Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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April 30, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Lument Finance Trust, Inc., a Maryland corporation, to be held on June 10, 2026 at 10:00 a.m., Eastern Time, via live webcast at www.virtualshareholdermeeting.com/LFT2026. During the meeting, we will discuss each item of business described in the attached Notice of Annual Meeting of Stockholders and accompanying Proxy Statement.

We have elected to provide access to our proxy materials over the internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the internet increases the ability of our stockholders to access the information they need, while reducing the environmental impact of the Annual Meeting. For more information, please see the Questions and Answers section of the accompanying Proxy Statement.

We hope you will be able to attend the meeting. This year, our meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively online via live webcast. Your vote is important. Whether or not you expect to attend the virtual meeting, please vote your proxy so your shares will be represented at the meeting.

On behalf of the board of directors, I extend our appreciation for your continued support.

April 30, 2026

Dear Stockholder:

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Lument Finance Trust, Inc., a Maryland corporation, will be held on June 10, 2026, at 10:00 a.m., Eastern Time, via live webcast at www.virtualshareholdermeeting.com/LFT2026. The purposes of the Annual Meeting are to:

The record date for the 2026 Annual Meeting is April 14, 2026. If you held shares of common stock of Lument Finance Trust, Inc. at the close of business on that date, you are entitled to notice of and to vote at the Annual Meeting, or any adjournment or postponement thereof.

We are pleased to save costs and help protect the environment using the “Notice and Access” method of delivery for our proxy materials. Beginning on or about April 30, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) will be mailed to our stockholders of record on April 14, 2026. In addition, the Proxy Statement, the accompanying proxy card and our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”) are available at www.proxyvote.com. As more fully described in the Notice of Internet Availability, all stockholders may choose to access these materials online or may request printed or emailed copies.

Your vote is important. Whether or not you are able to attend the meeting via live webcast, please vote via the Internet, the toll-free telephone number, or by returning the enclosed proxy card by mail so that your shares may be represented at the meeting. Stockholders of record who attend the meeting may vote their common stock via live webcast, even though they have sent in proxies. The ballot you submit at the 2026 Annual Meeting will supersede any prior vote.

Beneficial Owners. You are a beneficial owner if, at the close of business on the Record Date, your shares were held in a brokerage account or by a bank or other holder of record and not in your name. Being a beneficial owner means that, like most of our stockholders, your shares are held in “street name.” As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares by following the voting instructions your broker or other nominee provides. If you do not provide your broker or nominee with instructions on how to vote your shares, your broker or nominee will be able to vote your shares with respect to Proposal 3 (ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026) but will NOT be able to vote your shares with respect to the other proposals (Proposals 1 and 2). Please see “What if I return a signed proxy or voting instruction form, but do not specify how my shares are to be voted?” for additional information.

We have requested that banks, brokerage firms and other nominees that hold common stock on behalf of beneficial owners as of the close of business on the Record Date forward these materials, together with a proxy card or voting instruction form, to beneficial owners. We have agreed to pay the reasonable expenses of the banks, brokerage firms and other nominees for forwarding these materials.

Other than matters incident to the conduct of the Annual Meeting and those set forth in this Proxy Statement, we do not know of any business or proposals to be considered at the Annual Meeting. If any other business is proposed and properly presented at the Annual Meeting, the proxies received from our stockholders give the proxy holders the authority to vote on such matters in their discretion.

will be conducted virtually via live webcast at www.virtualshareholdermeeting.com/LFT2026. Please note that stockholders will need their unique control number which appears on their Notice of Internet Availability, the proxy card (printed in the box and marked by the arrow), and the instructions that accompanied the proxy materials in order to access the live webcast. Beneficial stockholders who do not have a control number may gain access to the meeting by logging into their bank, brokerage firm or other nominee website and selecting the shareholder communications mailbox to link through to the Annual Meeting. Instructions should also be provided on the voting instruction form provided by your broker, bank, or other nominee.

If your shares are held in street name, you should follow the voting instructions provided by your bank, broker or other nominee.

If you return your signed proxy card or use Internet or telephone voting before the Annual Meeting, we will vote your shares as you direct.

With respect to Proposal 1 (the election of directors), you may vote “FOR” all nominees, “WITHHOLD” your vote as to all nominees, or vote “FOR” all nominees except those specific nominees from whom you “WITHHOLD” your vote. Director nominees will be elected by a plurality of votes cast, which means that the director nominees receiving the highest number of votes will be elected. Only “FOR” and “WITHHOLD” votes will affect the outcome. Abstentions and broker non-votes will have no effect on Proposal 1.

With respect to Proposal 2 (the non-binding advisory vote to approve the compensation of our named executive officers), you may vote “FOR,” “AGAINST” or “ABSTAIN.” The vote to approve the compensation of our named executive officers is an advisory vote only and, therefore, the result of that vote will not be binding on the board of directors. The board of directors, however, values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for our named executive officers. The non-binding advisory vote to approve the compensation of our named executive officers requires a majority of the votes cast “FOR” this proposal. Abstentions and broker non-votes will have no effect on Proposal 2.

With respect to Proposal 3 (the ratification of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026), you may vote “FOR”, “AGAINST” or “ABSTAIN.” The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 requires a majority of the votes cast “FOR” this proposal. Abstentions will have no effect on the voting of Proposal 3.

Beneficial Owners. If you hold your shares in street name through a bank, broker or other nominee, the bank, broker or nominee that holds your shares may vote your shares only on those proposals on which it has discretion to vote. Under the rules of the New York Stock Exchange (the “NYSE”), your bank, broker or nominee has discretion to vote your shares on routine matters (Proposal 3), but does not have discretion to vote your shares on non-routine matters (Proposals 1 and 2). Therefore, if you do not instruct your bank, broker or nominee as to how to vote your shares on Proposals 1 and 2, this would be a “broker non-vote,” and your shares would not be counted as having been voted on the proposal. We therefore strongly encourage you to instruct your bank, broker or nominee on how you wish to vote your shares.

Beneficial Owners. If you hold your shares in street name and you do not provide the bank, broker or other nominee that holds your shares with voting instructions, the broker or other nominee will determine if it has the discretionary authority to vote on the particular matter. Under NYSE rules, brokers and other nominees have the discretion to vote on Proposal 3, a routine matter, but do not have discretion to vote on Proposals 1 and 2, non-routine matters. Therefore, if you do not provide voting instructions to your broker or other nominee, your broker or other nominee may only vote your shares on Proposal 3 and any other routine matters properly presented for a vote at the Annual Meeting.

If your shares are held in street name, you should follow the instructions provided by the bank, broker or nominee that holds your shares to change your vote or revoke your proxy.

2027 Annual Meeting of Stockholders must be received by us at our corporate offices no later than December 31, 2026 (120 days preceding the one-year anniversary of the mailing date of this Proxy Statement) and must satisfy the conditions established by the SEC for stockholder proposals to be included in our proxy statement and form of proxy for that meeting.

Other Stockholder Proposals. Pursuant to our bylaws, a stockholder desiring to nominate an individual for election to the board of directors or propose any matter for consideration at the 2027 Annual Meeting of Stockholders, other than through inclusion in our proxy materials, must notify the Company’s secretary of such proposal in writing at the Company’s offices not earlier than December 1, 2026 (150 days prior to the one-year anniversary of the mailing date of this Proxy Statement) and not later than 5:00 p.m., Eastern Time, on December 31, 2026 (120 days prior to the one-year anniversary of the mailing date of this Proxy Statement). The public announcement of a postponement or adjournment of an annual meeting will not commence a new time period for the giving of a stockholder’s notice as described above. A stockholder’s notice must contain the information specified in, and otherwise comply with, our bylaws.

To comply with the SEC’s new universal proxy rules, a stockholder who intends to solicit proxies in support of director nominees other than our nominees must provide notice to us that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 11, 2027 (or, if the 2027 annual meeting of stockholders is held more than 30 days before or after June 10, 2027, then no later than the later of 60 days prior to the 2027 annual meeting of stockholders or the tenth day following the day on which we first publicly announce the date of the 2027 annual meeting of stockholders).

McDonough School of Business at Georgetown University and JD from Columbia University Law School. As a consequence of over 20 years of experience in real estate finance, Mr. Flynn is well qualified to provide valuable advice to our board of directors in many important areas.

Neil A. Cummins. Mr. Cummins has been an independent director on our board of directors since the closing of our initial public offering in March 2013. Mr. Cummins is chairman of the nominating and corporate governance committee and is a member of the audit and compensation committees. Mr. Cummins has been active in international financial markets for over 40 years. Mr. Cummins is a member of the board of directors of North Square Investments, LLC, a private SEC-registered investment management firm. Mr. Cummins was Chairman of Oak Ridge Investments, LLC, a privately-owned investment manager, from 2013 to 2018. Mr. Cummins held global management roles with Barclays Capital from 1997 to 2012, including founding Management Committee member, Global Head of Distribution and Research, Global Head of Strategic Relationship Management and voting member of the Barclays Bank Group Credit Committee. Mr. Cummins also served on the board of directors of iBoxx Limited and the International Index Company from 2003 to 2006. From 1985 to 1997, Mr. Cummins was a Managing Director of Morgan Stanley and served on the board of directors of Morgan Stanley Bank Luxembourg SA and the Supervisory Board of Morgan Stanley Bank AG Frankfurt. Prior to 1985, Mr. Cummins worked in the international financial markets, principally with Mellon Bank N.A. Mr. Cummins graduated with a B.A. in Economics from Indiana University, Bloomington. As a consequence of over 40 years of experience in international financial markets, Mr. Cummins is well qualified to provide valuable advice to our board of directors in many important areas.

William A. Houlihan. Mr. Houlihan has been an independent director on our board of directors since the listing of our common stock on the NYSE in March 2013. Mr. Houlihan is the lead independent director and chairman of the audit committee and is a member of the nominating and corporate governance committee. Mr. Houlihan has more than 40 years of diversified financial sector and business experience. Since April 2025, Mr. Houlihan has served as a director, the audit committee chairman, and member of each of the compensation committee and the nominating and governance committee of Webull Corporation (NASDAQ: BULL), an international brokerage firm. Mr. Houlihan served as a member of the board of directors of Angel Pond Holdings Corporation (NYSE: POND) from May 2021 to December 2022. Mr. Houlihan served from June 2018 to July 2019 as the Chief Financial Officer of Thunder Bridge Acquisition Ltd. and served from August 2019 to June 2021 as the Chief Financial Officer of Thunder Bridge Acquisition II, Ltd. Mr. Houlihan served from February 2021 to December 2023 as Chief Financial Officer of Thunder Bridge Capital Partners III Inc. and served from July 2021 to December 2024 as Chief Financial Officer of Thunder Bridge Capital Partners IV Inc. He served from November 2012 to June 2023 as a director and audit committee chairman for MAXEX, LLC, a privately-owned residential mortgage loan trading business. He has served since 2009 as a director and financial expert on the audit committee of Avem Health Partners, previously known as First Physicians Capital Group, a healthcare investment company, which was publicly traded prior to completion of a going-private transaction in January 2015, from April 2013 to September 2014 as Non-Executive Chairman of its board of directors and since May 2013 as the chairman of its audit committee. Mr. Houlihan served from July 2013 to June 2015 as lead independent director and chairman of the audit committee of Tiptree, Inc., or Tiptree (NASDAQ: TIPT), a publicly-traded financial services holding company; and from August 2010 to July 2013 as lead independent director and chairman of the audit committee for Care Investment Trust, a publicly-traded healthcare REIT, which merged with Tiptree in July 2013. From 2003 to 2010, he was a director of SNL Financial, a privately-owned financial information company, and in addition, from 1998 to 2012 he was a director and shareholder of a family-owned commercial real estate investment partnership. Mr. Houlihan graduated with an M.B.A. in Finance from New York University Graduate School of Business and a B.S. in Accounting from Manhattan College. In addition, he was licensed as a Certified Public Accountant, but his license is currently inactive. From January 2017 to December 2021, he served as an adjunct professor at the Feliciano School of Business at Montclair State University. As a consequence of Mr. Houlihan’s over 40 years of pertinent experience, qualifications and skills, including significant financial expertise and literacy, he is well qualified to provide significant and relevant expertise and advice to our board of directors in relation to many areas, including accounting and financial matters.

James C. (“Chris”) Hunt. Mr. Hunt joined our board of directors in January 2018 and is a member of the compensation committee. Mr. Hunt previously served as our Chairman from January 2019 until January 2020. Mr. Hunt has over 30 years of experience in real estate, real estate finance and corporate governance and management. He currently serves as the Chief Executive Officer and President of Hunt Companies, Inc.

(“Hunt”) and has been a member of the Hunt board of directors since 2001. In addition, he serves as Chief Executive Officer and is on the board of directors of various Hunt subsidiaries and affiliates. Mr. Hunt also oversees Hunt’s private market real estate development and acquisition activities, which includes market rate residential properties and mixed-use retail developments. As of February 2026, Mr. Hunt became Chairman of the Board of Kelly Services, Inc. (NASDAQ: KELYA; KELYB) and serves on its Compensation and Talent Management Committee as well as serving as the Chair of its Corporate Governance and Nominating Committee.

At Hunt, Mr. Hunt is responsible for establishing relationships with development and financial partners. Mr. Hunt began his career at Hunt in 1993 as Project Developer for Hunt’s construction division, was later appointed Vice President, Executive Vice President and subsequently President. Mr. Hunt received a B.A. in Economics and an MBA from the University of Texas, Austin. As a consequence of over 30 years of experience in real estate, real estate finance and corporate governance and management, Mr. Hunt is well qualified to provide valuable advice to our board of directors in many important areas.

Walter C. Keenan. Mr. Keenan has been an independent director on our board of directors since 2015. Mr. Keenan is chairman of the compensation committee and is a member of the audit and nominating and corporate governance committees. Mr. Keenan has over 35 years of experience in the financial services industry as an advisor, investor and executive manager. Mr. Keenan has been a private investor and consultant to insurance and financial services companies since March 2022. From July 2013 to March 2022, he served as Chief Executive Officer of Advantage Insurance Inc., a specialty insurance group serving the insurance needs of high net worth individuals and business owners worldwide. Earlier in his career, Mr. Keenan served as an independent director and audit committee chair of Republic Companies, Inc., a regional property and casualty insurance company and as Chairman of Medicus Insurance Holdings, Inc., a provider of professional liability insurance to physicians, from 2006 until its sale to NORCAL Mutual Insurance Company in 2011. Mr. Keenan previously worked in private equity as President of JMP Capital, the principal investments group of JMP Group LLC from 2007 to 2011 and as a Principal of The Cypress Group from 2005 to 2007. Mr. Keenan began his career at Morgan Stanley, where he worked in investment banking from 1989 to 2003. Mr. Keenan received a Bachelor of Arts degree with Honors from Southern Methodist University. As a consequence of his extensive experience in financial services, including insurance industry leadership, investment banking, private equity and audit committee service, Mr. Keenan is well qualified to provide valuable advice to our board of directors in many important areas.

Marie D. Reynolds. Ms. Reynolds has been a director on our board of directors since June 15, 2022. Ms. Reynolds was designated as a nominee by Lument IH pursuant to a director designation agreement that we entered into with Lument IH on April 26, 2022. See “Transactions with Related Persons” for more information regarding the director designation agreement with Lument IH. Ms. Reynolds is currently Chief Financial Officer and Chief Operating Officer of Boston Financial Investment Management, LP (“Boston Financial”), a leader in the affordable housing industry. Ms. Reynolds joined Boston Financial in 1995 and has over 30 years of progressive experience in financial analysis and reporting within the affordable housing and Low-Income Housing Tax Credit (LIHTC) industry. In her role as CFO and COO, Ms. Reynolds sets financial and organizational policies for Boston Financial and works with senior executives to set strategic direction and develop policies that have organization-wide impact. Ms. Reynolds is a member of Boston Financial’s Executive Committee and Investment Committee and is an active participant in several initiatives sponsored by Boston Financial’s parent company, ORIX USA, which acquired Boston Financial in July 2016. Ms. Reynolds began her career at Boston Financial, first as an Assistant Controller of the Tax Credit Funds, then as a Senior Financial Analyst in the corporate reporting group. From 1999-2009, she served as the Business Unit Controller under the Lend Lease and MuniMae ownerships. She was promoted to Executive Vice President and Director of Finance, Reporting and Treasury in 2009 and subsequently named Chief Financial Officer in 2014 and Chief Operating Officer in 2020 in conjunction with the acquisition of a significant affordable housing portfolio. Prior to joining Boston Financial, Ms. Reynolds worked in the financial reporting functions at Liberty Real Estate Group and Lehman Brothers from 1989-2005. Ms. Reynolds holds an MBA from Suffolk University and a B.B.A. from Siena College. As a consequence of over 35 years of experience in financial services, Ms. Reynolds is well qualified to provide valuable advice to our board of directors in many important areas.

All director nominees were approved by the nominating and corporate governance committee for inclusion in our proxy card for the Annual Meeting.

Our board of directors recommends that the stockholders vote “FOR” the election of each of the nominees named above.

Our business is managed by the Manager, subject to the supervision and oversight of our board of directors, which has established investment guidelines for the Manager to follow in its day-to-day management of our business. Our directors stay informed about our business by attending meetings of our board of directors and its committees and through supplemental reports and communications.

The NYSE requires that a majority of our board of directors must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship which, in the opinion of our board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors undertakes periodic reviews of director independence. In such reviews, the board of directors considers transactions and relationships between (1) each director, entities with which such person is affiliated and/or any member of such person’s immediate family, and (2) the Company and its subsidiaries and affiliates, in order to ascertain whether any such relationships or transactions are inconsistent with a determination that such person is “independent” in accordance with applicable rules and regulations of the NYSE, applicable law, and the rules and regulations of the SEC. The board of directors bases its determinations primarily on a review of the responses of such persons to questions regarding employment and compensation history, affiliations and family and other relationships between the Company, the directors, and entities with which such persons are affiliated, discussions and analyses with respect to the foregoing, and the recommendations of the nominating and corporate governance committee.

Our board of directors has affirmatively determined that all persons who served as directors of the Company during any part of the 2025 calendar year, and all current directors, were and are “independent” for purposes of Section 303A of the Listed Company Manual of the NYSE, with the exceptions of Mr. Flynn, who is the Company’s Chairman of the Board and Chief Executive Officer, and Ms. Reynolds, who is employed by Boston Financial, an affiliate of the Manager. Each individual who was a member of the Company’s audit committee, compensation committee, and nominating and corporate governance committee during any part of the 2025 calendar year has been determined by our board of directors to be independent in accordance with such standards as well. In determining the independence of directors, in addition to confirming that none of the automatic disqualifications prescribed by the NYSE are applicable to such persons, the board of directors also affirmatively determined that each person found to be independent has no direct or indirect material relationship with the Company or its subsidiaries. As none of Messrs. Cummins, Houlihan, Keenan or Hunt had or has any direct or indirect relationship with the Company or its subsidiaries, our board of directors affirmatively determined each of them to be independent.

Board refreshment over time is critical to ensuring that the board of directors maintains an appropriate balance of tenure and diversity of skills and experience. Our board of directors believes that it is desirable to maintain a mix of longer-tenured, experienced directors, who have developed increased knowledge and insight into our business, and newer directors with fresh perspectives and new ideas. However, our board of directors does not believe that age and term limits on directors’ service are appropriate and does not currently maintain any such standards. In considering whether to nominate an incumbent director for re-election to our board of directors, the nominating and corporate governance committee will consider, among other things, the expertise, experience, background and perspectives of the director and their ongoing contributions to the Board and its committees. Each director’s continued tenure will be considered annually as part of the board’s annual self-evaluation and nomination process.

During the fiscal year ended December 31, 2025, our board of directors held five (5) meetings. During that period, no director attended fewer than 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she was a director, and (ii) the total number of meetings held by all committees of our board of directors during the period that he or she served on such committees.

Our independent directors may meet in executive session at the end of directors’ meetings to consider such matters as they deem appropriate without the Company’s Chief Executive Officer or other management present. Mr. Houlihan, our lead independent director, acts as the chair of the executive sessions of the independent directors.

Our board of directors has three standing committees: the audit committee (established in accordance with Section 3(a)(58)(A) of the Exchange Act); the compensation committee; and the nominating and corporate governance committee. Each of these committees has three directors and is composed exclusively of independent directors, as defined by the listing standards of the NYSE. Moreover, the compensation committee is composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directors and will, at such times as we are subject to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, qualify as outside directors for purposes of Section 162(m) of the Internal Revenue Code.

The audit committee is comprised of Messrs. Cummins, Houlihan and Keenan, each of whom are “financially literate” under the rules of the NYSE. Each of Messrs. Cummins, Houlihan and Keenan is an independent director. Mr. Houlihan is the chair of our audit committee, and our board of directors has determined that Mr. Houlihan qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K based on his education and experience in his field. The board of directors has further determined that Mr. Houlihan’s service on and as the chairman of two additional audit committees, as described above, consisting of service as the audit committee chairman of one additional public company and one private company, will not impair his ability to effectively serve on our audit committee, including as the committee’s chair and audit committee financial expert. See “Biographical Information for Nominees” in this Proxy Statement for additional information on Mr. Houlihan’s service on, and as the chairman of, certain other audit committees.

The audit committee operates under a written charter adopted by our board of directors, a current copy of which is available in the “Investor Relations” section of our website at lumentfinancetrust.com under the “Corporate Governance” tab. As set forth in the audit committee charter, the audit committee assists our board of directors in overseeing, among other things:

The audit committee is also responsible for engaging our independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls.

The audit committee, consistent with the Sarbanes-Oxley Act of 2002 and the rules adopted thereunder, meets with management and the auditors prior to the filing of all periodic reports under the Exchange Act, and prior to the filing of officers’ certifications with the SEC to receive information concerning, among other things, significant deficiencies, if any, in the design or operation of our internal controls.

The audit committee met four (4) times during the year ended December 31, 2025.

The compensation committee is comprised of Messrs. Cummins, Hunt and Keenan, each of whom is an independent director. Mr. Keenan is the chair of our compensation committee.

The compensation committee operates under a written charter adopted by our board of directors, a current copy of which is available in the “Investor Relations” section of our website at lumentfinancetrust.com under the “Corporate Governance” tab.

In general, the compensation committee has authority and responsibility for the review, evaluation and approval of the compensation structure and levels for all of our executive officers, if applicable. The compensation committee’s responsibilities include, among other things:

In fulfilling its responsibilities, the compensation committee is entitled to delegate certain of its responsibilities to a subcommittee. The compensation committee, however, may not delegate its duties relating to the determination of our Chief Executive Officer’s compensation, if applicable, its duty to review and approve compensation for all other officers from time to time, if applicable, or its duty to manage and periodically review any equity incentive plans adopted in the future.

The compensation committee met one (1) time during the year ended December 31, 2025. The compensation committee did not engage a compensation consultant for the year ended December 31, 2025 because the Manager compensates all of our officers and the other personnel who provide services, all of whom are employed by the Manager or its affiliates.

The nominating and corporate governance committee is comprised of Messrs. Cummins, Houlihan and Keenan, each of whom is an independent director. Mr. Cummins is the chair of our nominating and corporate governance committee.

The nominating and corporate governance committee operates under a written charter adopted by our board of directors, a current copy of which is available in the “Investor Relations” section of our website at lumentfinancetrust.com under the “Corporate Governance” tab.

The nominating and corporate governance committee’s responsibilities include, among other things:

The nominating and corporate governance committee met one (1) time during the year ended December 31, 2025.

The nominating and corporate governance committee is responsible for reviewing with our board of directors, on an annual basis, the appropriate characteristics, skills and experience required for our board of directors as a whole and its individual members. While the nominating and corporate governance committee has established no minimum eligibility requirements for candidates to serve on our board of directors, in performing its duties, the nominating and corporate governance committee considers any criteria it deems appropriate, including but not limited to the following criteria:

Each director nominee must also possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The nominating and corporate governance committee may, in its discretion, consider diversity of skills and experience in identifying nominees for directors. Our board of directors evaluates each individual in the context of the board of directors as a whole, with the objective of assembling a group that can best represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas. In determining whether to recommend a director for re-election, the nominating and corporate governance committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of our board of directors. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively and should be committed to serving on our board of directors for an extended period of time.

In accordance with its charter, the nominating and corporate governance committee identifies individuals that are qualified, consistent with the criteria it deems appropriate, including but not limited to the criteria listed above, to become or continue serving as our directors and that are willing and available to serve. At an appropriate time prior to each annual meeting of stockholders at which directors are to be elected or reelected, the nominating and corporate governance committee recommends such individuals to our board of directors to be nominated by our board of directors and submitted to the stockholders for election at the annual meeting.

We believe that the members of our board of directors represent a desirable combination of backgrounds, skills and experiences, and they all share the personal attributes of effective directors described above. Included in the biographical information set forth above are some of the specific experiences and skills of our directors that led the board to conclude that, in light of our business and structure, such individuals should serve as members of the board of directors.

Pursuant to its charter, the nominating and corporate governance committee will review and consider any nominations of director candidates validly made by stockholders in accordance with applicable laws, rules and regulations, and our charter and bylaws on the same basis that it considers all other candidates recommended to

it. In accordance with our bylaws, to recommend a director candidate to the nominating and corporate governance committee, a stockholder must provide us with a written notice that contains all information relating to such person that is required to be disclosed in connection with solicitations of proxies for election of directors in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder. In addition, the notice must be accompanied by a certificate executed by such person (i) certifying that such person (a) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than us in connection with service or action as a director that has not been disclosed to us and (b) will serve as our director if elected; and (ii) attaching a completed director questionnaire (which questionnaire shall be provided by the Company, upon request, to the stockholder providing the notice and shall include all information relating to such person that would be required to be disclosed in connection with the solicitation of proxies for the election of such person as a director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange or over-the-counter market).

If a stockholder wishes to formally nominate a candidate, he or she must follow the procedures described in our bylaws. All director candidate recommendations and formal nominations for membership to our board of directors for the Annual Meeting must be sent to our principal executive offices and received by the date specified for stockholder proposals. See “Q. What is the deadline and the procedure for proposing actions for consideration at our 2027 Annual Meeting of Stockholders?” above. The presiding officer at the Annual Meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

We believe that directors’ attendance at annual meetings can provide investors with an opportunity to communicate with directors about issues affecting the Company. In furtherance of our objective to provide investors with open lines of communication to the directors, we have adopted a policy that our directors will make reasonable efforts to attend annual meetings of stockholders. The Company held its 2025 Annual Meeting of Stockholders on June 12, 2025, which was attended by all the members of our board of directors.

To send communications to our board of directors, the independent directors as a group, or any of the directors individually, interested parties (including, but not limited to, stockholders) may contact them in writing at Lument Finance Trust, Inc., 230 Park Avenue, 20^th Floor, New York, NY 10169 or by telephone at (212) 317-5700. All communications will be compiled and submitted to our board of directors or the individual directors on a periodic basis, unless there are safety or security concerns that mitigate against further transmission of the communications, as determined by the Corporate Secretary in consultation with the Company’s legal counsel. Our board of directors or individual director so addressed shall be advised of a communication withheld for safety or security reasons as soon as practicable.

Interested parties (including, but not limited to, stockholders) that wish to make concerns known to our independent directors may also do so by calling the Whistleblower Anonymous Hotline number listed on the “Contact Us” section of our website at lumentfinancetrust.com and indicating they would like the matter referred to such directors.

Our board of directors has adopted both a Code of Business Conduct and a Policy Against Insider Trading that are applicable to all of our executive officers and other personnel, including our chief executive officer, our chief financial officer, our chief accounting officer, our controller, and persons performing similar functions for the Company. The Code of Business Conduct and the Policy Against Insider Trading establish policies and procedures that we believe promote adherence to, and the conduct of business according to, the highest ethical standards. Our Code of Business Conduct and our Policy Against Insider Trading are available on the “Investors Relations” section of our website at lumentfinancetrust.com under the “Corporate Governance” tab.

Our board of directors has adopted a set of Corporate Governance Guidelines, which describe our corporate governance practices and policies and provide a framework for the governance of our board of directors. The nominating and corporate governance committee is responsible for overseeing these guidelines and reporting and making recommendations to our board of directors concerning corporate governance matters. From time to time, the nominating and corporate governance committee reviews our Corporate Governance Guidelines and, if necessary, recommends changes to the full board of directors. Our current Corporate Governance Guidelines are available in the “Investors Relations” section of our website at lumentfinancetrust.com under the “Corporate Governance” tab.

Our business is conducted day-to-day by our officers and the Manager, under the direction of our Chief Executive Officer and the oversight of our board of directors, to enhance our long-term value for our stockholders. Our board of directors is elected by our stockholders to oversee our officers and the Manager and to assure that the long-term interests of the stockholders are being served.

Historically, our board of directors has appointed a chairman of the board, who may or may not be our chief executive officer. If the individual appointed as chairman of the board is our chief executive officer or is not an independent director, our board of directors will also appoint a lead independent director. Our board believes that it should have the flexibility to select the chairman and its board leadership structure, from time to time, based on the criteria that it deems to be in the best interest of the Company and its stockholders.

On March 12, 2020, our board of directors appointed James P. Flynn, who at the time served as our Chief Executive Officer, as our Chairman. If re-elected, Mr. Flynn, who currently serves as our Chief Executive Officer, will continue to serve as our Chairman. William A. Houlihan is, and, if re-elected, will continue to serve as, our lead independent director. Our lead independent director chairs executive sessions of the independent directors of the board of directors and otherwise serves as a liaison between the independent directors, the full board of directors and management.

Our board of directors recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. Our board of directors understands that there is no single, generally accepted approach to providing board leadership and the right board leadership structure may vary as circumstances warrant. Consistent with this understanding, our independent directors consider the board’s leadership structure on an annual basis.

Our board of directors is responsible for overseeing our risk management policies and practices. Our executive officers, who are responsible for our day-to-day risk management practices, regularly present to our board of directors on our overall risk profile and the processes by which such risks are mitigated. The Manager’s employees also regularly report to our board of directors on various matters related to our risk exposure. Through regular and consistent communication, the Manager provides reasonable assurances to our board of directors that all of our material operational and investment risks, including among others, liquidity risk, interest rate risk, capital market risk and cybersecurity risk, are being addressed. We do not believe that our board of directors’ role in risk oversight affects its leadership structure (discussed above), however, we believe that our board of directors’ ability to discharge its risk oversight duties is enhanced by the service of our Chief Executive Officer as a director.

Under federal securities laws, our executive officers, directors and any persons beneficially owning more than 10% of a registered class of our equity securities are required to report their ownership and any changes in that ownership to the SEC. These persons are also required by SEC rules and regulations to furnish us with copies of these reports.

Based solely on a review of the reports furnished to the Company, or written representations from reporting persons that all reportable transactions were reported, the Company believes that during the fiscal year ended December 31, 2025 the Company’s officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a).

James P. Flynn. See “Proposal One - Election of Directors” above.

Greg D. Calvert. Mr. Calvert is President of Lument Finance Trust and a member of the Investment Committee of our Manager. Mr. Calvert has more than 35 years commercial real estate finance experience. He is currently Senior Managing Director and Chief Credit Officer for Lument Real Estate Capital Holdings, LLC (“Lument”), the parent company of our Manager, where he is directly responsible for the credit functions, including credit review, approvals, and credit policy and is a member of the investment committee. Lument is a subsidiary of ORIX USA and ORIX. Mr. Calvert previously served as Chief Credit Officer, Agency Lending at Lument, following Lument’s acquisition of Hunt Real Estate Capital in January of 2020. Mr. Calvert joined Hunt Real Estate Capital in 1995. He served as the chief underwriter for the Fannie Mae Multifamily Affordable Housing and Freddie Mac Targeted Affordable Housing programs, as well as head of Hunt Real Estate Capital’s affordable multifamily housing and credit department. Before that, he oversaw Hunt Real Estate Capital’s underwriting platform for all debt and equity investments and was responsible for building out the firm’s Federal Housing Authority lending and credit platforms. Prior to joining Hunt Real Estate Capital, Mr. Calvert was vice president of property management for the Kamson Corporation. Mr. Calvert earned his master’s degree in real estate investment from New York University and a bachelor’s degree in economics from Cornell University. He is a Certified Property Manager (CPM) and is a member of the Institute of Real Estate Management and the National Association of Realtors.

James A. Briggs. Mr. Briggs has been our Chief Financial Officer since January 2020. He served as our Interim Chief Financial Officer from September 2018 until January 2020 and has more than 35 years of accounting and finance experience in the financial services and real estate industries. Mr. Briggs currently also serves as Chief Accounting Officer of Lument. Prior to his current position, Mr. Briggs served in the same capacity for Hunt Real Estate Capital, which was acquired by Lument in January 2020. Mr. Briggs joined Hunt Real Estate Capital in 2009. Prior to joining Hunt Real Estate Capital, he was the Director of Finance for MRU Holdings, Inc., a specialty finance company. Prior to joining MRU Holdings, Inc., Mr. Briggs spent fifteen years at JPMorgan Chase & Co. and its predecessor companies in a variety of accounting and finance roles, including as Head of Valuation Control and CFO for Emerging Markets. Prior to joining JPMorgan Chase & Co., he was a senior auditor at Ernst and Young, LLP. Mr. Briggs earned his B.B.A in Accounting from Iona College and is an inactive Certified Public Accountant.

written notice from us “for cause” as described in the Management Agreement. In the event of a termination of the Manager other than a termination for cause, we are required to pay a termination fee to the Manager. The termination fee is equal to three times the sum of (a) the average annual base management fee and (b) the average annual incentive compensation, in each case, earned by the Manager during the 24-month period immediately preceding the effective date of termination, calculated as of the end of the most recently completed fiscal quarter before the effective date of termination. The Manager may terminate the Management Agreement upon written notice delivered no later than 180 days prior to a renewal date.

No stock option awards or stock awards have been granted by the Company to its current named executive officers to date.

In August 2022, the SEC adopted final pay-versus-performance rules that require registrants to disclose information reflecting the relationship between executive compensation actually paid by a registrant and the registrant’s financial performance. The rules implement a requirement mandated by the Dodd-Frank Act. Disclosure pursuant to such rules is not included herein because we are externally managed and do not have any employees. Our executive officers are employees of an affiliate of the Manager and do not receive cash or equity compensation from us. While the Management Agreement between us and the Manager requires us to reimburse the Manager for a portion of the total compensation paid by the Manager or its affiliates to Mr. Briggs, our Chief Financial Officer, based on his percentage of time spent managing our affairs, we do not determine what our executive officers are paid by the Manager or its affiliates.

We maintain an insider trading policy which prohibits short selling, dealing in publicly traded options and hedging or monetization transactions in our securities by directors, officers or employees of the Company. In addition, the Manager maintains a policy restricting the trading of the directors, officers and employees of the Manager. Under the policies of the Company and the Manager and the securities laws of the United States and other jurisdictions, the purchase or sale of the Company’s securities or the securities of other publicly traded companies while aware of material nonpublic information about such company, or the disclosure of material nonpublic information to others who then trade in such company’s securities, is prohibited. Directors, officers and employees are prohibited from using such information in ways that violate the law, including for personal gain. Non-public information must be kept confidential, which may include keeping it confidential from other directors, officers and employees.

In November 2023, we adopted an executive compensation clawback policy, as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the requirements of the New York Stock Exchange Listed Company Manual listing standards adopted pursuant to Rule 10D-1. The new clawback policy requires us to clawback erroneously awarded incentive compensation paid to current and former executive officers in the event of a restatement of our financial statements (without regard to the fault of the executive). Restatements that trigger such recoupment are restatements due to material noncompliance with any financial reporting requirement applicable to us under the federal securities laws, including restatements to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Except in very limited circumstances, in the event of such a restatement, the new clawback policy requires the recoupment of incentive compensation paid to the executive officer in excess of the amount that would have been paid if the amount of such incentive compensation had been based on the restated financial statements.

Under the Independent Directors Stock-for-Fees Program, each of our independent directors may elect to receive all or a portion of their annual retainer and chair fees in the form of shares of our common stock in lieu of payment in cash. The election will apply to the elected amount of such fees that would otherwise be paid in cash, commencing with the fiscal quarter after the election is made. Shares will be issued on the date that cash director fees for the preceding quarter would otherwise be payable to the director. The number of shares issued will be determined by dividing the amount of the fees by the average closing price of our common stock for the ten trading days immediately preceding the relevant payment date.

On January 3, 2020, we entered into a Management Agreement with the Manager pursuant to which the Manager provides the day-to-day management of our operations. The Management Agreement requires the Manager to manage our business affairs in conformity with the policies and the investment guidelines approved and monitored by our board of directors. All of our executive officers are employees of the Manager, or affiliates thereof.

Pursuant to the terms of the Management Agreement, we pay the Manager a base 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 base management fee, stockholders’ equity includes the sum of the net proceeds from all issuances of our equity securities since inception (allocated on a pro rata daily basis for such issuances during the fiscal quarter of any such issuance), plus our 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 we paid for repurchases of our 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 may be adjusted to exclude one-time events pursuant to changes in GAAP and certain non-cash items after discussions between the Manager and our independent directors and approval by a majority of our independent directors. We pay the Manager quarterly incentive compensation equal to 20% of the excess of our core earnings (as defined in the Management Agreement) over the product of (i) our stockholders’ equity as of the end of such fiscal quarter, and (ii) 8% per annum. The initial term of the Management Agreement expired on January 3, 2023. After the initial term, the Management Agreement automatically renews each year for an additional one-year period unless the Management Agreement is terminated in accordance with its terms.

For the year ended December 31, 2025, we incurred base management fees of approximately $4.4 million under the Management Agreement. For the year ended December 31, 2025, we incurred incentive fees of approximately $0.2 million under the Management Agreement.

Pursuant to the Management Agreement, we are required to reimburse the Manager for operating expenses related to our company that are 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 our affairs.

For the year ended December 31, 2025, we incurred reimbursable expenses of approximately $1.7 million. Per the terms of the Management Agreement, any exit fees waived by us as a result of permanent financing by the Manager or any of its affiliates will 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 year ended December 31, 2025, we waived approximately $0.8 million in gross exit fees, reducing reimbursed expenses due to the Manager by approximately $0.4 million.

The Manager was appointed as the collateral manager with respect to LFT CRE 2021-FL1, Ltd. (“FL1”), a commercial real estate collateralized loan obligation sponsored by the Company, in June 2021, and served in this role until FL1 was redeemed in November 2025. The Manager agreed to waive all its entitlements to collateral management fees for so long as the Manager or an affiliate was the collateral manager and also our external manager.

The Manager was appointed as the collateral manager with respect to LMF 2023-1, LLC (“LMF 2023-1”), a private collateralized commercial real estate financing, in July 2023, and continued to serve in this role in the year ended December 31, 2025. The Manager has agreed to waive all its entitlements to collateral management fees for so long as the Manager or an affiliate is the collateral manager and also our external manager. In connection with the LMF 2023-1 transaction, the Manager absorbed approximately $1.1 million in debt issuance costs for which it did not seek reimbursement from the Company.

The Manager was appointed as the collateral manager with respect to LMNT CRE 2025-FL3, LLC (“FL3”), a commercial real estate collateralized loan obligation sponsored by the Company, in December 2025, and

continues to serve in this role. The Manager has agreed to waive all its entitlements to collateral management fees for so long as the Manager or an affiliate is the collateral manager and also our external manager.

In June 2021, Lument Real Estate Capital, LLC (“LREC”), an affiliate of the Manager, was appointed as the servicer and special servicer with respect to mortgage assets for FL1, for which it received servicing fees from FL1. In August 2022, LREC was appointed the servicer with respect to mortgage assets held by the Company and certain of its subsidiaries. The Manager pays LREC’s servicing fees, if any, which are reimbursable expenses of the Manager under the Management Agreement. In July 2023, LREC was appointed as the servicer and special servicer with respect to mortgage assets for LMF 2023-1, for which it receives servicing fees from LMF 2023-1. In November 2025, LREC was appointed as the servicer with respect to mortgage assets subject to an Uncommitted Master Repurchase Agreement with JPMorgan Chase Bank, N.A., for which it receives servicing fees from a subsidiary of the Company. In December 2025, LREC was appointed as the servicer with respect to mortgage assets subject to a term lending agreement with Northeast Bank, for which it receives servicing fees from a subsidiary of the Company. In December 2025, LREC was appointed as the servicer and special servicer with respect to mortgage assets for FL3, for which it receives servicing fees from FL3.

On December 17, 2020, we entered into a trademark license agreement with Lument pursuant to the terms of which Lument granted us a license to use the “Lument” tradename with regard to our business at no cost to us. Either party may terminate the trademark license agreement for any reason upon 90 days’ prior written notice to the other party.

During the year ended December 31, 2025, we purchased the following from Lument Structured Finance, LLC (“LSF”), an affiliate of the Manager: (a) sixteen loans with an aggregate unpaid principal balance of $359.5 million at par; (b) seven funded advances with an aggregate unpaid principal balance of $29.8 million at par; (c) two funded advances with an aggregate unpaid principal balance of $0.9 million at a discount of $0.1 million; and (d) two funded advances related to real estate owned properties with an aggregate unpaid principal balance of $0.7 million at a discount of $0.07 million. Seven of the foregoing assets, with an aggregate unpaid principal balance of $135.6 million, were purchased at par plus all accrued and unpaid interest, pursuant to a forward purchase agreement entered into with LSF.

On April 26, 2022, we entered into a director designation agreement with Lument IH, an affiliate of the Manager, which owned an aggregate of 14,318,614 shares of our common stock as of April 14, 2026, representing approximately 27.3% of our outstanding common stock as of that date. Pursuant to the director designation agreement, Lument IH has designated, and we have nominated, James P. Flynn and Marie D. Reynolds for election to our board of directors at the Annual Meeting. The director designation right granted to Lument IH will expire at such time as Lument IH’s beneficial ownership of our common stock is less than 5%.

In January 2020, we entered into a registration rights agreement with Lument IH pursuant to which we provided Lument IH and its affiliated transferees with certain demand and piggyback registration rights in respect of shares of the Company’s common stock that Lument IH owns or may acquire from time to time.

In January 2018, the Company entered into a shareholder agreement with Hunt Companies Equity Holdings, LLC (“HCEH”), an affiliate of Hunt Companies, Inc., pursuant to which we granted HCEH the right to designate one designee to our board of directors. The right granted to HCEH expires at such time as HCEH’s and its affiliates’ beneficial ownership of our common stock is less than 5%. Pursuant to the shareholder agreement, HCEH has designated, and we have nominated, James C. Hunt for election to our board of directors at the Annual Meeting.

We entered into a registration rights agreement with HCEH, pursuant to which we agreed to register the resale of shares of common stock owned by HCEH. Pursuant to the registration rights agreement, we provided HCEH and its affiliated transferees with certain demand and piggyback registration rights in respect of shares of our common stock owned or subsequently acquired by them.

Our board of directors has waived the aggregate stock ownership limit and the common stock ownership limit (each as defined in our charter) for Lument IH, designated Lument IH as an excepted holder (as defined in our charter) and established an excepted holder limit (as defined in our charter) of 27.4% for Lument IH.

Our board has also waived the aggregate stock ownership limit and the common stock ownership limit for Mr. Hunt and HCEH, designated Mr. Hunt and HCEH as excepted holders and established an aggregate excepted holder limit for Mr. Hunt and HCEH of 14.0%.

In connection with establishing the excepted holder limits described above, our board of directors decreased the aggregate stock ownership limit, the common stock ownership limit and the Series A ownership limit (as defined in our charter) for persons other than excepted holders and Series A excepted holders (as defined in our charter), as applicable, from 9.8% to 8.75%.

Our charter and bylaws provide indemnification for our directors and officers to the fullest extent permitted by Maryland law in effect from time to time, obligating the Company to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any individual who is a present or former director or officer of ours or (2) any individual who, while a director or officer of ours and at our request, serves or has served as a director, officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity. We have the power, with the approval of our board of directors, to provide such indemnification and advancement of expenses to a person who served a predecessor of ours in any of the capacities described in (1) or (2) above and to any employee or agent of ours or a predecessor of ours. However, the Maryland General Corporation Law (“MGCL”) prohibits us from indemnifying a director or officer for any act or omission if:

In addition, under the MGCL, we may not indemnify a director or officer in a suit by us or in our right in which the director or officer was adjudged liable to us or in a proceeding in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received. However, indemnification with respect to any proceeding by us or in our right or in which the director or officer was adjudged liable on the basis that a personal benefit was improperly received shall be limited to expenses. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that a personal benefit was improperly received.

We have entered into indemnification agreements with each of our directors and executive officers that would provide for indemnification to the maximum extent permitted by Maryland law. The above-described limitation of liability and indemnification may be held not to be enforceable for violations of the federal securities laws of the United States.

The audit committee charter provides that the audit committee of our board of directors shall pre-approve all audit services, audit-related tax services and other permitted services to be performed for us by our independent registered public accounting firm and the related fees. Pursuant to its charter and in compliance with rules of the SEC and Public Company Accounting Oversight Board, the audit committee has established a pre-approval policy and procedures that require the pre-approval of all services to be performed by the independent registered public accounting firm. The independent registered public accounting firm may be considered for other services not specifically approved as audit services or audit-related services and tax services so long as the services are not prohibited by SEC or PCAOB rules and would not otherwise impair the independence of the independent registered public accounting firm. During 2025, all of the above services were approved by the audit committee in accordance with this policy.

Notwithstanding anything to the contrary set forth in any of our previous or future filings under the Securities Act or the Exchange Act that might incorporate all or portions of future filings, including this Proxy Statement, with the SEC, in whole or in part, the Report of the Audit Committee of our board of directors shall not be deemed to be incorporated by reference into any such filing or deemed to be “soliciting material” or “filed” with the SEC under the Securities Act or the Exchange Act, or subject to the liabilities of Section 18 of the Exchange Act. In addition, this Proxy Statement includes certain website addresses intended to provide inactive, textural references only. The information on these websites shall not be deemed part of this Proxy Statement.

New York, New York

April 30, 2026