FBRT 8-K
Franklin BSP Realty Trust, Inc. (FBRT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
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area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth below under Item 5.03 is hereby incorporated by reference into this Item 3.03.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment No. 4 to Articles Supplementary for Series H Convertible Preferred Stock
On January 20, 2026, Franklin BSP Realty Trust, Inc. (the “Company”) filed Amendment No. 4 (the “Amendment”) to the Articles Supplementary (the “Series H Articles Supplementary”) relating to the Company’s Series H Convertible Preferred Stock, $0.01 par value per share (the “Series H Preferred Stock”) with the Maryland State Department of Assessments and Taxation, which Amendment became effective upon filing.
The Company’s Board of Directors (the “Board”) and the sole holder of the Series H Preferred Stock approved the Amendment, which was requested by the holder of 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; 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 any mandatory conversion date (as may be extended) to one or more one-year extensions of the mandatory conversion date. In addition, under the Amendment, 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 calendar month prior to the mandatory conversion date, upon 10 business days’ advance notice to the Company. No other terms in the Series H Articles Supplementary were amended.
The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 14, 2026, the sole stockholder of the Series H Preferred Stock executed and delivered to the Company a written consent approving the Amendment.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT INDEX |
| Exhibit No. |
Description | |
| 3.1 | Amendment No. 4 to Articles Supplementary of Franklin BSP Realty Trust, Inc., dated January 20, 2026, relating to Series H Convertible Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Franklin BSP Realty Trust, Inc. | ||
| By: | /s/ Jerome S. Baglien | |
| Name: | Jerome S. Baglien | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
January 21, 2026
Exhibit 3.1
FRANKLIN BSP REALTY TRUST, INC.
ARTICLES SUPPLEMENTARY
SERIES H CONVERTIBLE PREFERRED STOCK
FRANKLIN BSP REALTY TRUST, INC., a Maryland corporation (the “Company”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that:
FIRST: The Articles of Amendment and Restatement (the “Charter”) of the Company is hereby supplemented by deleting the existing first sentence of Section 7(a) of the Articles Supplementary relating to Series H Convertible Preferred Stock filed with, and accepted for record by, the SDAT on June 21, 2022, and as supplemented by: Articles Supplementary relating to Series H Convertible Preferred Stock filed with, and accepted for record by, the SDAT on January 19, 2023; Articles Supplementary relating to Series H Convertible Preferred Stock filed with, and accepted for record by, the SDAT on January 10, 2024; and Articles Supplementary relating to Series H Convertible Preferred Stock filed with, and accepted for record by, the SDAT on January 16, 2025 (collectively, the “Series H Articles Supplementary”) in its entirety and inserting in lieu thereof a new sentence to read as follows:
Subject to the provisions of Section 7(c) below, on January 21, 2028 (the “Mandatory Conversion Date”), all of the outstanding Series H Preferred Shares (including, except as otherwise provided herein, Series H Preferred Shares for which a redemption notice has been submitted pursuant to Section 6 above if such Series H Preferred Shares remain outstanding as of the Mandatory Conversion Date) shall convert into Common Shares (the “Mandatory Conversion”); provided that the Company and the holders of all of the then outstanding Series H Preferred Shares may mutually agree in writing by email or otherwise prior to any Mandatory Conversion Date (as may be extended) to one or more one-year extensions of the Mandatory Conversion Date.
SECOND: the Charter is hereby supplemented by deleting the existing Section 7(c) of the Series H Articles Supplementary in its entirety and inserting in lieu thereof the following:
(c) Optional Conversion. During each calendar month from the date hereof through and including the calendar month prior to the Mandatory Conversion Date, the holder of the Series H Preferred Shares shall have the right (the “Optional Conversion Right”) to convert up to 4,487 Series H Preferred Shares into a number of Common Shares per Series H Preferred Share equal to the Conversion Rate, following the delivery of written notice of such election (“Conversion Notice”) to the Company. The holder may not exercise the Optional Conversion Right more than one time per each calendar month. The Conversion Notice shall specify the amount of Series H Preferred Shares to be converted and the requested Business Day for conversion, which shall not be less than 10 business days after the date the Company has received the Conversion Notice.
THIRD: The Series H Preferred Shares (as defined in the Series H Articles Supplementary) have been classified and designated by the Board pursuant to the powers of the Board as contained in the Charter. The Series H Articles Supplementary as set forth above have been duly advised by the Board of Directors and approved by the unanimous written consent of the stockholders of the Company entitled to vote thereon as required by law.
FOURTH: The undersigned Chief Financial Officer and Chief Operating Officer of the Company acknowledges this Articles Supplementary to be the act of the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Financial Officer and Chief Operating Officer of the Company acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused this Series H Articles Supplementary to be signed in its name and on its behalf by its Chief Financial Officer and attested by its Secretary on this 20th day of January, 2026.
| FRANKLIN BSP REALTY TRUST, INC. | ||
| By: | /s/ Jerome S. Baglien | |
| Name: | Jerome S. Baglien | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
| ATTEST: | ||
| By: | /s/ Micah Goodman | |
| Name: | Micah Goodman | |
| Title: | General Counsel and Secretary | |