Granite Point Mortgage Trust Inc 8-K, filed Oct 6, 2026
Granite Point Mortgage Trust Inc. (GPMT)
About this 8-K
Granite Point Mortgage Trust Inc filed this 8-K on October 6, 2026, reporting on events of October 5, 2026.
Items reported
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Completion of 1-for-10 Reverse Stock Split
On October 5, 2026, Granite Point Mortgage Trust Inc. (the “Company”) completed the previously announced reverse stock split of shares of the Company’s common stock (the “Common Stock”) at a ratio of one share for every ten shares outstanding (the “Reverse Stock Split”). The Reverse Stock Split took effect at 5:00 p.m. Eastern Time on October 5, 2026 (the “Effective Time”) and automatically converted every ten shares of Common Stock outstanding at that time into one share of Common Stock.
The Reverse Stock Split affected all holders of Common Stock uniformly and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes resulting from the elimination of fractional shares, as described below under “Charter Amendments.” Holders of Common Stock were not required to take any action related to the Reverse Stock Split. Their accounts were automatically adjusted to reflect the number of shares owned.
As a net result of the Reverse Stock Split, the number of shares of Common Stock issued and outstanding decreased from 48,198,166 shares to approximately 4,819,100 shares as of the Effective Time.
At the Effective Time, the aggregate number of shares of Common Stock available for awards under the Company’s Amended and Restated 2022 Omnibus Incentive Plan (the “Incentive Plan”) and the terms of outstanding awards that had been issued under the Incentive Plan were ratably adjusted to reflect the Reverse Stock Split.
The Reverse Stock Split will not affect payment of the previously announced Common Stock dividend. The dividend will remain payable on October 15, 2026, to stockholders of record at the close of business on October 1, 2026, based on their pre-split holdings of Common Stock, at the previously announced rate of $0.01 per pre-split share.
The Reverse Stock Split applies only to the Common Stock and did not affect the outstanding shares or terms of the Company’s 7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock.
Charter Amendments
In connection with and to implement the Reverse Stock Split, on October 2, 2026, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that provided for:
| i. | a 1-for-10 Reverse Stock Split of the Common Stock, effective at 5:00 p.m. Eastern Time on October 5, 2026, payment of fractional shares in cash, and a corresponding and statutorily required increase in the par value per share of Common Stock from $0.01 per share to $0.10 per share (the “First Amendment”); and |
| ii. | the restoration of the par value per share of the Common Stock to $0.01 per share, effective immediately following the effectiveness of the First Amendment (the “Second Amendment”). |
Trading of the Common Stock on the New York Stock Exchange commenced on a Reverse Stock Split-adjusted basis on October 6, 2026, under the existing trading symbol “GPMT.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 38741L 404.
Pursuant to the First Amendment, any fractional share of Common Stock that would otherwise have resulted from the Reverse Stock Split will be settled by cash payment, calculated on the basis of the closing price of the Common Stock on October 5, 2026.
The foregoing descriptions of the First Amendment and the Second Amendment do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | First Amendment (Articles of Amendment effecting reverse stock split) | |
| 3.2 | Second Amendment (Articles of Amendment adjusting par value) | |
| 99.1 | Press Release dated October 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GRANITE POINT MORTGAGE TRUST INC. | ||
| By: | /s/ MICHAEL J. KARBER | |
| Michael J. Karber | ||
| General Counsel and Secretary | ||
| Date: October 6, 2026 | ||
Exhibit 3.1
GRANITE POINT MORTGAGE TRUST INC.
ARTICLES OF AMENDMENT
Granite Point Mortgage Trust Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The Corporation desires to, and does hereby, amend its charter as currently in effect (the “Charter”), pursuant to Section 2-309(e) of the Maryland General Corporation Law (the “MGCL”), to effect a reverse stock split of the issued and outstanding shares of the common stock, par value $0.01 per share (the “Common Stock”), of the Corporation such that:
(i) every ten (10) shares of Common Stock of the Corporation, par value $0.01 per share, that are issued and outstanding immediately prior to the Effective Time (as defined herein) shall, at the Effective Time, be combined and changed into one (1) issued and outstanding share of Common Stock of the Corporation, par value $0.10 per share;
(ii) no fractional shares of Common Stock of the Corporation resulting from such combination and change will be or remain issued and outstanding following the Effective Time, and each stockholder otherwise entitled to a fractional share will be entitled to receive, in lieu thereof, cash in an amount equal to the product obtained by multiplying (x) the fraction of a share by (y) the last reported price per share at which shares of Common Stock of the Corporation sold on the New York Stock Exchange at the close of market on the date on which the Effective Time occurs;
(iii) shares of Common Stock of the Corporation representing the difference between the number of shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time and the number of shares Common Stock of the Corporation issued and outstanding immediately following the Effective Time, shall be and become authorized and unissued shares of Common Stock of the Corporation having a par value of $0.10 per share; and
(iv) immediately upon the Effective Time, each certificate representing shares of Common Stock of the Corporation will continue to be valid but will be deemed for all corporate purposes after the Effective Time, until such certificate is surrendered in accordance with procedures established by the Corporation, to evidence ownership of the appropriately reduced number of shares of Common Stock of the Corporation, and upon proper surrender of such certificates, new certificates representing the appropriate number of shares (excluding fractional shares) of Common Stock of the Corporation after the combination and change described above will be issued by the Corporation.
SECOND: The Corporation desires to, and does hereby, further amend its Charter pursuant to Section 2-605 of the MGCL to change the par value of each authorized share of Common Stock of the Corporation from $0.01 per share to $0.10 per share, effective as of the Effective Time.
THIRD: As of immediately before the reverse stock split described in Article FIRST and the change in the par value per share of the authorized shares of Common Stock of the Corporation described in Article SECOND, the total number of shares of stock of all classes that the Corporation had authority to issue was 500,000,000 shares of stock, consisting of 450,000,000 shares of Common Stock, par value $0.01 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. The aggregate par value of all such authorized shares of stock having par value was $5,000,000.
FOURTH: As of the Effective Time, after giving effect to the reverse stock split described in Article FIRST and the change in the par value per share of the authorized shares of Common Stock of the Corporation described in Article SECOND, the total number of shares of stock of all classes that the Corporation has authority to issue will be 500,000,000 shares of stock, consisting of 450,000,000 shares of Common Stock, par value $0.10 per share, and 50,000,000 shares of preferred stock, par value $0.01 per share. By virtue of the change in the par value per share of the shares of Common Stock of the Corporation from $0.01 per share to $0.10 per share, the aggregate par value of the total number of shares of stock of all classes that the Corporation has authority to issue will be $45,500,000.
FIFTH: The foregoing amendments to the Charter as set forth in these Articles of Amendment are for the purpose of effecting a reverse stock split that results in a combination of issued and outstanding shares of Common Stock of the Corporation and a change in the par value of the authorized shares of Common Stock of the Corporation, and such amendments are limited to changes expressly authorized by Sections 2-309(e) and 2-605 of the MGCL, respectively, to be made without action by the stockholders of the Corporation and were approved by a majority of the entire board of directors of the Corporation without action by the stockholders of the Corporation.
SIXTH: The foregoing amendments to the Charter as set forth in these Articles of Amendment do not increase the authorized stock of the Corporation.
SEVENTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law was not changed by the amendments contained in these Articles of Amendment.
EIGHTH: These Articles of Amendment shall be effective at 5:00 p.m. Eastern Time on October 5, 2026 (the “Effective Time”).
NINTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the undersigned 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 Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to on its behalf by its Secretary on this 2nd day of October, 2026.
| ATTEST: | GRANITE POINT MORTGAGE TRUST INC. | |||
| /s/ Michael Karber | By: | /s/ John A. Taylor | ||
| Name: | Michael J. Karber | Name: | John A. Taylor | |
| Title: | Secretary | Title: | Chief Executive Officer and President | |
Exhibit 3.2
GRANITE POINT MORTGAGE TRUST INC.
ARTICLES OF AMENDMENT
Granite Point Mortgage Trust Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the "Charter") is hereby amended, effective at the Effective Time (as defined below), to decrease the par value of each authorized share of Common Stock of the Corporation from $0.10 per share to $0.01 per share.
SECOND: The amendment to the Charter as set forth in Article FIRST above has been duly approved by at least a majority of the entire Board of Directors as required by the Maryland General Corporation Law (the “MGCL”) and is limited to a change expressly authorized by Section 2-605(a)(2) of the MGCL to be made without action by the stockholders of the Corporation.
THIRD: The foregoing amendment to the Charter as set forth in these Articles of Amendment does not increase the authorized stock of the Corporation.
FOURTH: The information required by Section 2-607(b)(2)(i) of the MGCL was not changed by the amendment contained in these Articles of Amendment.
FIFTH: These Articles of Amendment shall be effective at 5:01 p.m. Eastern Time on October 5, 2026 (the “Effective Time”).
SIXTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters and facts required to be verified under oath, the undersigned 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 Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and President and attested to on its behalf by its Secretary on this 2nd day of October, 2026.
| ATTEST: | GRANITE POINT MORTGAGE TRUST INC. | |||
| /s/ Michael Karber | By: | /s/ John A. Taylor | ||
| Name: | Michael J. Karber | Name: | John A. Taylor | |
| Title: | Secretary | Title: | Chief Executive Officer and President | |
Exhibit 99.1
Granite Point Mortgage Trust Inc. Announces Completion of Reverse Stock Split
NEW YORK, October 6, 2026 – Granite Point Mortgage Trust Inc. (NYSE: GPMT) (“GPMT,” “Granite Point” or the “Company”) today announced the completion of its previously announced one-for-ten reverse stock split of the outstanding shares of the company’s common stock (the “Reverse Stock Split”). The Reverse Stock Split, which was effective at 5:00 p.m. Eastern Time on October 5, 2026, reduced the number of outstanding shares of the company’s common stock from approximately 48.2 million shares to approximately 4.8 million shares. The par value of each share of common stock will remain unchanged. The Company’s common stock will continue trading on the NYSE under the symbol “GPMT” and is assigned CUSIP number: 38741L 404.
The Reverse Stock Split is intended to be tax-free for U.S. federal income tax purposes. U.S. common stockholders generally should not recognize a gain or loss from the reverse stock split, except in those instances where cash payments were provided in lieu of fractional shares, which may be taxable. GPMT’s common stockholders are encouraged to consult their financial advisors and tax advisors regarding the consequences of the Reverse Stock Split, including the applicability and effect of any U.S. federal, state, local or foreign tax laws.
About Granite Point Mortgage Trust Inc.
Granite Point Mortgage Trust Inc. is a Maryland corporation focused on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments. Granite Point is headquartered in New York, NY. Additional information is available at www.gpmtreit.com.
Forward-Looking Statements
This press release contains, or incorporates by reference, not only historical information, but also forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “target,” “believe,” “outlook,” “potential,” “continue,” “intend,” “seek,” “plan,” “goals,” “future,” “likely,” “may” and similar expressions or their negative forms, or by references to strategy, plans or intentions. The illustrative examples herein are forward-looking statements. Our expectations, beliefs and estimates are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and estimates will prove to be correct or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in our Annual Report on Form 10-K for the year ended December 31, 2025, under the caption “Risk Factors,” and our subsequent filings made with the SEC. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information
Stockholders of Granite Point and other interested persons may find additional information regarding the Company at the Securities and Exchange Commission’s Internet site at www.sec.gov or by directing requests to: Granite Point Mortgage Trust Inc., 1114 Avenue of the Americas, Suite 3020, New York, NY 10036, telephone (212) 364-5500.
Investors: Chris Petta, Head of Investor Relations, Granite Point Mortgage Trust Inc., (212) 364-5500, investors@gpmtreit.com.