senior loan portfolio is 100% floating rate with an average spread to 30-day term SOFR of 3.31%, excluding unamortized purchase discounts of $1.3 million and deferred loan fees of $1.0 million as of March 31, 2026
•
Multifamily assets represent 92.5% of loan portfolio
Portfolio Financing
•
Non-mark-to-market financing is $0.6 billion with an average spread to 30-day term SOFR of 2.00% as of March 31, 2026, representing 66% of our secured financings
•
Redeemed the LMF 2023-1 Financing
•
On February 23, 2026, we drew $2.3 million in incremental secured term loans provided by the Sixth Amendment to our Credit and Guaranty Agreement
Factors Impacting Our Operating Results
Market conditions
. The results of our operations are and will continue to be affected by a number of factors and primarily depend on, among other things, the level of our net interest income, the market value of our assets and the supply of, and demand for, our target assets in the marketplace. Our net interest income will vary primarily as a result of changes in market interest rates and prepayment speeds, and by the ability of the borrowers underlying our commercial mortgage loans to continue making payments in accordance with the contractual terms of their loans, which may be impacted by unanticipated credit events experienced by such borrowers. During the period ended March 31, 2026, we foreclosed on one multifamily property as a result of the borrowers' inability to make payments, reducing our interest income accordingly. Interest rates vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. Our operating results will also be affected by general U.S. real estate fundamentals and the overall U.S. economic environment. In particular, our strategy is influenced by the specific characteristics of the underlying real estate markets, including prepayment rates, credit market conditions and interest rates. This year has been characterized by significant volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, increased tariffs, trade tensions, geopolitical uncertainty and political and regulatory uncertainties.
Changes in market interest rates
. Generally, our business model is such that rising interest rates will increase our net interest income, while declining interest rates will decrease our net interest income. As of March 31, 2026, 99.9% of our investments by total investment exposure earned a floating rate of interest, of which 100.0% were indexed to 30-day term SOFR, and all of our collateralized loan obligations and secured financings were indexed to 30-day term SOFR, and as a result we are less sensitive to variability in our net interest income resulting from interest rate changes. As of March 31, 2026, 100.0% of the loans in our commercial mortgage loan portfolio are structured with SOFR floors with a weighted average SOFR floor of 2.25%, of which 27.5% had an interest rate floor greater than the current spot interest rate. When interest rates are above our average interest rate floor, an increase in interest rates will increase our interest income. Alternatively, when interest rates are below our average interest rate floor, an increase in interest rates will decrease our net interest income until such time as interest rates rise above our average interest rate floor. Although our Manager is currently originating loans with SOFR floors, there can be no assurance that we will continue to obtain SOFR floors on future originations or acquisitions. Similarly, net interest income is also impacted by the spread in our commercial mortgage loan portfolio. As of March 31, 2026, the weighted average spread of our commercial loan portfolio was 3.31%, but there is no assurance that these spreads will be maintained as market environments fluctuate.
After a prolonged period of rising interest rates, the Federal Reserve began lowering interest rates on September 18, 2024 by 0.50% and on each of November 7, 2024 and December 18, 2024, respectively, the Federal Reserve lowered interest rates by 0.25%. Additionally, on each of September 17, 2025, October 29, 2025 and December 10, 2025, respectively, the U.S. Federal Reserve lowered the federal funds rate by 0.25% to a current target range of 3.50% - 3.75%. However, to date in 2026, the Federal Reserve has determined to hold interest rates steady. That said, interest rates to remain elevated, and the timing, direction and extent of any future interest rate changes remain uncertain.
In addition to the risk related to fluctuations in cash flows associated with movement in interest rates, there is also the risk of non-performance on floating rate assets. In the case of a significant increase in interest rates or the continued elevation in current rates, the additional debt service payments due from our borrowers may strain the operating cash flows of the real estate assets underlying our mortgages and/or impact their ability to be refinanced at such higher
28
interest rates, which could potentially contribute to non-performance or, in severe cases, default. This risk is partially mitigated during the underwriting process, which generally includes a requirement for our borrowers to purchase interest rate cap contracts with an unaffiliated third-party, provide an interest rate reserve deposit, and/or provide other structural protections. As of March 31, 2026, 73.5% of our performing loans have interest rate caps with a weighted-average strike price of 2.9%.
Credit risk
. Our commercial mortgage loans and other investments are also subject to credit risk. The performance and value of our loans and other investments depend upon the sponsor's ability to operate properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, the Manager's asset management team reviews our portfolio and maintains regular contact with borrowers, co-lenders and local market experts to monitor the performance of the underlying collateral, anticipate borrower, property and market issues and, to the extent necessary or appropriate, enforce our rights as lender. The market values of commercial mortgage assets are subject to volatility and may be adversely affected by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses. As of March 31, 2026, 93.0% of the commercial mortgage loans in our portfolio were current as to principal and interest. Additionally, we have reviewed the loans designated as Default Risk for specific credit reserves. Impairment of these loans, which are collateral dependent, is measured by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. We can provide no assurances that our borrowers will remain current as to principal and interest, or that we will not enter into forbearance agreements or loan modifications in order to protect the value of our commercial mortgage loan assets. Should that occur, it could have a material negative impact on our results of operations.
Liquidity and financing markets.
Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to pay dividends, fund investments and repay borrowings and other general business needs. Our primary sources of liquidity have been proceeds of common or preferred stock issuance, net proceeds from corporate debt obligations, net cash provided by operating activities and other financing arrangements. We finance our commercial mortgage loans with non-recourse secured borrowings, the maturities of which are matched to the maturities of the loans, and which are not subject to margin calls or additional collateralization requirements, as well as a master repurchase agreement and a term financing agreement. However, to the extent that we seek to invest in additional commercial mortgage loans, outside of our secured borrowings, we will in part be dependent on our ability to issue additional collateralized loan obligations, master repurchase agreements, to secure alternative financing facilities or to raise additional common or preferred equity. The expectation of slower interest rate decreases moving forward and unpredictable geopolitical landscape may cause a further dislocation in the capital markets resulting in a continual reduction of available liquidity and an increase in borrowing costs. A lack of liquidity for a prolonged period could limit our ability to grow our business. Additionally, the CRE CLOs and other secured financings we have entered into, and may in the future enter into, include certain interest coverage tests, overcollateralization coverage tests or other tests that, if not met, may result in a change in the priority of distributions, which may result in the reduction or elimination of distributions to the subordinate debt and equity tranches retained by us until the tests have been met or certain senior classes of securities have been paid in full. Accordingly, if such tests are not satisfied, we, as holders of the subordinate debt and equity interests in the applicable CRE CLO or secured financing, may experience a significant reduction in our cash flow from those interests, which would impact our liquidity. In addition, our secured financing agreements contain margin call provisions following the occurrence of certain mortgage loan credit events. If we are unable to make the required payment or if we fail to meet or satisfy any of the covenants in our financing agreements, we will be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral, including cash to satisfy margin calls, and enforce their interests against existing collateral.
Prepayment speeds
. Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, causing the return on certain investments to be less than expected. As we receive prepayments of principal on our assets, any premiums paid on such assets are amortized against interest income. In general, an increase in prepayment rates accelerates the amortization of purchase premiums, thereby reducing the interest income earned on the assets. Conversely, discounts on such assets are accreted into interest income. In general, an increase in prepayment rates accelerates the accretion of purchase discounts, thereby increasing the interest earned on the assets. We have acquired twenty-nine loans and twenty funded loan advances with an initial aggregate unpaid principal balance of $475.2 million with an aggregate purchase discount of $8.3 million. All of our other commercial mortgage loans were acquired at par. As of March 31, 2026, our aggregate unaccreted purchase discount was $1.3 million, and accordingly we do not believe this to be a material risk to interest income for us at present. Additionally, we are subject to prepayment risk associated with the terms of our secured borrowings. Due to shorter maturities of transitional floating-rate commercial mortgage loans, our secured borrowings include a reinvestment period during which principal repayments and prepayments on our commercial mortgage loans may be reinvested in similar assets, subject to meeting certain eligibility criteria. The reinvestment period for LMF 2023-1 Financing expired in July 2025 and LMNT 2025-FL3 remains in place through May 2028. Currently, the interest rate spreads of our secured borrowings are fixed until they are repaid, the terms, including spreads, of newly originated loans are subject to uncertainty based on a variety of factors, including market and competitive conditions, which remain uncertain and volatile in the current inflationary environment. To the extent that such conditions result in lower spreads on the assets in which we reinvest during active reinvestment periods, we may be subject to a reduction in interest income in the future. To the extent any loans are permanently financed by the Manager or any of its affiliates, the prepayment penalties will be waived, resulting in a reduction to reimbursed expense by an amount equal to 50% of the amount of any such waived fee, capped at a waived fee of 1%.
Changes in market value of our assets
. We account for our commercial mortgage loans at amortized cost. As such, our earnings will generally not be directly impacted by changes in the market values of these loans. However, if a loan is classified as impaired as the result of adverse credit performance, an allowance is recorded to reduce the carrying value through a charge to the provision for credit losses. Impairment is typically measured by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. Provisions for credit losses will directly impact our earnings.
Governmental actions
. Since 2008, when both Fannie Mae and Freddie Mac were placed under the conservatorship of the U.S. government, there have been a number of proposals to reform the U.S. housing finance system in general, and Fannie Mae and Freddie Mac in particular. We anticipate debate on residential housing and mortgage reform to continue through 2026 and beyond, but a deep divide persists between factions in Congress and as such it remains unclear what shape any reform would take and what impact, if any, reform would have on mortgage REITs.
Key Financial Measures and Indicators
As a real estate investment trust, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Distributable Earnings, and book value per share of common stock. For the three months ended March 31, 2026, we recorded earnings per share of $0.02,
29
declared a quarterly common dividend of $0.04 per share, and reported $0.02 per share of Distributable Earnings. In addition, our book value per share was $2.97.
As further described below, Distributable Earnings is a measure that is not prepared in accordance with GAAP, which helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations. In addition, Distributable Earnings is a performance metric we consider when declaring our dividends.
Earnings Per Share and Dividends Declared
The following table sets forth the calculation of basic and diluted net (loss) income per share and dividends declared per share:
Three Months Ended
March 31, 2026
December 31, 2025
Net (loss) income
$
(978,375)
$
(8,942,111)
Weighted-average shares outstanding, basic and diluted
52,400,158
52,381,724
Net (loss) income per share, basic and diluted
$
(0.02)
$
(0.17)
Dividends declared per share
$
0.04
$
0.04
Distributable Earnings
Distributable Earnings is a non-GAAP financial measure, which we define as GAAP net income (loss) attributable to holders of common stock, or, without duplication, owners of our subsidiaries, computed in accordance with GAAP, including realized losses not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation, (ii) depreciation and amortization, (iii) any unrealized gains or losses or other similar non-cash items that are included in net income (loss) for that applicable reporting period, regardless of whether such items are included in other comprehensive income (loss) or net income (loss), and (iv) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items after discussions with the Board and approved by a majority of the Company's independent directors.
While Distributable Earnings excludes the impact of any unrealized provisions for credit losses, any credit losses are charged off and realized through Distributable Earnings when deemed non-recoverable. Non-recoverability is determined (i) upon the resolution of a loan (i.e. when the loan is repaid, fully or partially, or in the case of foreclosures, when the underlying asset is sold), or (ii) with respect to any amount due under any loan, when such amount is determined to be non-collectible.
We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flows from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a useful financial metric for existing and potential future holders of our common stock as historically, over time, Distributable Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute annually at least 90% of our taxable income, subject to certain adjustments, and therefore we believe our dividends are one of the principal reasons stockholders may invest in our common stock. Refer to Note 16 to our consolidated financial statements for further discussion of our distribution requirements as a REIT. Furthermore, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations and is a performance metric we consider when declaring our dividends.
Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), or an indication of GAAP cash flows from operations, a measure of our liquidity, or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar performance measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies.
The following table provides a reconciliation of Distributable Earnings to GAAP net income (loss):
Three Months Ended
March 31, 2026
December 31, 2025
Net (loss) income attributable to common stockholders
$
(978,375)
$
(8,942,111)
Realized loss on sale of real estate owned
(200,196)
Unrealized loss on mortgage servicing rights
30,245
11,367
(Release of) provision for credit losses
(732,373)
8,628,158
Depreciation of real estate owned
304,885
295,698
Loss on extinguishment of debt
1,152,861
—
Real estate owned impairment expense
1,350,435
Adjustment for (provision for) income taxes
(4,648)
6,629
Distributable Earnings
$
1,123,030
$
(200,455)
Weighted-average shares outstanding, basic and diluted
52,400,158
52,381,724
Distributable Earnings per share, basic and diluted
$
0.02
$
0.00
Book Value Per Share
The following table calculates our book value per share:
30
March 31, 2026
December 31, 2025
Total stockholders' equity
$
215,963,763
$
218,987,218
Less preferred stock (liquidation preference of $25.00 per share)
(60,000,000)
(60,000,000)
Total common stockholders' equity
155,963,763
158,987,218
Shares of common stock issued and outstanding at period end
52,439,463
52,399,265
Book value per share of common stock
(1)
$
2.97
$
3.03
(1) Book value as of March 31, 2026 and December 31, 2025 includes the impact of an estimated CECL allowance of $19,543,903 or $0.37 per common share and $22,658,121 or $0.43 per common share, respectively.
Investment Portfolio
Commercial Mortgage Loans
As of March 31, 2026, we have determined that we are the primary beneficiary of the LMNT 2025-FL3 CLO based on our obligation to absorb losses derived from ownership of our residual interests. Accordingly, the Company consolidated the assets, liabilities, income and expenses of the underlying issuing entities, collateralized loan obligations and secured financings.
The following table details our loan activity by unpaid principal balance:
Commercial Mortgage Loans Held-for-Investment
Balance at December 31, 2025
$
1,114,047,992
Purchases and advances
47,925,609
Proceeds from principal repayments
(46,762,914)
Transfer to real estate owned
(10,531,845)
Charge-offs
2,381,845
Purchase discount
(80,461)
Origination and other fees
(931,808)
Accretion of purchase discount
482,639
Accretion of deferred loan fees
797,632
Release of allowance for credit losses
732,373
Balance at March 31, 2026
$
1,108,061,062
The following table details overall statistics for our loan portfolio as of March 31, 2026 and December 31, 2025:
Weighted Average
Loan Type
Unpaid Principal Balance
Carrying Value
(1)
Loan Count
Floating Rate Loan %
Coupon
(2)
Term
(Years)
(3)
LTV
(4)
March 31, 2026
Loans held-for-investment
Senior secured loans
(5)
$
1,130,899,067
$
1,127,604,965
57
100.0
%
7.1
%
1.6
68.9
%
Allowance for credit losses
N/A
$
(19,543,903)
$
1,130,899,067
$
1,108,061,062
57
100.0
%
7.1
%
1.6
68.9
%
Weighted Average
Loan Type
Unpaid Principal Balance
Carrying Value
(1)
Loan Count
Floating Rate Loan %
Coupon
(2)
Term
(Years)
(3)
LTV
(4)
December 31, 2025
Loans held-for-investment
Senior secured loans
(5)
$
1,140,268,217
$
1,136,706,113
61
100.0
%
7.2
%
1.7
68.9
%
Allowance for credit losses
N/A
$
(22,658,121)
$
1,140,268,217
$
1,114,047,992
61
100.0
%
7.2
%
1.7
68.9
%
(1) Carrying Value includes $1,255,406 and $1,657,584 in unamortized purchase discounts as of March 31, 2026 and December 31, 2025, respectively.
(2) Weighted average coupon assumes applicable 30-day term Secured Overnight Financing Rate ("SOFR") of 3.67% and 3.85% as of March 31, 2026 and December 31, 2025, respectively, inclusive of weighted average interest rate floors of 2.25% and 2.18%, respectively. As of March 31, 2026 and December 31, 2025, 100.0% of the investments by total investment exposure earned a floating rate indexed to 30-day term SOFR.
(3) Weighted average remaining term assumes all extension options are exercised by the borrower, provided, however, that our loans may be repaid prior to such date.
31
(4) LTV as of the date the loan was originated and is calculated after giving effect to capex and earnout reserves, if applicable. LTV has not been updated for any subsequent draws or loan modifications and is not reflective of any changes in value which may have occurred subsequent to origination date.
(5) As of March 31, 2026, $655,905,141 of the outstanding senior secured loans were held in VIEs and $452,155,924 of the outstanding senior loans were held outside of VIEs. As of December 31, 2025, $856,064,487 of the outstanding senior secured loans were held in VIEs and $257,983,507 of the outstanding senior secured loans were held outside VIEs.
Portfolio Surveillance and Credit Quality
We did not have any impaired loans, non-accrual loans, or loans in maturity default other than the loans discussed below as of March 31, 2026 or December 31, 2025.
As of March 31, 2026, we had aggregate specific allowance of credit losses of $15.8 million due to management's: (1) continued identification of one loan collateralized by two multifamily properties in Philadelphia, PA ($1.3 million specific allowance) with an aggregate unpaid balance of $15.5 million as risk rated "5" due to maturity default; (2) identification of two loans collateralized by two multifamily properties in Arlington, TX ($3.6 million specific allowance; non-accrual cash basis) and Cedar Park, TX (no specific allowance; non-accrual cash basis) with an aggregate unpaid balance of $35.5 million as risk rated "5" due to maturity default and (4) identification of four loans collateralized by four multifamily properties in Des Moines, IA ($0.5 million specific allowance; non-accrual cash basis), Tampa, FL ($1.4 million specific allowance; non-accrual cash basis), Tallahassee, FL ($3.0 million specific allowance; non-accrual cash basis) and Ypsilanti, MI ($5.9 million specific allowance; non-accrual cash basis) with an aggregate principal balance of $56.9 million as risk rated "5" due to monetary default.
We recorded $0.5 million in cash basis income received on non-accrual loans during the period ended March 31, 2026.
As of December 31, 2025, we had aggregate specific allowance of credit losses of $17.6 million due to management's: (1) continued identification of one loan collateralized by two multifamily properties in Philadelphia, PA ($1.3 million specific allowance) with an aggregate unpaid balance of $15.5 million as risk rated "5" due to maturity default; (2) continued identification of one loan collateralized by a multifamily property in Colorado Springs, CO ($2.4 million specific allowance; non-accrual cash basis) with an aggregate unpaid balance of $10.5 million as risk rated "5" due to monetary default; (3) identification of two loans collateralized by two multifamily properties in Arlington, TX ($3.6 million specific allowance; non-accrual cash basis) and Cedar Park, TX (no specific allowance; non-accrual cash basis) with an aggregate unpaid balance of $35.5 million as risk rated "5" due to maturity default and (4) identification of four loans collateralized by four multifamily properties in Des Moines, IA ($0.5 million specific allowance; non-accrual cash basis), Tampa, FL ($0.9 million specific allowance; non-accrual cash basis), Tallahassee, FL ($3.0 million specific allowance; non-accrual cash basis) and Ypsilanti, MI ($5.9 million specific allowance; non-accrual cash basis) with an aggregate principal balance of $55.8 million as risk rated "5" due to monetary default.
We recorded $0.8 million in cash basis income received on non-accrual loans during the year ended December 31, 2025, subsequent to their determination to be risk rated "5" loans and we received $0.3 million of cash proceeds from such loans that were applied as a reduction to the amortized cost basis of the respective loan.
In the first quarter of 2026, the $10.5 million Colorado Springs, CO ($2.4 million specific allowance) loan was foreclosed on, with ownership and deed to the property being taken by a newly formed subsidiary of the Company. The reversal of the $2.4 million specific allowance is reflected as a charge-off to the "Allowance for credit losses" in the consolidated balance sheets.
Our Manager's asset management team proactively manages the Company's investment portfolio. The asset management team, together with our Manager's underwriting and servicing teams, monitors the credit performance of the investment portfolio, working closely with borrowers to manage all of our positions and monitor financial performance of our collateral assets, including execution of business plans and daily activities within our investment portfolio.
Loan modifications and amendments are commonplace in the transitional lending business. We may amend or modify a loan depending on the loan's specific facts and circumstances. These loan modifications typically include additional time for a borrower to refinance or sell their property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan maturity, modification of terms of interest rate cap agreements, and/or deferral of scheduled principal payments. In exchange for a modification, we often receive a partial repayment of principal, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection and/or an increase in the loan coupon or additional fees. We continue to work with our borrowers to address issues as they arise while seeking to preserve the credit attributes of our loan. However, we cannot assure you that these efforts will be successful, and we may experience payment delinquencies, defaults, foreclosures or losses.
As discussed in Note 2 to our consolidated financial statements, our Manager performs a quarterly review of our loan portfolio, assesses the performance of each loan, and assigns a risk rating between "1" and "5," from less risk to greater risk. The average risk rating of the portfolio declined during the three months ended March 31, 2026. The change in underlying risk rating consisted of loans that paid off with a risk rating of "3" of $46.8 million during the three months ended March 31, 2026. Additionally, $94.5 million of loans with a risk rating of "3" transitioned to a risk rating of "2," $69.6 million of loans with a risk rating of "3" transitioned to a risk rating of "4" and $9.8 million of loans with a risk rating of "4" transitioned to a risk rating of "3". Further, $10.5 million of loans with a risk rating of "5" were foreclosed and moved to REO.
32
March 31, 2026
Amortized Cost by Year of Origination
Risk Rating
Number of Loans
Outstanding Principal
2025
2024
2023
2022
2021
1
—
$
—
$
—
$
—
$
—
$
—
$
—
2
13
255,595,193
87,627,492
78,808,172
—
88,760,135
—
3
29
598,294,755
185,913,526
84,531,808
—
114,219,412
210,489,628
4
8
169,076,610
—
—
—
73,374,274
93,628,560
5
7
107,932,509
—
—
—
77,041,334
13,666,721
57
$
1,130,899,067
$
273,541,018
$
163,339,980
$
—
$
353,395,155
$
317,784,909
Real Estate Owned
During the period ended March 31, 2026, Lument Real Estate Capital, LLC ("LREC"), as special servicer for LCMT NPL Warehouse, LLC, an indirect wholly owned subsidiary of the Company, foreclosed on a multifamily bridge loan located in Colorado Springs, CO, with an aggregate net carrying value of $8.2 million, net of specific reserves of $2.4 million, with ownership and deed to the properties being taken by a newly formed subsidiary of the Company.
During the year ended December 31, 2025, LREC, as special servicer for 2021-FL1 CLO foreclosed on two multifamily bridge loans located in San Antonio, TX with an aggregate net carrying value of $39.5 million, net of specific CECL reserves of $2.4 million, with ownership and deed to the properties being taken by newly formed subsidiaries of the Company. Additionally, LREC, as special servicer for LMF 2023-1 Financing foreclosed on two multifamily bridge loans located in Houston, TX and San Antonio, TX with an aggregate net carrying value of $19.9 million, net of specific CECL reserves of $0.7 million, with ownership and deed to the properties being taken by newly formed subsidiaries of the Company.
The fair value of the REO at time of foreclosure was determined using the income approach, market approach, or a combination thereof. The significant unobservable input for the income capitalization approach is the overall capitalization rate assumption, used in the direct capitalization method, which was 6.25%-7.40%. The significant unobservable input used for the market approach is the price per unit from an appraisal or broker opinion of value.
During the period ended March 31, 2026, the Company remeasured the fair value of one of the San Antonio properties and the Houston property classified as held for sale under ASC 360. As a result, the Company recognized a loss of $1.4 million for the three months ended March 31, 2026, recorded in "Real estate owned impairment expense" within "Other income and expense" in the consolidated statements of operations. The carrying amount of the properties was $23.0 million as of March 31, 2026, compared with $24.1 million as of December 31, 2025.
On December 22, 2025, the Company sold one of the properties located in San Antonio, TX held by a subsidiary of the Company to a third party for $8.2 million and recognized a $0.5 million realized loss on the sale of the property. The realized loss on the sale of the property was included within realized loss on real estate owned in the Company's consolidated statements of operations on Form 10-K for the year ended December 31, 2025.
At March 31, 2026 and December 31, 2025, our REO assets were comprised of four and three multifamily properties, respectively, held within various subsidiaries of the Company. A summary of our REO assets is as follows:
March 31, 2026
December 31, 2025
Real estate owned, held-for-investment
Land
$
4,621,569
$
4,278,272
Building
30,431,952
22,907,888
Less: Accumulated depreciation
(623,029)
(347,150)
Total
$
34,430,492
$
26,839,010
Real estate owned, held-for-sale
Real estate owned, held-for-sale
$
23,040,000
$
24,099,072
Total
$
23,040,000
$
24,099,072
At March 31, 2026 and December 31, 2025, our REO properties had a weighted average occupancy rate of approximately 72.3% and 69.1%, respectively.
We recorded depreciation and amortization expense related to the REO assets of $0.3 million for the three months ended March 31, 2026, recorded as "net income (expense) from real estate owned operations" in the consolidated statement of operations. Additionally, we recorded operating income of $1.6 million and operating expense of $1.4 million for the three months ended March 31, 2026, recorded as "Net income (expense) from real estate owned operations" in the consolidated statement of operations.
The table below sets forth additional information relating to the Company's portfolio as of March 31, 2026:
Loan #
Form of Investment
Origination Date
Total Loan Commitment
(1)
Committed Principal Amount
(2)
Current Principal Amount
Location
Property Type
Coupon
Max Remaining Term (Years)
LTV
(3)
Loan/Investment Per Unit
(4)
Risk Rating
Senior Secured Loans
33
1
Senior secured
January 31, 2025
$
43,655,000
$
43,655,000
$
43,655,000
Los Angeles, CA
Multifamily
1mS + 3
2.4
66.1%
$285,327/unit
2
2
Senior secured
December 16, 2021
$
42,796,810
$
42,796,810
$
41,446,810
Daytona Beach, FL
Multifamily
1mS + 3.1
0.8
71.7%
$167,124/unit
3
3
Senior secured
July 31, 2025
$
40,000,000
$
40,000,000
$
40,000,000
Lincoln Park, NJ
Multifamily
1mS + 2.8
2.9
62.9%
$227,273/unit
3
4
Senior secured
December 23, 2024
$
36,800,000
$
36,800,000
$
36,800,000
Macon, GA
Multifamily
1mS + 2.9
3.8
66.1%
$131,429/unit
3
5
Senior secured
January 16, 2025
$
36,000,000
$
36,000,000
$
36,000,000
Noblesville, IN
Multifamily
1mS + 2.6
1.9
67.6%
$162,162/unit
3
6
Senior secured
January 29, 2025
$
39,800,000
$
35,806,027
$
35,500,000
Manchaca, TX
Multifamily
1mS + 3
2.9
52.2%
$104,412/unit
3
7
Senior secured
October 27, 2025
$
50,000,000
$
50,000,000
$
33,333,333
Columbus, OH
Multifamily
1mS + 2.4
2.7
75.0%
$125,313/unit
3
8
Senior secured
March 22, 2022
$
32,203,323
$
32,103,323
$
31,627,625
Seneca, SC
Multifamily
1mS + 3.4
1.1
74.5%
$263,564/unit
4
9
Senior secured
June 28, 2022
$
29,940,124
$
29,940,125
$
29,623,930
Dallas, TX
Multifamily
1mS + 3.4
1.3
71.6%
$95,870/unit
3
10
Senior secured
June 8, 2021
$
31,400,000
$
31,400,000
$
29,543,566
Miami, FL
Multifamily
1mS + 3.2
0.1
74.3%
$126,255/unit
3
11
Senior secured
April 3, 2025
$
27,500,000
$
27,500,000
$
27,500,000
Lockport, IL
Multifamily
1mS + 2.8
2.1
64.5%
$245,536/unit
2
12
Senior secured
December 29, 2021
$
26,530,992
$
26,530,992
$
26,530,992
Spring Lake, NC
Multifamily
1mS + 3.9
0.8
59.9%
$170,070/unit
3
13
Senior secured
November 2, 2021
$
26,049,291
$
26,049,291
$
26,049,291
Melbourne, FL
Multifamily
1mS + 3.1
0.0
72.1%
$113,752/unit
4
14
Senior secured
September 17, 2024
$
25,500,000
$
25,500,000
$
25,500,000
Marysville, OH
Multifamily
1mS + 2.9
1.6
73.8%
$186,131/unit
2
15
Senior secured
April 27, 2022
$
49,050,000
$
49,050,000
$
24,525,000
North Brunswick, NJ
Multifamily
1mS + 3.4
1.2
79.9%
$96,937/unit
3
16
Senior secured
August 26, 2021
$
25,163,008
$
25,163,008
$
24,468,032
Clarkston, GA
Multifamily
1mS + 3.5
2.4
79.0%
$86,155/unit
4
17
Senior secured
December 20, 2024
$
23,500,000
$
23,418,456
$
23,370,018
Olympia, WA
Multifamily
1mS + 3.8
3.8
68.5%
$83,764/unit
3
18
Senior secured
October 18, 2021
$
24,252,193
$
24,252,193
$
23,348,000
Cherry Hill, NJ
Multifamily
1mS + 3
0.7
72.4%
$132,659/unit
3
19
Senior secured
August 26, 2021
$
23,065,021
$
23,065,021
$
22,872,354
Union City, GA
Multifamily
1mS + 3.4
1.0
70.4%
$77,797/unit
3
20
Senior secured
December 6, 2024
$
24,860,000
$
22,013,431
$
21,990,281
Groveport, OH
Multifamily
1mS + 3.5
2.8
51.5%
$133,274/unit
2
21
Senior secured
November 16, 2021
$
21,975,000
$
21,975,000
$
21,916,753
Dallas, TX
Multifamily
1mS + 3.2
0.8
73.5%
$101,466/unit
4
22
Senior secured
July 8, 2022
$
22,118,543
$
22,118,543
$
21,818,465
Arlington, TX
Multifamily
1mS + 3.8
1.4
67.1%
$97,404/unit
5
23
Senior secured
August 31, 2021
$
21,750,000
$
21,725,235
$
21,644,684
Houston, TX
Multifamily
1mS + 3.3
0.0
74.2%
$83,249/unit
4
24
Senior secured
March 22, 2022
$
21,808,996
$
21,808,996
$
21,442,771
York, PA
Multifamily
1mS + 3.3
1.1
79.2%
$148,908/unit
3
25
Senior secured
November 29, 2022
$
20,360,000
$
20,360,000
$
20,360,000
Glendale, WI
Healthcare
1mS + 4.1
0.8
45.0%
$242,381/unit
2
26
Senior secured
November 5, 2021
$
19,625,274
$
19,625,274
$
19,625,274
Orlando, FL
Multifamily
1mS + 3
1.3
78.1%
$129,969/unit
3
27
Senior secured
February 11, 2022
$
19,445,670
$
19,445,670
$
19,445,670
Tampa, FL
Multifamily
1mS + 3.6
1.0
78.0%
$144,042/unit
5
28
Senior secured
November 21, 2022
$
18,920,000
$
18,920,000
$
18,920,000
Houston, TX
Healthcare
1mS + 4
0.8
67.0%
$236,500/unit
2
29
Senior secured
November 10, 2022
$
18,590,000
$
18,590,000
$
18,590,000
Austin, TX
Healthcare
1mS + 4
0.8
65.0%
$281,667/unit
2
30
Senior secured
February 2, 2022
$
18,578,490
$
18,578,490
$
17,936,729
Houston, TX
Multifamily
1mS + 3.5
1.3
77.5%
$72,326/unit
4
31
Senior secured
March 26, 2025
$
17,780,000
$
17,780,000
$
17,780,000
Kannapolis, NC
Multifamily
1mS + 2.9
2.1
60.4%
$179,596/unit
3
32
Senior secured
November 23, 2021
$
17,781,968
$
17,781,967
$
17,516,020
Orange, NJ
Multifamily
1mS + 3.2
0.8
78.0%
$159,237/unit
3
34
33
Senior secured
December 20, 2024
$
17,010,000
$
17,010,000
$
17,010,000
Lafayette, IN
Multifamily
1mS + 2.9
1.8
68.0%
$118,125/unit
2
34
Senior secured
March 31, 2022
$
18,140,000
$
16,956,276
$
16,956,276
Tallahassee, FL
Multifamily
1mS + 3
1.1
74.8%
$88,314/unit
5
35
Senior secured
March 28, 2025
$
16,500,000
$
16,500,000
$
16,500,000
Lansing, MI
Multifamily
1mS + 2.9
2.1
73.5%
$189,655/unit
2
36
Senior secured
November 21, 2022
$
15,735,000
$
15,735,000
$
15,735,000
Southlake, TX
Healthcare
1mS + 4
0.8
48.0%
$172,912/unit
2
37
Senior secured
February 22, 2022
$
15,524,795
$
15,524,795
$
15,524,795
Philadelphia, PA
Multifamily
1mS + 3.8
0.2
80.0%
$337,496/unit
5
38
Senior secured
April 6, 2022
$
16,161,567
$
16,161,567
$
15,347,180
Vineland, NJ
Multifamily
1mS + 3.9
0.3
77.0%
$113,683/unit
2
39
Senior secured
April 27, 2022
$
14,171,704
$
14,171,704
$
14,171,704
Houston, TX
Multifamily
1mS + 3.8
1.2
79.6%
$88,573/unit
4
40
Senior secured
April 12, 2021
$
17,000,000
$
13,666,721
$
13,666,721
Cedar Park, TX
Multifamily
1mS + 3.8
0.2
66.7%
$113,889/unit
5
41
Senior secured
June 3, 2025
$
13,510,000
$
13,510,000
$
13,510,000
Bound Brook, NJ
Multifamily
1mS + 4
2.3
67.6%
$177,763/unit
3
42
Senior secured
December 20, 2024
$
13,000,000
$
13,000,000
$
13,000,000
Olympia, WA
Multifamily
1mS + 3.9
3.8
68.5%
$46,595/unit
3
43
Senior secured
July 26, 2022
$
13,880,000
$
13,386,484
$
12,905,495
Atlanta, GA
Multifamily
1mS + 3.8
1.4
65.2%
$126,524/unit
3
44
Senior secured
May 12, 2022
$
11,926,591
$
11,926,591
$
11,926,591
Ypsilanti, MI
Multifamily
1mS + 3.5
1.3
68.4%
$70,992/unit
5
45
Senior secured
October 10, 2024
$
12,100,000
$
11,550,000
$
11,550,000
Cottonwood, AZ
Multifamily
1mS + 3.3
3.7
38.5%
$49,359/unit
3
46
Senior secured
January 25, 2022
$
11,406,810
$
11,406,810
$
11,261,792
Corpus Christi, TX
Multifamily
1mS + 3.7
2.3
78.8%
$67,436/unit
4
47
Senior secured
October 28, 2021
$
12,203,839
$
12,203,839
$
11,202,535
Tampa, FL
Multifamily
1mS + 3
0.7
75.7%
$164,743/unit
3
48
Senior secured
May 3, 2022
$
11,056,241
$
11,056,240
$
10,818,945
Port Richey, FL
Multifamily
1mS + 3.7
1.2
79.1%
$117,597/unit
3
49
Senior secured
December 16, 2021
$
9,928,190
$
9,928,190
$
9,928,190
Daytona Beach, FL
Multifamily
1mS + 3.1
0.8
71.7%
$40,033/unit
3
50
Senior secured
September 30, 2021
$
10,022,226
$
10,022,225
$
9,815,615
Clearfield, UT
Multifamily
1mS + 3.2
0.6
68.0%
$129,153/unit
3
51
Senior secured
July 14, 2022
$
9,843,891
$
9,843,891
$
9,429,206
Bradenton, FL
Multifamily
1mS + 4
1.4
74.4%
$112,252/unit
3
52
Senior secured
June 22, 2022
$
8,593,992
$
8,593,992
$
8,593,992
Des Moines, IA
Multifamily
1mS + 4.1
1.3
72.0%
$63,191/unit
5
53
Senior secured
April 15, 2024
$
9,000,000
$
9,000,000
$
8,500,000
Meridian, ID
Healthcare
1mS + 4.7
0.7
54.0%
$283,333/unit
2
54
Senior secured
December 19, 2025
$
6,960,000
$
6,960,000
$
6,960,000
San Antonio, TX
Multifamily
1mS + 2.8
3.8
76.5%
$48,333/unit
3
55
Senior secured
October 7, 2022
$
6,816,701
$
6,816,701
$
6,816,701
Fairborn, OH
Multifamily
1mS + 4.1
0.7
79.1%
$200,491/unit
3
56
Senior secured
December 19, 2024
$
5,987,732
$
5,987,732
$
5,987,732
Bellflower, CA
Multifamily
1mS + 3
1.8
30.4%
$33,265/unit
2
57
Senior secured
October 27, 2025
$
3,100,000
$
3,100,000
$
3,100,000
Columbus, OH
Multifamily
1mS + 2.4
2.7
75.0%
$11,654/unit
3
Total/Weighted Average
$
1,196,378,982
$
1,183,771,610
$
1,130,899,068
1mS + 3.3
1.6
68.9%
3
Real Estate Owned
(5)
1
Real Estate Owned
February 1, 2022
N/A
$
12,957,120
$
12,957,120
San Antonio, TX
Multifamily
N/A
N/A
N/A
$76,218/unit
2
Real Estate Owned
March 4, 2022
N/A
$
11,000,000
$
11,000,000
Houstin, TX
Multifamily
N/A
N/A
N/A
$76,923/unit
3
Real Estate Owned
June 7, 2021
N/A
$
26,585,176
$
26,585,176
San Antonio, TX
Multifamily
N/A
N/A
N/A
$66,297/unit
4
Real Estate Owned
June 28, 2022
N/A
$
8,150,000
$
8,150,000
Colorado Springs, CO
Multifamily
N/A
N/A
N/A
$114,477/unit
Total
$
58,692,296
$
58,692,296
35
(1)
Total Loan Commitment represents the total commitment of the entire whole loan originated. See Note 11 Commitments and Contingencies to our consolidated financial statements for further discussion of unfunded commitments.
(2)
Committed Principal Amount includes funded participations by LFT-affiliated entities and third parties that are syndicated/sold.
(3)
LTV as of the date the loan was originated by a ORIX affiliate and is calculated after giving effect to capex and earn-out reserves, if applicable. LTV has not been updated for any subsequent draws or loan modifications and is not reflective of any changes in value, which may have occurred subsequent to origination date.
(4)
Loan Per Unit is based on the current principal amount divided by the property's current unit count.
(5)
Committed Principal and Current Principal Amount for Real Estate Owned represent the balances at time of foreclosure.
Total Financing
Our financing arrangements include our term loan facility, collateralized loan obligations, secured financings, term lending agreement and master repurchase agreement. All of our current financing arrangements are not subject to credit or capital markets mark-to-market provisions with the exception of our master repurchase agreement.
The following table summarizes our financing agreements:
March 31, 2026
December 31, 2025
Maximum
Collateral
Borrowings
Borrowings
Non-/Mark-to-Market
Facility Size
(1)
Assets
(2)
Outstanding
Available
Outstanding
Collateralized loan obligations
Non-Mark-to-Market
$
663,810,950
$
656,985,469
$
584,983,000
$
—
$
584,983,000
Master repurchase agreement
Mark-to-Market
450,000,000
457,169,141
315,342,045
134,657,955
177,193,781
Secured lending agreement
Mark-to-Market
50,000,000
67,378,717
35,450,000
14,550,000
17,000,000
Secured Financings
Non-Mark-to-Market
—
—
—
—
169,655,462
Secured term loan
Non-Mark-to-Market
50,000,000
N/A
50,000,000
—
47,750,000
$
1,213,810,950
$
985,775,045
$
149,207,955
$
996,582,243
(1) Maximum facility size represents the largest amount of borrowings under a given facility once sufficient collateral assets have been approved by the lender and pledged by us.
(2) Represents the principal balance of the collateral assets.
Collateralized Loan Obligations and Secured Financings
On June 14, 2021, the Company completed the 2021-FL1 CLO, issuing eight tranches of CLO notes through two newly formed wholly-owned subsidiaries totaling $903.8 million. Of the total CLO notes issued, $833.8 million were investment grade notes issued to third party investors and $70 million were below investment-grade notes retained by us. In addition, a $96.25 million equity interest in the portfolio was retained by us. The financing had an initial two-and-a-half year reinvestment period, which expired in December 2023, that allowed principal proceeds of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance was reduced as loans were repaid. Initially, the proceeds of the issuance of the securities also included $330.3 million for the purpose of acquiring additional loan obligations for a period up to 180 days from the 2021-FL1 CLO closing date, resulting in the issuer owning loan obligations with a face value of $1.0 billion, representing leverage of 83%. On November 18, 2025, the Company redeemed the 2021-FL1 CLO in full.
On July 12, 2023, the Company entered into and closed a matched-term, non-recourse collateralized commercial real estate financing (the "LMF 2023-1 Financing"), secured by $386.4 million of first lien floating-rate multifamily mortgage assets and was not subject to margin calls or additional collateralization requirements. In connection with the LMF 2023-1 Financing, approximately $270.4 million of an investment-grade rated senior secured floating rate loan was provided by a private lender and approximately $47.3 million of investment-grade rated notes (collectively, the "Senior Debt") were issued and sold to an affiliate of LFT's external manager, Lument IM. A consolidated subsidiary of LFT retained the subordinate interests in the issuing vehicle of approximately $68.6 million. The Senior Debt had an initial weighted average spread of approximately 314 basis points over 30-day term SOFR, excluding fees and transaction costs. The Senior Debt matured on the payment date in July 2032, unless it was repaid or redeemed sooner in accordance with its terms. The financing had an initial two-year reinvestment period that allowed principal proceeds of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance was reduced as loans were repaid. On February 20, 2026, the Company redeemed the LMF 2023-1 Financing in full and expensed the remaining $1.2 million of deferred financing costs into loss on extinguishment of debt on the consolidated statements of operations.
On December 10, 2025, the Company completed the LMNT 2025-FL3 CLO, issuing eight tranches of CLO notes through a newly formed wholly-owned subsidiary totaling $620.7 million. Of the total CLO notes issued, $585.0 million were investment grade notes issued to third party investors and $35.7 million were below investment-grade and retained by us. In addition, a $43.1 million income note was retained by us. The financing has an initial two-and-a-half year reinvestment period that allows principal proceeds of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance will be reduced as loans are repaid. Initially, the proceeds of the issuance of the securities included $5.8 million for the purpose of acquiring additional loan obligations for a period up to 180 days from the CLO closing date, resulting in the issuer owning collateral interests with a face value of $663.8 million, representing effective leverage of 88%. The investment grade notes have an initial weighted average spread of approximately 190.5 basis points over 30-day term SOFR, excluding fees and transaction costs. The investment grade notes mature on the payment date in July 2043, unless sooner repaid or redeemed in accordance with their terms.
The following table presents certain loan and borrowing characteristics of LMNT 2025-FL3 CLO as of March 31, 2026:
36
As of March 31, 2026
Collateralized Loan Obligations/Financings
Count
Principal Value
Carrying Value
(1)
Wtd. Avg. Coupon
(2)
Collateral (loan investments)
30
$
656,985,469
$
655,905,141
7.02
%
Financing provided
1
$
584,983,000
$
580,302,828
5.58
%
(1) The carrying value of the collateral is net of allowance for credit loss of $19,543,903
as of March 31, 2026. The carrying value for LMNT 2025-FL3 CLO is net of debt issuance costs of
$4,680,172
for March 31, 2026.
(2) Weighted average coupon for loan investments assumes applicable 30-day term SOFR of 3.67% as of March 31, 2026, inclusive of weighted average interest rate floors of 2.66% and spreads of 3.21%. Weighted average coupon for the financings assumes applicable 30-day term SOFR of 3.67% as of March 31, 2026 and spreads of 1.91% as of March 31, 2026.
Master Repurchase and Secured Lending Agreements
On November 3, 2025, LCMT Warehouse, LLC, an indirect wholly owned subsidiary of the Company, entered into an Uncommitted Master Repurchase Agreement ("Repurchase Agreement") with JPMorgan Chase Bank, N.A.. The Repurchase Agreement provides up to $450 million to finance first mortgage loans, controlling loan participations and other commercial mortgage loan debt instruments secured by commercial real estate, as described in more detail in the Repurchase Agreement. Advances under the Repurchase Agreement accrue interest at per annum rates equal to term SOFR plus a spread to be determined on a case-by-case basis. The initial maturity date of the Repurchase Agreement is November 3, 2028, with two (2) one-year extensions at the Company's option, which may be exercised upon the satisfaction of certain conditions as described in more detail in the Repurchase Agreement. Borrowings under the Repurchase Agreement are on a partial (25%) recourse basis. This Agreement contains defined mark-to-market provisions that permit the lender to issue margin calls based on credit marks.
On December 10, 2025, LCMT NPL Warehouse, LLC, an indirect wholly owned subsidiary of the Company, entered into a loan agreement ("Loan Agreement") with Northeast Bank. The Loan Agreement provides for up to $50 million in maximum aggregate advances over a 36-month draw period to finance first mortgage loans and controlling first mortgage loan participations secured by commercial real estate. Each collateral loan financed under the Loan Agreement will be classified as a performing or non-performing loan, as described in more detail in the Loan Agreement. The Loan Agreement also provides financing for commercial REO properties, with related REO entities joining as borrowers under the Loan Agreement from time to time, as described in more detail in the Loan Agreement.
The following table presents certain loan and borrowing characteristics of the Repurchase Agreement and Loan Agreement as of March 31, 2026:
As of As of March 31, 2026
Secured Financing Agreements
Count
Principal Value
(1)
Carrying Value
(2)
Wtd. Avg Coupon
(3)
Collateral (loan investments)
28
500,733,600
485,931,125
7.15
%
Collateral (REO assets)
2
23,814,260
21,285,181
N/A
Financing provided
(4)
2
350,792,045
348,723,957
5.83
%
(1) Principal value of the Repurchase Agreement was $315,342,045 and the principal value of the Loan Agreement was $35,450,000 as of March 31, 2026.
(2) Net of 2.1 million unamortized deferred financing costs as of March 31, 2026.
(3) Weighted average funding cost for the Repurchase Agreement assumes applicable 30-day term SOFR of 3.68% as of March 31, 2026 and a spread of 2.01%. Weighted average funding cost for the Loan Agreement assumes applicable 30-day term SOFR of 3.68% as of March 31, 2026 and a spread of 3.50%.
(4) Borrowings under the Repurchase Agreement are on a partial (25%) recourse basis. This Agreement contains defined mark-to-market provisions that permit the lender to issue margin calls based on credit marks.
Secured Term Loan
In January 2020, we entered into a $40.25 million secured term loan with an initial maturity of February 2025. In April 2021, we entered into an amendment, providing, among other things, an incremental secured term loan in the amount of $7.5 million and a one-year maturity extension to February 2026. In August 2021, the Company drew down the $7.5 million incremental secured term loan. In February 2026, the Company entered into certain additional amendments that extended the maturity to February 20, 2030. In addition, the February 2026 amendments provided the Company with an incremental secured term loan in the aggregate principal amount of $2.25 million, which the Company drew upon on February 23, 2026.
As most recently amended, borrowings under the Secured Term Loans bear interest at a fixed rate of 9.75% per annum, which is subject to step up by 0.50% per annum for the first three months after February 20, 2029, with further step ups of 0.50% per annum every three months thereafter until the maturity date.
The Credit Agreement contains affirmative and negative covenants binding the Company and its subsidiaries that are customary for credit facilities of this type, including, but not limited to: minimum asset coverage ratio; minimum unencumbered assets ratio; maximum total net leverage ratio, minimum tangible net worth; and an interest charge coverage ratio. As of March 31, 2026 and December 31, 2025, we were in compliance with these covenants.
The Credit Agreement contains events of default that are customary for facilities of this type, including, but not limited to, nonpayment of principal, interest, fees and other amounts when due, violation of covenants, cross default with material indebtedness, and change of control.
The following table presents certain borrowing characteristics of the Secured Term Loan as of March 31, 2026:
37
As of March 31, 2026
Outstanding Balance
Carrying Value
Coupon
Secured Term Loan
$
50,000,000
$
49,635,956
9.75
%
FOAC and Changes to Our Residential Mortgage Loan Business
In June 2013, we established FOAC as a Taxable REIT Subsidiary, or TRS, to increase the range of our investments in mortgage-related assets. Until August 1, 2016, FOAC aggregated mortgage loans primarily for sale into securitization transactions, with the expectation that we would purchase the subordinated tranches issued by the related securitization trusts, and that these would represent high quality credit investments for our portfolio. Residential mortgage loans for which FOAC owns the MSRs continue to be directly serviced by two licensed sub-servicers since FOAC does not directly service any residential mortgage loans.
We previously determined to cease the aggregation of prime jumbo loans for the foreseeable future, and therefore no longer maintain warehouse financing to acquire prime jumbo loans. We do not expect the previous changes to our mortgage loan business strategy to impact the existing MSRs that we own, nor the securitizations we have sponsored to date.
Pursuant to a Master Agreement dated June 15, 2016, as amended on August 29, 2016, January 30, 2017 and June 27, 2018, among MAXEX, LLC ("MAXEX"), MAXEX Clearing LLC, MAXEX's wholly-owned clearinghouse subsidiary and FOAC, FOAC provided seller eligibility review services under which it reviewed, approved and monitored sellers that sold loans via MAXEX Clearing LLC. To the extent that a seller approved by FOAC fails to honor its obligations to repurchase a loan based on an arbitration finding that it breached its representations and warranties, FOAC was obligated to backstop the seller's repurchase obligation. The term of such backstop guarantee was the earlier of the contractual maturity of the underlying mortgage and its repayment in full. However, the incidence of claims for breaches of representations and warranties over time is considered unlikely to occur more than five years from the sale of a mortgage. FOAC's obligations to provide such seller eligibility review and backstop guarantee services terminated on November 28, 2018. Pursuant to an Assumption Agreement dated December 31, 2018, among MAXEX Clearing LLC and FOAC, MAXEX Clearing LLC assumed all of FOAC's obligations under its backstop guarantees and agreed to indemnify and hold FOAC harmless against any losses, liabilities, costs, expenses and obligations under the backstop guarantee. FOAC paid MAXEX Clearing LLC, as the replacement backstop provider, a fee of $426,770 (the "Alternative Backstop Fee"). MAXEX Clearing LLC represented to FOAC in the Assumption Agreement that it (i) is rated at least "A" (or equivalent) by at least one nationally recognized statistical rating agency or (ii) has (a) adjusted tangible net worth of at least $20.0 million and (b) minimum available liquidity equal to the greater of (x) $5.0 million and (y) 0.1% multiplied by the scheduled unpaid principal balance of each outstanding loan covered by the backstop guarantees. MAXEX's chief financial officer is required to certify ongoing compliance by MAXEX Clearing LLC with the aforementioned criteria on a quarterly basis and if MAXEX Clearing LLC fails to satisfy such criteria, MAXEX Clearing LLC is required to deposit into an escrow account for FOAC's benefit an amount equal to the greater of (A) the unamortized Alternative Backstop Fee for each outstanding loan covered by the backstop guarantee and (B) the product of 0.01% multiplied by the scheduled unpaid principal balance of each outstanding loan covered by the backstop guarantees. See Note 12 to our consolidated financial statements included in this Quarterly Report on Form 10-Q for a further description of MAXEX.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and use of assumptions as to future uncertainties. Accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to understanding our financial statements because they involve significant judgments and uncertainties that could affect our reported assets and liabilities, as well as our reported revenues and expenses. All of these estimates reflect our best judgments about current, and for some estimates, future economic and market conditions and their effects based on information available as of the date of the financial statements. If conditions change from those expected, it is possible that the judgments and estimates described below could change, which may result in a change in our interest income recognition, allowance for credit losses, future impairment of our investments, and valuation of our investment portfolio, among other effects. We believe that the following accounting policies are among the most important to the portrayal of our financial condition and results of operations and require the most difficult, subjective or complex judgments.
Commercial Mortgage Loans Held-for-Investment
The Company recognizes and measures the allowance for credit losses under the Current Expected Credit Loss ("CECL") model which amended the previous credit loss model to reflect a reporting entity's current estimate of all expected credit losses, not only based on historical experience and current economic conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, and off-balance credit exposures such as unfunded loan commitments. The allowance for credit losses required under the FASB ASC Topic
"Financial Instruments - Credit Losses,"
or ASC 326, is included in "Allowance for credit losses" on our consolidated balance sheets. The allowance for credit losses attributed to unfunded loan commitments is included in "Other liabilities" on the consolidated balance sheets.
The Company estimates the allowance for credit losses for its portfolio on a collective basis, including unfunded loan commitments, for loans that share similar risk characteristics. The calculation is applied at the loan level. The allowance for credit losses estimation methodology used by LFT includes a probability of default and loss given default method utilizing a widely used third-party analytical model with historical loan losses for over 125,000 commercial real estate loans dating back to 1998. Within this data set, we focused our historical loss information on the most relevant subset of available CRE data, which we determined based on loan metrics that are most comparable to our loan portfolio including asset type, spread to interest rate, unpaid principal balance and origination loan-to-value, or LTV. The Company uses this proxy data set, or variants of it, unless the Company develops its own sufficient history of realized losses. The Company determined the key variables driving its allowance for credit losses estimate are debt service coverage ratio and LTV ratio. Other notable variables include property type, property location and loan vintage. The Company determines its allowance for credit loss estimate based on the weighting of multiple macroeconomic forecast scenarios driven by macroeconomic variables such as gross domestic product ("GDP"), unemployment rate, federal funds target rate and core personal consumption expenditure ("PCE") among others, during the reasonable and supportable forecast period. The reasonable and supportable forecast period is currently one year, however, the Company regularly evaluates the reasonable and supportable forecast period to determine if a change is needed based on our assessment of the most likely scenario of assumptions and plausible outcomes for the U.S. economy. For the period beyond
38
which the Company is able to make reasonable and supportable forecasts, the Company reverts, on a straight-line basis over four quarters, to the historical loss information derived from CRE data set.
Any loans considered to be a Default Risk or otherwise deemed to be collateral dependent will be individually evaluated for a specific allowance for credit losses. A loan is considered collateral dependent when the Company determines that the facts and circumstances of the loan deem the debtor to be experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. If a loan is considered to be collateral dependent, a specific allowance for credit losses is recorded to reduce the carrying value of the loan through a charge to the provision for (reversal of) credit losses. The specific allowance for credit losses is measured by comparing the estimated fair value of the underlying collateral, less costs to sell, to the amortized cost of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, market rents, occupancy rates, and other factors deemed necessary by the Manager. Actual losses, if any, could ultimately differ from estimated losses.
Quarterly, the Company assesses the risk factors of each loan classified as held-for-investment and assigns a risk rating based on a variety of factors, including, without limitation, debt-service coverage ratio ("DSCR"), loan-to-value ratio ("LTV"), property type, geographic and local market dynamics, physical condition, leasing and tenant profile, adherence to business plan and exit plan, maturity default risk and project sponsorship. The Company's loans are rated on a 5-point scale, from least risk to greatest risk, respectively, which ratings are described as follows:
1.
Very Low Risk
: exceeds expectations and is outperforming underwriting or it is very likely that the underlying loan can be refinanced easily in the period's prevailing capital market conditions
2.
Low Risk
: meeting or exceeding underwritten expectations
3.
Moderate Risk
: consistent with underwritten expectations or the sponsor may be in the early stages of executing the business plan and the loan structure appropriately mitigates additional risks
4.
High Risk
: potential risk of default, a loss may occur in the event of default
5.
Default Risk
: imminent risk of default, a loss is likely in the event of default
Capital Allocation
The following tables set forth our allocated capital by investment type at March 31, 2026 and December 31, 2025:
March 31, 2026
Commercial Mortgage Loans
Real Estate Owned
MSRs
Unrestricted Cash
(1)
Total
(2)
Carrying Value
$
1,108,061,062
$
57,470,492
$
524,001
$
21,249,107
$
1,187,304,662
Collateralized Loan Obligations
(580,302,828)
—
—
—
(580,302,828)
Secured Financings
—
—
—
—
—
Master Repurchase Agreement
(287,129,605)
(26,385,537)
—
—
(313,515,142)
Term Lending Agreement
(23,321,193)
(11,887,622)
—
—
(35,208,815)
Other
(3)
3,899,068
—
—
(5,850,634)
(1,951,566)
Restricted Cash
7,082,121
2,290,787
—
—
9,372,908
Capital Allocated
$
228,288,625
$
21,488,120
$
524,001
$
15,398,473
$
265,699,219
% Capital
85.9
%
8.1
%
0.2
%
-0.361
5.8
%
100.0
%
December 31, 2025
Commercial Mortgage Loans
Real Estate Owned
MSRs
Unrestricted Cash
(1)
Total
(2)
Carrying Value
$
1,114,047,992
$
50,938,082
$
554,246
$
23,112,995
$
1,188,653,315
Collateralized Loan Obligations
(580,070,117)
—
—
—
(580,070,117)
Secured Financings
(160,587,813)
(7,775,554)
—
—
(168,363,367)
Master Repurchase Agreement
(157,077,346)
(18,127,523)
—
—
(175,204,869)
Term Lending Agreement
(16,738,351)
—
—
—
(16,738,351)
Other
(3)
19,118,787
—
—
(4,094,489)
15,024,298
Restricted Cash
3,505,087
—
—
—
3,505,087
Capital Allocated
$
222,198,239
$
25,035,005
$
554,246
$
19,018,506
$
266,805,996
% Capital
83.3
%
9.4
%
0.2
%
-0.361
7.1
%
100.0
%
(1)
Includes cash and cash equivalents.
(2)
Includes the carrying value of our Secured Term Loan.
(3)
Includes principal and interest receivable, prepaid and other assets, interest payable, dividends payable and accrued expenses and other liabilities.
This information represents non-GAAP financial measures within the meaning of Item 10(e) of Regulation S-K, as promulgated by the SEC. We believe that this non-GAAP information enhances the ability of investors to better understand the capital necessary to support each income-earning asset category, and thus our ability to generate operating earnings. While we believe that the non-GAAP information included in this report provides supplemental information to assist investors in analyzing our portfolio, these measures are not in accordance with GAAP, and they should not be considered a substitute for, or superior to, our financial information calculated in accordance with GAAP.
39
Results of Operations
The table below presents information from our Statement of Operations for the three months ended March 31, 2026 and December 31, 2025, respectively:
Three Months Ended March 31, 2026
Three Months Ended December 31, 2025
(unaudited)
(unaudited)
Revenues:
Interest income:
Commercial mortgage loans held-for-investment
$
20,901,542
$
17,295,845
Cash and cash equivalents
165,847
529,695
Interest expense:
Securitized debt obligations
(10,375,765)
(9,119,707)
Secured financing agreements
(3,855,105)
(2,268,542)
Secured term loan
(1,139,841)
(1,070,863)
Net interest income
5,696,678
5,366,428
Expenses:
Management and incentive fees
1,095,000
1,079,659
General and administrative expenses
1,066,737
872,395
Operating expenses reimbursable to Manager
466,431
371,943
Other operating expenses
917,172
1,398,881
Compensation expense
111,250
111,251
Total expenses
3,656,590
3,834,129
Other income and expense:
Provision for credit losses, net
732,373
(8,628,157)
Net income (expense) from real estate owned operations
(91,406)
(144,302)
Change in unrealized (loss) gain on mortgage servicing rights
(30,245)
(11,367)
Realized (loss) on sale of real estate owned
—
(547,447)
Loss on extinguishment of debt
(1,152,861)
—
Real estate owned impairment expense
(1,350,435)
—
Servicing income, net
54,421
48,450
Total other income and expense
(1,838,153)
(9,282,823)
Net income (loss) before provision for income taxes
201,935
(7,750,524)
Provision for income taxes
4,648
(6,629)
Net income (loss)
206,583
(7,757,153)
Dividends accrued to preferred stockholders
(1,184,958)
(1,184,958)
Net income (loss) attributable to common stockholders
$
(978,375)
$
(8,942,111)
Earnings per share:
Net income (loss) attributable to common stockholders (basic and diluted)
$
(978,375)
$
(8,942,111)
Weighted average number of shares of common stock outstanding
52,400,158
52,381,724
Basic and diluted income per share
$
(0.02)
$
(0.17)
Dividends declared per share of common stock
$
0.04
$
0.04
Three Months Ended March 31, 2026 Compared to Three Months Ended December 31, 2025
Net Income (Loss) Summary
For the three months ended March 31, 2026, our net loss attributable to common stockholders was $(978,375), or $0.02 basic and diluted net loss per average share, compared with net loss of $(8,942,111), or $0.17 basic and diluted net loss per average share, for the three months ended December 31, 2025. The principal drivers of this net income increase were an increase in net interest income from $5,366,428 for the three months ended December 31, 2025 to $5,696,678 for the three months ended March 31, 2026, a decrease in total other expense from $9,282,823 for the three months ended December 31, 2025 to $1,838,153 for the three months ended March 31, 2026 primarily due to changes in macroeconomic assumptions employed in determining the Company's model-based general reserve, foreclosure on one "5" risk rated property, stable valuations on our "5" risk rated loans, loss on extinguishment of debt and loss on real estate owned valuation and a decrease in total expenses from $3,834,129 for the three months ended December 31, 2025 to $3,656,590 for the three months ended March 31, 2026.
Net Interest Income
40
For the three months ended March 31, 2026 and the three months ended December 31, 2025, our net interest income was $5,696,678 and $5,366,428, respectively. The increase was primarily due to (i) an $233.0 million increase in weighted-average principal balance of our loan portfolio resulting in an increase to interest income of $2.9 million; (ii) an increase in exit fees of $0.4 million; (iii) an increase in extension fees of $0.2 million; (iv) an increase in accretion of purchase discount of $0.1 million; (v) a 27bps decrease in weighted-average floating rate of secured borrowing liabilities and (vi) a 17bps decrease in weighted-average spread of our secured borrowing liabilities. This was partially offset by (i) a $234.1 million increase in weighted-average principal balance of our secured borrowings resulting in an increase to interest expense of $2.6 million; (ii) a $0.3 million increase in deferred financing costs; (iii) a 22bps decrease in weighted-average floating rate of our loan portfolio for the three months ended March 31, 2026 compared to three months ended December 31, 2025 and (iv) a 6bps decrease in weighted-average spread of our loan portfolio
As disclosed above, we experienced an increase in exit fees in the three months ended March 31, 2026. For the three months ended March 31, 2026, we experienced loan payoffs on seven loans with net principal balances of $46.8 million which generated exit fees of $0.9 million included in interest income and one loan with net unpaid principal balance of $6.0 million which waived exit fees of $0.1 million resulting in a reduction to expense reimbursement of $0.0 million included in operating expenses reimbursable to Manager. For the three months ended December 31, 2025, we experienced loan payoffs on eight loans with net principal balances of $63.5 million which generated exit fees of $0.5 million included in interest income and three loans with net unpaid principal balance of $36.3 million which waived exit fees of $0.4 million resulting in a reduction to expense reimbursement of $0.2 million included in operating expenses reimbursable to Manager.
Expenses
For the three months ended March 31, 2026, we incurred management and incentive fees of $1,095,000 representing amounts payable to our Manager under our management agreement. We also incurred operating expenses of $2,561,590, of which $466,431 was payable to our Manager and $2,095,159 was payable directly by us.
For the three months ended December 31, 2025, we incurred management and incentive fees of $1,079,659 representing amounts payable to our Manager under our management agreement. We also incurred operating expenses of $2,754,470 of which $371,943 was payable to our Manager and $2,382,527 was payable directly by us.
The period-over-period decrease in expenses primarily reflects a decrease to accounting, legal and discontinued deal costs which more than offset an increase in audit fees, CLO expense and professional fees.
Other (Loss)
For the three months ended March 31, 2026, we incurred other loss of $1,838,153. This loss was driven by loss on extinguishment of debt of $1,152,861
resulting from the redemption of LMF 2023-1 Financing, loss on real estate owned impairment expense of $1,350,435
,
net expense from real estate owned operations of $91,406 and the impact of unrealized losses on mortgage servicing rights of $30,245 as a result of a reduction in principal balances, which more than offset a release to the provision for credit losses of $732,373 due to changes in macroeconomic assumptions employed in determining the Company's model-based general reserve and specific reserves taken on risk-rated "5" multifamily loans and net servicing income of $54,421.
For the three months ended December 31, 2025, we incurred other loss of $9,282,823. This loss was primarily driven by provision for credit losses of $8,628,157 due to specific reserves taken on risk-rated "5" multifamily loans and changes in macroeconomic assumptions employed in determining the Company's model-based general reserve, realized loss on sale of real estate owned of $547,447, net expense from real estate owned operations of $144,302 and the impact of net unrealized losses on mortgage servicing rights of $95,041 as a result of a reduction of principal balance in the period which more than offset net servicing income of $20,174.
The period-over-period decrease to other loss was primarily due to the change in provision for credit losses.
Income Tax Provision
For the three months ended March 31, 2026, the Company recognized a benefit from income taxes of $4,648 and for the three months ended December 31, 2025, the Company recognized a provision for income taxes in the amount of $6,629. The period-over-period increase in tax benefit primarily reflects the change in gross deferred revenue at FOAC due to the change in unrealized loss on mortgage servicing rights.
Results of Operations
The table below presents information from our Statement of Operations for the three months ended March 31, 2026 and March 31, 2025, respectively:
Three Months Ended March 31, 2026
Three Months Ended March 31, 2025
(unaudited)
(unaudited)
Revenues:
Interest income:
Commercial mortgage loans held-for-investment
$
20,901,542
$
21,684,890
Cash and cash equivalents
165,847
624,967
Interest expense:
Securitized debt obligations
(10,375,765)
(13,636,474)
Secured financing agreements
(3,855,105)
—
Secured Term Loan
(1,139,841)
(938,849)
41
Net interest income
5,696,678
7,734,534
Expenses:
Management and incentive fees
1,095,000
1,113,314
General and administrative expenses
1,066,737
924,060
Operating expenses reimbursable to Manager
466,431
404,620
Other operating expenses
917,172
40,009
Compensation expense
111,250
111,250
Total expenses
3,656,590
2,593,253
Other income and expense:
Release of (provision for) credit losses, net
732,373
(5,697,661)
Net income (expense) from real estate owned operations
(91,406)
—
Change in unrealized (loss) on mortgage servicing rights
(30,245)
(22,518)
Loss on extinguishment of debt
(1,152,861)
—
Real estate owned impairment expense
(1,350,435)
—
Servicing income, net
54,421
64,880
Total other income and expense
(1,838,153)
(5,655,299)
Net (loss) income before provision for income taxes
201,935
(514,018)
Benefit from (provision for) income taxes
4,648
(8,550)
Net (loss) income
206,583
(522,568)
Dividends accrued to preferred stockholders
(1,184,958)
(1,184,958)
Net (loss) income attributable to common stockholders
$
(978,375)
$
(1,707,526)
Earnings per share:
Net (loss) income attributable to common stockholders (basic and diluted)
$
(978,375)
$
(1,707,526)
Weighted average number of shares of common stock outstanding
52,400,158
52,309,887
Basic and diluted income per share
$
(0.02)
$
(0.03)
Dividends declared per share of common stock
$
0.04
$
0.08
Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025
Net (Loss) Income Summary
For the three months ended March 31, 2026, our net loss attributable to common stockholders was $(978,375), or $0.02 basic and diluted net loss per average share, compared with net loss of $(1,707,526), or $0.03 basic and diluted net income per average share, for the three months ended March 31, 2025. The principal drivers of this net income increase were a decrease in total other expense from $5,655,299 for the three months ended March 31, 2025 to $1,838,153 for the three months ended March 31, 2026 primarily due to changes in macroeconomic assumptions employed in determining the Company's model-based general reserve, foreclosure on one "5" risk rated property, stable valuations on our "5" risk rated loans, loss on extinguishment of debt and loss on real estate owned valuation partially offset by a decrease in net interest income from $7,734,534 for the three months ended March 31, 2025 to $5,696,678 for the three months ended March 31, 2026, and an increase in total expenses from $2,593,253 for the three months ended March 31, 2025 to $3,656,590 for the three months ended March 31, 2026.
Net Interest Income
For the three months ended March 31, 2026 and the three months ended March 31, 2025, our net interest income was $5,696,678 and $7,734,534, respectively. The decrease was primarily due to (i) a $120.4 million increase in weighted-average principal balance of our secured borrowings; (ii) a 51bps decrease in weighted-average floating rate of our loan portfolio for the three months ended March 31, 2026 compared to the corresponding period in 2025 and (iii) a 20bps decrease in weighted-average spread of our loan portfolio and (iv) a $0.5 million increase in deferred financing costs. This was partially offset by (i) a $98.4 million increase in weighted-average principal balance of our loan portfolio; (ii) a 64bps decrease in weighted-average floating rate of secured borrowing liabilities; (iii) a 17bps decrease in weighted-average spread of our secured borrowing liabilities; (iv) an increase in exit fees of $0.2 million and (v) an increase in extension fees of $0.3 million.
As disclosed above, we experienced an increase in exit fees in the three months ended March 31, 2026. For the three months ended March 31, 2026, we experienced loan payoffs on seven loans with net principal balances of $46.8 million which generated exit fees of $0.9 million included in interest income and one loan with net unpaid principal balance of $6.0 million which waived exit fees of $0.1 million resulting in a reduction in expense reimbursement of $0.0 million included in operating expenses reimbursable to Manager. For the three months ended March 31, 2025, we experienced loan payoffs on seven loans with net principal balances of $47.5 million which generated exit fees of $0.7 million included in interest income and one loan with net unpaid principal balance of $7.2 million which waived exit fees of $0.1 million resulting in a reduction to expense reimbursement of $0.0 million included in operating expenses reimbursable to Manager.
Expenses
42
For the three months ended March 31, 2026, we incurred management and incentive fees of $1,095,000 representing amounts payable to our Manager under our management agreement. We also incurred operating expenses of $2,561,590, of which $466,431 was payable to our Manager and $2,095,159 was payable directly by us.
For the three months ended March 31, 2025, we incurred management and incentive fees of $1,113,314 representing amounts payable to our Manager under our management agreement. We also incurred operating expenses of $1,479,939 of which $404,620 was payable to our Manager and $1,075,319 was payable directly by us.
The period-over-period increase in expenses primarily reflects an increase to legal, professional, and warehouse fees which more than offset a decrease in CLO fees.
Other (Loss)
For the three months ended March 31, 2026, we incurred other loss of $1,838,153. This loss was driven by loss on extinguishment of debt of $1,152,861
resulting from the redemption of LMF 2023-1 Financing, loss on real estate owned impairment expense of $1,350,435
,
net expense from real estate owned operations of $91,406 and the impact of unrealized losses on mortgage servicing rights of $30,245 as a result in reduction in principal balances, which more than offset a release to the provision for credit losses of $732,373 due to changes in macroeconomic assumptions employed in determining the Company's model-based general reserve and specific reserves taken on risk-rated "5" multifamily loans and net servicing income of $54,421.
For the three months ended March 31, 2025, our other loss was $5,655,299. This loss was driven by provision for credit losses of $5,697,661 due to specific reserves taken on risk-rated "5" multifamily loans, changes in macroeconomic assumptions employed in determining the company's model-based general reserve and net unrealized loss on mortgage servicing rights of $22,518 as a result of a reduction in principal balances, which more than offset net servicing income of $64,880.
The period-over-period decrease to other loss was primarily due to the change in the provision for credit losses.
Income Tax Provision
For the three months ended March 31, 2026, the Company recognized a benefit from income taxes of $4,648 and for the three months ended March 31, 2025, the Company recognized a provision for income taxes in the amount of $8,550. The period-over-period decrease in tax provision primarily reflects the change in gross deferred revenue at FOAC due to the change in unrealized loss on mortgage servicing rights.
Liquidity and Capital Resources
Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to pay dividends, fund investments, comply with margin requirements, if any, and repay borrowings and other general business needs. Our primary sources of liquidity have been met with net proceeds of common or preferred stock issuance, net proceeds from debt offerings and net cash provided by operating activities, primarily derived from our retained beneficial interest in CRE CLOs and secured financings. We finance our commercial mortgage loans primarily with non-recourse match term secured borrowings, which are not subject to margin calls or additional collateralization requirements and repurchase facilities, which are only subject to credit risk. On December 10, 2025, we closed the LMNT 2025-FL3 CLO issuing eight tranches of CLO notes totaling $620.7 million. Of the total CLO notes issued $585.0 million were investment grade notes issued to third-party investors and $35.7 million were below investment-grade notes retained by us. In addition, we retained a $43.1 million income note. On August 23, 2021, we drew an additional $7.5 million of our Secured Term Loan pursuant to the Third Amendment and on February 23, 2026, we drew an additional $2.3 million of our Secured Term Loan pursuant to the Sixth Amendment. As of March 31, 2026, our balance sheet included $50.0 million of a secured term loan and $0.6 billion in collateralized loan financing, gross of discounts and debt issuance costs. Our secured term loan matures in February 2030, our collateralized loan financing is term-matched and matures in 2043 or later. On November 3, 2025, we entered into an Uncommitted Master Repurchase Agreement providing up to $450 million to finance first mortgage loans, controlling loan participations and other commercial mortgage loan debt instruments secured by commercial real estate. On December 10, 2025, we entered into a loan agreement providing up to $50 million to finance first mortgage loans and controlling first mortgage loan participations secured by commercial real estate. However, to the extent that we seek to invest in additional commercial mortgage loans, we will in part be dependent on our ability to issue additional collateralized loan obligations, secure alternative financing facilities or to raise additional common or preferred equity. Notwithstanding the current period of relatively high interest rates, the U.S. Federal Reserve began decreasing rates in 2024. Although decelerating, inflation remains above the U.S. Federal Reserve's target levels. Despite multiple federal funds rate decreases over the course of 2024 and 2025, interest rates have remained elevated. Although capital markets have largely adjusted to a higher-for-longer interest rate environment and persistent geopolitical uncertainty, unexpected market dislocations could reduce liquidity and further affect borrowing costs. A lack of liquidity for a prolonged period of time could limit our ability to grow this business.
Our primary driver of cash flows from operating activities is from interest received from the junior retained notes and income notes of our CRE CLO and the senior loans financed by our secured funding agreements. The CRE CLOs and other secured financings we have entered into, and may in the future enter into, include certain interest coverage tests, overcollateralization coverage tests, financial or other tests that, if not met, may result in a change in the priority of distributions, which may result in the reduction or elimination of distributions to the subordinate debt and equity tranches retained by us until the tests have been met or certain senior classes of securities have been paid in full. Accordingly, if such tests are not satisfied, we, as holders of the subordinate debt and equity interests in the applicable CRE CLO or secured financing, may experience a significant reduction in our cash flow from those interests, which would negatively impact our liquidity. In addition, our secured financing agreements contain margin call provisions following the occurrence of certain mortgage loan credit events. If we are unable to make the required payment or if we fail to meet or satisfy any of the covenants in our financing agreements, we will be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral, including cash to satisfy margin calls, and enforce their interests against existing collateral.
If we were required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we previously recorded our assets, particularly in a financial market that has been significantly disrupted and less liquid as a result of the current inflationary environment. Assets that are illiquid are more difficult to finance, and to the extent that we use leverage to finance assets that become illiquid, we may lose that leverage or have it reduced if such leverage is, at least in part, dependent on the market value of our assets. Assets tend to become less liquid during times of financial stress, which is often the time that liquidity is most needed. As a result, our ability to sell assets or vary our portfolio in response to changes in economic and other conditions may be limited by liquidity constraints, which could adversely affect our results of operations and financial condition. We seek to limit our exposure to
43
illiquidity risk to the extent possible, by ensuring that the secured borrowings that we use to finance our commercial mortgage loans are not subject to margin calls or other limitations that are dependent on the market value of the related loan collateral.
We intend to continue to maintain a level of liquidity in relation to our assets that enables us to meet reasonably anticipated investment requirements, margin requirements and unforeseen business needs but that also allows us to be substantially invested in our target assets. We may misjudge the appropriate amount of our liquidity by maintaining excessive liquidity, which would lower our investment returns, or by maintaining insufficient liquidity, which would force us to liquidate assets into unfavorable market conditions and harm our operating results. As of March 31, 2026, we had unrestricted cash and cash equivalents of $21.2 million, compared to $23.1 million as of December 31, 2025.
As of March 31, 2026, we had $50.3 million in outstanding principal under our Senior Secured Term Loan, with a borrowing rate of 9.75%. As of March 31, 2026, the ratio of our recourse debt to equity was 0.2:1.
As of March 31, 2026, we consolidated the assets and liabilities of the LMNT 2025-FL3 CLO. The assets of the LMNT 2025-FL3 CLO are restricted and can only be used to fulfill their respective obligations, and accordingly the obligations of the trust, which we classify as collateralized loan obligations, do not have any recourse to us as the consolidator of the trust. As of March 31, 2026, the carrying value of these non-recourse liabilities aggregated to $580.3 million. As of March 31, 2026, our total debt to equity ratio was 4.5:1 on a GAAP basis.
Cash Flows
The following table sets forth changes in cash, cash equivalents and restricted cash for the three months ended March 31, 2026 and 2025:
Three Months Ended March 31,
2026
2025
Cash Flows From Operating Activities
$
3,569,826
$
4,093,897
Cash Flows From Investing Activities
15,243,030
55,293,620
Cash Flows (Used in) Financing Activities
(14,808,923)
(66,429,556)
Net (Decrease) Increase in Cash, Cash Equivalents and Restricted Cash
$
4,003,933
$
(7,042,039)
During the three months ended March 31, 2026, cash, cash equivalents and restricted cash increased by $4.2 million and for the three months ended March 31, 2025, cash, cash equivalents and restricted cash decreased by $7.0 million.
Operating Activities
For the three months ended March 31, 2026 and 2025, net cash provided by operating activities totaled $3.4 million and $4.1 million, respectively. For the three months ended March 31, 2026, our cash flows from operating activities were primarily driven by interest received from the junior retained notes from the LMF 2023-1 Financing and LMNT 2025-FL3 CLO of $3.3 million, interest received from our senior secured loans held outside the VIEs we consolidate of $1.5 million, exit fees received of $0.9 million and interest received on cash accounts of $0.2 million exceeding cash interest expense paid on our Secured Term Loan of $1.1 million, and other operating expenditures of $1.9 million. For the three months ended March 31, 2025, our cash flows from operating activities were primarily driven by interest received from the junior retained notes and preferred shares of the 2021-FL1 CLO and LMF 2023-1 Financing of $7.2 million, interest received on cash accounts of $0.6 million exceeding cash interest expense paid on our Secured Term Loan of $0.9 million, management and incentive fees of $1.1 million, expense reimbursements of $0.4 million and other operating expenditures of $1.4 million.
Investing Activities
For the three months ended March 31, 2026, net cash provided by investing activities totaled $15.7 million. This was the result of principal repayment of commercial mortgage loans held for investment during the period. For the three months ended March 31, 2025, net cash provided by investing activities totaled $55.3 million. This was the result of principal repayment of commercial mortgage loans held for investment during the period.
Financing Activities
For the three months ended March 31, 2026, net cash used in financing activities totaled $14.8 million and primarily related to repayment of the outstanding debt related to the LMF 2023-1 Financing of $169.7 million, repayment of secured financing agreements of $35.0 million, payments of common stock dividends of $2.1 million and payments of preferred stock dividends of $1.2 million which more than offset proceeds from secured financing agreements of $191.6 million. For the three months ended March 31, 2025, net cash used in financing activities totaled $66.4 million primarily related to repayment of the outstanding debt related to the 2021-FL1 CLO and LMF 2023-1 Financing of $56.4 million, payments of common stock dividends of $8.9 million and payment of preferred stock dividends of $1.2 million.
Contractual Obligations and Commitments
Our contractual obligations as of March 31, 2026 are described in the following table:
Total
Less than 1 year
1 to 3 years
3 to 5 years
More than 5 years
JPMorgan Facility
$
315,342,045
$
—
$
315,342,045
$
—
$
—
Northeast Bank Facility
35,450,000
—
35,450,000
—
—
Secured Term Loan
50,000,000
—
—
50,000,000
—
Total
$
400,792,045
$
—
$
350,792,045
$
50,000,000
$
—
44
Forward-Looking Statements Regarding Liquidity
Based upon our current portfolio, leverage rate and available borrowing arrangements, we believe that the net proceeds of our prior equity sales, combined with cash flow from operations and available borrowing capacity will be sufficient to enable us to meet anticipated short-term (one year or less) liquidity requirements to fund our investment activities, pay fees under our management agreement, fund our distributions to stockholders and for other general corporate expenses.
Our ability to meet our long-term (greater than one year) liquidity and capital resource requirements will be subject to, amongst other things, obtaining additional debt financing and equity capital. We may increase our capital resources by obtaining long-term credit facilities, additional collateralized loan obligations or making additional public or private offerings of equity or debt securities, possibly including classes of preferred stock, common stock and senior or subordinated notes.
To maintain our qualification as a REIT, we generally must distribute annually at least 90% of our "REIT taxable income" (determined without regard to the deduction for dividends paid and excluding net capital gain). These distribution requirements limit our ability to retain earnings and thereby replenish or increase capital for operations.
Off-Balance Sheet Arrangements
As of March 31, 2026, we did not maintain any relationships with unconsolidated financial partnerships, or special purpose or variable interest entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, as of March 31, 2026, we had not guaranteed any obligations of unconsolidated entities or entered into any commitment or intent to provide funding to any such entities.
In connection with the provision of seller eligibility and backstop guarantee services provided to MAXEX, we previously accounted for the related non-contingent liability at its fair value on our consolidated balance sheet as a liability. As of March 31, 2026, pursuant to an Assumption Agreement dated December 31, 2018, among MAXEX Clearing LLC and FOAC, MAXEX Clearing LLC assumed all of FOAC's obligations under its backstop guarantees and agreed to indemnify and hold FOAC harmless against any losses, liabilities, costs, expenses and obligations under the backstop guarantee, see Note 10 for further information.
Distributions
We intend to continue to make regular quarterly distributions to holders of our common stock. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its "REIT taxable income" (determined without regard to the deduction for dividends paid and excluding net capital gain) and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its "REIT taxable income." We have historically made regular monthly distributions, but with effect from the third quarter of 2018 we now make regular quarterly distributions, to our stockholders in an amount equal to all or substantially all of our taxable income. Although FOAC no longer aggregates and securitizes residential mortgages, it continues to generate taxable income from MSRs and other mortgage-related activities. This taxable income will be subject to regular corporate income taxes. We generally anticipate the retention of profits generated and taxed at FOAC. Before we make any distribution on our common stock, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating requirements and any debt service obligations on debt payable. If cash available for distribution to our stockholders is less than our taxable income, we could be required to sell assets or borrow funds to make cash distributions, or we may make a portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities.
If substantially all of our taxable income has not been paid by the close of any calendar year, we may declare a special dividend prior to the end of such calendar year, to achieve this result. On March 19, 2026, we announced that our Board had declared a cash dividend rate for the first quarter of 2026 of $0.04 per share of common stock which was paid on April 15, 2026 and declared a cash dividend rate for the first quarter of 2026 of $0.49219 per share of Series A Preferred Stock which was paid on April 15, 2026.
45
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not applicable.
46
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e)) under the Securities Exchange Act of 1934, as amended, or Exchange Act, that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of management, including our principal executive officer and principal financial officer, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to paragraph (b) of Exchange Act Rules 13a-15 or 15d-15 as of March 31, 2026. Based upon our evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of March 31, 2026.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 or 15d-15 that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of the date hereof, neither we nor, to our knowledge, our Manager, are subject to any legal proceedings that we or our Manager considers to be material (individually or in the aggregate).
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Entry into Amendment No.1 to Guarantee Agreement
On November 3, 2025, LCMT Warehouse, LLC, an indirect wholly owned subsidiary of the Company, entered into the Repurchase Agreement and the Guarantee Agreement. As of March 31, 2026, we were in compliance with all covenants under such Agreements, except for the maximum total net leverage ratio. On May 14, 2026, the Company and JPMorgan Chase Bank, National Association entered into Amendment No. 1 to Guarantee Agreement, which waived the maximum total net leverage ratio covenant for the period ended March 31, 2026, and amended the maximum total net leverage ratio for the remainder of the 2026 fiscal year.
The foregoing summary of the terms of Amendment No. 1 to Guarantee Agreement does not purport to be a complete description and is subject to, and qualified in its entirety by, the full text of the amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Rule 10b5-1 Trading Plan
During the quarter ended March 31, 2026, none of our directors or officers
adopted
or
terminated
a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
47
Item 6. Exhibits
The exhibits listed on the accompanying Index of Exhibits are filed or furnished herewith, as applicable, as a part of this report. Such Index is incorporated herein by reference.
EXHIBIT INDEX
Exhibit
Number
Exhibit Description
10.1*
Amendment No.1 to Guarantee Agreement, dated May 14, 2026, by and between Lument Finance Trust, Inc. and JPMorgan Chase Bank, National Association.
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
*
Filed herewith
**
Furnished herewith
***
Management contract or compensatory plan in which directors and/or executive officers are eligible to participate
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SIGNATURES
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 thereunto duly authorized.
LUMENT FINANCE TRUST, INC.
Dated: May 15, 2026
By
/s/ James P. Flynn
James P. Flynn
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
Dated: May 15, 2026
By
/s/ James A. Briggs
James A. Briggs
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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