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Form 8-K

sec.gov

8-K — Lument Finance Trust, Inc.

Accession: 0001104659-26-088788

Filed: 2026-07-30

Period: 2026-07-24

CIK: 0001547546

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2621691d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2621691d1_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 24, 2026

LUMENT

FINANCE TRUST, INC.

(Exact name of registrant as specified in its

charter)

Maryland

001-35845

45-4966519

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

230

Park Avenue, 20th Floor

New

York, New York

10169

(Address of principal executive offices)

(212) 317-5700

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which

registered

Common

Stock, $0.01 par value per share

LFT

New

York Stock Exchange

7.875%

Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share

LFTPrA

New

York Stock Exchange

Indicate by check mark whether

the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or

Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 3.01 Notice of Delisting or

Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 24, 2026, Lument Finance Trust, Inc.

(the “Company”) received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that

the Company is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s

common stock was less than $1.00 over a consecutive 30 trading-day period.

The

notice is a notice of deficiency, not delisting, and does not currently impact the listing and trading of the Company’s common

stock on the NYSE.

In accordance with NYSE rules, the Company intends

to notify the NYSE timely of its intent to regain compliance with the minimum share price requirement. The Company may regain compliance

at any time during the six-month cure period following receipt of the Notice if, on the last trading day of any calendar month during

the cure period, the Company’s common stock has a closing share price of at least $1.00 and an average closing share price of at

least $1.00 over the 30 trading-day period ending on such date.

The Company’s common stock will continue

to be listed and traded on the NYSE during the cure period, subject to the Company’s continued compliance with the NYSE’s

other continued listing standards.

The Company intends to continue monitoring the

market price of its common stock and is considering all available alternatives to regain compliance with the NYSE minimum share price

requirement. Such alternatives may include a reverse stock split, subject to any required corporate approvals. The Company has not committed

to any particular course of action at this time.

Item 7.01 Regulation FD Disclosure.

As required by NYSE rules,

on July 30, 2026, the Company issued a press release announcing receipt of the Notice described in Item 3.01 above. A copy of the press

release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information disclosed in this Item 7.01 including

Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall

it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),

or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward Looking Statements

Certain

statements included in this Form 8-K constitute 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. These forward-looking

statements include, without limitation, statements regarding the Company’s plans, intentions, expectations, objectives or ability

to regain compliance with the NYSE’s continued listing standards, including a potential reverse stock split and intention to consider

alternatives to cure the NYSE continued listing requirement deficiency. You are cautioned not to place undue reliance on forward-looking

statements in this Form 8-K and should consider carefully the factors described in Part I, Item IA “Risk Factors” in the

Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which is available on the SEC’s website at www.sec.gov,

and in the Company’s other filings with the SEC, when 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 the Company’s control. Except

as required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise.

Item 9.01 Exhibits.

(d) Exhibits.

99.1 Press Release of Lument Finance Trust, Inc.,

dated July 30, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL

document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LUMENT Finance

Trust, Inc.

Date: July 30, 2026

By:

/s/ James A.

Briggs

James A. Briggs

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2621691d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Lument Finance Trust

Receives NYSE Continued Listing Standard Notice

New York, NY, July

30, 2026/PRNewswire – Lument Finance Trust, Inc. (NYSE: LFT) (“LFT” or the “Company”)

today announced that it received notice from the New York Stock Exchange (the “NYSE”) that the Company is not in compliance

with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s common stock was less

than $1.00 over a consecutive 30 trading-day period.

The notice is a notice

of deficiency, not delisting, and does not currently impact the listing and trading of the Company’s common stock on the NYSE.

As required by NYSE rules,

the Company intends to timely notify the NYSE of its intent to regain compliance with the minimum share price requirement. The Company

may regain compliance at any time during the six-month cure period, which ends on January 24, 2027, if, on the last trading day of any

calendar month during the cure period, the Company’s common stock has a closing share price of at least $1.00 and an average closing

share price of at least $1.00 over the 30 trading-day period ending on such date.

The Company’s common

stock will continue to be listed and trade on the NYSE during the cure period, subject to the Company’s continued compliance with

the NYSE’s other continued listing standards.

The Company intends to

continue monitoring the market price of its common stock and is considering all available alternatives to regain compliance with the NYSE

minimum share price requirement. Such alternatives may include a reverse stock split, subject to any required corporate approvals. The

Company has not committed to any particular course of action at this time.

About LFT

LFT is a Maryland corporation focused

on investing in, financing and managing a portfolio of commercial real estate debt investments. The Company primarily invests in

transitional floating rate commercial mortgage loans with an emphasis on middle-market multi-family assets. LFT is externally managed

and advised by Lument Investment Management, LLC, a Delaware limited liability company.

Additional Information and Where to Find It

Investors, security holders and other interested

persons may find additional information regarding the Company at the SEC’s Internet site at http://www.sec.gov/, the Company

website www.lumentfinancetrust.com, or by directing requests to: Lument Finance Trust, 230 Park Avenue, 20th Floor, New York, NY 10169,

Attention: Investor Relations.

1

Forward Looking Statements

Certain statements included

in this press release constitute 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. These forward-looking statements include, without

limitation, statements regarding the Company’s plans, intentions, expectations, objectives or ability to regain compliance with

the NYSE’s continued listing standards, including a potential reverse stock split and intention to consider alternatives to cure

the NYSE continued listing requirement deficiency. You are cautioned not to place undue reliance on forward-looking statements in this

press release and should consider carefully the factors described in Part I, Item IA “Risk Factors” in the Company’s

Annual Report on Form 10-K for the year ended December 31, 2025, which is available on the SEC’s website at www.sec.gov,

and in the Company’s other filings with the SEC, when 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 the Company’s control. Except

as required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements,

whether as a result of new information, future events or otherwise.

Investor Relations

Contact:

James Briggs

Chief Financial Officer

(212) 521-6323

james.briggs@lument.com

Media Contact:

Tyler Howard

Associate Director

(513) 403-1911

tyler.howard@lument.com

2

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