What changed in this filing

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Item 1. Business

2026-02-25 compared with 2025-02-26 · 41 added, 32 removed, 130 unchanged (36% of the section changed)

Franklin BSP Realty Trust, Inc.

(the “Company”), is a real estate finance company that primarily originates, acquires and manages a diversified portfolio of commercial real estate debt investments secured by properties located within and outside the United States.

We are a Maryland corporation and have made tax elections to be treated as a real estate investment trust (a "REIT") for U.S.

(the “Company”), is a real estate finance company, formed as a Maryland corporation, that has elected to be treated as a real estate investment trust (“REIT”) for U.S.

federal income tax purposes since 2013.

We believe that we have qualified as a REIT and we intend to continue to meet the requirements for qualification and taxation as a REIT.

Substantially all of our business is conducted through Benefit Street Partners Realty Operating Partnership, L.P.

(the “OP”), a Delaware limited partnership.

We are the sole general partner and directly or indirectly hold all of the units of limited partner interests in the OP.

One or more of our wholly-owned subsidiaries are treated as taxable REIT subsidiaries (each a “TRS”), and are subject to U.S.

federal, state and local income taxes.

The Company has no employees.

Benefit Street Partners L.L.C.

serves as our advisor ("Advisor") pursuant to an advisory agreement, as amended on August 18, 2021 (the "Advisory Agreement").

The Advisor, an investment adviser registered with the SEC, is a credit-focused alternative asset management firm that was established in 2008.

Our Advisor's credit platform manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private/opportunistic debt, liquid credit, structured credit and commercial real estate debt.

Substantially all of the Company’s business is conducted through FBRT OP LLC, a Delaware limited liability company (the “OP”) and to its subsidiaries.

The Company is the managing member of the OP and directly or indirectly held 91% of the common units of membership interests in the OP as of December 31, 2025.

As discussed in more detail below, the Company’s operations are organized into two business units:

(i) Commercial Real Estate Financing, and (ii) Agency Business.

On July 1, 2025, through a wholly owned subsidiary, the Company acquired NewPoint Holdings JV LLC (“NewPoint”), which now comprises the Company’s Agency Business unit.

The Company is externally managed by Benefit Street Partners L.L.C.

(the “Advisor”) pursuant to an advisory agreement, as amended on August 18, 2021 (the “Advisory Agreement”).

The Advisor manages our affairs on a day-to-day basis.

The Advisor receives compensation and fees for services related to the investment and management of our assets and our operations.

Established in 2008, the Advisor's credit platform manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private/opportunistic debt, liquid credit, structured credit and commercial real estate debt.

These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the platform.

The Advisor manages the Company's affairs on a day-to-day basis.

The Advisor receives compensation fees and reimbursements for services related to the investment and management of the Company's assets and the operations of the Company.

The Advisor is a wholly-owned subsidiary of Franklin Resources, Inc., which together with its various subsidiaries operates as “Franklin Templeton.”

The Company primarily focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans.

Secondarily, the Company's real estate securities business focuses on investing in and asset managing real estate securities.

Historically this business has focused primarily on commercial mortgage-backed securities ("CMBS"), commercial real estate collateralized loan obligation bonds and single asset single borrower bonds (collectively "CMBS bonds"), collateralized debt obligations ("CDOs") and other securities.

The Company also originates conduit loans which the Company intends to sell through its TRS into CMBS securitization transactions.

The Company also owns real estate that was either acquired by the Company through foreclosure, deed-in-lieu of foreclosure or that was purchased for investment.

As of December 31, 2025, we had 223 employees, all of which are employees of NewPoint.

Investment Objectives

Our objective is to provide our common shareholders attractive, risk-adjusted returns through a stable dividend and capital growth.

Our objective is to provide our common shareholders attractive, risk-adjusted returns through dividends and capital growth.

Investment Strategies and Policies

We have four investment strategies.

Our first and primary strategy is to originate, acquire and manage a diversified portfolio of commercial real estate debt, including first mortgage loans, subordinate loans, mezzanine loans and participations in such loans.

We expect that our portfolio of debt investments will be secured by real estate located within and outside the United States and diversified by property type and geographic location.

Our second strategy is to invest in real estate securities, such as CMBS, CMBS bonds, senior unsecured debt of publicly-traded REITs and CDO notes.

Our third strategy is to originate conduit loans and sell them through our TRS business into CMBS securitization transactions.

Our fourth strategy is to maximize cash flows from real estate acquired by the Company through foreclosure and deed-in-lieu of foreclosure, and purchases of real estate that generally are, or will be, subject to a triple net lease.

The Company’s operations are organized into two business units:

(i) Commercial Real Estate Financing, and (ii) Agency Business.

Commercial Real Estate Financing

The Commercial Real Estate Financing business unit primarily focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans.

Secondarily, this unit also invests in and asset manages real estate securities, with a historical focus on commercial mortgage-backed securities ("CMBS"), commercial real estate collateralized loan obligation bonds and single asset single borrower bonds (collectively "CMBS bonds"), collateralized debt obligations ("CDOs") and other securities.

Through this unit the Company also originates conduit loans which the Company intends to sell through its taxable REIT subsidiary ("TRS") into CMBS securitization transactions, and owns real estate that was either acquired by the Company through foreclosure, deed-in-lieu of foreclosure or that was purchased for investment.

These financing activities are described in additional detail below.

Commercial Real Estate Debt

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We may also invest in whatever other types of interests in real estate-related assets that we believe are in our best interest which may include the commercial real property underlying our debt investments as a result of a loan workout, foreclosure or similar circumstances.

Agency Business

Through the Agency Business unit, the Company, through NewPoint, originates, sells and services a range of multifamily finance products under programs offered by government-sponsored enterprises (“GSEs”), such as the Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) and by government agencies (“Agencies”), such as the Government National Mortgage Association (“Ginnie Mae”) and the Federal Housing Administration, a division of the U.S.

Department of Housing and Urban Development (together with Ginnie Mae, “HUD”).

The Company retains the servicing rights and asset management responsibilities on substantially all loans it originates and sells under the GSE and HUD programs.

The Company is an approved Fannie Mae Delegated Underwriting and Servicing (“DUS”) lender, a Freddie Mac Program Plus Seller/Servicer, a Multifamily Accelerated Processing (“MAP”) and Section 232 LEAN lender for HUD and a Ginnie Mae issuer.

Additionally, the Company services external portfolios of commercial real estate financing products.

Investment Process

6 unchanged sentences

Our financing strategy primarily includes the use of secured repurchase agreement facilities for loans, securities and securitizations.

We also may raise capital through public or private offerings of our equity securities, including through our effective shelf registration statement or our “at-the-market” sales program.

We also may raise capital through public or private offerings of our equity securities, including through registered offerings under our effective shelf registration statement or our “at-the-market” sales program.

In addition to our current mix of financing sources, we may also access additional forms of financings, including credit facilities, and public or private secured and unsecured debt issuances by us or our subsidiaries.

12 unchanged sentences

federal income and excise taxes on our undistributed income.

We pay income taxes on our Conduit segment, which is conducted by our wholly-owned TRS entities.

The income taxes on the Conduit segment are paid at the U.S.

We pay income taxes on our operations conducted through our TRSs, including our Agency Business and the Conduit business.

The income taxes paid by the TRS are paid at the U.S.

federal and applicable state levels.

5 unchanged sentences

Our competitors may also be willing to accept lower returns on their investments and may succeed in buying or underwriting the assets that we have targeted.

Many of our competitors are not subject to the operating constraints associated with REIT rule compliance or maintenance of an exclusion from registration under the Investment Company Act.

In addition, future changes in law, regulations and GSE/HUD program requirements, and consolidation in the commercial real estate finance market could lead to the entry of more competitors or enhance the competitive strength of our existing competitors.

Although we believe that we are well positioned to compete effectively in each facet of our business, there is enormous competition in our market sector and there can be no assurance that we will compete effectively or that we will not encounter increased competition in the future that could limit our ability to conduct our business effectively.

Human Capital Resources

As of December 31, 2024, we had no employees.

As of December 31, 2025, we had 223 employees, all of which are employees of NewPoint.

Our executive officers serve as officers of our Advisor and are employed by an affiliate of our Advisor.

The employees of the Advisor and other affiliates of the Advisor perform a full range of real estate services for us, including origination, acquisitions, accounting, legal, asset management, wholesale brokerage, and investor relations services.

The employees of the Advisor and other affiliates of the Advisor perform a full range of real estate services for us with respect to our Commercial Real Estate Financing business, including origination, acquisitions, accounting, legal, asset management, wholesale brokerage, and investor relations services.

We are dependent on these affiliates for services that are essential to us, including asset acquisition decisions, and other general administrative responsibilities.

In the event that any of these companies were unable to provide these services to us, we would be required to provide such services ourselves or obtain such services from other sources.

Our Chief Executive Officer, President and Chief Operating Officer/Chief Financial Officer also serve as non-employee officers of NewPoint.

Our human capital management strategy with respect to NewPoint employees focuses on attracting, developing, and retaining the highest quality talent.

We work to achieve these objectives by offering competitive compensation, comprehensive benefits, and opportunities for career growth and development.

Government Regulation

7 unchanged sentences

We intend to conduct our business so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act.

To maintain our status as an approved lender for Fannie Mae and Freddie Mac and as a HUD-approved mortgagee and issuer of Ginnie Mae securities, we are required to meet and maintain various eligibility criteria established by these entities, such as minimum net worth, operational liquidity and collateral requirements and compliance with reporting requirements.

We are required to originate loans and perform our loan servicing functions in accordance with the applicable program requirements and guidelines established by these agencies.

If we fail to comply with the requirements of any of these programs, the agencies may terminate or withdraw our licenses and approvals to participate in the GSE or HUD programs.

In addition, the agencies have the authority under their guidelines to terminate a lender’s authorization to sell loans to them and service their loans.

The loss of one or more of these approvals would have a material adverse impact on our operations and could result in further disqualification with other counterparties.

In our judgment, existing statutes and regulations have not had a material adverse effect on our business.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business