Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in reports we file and submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures in reaching that level of reasonable assurance.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of December 31, 2025, that our disclosure controls and procedures are effective to provide the reasonable assurance described above.
Internal Control Over Financial Reporting
Management's Annual Reporting on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making that assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Management has accordingly excluded processes and controls of NewPoint that have not yet been converted to the Company's systems or processes from its assessment of internal control over financial reporting for the year ended December 31, 2025. Assets and revenues associated with those processes and procedures as of December 31, 2025 include 12% and 16% of total assets and revenues, respectively.
Based on its assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was effective.
Our independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), audited the effectiveness of our internal control over financial reporting as of December 31, 2025. Their report dated February 25, 2026, which is included herein, expressed an unqualified opinion on the effectiveness of our internal control over financial reporting
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As noted above, Management has excluded processes and controls of NewPoint that have not yet been converted to the Company's systems or processes from its assessment of internal control over financial reporting for the year ended December 31, 2025.
Item 9B. Other Information.
During the quarter ended December 31, 2025, no director or officer of the Company adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The Board of Directors maintains a Code of Ethics that is applicable to our directors, officers, our Advisor and employees of the Advisor performing substantial services for the Company. It covers topics including, but not limited to, conflicts of interest, confidentiality of information, full and fair disclosure, reporting of violations and compliance with laws and regulations.
The Code of Ethics is available on the Company’s website at www.fbrtreit.com by clicking on “Governance – Governance Documents – Code of Ethics.” We intend to disclose on this website any amendment to, or waiver of, any provision of this Code of Ethics applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC. You may also obtain a copy of the Code of Ethics by writing to our secretary at: Franklin BSP Realty Trust, Inc., 1 Madison Avenue, Suite 1600, New York, New York 10010, Attention: Micah Goodman, Secretary. A waiver of the Code of Ethics for our Chief Executive Officer may be made only by the Board of Directors or the appropriate committee of the Board and will be promptly disclosed to the extent required by law. A waiver of the Code of Ethics for all other person may be made only by our Chief Executive Officer and shall be discussed with the Board or a committee of the Board as appropriate.
The other information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Exchange Act.
Item 11. Executive Compensation.
The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Exchange Act.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Except as set forth below, the information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Exchange Act.
Equity Compensation Plan Information
The following table provides information about the Company's common stock that may be issued under our equity compensation plans as of December 31, 2025:
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (2)
Equity compensation plans approved by security holders — — —
Equity compensation plans not approved by security holders 1,435,383 — 2,880,113
Total 1,435,383 — 2,880,113
________________________
(1) Represents unvested and outstanding restricted stock units issued under the Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan. One share of the Company’s common stock will be issued for each restricted stock unit that vests.
(2) The number of securities remaining available for future issuance consists of shares issuable under the Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan, which was adopted and approved by our Board of Directors prior to the listing of our common stock on the NYSE.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Exchange Act.
Item 14. Principal Accounting Fees and Services.
The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Exchange Act.
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PART IV
Item 15. Exhibits and Financial Statement Schedules.
(a) Financial Statement Schedules
See the Index to Consolidated Financial Statements on page F-1 of this report.
(b) Exhibits
See the Index to Exhibit below.
INDEX TO EXHIBITS
The following exhibits are included in this Annual Report on Form 10-K for the year ended December 31, 2025 (and are numbered in accordance with Item 601 of Regulation S-K).
Exhibit No. Description
3.1
Articles of Amendment and Restatement, effective March 10, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on March 11, 2021).
3.2
Articles of Amendment to the Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 8, 2021).
3.3 Articles Supplementary of Franklin BSP Realty Trust, Inc., effective October 19, 2021, relating to Series E Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on October 21, 2021).
3.4 Articles Supplementary of Franklin BSP Realty Trust, Inc., dated June 21, 2022, relating to Series H Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 24, 2022).
3.5
Amendment No. 1 to Articles Supplementary of Franklin BSP Realty Trust, Inc., effective January 19, 2023, relating to Series H Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 20, 2023).
3.6
Amendment No. 2 to Articles Supplementary of Franklin BSP Realty Trust, Inc., effective January 10, 2024, relating to Series H Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 12, 2024)
3.7 Amendment No. 3 to Articles Supplementary of Franklin BSP Realty Trust, Inc., effective January 16, 2025, relating to Series H Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 17, 2025).
3.8 Amendment No. 4 to Articles Supplementary of Franklin BSP Realty Trust, Inc., dated January 20, 2026, relating to Series H Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 21, 2026).
3.9
Amended and Restated Bylaws of Franklin BSP Realty Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 16, 2022)
4.1 Description of Securities of the Registrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on March 16, 2023).
4.2* Second Amended and Restated Limited Liability Company Agreement of FBRT OP LLC, dated as of July 1, 2025.
10.1 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 14, 2016).
10.2† Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on November 12, 2021).
10.3† Form of Restricted Share Unit Award Agreement pursuant to the Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan.(incorporated by reference to Exhibit 10.45 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2022).
10.4
Amended and Restated Advisory Agreement, dated as of January 19, 2018, by and among Benefit Street Partners Realty Trust, Benefit Street Partners Realty Operating Partnership, L.P. and Benefit Street Partners, L.L.C (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2018).
10.5 Amendment No. 1 to Amended and Restated Advisory Agreement, dated August 18, 2021, by and among Benefit Street Partners Realty Trust, Inc., Benefit Street Partners Realty Operating Partnership, L.P. and Benefit Street Partners L.L.C. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 18, 2021).
10.6 Indenture, dated as of February 15, 2022, by and among BSPRT 2022-FL8 Issuer, Ltd., BSPRT 2022-FL8 Co-Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, and U.S. Bank National Association, as trustee, note administrator and custodian (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 18, 2022).
10.7† Form of Director Restricted Stock Award Agreement under Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed with the SEC on May 3, 2023).
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10.8 Indenture, dated as of September 28, 2023, by and among BSPRT 2023-FL10 Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, U.S. Bank Trust Company, National Association, as trustee and note administrator, and U.S. Bank National Association as custodian (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 3, 2023)
10.9 Indenture, dated as of September 26, 2024, by and among BSPRT 2024-FL11 Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, U.S. Bank Trust Company, National Association, as trustee and note administrator, and U.S. Bank National Association as custodian (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 27, 2024)
10.10 Indenture, dated as of October 15, 2025, by and among BSPRT 2025-FL12 Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, U.S. Bank Trust Company, National Association, as trustee and note administrator, and U.S. Bank National Association as custodian (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on October 17, 2025)
10.11 Purchase and Sale Agreement, dated as of March 9, 2025, by and among New Point Holdings JV LLC, each of the members of NewPoint Holdings JV LLC, FBRT OP LLC, FBRT Sub REIT TRS LLC, Franklin BSP Realty Trust, Inc., and certain other parties named therein (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 10, 2025).
19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2 024, filed with the SEC on February 26, 2025)
21* Subsidiaries of the Registrant
23.1* Consent of PricewaterhouseCoopers LLP
31.1* Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32* Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1† Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 26, 2024).
101* XBRL (eXtensible Business Reporting Language). The following materials from Benefit Street Partners Realty Trust, Inc.’s Annual Report on Form 10-K for the year ended December 31, 202 5 formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
____________________________________________
* Filed herewith.
† Indicates management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Franklin BSP Realty Trust, Inc.
Date: February 25, 2026 By /s/ Michael Comparato
Michael Comparato
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name Capacity Date
/s/ Michael Comparato Chief Executive Officer February 25, 2026
Michael Comparato
/s/ Richard J. Byrne Chairman February 25, 2026
Richard J. Byrne
/s/ Jerome S. Baglien Chief Financial Officer and Chief Operating Officer (Principal Financial and Accounting Officer) February 25, 2026
Jerome S. Baglien
/s/ Elizabeth K. Tuppeny Lead Independent Director February 25, 2026
Elizabeth K. Tuppeny
/s/ Pat Augustine Director February 25, 2026
Pat Augustine
/s/ Joe Dumars Director February 25, 2026
Joe Dumars
/s/ Jamie Handwerker Director February 25, 2026
Jamie Handwerker
/s/ Peter McDonough Director February 25, 2026
Peter McDonough
/s/ Buford Ortale Director February 25, 2026
Buford Ortale
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FRANKLIN BSP REALTY TRUST, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP (PCAOB ID 238 )
F- 1
Consolidated Balance Sheets
F- 4
Consolidated Statements of Operations
F- 6
Consolidated Statements of Comprehensive Income
F- 7
Consolidated Statements of Changes in Stockholders' Equity
F- 8
Consolidated Statements of Cash Flows
F- 9
Notes to Consolidated Financial Statements
F- 11
Financial Statement Schedule:
Schedule IV: Mortgage Loans on Real Estate
F- 74
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Franklin BSP Realty Trust, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Franklin BSP Realty Trust, Inc. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of changes in stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedule listed in the accompanying index as of December 31, 2025 (collectively referred to as the "consolidated financial statements. We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Reporting on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Annual Reporting on Internal Control over Financial Reporting, management has excluded NewPoint Holdings JV LLC from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination during 2025. We have also excluded NewPoint Holdings JV LLC from our audit of internal control over financial reporting. NewPoint Holdings JV LLC is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 12% and 16%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain
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to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses – Commercial Mortgage Loans Held for Investment
As described in Notes 2 and 4 to the consolidated financial statements, the allowance for credit losses on the Company’s commercial mortgage loans held for investment was $38.3 million as of December 31, 2025, inclusive of the general and specific allowances for credit losses of $34.2 million and $4.1 million, respectively. The general allowance for credit losses for the Company’s loans carried at amortized cost, such as loans held for investment, represents a lifetime estimate of expected credit losses. In measuring the general allowance for credit losses for loans held for investment, the Company primarily applies a probability of default (“PD”)/loss given default (“LGD”) model for loans that are collectively assessed and the allowance for credit losses is calculated as the product of the PD, LGD and exposure at default (“EAD”) estimates. The Company’s model to determine the general allowance for credit losses principally utilizes historical loss rates, forecasting loss parameters based on a projected macroeconomic scenario using a probability-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by an immediate reversion to average historical losses. For loans held for investment which management identifies reasonable doubt as to whether the collection of contractual components can be satisfied, a specific allowance for credit losses analysis is performed. If a loan is determined to have a specific allowance for credit losses, it is recorded by applying the practical expedient for collateral dependent loans. The specific allowance for credit losses is assessed on an individual basis for such loans by comparing the estimated fair value of the underlying collateral, less costs to sell to the book value of the respective loan. The estimated fair value of the underlying collateral requires judgments such as, assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plans, loan sponsorship, actions of other lenders, and other factors deemed relevant by management.
The principal considerations for our determination that performing procedures relating to the allowance for credit losses for commercial mortgage loans held for investment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the underlying collateral used to determine the specific allowance for credit losses for commercial mortgage loans held for investment; (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to capitalization rates and discount rates; (iii) a high degree of audit effort in performing procedures related to the general allowance for credit losses; and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the allowance for credit losses for commercial mortgage loans held for investment, including controls over management’s significant assumptions related to capitalization rates and discount rates used when developing the fair value estimate of the underlying collateral used to determine the specific allowance for credit losses. These procedures also included, among others, (i) testing management’s process for developing the allowance for credit losses for commercial mortgage loans held for investment; (ii) testing the completeness and accuracy of certain data used when developing the allowance for credit losses; and (iii) the involvement of professionals with specialized skill and knowledge to assist in evaluating (a) the appropriateness of the PD and LGD model used by management when developing the general allowance for credit losses, (b) the appropriateness of the methodology used by management when developing the fair value estimate of the underlying collateral used when determining the
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specific allowance for credit losses, (c) the probability of default and loss given default estimates, including management’s selected projected macroeconomic scenario when estimating the general allowance for credit losses, and (d) the reasonableness of the capitalization rates and discount rates assumptions used when developing the fair value estimate of the underlying collateral used when determining the specific allowance for credit losses.
Acquisition of NewPoint Holdings JV LLC – Valuation of Agency Licenses
As described in Notes 2 and 3 to the consolidated financial statements, on July 1, 2025, the Company completed the acquisition of NewPoint Holdings JV LLC (“NewPoint”) for an aggregate purchase price of $427.8 million. Of the acquired intangible assets, $73 million of agency licenses were recorded. The fair value of the acquired agency licenses was estimated using a discounted cash flow method which involves projecting revenue and servicing fees associated with the license, while accounting for related expenses. The significant unobservable input used to discount the future cash flows to present value is the discount rate.
The principal considerations for our determination that performing procedures relating to the valuation of the agency licenses acquired in the acquisition of NewPoint is a critical audit matter are (i) the significant judgement by management when developing the fair value estimate of the agency licenses acquired; (ii) a high degree of auditor judgement, subjectivity, and effort in performing procedures and evaluating management’s significant unobservable input related to the discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the agency licenses acquired. These procedures also included, among others, (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the agency licenses acquired; and (iii) testing the completeness and accuracy of certain underlying data used in the discounted cash flow method. Professionals with specialized skill and knowledge were used to assist in evaluating (a) the appropriateness of the discounted cash flow method and (b) the reasonableness of the discount rate unobservable input used when developing the fair value estimate of the agency licenses acquired.
/s/ PricewaterhouseCoopers LLP
Atlanta, Georgia
February 25, 2026
We have served as the Company’s auditor since 2023.
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FRANKLIN BSP REALTY TRUST, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31, 2025 December 31, 2024
ASSETS
Cash and cash equivalents $ 167,292 $ 184,443
Restricted cash 17,889 12,421
Investment securities, held to maturity (1)
20,483 —
Commercial mortgage loans, held for investment, net of allowance for credit losses of $ 38,302 and $ 78,083 as of December 31, 2025 and 2024, respectively (2)
4,383,134 4,908,667
Commercial mortgage loans, held for sale, measured at fair value (3)
360,718 87,270
Real estate securities, available for sale, measured at fair value, amortized cost of $ 151,946 and $ 202,894 as of December 31, 2025 and 2024, respectively (4)
151,662 202,973
Mortgage servicing rights, net 212,216 —
Accrued interest receivable 41,468 42,225
Receivable for loan repayment (5)
50,619 157,582
Prepaid expenses and other assets 45,112 17,526
Real estate owned, net of depreciation 99,265 113,160
Real estate owned, held for sale 198,883 222,890
Equity method investments 71,682 13,395
Intangible assets, net of amortization 115,553 39,834
Goodwill 92,048 —
Derivative instruments, measured at fair value 11,315 —
Loans eligible for repurchase 17,911 —
Total assets $ 6,057,250 $ 6,002,386
LIABILITIES AND STOCKHOLDERS' EQUITY
Collateralized loan obligations $ 2,735,582 $ 3,628,270
Repurchase agreements and revolving credit facilities - commercial mortgage loans 1,087,087 329,811
Repurchase agreements - real estate securities 187,371 236,608
Other financings 12,865 12,865
Unsecured debt 185,466 81,395
Mortgage note payable 23,998 23,998
Allowance for loss sharing 19,484 —
Accrued compensation 43,662 —
Liability for loans eligible for repurchase 17,911 —
Interest payable 16,110 12,844
Distributions payable 38,935 36,237
Accounts payable and accrued expenses 18,892 4,081
Due to affiliates 12,054 14,106
Derivative instruments, measured at fair value 6,951 713
Other liabilities 29,657 11,653
Total liabilities $ 4,436,025 $ 4,392,581
Commitments and Contingencies
Redeemable convertible preferred stock:
Redeemable convertible preferred stock Series H, $ 0.01 par value, 20,000 authorized and 17,950 issued and outstanding as of December 31, 2025 and 2024, respectively
$ 89,748 $ 89,748
Total redeemable convertible preferred stock $ 89,748 $ 89,748
Equity:
Preferred stock, $ 0.01 par value; 100,000,000 shares authorized, 7.5 % Cumulative Redeemable Preferred Stock, Series E, 10,329,039 shares issued and outstanding as of December 31, 2025 and 2024, respectively
$ 258,742 $ 258,742
Common stock, $ 0.01 par value, 900,000,000 shares authorized, 81,553,982 and 83,066,789 issued and outstanding as of December 31, 2025 and 2024, respectively
808 818
Additional paid-in capital 1,593,365 1,600,997
Accumulated other comprehensive income (loss) ( 284 ) 79
Accumulated deficit ( 411,101 ) ( 348,074 )
Total stockholders' equity $ 1,441,530 $ 1,512,562
Non-controlling interest 89,947 7,495
Total equity $ 1,531,477 $ 1,520,057
Total liabilities, redeemable convertible preferred stock and equity $ 6,057,250 $ 6,002,386
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(1) Includes pledged assets of $ 20.2 million as of December 31, 2025.
(2) Includes pledged assets of $ 855.2 million and $ 268.7 million as of December 31, 2025 and 2024, respectively.
(3) Includes pledged assets of $ 329.2 million and $ 61.1 million as of December 31, 2025 and 2024, respectively.
(4) Includes pledged assets of $ 151.7 million and $ 180.7 million as of December 31, 2025 and 2024, respectively.
(5) Includes $ 50.5 million and $ 157.0 million of cash held by the servicer related to the CLOs as of December 31, 2025 and 2024, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
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FRANKLIN BSP REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
Year Ended December 31,
2025 2024 2023
Income
Interest income $ 430,280 $ 526,076 $ 552,506
Less: Interest expense 288,327 338,471 305,577
Net interest income 141,953 187,605 246,929
Gain/(loss) on sales, including fee-based services, net 57,599 13,125 3,917
Mortgage servicing rights 28,570 — —
Servicing revenue, net 12,516 — —
Gain/(loss) on derivatives ( 200 ) ( 211 ) 858
Revenue from real estate owned 29,633 22,849 17,021
Total income $ 270,071 $ 223,368 $ 268,725
Expenses
Compensation and benefits $ 53,739 $ — $ —
Asset management and subordinated performance fee 24,497 25,958 33,847
Acquisition expenses 951 996 1,241
Administrative services expenses 13,346 9,707 14,440
Professional fees 29,207 14,508 15,270
Other expenses 45,919 21,472 11,135
Depreciation and amortization 9,593 5,630 7,128
Share-based compensation 9,118 8,173 4,761
Total expenses $ 186,370 $ 86,444 $ 87,822
Other income/(loss)
(Provision)/benefit for credit losses $ 11,850 $ ( 35,699 ) $ ( 33,738 )
Realized gain/(loss) on sale of commercial mortgage loans, held for investment — 138 —
Realized gain/(loss) on sale of commercial mortgage loans, held for sale ( 246 ) — —
Realized gain/(loss) on real estate securities, available for sale 112 143 80
Realized gain/(loss) on extinguishment of debt ( 7,660 ) — 2,201
Gain/(loss) on other real estate investments ( 3,371 ) ( 7,983 ) ( 7,089 )
Income/(loss) from equity method investments 3,583 — —
Trading gain/(loss) — — ( 605 )
Total other income/(loss) $ 4,268 $ ( 43,401 ) $ ( 39,151 )
Income/(loss) before taxes 87,969 93,523 141,752
(Provision)/benefit for income tax ( 3,884 ) ( 1,120 ) 2,757
Net income/(loss) $ 84,085 $ 92,403 $ 144,509
Net (income)/loss attributable to non-controlling interest ( 1,814 ) 3,475 706
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc. $ 82,271 $ 95,878 $ 145,215
Less: Preferred stock dividends 26,993 26,993 26,993
Net income/(loss) attributable to common stock $ 55,278 $ 68,885 $ 118,222
Basic earnings per share $ 0.65 $ 0.82 $ 1.42
Diluted earnings per share $ 0.64 $ 0.82 $ 1.42
Basic weighted average shares outstanding 81,965,156 81,846,170 82,307,970
Diluted weighted average shares outstanding 86,192,595 81,846,170 82,307,970
The accompanying notes are an integral part of these consolidated financial statements.
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FRANKLIN BSP REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Year Ended December 31,
2025 2024 2023
Net income/(loss) $ 84,085 $ 92,403 $ 144,509
Amounts related to available for sale real estate securities:
Change in net unrealized gain/(loss) $ ( 406 ) $ 447 $ ( 330 )
Reclassification adjustment for amounts included in net income/(loss) 43 335 ( 763 )
$ ( 363 ) $ 782 $ ( 1,093 )
Comprehensive (income)/loss attributable to non-controlling interest ( 1,814 ) 3,475 706
Comprehensive income/(loss) attributable to Franklin BSP Realty Trust, Inc. $ 81,908 $ 96,660 $ 144,122
The accompanying notes are an integral part of these consolidated financial statements.
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FRANKLIN BSP REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(In thousands, except share data)
Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income/(Loss) Accumulated Deficit Preferred E Total Stockholders' Equity Non-Controlling Interest Total Equity
Number of Shares Par Value
Balance, December 31, 2022 82,992,784 $ 826 $ 1,602,247 $ 390 $ ( 299,225 ) $ 258,742 $ 1,562,980 $ 15,408 $ 1,578,388
Common stock repurchases ( 1,026,105 ) ( 10 ) ( 12,495 ) — — — ( 12,505 ) — ( 12,505 )
Common stock issued through distribution reinvestment plan 61,866 1 768 — — — 769 — 769
Share-based compensation 481,189 — 4,761 — — — 4,761 — 4,761
Shares canceled for tax withholding on vested equity rewards ( 57,021 ) — ( 812 ) — — — ( 812 ) — ( 812 )
Series I Preferred stock converted into common stock 299,200 3 4,997 — — — 5,000 — 5,000
Offering costs — — ( 269 ) — — — ( 269 ) — ( 269 )
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc. — — — — 145,215 — 145,215 — 145,215
Net income/(loss) attributable to non-controlling interest — — — — — — — ( 706 ) ( 706 )
Distributions declared — — — — ( 144,932 ) — ( 144,932 ) — ( 144,932 )
Other comprehensive income/(loss) — — — ( 1,093 ) — — ( 1,093 ) — ( 1,093 )
Contributions/(distributions) in non-controlling interest, net — — — — — — — 12,393 12,393
Balance, December 31, 2023 82,751,913 $ 820 $ 1,599,197 $ ( 703 ) $ ( 298,942 ) $ 258,742 $ 1,559,114 $ 27,095 $ 1,586,209
Common stock repurchases ( 391,863 ) ( 4 ) ( 4,863 ) — — — ( 4,867 ) — ( 4,867 )
Share-based compensation 819,710 2 8,171 — — — 8,173 — 8,173
Shares canceled for tax withholding on vested equity rewards ( 112,971 ) — ( 1,508 ) — — — ( 1,508 ) — ( 1,508 )
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc. — — — — 95,878 — 95,878 — 95,878
Net income/(loss) attributable to non-controlling interest — — — — — — — ( 3,475 ) ( 3,475 )
Distributions declared — — — — ( 145,010 ) — ( 145,010 ) — ( 145,010 )
Other comprehensive income/(loss) — — — 782 — — 782 — 782
Contributions/(distributions) in non-controlling interest, net — — — — — — — ( 16,125 ) ( 16,125 )
Balance, December 31, 2024 83,066,789 $ 818 $ 1,600,997 $ 79 $ ( 348,074 ) $ 258,742 $ 1,512,562 $ 7,495 $ 1,520,057
Common stock repurchases ( 1,371,073 ) ( 14 ) ( 14,353 ) — — — ( 14,367 ) — ( 14,367 )
Share-based compensation 54,286 4 9,114 — — — 9,118 — 9,118
Shares canceled for tax withholding on vested equity rewards ( 196,020 ) — ( 2,393 ) — — — ( 2,393 ) — ( 2,393 )
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc. — — — — 82,271 — 82,271 — 82,271
Net income/(loss) attributable to non-controlling interest — — — — — — — 1,814 1,814
Distributions declared — — — — ( 145,298 ) — ( 145,298 ) — ( 145,298 )
Other comprehensive income/(loss) — — — ( 363 ) — — ( 363 ) — ( 363 )
Contributions/(distributions) in non-controlling interest, net — — — — — — — 80,638 80,638
Balance, December 31, 2025 81,553,982 $ 808 $ 1,593,365 $ ( 284 ) $ ( 411,101 ) $ 258,742 $ 1,441,530 $ 89,947 $ 1,531,477
The accompanying notes are an integral part of these consolidated financial statements.
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FRANKLIN BSP REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Years Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net income/(loss) $ 84,085 $ 92,403 $ 144,509
Adjustments to reconcile net income to net cash provided by operating activities:
Premium amortization and (discount accretion), net $ ( 9,716 ) $ ( 9,622 ) $ ( 13,072 )
Accretion of deferred commitment fees ( 4,503 ) ( 6,584 ) ( 7,577 )
Amortization of deferred financing costs 12,959 13,035 7,779
Share-based compensation 9,118 8,173 4,761
Realized (gain)/loss on extinguishment of debt 7,660 — ( 2,201 )
Realized (gain)/loss on sale of available for sale securities, measured at fair value ( 113 ) ( 143 ) ( 80 )
Realized (gain)/loss on sale of commercial mortgage loans, held for sale, measured at fair value ( 18,109 ) ( 13,125 ) ( 3,873 )
Realized (gain)/loss on sale of commercial mortgage loans, held for sale 246 — —
Realized (gain)/loss on sale of commercial mortgage loans, held for investment — ( 138 ) —
Unrealized (gain)/loss on commercial mortgage loans, held for sale, measured at fair value — — ( 44 )
(Income)/loss from equity method investments ( 3,583 ) — —
Unrealized (gain)/losses on derivative instruments 200 ( 1,050 ) 140
(Gain)/loss on other real estate investments 3,371 7,983 7,089
Trading (gain)/loss — — 605
Depreciation and amortization 9,593 5,630 8,412
Straight line rental income 946 ( 3,518 ) ( 3,785 )
Provision/(benefit) for credit losses ( 11,850 ) 35,699 33,738
Origination of commercial mortgage loans, held for sale, measured at fair value ( 3,637,236 ) ( 358,445 ) ( 102,500 )
Proceeds from sale or repayment of commercial mortgage loans, held for sale, measured at fair value 3,803,908 284,300 121,976
Origination and purchase of commercial mortgage loans, held for sale ( 7,000 ) — —
Proceeds from sale of commercial mortgage loans, held for sale 40,710 — —
Distributions from equity method investments 1,876 — —
MSR impairment and amortization 22,035 — —
Mortgage banking activities ( 23,544 ) — —
Changes in assets and liabilities:
Accrued interest receivable 9,147 6,756 ( 906 )
Prepaid expenses and other assets ( 893 ) ( 2,857 ) 700
Accounts payable and accrued expenses 2,845 6,485 ( 5,081 )
Due to affiliates ( 2,052 ) ( 5,210 ) 3,887
Interest payable 2,112 ( 2,539 ) 2,910
Accrued compensation 9,012 — —
Other liabilities ( 9,284 ) — —
Net cash provided by operating activities $ 291,940 $ 57,233 $ 197,387
Cash flows from investing activities:
Origination and purchase of commercial mortgage loans, held for investment $ ( 924,400 ) $ ( 1,759,291 ) $ ( 936,271 )
Principal repayments received on commercial mortgage loans, held for investment 1,468,430 1,507,438 1,065,538
Purchase of equity method investments ( 9,800 ) ( 13,395 ) —
Distributions from equity method investments 834 — —
Proceeds from sale of real estate owned, held for sale 60,931 34,375 39,755
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FRANKLIN BSP REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Years Ended December 31,
2025 2024 2023
Purchase of real estate owned and capital expenditures ( 1,587 ) ( 324 ) ( 1,151 )
Proceeds from sale of commercial mortgage loans, held for investment 35,184 33,420 —
Purchase of NewPoint Holdings JV LLC ( 297,308 ) — —
Payment of software development costs ( 360 ) — —
Purchase of real estate securities, available for sale ( 132,313 ) ( 79,503 ) ( 223,768 )
Proceeds from sale or paydown of real estate securities, available for sale 183,966 120,042 418,791
Purchases of investment securities, held to maturity ( 11,400 ) — —
Proceeds from sale of investment securities, held to maturity 8,800 — —
Principal collateral on mortgage investments — — 17,702
Proceeds from sale/(purchase) of derivative instruments ( 171 ) 1,763 211
Net cash (used in)/provided by investing activities $ 380,806 $ ( 155,475 ) $ 380,807
Cash flows from financing activities:
Payments for common stock repurchases $ ( 14,367 ) $ ( 4,867 ) $ ( 12,505 )
Shares canceled for tax withholding on vested equity awards ( 2,393 ) ( 1,508 ) ( 812 )
Payments of offering costs — — ( 269 )
Borrowings on collateralized loan obligations 947,189 914,125 689,294
Repayments of collateralized loan obligations ( 1,847,379 ) ( 854,979 ) ( 241,223 )
Borrowings on repurchase agreements and revolving credit facilities - commercial mortgage loans 5,015,177 892,675 600,164
Repayments of repurchase agreements and revolving credit facilities - commercial mortgage loans ( 4,671,698 ) ( 862,571 ) ( 981,317 )
Net borrowings (paydowns) on repurchase agreements - real estate securities, less than 90 days maturity ( 49,237 ) 62,553 ( 265,953 )
Borrowings on other financings — — 59,707
Repayments on other financings — ( 23,669 ) ( 99,474 )
Borrowings on unsecured debt 107,000 — —
Repayments of unsecured debt — — ( 13,367 )
Payments of deferred financing costs ( 15,855 ) ( 9,309 ) ( 12,905 )
Distributions to non-controlling interest ( 7,417 ) ( 16,189 ) ( 1,987 )
Contributions from non-controlling interest 128 64 —
Distributions paid to common and preferred shareholders ( 145,577 ) ( 144,906 ) ( 144,347 )
Net cash used in financing activities: $ ( 684,429 ) $ ( 48,581 ) $ ( 424,994 )
Net change in cash, cash equivalents and restricted cash ( 11,683 ) ( 146,823 ) 153,200
Cash, cash equivalents and restricted cash, beginning of period 196,864 343,687 190,487
Cash, cash equivalents and restricted cash, end of period $ 185,181 $ 196,864 $ 343,687
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period 184,443 337,595 179,314
Restricted cash, beginning of period 12,421 6,092 11,173
Cash, cash equivalents and restricted cash, beginning of period $ 196,864 $ 343,687 $ 190,487
Cash and cash equivalents, end of period 167,292 184,443 337,595
Restricted cash, end of period 17,889 12,421 6,092
Cash, cash equivalents and restricted cash, end of period $ 185,181 $ 196,864 $ 343,687
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FRANKLIN BSP REALTY TRUST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Years Ended December 31,
2025 2024 2023
Supplemental disclosures of cash flow information:
Cash payments for income taxes $ 1,098 $ 1,035 $ 325
Cash payments for interest 275,816 324,568 295,130
Supplemental disclosures of non-cash flow information:
Common stock issued through distribution reinvestment plan $ — $ — $ 769
Distribution payable 38,935 36,237 36,133
Loans transferred from commercial mortgage loans, held for investment to commercial mortgage loans, held for sale 33,909 — —
Loans transferred from commercial mortgage loans, held for investment to real estate owned, held for sale 197,397 307,546 77,305
Modification accounted for as repayment and new loan 60,000 42,235 —
Seller-based financing on sales of real estate owned, held for sale 168,899 94,917 —
Reclassification of real estate owned assets held for investment to held for sale 11,494 — 114,512
Reclassification of real estate owned liabilities held for investment to held for sale — — 13,664
Conversion of preferred stock to common stock — — 5,000
The accompanying notes are an integral part of these consolidated financial statements.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 1 - Organization and Business Operations
Franklin BSP Realty Trust, Inc., (the "Company") is a real estate finance company that is organized as a Maryland corporation. The Company has elected to be taxed as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes since 2013. 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 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.
Agency Business
On July 1, 2025, through a wholly owned subsidiary, we acquired NewPoint Holdings JV LLC, which now comprises our Agency Business unit. Through this unit, we originate, sell and service 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”). We retain the servicing rights and asset management responsibilities on substantially all loans we originate and sell under the GSE and HUD programs. We are 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.
Structure
The Company believes that it has qualified as a REIT since 2013 and intends to continue to meet the requirements for qualification and taxation as a REIT. As of December 31, 2025, substantially all of the Company's business is conducted through FBRT OP LLC (the “OP”), a Delaware limited liability company. As of December 31, 2025, the Company is the managing member of the OP and directly or indirectly holds 91 % of the common units of membership interest in the OP. In addition, the Company, through subsidiaries which are treated as taxable REIT subsidiaries (“TRS”), is indirectly subject to U.S. federal, state and local income taxes.
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"). 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.”
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting
The Company's consolidated financial statements and related footnotes have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the requirements for reporting on Form 10-K and Regulation S-X, as appropriate.
Reclassifications
Certain prior year balances have been reclassified in order to conform to the current period presentation.
For the year ended December 31, 2024 and 2023, $ 222.8 million and $ 870.0 million, of Borrowings on repurchase agreements - real estate securities and $ 160.3 million and $ 1,136.0 million of Repayments of repurchase agreements - real estate securities were combined to be presented as a net result in Net borrowings (paydowns) on repurchase agreements - real estate securities, less than 90 days maturity in the consolidated statements of cash flows.
For the year ended December 31, 2024 $ 1.3 million was reclassified from Intangible lease liability, held for sale to Other Liabilities on the consolidated balance sheets.
For the year ended December 31, 2024 $ 10.4 million was reclassified from Accrued Expenses and Accounts Payable to Other Liabilities on the consolidated balance sheets.
For the years ended December 31, 2024 and 2023 $ 13.1 million, and $ 3.9 million, respectively, was reclassified from Realized gain/(loss) on sale of commercial mortgage loans, held for sale, measured at fair value to Gain/(loss) on sales, including fee-based services, net on the consolidated statements of operations.
For the years ended December 31, 2024 and 2023, Unrealized gain/(loss) on derivatives and Realized gain/(loss) on derivatives were combined and reclassified to Gain/(loss) on derivatives, resulting in net $ 0.2 million, and $ 0.9 million, respectively, being reclassified on the consolidated statements of operations.
Use of Estimates
GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the OP, and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members, as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary.
The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.
The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all VIEs of which the Company is considered the primary beneficiary. VIEs are entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. Non-controlling interest represents the equity of consolidated joint ventures that are not owned by the Company.
The accompanying consolidated financial statements include the accounts of collateralized loan obligations ("CLOs") issued and securitized by wholly owned subsidiaries of the Company. The Company has determined the CLOs are VIEs of which the Company's subsidiary is the primary beneficiary. The assets and liabilities of the CLOs are consolidated in the accompanying consolidated balance sheets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Acquisition Expenses
For commercial mortgage loans, held for investment the Company capitalizes certain direct costs relating to loan origination activities. The cost is amortized over the life of the loan and recognized in Interest income in the consolidated statements of operations. Acquisition expenses paid on future funding amounts are expensed within the Acquisition expenses in the consolidated statements of operations.
Cash and Cash Equivalents
Cash consists of amounts deposited with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. Cash equivalents include short-term, liquid investments in money market funds with original maturities of 90 days or less when purchased. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured up to applicable account limits.
Restricted Cash
Restricted cash primarily consists of cash pledged as margin on repurchase agreements and derivative transactions, the duration of which generally matches the duration of the related repurchase agreements or derivative transactions, and cash reserves that are a requirement of Fannie Mae Delegated Underwriting and Servicing (DUS) program.
Investment Securities, held to maturity
Investment securities, held to maturity, consist of U.S. Treasury securities. These investment securities are pledged as collateral to satisfy reserve requirements of the Fannie Mae DUS program. The Company classifies these debt securities as held-to-maturity (“HTM”). HTM debt securities are those debt securities in which the Company has the ability and intent to hold the security until maturity. HTM debt securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts, less allowance for credit losses. The Company includes accrued interest as part of the HTM debt security amortized cost basis.
Commercial Mortgage Loans
Held for Investment - Commercial mortgage loans that are held for investment purposes and are anticipated to be held until maturity, are carried at cost, net of unamortized acquisition expenses, discounts or premiums and unfunded commitments. Commercial mortgage loans, held for investment purposes, are carried at amortized cost less an allowance for credit losses. Interest income is recorded on the accrual basis and related discounts, premiums and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization or accretion is reflected as an adjustment to interest income in the consolidated statements of operations. Guaranteed loan commitment fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest rate method. The accretion of guaranteed loan commitment fees is recognized in Interest income in the consolidated statements of operations.
Held for Sale - Commercial mortgage loans that are intended to be sold in the foreseeable future are reported as held for sale and are recorded at the lower of cost or fair value with changes recorded through the statements of operations. Unamortized loan origination costs for commercial mortgage loans held for sale that are carried at the lower of cost or fair value are capitalized as part of the carrying value of the loans and recognized upon the sale of such loans. Amortization of origination costs ceases upon transfer of commercial mortgage loans to held for sale.
Held for Sale, Measured at Fair Valu e - The fair value option provides an option to irrevocably elect fair value as an alternative measurement for selected financial assets, financial liabilities, and written loan commitments. The Company has elected to measure commercial mortgage loans held for sale in the Company's Agency and Conduit business under the fair value option. These commercial mortgage loans are included in Commercial mortgage loans, held for sale, measured at fair value in the consolidated balance sheets. Interest income received on these loans is recorded on the accrual basis of accounting and is included in Interest income in the consolidated statements of operations. Costs to originate these investments are expensed when incurred.
For loans issued to GSE's and Agencies (“Agency Loans”), the Company also retains the rights to service the loans ("MSRs"), and receives fees for such servicing during the life of the loans, which generally last seven years or more. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the adjusted value of the related mortgage loans sold.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Sales of Agency Loans are considered transfers of financial assets, which are accounted for as sales when control over the assets have been transferred. The criteria for control to be transferred are (1) the assets have been isolated, put presumptively beyond the reach of the Company, even in bankruptcy, (2) the transferee has the right to pledge or exchange the transferred financial assets, and (3) the Company does not maintain effective control over the transferred financial assets. The Company has determined that all loans sold have met these specific conditions.
Mortgage Servicing Rights, net
The Company originates, sells, and services multifamily, healthcare, and senior-living related loans under programs offered by government and government-sponsored enterprises. These loans are generally held for short periods and minimal interest income is earned from these activities. Instead, the Company receives origination fees when it closes the loans and sale premiums when it sells the loans. Upon sale, the Company typically retains the MSRs and earns servicing fees over the life of the loans, which often extend seven years or longer.
When the Company commits to originate a loan with a borrower and sell it to an investor, income for the related MSR is recognized as a derivative asset. The asset is recognized at fair value based on the discounted expected net cash flows associated with the servicing of the loan. Once funded, the holding period for mortgage loans originated by the Company is approximately 30 days. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the adjusted value of the related mortgage loans sold. Once sold, the Company retains the servicing rights and the value allocated to the associated MSR is reclassed and capitalized as an individual originated MSR ("OMSR") asset on the consolidated balance sheets. The Company utilizes the amortization method to account for MSRs, under which the MSRs are amortized over the period of net servicing income or loss. Amortization of MSRs is recorded as a reduction of Servicing revenues, net in the consolidated statements of operations.
MSRs are initially recorded at fair value and subsequently carried at amortized cost. The following assumptions were used in estimating the fair value of the capitalized MSRs:
• Discount Rate: We used discount rates ranging from 8 % to 14 %, representing a weighted average discount rate of 10 %, based on management's best estimate of the market to determine the present value of MSRs.
• Servicing Cost: The difference between estimated future cash flows and future cost to service a loan by a market participant for the estimated life of the MSR.
• Estimated Life: Estimated MSR life is based on stated yield-maintenance or prepayment-protection terms of the underlying loans.
The fair value of MSRs from loans we originate and sell are estimated considering market prices for similar MSRs, when available, and by estimating the present value of the future net cash flows of the capitalized MSRs, net of adequate compensation for servicing. Adequate compensation is based on the market rate of similar servicing contracts.
The MSR portfolio is evaluated for impairment at each reporting period by comparing the aggregate carrying amount of the MSRs to their aggregate fair value. For purposes of impairment evaluation, the MSRs are stratified based on the predominant risk characteristics of the underlying loans, which the Company has identified as loan type, and prepayment or default behavior, which vary by Agency. If the carrying value of an MSRs strata exceeds fair value, a valuation allowance is established. The Company utilizes an independent third-party valuation expert to assist in determining the estimated fair value of our MSR portfolio on a quarterly basis.
The Company writes off MSRs related to loans that were repaid prior to their expected maturity and loans that are determined to be unrecoverable. The write-off is recorded as a direct, permanent, reduction to the carrying value of MSRs and is included as a component of Servicing revenue, net in the consolidated statements of operations.
Revenue Recognition
Interest Income
Interest income is accrued based on the actual coupon rate adjusted for accretion of any purchase discounts, the amortization of any purchase premiums and the accretion of any deferred fees, in accordance with GAAP. The Company may place loans as non-performing when the loan becomes 90 days past due or there is reasonable doubt about collection. When a loan is designated as non-performing status and put on non-accrual or cost recovery status, interest is only recorded as interest income or applied against the amortized cost basis of the loan, respectively, when received. A loan may be placed back on accrual status if we determine it is probable that we will collect all payments which are contractually due.
Revenue from Real Estate Owned
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Revenue from real estate owned represents income associated with the operations of commercial real estate properties, primarily base rent and reimbursements from property operating expenses. We recognize fixed rental income on a straight line basis over the non-cancelable lease term. Income for these activities is recognized when collection is reasonably assured and as the services under the arrangement have been provided.
Servicing Fees, net
Servicing fees are earned for servicing mortgage loans, including all activities related to servicing the loans, and are recognized as services are provided over the life of the related mortgage loan. Servicing fees include the net fees earned on borrower prepayment penalties, other ancillary fees, and any write-offs related to loans repaid prior to their expected maturity.
Gain on sales, including fee-based service, net
Gains on sales include loan origination fees, gain on the sale of loans, changes to the fair value of mortgage loans held for sale and derivative financial instruments attributable to the loan commitments and forward sale commitments, and other miscellaneous loan fees. Loan origination fees and gain on the sale of loans originated are recognized when the Company commits to make a loan to a borrower.
Goodwill and Other Intangible Assets
The Company typically uses independent third party valuation specialists to assist us in estimating the fair value and estimated useful lives of intangible assets.
The Company has intangible assets consisting of both finite and indefinite lived intangibles. Finite lived intangibles include above-market and below-market in-place leases, developed technology, and non-compete agreements. Indefinite lived intangibles include agency licenses.
Intangible lease assets or liabilities related to above-market and below-market in-place leases are recorded based on the present value of the difference between the contractual rent amounts and management’s estimate of market rates measured over a period equal to the remaining terms of the leases, including lease renewals where applicable. Key assumptions in the estimated fair values of in-place leases includes estimated direct costs to obtain the "in place" tenant, such as commissions and tenant improvements, and opportunity costs associated with lost rentals, which are calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease.
Developed technology intangible assets are recorded based on the cost the Company would incur in rebuilding the technology. Key assumptions include the costs to replace the technology plus the developer's profit and entrepreneurial incentive.
Non-compete intangible assets are recorded based on the present value of the projected revenue differences tied to such arrangement. Key assumptions in calculating the value of such intangible asset include projected revenue, the selected discount rate, and the terms of the agreement.
The Company's agency licenses are deemed to have an indefinite life due to their continuous economic value. The key assumptions in the determination of the value of the licenses include the projected revenue and servicing fees, the selected discount rate, and the time period over which revenue would be generated.
Finite lived intangibles are amortized over their estimated useful lives on a straight-line basis. Intangible assets deemed to have indefinite lives are not amortized and instead are assessed for impairment annually when events or circumstances indicate that the carrying value may be impaired.
Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired. The Company does not amortize goodwill and tests for impairment at least annually. The Company tests for impairment by assessing qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount. Such qualitative factors include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of the Company and other relevant Company specific factors. Key assumptions considered in assessing overall financial performance include, but are not limited to rate lock volume, forecasted or actual EBITDA, forecasted or actual revenue, net cash generated and growth in MSR value.
If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company will perform the goodwill impairment test. A goodwill impairment will be recorded if the carrying value of the Company exceeds its fair value as a result of the goodwill impairment test.
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Allowance for Loss Sharing
Mortgage loans originated and sold by the Company to Fannie Mae under the Fannie Mae DUS program are subject to the terms and conditions of the Loss Sharing Addendum to the Multifamily Selling and Servicing Agreement, effective August 1, 2019 and amended effective June 15, 2021. Under the Loss Sharing Agreement, the Company is responsible for absorbing certain losses incurred by Fannie Mae with respect to loans originated under the DUS program. The compensation for this risk of loss is a component of servicing fees on the loan.
When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. On the date the Company commits to make a loan to a borrower, a liability for the current expected credit losses related to the loan is recognized in Allowance for loss sharing on the consolidated balance sheets.
The estimate of expected credit losses is determined based on detailed loan-specific characteristics, including loan-to-value (LTV) ratio, vintage year, loan term, property type, occupancy, and geographic location. The evaluation also considers the financial performance of the borrower, expected payments of principal and interest, as well as qualitative factors, utilizing both internal and external information. This approach incorporates past events, current conditions, and forward-looking information through the use of projected macroeconomic scenarios over reasonable and supportable forecasts.
Subsequent changes (favorable and unfavorable) in expected credit losses each period are recognized immediately in (Provision)/benefit for credit losses in the consolidated statement of operations as allowance for loss sharing expense or a reversal of provision for loss sharing.
Mortgage Loan Repurchase
When a loan is sold under the Fannie Mae DUS and Ginnie Mae programs, the Company retains an option to repurchase individual delinquent loans that meet certain criteria. Loans are considered delinquent when a payment has been missed for four consecutive months. At the Company’s option, and without Fannie Mae’s or Ginnie Mae’s prior authorization, the Company may repurchase the delinquent loan for an amount equal to 100% of the remaining unpaid principal balance of the loan plus applicable interest and the Company’s share of delinquency resolution costs. Under FASB ASC Topic 860, Transfers and Servicing, (“ASC 860”), once the Company has the unilateral ability to repurchase the delinquent loan and that ability has a more-than-trivial benefit to the Company, the Company is deemed to have regained effective control of the loan and is required to recognize the loan on its consolidated balance sheets with an offsetting liability, regardless of the Company’s intent to repurchase the loan. Historically the Company has not elected the option to repurchase eligible loans.
At December 31, 2025, there were three delinquent Ginnie Mae loans with an unpaid principal balance of $ 17.9 million eligible to be repurchased by the Company. During the year ended December 31, 2025, the Company did not exercise its option to repurchase any delinquent loans and it is not probable that the Company will be required to repurchase these delinquent loans. Loans meeting the criteria for the repurchase option are included in the Loan repurchase option asset with an offsetting Loan repurchase option liability on the consolidated balance sheets.
Servicing Fee Payable
The Company provides additional payments to certain employees, both current and former, and third-party consultants by providing them with a percentage of the servicing fee revenue that is earned by the Company, which is initially recorded as a liability when the Company commits to make a loan to a borrower (“the servicing fee payable”). The initial fair value of the liability represents the expected net cash payments over the life of the related mortgage loan that are discounted at a rate that reflects the credit and liquidity risk of the related MSR. The Company incurs an expense over the life of each loan as long as the related loan is performing. If a particular loan is not performing, the recipient will not receive any additional compensation on that loan, and if a loss sharing event is triggered, the recipient will not receive any portion of the additional compensation on other loans.
The servicing fee payable to current employees is included within Accrued compensation on the consolidated balance sheets. The initial fair value of the related expense and the changes in the fair value of the servicing fee payable over the life of the related mortgage loan for current employees is included within Compensation and benefits , on a net basis, in the consolidated statement of operations in the period in which the change occurs. The changes in the fair value of the servicing fee payable over the life of the related mortgage loan for former employees and third-party consultants is included within Professional fees, on a net basis, in the consolidated statement of operations in the period in which the change occurs.
Deferred Compensation Plans (Nonqualified)
The nonqualified deferred compensation plans are liability-classified cash based plans that are intended to promote the interest of the Company by creating incentives for employees in the form of long term compensation awards. Awards may be
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granted annually and generally vest over a period of four years. Certain employees participate in the Deferred Cash Plan (“DC Plan”) and the Profit Incentive Plan provided by the Company.
All long-term incentive (“LTI”) plans attribute expected future benefits to a period of service greater than one year. The Company accrues the cost of such awards issued under the LTI plans over the period of the employee’s service in a systematic and rational manner such that at the end of the period the aggregate amount accrued equals the value of the benefits expected to be provided to the employee in exchange for the employee’s service to that date.
Operating Leases
The Company's lease portfolio primarily contains real estate operating leases, which are accounted for in accordance with Topic 842, Leases. The Company determines if an arrangement is or contains a lease at contract inception. When a lease exists, The Company records a right-of-use ("ROU") asset and lease liability, which are initially recognized based on the discounted future lease payments over the term of the lease. Variable lease payments are not included in the measurement of ROU assets and lease liabilities.
As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. Tenant improvement allowances are netted against the associated ROU asset and accreted over the leasehold period.
Our leases generally include options to extend or terminate use of the underlying assets. These options are included in the lease term used to determine ROU assets and lease liability when The Company is reasonably certain they will be exercised.
The Company elected the practical expedient related to lease and non-lease components, which allows a lessee to not separate non-lease from lease components and instead account for consideration paid in a contract as a single lease component.
Operating lease expense is recognized on a straight-line basis over the lease term with the expense recorded in Other expenses the consolidated statements of operations.
Real estate owned
The Company classifies its real estate owned as long-lived assets held for investment or as long-lived assets held for sale. Held for investment assets are stated at cost, as adjusted for any impairment loss, less accumulated depreciation. Held for sale assets are stated at fair value, less costs to sell.
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate and related intangible assets may not be recoverable. When indicators of potential impairment are present, management assesses whether the respective carrying values will be recovered from the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition for assets held for use, or from the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts such assets to the respective estimated fair values and recognizes an impairment loss. Estimated fair values are calculated based on the following information, depending upon availability, in order of preference: (i) recent market prices from third-party purchasers (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated sales value (which is based on key assumptions such as estimated market rents, lease-up periods, estimated lease terms, and capitalization and discount rates) less estimated selling costs.
Real estate owned, held for investment - Amounts capitalized to real estate owned, held for investment consist of the cost of acquisition or construction, any tenant improvements or major improvements, betterments that extend the useful life of the related asset, and transaction costs associated with the acquisition of the asset. All repairs and maintenance are expensed as incurred. Additionally, the Company capitalizes interest while the development, or redevelopment, of a real estate owned asset is in progress. No developments or redevelopments of real estate owned assets are in progress as of December 31, 2025.
The Company’s real estate owned, held for investment assets are depreciated or amortized using the straight-line method over the following useful lives:
Building 40 years
Furniture, fixtures, and equipment 15 years
Site Improvements 5 - 25 years
Intangible Lease Assets and Liabilities Lease Term
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Real estate owned, held for sale - Real estate owned is classified as held for sale in the period in which the following six criteria under ASC Topic 360, "Property, Plant, and Equipment" are met: (i) we commit to a plan and have the authority to sell the asset; (ii) the asset is available for sale in its current condition; (iii) we have initiated an active marketing plan to locate a buyer for the asset; (iv) the sale of the asset is both probable and expected to qualify for full sales recognition within a period of 12 months; (v) the asset is being actively marketed for sale at a price that is reflective of its current fair value; and (vi) we do not anticipate changes to our plan to sell the asset. Held for sale assets are carried at the lower of depreciated cost or estimated fair value, less estimated costs to sell.
Real estate owned assets are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be accrued. Upon the disposition of a real estate owned asset, the Company calculates realized gains and losses as net proceeds received less the carrying value of the real estate owned asset. Net proceeds received are net of direct selling costs associated with the disposition of the real estate owned asset.
Intangible Lease Assets and Liabilities of Acquired Properties
The estimated fair values of above-market and below-market in-place leases are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of market rates for the corresponding in-place leases, measured over a period equal to the remaining terms of the leases, taking into consideration the probability of renewals for any below-market leases. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and amortized as an adjustment to rental revenues over the remaining terms of the respective leases.
The estimated fair values of in-place leases include an estimate of the direct costs associated with obtaining the acquired or "in place" tenant and estimates of opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease. The amount capitalized as direct costs associated with obtaining a tenant include commissions, tenant improvements, and other direct costs and are estimated based on management’s consideration of current market costs to execute a similar lease. These direct lease origination costs are included in deferred lease costs in the accompanying consolidated balance sheets and are amortized over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These lease intangibles are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized over the remaining terms of the respective leases.
Credit Losses
The allowance for credit losses, required under ASU 2016-13, is deducted from the amortized cost basis of loans that are held-to-maturity in the consolidated balance sheets.
General allowance for credit losses
The general allowance for credit losses for the Company’s financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans held for investment and unfunded loan commitments represents a lifetime estimate of expected credit losses. Factors considered by the Company when determining the general provision for credit losses reserve include loan-specific characteristics such as loan-to-value (“LTV”) ratio, vintage year, loan term, property type, occupancy and geographic location, financial performance of the borrower, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and forward looking information through the use of projected macroeconomic scenarios over the reasonable and supportable forecasts.
The general allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, the Company measures the general allowance for credit losses on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset’s risk characteristics change, the Company evaluates whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually.
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In measuring the general allowance for credit losses for financial instruments such as loans held for investment and unfunded loan commitments that share similar risk characteristics, the Company primarily applies a probability of default (“PD”)/loss given default (“LGD”) model for instruments that are collectively assessed, whereby the allowance for credit losses is calculated as the product of PD, LGD and exposure at default (“EAD”) estimates. The Company’s model to determine the general allowance for credit losses principally utilizes historical loss rates derived from a commercial mortgage backed securities database with historical losses from 2002 to 2021 provided by a reputable third party, forecasting the loss parameters based on a projected macroeconomic scenario using a probability-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by an immediate reversion to average historical losses.
Specific allowance for credit losses
For financial instruments where the borrower is experiencing financial difficulty based on the Company’s assessment at the reporting date and the repayment is expected to be provided substantially through the operation or sale of the collateral, the Company may elect to use as a practical expedient the fair value of the collateral at the reporting date when determining the provision for credit losses.
For loans held for investment which the Company identifies reasonable doubt as to whether the collection of contractual components can be satisfied, a loan specific allowance for credit losses analysis is performed. Determining whether a specific allowance for credit losses for a loan is required entails significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to have a specific allowance for credit losses, the specific allowance for credit losses is recorded as a component of our Current Expected Credit Loss ("CECL") reserve by applying the practical expedient for collateral dependent loans. The CECL reserve is assessed on an individual basis for such loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. The estimated fair value of the underlying collateral requires judgments, which may include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plans, loan sponsorship, actions of other lenders, and other factors deemed relevant by the Company. Actual losses, if any, could ultimately differ materially from these estimates. The Company only expects to write-off specific provisions if and when such amounts are deemed non-recoverable. Non-recoverability is generally determined at the time a loan is settled, or in the case of foreclosure, when the underlying asset is sold. Non-recoverability may also be concluded if, in the Company's determination, it is deemed certain that all amounts due will not be collected. If a loan is determined to be impaired based on the above considerations, management records a write-off through a charge to the allowance for credit losses and the respective loan balance.
Risk Rating
In developing the provision for credit losses for its loans held for investment, the Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability, using similar factors as those in developing the provision for credit losses. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Risk rating categories range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss with the ratings updated quarterly. At the time of origination or purchase, loans held for investment are ranked as a “2” and will move accordingly going forward based on the ratings which are defined as follows:
1. Very Low Risk- Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2. Low Risk- Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3. Average Risk- Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4. High Risk/Delinquent/Defaulted/Potential for Loss- Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5. Impaired/Loss Likely- Underperforming investment with expected loss of interest and some principal.
The Company also considers qualitative and environmental factors, including, but not limited to, economic and business conditions, nature and volume of the loan portfolio, lending terms, volume and severity of past due loans, concentration of credit and changes in the level of such concentrations in its determination of the provision for credit losses.
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Changes in the provision for credit losses for the Company’s financial instruments are recorded in (Provision)/benefit for credit losses in the consolidated statements of operations with a corresponding offset to the financial instrument’s amortized cost or as a component of Accounts payable and accrued expenses, in the consolidated balance sheets, for unfunded loan commitments.
The Company has elected to not measure a provision for credit losses for accrued interest receivable as balances are written off in a timely manner when loans, real estate securities or preferred equity investments are designated as non-performing and placed on non-accrual or cost recovery status within 90 days of becoming past due.
Non-performing status
The Company designates loans as non-performing when (i) full payment of principal and coupon interest components become 90-days past due ("non-accrual status") or (ii) the Company has reasonable doubt as to whether the collection of contractual components can be satisfied ("cost recovery status"). When a loan is designated as non-performing and placed on non-accrual status, interest is only recognized as income when payment has been received. Loans designated as non-performing and placed on non-accrual status are removed from their non-performing designation when collection of principal and coupon interest components have been satisfied. When a loan is designated as non-performing and placed on cost recovery status, the cost-recovery method is applied to which receipt of principal or coupon interest is recorded as a reduction to the amortized cost until collection of all contractual components are reasonably assured.
Real Estate Securities
Available For Sale
The Company’s real estate securities are classified as available for sale ("AFS") and carried at fair value. Changes in fair value of available for sale real estate securities are recognized in the consolidated statements of comprehensive income. Related discounts, premiums and acquisition expenses on investments are amortized or accreted over the life of the investment using the effective interest method. Amortization and accretion are reflected as an adjustment to interest income in the consolidated statements of operations. The Company uses the specific identification method in determining the cost relief for real estate securities sold. Realized gains and losses from the sale of available for sale securities are included in the consolidated statements of operations.
AFS real estate securities which have experienced a decline in the fair value below their amortized cost basis (i.e., impairment) are evaluated each reporting period to determine whether the decline in fair value is due to credit-related factors. Any impairment that is not credit-related is recognized in accumulated other comprehensive income, while credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment in the consolidated statements of operations. If the Company intends to sell an impaired real estate security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount is recognized in the consolidated statements of operations with a corresponding adjustment to the security’s amortized cost basis.
The Company analyzes the AFS real estate securities portfolio on a periodic basis for credit losses at the individual security level using the same criteria described above for those amortized cost financial assets subject to a provision for credit losses including, but not limited to: performance of the underlying assets in the security, borrower financial resources and investment in collateral, collateral type, credit ratings, project economics and geographic location as well as national and regional economic factors.
The non-credit loss component of the unrealized loss within the Company’s AFS portfolio is recognized as an adjustment to the individual security’s asset balance with an offsetting entry to Accumulated other comprehensive income/(loss) in the consolidated balance sheets.
Equity Method Investments
The Company's investments are accounted for under the equity method when (i) requirements for consolidation are not met, and (ii) we have significant influence over the operations of the investee. Under this method, the investments are initially recorded at cost and subsequently adjusted for the Company's share of net income or loss and cash contributions or distributions made during the reporting period.
Net income or loss is allocated based on the ownership interest that is controlled by the Company. The agreements may designate different percentage allocations among investors for profits and losses; however, our recognition generally follows the entity’s distribution priorities, which may change upon the achievement of certain investment return thresholds.
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Equity method investments are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If impairment is identified, a loss is recognized for the amount by which the carrying value exceeds the estimated fair value. Our impairment analyses can include current plans, intended holding periods, and other relevant facts and circumstances that exist at the time the analysis is performed.
Repurchase Agreements
Commercial mortgage loans and real estate securities sold under repurchase agreements have been treated as collateralized financing transactions because the Company maintains effective control over the transferred securities. Commercial mortgage loans and real estate securities financed through repurchase agreements remain in the consolidated balance sheets as an asset and cash received from the purchaser is recorded as a liability. Interest paid in accordance with repurchase agreements is recorded in Interest expense in the consolidated statements of operations.
Deferred Financing Costs
The deferred financing costs related to the Company's various Master Repurchase Agreements as well as certain prepaid subscription costs are included in Prepaid expenses and other assets in the consolidated balance sheets. Deferred financing cost on the Company's CLO are netted against the Company's CLO payable in Collateralized loan obligations in the consolidated balance sheets. Deferred financing costs are amortized over the terms of the respective financing agreement using the effective interest rate method and included in Interest expense in the consolidated statements of operations. Unamortized deferred financing costs are generally realized in Gain/(loss) on other real estate investments in the consolidated statements of operations when the associated debt is refinanced or repaid before maturity.
Offering and Related Costs
The Company has from time to time offered, shares of the Company’s common stock or one or more series of its preferred stock, in private placements exempt from the registration requirements of the Securities Act of 1933, as amended. In connection with these offerings, the Company incurred various offering costs. These offering costs include but are not limited to legal, accounting, printing, mailing and filing fees, and diligence expenses of broker-dealers. Offering costs for the common stock are recorded in the Company’s stockholders’ equity. Offering costs for the preferred stock were expensed in the consolidated statement of operations.
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Equity Incentive Plan
The Company maintains the Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”), pursuant to which the Company has granted and may grant in the future, from time to time, equity awards to the Company’s directors, officers and employees, employees of the Advisor and its affiliates, or certain of the Company’s consultants, advisors or other service providers to the Company or an affiliate of the Company. The 2021 Incentive Plan, which is administered by the Compensation Committee of the board of directors, provides for the grant of awards of share options, share appreciation rights, restricted shares, restricted share units, deferred share units, unrestricted shares, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards, long-term incentive plan units and cash bonus awards.
Since 2022, the Company has been issuing annual awards of restricted stock units ("RSUs") under the 2021 Incentive Plan to its officers, and certain other personnel of the Advisor who provide services to the Company. These awards are service-based and vest in equal annual installments beginning on the anniversary of the date of grant over a period of three years for RSUs. One share of the Company’s common stock is issued for each RSU that vests. In addition, the Company issues annual awards of restricted stock under the 2021 Incentive Plan to its directors, which vest in full on the earlier of the first anniversary of the grant date and the date immediately prior to the Annual Meeting of Stockholders in the subsequent year, subject to continuing service. The RSUs grant non-forfeitable dividend equivalent rights equal to the cash dividend paid in the ordinary course on a common share to the Company's common shareholders, while holders of restricted stock receive cash dividends in the ordinary course in the same manner as other common shares. Upon termination for any reason, all unvested RSUs and restricted stock will be forfeited by the grantee, who will be given no further rights to such awards. The fair value of the RSUs and restricted stock are expensed over the vesting period and included in Share-based compensation in the consolidated statements of operations.
Distribution Reinvestment Plan
The Company maintains a dividend reinvestment plan ("DRIP") pursuant to which stockholders may reinvest dividends into shares of the Company's common stock. Shares of common stock purchased through the DRIP for dividend reinvestments are supplied either directly by the Company as newly issued shares or via purchases by the DRIP administrator of shares of common stock on the open market, at the Company’s option. If the shares are purchased in the open market, the purchase price is the average price per share of shares purchased; if the shares are purchased directly from the Company, the purchase price is generally the average of the daily high and low sales prices for a share of common stock reported by the NYSE on the dividend payment date authorized by the Company’s board of directors. The Company may suspend, modify or terminate the DRIP at any time in its sole discretion.
Income Taxes
The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90 % of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a year, it will not be subject to U.S. federal income tax to the extent of the income that it distributes. However, even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on income in addition to U.S. federal income and excise taxes on its undistributed income. The Company, through its TRSs, is indirectly subject to U.S. federal, state and local income taxes. The Company’s TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as C corporations. For financial reporting purposes, the TRSs are consolidated and a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRS. Total income tax (provision)/benefit for the years ended December 31, 2025, 2024, and 2023 were $( 3.9 ) million, $( 1.1 ) million, and $ 2.8 million, respectively.
The Company uses a more-likely-than-not threshold for recognition and derecognition of tax positions taken or to be taken in a tax return. The Company has assessed its tax positions for all open tax years beginning with December 31, 2017 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.
The Company utilizes the TRSs to reduce the impact of the prohibited transaction tax and to avoid penalty for the holding of assets not qualifying as real estate assets for purposes of the REIT asset tests. Any income associated with a TRS is fully taxable because the TRS is subject to federal and state income taxes as a domestic C corporation based upon its net income.
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December 31, 2025
Derivatives and Hedging Activities
In the normal course of business, the Company is exposed to the effect of interest rate changes and may undertake a strategy to limit these risks through the use of derivatives. The Company uses derivatives primarily to economically hedge against interest rates, CMBS spreads and macro market risk in order to minimize volatility. The Company may use a variety of derivative instruments that are considered conventional, including but not limited to: Treasury note futures and credit derivatives on various indices including CMBX and CDX.
The Company also enters into loan commitments with borrowers on loan originations whereby the interest rate on the prospective loan is determined prior to funding. In general, the Company simultaneously enters into forward sale commitments with investors in order to hedge against the interest rate exposure on loan commitments. The forward sale commitment with the investor locks in the interest rate and price for the sale of the loan. The terms of the loan commitment with the borrower and the forward sale commitment with the investor are matched with the objective of hedging interest rate risk. Loan commitments and forward sale commitments are considered derivative instruments.
The Company recognizes all derivatives on the consolidated balance sheets at fair value. The estimated fair value of loan commitments includes values attributable to loan origination fees, premiums on the sale of loans, the fair value of the MSR, and changes in fair value due to interest rate movements between the date of the rate lock and period end. The estimated fair value of forward sale commitments includes the changes in fair value due to interest rate movements between the rate lock and period end. The Company does not designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and, therefore, any net payments under, or fluctuations in the fair value of these derivatives have been recognized currently in Unrealized (gain)/loss on derivative instruments and (Gain)/loss on sales, including fee-based servicing , in the accompanying consolidated statements of operations based on the nature of the derivative.
The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately within restricted cash in the consolidated balance sheets. Certain derivatives that the Company has entered into are subject to master netting agreements with its counterparties, allowing for netting of the same transaction, in the same currency, on the same date.
Per Share Data
The Company’s Series H convertible preferred stock (the "Series H Preferred Stock") and Series I convertible preferred stock (the "Series I Preferred Stock") (when it was outstanding) are each considered a participating security and the Company calculates basic earnings per share using the two-class method. The Company’s dilutive earnings per share calculation is computed using the more dilutive result of the treasury stock method, assuming the participating security is a potential common share, or the two-class method, assuming the participating security is not converted. The Company calculates basic earnings per share by dividing net income applicable to common stock for the period by the weighted-average number of shares of common stock outstanding for that period. Diluted earnings per share reflects the potential dilution that could occur from shares outstanding if potential shares of common stock with a dilutive effect have been issued in connection with the 2021 Incentive Plan or upon conversion of the outstanding shares of the Company’s Series H Preferred Stock and Series I Preferred Stock (when it was outstanding), except when doing so would be anti-dilutive.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Reportable Segments
The Company has determined that it has four reportable segments based on how the chief operating decision maker reviews and manages the business. The four reporting segments are as follows:
• The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgages, subordinate mortgages, mezzanine loans and participations in such loans. The business also focuses on investing in and asset managing real estate securities, historically focusing on CMBS, CMBS bonds, CDO notes, and other securities.
• The Agency Business focuses on originating, selling, and servicing loans under programs offered by GSE’s and Agencies, such as Fannie Mae, Freddie Mac, Ginnie Mae, and HUD. Additionally, the business services external portfolios of commercial real estate financing products.
• The commercial real estate conduit business, operated through the Company's TRS, is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit. The TRS may also hold certain mezzanine loans that don't qualify as good REIT assets due to any potential loss from foreclosure.
• The real estate owned business represents real estate acquired by the Company through foreclosure, deed-in-lieu of foreclosure, or purchase.
See Note 22 - Segment Reporting for further information regarding the Company's segments.
Redeemable Convertible Preferred Stock
The Company’s outstanding classes of redeemable convertible preferred stock are classified outside of permanent equity in the consolidated balance sheets as they qualify as mezzanine equity given the potential redemption options.
Series H Preferred Stock
The Series H Preferred Stock ranks senior to our common stock and on parity with the Company’s 7.50 % Series E Cumulative Redeemable Preferred Stock ("Series E Preferred Stock") with respect to priority in dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company. The liquidation preference of each share of Series H Preferred Stock is the greater of (i) $ 5,000 plus accrued and unpaid dividends, and (ii) the amount that would be received upon a conversion of the Series H Preferred Stock of the common stock.
Dividends on the Series H Preferred Stock, which are typically declared and paid quarterly, accrue at a rate equal to the greater of (i) an annual amount equal to 4.0 % of the liquidation preference per share and (ii) the dividends that would have been paid had such share of Series H Preferred Stock been converted into a share of common stock on the first day of such quarter, subject to proration in the event the share of Series H preferred stock is not outstanding for the full quarter. Dividends are paid in arrears. Dividends will accumulate and be cumulative from the most recent date to which dividends had been paid.
On January 20, 2026, the Company, following approval of the sole holder, amended the Articles Supplementary relating to the Series H Preferred Stock to extend the mandatory conversion date for the Series H Preferred Stock, which was set to occur on January 21, 2026, to January 21, 2028. Unless earlier converted, the Series H Preferred Stock will automatically convert into common stock at a rate of 299.2 shares of common stock per share of Series H Preferred Stock (subject to adjustments as described in the Articles Supplementary for the Series H Preferred Stock) on January 21, 2028; provided that the Company and the holder(s) of all of the then outstanding Series H Preferred Stock may mutually agree in writing prior to the mandatory conversion date to one or more one-year extensions of the mandatory conversion date. The holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through December 2027, upon 10 business days’ advance notice to the Company.
Holders of the Series H Preferred Stock (voting as a single class with holders of common stock) are entitled to vote on each matter submitted to a vote of the stockholders of the Company upon which the holders of common stock are entitled to vote. The number of votes applicable to a share of outstanding Series H Preferred Stock will be equal to the number of shares of common stock a share of Series H Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote (rounded down to the nearest whole number of shares of common stock). In addition, the affirmative vote of the holders of two-thirds of the outstanding shares of Series H Preferred Stock, voting as a single class with other shares of parity preferred stock, is required to approve the issuance of any equity securities senior to the Series H Preferred Stock and to take certain actions materially adverse to the holders of the Series H Preferred Stock.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Series I Preferred Stock
On January 19, 2023, all of the 1,000 outstanding shares of the Series I Preferred Stock converted by their terms into 299.2 shares of common stock per share of Series I Preferred Stock.
Perpetual Preferred Stock—Series E Preferred Stock
The Series E Preferred Stock has no stated maturity and is not subject to any sinking fund or mandatory redemption. The Series E Preferred Stock ranks, with respect to rights to the payment of dividends and the distribution of assets upon its liquidation, dissolution or winding up, senior to the common stock and on a parity with the Series H Preferred Stock. The liquidation preference is $ 25.00 per share, plus an amount equal to any accumulated and unpaid dividends.
Holders of shares of the Series E Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 7.50 % of the $ 25.00 per share liquidation preference per annum (equivalent to $ 1.875 per annum per share). Dividends on the Series E Preferred Stock are cumulative and payable quarterly in arrears.
Dividends on the Series E Preferred Stock will accumulate whether or not the Company has earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are declared.
The Company may, at its option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series E Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $ 25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. Upon a change of control of the Company, in the event the Company does not redeem the Series E Preferred Stock, a holder of Series E Preferred Stock will have the right to convert to common stock upon the terms set forth in the applicable Articles Supplementary.
The Series E Preferred Stock is listed on the New York Stock Exchange under the symbol “FBRT PRE.”
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. For the year ended December 31, 2025, the Company adopted and implemented the amendments and related disclosure requirements, which were applied prospectively. Refer to Note 24 - Income Taxes for details.
In March 2024, the FASB issued ASU, 2024-01 “Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards,” or ASU 2024-01. ASU 2024-01 improves clarity and operability without changing the guidance. ASU 2024-01 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. For the year ended December 31, 2025, the Company adopted ASU 2024-01 and the adoption did not have a material impact on the Company's consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires disaggregated disclosures of certain categories of expenses that are included on the face of the income statement. The standard is to be adopted prospectively, with the option to apply retrospectively. The Company is currently assessing the impact that ASU 2024-03 will have on the consolidated financial statements.
In September 2025, the FASB issued ASU, 2025-06 “Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40),” or ASU 2025-06. ASU 2025-06 modernizes the accounting for software costs. ASU 2025-06 is effective on a prospective basis, with options for modified transition and retrospective application, for annual periods beginning after December 15, 2027 and early adoption is permitted. The Company is currently assessing the impact that ASU 2025-06 will have on the consolidated financial statements.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 3 - Business Combinations
Acquisition of NewPoint
On July 1, 2025 (the “Acquisition Date”), the Company completed the acquisition ("the Transaction") of NewPoint Holdings JV LLC (“NewPoint”), a commercial real estate finance company offering lending solutions nationwide to investors in multifamily, affordable housing, seniors housing, healthcare, and manufactured housing properties.
The Transaction is expected to expand the Company's presence in the multifamily lending sector, with the opportunity to enhance its diversified mortgage finance platform and capitalize on agency capabilities.
The Company purchased 100 % of the outstanding equity interests of NewPoint for an aggregate purchase price of $ 427.8 million, comprised of $ 336.9 million in cash and $ 90.9 million of equity, in the form of 8,385,951 Class A units of the OP ("OP Units") issued as consideration. The OP Units were valued based on the closing market price of the Company's common shares on the acquisition date. The Company operates the acquired business through a taxable REIT subsidiary.
The Company accounted for the Transaction as a business combination under the acquisition method of accounting, which requires allocation of the total consideration transferred to the assets acquired and liabilities assumed based on their fair values as of the Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill. Determining the fair value of the assets acquired requires significant judgments, assumptions, and estimates about future events, which the Company believes are reasonable. Use of different estimates and judgments could produce materially different results. The Company may refine such estimates and adjust the assets acquired and liabilities assumed over the measurement period, which will not exceed one year from the Acquisition Date. The following is a preliminary purchase price allocation, which is subject to change as the Company finalizes its analysis over certain items such as intangible assets, MSRs, and other items.
The allocation of the purchase consideration as of July 1, 2025, subject to future measurement period adjustments, is as follows (dollars in thousands):
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Amount
Total Purchase Price $ 427,774
ASSETS
Cash and cash equivalents 25,357
Restricted cash 14,205
Investment securities, held to maturity 17,843
Commercial mortgage loans, held for sale, measured at fair value 422,011
Mortgage servicing rights, net 211,545
Derivative assets 4,268
Accrued Interest Receivable 4,475
Prepaid expenses and other assets 23,434
Equity method investments 47,614
Loan repurchase option asset 13,197
Intangible assets - agency licenses 72,500
Intangible assets - other 9,500
Goodwill 92,048
Total assets acquired $ 957,997
Repurchase agreements - commercial mortgage loans 413,797
Allowance for loss sharing 23,586
Accrued compensation 34,650
Interest Payable 1,154
Loan repurchase option liability 13,197
Accounts payable and accrued expenses 15,929
Other liabilities 27,910
Total liabilities assumed $ 530,223
Total purchase consideration $ 427,774
During the year ended December 31, 2025, the Company made measurement period adjustment resulting in a $ 1.2 million increase in deferred tax liabilities primarily resulting from adjustments to state deferred taxes.
The purchase price exceeded the estimated fair value of the assets acquired and liabilities assumed and, as a result of the purchase allocation, the Company recorded goodwill of $ 92.0 million, which has been allocated to the Agency Business segment. The goodwill recognized is attributable primarily to anticipated growth opportunities and synergies resulting from the Transaction, which provides the Company with an expanded presence in the multifamily sector and the ability to originate and service agency mortgage loans. The amount of goodwill expected to be deductible for tax purposes is approximately $ 61.7 million.
The fair value of the identifiable tangible assets and liabilities acquired in the Transaction approximated their carrying values at the Acquisition Date. The Company used independent third-party valuation specialists to assist in determining the fair value of certain intangible assets acquired and liabilities assumed, which are classified as Level III. Provisional estimates of fair value are established at the time of the acquisition. There are significant estimates used in determining the fair values of certain intangible assets acquired, which consist of mortgage servicing rights, licenses, developed technology, and non-compete agreements.
Mortgage servicing rights: When a mortgage loan is sold, the Company retains the right to service the loan and recognizes the MSR at fair value. The initial fair value represents expected net cash flows from servicing, borrower prepayment penalties, placement fees on escrows, interim cash balances, delinquency rates, late charges and ancillary fees that are discounted at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the underlying loan. After initial recognition, the MSRs will be amortized using the amortization method.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Licenses: The fair value of the licenses were estimated using a discounted cash flow method, which involves projecting revenue and servicing fees associated with the license, while accounting for related expenses. The significant unobservable input used to discount the future cash flows to present value is the discount rate of 11.5 %. These licenses are considered to have indefinite useful lives, reflecting their continuous economic value. Key assumptions are drawn from management’s projections and legal guidance.
Developed technology: The fair value was estimated based on a replacement cost method of the cost approach, which estimates the cost the Company would incur in rebuilding the technology. Under this method, fair value is equal to the replacement cost of the technology plus developer’s profit and entrepreneurial incentive, which are the key assumptions embedded into the valuation. The technology is amortized over five years based upon the estimated economic benefits received.
Non-compete agreements: The fair value of the non-compete agreements were estimated using a discounted cash flow method, which calculates the present value of projected revenue differences attributable to the agreement, adjusted for operating expenses. The significant unobservable input used to discount the future cash flows to present value is the discount rate of 11.5 %. Key assumptions are based on management input and the terms of the non-compete agreement. The agreements are amortized over a period of nine to 12 months.
The estimates above directly impact the amount of identified intangible assets recognized and the related amortization expenses in future periods. Intangible assets acquired had a weighted average useful economic life of 2.7 years. As of December 31, 2025, aggregate intangible assets relating to the Transaction of $ 78.2 million were recorded in Intangible assets, net on the consolidated balance sheets. The Company may record certain measurement period adjustments, which will be made in the period in which the amounts are determined. The current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the Acquisition Date.
For the year ended December 31, 2025, the Company recognized acquisition-related expenses of $ 3.7 million and $ 5.1 million in Other Expenses and Professional Fees, respectively, on the consolidated statement of operations.
The Company's consolidated financial statements for the year ended December 31, 2025 include the operations of NewPoint from the Acquisition Date. The following table presents NewPoint's revenue and earnings as reported in the Company's consolidated statement of operations (dollars in thousands):
Year ended December 31, 2025
Revenue $ 77,337
Net income (loss) attributable to Franklin BSP Realty Trust, Inc. 12,701
Supplemental Pro Forma Combined Information (unaudited)
The following unaudited pro forma combined financial information presents the combined results of operations of the Company, as if the Transaction occurred on January 1, 2024. The unaudited proforma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the Transaction had taken place on the date indicated or of results that may occur in the future (dollars in thousands):
Year ended December 31,
2025 2024
Total Income $ 334,907 $ 333,471
Net income (loss) attributable to Franklin BSP Realty Trust, Inc. 94,168 81,513
The unaudited pro forma financial information is based on historical information of the Company and NewPoint, along with certain material, non-recurring pro forma adjustments. The material, non-recurring pro forma adjustments primarily consist of (i) incremental amortization expense based on the preliminary fair values of the intangible assets acquired; (ii) recognition of non-controlling interest to reflect the reclassification of the OP units; (iii) a change in the valuation methodology of mortgaging servicing rights from fair value to the amortization method; (iv) increased provision for credit loss expense due to revised loss estimation methodology, (v) non-recurring transaction costs; and (vi) income tax impact of the aforementioned pro forma adjustments.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 4 - Commercial Mortgage Loans, Held for Investment
The following table presents a summary of the Company's commercial mortgage loans, held for investment, carrying values by class (dollars in thousands):
December 31, 2025 December 31, 2024
Senior loans $ 4,376,873 $ 4,947,462
Mezzanine loans 44,563 39,288
Total gross carrying value of loans 4,421,436 4,986,750
General allowance for credit losses 34,196 46,865
Specific allowance for credit losses 4,106 31,218
Less: Allowance for credit losses 38,302 78,083
Total commercial mortgage loans, held for investment, net $ 4,383,134 $ 4,908,667
For the years ended December 31, 2025 and 2024, the activity in the Company's commercial mortgage loans, held for investment carrying values, was as follows (dollars in thousands):
For the Years Ended
December 31, 2025 December 31, 2024
Amortized cost, beginning of period $ 4,986,750 $ 5,036,942
Acquisitions and originations 1,156,575 1,908,927
Principal repayments ( 1,420,373 ) ( 1,607,977 )
Dispositions ( 35,116 ) ( 33,203 )
Principal charge-off ( 32,860 ) ( 4,801 )
Deferred fees and other items (1)
( 10,304 ) ( 13,326 )
Amortization/accretion of fees and other items (1)
9,557 9,604
Transfer to real estate owned (2)
( 197,396 ) ( 307,546 )
Transfer to held for sale ( 33,909 ) —
Cost recovery ( 1,488 ) ( 1,870 )
Amortized cost, end of period $ 4,421,436 $ 4,986,750
Allowance for credit losses, beginning of period $ ( 78,083 ) $ ( 47,175 )
General (provision)/benefit for credit losses 12,669 310
Specific (provision)/benefit for credit losses ( 5,748 ) ( 36,019 )
Charge offs from specific allowance for credit losses 32,860 4,801
Allowance for credit losses, end of period $ ( 38,302 ) $ ( 78,083 )
Total commercial mortgage loans, held for investment, net $ 4,383,134 $ 4,908,667
_______________________
(1) Other items primarily consist of purchase discounts or premiums and deferred origination expenses.
(2) For additional details on properties obtained through foreclosure or deed-in-lieu of foreclosure see Note 5 - Real Estate Owned.
As of December 31, 2025 and 2024, the Company's total commercial mortgage loan, held for investment, portfolio was comprised of 169 and 155 loans, respectively.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Loan Portfolio by Collateral Type and Geographic Region
The following tables presents the composition by loan collateral type and region of the Company's commercial mortgage loans, held for investment, portfolio (dollars in thousands):
December 31, 2025 December 31, 2024
Loan Collateral Type Par Value Percentage Par Value Percentage
Multifamily $ 3,434,672 77.5 % $ 3,574,267 71.5 %
Hospitality 515,144 11.6 % 730,590 14.6 %
Industrial 309,522 7.0 % 340,195 6.8 %
Office 58,259 1.3 % 185,303 3.7 %
Retail 1,986 — % 45,613 0.9 %
Other 115,928 2.6 % 123,886 2.5 %
Total $ 4,435,511 100.0 % $ 4,999,854 100.0 %
December 31, 2025 December 31, 2024
Loan Region Par Value Percentage Par Value Percentage
Southeast $ 1,832,831 41.4 % $ 1,945,668 38.9 %
Southwest 1,431,471 32.3 % 1,877,501 37.6 %
Mideast 348,750 7.9 % 304,522 6.1 %
New England 125,982 2.8 % 177,417 3.5 %
Far West 239,874 5.4 % 171,775 3.4 %
Great Lakes 108,095 2.4 % 118,882 2.4 %
Rocky Mountain 76,180 1.7 % 114,425 2.3 %
Various (1)
272,328 6.1 % 289,664 5.8 %
Total $ 4,435,511 100.0 % $ 4,999,854 100.0 %
________________________
(1) Represents loans secured by a portfolio of properties located in various regions of the United States.
Allowance for Credit Losses
The following table presents the changes in the Company's allowance for credit losses for the years ended December 31, 2025 and 2024 (dollars in thousands):
General Allowance for Credit Losses
Specific Allowance for Credit Losses Funded Unfunded Total Total Allowance for Credit Losses
December 31, 2023 $ — $ 47,175 $ 1,133 $ 48,308 $ 48,308
Changes:
Provision/(Benefit) 36,019 ( 310 ) ( 10 ) ( 320 ) 35,699
Write offs ( 4,801 ) — — — ( 4,801 )
December 31, 2024 $ 31,218 $ 46,865 $ 1,123 $ 47,988 $ 79,206
Changes:
Provision/(Benefit) 5,748 ( 12,669 ) ( 827 ) ( 13,496 ) ( 7,748 )
Write offs ( 32,860 ) — ( 32,860 )
December 31, 2025 $ 4,106 $ 34,196 $ 296 $ 34,492 $ 38,598
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Specific Allowance for Credit Losses
The Company has elected to apply a practical expedient for collateral dependent assets in which the allowance for credit losses is calculated as the difference between the estimated fair value of the underlying collateral, less estimated cost to sell, and the amortized cost basis of the loan. As such, these loans receivable are measured at fair value on a nonrecurring basis using significant unobservable inputs and are classified as Level 3 assets in the fair value hierarchy. The fair value of the underlying collateral is determined using the market approach, the income approach, or a combination thereof. The significant unobservable input used for the income approach is the exit capitalization rate assumptions, which ranged from 5.00 % to 9.25 %. The significant unobservable input used for the market approach is the estimated fair value less cost to sell based on a negotiated price from an anticipated buyer.
In March 2021, the Company originated a first mortgage loan with a commitment of $ 48.5 million secured by an office property in Colorado. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $ 43.7 million as of December 31, 2024. The Company recorded a specific allowance for credit losses of $ 26.7 million on this loan for the year ended December 31, 2024. In February 2025, the Company, through deed-in-lieu of foreclosure, acquired the property which is recorded in Real estate owned, held for sale in the consolidated balance sheets. See Note 5 - Real Estate Owned for additional details. The Company charged off the specific allowance for credit losses at the time of the deed-in-lieu of foreclosure.
In November 2021, the Company originated a first mortgage loan with a commitment of $ 66.7 million secured by a multifamily property in Texas. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $ 66.7 million as of December 31, 2024. The Company recorded a specific allowance for credit losses of $ 3.2 million on this loan for the year ended December 31, 2024. In January 2025, the Company, through foreclosure, acquired the property which was subsequently sold in February 2025. See Note 5 - Real Estate Owned for additional details. The Company charged off the specific allowance for credit losses at the time of the foreclosure.
In December 2021, the Company originated a first mortgage loan with a commitment of $ 23.0 million secured by a multifamily property in Pennsylvania. The loan was identified by management as non-performing and placed on non-accrual status, with an amortized cost of $ 21.7 million as of December 31, 2025. The Company recorded a specific allowance for credit losses of $ 2.0 million on this loan as of December 31, 2025.
In May 2022, the Company originated a first mortgage loan with a commitment of $ 42.3 million secured by a multifamily property in Texas. The loan was identified by management as non-performing and placed on non-accrual status, with an amortized cost of $ 36.8 million as of March 31, 2025. The Company recorded a specific allowance for credit losses of $ 0.5 million on this loan as of March 31, 2025, and an additional $ 1.4 million specific allowance for credit losses in the second quarter as a result of the property's decrease in fair market value. In April 2025, the Company acquired the property through foreclosure, which is recorded in Real estate owned, held for sale in the consolidated balance sheets. See Note 5 - Real Estate Owned for additional details. The Company charged off the specific allowance for credit losses at the time of the foreclosure.
In May 2022, the Company originated a first mortgage loan with a commitment of $ 32.8 million secured by a multifamily property in Texas. In October 2025, the loan was identified by management as non-performing and placed on non-accrual status, with a specific reserve for credit losses of $ 1.1 million. In December 2025, the Company, through foreclosure, acquired the property and charged off the specific allowance for credit losses at the time of the foreclosure. See Note 5 - Real Estate Owned for additional details.
In November 2021, the Company originated a first mortgage loan with a commitment of $ 39.0 million secured by a multifamily property in Arizona. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $ 36.8 million as of December 31, 2025. The Company recorded a specific allowance for credit losses of $ 1.2 million on this loan as of December 31, 2025.
In June 2022, the Company originated a first mortgage loan with a commitment of $ 46.0 million secured by a multifamily property in North Carolina. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $ 44.5 million as of December 31, 2025. The Company recorded a specific allowance for credit losses of $ 0.9 million on this loan as of December 31, 2025.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
General Allowance for Credit Losses
The Company recorded a decrease in its general allowance for credit losses during the year ended December 31, 2025 of $ 13.5 million. The primary driver for the lower reserve balance is due to performance improvement of our portfolio since the end of the prior year. The Company recorded a decrease in its general allowance for credit losses during the year ended December 31, 2024 of $ 0.3 million. The primary driver for the lower reserve balance was due to portfolio turnover along with a more favorable macro-economic outlook since the end of the prior year. Changes in the provision for credit losses for the Company’s financial instruments are recorded in (Provision)/benefit for credit losses in the consolidated statements of operations with a corresponding offset to the financial instrument’s amortized cost recorded in the consolidated balance sheet, or as a component of Accounts payable and accrued expenses for unfunded loan commitments.
Past Due Status
The following table presents a summary of the loans amortized cost basis as of December 31, 2025 (dollars in thousands):
Current Less than 90 days past due 90 or more days past due (1)
Total
As of December 31, 2025
$ 4,288,728 $ 89,897 $ 42,811 $ 4,421,436
________________________
(1) Comprised of two mortgage loans, one of which was collateralized by an office property and the other by a multifamily property. Both mortgage loans have been designated as non-performing and placed on cost recovery status.
Non-performing Status
The following table presents the amortized cost basis of our non-performing loans as of December 31, 2025 and 2024 (dollars in thousands):
December 31, 2025 December 31, 2024
Non-performing loan amortized cost at beginning of year, January 1 $ 133,230 $ 78,185
Addition of non-performing loan amortized cost 346,323 561,144
Less: Removal of non-performing loan amortized cost 265,573 506,099
Non-performing loan amortized cost at end of period (1)
$ 213,980 $ 133,230
________________________
(1) As of December 31, 2025 and 2024, the Company had seven and three loans, respectively, designated as non-performing. As of December 31, 2025, four non-performing loans were placed on cost recovery status, one of which was collateralized by an office property with no specific allowance for credit losses and the other three by multifamily properties, with a combined specific allowance for credit losses of $ 4.1 million . As of December 31, 2025, three non-performing loans, collateralized by multifamily properties, were placed on non-accrual status with no specific allowance for credit losses. As of December 31, 2024, the three non-performing loans were placed on cost recovery status, two of which were collateralized by office properties with a specific allowance for credit losses of $ 26.7 million and $ 1.3 million and the other by a multifamily property with a specific allowance for credit losses of $ 3.2 million.
Loan Credit Characteristics, Quality and Vintage
As part of the Company's process for monitoring the credit quality of its commercial mortgage loans, excluding those held for sale, measured at fair value, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its loans. The loans are scored on a scale of 1 to 5 as follows:
Investment Rating
Summary Description
1 Very Low Risk - Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2 Low Risk - Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3 Average Risk - Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4 High Risk/Delinquent/Defaulted/Potential For Loss - Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5 Impaired/Defaulted/Loss Likely - Underperforming investment with expected loss of interest and some principal.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
All commercial mortgage loans, excluding loans classified as Commercial mortgage loans, held for sale, measured at fair value within the consolidated balance sheets, are assigned an initial risk rating of 2 . As of December 31, 2025 and 2024, the weighted average risk rating of loans was 2.4 and 2.3 , respectively.
The following tables present the par value and amortized cost of our commercial mortgage loans, held for investment as of December 31, 2025 and 2024, by the Company’s internal risk rating and year of origination (dollars in thousands):
December 31, 2025
Amortized Cost by Year of Origination
Risk Rating Number of Loans Total Par Value 2025 2024 2023 2022 2021 Prior Total Amortized Cost % of Portfolio
1 — $ — $ — $ — $ — $ — $ — $ — $ — — %
2 137 3,213,933 982,678 1,175,376 322,490 387,548 313,728 20,559 3,202,379 72.4 %
3 22 848,719 — 305,158 129,792 220,090 178,500 14,756 848,296 19.2 %
4 6 246,682 — — — 138,889 107,790 — 246,679 5.6 %
5 4 126,177 — — — 44,483 58,504 21,095 124,082 2.8 %
Total 169 $ 4,435,511 $ 982,678 $ 1,480,534 $ 452,282 $ 791,010 $ 658,522 $ 56,410 $ 4,421,436 100.0 %
Allowance for credit losses ( 38,302 )
Total carrying value, net $ 4,383,134
December 31, 2024
Amortized Cost by Year of Origination
Risk Rating Number of Loans Total Par Value 2024 2023 2022 2021 2020 Prior Total Amortized Cost % of Portfolio
1 — $ — $ — $ — $ — $ — $ — $ — $ — — %
2 124 3,803,752 1,563,540 558,172 792,872 763,395 62,131 52,867 3,792,977 76.1 %
3 27 1,004,387 79,210 88,821 262,228 515,065 42,263 16,378 1,003,965 20.1 %
4 1 56,616 — — 56,579 — — — 56,579 1.1 %
5 3 135,099 — — — 110,392 — 22,837 133,229 2.7 %
Total 155 $ 4,999,854 $ 1,642,750 $ 646,993 $ 1,111,679 $ 1,388,852 $ 104,394 $ 92,082 $ 4,986,750 100.0 %
Allowance for credit losses ( 78,083 )
Total carrying value, net $ 4,908,667
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 5 - Commercial Mortgage Loans, Held for Sale
Commercial Mortgage Loans, Held for sale, Measured at Fair Value
Our commercial mortgage loans, held for sale, measured at fair value are comprised of both Agency loans and non-Agency loans. Our Agency loans held for sale are typically sold within 60 days of loan origination, while non-Agency loans are generally expected to be sold to third parties or securitized within 180 days of loan origination. The following table shows the aggregate unpaid principal balance and fair value of our mortgage loans, held for sale, measured at fair value (dollars in thousands):
December 31, 2025 December 31, 2024
Aggregate UPB Fair Value Aggregate UPB Fair Value
Agency loans $ 324,162 $ 331,218 $ — $ —
Non-Agency loans 29,500 29,500 87,270 87,270
Total commercial mortgage loans, held for sale, measured at fair value $ 353,662 $ 360,718 $ 87,270 $ 87,270
As of December 31, 2025 and December 31, 2024, respectively, there were no loans that were 90 days or more past due or on a non-accrual status.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 6 - Mortgage Servicing Rights
Mortgage Servicing Rights (“MSRs”) represent servicing rights retained by the Company for loans it originates and sells. The servicing fees are collected from the monthly payments made by the borrowers. The Company generally receives other remuneration including rights to various loan fees such as late charges, collateral re-conveyance charges, loan prepayment penalties, and other ancillary fees. In addition, the Company earns placement fees on funds held pending remittance related to its collection of loan principal and escrow balances. As of December 31, 2025, the Company had a servicing portfolio consisting of 1,042 loans with an unpaid principal balance of $ 21.6 billion for which it owns MSRs.
Activity related to MSRs for the December 31, 2025, was as follows (in thousands):
Year Ended December 31, 2025
Beginning balance, as of January 1, 2025 $ —
Acquired MSRs at July 1, 2025 211,545
Additions 26,295
Amortization ( 19,434 )
Impairment ( 2,590 )
Prepayments and write-offs ( 3,600 )
Ending balance, as of December 31, 2025 $ 212,216
The discount rates used to determine the present value of the MSRs, at recognition, were between 8 % - 14 % (representing a weighted average discount rate of 10 %) as of December 31, 2025. The weighted average estimated life remaining of the MSRs was 6.4 years as of December 31, 2025.
Contractual servicing fees, including late fees, and ancillary fees were $ 22.9 million for the year ended December 31, 2025, and are included in servicing fees, net in the consolidated statement of operations. At December 31, 2025, $ 2.6 million of MSR were considered impaired.
The expected amortization of capitalized MSRs recorded at December 31, 2025 is as follows (in thousands):
Year Amortization
2026 35,358
2027 29,467
2028 24,557
2029 20,466
2030 17,056
Thereafter 85,312
Total $ 212,216
Based on scheduled maturities, actual amortization may vary from these estimates.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 7 - Real Estate Securities
Real Estate Securities, Available For Sale, Measured at Fair Value
The following is a summary of the Company's real estate securities, available for sale, measured at fair value as of December 31, 2025 and 2024 (dollars in thousands):
CMBS Bonds
Number of Bonds Benchmark Interest Rate Weighted Average Interest Rate Weighted Average Contractual Maturity (years) Par Value Fair Value
December 31, 2025 10 1 Month SOFR 6.61 % 8.4 $ 151,362 $ 151,662
December 31, 2024 11 1 Month SOFR 7.06 % 9.8 $ 203,005 $ 202,973
The Company classified its CMBS bonds as available for sale and reports them at fair value in the consolidated balance sheets with changes in fair value recorded in Accumulated other comprehensive income/(loss) in the consolidated balance sheets.
The following table shows the amortized cost, unrealized gain/(loss) and fair value of the Company's CMBS bonds by investment type as of December 31, 2025 and 2024 (dollars in thousands):
Amortized Cost Unrealized Gain Unrealized (Loss) Fair Value
December 31, 2025 $ 151,946 $ 76 $ ( 360 ) $ 151,662
December 31, 2024 $ 202,894 $ 295 $ ( 216 ) $ 202,973
As of December 31, 2025, the Company held 10 CMBS bonds with an amortized cost basis of $ 151.9 million and a net unrealized loss of $ 0.3 million, seven of which were held in a gross unrealized loss position of $ 0.4 million. As of December 31, 2024, the Company held 11 CMBS bonds with an amortized cost basis of $ 202.9 million and a net unrealized gain of $ 0.1 million, four of which were held in a gross unrealized loss position of $ 0.2 million. As of December 31, 2025 and 2024, zero positions had an unrealized loss for a period greater than twelve months. As of December 31, 2025 and 2024, the fair value of the Company's CMBS bonds that were in an unrealized loss position for less than twelve months was $ 105.9 million and $ 50.3 million, respectively.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 8 - Real Estate Owned
Real Estate Owned, Held for Investment
The following table summarizes the Company's real estate owned, held for investment assets as of December 31, 2025 and 2024 (dollars in thousands):
As of December 31, 2025
Acquisition Date
Property Type Primary Location(s) Land Building and Improvements Furniture, Fixtures and Equipment Accumulated Depreciation Real Estate Owned, net
September 2021 (1)
Industrial Jeffersonville, GA $ 3,436 $ 84,259 $ 2,929 $ ( 9,783 ) $ 80,841
August 2023 Office Portland, OR 16,479 2,065 — ( 120 ) 18,424
$ 19,915 $ 86,324 $ 2,929 $ ( 9,903 ) $ 99,265
________________________
See notes below.
As of December 31, 2024
Acquisition Date
Property Type Primary Location(s) Land Building and Improvements Furniture, Fixtures and Equipment Accumulated Depreciation Real Estate Owned, net
September 2021 (1)
Industrial Jeffersonville, GA $ 3,436 $ 84,259 $ 2,928 $ ( 7,481 ) $ 83,142
August 2023 Office Portland, OR 16,479 2,065 — ( 69 ) 18,475
October 2023 (2)
Multifamily Lubbock, TX 1,618 10,076 185 ( 336 ) 11,543
$ 21,533 $ 96,400 $ 3,113 $ ( 7,886 ) $ 113,160
________________________
(1) The Company and an affiliate of the Company entered into a joint venture agreement and formed a joint venture entity, Jeffersonville Member, LLC (the “Jeffersonville JV”) to acquire a triple net lease property in Jeffersonville, GA. Refer to Note 18 - Related Party Transactions and Arrangements for details.
(2) The Company reclassified this property from held for investment to held for sale in September 2025.
Depreciation expense for the years ended December 31, 2025 and 2024 totaled $ 2.5 million and $ 2.7 million, respectively.
Real Estate Owned, Held for Sale
The following table summarizes the Company's Real estate owned, held for sale assets and liabilities as of December 31, 2025 and 2024 (dollars in thousands):
As of December 31, 2025
Property Type Primary Location(s) Assets, Net Liabilities, Net
Retail (1)
Various $ 2,980 $ 217
Office (2)
Denver, CO 17,267 1,321
Multifamily (3)
Various 180,942 3,911
$ 201,189 $ 5,449
As of December 31, 2024
Property Type Primary Location(s) Assets, Net Liabilities, Net
Retail (1)
Various $ 14,472 $ 1,291
Multifamily (3)
Various 211,024 4,528
$ 225,496 $ 5,819
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(1) In November 2022, the Company and an affiliate of the Company entered into a joint venture agreement and formed a joint venture entity, BSPRT Walgreens Portfolio, LLC (the “Walgreens JV”) to assume a group of 24 retail properties with various locations throughout the United States (the “Walgreens Portfolio”). Refer to Note 18 - Related Party Transactions and Arrangements. During the year ended December 31, 2025, the Company sold three properties within the Walgreens Portfolio. In addition, the Company received $ 5.6 million related to settled litigation regarding the Walgreens Portfolio. As a result, the Company recorded a net gain of $ 3.4 million for the year ended December 31, 2025 related to the legal settlement and property sales included within Gain/(loss) on other real estate investments in the Company's consolidated financial statements of operations. As of December 31, 2025, the Company's real estate owned, held for sale assets includes one remaining retail property in the Walgreens Portfolio.
(2) During the year ended December 31, 2025, the Company obtained one office property, in Denver, CO, through deed-in-lieu of foreclosure and recognized a net loss of $ 1.7 million, included within Gain/(loss) on other real estate investments, in the Company's consolidated financial statements of operations related to the foreclosure of this property.
(3) During the year ended December 31, 2025, the Company obtained five multifamily properties, through foreclosure or deed-in-lieu of foreclosure, in various locations throughout the United States and reclassified one property located in Lubbock, Texas from held for investment to held for sale. In addition, the Company sold ten multifamily properties within the held for sale portfolio. During the year ended December 31, 2025, the Company recognized a net loss of $ 5.1 million included within Gain/(loss) on other real estate investments in the Company's consolidated financial statements of operations related to the foreclosure, sales, and fair value write-down of these properties. As of December 31, 2025, the Company's real estate owned, held for sale assets included four multifamily properties that previously collateralized four commercial mortgage loans.
As of December 31, 2025, the Company has designated certain properties included within the real estate owned business segment as held for sale in accordance with ASC 360. The properties are currently being marketed and sales are probable to occur within one year.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 9 - Equity Method Investments
55 Riverwalk Aker/BSP Venture LLC - The Company holds a 21.01 % interest in 55 Riverwalk Aker/BSP Venture LLC (the "55 Riverwalk JV"), a joint venture that is a mixed-use development property consisting of a multifamily apartment complex and retail shopping stores. The 55 Riverwalk JV was formed on December 20, 2024, where the Company made an initial investment of $ 13.3 million. The Company has received total distributions of $ 0.4 million as of December 31, 2025. The equity investment in 55 Riverwalk JV has a carrying value of $ 13.5 million on the consolidated balance sheets as of December 31, 2025.
Garfield PG JV HoldCo LLC - The Company holds a 28.87 % interest in Garfield PG JV HoldCo LLC (the "Garfield JV"), a joint venture that is an industrial property for warehousing and distribution. The Garfield JV was formed on May 22, 2025, where the Company made an initial investment of $ 9.8 million. The Company has received total distributions of $ 0.8 million as of December 31, 2025. The equity investment in Garfield JV has a carrying value of $ 8.6 million on the consolidated balance sheets as of December 31, 2025.
NewPoint JV LLC - Through the acquisition of NewPoint on July 1, 2025, the Company holds a 7.08 % ownership interest in NewPoint JV LLC (the “Bridge JV”), a joint venture with the purpose of investing in multifamily bridge loans. The Company has received total distributions of $ 1.5 million as of December 31, 2025. The Company has a total commitment of $ 25.0 million which was completely funded as of December 31, 2025. The equity investment in Bridge JV has a carrying value of $ 24.2 million on the consolidated balance sheets as of December 31, 2025.
NewPoint + MORE Capital Affordable Fund LLC - Through the acquisition of NewPoint on July 1, 2025, the Company holds a 29.34 % ownership interest in NewPoint + MORE Capital Affordable Fund LLC (the “Affordable JV”), a joint venture with the purpose of investing in multifamily affordable debt instruments through its subsidiary, NewPoint Impact Fund I LP. The Company has a total capital commitment of $ 30.0 million to Affordable JV, of which $ 7.4 million was unfunded as of December 31, 2025. The Company has received no distributions as of December 31, 2025. The equity investment in Affordable JV has a carrying value of $ 25.3 million on the consolidated balance sheets as of December 31, 2025.
The following table provides a summary of the combined financial position of the Company’s equity method investments as of December 31, 2025 (dollars in thousands):
December 31, 2025
Total Assets $ 1,450,001
Total Liabilities 918,504
Net Assets/Member's Equity 531,497
The following provides a summary of the combined results of operations of the Company’s equity method of investments for the year-ended December 31, 2025 (dollars in thousands):
Year Ended December 31, 2025
Total Revenue/Investment Income $ 86,448
Unrealized Gain/(Loss) from Investments 153
Total Expenses 63,154
Net Income/(Loss) 23,447
Net Income/(Loss) attributable to the Company 3,583
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 10 - Leases
The Company leases office space, classified as operating leases, in the normal course of business at varying lengths through 2033. Leases are negotiated with third parties and, in some instances, contain renewal, expansion and termination options. As of December 31, 2025, the Company recorded ROU assets of $ 8.4 million and operating lease liabilities of $ 10.5 million within Prepaid expenses and other assets and other liabilities , respectively, on the consolidated balance sheets. All lease commencement dates are recorded as of July 1, 2025 in conjunction with the acquisition of NewPoint.
Year Ended December 31, 2025 Year Ended December 31, 2024
Lease Cost:
Operating lease cost $ 1,226 $ —
Variable lease cost 419 —
Net lease cost $ 1,645 $ —
Other Information
Operating cash outflows from operating leases 1,382 —
Weighted-average remaining lease term 5.5
Weighted-average discount rate 6.7 %
Operating lease cost is included in Other expenses in the consolidated statement of operations. The discount rate was determined by using the Company's incremental borrowing rate.
The following table shows future minimum payments under the Company's operating leases as of December 31, 2025 (dollars in thousands):
Future Minimum Payments December 31, 2025
2026 $ 2,666
2027 2,528
2028 2,381
2029 2,004
2030 804
2031 and beyond 2,246
Total Lease Payments 12,629
Less: imputed interest ( 2,116 )
Total $ 10,513
Rental Income
Rental income for the years ended December 31, 2025 and 2024 totaled $ 29.6 million and $ 22.8 m illion, respectively. Rental income is included in Revenue from real estate owned in the consolidated statements of operations.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
The following table summarizes the Company's schedule of future minimum rents on its real estate owned, held for investment properties, to be received under the leases (dollars in thousands):
Future Minimum Rents December 31, 2025
2026 $ 8,936
2027 8,710
2028 8,884
2029 9,062
2030 9,243
2031 and beyond 79,083
Total future minimum rent $ 123,918
Amortization Expense
Intangible lease assets are amortized using the straight-line method over the remaining term of the lease. The weighted average life of the intangible assets as of December 31, 2025 is approximately 12.8 years. Amortization expense for the years ended December 31, 2025 and 2024 totaled $ 2.9 million and $ 3.0 million, respectively.
The following table summarizes the Company's expected amortization of other identified intangible assets, exclusive of intangible assets that are held for sale, assuming no further acquisitions or dispositions (dollars in thousands):
Amortization Expense - Other identified intangible assets December 31, 2025
2026 $ 2,880
2027 2,880
2028 2,880
2029 2,880
2030 2,880
2031 and beyond 22,560
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 11 - Goodwill & Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill by reporting segment were as follows (dollars in thousands):
Agency Total
Balance at December 31, 2024 $ — $ —
Goodwill acquired during the period (1)
92,048 92,048
Balance at December 31, 2025 $ 92,048 $ 92,048
________________________
(1) Represents goodwill related to the NewPoint acquisition.
Intangible Assets
The following table summarizes the carrying value of the Company’s intangible assets, as described in Note 2 - Summary of Significant Accounting Policies, as of December 31, 2025 and December 31, 2024 (dollars in thousands):
December 31, 2025 December 31, 2024
Carrying Value Accumulated Amortization Total Carrying Value Accumulated Amortization Total
Indefinite lived intangibles:
Agency License Intangibles $ 72,500 $ — $ 72,500 $ — $ — $ —
Finite lived intangibles:
Non-compete Agreements $ 5,200 $ ( 3,317 ) $ 1,883 $ — $ — $ —
Software development 4,660 ( 444 ) 4,216 — — —
Intangible lease assets 49,192 ( 12,238 ) 36,954 49,285 ( 9,451 ) 39,834
Total $ 131,552 $ ( 15,999 ) $ 115,553 $ 49,285 $ ( 9,451 ) $ 39,834
Amortization expense for the years ended December 31, 2025 and 2024 totaled $ 6.6 million and $ 2.9 million, respectively.
The following table summarizes the Company's expected other identified intangible assets, net amortization over the next five years (dollars in thousands):
Weighted Avg. Life (in Years) 2026 2027 2028 2029 2030
Non-compete Agreements 0.3 $ 1,883 $ — $ — $ — $ —
Software development 4.5 932 932 932 932 488
Intangible lease assets 12.8 2,880 2,880 2,880 2,880 2,880
Total $ 5,695 $ 3,812 $ 3,812 $ 3,812 $ 3,368
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 12 - Debt
Below is a summary of the Company's Repurchase facilities and revolving credit facilities - commercial mortgage loans (“Repo and Revolving Credit Facilities”), Mortgage note payable, Other financing and Unsecured debt as of December 31, 2025 and 2024 (dollars in thousands):
As of December 31, 2025
Repo and revolving credit facilities - commercial mortgage loans (2) :
Capacity Amount Outstanding Interest Expense (1)
Ending Weighted Average Interest Rate Term Maturity
JPM Repo Facility (3)
$ 500,000 $ 439,408 $ 18,107 6.04 % 07/2026
Atlas Repo Facility (4)
350,000 150,744 10,598 6.35 % 01/2027
WF Repo Facility (5)
250,000 75,172 1,749 5.22 % 10/2027
Barclays Revolver Facility (6)
100,000 — 438 N/A 09/2026
Barclays Repo Facility (7)
500,000 82,602 8,889 5.59 % 03/2028
Churchill Repo Facility (8)
— — 555 N/A N/A
BAML WH Line of Credit (9)
500,000 9,399 1,210 5.17 % 06/2026
Fifth Third WH Line of Credit (9)
400,000 44,007 3,169 5.02 % 07/2026
Fifth Third Line of Credit (10)
100,000 15,000 1,265 6.53 % 08/2026
JPM WH Line of Credit (11)
700,000 222,831 5,892 5.04 % 01/2026
PNC WH Line of Credit (12)
500,000 47,924 1,628 4.99 % 12/2026
ASAP WH Line of Credit (13)
100,000 — — N/A N/A
Total/Weighted average $ 4,000,000 $ 1,087,087 $ 53,500 5.70 %
Mortgage note payable:
Debt related to our REO (14)
N/A $ 23,998 $ 1,783 6.87 % 10/2026
Other Financing
Other financings (15)
N/A $ 12,865 $ 783 6.00 % 07/2028
Unsecured Debt (18)
Senior Notes (16)(17)
N/A $ 107,000 $ 6,158 Various (16)(17)
Various (16)(17)
Junior Note I (18)
N/A 17,500 1,458 7.60 % 10/2035
Junior Note II (18)
N/A 40,000 3,195 7.28 % 12/2035
Junior Note III (18)
N/A 25,000 1,997 7.28 % 09/2036
Total/Weighted average N/A $ 189,500 $ 12,808 7.81 %
________________________
See notes below.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
As of December 31, 2024
Repo and revolving credit facilities - commercial mortgage loans (2) :
Capacity Amount Outstanding Interest Expense (1)
Ending Weighted Average Interest Rate Term Maturity
JPM Repo Facility (3)
$ 500,000 $ 96,123 $ 11,308 6.73 % 07/2026
Atlas Repo Facility (4)
350,000 81,810 5,869 7.00 % 01/2026
WF Repo Facility (5)
400,000 — 6,246 N/A 10/2025
Barclays Revolver Facility (6)
100,000 75,805 965 9.25 % 09/2026
Barclays Repo Facility (7)
500,000 76,073 13,642 6.28 % 03/2025
Churchill Repo Facility (8)
225,000 — 139 N/A N/A
Total/Weighted average $ 2,075,000 $ 329,811 $ 38,169 7.27 %
Mortgage note payable:
Debt related to our REO (14)
N/A $ 23,998 $ 2,032 7.52 % 10/2025
Other Financing
Other financings (15)
N/A $ 12,865 $ 1,070 6.00 % 07/2028
Unsecured debt (18) :
Junior Note I N/A $ 17,085 $ 1,630 8.35 % 10/2035
Junior Note II N/A 39,588 3,602 7.92 % 12/2035
Junior Note III N/A 24,722 2,251 7.92 % 09/2036
Total/Weighted average N/A $ 81,395 $ 7,483 8.01 %
________________________
(1) Represents year to date expense and includes amortization of deferred financing costs.
(2) The Company may pledge one or more mortgage loans to the financing entity in exchange for funds typically at an advance rate of between 60 % to 75 % of the principal amount of the mortgage loan being pledged. These loans are all floating rate at the Secured Overnight Financing Rate ("SOFR") plus an applicable spread. Additionally, the Repo and Revolving Credit Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. As of both December 31, 2025 and 2024, the Company is in compliance with all debt covenants.
(3) On February 6th, 2026, the Company upsized the capacity of the JPM MRA by $ 250.0 million to a total of $ 750.0 million. There are two one-year extension options.
(4) On October 9th, 2025, the Company extended the maturity date to January 5th, 2027.
(5) On October 10th, 2025, the Company extended the maturity date to October 25th, 2027 and reduced the facility capacity to $ 250 million. There are three one-year extension options remaining.
(6) There is one one-year extension option.
(7) On February 21, 2025, the Company extended the maturity date to March 14, 2028, with a one-year extension option remaining.
(8) On October 21, 2025, the Company terminated the Churchill MRA.
(9) Collateralized by a first lien on the Company’s interest in the mortgage loans that it originates. Advances cannot exceed 100 % of the principal amounts of the mortgage loans originated by the Company and must be repaid at the earlier of the sale or other disposition of the mortgage loans or at the expiration date of the Line of Credit.
(10) Operating line that is secured by an equity interest in NewPoint Real Estate Capital LLC ("NPREC").
(11) On January 31, 2026, the Company extended the maturity date to January 29th, 2027.
(12) Collateralized by a first lien on the Company’s interest in the mortgage loans that it originates.
(13) The Company has a $ 100.0 million ASAP agreement with Fannie Mae providing us with a warehousing credit facility for mortgage loans that are to be sold to Fannie Mae and serviced under the Fannie Mae DUS program. The ASAP agreement is not a committed line, has no expiration date and bears interest at SOFR plus 1.50 %, with a 0.25 % SOFR floor.
(14) Relates to a mortgage note payable in Jeffersonville JV, a consolidated joint venture. The loan has a principal amount of $ 112.7 million of which $ 88.7 million of the loan is owned by the Company and was eliminated in our consolidated financial statements (see Note 8 - Real Estate Owned).
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(15) Comprised of one note-on-note financing via a participation agreement. From inception of the loan, the Company's outstanding loans could increase as a result of future fundings, leading to an increase in amount outstanding via the participation agreement. The contractual maturity date of this loan is July 2028.
(16) During the second quarter of 2025, the Company issued $ 82.0 million of 8.25 % fixed-rate senior unsecured notes. These notes mature on April 25, 2030.
(17) During the second quarter of 2025, the Company issued $ 25.0 million of floating-rate senior unsecured notes. As of December 31, 2025, the interest rate on these notes was SOFR + 4.00 %. These notes mature on April 25, 2028.
(18) The notes are currently redeemable, in whole or in part, without penalty, at the Company’s option. Interest paid on unsecured junior debt totaled $ 6.6 million and $ 7.5 million as of December 31, 2025 and 2024, respectively.
Repurchase Agreements - Real Estate Securities
The Company has entered into various Master Repurchase Agreements (the “MRAs”) that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 - 90 days and terms are adjusted for current market rates as necessary.
Below is a summary of the Company's MRAs which were included in Repurchase agreements - real estate securities in the Company's consolidated balance sheets as of December 31, 2025 and 2024 (dollars in thousands):
As of December 31, 2025
Counterparty Amount Outstanding Interest Expense Collateral Pledged (1)
Weighted Average Interest Rate Weighted Average Days to Maturity
JP Morgan Securities LLC $ 7,856 $ 1,278 $ 9,254 4.63 % 29
Wells Fargo Securities, LLC — 2,288 — — % 0
Barclays Capital Inc. 25,044 1,510 31,386 4.83 % 25
Lucid Prime Fund 54,718 1,644 65,324 4.67 % 15
Santander Securities 99,753 1,294 119,880 4.60 % 14
Total/Weighted Average $ 187,371 $ 8,014 $ 225,844 4.65 % 16
As of December 31, 2024
Counterparty Amount Outstanding Interest Expense Collateral Pledged (1)
Weighted Average Interest Rate Weighted Average Days to Maturity
JP Morgan Securities LLC $ 78,198 $ 6,609 $ 68,501 5.40 % 8
Wells Fargo Securities, LLC 65,388 960 82,644 5.41 % 14
Barclays Capital Inc. 66,057 4,452 74,042 5.10 % 21
Lucid Prime Fund 26,965 1,209 30,865 5.24 % 16
Total/Weighted Average $ 236,608 $ 13,230 $ 256,052 5.30 % 15
________________________
(1) Includes $ 74.2 million and $ 75.4 million of CMBS notes, held by the Company, which is eliminated through consolidation of the related CLOs on the Company's consolidated balance sheets as of December 31, 2025 and 2024, respectively.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Collateralized Loan Obligation
The following tables represent the terms of the notes issued by 2022-FL8 Issuer, 2023-FL10 Issuer, 2024-FL11 Issuer and 2025-FL12 Issuer (collectively the “CLOs”), as of December 31, 2025 and 2024, respectively:
December 31, 2025
CLO Facility Number of Loans in pool (1)
Benchmark Interest Rate (4)
Weighted Average Spread Par Value Par Value Outstanding (2)
Principal Balance of Collateralized Mortgage Assets Maturity Dates
2022-FL8 Issuer
21 AVG SOFR 2.07 % 960,000 370,348 609,074 2/15/2037
2023-FL10 Issuer (3)
32 Term SOFR 2.68 % 717,243 553,214 715,694 9/15/2035
2024-FL11 Issuer 38 Term SOFR 1.99 % 886,176 886,176 1,024,380 7/15/2039
2025-FL12 Issuer
50 Term SOFR 1.67 % 947,189 947,189 1,046,909 4/17/2043
$ 3,510,608 $ 2,756,927 $ 3,396,057
As of December 31, 2024
CLO Facility Number of Loans in pool (1)
Benchmark interest rate (4)
Weighted Average Spread Par Value Par Value Outstanding (2)
Principal Balance of Collateralized Mortgage Assets Maturity Dates
2021-FL6 Issuer
38 Term SOFR 1.64 % $ 584,500 $ 344,411 $ 454,686 3/15/2036
2021-FL7 Issuer
30 Term SOFR 1.90 % 722,250 392,826 563,852 12/21/2038
2022-FL8 Issuer
35 AVG SOFR 1.77 % 960,000 796,927 914,752 2/15/2037
2022-FL9 Issuer
38 Term SOFR 2.94 % 670,637 519,537 647,683 5/15/2039
2023-FL10 Issuer (3)
41 Term SOFR 2.59 % 717,243 717,243 892,536 9/15/2035
2024-FL11 Issuer 27 Term SOFR 1.99 % 886,176 886,176 1,016,286 7/15/2039
$ 4,540,806 $ 3,657,120 $ 4,489,795
________________________
(1) Loan assets may be pledged towards one or multiple CLO pool.
(2) Excludes $ 366.1 million and $ 532.4 million, respectively, of CLO notes, held by the Company, which are eliminated in Collateralized loan obligations in the consolidated balance sheet as of December 31, 2025 and 2024.
(3) During the first quarter of 2024, the Company sold the BSPRT FL10 AS retained tranche with a principal balance of $ 27.9 million.
(4) On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to 2019-FL5 Issuer, 2021- FL6 Issuer, and 2021-FL7 Issuer would cease to be published or no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. The benchmark index of 1M LIBOR interest rate converted from LIBOR to compounded SOFR, plus a benchmark adjustment of 11.448 basis points with a lookback period equal to the number of calendar days in the applicable interest accrual period plus two SOFR business days, conforming with the indenture agreement and recommendations from the ARRC. Compounded SOFR for any interest accrual period shall be the “30-Day Average SOFR” as published by the Federal Reserve Bank of New York on each benchmark determination date. On July 13, 2023, the Company converted the indices for 2021-FL6 Issuer and 2021-FL7 Issuer to 1M Term SOFR + 11.448 basis points and the applicable spreads remain unchanged.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
On October 15, 2025, the Company called all of the outstanding notes issued by BSPRT 2021-FL6 Issuer, Ltd., BSPRT 2021-FL7 Issuer, Ltd. and BSPRT 2022-FL9 Issuer, Ltd., all of which were wholly owned indirect subsidiaries of the Company. The outstanding principal of the notes on the date of the call were $ 184.4 million, $ 309.6 million, and $ 367.4 million, respectively. The Company recognized all the remaining unamortized deferred financing costs of $ 7.6 million recorded within the Realized gain/(loss) on extinguishment of debt in the consolidated statements of operations, which was a non-cash charge.
On October 15, 2025, BSPRT 2025-FL12 Issuer, LLC, a wholly-owned indirect subsidiary of the Company, entered into an indenture with a subsidiary of the OP, as advancing agent, U.S. Bank Trust Company, National Association, as trustee and note administrator, and U.S. Bank National Association, as custodian and in other capacities, which governs the issuance of approximately $ 1.1 billion principal balance secured floating rate notes, of which $ 947.2 million were purchased by third party investors and $ 129.2 million were purchased by a wholly-owned subsidiary of the OP. In addition, concurrently with the issuance of the notes, BSPRT 2025-FL12 Issuer, LLC also issued 64,582 preferred shares, par value of $ 0.001 per share and with an aggregate liquidation preference and notional amount equal to $ 1,000 per share, which were not offered as part of closing the indenture. For U.S. federal income tax purposes, BSPRT 2025-FL12 Issuer, LLC is a disregarded entity.
The below table reflects the total assets and liabilities of the Company's outstanding CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of December 31, 2025 and 2024, respectively, as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE. The VIE’s are non-recourse to the Company.
Assets (dollars in thousands) December 31, 2025 December 31, 2024
Cash and cash equivalents (1)
$ 51,153 $ 157,991
Commercial mortgage loans, held for investment, net (2)
3,317,040 4,378,427
Accrued interest receivable 18,302 21,580
Total Assets $ 3,386,495 $ 4,557,998
Liabilities
Notes payable (3)(4)
$ 3,123,046 $ 4,189,479
Accrued interest payable 8,857 13,194
Total Liabilities $ 3,131,903 $ 4,202,673
________________________
(1) Includes $ 50.5 million and $ 157.0 million of cash held by the servicer related to CLOs as of December 31, 2025 and 2024, respectively.
(2) The balance is presented net of allowance for credit losses of $ 15.4 million and $ 34.5 million as of December 31, 2025 and 2024, respectively.
(3) Includes $ 366.1 million and $ 532.4 million of CLO notes, held by the Company, which are eliminated in Collateralized loan obligation in the consolidated balance sheets as of December 31, 2025 and 2024, respectively.
(4) The balance is presented net of deferred financing cost and discount of $ 21.3 million and $ 28.8 million as of December 31, 2025 and 2024, respectively. The deferred financing costs are amortized over the expected lifetime of each CLO.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 13 - Allowance for Loss Sharing
In connection with the Company's July 1, 2025 acquisition of NewPoint, the Company assumed risk-sharing obligations on substantially all loans originated under the Fannie Mae DUS program. Servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are larger than the servicing fees received for loans with no risk-sharing obligations.
When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. A liability is recognized for the fair value of the guarantee obligation undertaken for the non-contingent aspect of the guarantee and is removed only upon either the expiration or settlement of the guarantee. At December 31, 2025, we had $ 1.7 million of guarantee obligations included in the allowance for loss-sharing obligations.
In addition to and separately from the fair value of the guarantee, the Company estimates an allowance for loss-sharing under CECL over the contractual period in which we are exposed to credit risk. The general reserve related to loss-sharing was based on a collective pooling basis with similar risk characteristics, a reasonable and supportable forecast and a reversion period based on our average historical losses through the remaining contractual term of the portfolio. In instances where payment under the loss-sharing obligations of a loan is determined to be probable and estimable (as the loan is probable of, or is, in foreclosure), we record a liability for the estimated loss-sharing specific reserve. At December 31, 2025, our allowance for loss-sharing obligations related to the specific reserve was $ 9.3 million.
At December 31, 2025, our allowance for loss-sharing obligations, associated with expected losses under CECL, was $ 8.4 million, and represented 0.11 % of our Fannie Mae servicing portfolio. During 2025, we recorded a decrease in CECL reserves of $ 1.8 million.
At December 31, 2025, the unpaid principal balance outstanding of loans sold with loss sharing under the DUS program was approximately $ 7.9 billion. The Company’s internal credit risk rating process is used to classify loans and commitments according to the degree of credit risk associated with the ability of the borrower to repay. If payment is required under this program, the Company would not have a contractual interest in the collateral underlying the commercial mortgage loan on which the loss occurred, although the value of the collateral is taken into account in determining the Company’s share of such losses.
A summary of the Company’s allowance for loss sharing for 2025 is as follows (dollars in thousands):
General Reserve Specific Reserve Total
Balance at January 1, 2025 $ — $ — $ —
Allowance acquired in acquisition
11,919 11,667 23,586
Write-offs — — —
Recoveries
— — —
Provision/(benefit) for loss sharing ( 1,768 ) ( 2,334 ) ( 4,102 )
Balance at December 31, 2025 $ 10,151 $ 9,333 $ 19,484
As of December 31, 2025, the maximum quantifiable allowance for loss sharing associated with the Company’s guarantees under the Fannie Mae DUS agreement and the Loss Sharing Agreement was $ 1.2 billion from a total recourse at risk pool of $ 7.9 billion. The maximum quantifiable allowance for loss sharing is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement.
For U.S. Treasury securities classified as HTM, the Company does not record an allowance for credit losses as treasury securities are exempt from CECL reserves and allowances.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 14 - Earnings Per Share
The Company uses the two-class method in calculating basic and diluted earnings per share. Net income/(loss) is allocated between our common stock and other participating securities based on their participation rights. Diluted net income per share has been computed using the weighted average number of shares of common stock outstanding and other dilutive securities. The following table presents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations and the calculation of basic and diluted earnings per share for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands, except share and per share data):
Year Ended December 31,
Basic Numerator 2025 2024 2023
Net income/(loss) $ 84,085 $ 92,403 $ 144,509
Net (income)/loss from non-controlling interest ( 1,814 ) 3,475 706
Less: Preferred stock dividends 26,993 26,993 26,993
Net income/(loss) attributable to common stock 55,278 68,885 118,222
Less: Participating securities' share in earnings 2,066 1,806 1,162
Net income/(loss) attributable to common shareholders $ 53,212 $ 67,079 $ 117,060
Diluted Numerator
Basic Earnings (Loss) $ 53,212 $ 67,079 $ 117,060
Add: Net income/(loss) from non-controlling interest - OP Units 1,877 — —
Diluted net income/(loss) applicable to common stockholders $ 55,089 $ 67,079 $ 117,060
Denominator
Weighted-average common shares outstanding for basic earnings per share 81,965,156 81,846,170 82,307,970
Weighted-average common shares outstanding for diluted earnings per share (1)(2)
86,192,595 81,846,170 82,307,970
Basic earnings per share $ 0.65 $ 0.82 $ 1.42
Diluted earnings per share $ 0.64 $ 0.82 $ 1.42
________________________
(1) The effect of the weighted average dilutive shares excluded restricted shares and restricted stock units for the years ended December 31, 2025, 2024 and 2023 of 188,571 , 253,436 , and 191,324 , respectively, as the effect was anti-dilutive. Additionally, the effect of the weighted average dilutive shares excluded the common equivalent of convertible preferred shares for the years ended December 31, 2025, 2024 and 2023 of 5,370,498 , 5,370,498 , and 5,385,254 , shares respectively, as the effect was anti-dilutive.
(2) The effect of the weighted average dilutive shares included OP Units for the year ended December 31, 2025 of 4,227,438 as the effect was dilutive.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 15 - Redeemable Convertible Preferred Stock and Equity Transactions
The following table presents the summary of the Company's outstanding shares of redeemable convertible preferred stock, perpetual preferred stock, and common stock as of December 31, 2025 and 2024 (in thousands, except share and per share amounts):
Balance as of Shares Outstanding as of Fourth Quarter 2025 Dividend Per Share (1)
December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024
Redeemable Convertible Preferred Stock:
Series H Preferred Stock (2)
$ 89,748 $ 89,748 17,950 17,950 $ 106.216
Perpetual Preferred Stock:
Series E Preferred Stock $ 258,742 $ 258,742 10,329,039 10,329,039 $ 0.46875
Common Stock:
Common Stock - at par value (3)(4)
$ 808 $ 818 81,553,982 83,066,789 $ 0.355
________________________
(1) As declared by the Company's board of directors.
(2) On January 14, 2026, the Series H Preferred Stock was amended such that the mandatory conversion date was extended by two years , to January 21, 2028. Unless earlier converted, the Series H Preferred Stock will automatically convert into common stock at a rate of 299.2 shares of common stock per share of Series H Preferred Stock (subject to adjustments as described in the Articles Supplementary for the Series H Preferred Stock) on January 21, 2028. The holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through and including the month prior to the mandatory conversion date, upon 10 business days’ advance notice to the Company.
(3) Common stock includes shares issued pursuant to the Company's DRIP and unvested restricted shares.
(4) During the year ended December 31, 2025, the Company repurchased 1,371,073 shares of common stock at a net average price of $ 10.48 per share, for a total of $ 14.4 million. All of these shares were retired upon settlement, reducing the total outstanding shares as of December 31, 2025. See discussion in the "Stock Repurchases" section below.
During the year ended December 31, 2025 and 2024, the Company paid an aggregate of $ 118.6 million and $ 117.9 million, respectively, of common stock distributions comprised of quarterly common dividends of $ 0.355 per share.
Stock Repurchases
The Company’s board of directors has authorized a $ 65 million share repurchase program of the Company’s common stock. The Company’s share repurchase program authorizes share repurchases at prices below the most recently reported book value per share as determined in accordance with GAAP. Repurchases made under the program may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, as permitted by securities laws and other legal requirements. The timing, manner, price and amount of any purchases by the Company will be determined by the Company in its reasonable business judgment and consistent with the exercise of its legal duties and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The share repurchase program does not obligate the Company to acquire any particular amount of common stock. The Company share repurchase program will remain open until it expires or until the capital committed to the applicable repurchase program has been exhausted, whichever is sooner. Repurchases under the Company’s share repurchase program may be suspended from time to time at the Company’s discretion without prior notice. As of December 31, 2025, the Company had $ 16.7 million remaining under the share repurchase program.
The following table is a summary of the Company’s repurchase activity of its common stock during the year ended December 31, 2025 (in thousands, except share amounts):
Year Ended December 31, 2025
Shares Amount (1)(2)
Beginning of period, authorized repurchase amount $ 31,050
Repurchases paid 1,371,073 ( 14,367 )
Remaining as of December 31, 2025 $ 16,683
________________________
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(1) For the year ended December 31, 2025, the net average purchase price was $ 10.48 per share.
(2) Amount includes commissions paid associated with share repurchases.
Dividend Reinvestment and Direct Stock Purchase Plan
The Company has adopted a dividend reinvestment and direct stock purchase plan ("DRIP") under which we registered and reserved for issuance, in the aggregate, 63,000,000 shares of common stock. Under the dividend reinvestment component of this plan, the Company's common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of common stock. The direct stock purchase component allows stockholders, subject to the Company's approval, to purchase shares of common stock directly from us. For the years ended December 31, 2025 and 2024 160,137 and 163,952 shares of common stock were issued by the Company and purchased in the open market, respectively, by the DRIP administrator and allocated to DRIP participants. under the dividend reinvestment component of DRIP.
At-the-Market Sales Agreement
Pursuant to the sales agreement dated April 14, 2023 (as amended on November 8, 2024, the "Sales Agreement"), the Company maintains a $ 200 million at-the-market offering program (the "ATM program") with a financial syndicate as sales agents (the "Agents"). Pursuant to the Sales Agreement, the Company may offer and sell shares of the Company's common stock, from time to time, and at various prices, through the Agents. Sales of the common stock, if any, made through the Agents may be made in "at the market" offerings (as defined in Rule 415 under the Securities Act of 1933, as amended), by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise, at market prices prevailing at the time of sale, in block transactions, in negotiated transactions, in any manner permitted by applicable law or as otherwise as may be agreed by the Company and any Agent.
As of December 31, 2025, the Company had not sold any shares of common stock under the ATM program, and common stock with an aggregate sales price of $ 200 million remains available for issuance pursuant to the ATM program.
Non-Controlling Interest
In connection with the NewPoint Transaction, the Company issued 8,385,951 OP Units, providing those unit holders interest in the OP. The OP Unit holders have the right to redeem their OP Units, for either shares of common stock or cash, at the Company's option and subject to certain restrictions. In the event OP Units are redeemed, one OP Unit is equal to one share of the Company’s common stock, or cash equal to the fair value of a share of the Company’s common stock at the time of redemption. When an OP Unit holder redeems an OP Unit, non-controlling interests in the OP is reduced and the Company’s equity is increased. As of December 31, 2025, the non-controlling interest OP Unit holders owned 8,385,951 OP Units.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 16 - Commitments and Contingencies
Unfunded Commitments Under Commercial Mortgage Loans
As of December 31, 2025, the Company had the below unfunded commitments to the Company's borrowers (dollars in thousands):
Funding Expiration December 31, 2025 December 31, 2024
2025 $ — $ 76,163
2026 77,167 156,907
2027 132,465 135,244
2028 195,100 3,195
2029 and beyond 9,147 —
$ 413,879 $ 371,509
The borrowers are generally required to meet or maintain certain metrics in order to qualify for the unfunded commitment amounts.
Unfunded Commitments Under Commercial Mortgage Loans, Held for Sale
Commitments to extend credit by the Company are generally agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Occasionally, the commitments may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. As of December 31, 2025, the Company had $ 41.3 million and $ 544.9 million of unfunded commitments to fund loans and sell loans, net, respectively.
Mortgage Impairment Insurance
As of December 31, 2025, the Company carried mortgage impairment and mortgagees’ errors and omissions insurance each with a limit of $ 50 million. Mortgage impairment insurance provides the Company with hazard insurance coverage for mortgage loan collateral in the event of a catastrophe for which the borrowers insurance does not provide sufficient coverage to protect the Company from loss on loans originated under the Fannie Mae DUS program.
Mortgage Bankers Bond
As of December 31, 2025, the Company carried a mortgage bankers bond, combining the fidelity bond and mortgagees errors and omissions insurance, with a limit of $ 60 million.
Office Leases
The Company executes lease arrangements for all of its office space in the normal course of business. All such lease arrangements are accounted for as operating leases. The Company initially recognizes a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The ROU asset is measured at the lease liability amount, adjusted for lease prepayments, accrued rent, lease incentives received, and the lessee’s initial direct costs.
These operating leases do not provide an implicit discount rate; therefore, the Company uses its incremental borrowing rate to calculate lease liabilities. The Company’s lease agreements often include options to extend or terminate the lease. Lease costs are recognized on a straight-line basis over the term of the lease, which includes options to extend when it is reasonably certain that such options will be exercised and the Company knows what the lease payments will be during the optional periods.
Litigation and Regulatory Proceedings
The Company is not presently named as a defendant in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, will have a material impact on the Company’s financial condition, operating results or cash flows. Please refer to "Part I, Item 3. Legal Proceedings" for more details about the Company's ongoing litigation matters.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Entry into a Material Definitive Agreement
On March 9, 2025, the Company, along with two wholly owned subsidiaries, entered into a definitive purchase and sale agreement with NewPoint; each of the holders of issued and outstanding membership interests of NewPoint (the "Existing Equityholders"); Meridian Bravo Investment Company, LLC and BMC Holdings DE LLC, in their capacity as the joint representatives of the Existing Equityholders. The Company purchased all of NewPoint's issued and outstanding membership interests and units (the "Purchased Interests") in exchange for an aggregate amount of $ 336.9 million paid in cash and the issuance of 8,385,951 OP Units, to the Existing Equityholders. The Company financed the cash portion of the purchase price through a combination of existing cash and the issuance of new debt and/or equity. The acquisition closed on July 1, 2025.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 17 - Servicing Revenue
The components of servicing revenue are as follows (in thousands):
Year Ended December 31,
2025 2024
Servicing and ancillary fees $ 23,084 $ —
Placement fees on escrows 15,056 —
MSR payoffs ( 3,600 ) —
MSR amortization ( 19,434 ) —
MSR impairment ( 2,590 ) —
Total servicing revenue, net $ 12,516 $ —
As of December 31, 2025 and December 31, 2024, the weighted average servicing fee was 9.2 basis points and 0 basis points, respectively. At December 31, 2025 and December 31, 2024, total escrow and reserve balances were approximately $ 921 million and $ 0 , respectively, none of which are included in our consolidated balance sheets. These escrows are maintained in separate accounts at several federally insured depository institutions, which may exceed FDIC insured limits. We earn placement fees on the total escrow deposits, which is generally based on a market rate of interest negotiated with the financial institutions that hold the escrow deposits. Placement fees earned on total escrows, net of interest paid to the borrower, is included as a component of servicing revenue, net in the consolidated statements of income as noted in the table above.
Product type concentrations that impact our servicing revenue are as follows ($ in millions):
Product Type Considerations
December 31, 2025 December 31, 2024
UPB % of Total Effective Service Fee Rate UPB % of Total Effective Service Fee Rate
Fannie Mae $ 7,860 16 % 0.21 % $ — — % — %
Ginnie Mae 5,125 11 % 0.17 % — — % — %
Freddie Mac 8,649 18 % 0.08 % — — % — %
Bridge 836 2 % 0.08 % — — % — %
Affordable 425 1 % 0.13 % — — % — %
Private Label 24,951 52 % 0.02 % — — % — %
Total/Weighted Average $ 47,846 100 % 0.07 % $ — — % — %
Geographic concentrations that impact our servicing revenue are as follows:
Geographic Considerations
December 31, 2025 December 31, 2024
% of Total % of Total
New York 15.2 % — %
Texas 11.0 % — %
Maryland 8.5 % — %
California 7.2 % — %
Virginia 5.8 % — %
Florida 5.7 % — %
New Jersey 5.4 % — %
Other (1)
41.2 % — %
Total 100.0 % — %
________________________
(1) No other individual state represented 5% or more of the total.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 18 - Related Party Transactions and Arrangements
Advisory Agreement Fees and Reimbursements
Pursuant to the Advisory Agreement, the Company is required to make the following payments and reimbursements to the Advisor:
• The Company reimburses the Advisor’s costs of providing services pursuant to the Advisory Agreement, except the salaries and benefits paid by the Advisor to the Company’s executive officers.
• The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholders' equity as calculated pursuant to the Advisory Agreement.
• The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital (as defined in the Advisory Agreement) exceeds 6.0 % per annum, our Advisor will be entitled to 15.0 % of the excess total return; provided that in no event will the annual subordinated performance fee payable to our Advisor exceed 10.0 % of the aggregate total return for such year.
• The Company reimburses the Advisor for insourced expenses incurred by the Advisor on the Company's behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5 % of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5 % of the anticipated net equity funded by the Company to acquire real estate securities investments.
• NewPoint, a subsidiary of the Company, has entered into a loan referral agreement with the Advisor that provides for the sharing of certain fees. Under the terms of this agreement, the Advisor pays NewPoint a referral fee for directing floating-rate bridge loan opportunities to the Advisor’s commercial real estate platform. The referral fee is equal to 0.10% of the total loan commitment amount.
The table below shows the costs incurred due to arrangements with our Advisor and its affiliates during the years ended December 31, 2025, 2024 and 2023 and the associated (payable)/receivable as of December 31, 2025 and 2024 (dollars in thousands):
Year Ended December 31, (Payable)/Receivable as of December 31,
2025 2024 2023 2025 2024
Acquisition expenses (1)
$ 951 $ 996 $ 1,241 $ — $ —
Administrative services expenses 13,346 9,707 14,440 ( 3,556 ) ( 2,342 )
Asset management and subordinated performance fee 24,497 25,958 33,847 ( 6,594 ) ( 9,417 )
Other related party expenses (2)(3)
1,474 1,301 1,192 ( 2,275 ) ( 2,347 )
Referral Fee Income 371 — — 371 —
________________________
(1) Total acquisition expenses paid during the years ended December 31, 2025, 2024 and 2023 were $ 6.4 million, $ 10.0 million and $ 5.8 million respectively, of which $ 5.4 million, $ 9.0 million and $ 4.6 million were capitalized in Commercial mortgage loans, held for investment and Real estate securities, available for sale, measured at fair value in the consolidated balance sheets for the years ended December 31, 2025, 2024 and 2023.
(2) These are related to reimbursable costs incurred related to the increase in loan origination activities and are included in Other expenses in the consolidated statements of operations.
(3) As of December 31, 2025 and December 31, 2024, the related party payables included (i) $ 1.8 million and $ 2.3 million, respectively, of payments made by the Advisor to third party vendors on behalf of the Company and (ii) $ 0.2 million of fees per the fee arrangement agreement between the Advisor and the Company. There were no fees incurred per the fee arrangement agreement as of December 31, 2024.
The payables as of December 31, 2025 and 2024 in the table above are included in Due to affiliates in the consolidated balance sheets.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Other Transactions
In the third quarter of 2021, the Company and an affiliate of the Company entered into the Jeffersonville JV to acquire a $ 139.5 million triple net lease property in Jeffersonville, GA. The Company has a 79 % interest in the Jeffersonville JV, while the affiliated fund has a 21 % interest. The Company invested a total of $ 109.8 million, made up of $ 88.7 million in debt and $ 21.1 million in equity, representing 79 % of the ownership interest in the Jeffersonville JV. The affiliated fund made up the remaining $ 29.8 million composed of a $ 24.0 million mortgage note payable and $ 5.8 million in non-controlling interest. The Company has majority control of Jeffersonville JV and, therefore, consolidates the accounts of Jeffersonville JV in its consolidated financial statements. The Company's $ 88.7 million mortgage note payable to Jeffersonville JV is eliminated in consolidation (see Note 12 - Debt).
Pursuant to the Company's 2021 Incentive Plan, in the first quarter of 2025, the Company issued awards of restricted stock units to its officers and certain other personnel of the Advisor who provide services to the Company under the Advisory Agreement.
As of December 31, 2025 and 2024, our commercial mortgage loans, held for investment, includes an aggregate of $ 37.1 million and $ 39.6 million, respectively, carrying value of loans to affiliates of our Advisor. The Company recognized $ 2.7 million and $ 7.5 million in interest income from these loans for the year ended December 31, 2025 and 2024, respectively, in the consolidated statements of operations.
In the second quarter of 2022, the Company fully funded a $ 149.7 million first mortgage consisting of the Walgreens Portfolio: 24 retail properties with various locations throughout the United States. The Company entered into a joint venture agreement and formed the Walgreens JV to acquire 75.618 % ownership interest in the Walgreens Portfolio, while the affiliated fund has 24.242 % interest.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 19 - Fair Value of Financial Instruments
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair values. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
• Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
• Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
• Level III - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.
The Company has implemented valuation control processes to validate the fair value of the Company's financial instruments measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.
Financial Instruments Measured at Fair Value on a Recurring Basis
CMBS bonds , recorded in Real estate securities, available for sale, measured at fair value in the consolidated balance sheets are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, and recent trades of similar real estate securities. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are classified in either Level II or Level III of the fair value hierarchy. The Company obtains third party pricing for determining the fair value of each CMBS investment, resulting in a Level II classification.
Commercial mortgage loans, held for sale, measured at fair value in the Company's Agency and Conduit portfolios are initially recorded at transaction price, which are considered to be the best initial estimate of fair value. The Company engages the services of a third party independent valuation firm to determine fair value of certain investments held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. Commercial mortgage loans held for sale, measured at fair value that are originated in the last month of the reporting period are held and marked to the transaction price. The Company classified the commercial mortgage loans held for sale, measured at fair value as Level III.
Derivative instruments, measured at fair value
Treasury note futures trade on the Chicago Board of Trade (“CBOT”) and are made up of contracts of a variety of recently issued 5-year and 10-year U.S. Treasury notes. The future contracts are liquid and are centrally cleared through the CBOT and are valued using market prices. Treasury note futures are categorized as Level I.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Credit default swaps, interest rate swaps and options can be traded over the counter (“OTC”) or on the exchange. Exchange-traded derivatives are generally valued using market prices while OTC derivative transaction valuations are derived using pricing models that are widely accepted by marketplace participants. The pricing models take into account multiple inputs including specific contract terms, interest rate yield curves, interest rates, credit curves, recovery rates, and/or current credit spreads obtained from counterparties and other market participants. Most inputs into the models are not subjective as they are observable in the marketplace or set per the contract. The valuation is primarily determined by the difference between the contract spread and the current market spread. The contract spread (or rate) is generally fixed and the market spread is determined by the credit risk of the underlying debt or reference entity. If the underlying indices are liquid and the OTC market for the current spread is active, the derivatives are categorized in Level II of the fair value hierarchy. If the underlying indices are illiquid and the OTC market for the current spread is not active, the derivatives are categorized in Level III of the fair value hierarchy. The Company's option contracts are exchange-traded, and therefore categorized as Level I. The Company classified its credit default swaps as Level II.
Loan commitments and forward sale commitments in the Company's Agency portfolio are initially recorded at transaction price, which are considered to be the best initial estimate of fair value. The Company engages the services of a third party independent valuation firm to determine fair value of certain investments held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying commitment collateral. Loan commitments and forward sale commitments that are entered in the last month of the reporting period are held and marked to the transactions price. The Company classified the loan commitments and forward sale commitments as Level III.
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets or liabilities. The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the beginning of the reporting period. There were no material transfers between levels within the fair value hierarchy during the years ended December 31, 2025 and December 31, 2024.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
The following table presents the Company's financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of December 31, 2025 (dollars in thousands).
December 31, 2025
Total Level I Level II Level III
Assets, at fair value
Real estate securities, available for sale, measured at fair value $ 151,662 $ — $ 151,662 $ —
Commercial mortgage loans, held for sale, measured at fair value - Non-Agency 29,500 — — 29,500
Commercial mortgage loans, held for sale, measured at fair value - Agency 331,218 — — 331,218
Forward sale commitments 797 — — 797
Loan commitments 10,518 — — 10,518
Total assets, at fair value $ 523,695 $ — $ 151,662 $ 372,033
Liabilities, at fair value
Treasury notes $ 28 $ 28 $ — $ —
Credit default swaps 714 — 714 —
Forward sale commitments 6,209 — — 6,209
Total liabilities, at fair value $ 6,951 $ 28 $ 714 $ 6,209
December 31, 2024
Total Level I Level II Level III
Assets, at fair value
Real estate securities, available for sale, measured at fair value $ 202,973 $ — $ 202,973 $ —
Commercial mortgage loans, held for sale, measured at fair value - Non-Agency 87,270 — — 87,270
Treasury notes 891 891 — —
Options 183 183 — —
Total assets, at fair value $ 291,317 $ 1,074 $ 202,973 $ 87,270
Liabilities, at fair value
Credit default swaps $ 1,787 $ — $ 1,787 $ —
Total liabilities, at fair value $ 1,787 $ — $ 1,787 $ —
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level III category. The following table summarizes the valuation method and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level III of the fair value hierarchy as of December 31, 2025 (dollars in thousands).
December 31, 2025
Asset Category Fair Value Valuation Methodologies Unobservable Inputs (1)
Weighted Average (2)
Range
Commercial mortgage loans, held for sale, measured at fair value - Non-Agency $ 29,500 Discounted Cash Flow Yield 6.56 % 6.42 % - 7.25 %
Commercial mortgage loans, held for sale, measured at fair value - Agency 331,218 Discounted Cash Flow Discount rate 4.81 % 4.07 % - 6.28 %
Loan commitments and forward sale commitments, net 5,106 Discounted Cash Flow Discount rate 4.81 % 4.07 % - 6.28 %
December 31, 2024
Asset Category Fair Value Valuation Methodologies Unobservable Inputs (1)
Weighted Average Range
Commercial mortgage loans, held for sale, measured at fair value - Non-Agency $ 87,270 Discounted Cash Flow Yield 7.02 % 6.96 % - 7.58 %
Commercial mortgage loans, held for sale, measured at fair value - Agency — Discounted Cash Flow Discount rate — —
Loan commitments and forward sale commitments, net — Discounted Cash Flow Discount rate — —
______________________
(1) In determining certain inputs, the Company evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. The Company has determined that market participants would take these inputs into account when valuing the investments.
Increases or decreases in any of the above unobservable inputs in isolation would result in a lower or higher fair value measurement for such assets. The following table presents additional information about the Company’s financial instruments which are measured at fair value on a recurring basis as of December 31, 2025 and 2024 for which the Company has used Level III inputs to determine fair value (dollars in thousands):
December 31, 2025
Commercial mortgage loans, held for sale, measured at fair value - Non-Agency Commercial mortgage loans, held for sale, measured at fair value - Agency Loan Commitments Forward Sale Commitments
Beginning balance, January 1, 2025 $ 87,270 $ — $ — $ —
Transfers into Level III — 422,011 4,268 —
Originations 411,650 3,225,586 32,961 ( 5,413 )
Sales / paydowns ( 487,529 ) ( 3,316,379 ) ( 26,711 ) —
Realized and unrealized gain/(loss) included in earnings 18,109 — — —
Transfers out of Level III (1)
— — — —
Ending balance, December 31, 2025 $ 29,500 $ 331,218 $ 10,518 $ ( 5,413 )
________________________
(1) There were no transfers out of Level III as of December 31, 2025.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
December 31, 2024
Commercial mortgage loans, held for sale, measured at fair value - Non-Agency Commercial mortgage loans, held for sale, measured at fair value - Agency Loan Commitments Forward Sale Commitments
Beginning balance, January 1, 2024 $ — $ — $ — $ —
Transfers into Level III (1)
— — — —
Originations 358,445 — — —
Sales / paydowns ( 284,300 ) — — —
Realized and unrealized gain/(loss) included in earnings 13,125 — — —
Transfers out of Level III (1)
— — — —
Ending balance, December 31, 2024 $ 87,270 $ — $ — $ —
________________________
(1) There were no transfers in or out of Level III as of December 31, 2024.
The fair value of cash and cash equivalents and restricted cash are measured using observable quoted market prices, or Level I inputs and their carrying value approximates their fair value. The fair value of borrowings under repurchase agreements approximate their carrying value in the consolidated balance sheets due to their short-term nature and are measured using Level III inputs.
Financial Instruments Measured at Fair Value on a Nonrecurring Basis
Real Estate Owned, held for sale, on the consolidated balance sheets are valued at fair value on a non-recurring basis in accordance with ASC 820 and are classified as Level III investments. At the time of acquisition, we determined the fair value of the net real estate assets, using either the market approach, the income approach, or a combination thereof.
The Company determined the fair value of its four multifamily properties, one office property and one remaining retail property in the Walgreens Portfolio, obtained through foreclosure or deed-in-lieu of foreclosure, based on a combination of the market approach and the income approach.
The significant unobservable input used for the income approach is the exit capitalization rate assumptions, which ranged from 5.00 % - 9.50 %. The significant unobservable input used for the market approach is the estimated fair value less cost to sell based on a negotiated price from an anticipated buyer.
As of December 31, 2025, the Company's Real estate owned, held for sale assets and liabilities, had a fair value of $ 198.9 million, net, that represented the one remaining retail property in the Walgreens Portfolio, four multifamily properties and one office property. As of December 31, 2024, the Company's real estate owned, held for sale assets and liabilities, had a fair value of $ 221.6 million, net, representing the remaining four retail properties in the Walgreens Portfolio and eight multifamily properties.
Mortgage servicing rights, net on the consolidated balance sheets are valued at fair value at inception, and thereafter on a non-recurring basis and are carried at the lower of amortized costs or fair value. That is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement when there is evidence of impairment and for disclosure purposes. The Company's MSRs do not trade in an active, open market with readily observable prices and are classified as Level III. While sales of multifamily MSRs do occur on occasion, precise terms and conditions vary with each transaction and are not readily available. Accordingly, the Company engages the services of a third party independent valuation firm to determine the estimated fair value who use discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually specified servicing fees, prepayment assumptions, estimated placement fee revenue from escrow deposits, and other economic factors. The Company periodically reassesses and adjusts, when necessary, the underlying inputs and assumptions that a market participant would consider in valuing MSR assets.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Financial Instruments Not Measured at Fair Value
The Company's financial assets and liabilities that are not reported at fair value in the consolidated balance sheets are reported below as of December 31, 2025 and 2024 (dollars in thousands):
December 31, 2025 December 31, 2024
Level Carrying Amount Fair Value Level Carrying Amount Fair Value
Commercial mortgage loans, held for investment (1)
Asset III $ 4,421,436 $ 4,411,871 III $ 4,986,750 $ 4,935,380
Pledged investment securities Asset I 20,483 21,175 I — —
Collateralized loan obligations (2)
Liability II 2,735,582 2,757,931 II 3,628,270 3,645,330
Mortgage note payable Liability III 23,998 23,998 III 23,998 23,998
Other financings Liability III 12,865 12,865 III 12,865 12,865
Unsecured debt Liability III 185,466 178,900 III 81,395 69,800
Mortgage servicing rights, net Asset III 212,216 213,572 III — —
________________________
(1) The carrying value is gross $ 38.3 million and $ 78.1 million of allowance for credit losses as of December 31, 2025 and 2024, respectively.
(2) Depending upon the significance of the fair value inputs utilized in determining these fair values, our collateralized loan obligations are classified in either Level II or Level III of the fair value hierarchy.
Repurchase agreements - commercial mortgage loans of $ 1.1 billion and $ 329.8 million as of December 31, 2025 and 2024, respectively, and repurchase agreements - real estate securities of $ 187.4 million and $ 236.6 million as of December 31, 2025 and 2024, respectively, are not carried at fair value and do not include accrued interest, which are presented in Note 12 – Debt. For these instruments, carrying value generally approximates fair value and are classified as Level III.
The fair value of the commercial mortgage loans, held for investment is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of investments. Pledged investment securities are comprised of treasury securities for which fair value is generally estimated using discounted cash flow analysis. The Company estimates the fair value of the collateralized loan obligations using external broker quotes. The mortgage note payable was recorded at transaction proceeds, which are considered to be the best initial estimate of fair value. The fair value of the other financings is generally estimated using a discounted cash flow analysis. The fair value of the unsecured debt is based on discounted cash flows using Company estimates for market yields on similarly structured debt instruments.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 20 - Derivative Instruments
The Company uses derivative instruments primarily to manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk. The following derivative instruments were outstanding as of December 31, 2025 and December 31, 2024 (dollars in thousands):
December 31, 2025 December 31, 2024
Fair Value Fair Value
Contract type Notional Assets
Liabilities Notional Assets
Liabilities
Credit default swaps $ 31,500 $ — $ 714 $ 80,000 $ — $ 1,787
Options — — — — 295 112
Treasury note futures 19,600 — 28 68,300 891 —
Total $ 51,100 $ — $ 742 $ 148,300 $ 1,186 $ 1,899
The following table indicates the net realized and unrealized gains and losses on derivatives, by primary underlying risk exposure, as included in the consolidated statements of operations for the year ended December 31, 2025, 2024 and 2023:
Year Ended December 31, 2025 Year Ended December 31, 2024 Year Ended December 31, 2023
Contract type Unrealized
gain/(loss) Realized
gain/(loss) Unrealized
gain/(loss) Realized
gain/(loss) Unrealized
gain/(loss) Realized
gain/(loss)
Credit default swaps $ ( 77 ) $ ( 50 ) $ 75 $ ( 112 ) $ 41 $ ( 36 )
Interest rate swaps — — — — ( 90 ) 672
Options 22 ( 256 ) 83 ( 90 ) — —
Treasury note futures ( 1,018 ) 1,179 892 ( 1,059 ) ( 91 ) 362
Total $ ( 1,073 ) $ 873 $ 1,050 $ ( 1,261 ) $ ( 140 ) $ 998
Interest rate swap agreements are measured at fair value on a recurring basis primarily using Level II Inputs in accordance with ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). In determining fair value estimates for swaps, the Company utilizes the standard methodology of netting the discounted future fixed cash payments and the discounted future variable cash receipts which are based on expected future interest rates derived from observable market interest rate curves. The Company also incorporates both its own nonperformance risk and its counterparties’ nonperformance risk in determining fair value. In considering the effect of nonperformance risk, the Company considered the impact of netting and credit enhancements, such as collateral postings and guarantees, and has concluded that counterparty risk is not significant to the overall valuation.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 21 - Offsetting Assets and Liabilities
The Company's consolidated balance sheets used a gross presentation of repurchase agreements and collateral pledged. The table below provides a gross presentation, the effects of offsetting, and a net presentation of the Company's derivative instruments and repurchase agreements as of December 31, 2025 and 2024 (dollars in thousands):
Gross Amounts Not Offset on the Balance Sheet
Assets (1)
Gross Amounts of Recognized Assets
Gross Amounts Offset on the Balance Sheet
Net Amount of Assets Presented on the Balance Sheet
Financial Instruments
Cash Collateral (2)
Net Amount
December 31, 2025
Derivative instruments, at fair value $ — $ — $ — $ — $ — $ —
December 31, 2024
Derivative instruments, at fair value $ 1,186 $ 1,186 $ — $ — $ — $ —
Gross Amounts Not Offset on the Balance Sheet
Liabilities Gross Amounts of Recognized Liabilities
Gross Amounts Offset on the Balance Sheet
Net Amount of Assets Presented on the Balance Sheet
Financial Instruments
Cash Collateral (2)
Net Amount
December 31, 2025
Repurchase agreements, commercial mortgage loans $ 1,087,087 $ — $ 1,087,087 $ 1,087,087 $ — $ —
Repurchase agreements, real estate securities 187,371 — 187,371 187,371 — —
Derivative instruments, at fair value 742 — 742 — 742 —
December 31, 2024
Repurchase agreements, commercial mortgage loans $ 329,811 $ — $ 329,811 $ 329,811 $ — $ —
Repurchase agreements, real estate securities 236,608 — 236,608 236,608 — —
Derivative instruments, at fair value 1,899 1,186 713 — 713 —
________________________
(1) As of December 31, 2025 , there were no assets which were presented gross within the scope of ASC 210-20, Balance Sheet—Offsetting.
(2) Included in Restricted cash in the Company's consolidated balance sheets.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 22 - Segment Reporting
Effective July 1, 2025, in order to better align with the manner in which the CODM (as defined below) reviews financial performance and allocates resources, the Company combined the real estate debt business and the real estate securities business into one reportable segment, Real Estate Debt and Other Real Estate Investments. Additionally, following the acquisition of the NewPoint business, the Company added the Agency Business as a new reportable segment to reflect the distinct nature of its agency-related origination and servicing activities. Prior period segment results have been recast to conform to this new presentation. These changes affect only the presentation of the Company’s reportable segments and have no impact on its consolidated financial position, results of operations, or cash flows.
The Company conducts its business through the following segments:
• The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgages, subordinate mortgages, mezzanine loans and participations in such loans. The business also focuses on investing in and asset managing real estate securities, historically focusing on CMBS, CMBS bonds, CDO notes, and other securities.
• The Agency Business focuses on originating, selling, and servicing loans under programs offered by GSE’s and Agencies, such as Fannie Mae, Freddie Mac, Ginnie Mae, and HUD. Additionally, the business services external portfolios of commercial real estate financing products.
• The commercial real estate conduit business, operated through the Company's TRS, is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit. The TRS may also hold certain mezzanine loans that don't qualify as good REIT assets due to any potential loss from foreclosure.
• The real estate owned business represents real estate acquired by the Company through foreclosure, deed-in-lieu of foreclosure, or purchase.
The segments are based on financial information presented to the President of Commercial Real Estate, and the Chief Financial Officer / Chief Operating Officer of the Company, who are determined to jointly be the Chief Operating Decision Maker (“CODM”). The CODM oversees activities and operations of the business, which includes assessing performance, liquidity, and profit or loss on each operating segment. Profit or loss on segment operations is measured by net income/(loss) included in the consolidated statements of operations. The CODM uses net income/(loss) to measure return on equity to assess the liquidity associated with equity that is allocated to each business based on the Company’s investment objectives and strategies.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
The following table represents the Company's operations by segment for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):
December 31, 2025 Total Real Estate Debt and Other Real Estate Investments Agency Business Conduit Real Estate Owned
Interest income $ 430,280 $ 407,155 $ 12,797 $ 6,523 $ 3,805
Mortgage Servicing Rights 28,570 — 28,570 — —
Servicing Revenue 12,516 — 12,516 — —
Revenue from real estate owned 29,633 — 20 — 29,613
Interest expense ( 288,327 ) ( 265,396 ) ( 13,898 ) ( 660 ) ( 8,373 )
Compensation and benefits ( 53,739 ) — ( 53,739 ) — —
Administrative services expenses ( 13,346 ) ( 8,551 ) ( 609 ) ( 4,186 ) —
Depreciation and amortization ( 9,593 ) — ( 4,168 ) — ( 5,425 )
Operating expenses ( 100,574 ) ( 48,959 ) ( 13,652 ) ( 6,381 ) ( 31,582 )
Other segment items (1)(2)
48,665 ( 6,296 ) 44,255 15,110 ( 4,404 )
Net income/(loss) 84,085 77,953 12,092 10,406 ( 16,366 )
Total assets as of December 31, 2025 6,057,250 4,797,877 857,562 33,015 368,796
December 31, 2024
Interest income $ 526,076 $ 519,342 $ — $ 5,553 $ 1,181
Mortgage Servicing Rights — — — — —
Servicing Revenue — — — — —
Revenue from real estate owned 22,849 — — — 22,849
Interest expense ( 338,471 ) ( 335,718 ) — ( 721 ) ( 2,032 )
Compensation and benefits — — — — —
Administrative services expenses ( 9,707 ) ( 4,582 ) — ( 5,125 ) —
Depreciation and amortization ( 5,630 ) — — — ( 5,630 )
Operating expenses ( 62,934 ) ( 41,284 ) — ( 4,930 ) ( 16,720 )
Other segment items (1)(2)
( 39,780 ) ( 43,254 ) — 11,605 ( 8,131 )
Net income/(loss) 92,403 94,504 — 6,382 ( 8,483 )
Total assets as of December 31, 2024 6,002,386 5,466,780 — 128,430 407,176
December 31, 2023
Interest income $ 552,506 $ 547,439 $ — $ 2,244 $ 2,823
Mortgage Servicing Rights — — — — —
Servicing Revenue — — — — —
Revenue from real estate owned 17,021 — — — 17,021
Interest expense ( 305,577 ) ( 302,445 ) — ( 1,150 ) ( 1,982 )
Compensation and benefits — — — — —
Administrative services expenses ( 14,440 ) ( 8,313 ) — ( 6,127 ) —
Depreciation and amortization ( 7,128 ) — — — ( 7,128 )
Operating expenses ( 61,493 ) ( 52,115 ) — ( 5,412 ) ( 3,966 )
Other segment items (1)(2)
( 36,380 ) ( 28,649 ) — ( 80 ) ( 7,651 )
Net income/(loss) 144,509 155,917 — ( 10,525 ) ( 883 )
Total assets as of December 31, 2023 5,955,180 5,618,320 — 66,503 270,357
________________________
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
(1) For each reportable segment, other segment items category includes:
• Real Estate Debt - specific and general allowance for credit losses, gains/(losses) associated with debt extinguishment, and gains/(losses) associated with sales of CMBS bonds and divestment of trading securities
• Agency Business - allowance for loss sharing provision, gains/(losses) associated with sales of Agency loans, gains/(losses) related to movements in the fair value of forward sale commitments, and (provisions)/benefits on taxable income.
• Conduit - gains/(losses) associated with fair value measurements and securitizations or sales of held for sale loans, fair value measurements and terminations of derivative instruments, and (provisions)/benefits on taxable income.
• Real Estate Owned - gains/(losses) associated with other real estate investments resulting from foreclosure or sale.
(2) Stock compensation expense is allocated to each segment based on total income per segment and included within other segment items.
For the purposes of the table above, management fees have been allocated to the business segments using an agreed upon percentage of each respective segment's prior period equity. Administrative fees are derived from an agreed upon reimbursable amount based on employee time charged and allocated to the business segments.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 23 - Share-Based Compensation
Share Plans
The Company's 2021 Incentive plan provides the Company with the ability to grant equity-based awards to its directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, or certain of the Company's consultants, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, the Advisor and its affiliates.
As of December 31, 2025 , there w ere 2,880,113 sh ares of common stock remaining available for issuance under the Company's 2021 Incentive Plan. The Board may amend, suspend or terminate the 2021 Incentive Plan at any time; provided that no amendment, suspension or termination may impair rights or obligations under any outstanding award without the participant’s consent or violate the 2021 Incentive Plan’s prohibition on repricing.
Service-based Restricted Stock and Restricted Stock Units
In accordance with the 2021 Incentive Plan, in 2025 the Company issued awards of RSUs to its officers and certain other personnel of the Advisor who provide services to the Company under the Advisory Agreement.
Restricted Stock and RSU activity issued under the 2021 Incentive Plan for the year ended December 31, 2025 is summarized below:
Shares Outstanding Weighted Average Grant Date Fair Value
2021 Incentive Plan
Unvested equity awards outstanding as of December 31, 2024 1,278,698 $ 13.58
Grants 826,881 12.64
Forfeitures ( 51,299 ) 12.88
Vested ( 618,897 ) 13.71
Unvested equity awards outstanding as of December 31, 2025 1,435,383 $ 13.01
T he Company recognized compensation expense associated with equity awards of $ 9.1 million, $ 8.2 million, and $ 4.8 million during the years ended December 31, 2025, 2024, and 2023 respectively, which is included in Share-based compensation in the consolidated statements of operations. Unrecognized estimated compensation expense for these awards totaled $ 10.4 million as of December 31, 2025 that will be expensed over a weighted average period of 1.7 years.
Restricted Stock and RSUs granted in December 31, 2025, 2024, and 2023 had a weighted average grant date fair value of $ 12.64 , $ 13.20 , and $ 14.20 , respectively. The fair value of Restricted Stock and RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $ 8.5 million, $ 5.0 million, and $ 2.7 million, respectively.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 24 - Income Taxes
The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90 % of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a year, it will not be subject to U.S. federal income tax to the extent of the income that it distributes. However, even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on income in addition to U.S. federal income and excise taxes on its undistributed income. The Company, through its TRSs, is indirectly subject to U.S. federal, state and local income taxes. The Company’s TRSs are not consolidated for U.S. federal income tax purposes, but is instead taxed as a C corporations. For financial reporting purposes, the TRSs are consolidated and a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRSs. Total (provision)/benefit for income taxes for the years ended December 31, 2025, 2024 and 2023 were $( 3.9 ) million, $( 1.1 ) million and $ 2.8 million, respectively. For the reporting period, the Company paid $ 881,967 in federal income taxes, and $ 51,313 in state and local income taxes to various jurisdictions including New York State and New York City. As of December 31, 2025, our taxable REIT subsidiaries have an estimated $ 21.0 million of federal net operating loss ("NOL") carryforwards and $ 3.8 million of state and local NOL carryforwards. The NOL carryforwards are subject to certain limitations. The Company has analyzed and determined that future earnings of the Company's TRS are sufficient to support a conclusion that valuation allowance for federal NOLs is not necessary as of December 31, 2025. The Company has also evaluated its state NOLs and recorded a valuation allowance for the states where it is more likely than not that it will be realized.
NewPoint and the commercial real estate conduit business are operated through the Company’s TRS, which is subject to U.S. federal, state and local income taxes. In general, the TRS may hold assets that the REIT cannot hold directly and may engage in real estate or non-real estate-related activities. Current and deferred taxes are recorded on the portion of earnings (losses) recognized by us with respect to our interest in the TRS. Deferred income tax assets and liabilities are calculated based on temporary differences between our GAAP consolidated financials statements and the federal, state, local tax basis of assets and liabilities as of the consolidated balance sheets. We evaluate the realizability of our deferred tax assets (e.g., net operating loss and capital loss carryforwards) and recognize a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all our deferred tax assets will not be realized. When evaluating the realizability of our deferred tax assets, we consider estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry specific economic outlook.
The Company uses a more-likely-than-not threshold for recognition and derecognition of tax positions taken or to be taken in a tax return. The Company has assessed its tax positions for all open tax years beginning with December 31, 2018 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.
Components of the provision for income taxes consist of the following (dollars in thousands):
Year Ended December 31,
2025 2024 2023
Current (provision)/benefit for income taxes
U.S. Federal $ ( 605 ) $ ( 1,299 ) $ ( 12 )
State and local ( 100 ) ( 152 ) ( 1 )
Total current (provision)/benefit for income taxes $ ( 705 ) $ ( 1,451 ) $ ( 13 )
Deferred (provision)/benefit for income taxes
U.S. Federal $ ( 2,390 ) $ 446 $ 2,670
State and local ( 789 ) ( 115 ) 100
Total deferred (provision)/benefit for income taxes $ ( 3,179 ) $ 331 $ 2,770
Total (provision)/benefit for income taxes $ ( 3,884 ) $ ( 1,120 ) $ 2,757
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
A reconciliation of our effective income tax rate, as well as our effective income tax rate as a percentage of pre-tax income, to the U.S. federal statutory rate is as follows (dollars in thousands):
Rate Reconciliation - Consolidated for F/S
2025 2024 2023
Pretax Income
U.S. Federal Statutory Rate $ 18,473 21.00 % 21.00 % 21.00 %
REIT non-taxable income ( 15,482 ) ( 17.60 ) % ( 20.09 ) % ( 22.88 ) %
State and local taxes, net of federal benefit 553 0.63 % 0.29 % ( 0.07 ) %
Other 340 0.40 % — % — %
Effective Income Tax Rate $ 3,884 4.43 % 1.20 % ( 1.95 ) %
The significant components of our deferred tax assets and liabilities of our TRS Consolidated Group are as follows (in thousands):
2025 2024
Deferred Tax Assets
Net operating loss carryforwards $ 4,291 $ 3,452
Interest expense carryforwards 205 —
Intangible Assets 1,842 —
Other 6 8
Total Deferred Tax Assets $ 6,344 $ 3,460
Valuation allowance ( 244 ) —
Total Deferred Tax Assets, Net $ 6,100 $ 3,460
Deferred Tax Liabilities
Contributed Assets - Built in Gain $ 7,145 $ —
Mortgage Servicing Rights 5,821 —
Other 7 1
Deferred Tax Liabilities, Net $ 12,973 $ 1
Net DTA/(DTL) $ ( 6,873 ) $ 3,459
As of December 31, 2025, the Company had federal net operating loss carryforwards of $ 21.0 million that do not expire.
As of December 31, 2025, the Company had state net operating loss carryforwards of $ 3.8 million that begin to expire in 2030.
The Company’s income tax returns are subject to examination by tax authorities generally for a period of three to four years after filing, depending on the jurisdiction. Accordingly, tax years 2021-2024 remain open to examination.
The tax characteristics of $ 1.42 distributions per share of common stock declared during 2025 was $ 0.84 ordinary income and $ 0.58 return of capital. The tax characteristics of the $ 1.88 per share of Series E Preferred Stock declared during 2025 was $ 1.88 ordinary income. The tax characteristics of the $ 424.86 per share of Series H Preferred Stock declared during 2025 was $ 424.86 ordinary income. The ordinary income per share of each stockholder represents the ordinary dividend that may be eligible for the 20% deduction applicable to qualified REIT dividends under Internal Revenue Code Section 199A.
The tax characteristics of $ 1.42 distributions per share of Common Stock declared during 2024 was $ 1.42 ordinary income. The tax characteristics of the $ 1.88 per share of Series E Preferred Stock declared during 2024 was $ 1.88 ordinary income. The tax characteristics of the $ 424.86 per share of Series H Preferred Stock declared during 2024 was $ 424.86 ordinary income. The ordinary income per share of each stockholder represents the ordinary dividend that may be eligible for the 20% deduction applicable to qualified REIT dividends under Internal Revenue Code Section 199A.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
The Company utilizes the TRSs to reduce the impact of the prohibited transaction tax and to avoid penalty for the holding of assets not qualifying as real estate assets for purposes of the REIT asset tests. Any income associated with a TRS is fully taxable because the TRS is subject to federal and state income taxes as a domestic C corporation based upon its net income.
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FRANKLIN BSP REALTY TRUST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 25 - Subsequent Events
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K. Based on this evaluation, there were no subsequent events from December 31, 2025 through the date the financial statements were issued.
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FRANKLIN BSP REALTY TRUST, INC.
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
December 31, 2025
(Dollars in thousands)
Type of Loan Property Type / Location Interest Rates (1)
Maximum Maturity Date (2)
Periodic Payments Terms (3)
Face Amount Carrying Amount Principal Amount of Loans Subject to Delinquent Principal or Interest (4)
Senior loans
Senior loans less than 3% of the carrying amount of total loans
Senior loans Multifamily / Diversified + 2.00 % - 8.30 %
Fixed 4.25 % - 9.00 %
2026 - 2031 I/O & P/I $ 3,397,052 $ 3,387,269 $ 21,716
Senior loans Hospitality / Diversified + 3.25 % - 5.30 %
Fixed 8.50 %
2027 - 2031 I/O & P/I 507,525 506,944 —
Senior loans Industrial / Diversified + 2.70 % - 4.90 %
Fixed 11.99 %
2026 - 2031 I/O & P/I 309,522 308,633 —
Senior loans Office / Diversified + 2.25 % - 4.50 %
Fixed 7.13 %
2026 - 2027 I/O & P/I 58,259 56,411 21,095
Senior loans Mixed Use / Diversified + 3.25 % - 3.70 %
2026 - 2029 I/O 42,163 42,117 —
Senior loans Healthcare / Diversified + 3.75 % - 4.70 %
2029 I/O 30,354 30,204 —
Senior loans Manufactured Housing / Florida
Fixed 4.25 %
2028 I/O 24,784 24,784 —
Senior loans Senior Housing / New York + 3.50 % - 4.25 %
2029 I/O 18,628 18,523 —
Senior loans Retail / Wisconsin Fixed 5.50 %
2026 I/O 1,986 1,988 —
Total senior loans $ 4,390,273 $ 4,376,873 $ 42,811
Mezzanine loans
Mezzanine loans less than 3% of the carrying amount of total loans
Mezzanine loans Multifamily / Diversified + 3.67 % - 15.25 %
2026 - 2030 I/O $ 37,619 $ 36,949 $ —
Mezzanine loans Hospitality / Diversified + 10.51 % - 11.00 %
2028 - 2029 I/O 7,619 7,614 —
Total mezzanine loans $ 45,238 $ 44,563 $ —
Total commercial mortgage loans, held for investment (5)
$ 4,435,511 $ 4,421,436 $ 42,811
Allowance for credit losses ( 38,302 )
Total commercial mortgage loans, held for investment, net of allowance for credit losses $ 4,383,134
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(1) Expressed as a spread over 1M SOFR Term and Adj. 1M SOFR Term. On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors would cease to be published or no longer be representative. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. The benchmark index of LIBOR interest rate will convert from LIBOR to compounded SOFR, plus a benchmark adjustment of 11.448 basis points. As of December 31, 2025, all of our commercial mortgage loans, held for investment which had been indexed at LIBOR were converted to SOFR utilizing the 11.448 basis points adjustment and the applicable spreads remain unchanged. The loans which have the SOFR adjustment are referred to as "Adj. 1M SOFR Term."
(2) Maximum maturity date assumes all extension options are exercised, if applicable.
(3) I/O = interest only, P/I = principal and interest.
(4) Principal amount of loans subject to delinquent principal or interest is defined as loans in (i) maturity default or (ii) receipt of interest outstanding for more than 90 days.
(5) The estimated aggregate cost for U.S. federal income tax purposes is approximately $ 4.6 billion.
For the activity within the Company's loan portfolio during the years ended December 31, 2025 and 2024, refer to Note 4 - Commercial Mortgage Loans, Held for Investment on the consolidated financial statements of Form 10-K.