ADAMAS TRUST, INC.

Proposal Roadmap

The following proposals will be voted on at the Annual Meeting of Stockholders:

How to Vote Your Shares

Your vote is important, and we urge you to cast your vote as soon as possible. You may vote through the internet, by telephone, by mailing your completed proxy card (or voting instruction form, if you hold your shares through a broker, bank, or other nominee), or online during the Annual Meeting. For additional information regarding voting, refer to the section of this proxy statement captioned"Voting".

Adamas at a Glance

Adamas Trust, Inc. (NASDAQ: ADAM)is an internally-managed real estate investment trust (“REIT”) for U.S. federal income tax purposes focused on strategically deploying capital across complementary businesses to generate durable earnings and long-term value for stockholders through disciplined portfolio management and an operating platform designed to capture opportunities across real estate and capital markets. Our current investment portfolio includes credit sensitive single-family and multi-family assets, as well as other types of fixed-income investments such as Agency RMBS. Through our wholly-owned subsidiary, Constructive Loans, LLC (“Constructive”), we also originate business purpose loans for residential real estate investors. On September 3, 2025, we changed our name from New York Mortgage Trust, Inc. to Adamas Trust, Inc.

(1)Total Market Capitalization represents the outstanding shares of common stock and preferred stock multiplied by closing common stock and preferred stock market price as of December 31, 2025.

(2)Data as of December 31, 2025.

2025 Company Key Developments(1)

Our objective is togenerate durable earnings and long-term value for stockholders through disciplined portfolio management and an operating platform designed to capture opportunities across real estate and capital markets. To accomplish this, we focus on a disciplined and measured approach to portfolio growth and investing in high-quality, income-producing assets.

The 2025 fiscal year was a strategically significant year for Adamas, defined by our corporate rebranding, acquisition of Constructive, earnings growth and record investment activity. Through the disciplined execution of our strategy, we increased the Company's recurring income, enhanced liquidity and strengthened our operating platform. Set forth below are key Company developments from 2025:

(1)Unless otherwise stated, the measures used herein refer to our results as of or for the year ended December 31, 2025.

(2)Portfolio recourse leverage ratio represents the Company's outstanding recourse repurchase agreement financing divided by the Company's total stockholders' equity.

(3)Total warehouse capacity reflects maximum aggregate uncommitted principal amount of repurchase agreements related to our investment portfolio.

(4)EAD per share represents a non-GAAP financial measure. For a definition and description of EAD per share and a reconciliation of GAAP net income attributable to the Company's common stockholders per share to EAD per share, please see Appendix B attached hereto.

(5)Cumulative Stockholder Return includes common stock price price appreciation and common stock dividend reinvestment. Dividends assumed to be reinvested at the closing price on the ex-dividend date.

Stockholder Engagement and Say-On-Pay

What We Heard From Stockholders During The Engagement Process

Executive Compensation Highlights

The Compensation Committee of our Board of Directors is committed to reviewing our executive compensation program on a regular basis and making changes based on the current market compensation practices, governance trends, and the results of the advisory vote to approve our named executive officer ("NEO") compensation, amongst other factors. The following highlights certain key features of our 2025 executive compensation program:

(1)Other includes cash dividends paid on unvested restricted common stock and payments made upon settlement of vested dividend equivalent rights related to vesting of related restricted stock units and performance share units.

Equity Plan Highlights

Stockholders are being asked to approve the Third Amendment (the "Third Amendment") to the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan, as amended (also referred to herein as the "Stock Plan") to (i) increase the share reserve by 9,000,000 shares of common stock, (ii) expand the limit on annual compensation that can be paid to our non-employee directors (which is currently limited to equity compensation) to also include cash compensation and increase such limit to $750,000 annually on an aggregate basis and remove section 162(m) performance-based compensation exception limitations from the Stock Plan that are inapplicable as a result of tax law changes, (iii) extend the term of the Stock Plan by ten years and (iv) reflect our prior name change. Our Board of Directors has adopted (subject to stockholder approval) the Third Amendment and unanimously recommends that stockholders approve it. Over the course of the past four years, our Company has grown significantly, with employee headcount up more than 250% since December 31, 2020, the end of the fiscal year that preceded the second amendment to the Stock Plan. Moreover, over the course of the period that began December 31, 2020 and ended December 31, 2025, the size of our investment portfolio has expanded by more than 200%. As a result, the number of shares that we require in order to recruit and retain employees has grown over the life of the Stock Plan. As of April 1, 2026, assuming maximum payout of currently outstanding awards that may be earned under our 2024, 2025 and 2026 Long-Term Equity Incentive Programs, only 1,752,539 shares of our common stock remained available for issuance under the Stock Plan. We believe that the grant of awards, and the increase in the share reserve, under the Stock Plan is and will be helpful in aligning the interests of employees with the investment interests of our stockholders. We believe that the grant of awards under the Stock Plan is a necessary tool to attract, retain and motivate employees in a highly competitive marketplace and to ensure that our executive compensation is structured in a manner that aligns our executives’ interests with our success.

Responsible Plan Costs

•Reasonable number of additional shares requested pursuant to the Third Amendment - 9,000,000 shares requested.

•The increased share reserve resulting from the amendment would not have a significant potential dilutive effect. As of April 1, 2026, the proposed increase of 9,000,000 additional shares of common stock under the Stock Plan would be 8.5% of our “Fully Diluted Shares" (as defined below in Proposal No. 3).

•It is estimated that the increased share reserve resulting from the Third Amendment would allow us to continue to grant awards under the Stock Plan for the next five to six years.

•Our three-year average annual "burn rate" (which is based on shares of vested stock issued, restricted stock issued and performance, restricted and deferred stock units granted in each of the last three fiscal years, divided by the weighted average total number of our shares outstanding for those prior years) is 1.4%.

Stockholder-Friendly Plan Features

•No reuse or "recycling" of shares used to satisfy exercise price or tax withholding obligations.

•No dividends are paid on unvested awards granted to our executive officers under our current long-term equity incentive program.

•Equity awards granted to our named executive officers under the Stock Plan pursuant to our 2025 Long-Term EIP (as defined below) and 2026 Long-Term EIP (as defined below) are 60% performance-based and 40% time-based (at target level of performance).

•Restricted stock units granted to our officers and employees vest ratably over three years.

•No discounted options or related awards may be granted.

•No repricing of options or stock appreciation rights permitted without stockholder approval.

•No non-employee director may receive during any one year aggregate compensation (including both equity awards and cash compensation) with a value, determined on the grant date, for any equity awards, exceeding $750,000.

•Awards are subject to potential reduction, cancellation, forfeiture or other clawback under certain specified circumstances.

•The Compensation Committee, which consists only of non-employee directors who are "independent" under the listing standards of the Nasdaq Stock Market, administers the plan.