KKR Real Estate Finance Trust Inc 10-Q for FY2025 Q2
KKR Real Estate Finance Trust Inc. (KREF)
10-Q
2025-07-22
For: 2025-06-30
View Original
Added on
April 07, 2026
About this 10-Q
KKR Real Estate Finance Trust Inc filed this 10-Q on July 22, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $29.73M
- compared with net income of $25.83M a year earlier
- Diluted EPS
- -$0.53
- compared with $0.29 a year earlier
UNITED STATES | ||||||||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||||||||
| Washington, D.C. 20549 | ||||||||||||||||||||
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||
For the quarterly period ended June 30, 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||
For the transition period from ________________ to ________________
Commission File Number: 001-38082
 | ||||||||||||||||||||
| (Exact name of registrant as specified in its charter) | ||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||||||||
(212 ) 750-8300
| (Registrant’s telephone number, including area code) | ||||||||||||||||||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
The number of shares of the registrant's common stock, par value $0.01 per share, outstanding as of July 18, 2025 was 65,676,132 .
KKR REAL ESTATE FINANCE TRUST INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2025
INDEX
| PAGE | |||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these forward-looking statements by the use of words such as "outlook," "believe," "expect," "potential," "continue," "may," "should," "seek," "approximately," "predict," "intend," "will," "plan," "estimate," "anticipate," the negative version of these words, other comparable words or other statements that do not relate strictly to historical or factual matters. By their nature, forward-looking statements speak only as of the date they are made, are not statements of historical fact or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs and projections 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 projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
There are many factors that may cause our actual results to differ materially from the forward-looking statements, including factors set forth under Part I, Item 1A. "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the "Form 10-K") and Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Form 10-Q, as such factors may be updated from time to time in our other periodic filings with the SEC, which are accessible on the SEC's website at www.sec.gov and on the investor relations section of our website at www.kkrreit.com. You should evaluate all forward-looking statements made in this Form 10-Q in the context of these risks and uncertainties.
We caution you that the risks, uncertainties and other factors referenced below may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements in this Form 10-Q apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this Form 10-Q and in other filings we make with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, except as required by law.
Except where the context requires otherwise, the terms "Company," "we," "us," "our" and "KREF" refer to KKR Real Estate Finance Trust Inc., a Maryland corporation, and its subsidiaries; "Manager" refers to KKR Real Estate Finance Manager LLC, a Delaware limited liability company, our external manager; and "KKR" refers to KKR & Co. Inc., a Delaware corporation, and its subsidiaries.
SUMMARY OF MATERIAL RISKS
The following is a summary of the risk factors associated with investing in our securities. You should read this summary together with a more detailed description of these risks in the "Risk Factors" section of this report and in other filings that we make from time to time with the SEC.
•the general political, economic, competitive, and other conditions in the United States and in any foreign jurisdictions in which we invest and their impact on our loan portfolio, financial condition and business operations;
•fluctuations in interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments and could materially impair our ability to pay distributions to our stockholders;
•adverse developments in the real estate and real estate capital markets could negatively impact our performance;
•adverse legislative or regulatory developments, including with respect to tax laws, securities laws, and the laws governing financial and lending institutions;
•adverse developments in the availability of attractive loan and other investment opportunities whether they are due to competition, regulation or otherwise, could adversely affect our results of operations;
•adverse economic trends and changes in economic conditions, including as a result of heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, increased tariffs and trade tensions, geopolitical conditions, labor shortages, currency fluctuations and challenges in global supply chains;
•events giving rise to increases in our current expected credit loss reserve;
•reduced demand for office, multifamily or retail space, and/or hybrid work schedules which allow work from remote locations other than the employer's office premises;
•our results of operations, financial condition, liquidity position, and business could be adversely impacted if we experience (i) difficulty accessing financing or raising capital, including due to a significant dislocation in or shut-down of the capital markets, (ii) a reduction in the yield on our investments, (iii) an increase in the cost of our financing, (iv) an inability to borrow incremental amounts or an obligation to repay amounts under our financing arrangements, or (v) defaults by borrowers in paying debt service on outstanding loans;
•deterioration in the performance of the properties securing our investments that may cause deterioration in the performance of our investments, adversely impact certain of our financing arrangements and our liquidity, risks in collection of contractual interest payments, and potentially, principal losses to us;
•difficulty or delays in redeploying the proceeds from repayments of our existing investments may cause our financial performance to decline;
•acts of God such as hurricanes, earthquakes and other natural disasters, pandemics, acts of war and/or terrorism and other events that may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments;
•increased competition from entities engaged in mortgage lending and/or investing in our target assets;
•conflicts with KKR and its affiliates, including our Manager, could result in decisions that are not in the best interests of our stockholders;
•we are dependent on our Manager and its access to KKR’s investment professionals and resources. We may not find a suitable replacement for the Manager if the Management Agreement is terminated, or if key personnel leave the employment of KKR or otherwise become unavailable to us.
•our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes and our exclusion from registration under the Investment Company Act of 1940, as amended (the "Investment Company Act"); and
•authoritative accounting principles generally accepted in the United States of America ("GAAP") or policy changes from such standard-setting bodies such as the Financial Accounting Standards Board (the "FASB"), the Securities and Exchange Commission (the "SEC"), the Internal Revenue Service, the New York Stock Exchange and other authorities that we are subject to, as well as their counterparts in any foreign jurisdictions where we might do business.
PART I — FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
KKR Real Estate Finance Trust Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(Amounts in thousands, except share and per share data)
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Commercial real estate loans, held-for-investment | ||||||||||||||
| Less: Allowance for credit losses | ( | ( | ||||||||||||
| Commercial real estate loans, held-for-investment, net | ||||||||||||||
| Real estate owned, held for investment, net | ||||||||||||||
| Real estate owned assets, held for sale | ||||||||||||||
| Equity method investment, real estate asset | ||||||||||||||
| Equity method investment, CMBS B-Pieces | ||||||||||||||
| Variable interest entity assets, CMBS trust, at fair value | ||||||||||||||
| Accrued interest receivable | ||||||||||||||
| Other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Liabilities | ||||||||||||||
| Secured financing agreements, net | $ | $ | ||||||||||||
| Collateralized loan obligations, net | ||||||||||||||
| Secured term loan, net | ||||||||||||||
| Dividends payable | ||||||||||||||
| Accrued interest payable | ||||||||||||||
| Real estate owned liabilities, held for sale | ||||||||||||||
| Variable interest entity liabilities, CMBS trust, at fair value | ||||||||||||||
| Due to affiliates | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total Liabilities | ||||||||||||||
| Commitments and Contingencies (Note 13) | ||||||||||||||
| Equity | ||||||||||||||
Preferred Stock, $ | ||||||||||||||
Series A cumulative redeemable preferred stock, ( | ||||||||||||||
Common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total KKR Real Estate Finance Trust Inc. Stockholders’ Equity | ||||||||||||||
Noncontrolling interests in equity of consolidated joint ventures | ||||||||||||||
| Total Equity | ||||||||||||||
| Total Liabilities and Equity | $ | $ | ||||||||||||
See Notes to Condensed Consolidated Financial Statements.
5
KKR Real Estate Finance Trust Inc. and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
(Amounts in thousands, except share and per share data)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net Interest Income | ||||||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Total net interest income | ||||||||||||||||||||||||||
| Other Income | ||||||||||||||||||||||||||
| Revenue from real estate owned operations | ||||||||||||||||||||||||||
| Income (loss) from equity method investments | ( | ( | ||||||||||||||||||||||||
| Change in net assets of consolidated variable interest entity, CMBS trust | ||||||||||||||||||||||||||
| Gain (loss) on sale of investments | ( | ( | ||||||||||||||||||||||||
| Other miscellaneous income | ||||||||||||||||||||||||||
| Total other income | ||||||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||
| Provision for credit losses, net | ||||||||||||||||||||||||||
| Expenses from real estate owned operations | ||||||||||||||||||||||||||
| Management fee to affiliate | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income (Loss) Before Income Taxes | ( | ( | ||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net Income (Loss) | ( | ( | ||||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interests | ( | ( | ( | ( | ||||||||||||||||||||||
Net Income (Loss) Attributable to KKR Real Estate Finance Trust Inc. and Subsidiaries | ( | ( | ||||||||||||||||||||||||
| Preferred stock dividends | ||||||||||||||||||||||||||
| Participating securities' share in earnings | ||||||||||||||||||||||||||
| Net Income (Loss) Attributable to Common Stockholders | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Net Income (Loss) Per Share of Common Stock | ||||||||||||||||||||||||||
| Basic and Diluted | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Weighted Average Number of Shares of Common Stock Outstanding | ||||||||||||||||||||||||||
| Basic and Diluted | ||||||||||||||||||||||||||
| Dividends Declared per Share of Common Stock | $ | $ | $ | $ | ||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
6
KKR Real Estate Finance Trust Inc. and Subsidiaries
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(Amounts in thousands, except share data)
| Series A Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Repurchased Stock | Total KKR Real Estate Finance Trust Inc. Stockholders' Equity | Noncontrolling Interests in Equity of Consolidated Joint Ventures | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution by noncontrolling interests | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A preferred dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Participating security dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase and retirement of common stock | — | — | ( | ( | ( | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | * | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution by noncontrolling interests | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A preferred dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Participating security dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
* Rounds to zero.
7
| Series A Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Repurchased Stock | Total KKR Real Estate Finance Trust Inc. Stockholders' Equity | Noncontrolling Interests in Equity of Consolidated Joint Ventures | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Par Value | Shares | Par Value | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A preferred dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Participating security dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Retirement of repurchased stock | — | — | — | — | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation, net | — | — | * | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution by noncontrolling interests | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series A preferred dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Common dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Participating security dividends declared, $ | — | — | — | — | — | ( | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
* Rounds to zero.
See Notes to Condensed Consolidated Financial Statements.
8
KKR Real Estate Finance Trust Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Amounts in thousands)
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash Flows From Operating Activities | ||||||||||||||
| Net income (loss) | $ | ( | $ | |||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||
| Accretion of deferred loan fees and discounts | ( | ( | ||||||||||||
| Payment-in-kind interest | ( | ( | ||||||||||||
| Amortization of deferred debt issuance costs and discounts | ||||||||||||||
| (Income) loss from equity method investments | ( | |||||||||||||
| Change in net assets of consolidated variable interest entity, CMBS trust | ( | |||||||||||||
| Provision for credit losses, net | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Stock-based compensation expense | ||||||||||||||
| (Gain) loss on sale of investments | ( | |||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||
| Assets related to real estate owned, held for sale, net of liabilities | ( | |||||||||||||
| Accrued interest receivable, net | ||||||||||||||
| Other assets | ( | |||||||||||||
| Accrued interest payable | ( | ( | ||||||||||||
| Due to affiliates | ( | |||||||||||||
| Other liabilities | ( | ( | ||||||||||||
| Net cash provided by (used in) operating activities | ||||||||||||||
| Cash Flows From Investing Activities | ||||||||||||||
| Proceeds from principal repayments of commercial real estate loans | ||||||||||||||
| Originations and fundings of commercial real estate loans | ( | ( | ||||||||||||
| Capital expenditures on real estate owned | ( | ( | ||||||||||||
| Payment to acquire real estate owned | ( | ( | ||||||||||||
| Net proceeds (payment) on sale of real estate owned, held for investment | ||||||||||||||
| Net proceeds (payment) on sale of real estate owned, held for sale | ( | |||||||||||||
| Payment to acquire equity method investment, real estate asset | ( | |||||||||||||
| Contributions to equity method investment, real estate asset | ( | |||||||||||||
| Payment to acquire interests in CMBS trust | ( | |||||||||||||
| Net cash provided by (used in) investing activities | ||||||||||||||
| Cash Flows From Financing Activities | ||||||||||||||
| Proceeds from borrowings under secured financing agreements | ||||||||||||||
| Proceeds from issuance of secured term loan | ||||||||||||||
| Proceeds from noncontrolling interest contributions | ||||||||||||||
| Principal repayments on borrowings under secured financing agreements | ( | ( | ||||||||||||
| Principal repayments on borrowings under collateralized loan obligations | ( | |||||||||||||
| Principal repayments on borrowings under secured term loan | ( | |||||||||||||
| Payments of debt and collateralized debt obligation issuance costs | ( | ( | ||||||||||||
| Payments of common stock dividends | ( | ( | ||||||||||||
| Payments of preferred stock dividends | ( | ( | ||||||||||||
| Payments to repurchase common stock | ( | |||||||||||||
| Net cash provided by (used in) financing activities | ( | ( | ||||||||||||
| Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash | ( | |||||||||||||
| Cash, Cash Equivalents and Restricted Cash at Beginning of Period | ||||||||||||||
| Cash, Cash Equivalents and Restricted Cash at End of Period | $ | $ | ||||||||||||
9
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Reconciliation of cash, cash equivalents and restricted cash | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Restricted cash (Note 9) | ||||||||||||||
| Total cash, cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ | $ | ||||||||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||||||||
| Cash paid during the period for interest | $ | $ | ||||||||||||
| Cash paid during the period for income taxes | ||||||||||||||
| Supplemental Schedule of Non-Cash Investing and Financing Activities | ||||||||||||||
| Dividend declared, not yet paid | ||||||||||||||
| Loan funding held in escrow | ||||||||||||||
| Loan principal repayments held by a servicer | ||||||||||||||
| Deferred financing costs, not yet paid | ||||||||||||||
| Acquisition of real estate owned | ||||||||||||||
| Acquisition of other assets related to real estate owned | ||||||||||||||
| Assumption of other liabilities related to real estate owned | ( | ( | ||||||||||||
| Transfer of senior loan to real estate owned | ||||||||||||||
| Noncontrolling interest contribution to real estate owned | ||||||||||||||
| Transfer of senior loan to equity method investment, real estate asset | ||||||||||||||
| Sale of real estate owned, held for sale, net of closing costs | ||||||||||||||
| Seller financing provided on sale of real estate owned, held for sale, net | ||||||||||||||
| Consolidation of variable interest entities, CMBS Trust (incremental assets and liabilities) | ||||||||||||||
See Notes to Condensed Consolidated Financial Statements.
10
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 1. Business and Organization
KKR Real Estate Finance Trust Inc. (together with its consolidated subsidiaries, referred to throughout this report as the "Company" or "KREF") is a Maryland corporation that was formed and commenced operations on October 2, 2014 as a mortgage real estate investment trust ("REIT") that focuses primarily on originating and acquiring transitional senior loans secured by commercial real estate ("CRE") assets.
KREF has elected and intends to maintain its qualification to be taxed as a REIT under the requirements of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), for U.S. federal income tax purposes. As such, KREF will generally not be subject to U.S. federal income tax on that portion of its income that it distributes to stockholders if it distributes at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. See Note 17 regarding taxes applicable to KREF.
KREF is externally managed by KKR Real Estate Finance Manager LLC ("Manager"), an indirect subsidiary of KKR & Co. Inc. (together with its subsidiaries, "KKR"), through a management agreement ("Management Agreement") pursuant to which the Manager provides a management team and other professionals who are responsible for implementing KREF’s business strategy, subject to the supervision of KREF’s board of directors. For its services, the Manager is entitled to management fees and incentive compensation, both defined in, and in accordance with the terms of, the Management Agreement (Note 15).
As of June 30, 2025, KKR beneficially owned 10,000,001 shares, or 15.2 % of KREF's outstanding common stock.
KREF's principal business activities are related to the origination and purchase of credit investments related to commercial real estate. KREF’s Chief Executive Officer is the Chief Operating Decision Maker ("CODM") who allocates resources and assesses financial performance. The CODM reviews net income (loss) attributable to KREF and assesses the performance of KREF's current portfolio of leveraged and unleveraged commercial real estate loans and makes operating decisions accordingly. As a result, KREF conducts its business as a single operating segment. All expense categories on the Condensed Consolidated Statements of Operations are significant and there are no other significant segment expenses that would require disclosure.
11
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 2. Summary of Significant Accounting Policies
Basis of Presentation — The unaudited condensed consolidated financial statements and accompanying notes of KREF are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and instructions to Form 10-Q. The condensed consolidated financial statements, including the accompanying notes, are unaudited and exclude some of the disclosures required in annual financial statements. The condensed consolidated financial statements include the accounts of KREF and its consolidated subsidiaries, and all intercompany transactions and balances have been eliminated. In the opinion of management, all adjustments considered necessary for a fair presentation of KREF’s financial position, results of operations and cash flows have been included and are of a normal and recurring nature. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These condensed consolidated financial statements should be read in conjunction with KREF's Annual Report on Form 10-K.
Use of Estimates — The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Such estimates include, but are not limited to, the determination of allowance for credit loss, asset impairment or loan write-off, and fair value recorded or disclosed. Actual results could materially differ from those estimates.
Consolidation — KREF consolidates those entities that (i) it controls through either majority ownership or voting rights or (ii) management determines that KREF is the primary beneficiary of entities deemed to be variable interest entities ("VIEs").
Variable Interest Entities — VIEs are entities (i) in which equity investors do not have an interest with the characteristics of a controlling financial interest, (ii) that do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties or (iii) established with non-substantive voting rights. A VIE is required to be consolidated only by its primary beneficiary, which is defined as the party that has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and that has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could be potentially significant to the VIE (Note 10).
To assess whether KREF has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, KREF considers all the facts and circumstances, including its role in establishing the VIE and its ongoing rights and responsibilities. This assessment includes, first, identifying the activities that most significantly impact the VIE’s economic performance; and second, identifying which party, if any, has power to direct those activities. To assess whether KREF has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE, KREF considers all of its economic interests and applies judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE.
Commercial Mortgage-Backed Securities — KREF consolidates trusts that issue beneficial ownership interests in commercial real estate loans (commonly referred to as commercial mortgage-backed securities, or "CMBS") when management determines that such trusts are VIEs and that KREF is the primary beneficiary of such VIEs.
Management believes that the performance of the commercial real estate loans underlying CMBS issuances most significantly impact the economic performance of such trusts, and the primary beneficiary is generally the party that has the power to direct activities that most significantly affect those assets' performance. The subordinated tranches with first loss risk typically form the controlling class, which grants the holder the unilateral right to appoint and remove the special servicer of these trusts. The special servicer plays a critical role in mitigating credit losses by managing delinquent loans.
KREF holds non-investment grade and unrated subordinate tranches, including the controlling class, in the CMBS trust it consolidates. These tranches expose KREF to first loss risk and entitle it to potential residual returns. As the controlling class holder, KREF has the unilateral right to appoint and remove the special servicer and management has concluded that KREF is the primary beneficiary and therefore, consolidates these CMBS trusts. All assets and liabilities of the consolidated CMBS trusts are recorded on KREF's condensed consolidated financial statements. The difference between the consolidated trusts' assets and liabilities represents KREF's interest in the CMBS trusts.
12
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Assets of a consolidated CMBS trust can only be used to settle the obligations of that trust. These assets are not individually accessible to the CMBS bondholders, and the trust's liabilities are non-recourse to KREF or any other bondholders. The assets of the consolidated trust, primarily commercial mortgage loans and related interest accruals, are presented within "Variable interest entity assets, CMBS trust, at fair value", and the liabilities of the consolidated trust, primarily obligations to the external CMBS holders and related interest accruals, are presented within "Variable interest entity liabilities, CMBS trust, at fair value" on the Condensed Consolidated Balance Sheets.
KREF elected the fair value option for the initial and subsequent recognition of the assets and liabilities of the consolidated CMBS trust. This approach provides users of the financial statements with more relevant information about the effects of credit risk and other market factors on KREF's investment in CMBS. Since changes in fair value incorporate the interest income and expense of the CMBS trust, management does not consider the separate presentation of the components of fair value changes to be relevant. Management has elected to present these components in aggregate within "Change in net assets of consolidated variable interest entity, CMBS trust" in the Condensed Consolidated Statements of Income.
Collateralized Loan Obligations — KREF consolidates collateralized loan obligations (“CLOs”) when it determines that the CLO issuers are VIEs and that KREF is the primary beneficiary of such VIEs.
The collateral assets of KREF's CLOs, comprised of a pool of loan participations, are included in “Commercial real estate loans, held-for-investment, net” on the Condensed Consolidated Balance Sheets. The liabilities of KREF's consolidated CLOs consist solely of obligations to the senior CLO noteholders, excluding subordinated CLO tranches held by KREF as such interests are eliminated in consolidation, and are presented in “Collateralized loan obligations, net” on the Condensed Consolidated Balance Sheets. The collateral assets of the CLOs can only be used to settle the obligations of the consolidated CLOs. The interest income from the CLOs’ collateral assets and the interest expense on the CLOs’ liabilities are presented on a gross basis in “Interest income” and “Interest expense”, respectively, in KREF's Condensed Consolidated Statements of Income.
Real Estate Owned Joint Venture — KREF has two joint ventures that hold the majority of KREF’s investments in real estate owned ("REO") and determined the joint ventures to be VIEs (Note 10). KREF owns a majority of the equity interests in the joint ventures and participates in the profits and losses. Management concluded that KREF is the primary beneficiary of the joint ventures as KREF holds decision-making power over the activities that most significantly impact the economic performance and has the obligation to absorb losses or the right to receive benefits that could be potentially significant to the joint ventures.
Noncontrolling Interests — Noncontrolling interests represent the ownership interests in certain consolidated subsidiaries held by entities or persons other than KREF. These noncontrolling interests do not include redemption features and are presented as "Noncontrolling interests in equity of consolidated joint ventures" on the Condensed Consolidated Balance Sheets.
Equity Method Investments — Investments are accounted for under the equity method when KREF has significant influence over the operations of an investee but does not consolidate that investment. Equity method investments, for which management has not elected a fair value option, are initially recorded at cost and subsequently adjusted for KREF's share of net income or loss and cash contributions and distributions each period.
KREF classifies distributions received from equity method investees using the cumulative earnings approach. Distributions received up to the cumulative earnings from each equity method investee are considered returns on investment and presented within “Cash Flows from Operating Activities” in the Condensed Consolidated Statements of Cash Flows; excess distributions received are considered returns of investment and presented within “Cash Flows From Investing Activities” in the Condensed Consolidated Statements of Cash Flows.
Fair Value — GAAP requires the categorization of the fair value of financial instruments into three broad levels that form a hierarchy based on the transparency of inputs to the valuation.
Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
13
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Level 2 — Inputs are other than quoted prices that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.
Level 3 — Inputs are unobservable for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.
KREF follows this hierarchy for its financial instruments. The classifications are based on the lowest level of input that is significant to the fair value measurement.
Valuation Process — The Manager reviews the valuation of Level 3 financial instruments as part of KKR's quarterly process. KKR’s valuation process for Level 3 measurements, as described below, subjected valuations to the review and oversight of various committees. KKR has a global valuation committee assisted by the asset class-specific valuation committees, including a real estate valuation committee that reviews and approves all preliminary Level 3 valuations for real estate assets, including the financial instruments held by KREF. The global valuation committee is responsible for coordinating and implementing KKR’s valuation process to ensure consistency in the application of valuation principles across portfolio investments and between periods. All Level 3 valuations are also subject to approval by the global valuation committee.
Valuation of Commercial Real Estate Loans — Management considers KREF's commercial real estate loans to be Level 3 assets in the fair value hierarchy as such assets are illiquid, structured investments that are specific to the sponsor, underlying property and its operating performance (Note 16). For financial statement disclosure purposes, on a quarterly basis, management generally engages an independent valuation firm to estimate the fair value of each loan categorized as a Level 3 asset. These loans are generally valued using a discounted cash flow model based on assumptions regarding the collection of principal and interest and estimated market rates. Management reviews the quarterly loan valuation estimates provided by the independent valuation firm. For collateral dependent loans, KREF may apply alternative valuation methods based on the fair value of the underlying collateral. Determination of collateral value involves significant judgment, including assumptions regarding capitalization rates, discount rates, leasing, occupancy rates, and other factors.
Valuation of Variable Interest Entity, CMBS Trust — Management classifies the financial assets and liabilities of consolidated CMBS trusts as Level 3 within the fair value hierarchy and has elected the fair value option for these financial instruments within the trusts. KREF has adopted the measurement alternative under Accounting Standards Codification ("ASC") Topic 810, which permits measurement of both the financial assets and liabilities of consolidated CMBS trusts based on the fair value of the financial liabilities, as these are considered more observable than the fair value of the related assets. Accordingly, KREF presents the CMBS issued by the consolidated trusts, excluding any portion retained by KREF, as financial liabilities measured at fair value in its condensed consolidated financial statements. The financial assets of these consolidated CMBS trusts are measured as the aggregated fair value of the liabilities of these trusts, including those held by KREF. Under this approach, "Change in net assets of consolidated variable interest entity, CMBS trust" in the Condensed Consolidated Statements of Income reflects KREF's economic interest in the consolidated CMBS trusts, including (i) change in fair value of CMBS held by KREF, (ii) interest and servicing fees income earned from the CMBS trusts, and (iii) any other residual returns or losses attributable to KREF (Note 8).
Valuation of CLO Consolidated VIEs — Management estimates the fair value of the CLO liabilities using prices obtained from an independent valuation firm. If prices received from the independent valuation firm are inconsistent with values determined in connection with management’s independent review, management makes inquiries to the independent valuation firm about the prices received and related methods. In the event management determines the price obtained from an independent valuation firm to be unreliable or an inaccurate representation of the fair value of the CLO liabilities (based on considerations given to observable market data), management then compiles evidence independently and presents the independent valuation firm with such evidence supporting a different value. As a result, the independent valuation firm may revise their price after evaluating any additional evidence.
However, if management continues to disagree with the price from the independent valuation firm, in light of evidence that management compiled independently and believes to be compelling, valuations are then prepared using inputs based on non-binding broker quotes obtained from independent, well-known, major financial brokers that are CLO market makers. In validating any non-binding broker quote used in this circumstance, management compares the non-binding quote to the observable market data points in addition to understanding the valuation methodologies used by the market makers. These market participants may utilize a similar methodology as the independent valuation firm to value the CLO liabilities, with the
14
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
key input of expected yield determined independently based on both observable and unobservable factors. To avoid reliance on any single broker-dealer, management receives a minimum of two non-binding quotes, of which the average is used.
Other Valuation Matters — For Level 3 financial assets originated, or otherwise acquired, and financial liabilities assumed during the current calendar quarter that were conducted in an orderly transaction with an unrelated party, management generally believes that the transaction price provides the most observable indication of fair value given the illiquid nature of these financial instruments, unless management is aware of any circumstances that may cause a material change in the fair value through the remainder of the reporting period. For instance, significant changes to the underlying property or its planned operations may cause material changes in the fair value of commercial real estate loans acquired, or originated, by KREF.
KREF’s determination of fair value is based upon the best information available for a given circumstance and may incorporate assumptions that are management’s best estimates after consideration of a variety of internal and external factors. When an independent valuation firm expresses an opinion on the fair value of a financial instrument in the form of a range, management selects a value within the range provided by the independent valuation firm, generally the midpoint, to assess the reasonableness of management’s estimated fair value for that financial instrument.
Refer to Note 16 for additional information regarding the valuation of KREF's financial assets and liabilities.
Transfer of Financial Assets and Financing Agreements — KREF will, from time to time, transfer loans, securities and other assets as well as finance assets in the form of secured borrowings. In each case, management evaluates whether the transaction constitutes a sale through legal isolation of the transferred financial asset from KREF, the ability of the transferee to pledge or exchange the transferred asset without constraint and the transfer of control of the transferred asset. For transfers that constitute sales, KREF (i) recognizes the financial assets it retains and liabilities it has incurred, if any, (ii) derecognizes the financial assets it has sold, and derecognizes liabilities when extinguished and (iii) recognizes a realized gain, or loss, based upon the excess, or deficient, proceeds received over the carrying value of the transferred asset. KREF does not recognize a gain, or loss, on interests retained, if any, where management elected the fair value option prior to sale.
Balance Sheet Measurement
Cash and Cash Equivalents and Restricted Cash — KREF considers cash equivalents as highly liquid short-term investments with maturities of 90 days or less when purchased. KREF maintains its cash deposits with major financial institutions. Substantially all such amounts on deposit exceed insured limits.
KREF recognizes and measures the allowance for credit losses under the Current Expected Credit Loss ("CECL") model, which requires a reporting entity to estimate expected credit losses, not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, and off-balance sheet credit exposures such as unfunded loan commitments. The allowance for credit losses is deducted from the respective loans’ amortized cost basis on KREF's Condensed Consolidated Balance Sheets. The allowance for credit losses attributed to unfunded loan commitments is included in “Other liabilities” on the Condensed Consolidated Balance Sheets (Note 9).
Commencing in the second quarter of 2024, KREF estimated CECL reserves using the Weighted-Average Remaining Maturity, or the WARM method, which has been identified as a loss-rate method for estimating CECL reserves under GAAP. Under the
15
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
WARM method, KREF references historical loan loss data across a comparable data set and applies such loss rate to each loan over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe.
To arrive at a CECL reserve using the WARM method, KREF considers various factors including (i) historical loss experience in the commercial real estate lending market, (ii) timing of expected repayments and expected loan future funding, and (iii) KREF’s view of the current and future macroeconomic environment for a reasonable and supportable forecast period. KREF derives a historical loss rate predominately based on a CMBS database with historical losses since 1998 provided by a third party. KREF focuses on the most relevant subset of CMBS data that is determined to be the most comparable to its own portfolio. The historical loss rate is further adjusted to consider expected macroeconomic conditions, such as commercial real estate price indices, unemployment rates and market liquidity, over reasonable and supportable forecast periods. There is significant uncertainty related to future macroeconomic conditions. Therefore, KREF also considers other loan specific credit quality factors such as the risk rating of the loan, a near-term maturity, nature of construction loans, and economic conditions specific to the property type of the underlying collateral.
For collateral dependent loans for which KREF determines foreclosure of the collateral is probable, KREF measures the expected losses based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For collateral dependent loans for which KREF determines foreclosure is not probable, KREF applies a practical expedient to estimate expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan. A loan is determined to be collateral dependent if (i) a borrower or sponsor is experiencing financial difficulty, and (ii) the loan is expected to be substantially repaid through the sale of the underlying collateral. Such determination requires the use of significant judgment and can be based on several factors subject to uncertainty. Considerations used in determination of financial difficulty may include, but are not limited to, whether the borrower's operating cash flow is sufficient to cover the current and future debt service requirements, the borrower’s ability to refinance the loan, market liquidity and other circumstances that can affect the borrower’s ability to satisfy its contractual obligations under the loan agreement.
KREF may adopt other acceptable alternative approaches to estimate the CECL reserve in the future based on factors such as, but not limited to, the type of loan, the underlying collateral and the availability of relevant historical market loan loss data.
Commercial Real Estate Loans, Held-For-Sale — Loans that KREF originates or acquires, which KREF is unable to hold, or management intends to sell or otherwise dispose of, in the foreseeable future are classified as held-for-sale and are carried at the lower of amortized cost or fair market value.
Real Estate Owned — To maximize recovery from a defaulted loan, KREF may assume legal title or physical possession of the underlying collateral through foreclosure or the execution of a deed in lieu of foreclosure. Foreclosed properties are initially recognized at fair value in accordance with ASC 805 on KREF's Condensed Consolidated Balance Sheets as "Real Estate Owned" when KREF assumes legal title or physical possession. KREF’s cost basis in REO equals the estimated fair value on the acquisition date. The value of acquired REO is allocated based on the relative fair values of assets acquired and liabilities assumed, including, but not limited to, land, building, furniture and fixtures, and intangibles.
REO assets held for investment, except for land, are depreciated or amortized using the straight-line method over estimated useful lives of up to 40 years for buildings, up to 15 years for land and building improvements, and the remaining lease terms for lease intangibles. Renovations and/or replacements that improve or extend the life of the REO asset are capitalized and depreciated over their estimated useful lives. The cost of ordinary repairs and maintenance are expensed as incurred.
REO assets are classified as held for sale in the period when they meet the criteria under ASC 360. Once a REO is classified as held for sale, depreciation is suspended and the asset is reported at the lower of its carrying value or fair value less cost to sell. The actual sales price of the REO could differ from the estimated fair value. If circumstances arise that were previously considered unlikely and, as a result, KREF decides not to sell the real estate asset previously classified as held for sale, the real estate asset is reclassified as held for investment. Upon reclassification, the real estate asset is measured at the lower of (i) its carrying amount prior to classification as held for sale, adjusted for depreciation expense that would have been recognized had the real estate been classified as held for investment, and (ii) its estimated fair value at the time of reclassification.
REO assets are evaluated for impairment on a quarterly basis. KREF considers the following factors when performing the impairment analysis: (i) significant underperformance relative to anticipated operating results; (ii) significant negative industry and economic outlook or trends; (iii) expected material costs necessary to extend the life or operate the REO asset; and (iv)
16
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
KREF’s ability to hold and dispose of the REO asset in the ordinary course of business. A REO asset is considered for impairment when the sum of estimated future undiscounted cash flows to be generated by the REO asset over the estimated remaining holding period is less than the carrying value of such REO asset. An impairment charge is recorded when the carrying value of the REO exceeds the fair value. When determining the fair value of a REO asset, KREF makes certain assumptions including, but not limited to, projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the REO asset.
For all REO assets (Note 4), KREF may opportunistically transact as suitable opportunities emerge.
Secured Financing Agreements — KREF's secured financing agreements, including uncommitted repurchase facilities, term lending agreements, warehouse facility, asset specific financings and term loan facility, are treated as floating-rate collateralized financing arrangements carried at their contractual amounts, net of unamortized debt issuance costs (Note 5). Included within KREF's secured financing agreements is KREF's corporate revolving credit agreement ("Revolver"), which is full recourse to certain guarantor wholly-owned subsidiaries of KREF.
Secured Term Loan, Net — KREF records its secured term loan at its contractual amount, net of unamortized original issuance discount and deferred financing costs (Note 7) on its Condensed Consolidated Balance Sheets. Any original issuance discount or deferred financing costs are amortized through the maturity date of the secured term loan as additional non-cash interest expense.
Income Recognition
Interest Income — KREF accrues interest income on loans based on the outstanding principal amount and contractual terms of the loan. Interest income also includes origination fees, direct loan origination costs and related exit fees for loans that KREF originates, but where management did not elect the fair value option, as a yield adjustment using the interest method over the loan term, or on a straight line basis when it approximates the interest method. KREF expenses origination fees and direct loan origination costs for loans acquired, but not originated, by KREF as well as loans for which management elected the fair value option, as incurred.
Revenue from Real Estate Owned Operations — Revenue from REO operations is primarily comprised of rental income, including base rent and reimbursements of property operating expenses. For leases that have fixed and measurable base rent escalations, KREF recognizes base rent on a straight-line basis over the non-cancelable lease terms. The difference between such rental income earned and the cash rent amount is recorded as straight-line rent receivable and presented within "Other assets" on the Condensed Consolidated Balance Sheets. Reimbursement of property operating expenses arises from tenant leases which provide for the recovery of certain operating expenses and real estate taxes of the respective property. This revenue is accrued in the same periods as the expenses are incurred. Rental income is presented within “Revenue from real estate owned operations” in the Condensed Consolidated Statements of Income.
Other Income — KREF recognizes interest income earned on its cash balances and miscellaneous fee income in “Other miscellaneous income” on its Condensed Consolidated Statements of Income.
17
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Expense Recognition
Commercial Real Estate Loans, Held-For-Investment — For each loan in KREF's portfolio, management performs an evaluation, at least quarterly, of credit quality indicators of loans classified as held-for-investment using applicable loan, property, market and sponsor information obtained from borrowers, loan servicers and local market participants. Such indicators may include the net present value of the underlying collateral, property operating cash flows, the sponsor’s financial wherewithal and competency in managing the property, macroeconomic trends, and property submarket—specific economic factors. The evaluation of these credit quality indicators requires significant judgment by management to determine whether failure to collect contractual amounts is probable.
If management deems that it is probable that KREF will be unable to collect all amounts owed according to the contractual terms of a loan, deterioration in credit quality of that loan is indicated. Management evaluates all available facts and circumstances that might impact KREF’s ability to collect outstanding loan balances when determining loan write-offs. These facts and circumstances may vary and may include, but are not limited to, (i) the underlying collateral performance and/or value, (ii) communications with the borrower, (iii) compliance with debt covenants, (iv) events of default by the borrower, or (v) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan.
If management considers a loan to be uncollectible, management writes off the loan through a charge to "Allowance for credit losses" based on the present value of expected future cash flows discounted at the loan’s contractual effective rate or the fair value of the collateral, if repayment is expected solely from the collateral. Significant judgment is required in determining collectability and in estimating the resulting credit loss, and actual losses, if any, could materially differ from those estimates.
Loans are placed on nonaccrual status when principal or interest is 90 days or more past due unless the loan is both well secured and in the process of collection, or when repayment of interest and principal is, in management's judgment, in doubt. Interest received on loans placed on nonaccrual status may be accounted for under the cost-recovery method under certain circumstances, whereby interest collected on a loan is a reduction to its amortized cost. Management may return a loan to accrual status when repayment of principal and interest is reasonably assured.
In certain circumstances, KREF may also modify terms of a loan agreement to accommodate a borrower experiencing financial difficulty. Such modifications typically include interest rate reductions, payment extension and modification of loan covenants.
In conjunction with reviewing commercial real estate loans held-for-investment for impairment, KREF evaluates its commercial real estate loans at least once per quarter, assesses the risk factors of each loan, and assigns a risk rating based on a variety of factors, including, without limitation, underlying real estate performance, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or principal loss. Based on a five-point scale, KREF's loans are rated "1" through "5," from less risk to greater risk, which ratings are defined as follows: 1 (Very Low Risk); 2 (Low Risk); 3 (Medium Risk); 4 (High Risk/Potential for Loss); and 5 (Impaired/Loss Likely).
Commercial Real Estate Loans, Held-For-Sale — For commercial real estate loans held-for-sale, KREF applies the lower of cost or fair market value, and may be required, from time to time, to record an impairment.
Accrued Interest Receivables — KREF elected not to measure an allowance for credit losses for accrued interest receivables. KREF generally writes off an accrued interest receivable balance when interest is 90 days or more past due unless the loan is both well secured and in the process of collection. Write-offs of accrued interest receivable are recognized as "Provision for (reversal of) credit losses, net" in the Condensed Consolidated Statements of Income.
Tenant Receivables — KREF periodically reviews its REO tenant receivables for collectability, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area where the property is located. Tenant receivables, including receivables arising from the straight-lining of rents, are written-off directly when management deems that the collectability of substantially all future lease payments from a specified lease is not probable, at which point, KREF will begin recognizing
18
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
revenue on a cash basis, based on actual amounts received (Note 4). Any receivables that are deemed to be uncollectible are recognized as a reduction to “Revenue from real estate owned operations” in the Condensed Consolidated Statements of Income.
Deferred Debt Issuance Costs — KREF capitalizes and amortizes deferred financing costs incurred in connection with financing arrangements over their respective expected term using the interest method, or on a straight line basis when it approximates the interest method. KREF presents such expensed amounts, as well as deferred amounts written off, as additional interest expense in its Condensed Consolidated Statements of Income.
General and Administrative Expenses — KREF expenses general and administrative costs, including legal and audit fees, insurance premiums, and other costs as incurred.
Income Taxes — Certain activities of KREF are conducted through joint ventures that are formed as limited liability companies, taxed as partnerships, and consolidated by KREF. Some of these joint ventures are subject to state and local income taxes, based on the tax jurisdictions in which they operate. In addition, certain activities of KREF are conducted through taxable REIT subsidiaries consolidated by KREF. Taxable REIT subsidiaries are subject to federal, state and local income taxes (Note 17).
As of June 30, 2025 and December 31, 2024, KREF did not have any material deferred tax assets or liabilities arising from future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in accordance with GAAP and their respective tax bases.
KREF recognizes tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in KREF's Condensed Consolidated Statements of Income. As of June 30, 2025, KREF did not have any material uncertain tax positions.
Stock-Based Compensation
Earnings per Share
KREF calculates basic earnings per share ("EPS") using the two-class method, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. The two-class method is an allocation formula that determines earnings per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights. Basic EPS, is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of common stock outstanding for the period.
19
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The guidance is effective for KREF in its 2027 annual reporting. The guidance is applied prospectively and may be applied retrospectively. KREF is evaluating the impact of ASU 2024-03.
20
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 3. Commercial Real Estate Loans
The following table summarizes KREF's investments in commercial real estate loans as of June 30, 2025 and December 31, 2024:
Weighted Average(C) | ||||||||||||||||||||||||||||||||||||||||||||
| Loan Type | Outstanding Principal | Amortized Cost(A) | Carrying Value(B) | Loan Count | Floating Rate Loan % | Coupon(D) | Life (Years)(E) | |||||||||||||||||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||
Loans held-for-investment(F) | ||||||||||||||||||||||||||||||||||||||||||||
| Senior loans | $ | $ | $ | % | % | |||||||||||||||||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
Loans held-for-investment(F) | ||||||||||||||||||||||||||||||||||||||||||||
| Senior loans | $ | $ | $ | % | % | |||||||||||||||||||||||||||||||||||||||
(A) Amortized cost represents the outstanding loan principal, net of applicable unamortized discounts, loan origination fees, cost recovery interest and write-offs on uncollectible loan balances.
(B) Carrying value represents the loan amortized cost, net of applicable allowance for credit losses.
(C) Average weighted by outstanding loan principal.
(D) Weighted average coupon assumes the greater of applicable index rate, or the applicable contractual rate floor. Excludes loans on nonaccrual status.
(E) The weighted average life assumes all extension options are exercised by the borrowers.
(F) Excludes fully written off loans.
Activity — For the six months ended June 30, 2025, the loan portfolio activity was as follows:
| Amortized Cost | Allowance for Credit Losses | Carrying Value | ||||||||||||||||||
Balance at December 31, 2024 | $ | $ | ( | $ | ||||||||||||||||
Originations and future fundings, net(A) | — | |||||||||||||||||||
| Proceeds from loan repayments | ( | — | ( | |||||||||||||||||
| Accretion of loan discount and other amortization, net | — | |||||||||||||||||||
| Payment-in-kind interest | — | |||||||||||||||||||
| (Provision for) Reversal of credit losses | — | ( | ( | |||||||||||||||||
| Write-offs charged | ( | — | ||||||||||||||||||
| Transfer to real estate owned | ( | — | ( | |||||||||||||||||
Balance at June 30, 2025 | $ | $ | ( | $ | ||||||||||||||||
(A) Net of applicable premiums, discounts and deferred loan origination costs. Includes fundings on previously originated loans.
As of June 30, 2025 and December 31, 2024, there were $9.6 million and $7.3 million, respectively, of unamortized origination discounts and deferred fees included in "Commercial real estate loans, held-for-investment, net" on the Condensed Consolidated Balance Sheets.
KREF may enter into loan modifications that include, among other changes, incremental capital contributions or partial repayments from certain borrowers, repurposing of reserves, and a temporary partial deferral of coupon as payment-in-kind interest (“PIK Interest”), which is capitalized, compounded, and added to the outstanding principal balance of the respective loans.
In June 2024, KREF modified a risk-rated 5 mezzanine office loan located in Boston, MA, with an outstanding principal balance of $37.5 million. The terms of the modification included, among others, a restructure of the mezzanine loan into (i) a $12.5 million senior mezzanine note and (ii) a $25.0 million junior mezzanine note which is subordinate to a new $10.0 million sponsor interest. The senior and junior mezzanine notes earn a PIK interest rate of S+7.0 % and have a maximum maturity of February 2028. Both mezzanine notes were deemed uncollectible and written off in June 2024.
In December 2024, KREF modified a risk-rated 5 senior life science loan located in San Carlos, CA, with an outstanding principal balance of $103.2 million. The terms of the modification included a $13.1 million principal repayment, and a restructure of the $90.1 million senior loan (after the $13.1 million repayment) into (i) a $89.1 million committed senior mortgage loan (with $34.9 million in unfunded commitment), and (ii) a $35.9 million subordinated note which is subordinate to
21
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
a new $20.0 million sponsor interest. The restructured senior loan earns a coupon rate of S+1.00 % and has a new term of three years . The $35.9 million subordinated note was deemed uncollectible and written off in December 2024. The loan modification was accounted for as a new loan for GAAP purposes. The restructured senior loan with an outstanding principal balance of $58.6 million was risk-rated 3 as of June 30, 2025.
Loan Risk Ratings — KREF evaluates its commercial real estate loan portfolio at least once per quarter and assesses the risk factors of each loan and assigns a risk rating based on a variety of factors. Loans are rated “1” (Very Low Risk) through “5” (Impaired/Loss Likely), which ratings are defined in Note 2.
The following tables summarize the carrying value of the loan portfolio based on KREF's internal risk ratings:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating | Number of Loans(A) | Carrying Value | Outstanding Principal | Outstanding Principal % | Number of Loans(A) | Carrying Value | Outstanding Principal | Outstanding Principal % | ||||||||||||||||||||||||||||||||||||||||||
| 1 | $ | $ | % | $ | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total loan receivable | $ | $ | % | $ | $ | % | ||||||||||||||||||||||||||||||||||||||||||||
| Allowance for credit losses | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Loan receivable, net | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
* Numbers presented may not foot due to rounding.
(A) Excludes fully written off loans.
As of June 30, 2025, the average risk rating of KREF's portfolio was 3.1
Loan Vintage — The following tables present the amortized cost of the loan portfolio by KREF's internal risk rating and year of origination. The risk ratings are updated as of June 30, 2025 and December 31, 2024 in the corresponding table.
June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating | Number of Loans(B) | Outstanding Principal(B) | Amortized Cost by Year of Origination(A) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Year-to-date gross write-offs charged | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
22
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating | Number of Loans(B) | Outstanding Principal(B) | Amortized Cost by Year of Origination(A) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Commercial Real Estate Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1 | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Year-to-date gross write-offs charged | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Year-to-date gross write-offs recovered | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
(A) Represents the date a loan was originated or acquired. Origination dates are subsequently updated to reflect material loan modifications.
(B) Excludes fully written off loans.
Allowance for Credit Losses — The following tables present the changes to the allowance for credit losses for the six months ended June 30, 2025 and 2024, respectively:
| Commercial Real Estate Loans | Unfunded Loan Commitments | Total | ||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | |||||||||||||||||
| Provision for (reversal of) credit losses, net | ( | |||||||||||||||||||
| Write-offs charged | ( | ( | ||||||||||||||||||
Balance at June 30, 2025 | $ | $ | $ | |||||||||||||||||
| Commercial Real Estate Loans | Unfunded Loan Commitments | Total | ||||||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | |||||||||||||||||
| Provision for (reversal of) credit losses, net | ||||||||||||||||||||
| Write-offs charged | ( | ( | ||||||||||||||||||
| Write-off recovered | ||||||||||||||||||||
Balance at June 30, 2024 | $ | $ | $ | |||||||||||||||||
As of June 30, 2025, the allowance for credit losses was $173.9 million. The CECL provision of $74.7 million for the six months ended June 30, 2025 was due primarily to additional reserves for risk-rated 5 loans in the life science, office and multifamily sectors.
KREF had a risk-rated 5 senior office loan located in Minneapolis, MN, originated in November 2017. The property is located in a challenged leasing market. As of June 30, 2025, the loan had an outstanding principal balance of $194.4 million, an unfunded commitment of $5.0 million and an amortized cost of $190.1 million. In June 2025, the loan’s maximum maturity was extended to July 2026. Since June 2023, the loan has been on nonaccrual status. During the three and six months ended June 30, 2025, KREF recognized $2.0 million and $4.0 million, respectively, of interest income on this loan.
KREF had a risk-rated 5 senior multifamily loan located in Raleigh, NC, originated in April 2022. As of June 30, 2025, the loan had an outstanding principal balance and amortized cost of $85.5 million with an unfunded commitment of $6.2 million. The loan's maximum maturity is May 2027, assuming all extension options are exercised. In March 2025, this loan was placed on nonaccrual status. During the three and six months ended June 30, 2025, KREF recognized $1.3 million and $2.5 million, respectively, of interest income on this loan.
KREF had a risk-rated 5 senior life science loan located in Boston, MA, originated in April 2021. As of June 30, 2025, the loan had an outstanding principal balance and amortized cost of $163.2 million with an unfunded commitment of $2.9 million. The loan's maximum maturity is May 2026, assuming all extension options are exercised. In June 2025, this loan was placed on nonaccrual status. During the three and six months ended June 30, 2025, KREF recognized $2.7 million and $6.0 million, respectively, of interest income on this loan.
23
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
The 5-rated loans were determined to be collateral dependent as of June 30, 2025. KREF estimated expected losses based on the loan’s collateral fair value, which was determined by applying a capitalization rate between 5.1 % and 10.3 % and a discount rate between 9.1 % and 11.0 %.
As of June 30, 2024, the allowance for credit losses was $114.5 million. The CECL provision of $37.8 million for the six months ended June 30, 2024 was primarily due to additional reserves on a risk-rated 5 senior loan in the office sector, as well as macroeconomic conditions.
Concentration of Credit Risk — The following tables present the geographies and property types of collateral underlying KREF's commercial real estate loans as a percentage of the loans' principal amounts:
| June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||
Geography(A) | Collateral Property Type(A) | |||||||||||||||||||||||||||||||
| California | % | % | Multifamily | % | % | |||||||||||||||||||||||||||
| Texas | Office | |||||||||||||||||||||||||||||||
| Florida | Industrial | |||||||||||||||||||||||||||||||
| Massachusetts | Life Science | |||||||||||||||||||||||||||||||
| Virginia | Hospitality | |||||||||||||||||||||||||||||||
| North Carolina | Student Housing | |||||||||||||||||||||||||||||||
| Washington D.C. | Mixed Use | |||||||||||||||||||||||||||||||
| Pennsylvania | Self-Storage | |||||||||||||||||||||||||||||||
| New York | Total | % | % | |||||||||||||||||||||||||||||
| Washington | ||||||||||||||||||||||||||||||||
| Minnesota | ||||||||||||||||||||||||||||||||
| Nevada | ||||||||||||||||||||||||||||||||
| Arizona | ||||||||||||||||||||||||||||||||
| Illinois | ||||||||||||||||||||||||||||||||
| Tennessee | ||||||||||||||||||||||||||||||||
| Georgia | ||||||||||||||||||||||||||||||||
| Colorado | ||||||||||||||||||||||||||||||||
| Alabama | ||||||||||||||||||||||||||||||||
| Other U.S. | ||||||||||||||||||||||||||||||||
| Total | % | % | ||||||||||||||||||||||||||||||
(A) Excludes fully written off loans
24
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 4. Real Estate Owned
Real Estate Owned, Held For Investment
Portland, OR Retail / Redevelopment — In December 2021, KREF took title to a Portland retail property and accounted for the property on a consolidated basis (Note 10). The transaction was accounted for as an asset acquisition under ASC 805. Accordingly, KREF recorded the property and its net assets on the Condensed Consolidated Balance Sheets based on the estimated fair value of acquired assets and assumed liabilities. KREF contributed a portion of the REO asset to a joint venture (the "REO JV") with a third party local developer (“JV Partner”), whereby KREF had a 90 % interest and the JV Partner had a 10 % interest. The JV Partner's interest in the property was presented within "Noncontrolling interests in equity of consolidated joint ventures" on the Condensed Consolidated Balance Sheets.
In June 2025, KREF sold a portion of the property for $6.0 million and recognized a realized gain of $0.7 million after closing costs.
Mountain View, CA Office — In June 2024, KREF and a KKR affiliate took title to a Mountain View office property through a deed-in-lieu of foreclosure ("DIL") and KREF accounted for the property on a consolidated basis (Note 10). KREF and the KKR affiliate's interest in the property was 68.9 % and 31.1 %, respectively. The transaction was accounted for as an asset acquisition under ASC 805. Accordingly, KREF recorded the property and its net assets on the Condensed Consolidated Balance Sheets based on the estimated fair value of acquired assets and assumed liabilities. The KKR affiliate's interest in the property was presented within "Noncontrolling interests in equity of consolidated joint ventures" on the Condensed Consolidated Balance Sheets.
Real Estate Owned, Held For Sale
Philadelphia, PA Office — In December 2023, KREF took title to a Philadelphia office portfolio through a DIL. The transaction was accounted for as an asset acquisition under ASC 805. Accordingly, KREF recorded the portfolio and its net assets on the Condensed Consolidated Balance Sheets based on the estimated fair value of acquired assets and assumed liabilities.
In June 2024, KREF sold a portion of the portfolio and provided financing to the buyer through a senior loan. The senior loan had an outstanding principal balance of $24.4 million ($77.7 million total commitment) as of June 30, 2025 and earned a coupon rate of S+4.0 %, with a maximum maturity of July 2029, assuming all extension options are exercised. The senior loan is presented within “Commercial real estate loans, held-for-investment, net” on the Condensed Consolidated Balance Sheets.
In May 2025, KREF sold a portion of the portfolio for $25.3 million and recognized a realized gain of $0.5 million after closing costs. As of June 30, 2025, there was one office property remaining.
West Hollywood, CA Condo — In April 2025, KREF took title to a West Hollywood multifamily property through an assignment-in-lieu of foreclosure. The transaction was accounted for as an asset acquisition under ASC 805. Accordingly, KREF recorded the property and its net assets on the Condensed Consolidated Balance Sheets based on the estimated fair value of acquired assets and assumed liabilities. As a result, KREF recognized a $20.4 million loan write-off for the difference between the loan amortized cost of $112.5 million and the fair value of the REO’s net assets of $92.9 million, less closing costs.
As of June 30, 2025, the Philadelphia, PA Office and West Hollywood, CA Condo properties met the criteria to be classified as held for sale under ASC 360. As such, depreciation and amortization on the properties and related lease intangibles were suspended.
Leases — KREF assumed certain legacy lease arrangements upon the acquisition of the REO assets and entered into lease arrangements during the hold period. These arrangements entitle KREF to receive contractual rent payments during the lease periods and tenant reimbursements for certain property operating expenses, including common area costs, insurance, utilities and real estate taxes. KREF elects the practical expedient to not separate the lease and non-lease components of the rent payments and accounts for these lease arrangements as operating leases.
25
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
The following table presents the REO assets and liabilities included on KREF's Condensed Consolidated Balance Sheets:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Real estate owned, held for investment | ||||||||||||||
| Assets | ||||||||||||||
| Real estate owned - land | $ | $ | ||||||||||||
| Real estate owned - land improvements | ||||||||||||||
| Real estate owned - buildings | ||||||||||||||
| Real estate owned - building improvements | ||||||||||||||
| Real estate owned | ||||||||||||||
| Less: Accumulated depreciation | ( | ( | ||||||||||||
| Real estate owned, net | ||||||||||||||
Cash(A) | ||||||||||||||
In-place lease intangibles(B) | ||||||||||||||
Tenant receivables(B) | ||||||||||||||
Other assets(B) | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
Unfavorable lease intangibles(C) | $ | $ | ||||||||||||
Other liabilities(C) | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Real estate owned, held for sale | ||||||||||||||
| Assets | ||||||||||||||
| Real estate owned, held for sale | $ | $ | ||||||||||||
| In-place lease intangibles | ||||||||||||||
Favorable lease intangibles | ||||||||||||||
| Tenant receivables | ||||||||||||||
| Other assets | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Unfavorable lease intangibles | $ | $ | ||||||||||||
Other liabilities | ||||||||||||||
| Total | $ | $ | ||||||||||||
(A) Included in “Cash and cash equivalents” on the Condensed Consolidated Balance Sheets.
(B) Included in “Other assets” on the Condensed Consolidated Balance Sheets.
(C) Included in “Other liabilities” on the Condensed Consolidated Balance Sheets.
The following table presents the REO operations and related income (loss) included in KREF’s Condensed Consolidated Statements of Income:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
Other operating income(A) | ||||||||||||||||||||||||||
| Revenue from REO operations | ||||||||||||||||||||||||||
| Operating expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Depreciation expense | ( | ( | ||||||||||||||||||||||||
| Expenses from REO operations | ( | ( | ( | ( | ||||||||||||||||||||||
Total | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
(A) Includes ($19 ) thousand and ($6 ) thousand of "Other miscellaneous income" on the Condensed Consolidated Statement of Income during the three and six months ended June 30, 2024.
26
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
The following table presents the amortization of REO, held for investment lease intangibles included on KREF’s Condensed Consolidated Statements of Income:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| Income Statement Location | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Asset | ||||||||||||||||||||||||||||||||
| In-place lease intangibles | Expenses from real estate owned operations | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Liability | ||||||||||||||||||||||||||||||||
Unfavorable lease intangibles | Revenue from real estate owned operations | |||||||||||||||||||||||||||||||
The following table presents the amortization of lease intangibles related to REO, held for investment for each of the succeeding fiscal years:
| Year | In-place Lease Intangible Assets | Unfavorable Lease Intangible Liabilities | ||||||||||||
| 2025 | ||||||||||||||
| 2026 | ||||||||||||||
Future Minimum Lease Payments — The following table presents the future minimum lease payments to be collected under non-cancelable operating leases, excluding tenant reimbursements of expenses:
| Year | Contractual Lease Payments | |||||||
| 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
27
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 5. Debt Obligations
The following table summarizes KREF's secured financing arrangements in place as of June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Facility | Collateral | Facility | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Current Maturity | Final Stated Maturity(A) | Maximum Facility Size | Outstanding Principal | Carrying Value(B) | Weighted Average Funding Cost(C) | Outstanding Principal | Carrying Value | Carrying Value(B) | ||||||||||||||||||||||||||||||||||||||||||||||||
Master Repurchase Agreements(D) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Wells Fargo | Sep 2027 | Sep 2029 | $ | $ | $ | % | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||
| Morgan Stanley | Mar 2026 | Mar 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Goldman Sachs | Dec 2025 | Dec 2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Term Loan Facility | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
KREF Lending VII(E) | Match-term | Match-term | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Term Lending Agreements | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| KREF Lending IX | Match-term | Match-term | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| KREF Lending XII | Match-term | Match-term | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| KREF Lending XV | Match-term | Match-term | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BMO Facility | Match-term | Match-term | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| KREF Lending XVI | Match-term | Match-term | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| KREF Lending V | Aug 2025 | Jun 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warehouse Facility | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| HSBC Facility | Mar 2026 | Mar 2026 | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Asset Specific Financing | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| KREF Lending XIII | Oct 2026 | Oct 2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| KREF Lending XIV | Oct 2026 | Oct 2027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| KREF Lending XI | Sep 2025 | Sep 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revolving Credit Agreement | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revolver(F) | Mar 2030 | Mar 2030 | n.a. | n.a. | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total / Weighted Average | $ | $ | $ | % | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||
(A) Final Stated Maturity is determined based on the maximum maturity of the underlying financing agreements or corresponding loans, assuming all extension options in KREF's discretion are exercised. The weighted average life of the match-term facilities was 1.0 and 2.3 years, based on the current and final stated maturities, respectively, of the average weighted outstanding principal of collateral loans as of June 30, 2025.
(B) Net of $6.7 million and $6.2 million unamortized deferred financing costs as of June 30, 2025 and December 31, 2024, respectively.
(C) Including deferred financing costs and applicable index in effect as of June 30, 2025. Average weighted by the outstanding principal of the facility.
(D) As of June 30, 2025 and December 31, 2024, the percentage of the outstanding principal of the collateral sold and not borrowed under these repurchase agreements, or average "haircut" weighted by outstanding principal of collateral, was 33.0 % and 34.9 %, respectively (or 31.4 % and 32.1 %, respectively, if KREF had borrowed the maximum amount approved by its repurchase agreement counterparties as of such dates).
(E) The term loan facility provides asset-based financing on a non-mark-to-market basis with match-term up to five years , with an additional two-year extension available to KREF.
(F) In March 2025, borrowing capacity under the Revolver increased from $610.0 million to $660.0 million. As of June 30, 2025, the revolver carrying value excluded $6.2 million unamortized debt issuance costs presented within "Other assets" on KREF's Condensed Consolidated Balance Sheets.
As of June 30, 2025 and December 31, 2024, KREF had outstanding master repurchase agreements, term lending agreements and warehouse facility where the amount at risk with any individual counterparty, or group of related counterparties, exceeded 10.0% of KREF’s stockholders' equity. The amount at risk under these arrangements is the net counterparty exposure, defined as the excess of the carrying amount (or market value, if higher than the carrying amount, for repurchase agreements) of the assets sold under agreement to repurchase, including accrued interest receivable plus any cash or other assets on deposit to secure the repurchase obligation, over the amount of the repurchase liability, adjusted for accrued interest payable.
28
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
The following table summarizes certain characteristics of KREF's repurchase agreements where the amount at risk with any individual counterparty, or group of related counterparties, exceeded 10.0% of KREF’s stockholders' equity as of June 30, 2025 and December 31, 2024:
| Outstanding Principal | Net Counterparty Exposure | Percent of Stockholders' Equity | Weighted Average Life (Years)(A) | |||||||||||||||||||||||
| June 30, 2025 | ||||||||||||||||||||||||||
| Morgan Stanley | $ | $ | % | |||||||||||||||||||||||
| Wells Fargo | ||||||||||||||||||||||||||
| Total / Weighted Average | $ | $ | % | |||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||
| Morgan Stanley | $ | $ | % | |||||||||||||||||||||||
| Wells Fargo | ||||||||||||||||||||||||||
| Total / Weighted Average | $ | $ | % | |||||||||||||||||||||||
(A) Average weighted by the outstanding principal of borrowings under the secured financing agreement.
Debt obligations included in the tables above are obligations of KREF’s consolidated subsidiaries, which own the related collateral, and such collateral is generally not available to other creditors of KREF.
While KREF is generally not required to post margin under certain repurchase agreement terms for changes in general capital market conditions such as changes in credit spreads or interest rates, KREF may be required to post margin for changes in conditions to specific loans that serve as collateral for those repurchase agreements. Such changes may include declines in the appraised value of property that secures a loan or a negative change in the borrower's ability or willingness to repay a loan. To the extent that KREF is required to post margin, KREF's liquidity could be significantly impacted. Both KREF and its lenders work cooperatively to monitor the performance of the properties and operations related to KREF's loan investments to mitigate investment-specific credit risks. Additionally, KREF incorporates terms in the loans it originates to further mitigate risks related to loan nonperformance.
Activity — For the six months ended June 30, 2025, the activity related to the carrying value of KREF’s secured financing agreements were as follows:
| Secured Financing Agreements, Net | ||||||||
| Balance as of December 31, 2024 | $ | |||||||
| Principal borrowings | ||||||||
| Principal repayments | ( | |||||||
| Deferred debt issuance costs | ( | |||||||
| Amortization of deferred debt issuance costs | ||||||||
| Balance as of June 30, 2025 | $ | |||||||
Maturities — KREF’s secured financing arrangements in place as of June 30, 2025 had contractual maturities as follows:
| Year | Nonrecourse(A) | Recourse(A)(B) | Total | |||||||||||||||||
| 2025 | $ | $ | $ | |||||||||||||||||
| 2026 | ||||||||||||||||||||
| 2027 | ||||||||||||||||||||
| 2028 | ||||||||||||||||||||
| 2029 | ||||||||||||||||||||
| 2030 | ||||||||||||||||||||
| $ | $ | $ | ||||||||||||||||||
(A) Represents the earlier of (i) the maximum maturity of the underlying loans pledged as collateral or (ii) the maximum maturity of the respective financing agreements.
(B) Except for the Revolver, which is full recourse, amounts borrowed are subject to a maximum 25.0 % recourse limit. The Revolver matures in March 2030.
29
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Covenants — KREF is required to comply with customary loan covenants and event of default provisions related to its secured financing agreements and Revolver, including, but not limited to, negative covenants relating to restrictions on operations with respect to KREF’s status as a REIT, and financial covenants. Such financial covenants include a trailing four quarter interest income to interest expense ratio covenant (1.3 to 1.0 beginning September 30, 2024 through June 30, 2026, then 1.4 to 1.0 thereafter); a consolidated tangible net worth covenant (75.0 % of the aggregate cash proceeds of any equity issuances made and any capital contributions received by KREF and certain subsidiaries, or up to approximately $1.3 billion depending upon the facility); a total indebtedness covenant (83.3 % of KREF's Total Assets, as defined in the applicable financing agreements) and a cash liquidity covenant (the greater of (i) $10.0 million or (ii) 5.0 % of KREF's recourse indebtedness; from September 30, 2024 and through June 30, 2026 the Revolver has a minimum cash liquidity covenant of $75.0 million).
As of June 30, 2025 and December 31, 2024, KREF was in compliance with its financial debt covenants.
30
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 6. Collateralized Loan Obligations
In August 2021, KREF financed a pool of loan participations from its existing loan portfolio through a managed CLO ("KREF 2021-FL2"). In February 2022, KREF financed a pool of loan participations from its existing multifamily loan portfolio through a managed CLO ("KREF 2022-FL3"). The CLOs provide KREF with match-term financing on a non-mark-to-market and non-recourse basis.
The following tables outline CLO collateral assets and respective borrowing as of June 30, 2025 and December 31, 2024:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Facility | Collateral | Facility | ||||||||||||||||||||||||||||||||||||||||||||||||
Wtd. Avg. Term(A) | Maximum Facility Size | Outstanding Principal | Carrying Value | Wtd. Avg. Funding Cost(B) | Outstanding Principal | Carrying Value | Carrying Value | |||||||||||||||||||||||||||||||||||||||||||
| KREF 2021-FL2 | February 2039 | $ | $ | $ | % | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||
| KREF 2022-FL3 | February 2039 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | % | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
(A) The term of the CLO notes represents the rated final distribution date. Repayments of CLO notes are dependent on timing of underlying collateral loan asset repayments post reinvestment period.
(B) Including deferred financing costs and applicable index in effect as of June 30, 2025. Average weighted by the outstanding principal of the facility.
The following table presents the CLO assets and liabilities included in KREF’s Condensed Consolidated Balance Sheets:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Commercial real estate loans, held-for-investment | $ | $ | ||||||||||||
| Less: Allowance for credit losses | ( | ( | ||||||||||||
| Commercial real estate loans, held-for-investment, net | ||||||||||||||
| Accrued interest receivable | ||||||||||||||
| Other assets | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Collateralized loan obligations | $ | $ | ||||||||||||
| Deferred financing costs | ( | ( | ||||||||||||
| Collateralized loan obligations, net | ||||||||||||||
| Accrued interest payable | ||||||||||||||
| Total | $ | $ | ||||||||||||
The following table presents the components of net interest income of CLOs included in KREF’s Condensed Consolidated Statements of Income:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| Interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
Interest expense | ||||||||||||||||||||||||||||||||||||||
| Net interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
31
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 7. Secured Term Loan, Net
In March 2025, KREF refinanced the existing secured term loan of $339.5 million with a new $550.0 million secured term loan due March 2032. The transaction was accounted for as a partial debt extinguishment under GAAP. The secured term loan is partially amortizing, with an amount equal to 1.0 % per annum of the principal balance due in quarterly installments starting June 30, 2025. The secured term loan contains restrictions relating to liens, asset sales, indebtedness, investments and transactions with affiliates, and is secured by KREF level guarantees and does not include asset-based collateral.
Upon the completion of the secured term loan transaction, KREF recorded a $0.7 million issuance discount and $8.4 million in issuance costs. The loan issuance discount and issuance costs were capitalized and amortized into interest expense over the term of the secured term loan. Inclusive of the discount and issuance cost amortization, KREF’s total cost of the secured term loan was S+3.6 %, subject to the applicable SOFR floor, as of June 30, 2025.
The following table summarizes KREF’s secured term loan as of June 30, 2025 and December 31, 2024, respectively:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Principal | $ | $ | ||||||||||||
| Deferred financing costs | ( | ( | ||||||||||||
| Unamortized discount | ( | ( | ||||||||||||
| Carrying value | $ | $ | ||||||||||||
Covenants — KREF is required to comply with customary loan covenants and event of default provisions related to its secured term loan that include, but are not limited to, negative covenants relating to restrictions on operations with respect to KREF’s status as a REIT, and financial covenants. Such financial covenants include a minimum consolidated tangible net worth of $650.0 million and a maximum Total Debt to Total Assets Ratio, as defined in the secured term loan agreements, of 83.3 %. KREF was in compliance with such covenants as of June 30, 2025 and December 31, 2024.
32
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 8. Variable Interest Entity Assets and Liabilities, CMBS Trust, at Fair Value
As of June 30, 2025, KREF owned CMBS B-Pieces with an outstanding principal balance of $19.5 million and an estimated fair value of $9.0 million.
KREF has consolidated the CMBS trust from June 18, 2025 (the date of acquisition) through June 30, 2025 after determining that the trust was a VIE and that KREF was the primary beneficiary of such VIE. KREF irrevocably elected the fair value option for the consolidated CMBS trust, and therefore, (i) reported the assets and liabilities of the trust at fair value on the Condensed Consolidated Balance Sheets, (ii) recognized changes in the trust's net assets, including fair value adjustments, in the Condensed Consolidated Statements of Income, and (iii) presented cash interest received by the trust, net of cash interest paid on CMBS not held by KREF, as operating cash flows in the Condensed Consolidated Statements of Cash Flow.
The following table presents the assets and liabilities of the consolidated CMBS trust:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Commercial real estate loans, at fair value | $ | $ | ||||||||||||
| Accrued interest receivable | ||||||||||||||
| Variable interest entity assets, CMBS trust, at fair value | $ | $ | ||||||||||||
| Liabilities | ||||||||||||||
| Commercial mortgage-backed securities, at fair value | $ | $ | ||||||||||||
| Accrued interest payable | ||||||||||||||
| Variable interest entity liabilities, CMBS trust, at fair value | $ | $ | ||||||||||||
The following table presents the change in net assets of the consolidated CMBS trust:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||||||
| Net interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Change in net assets of consolidated variable interest entity, CMBS trust | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
See Note 16 for additional information regarding the valuation of financial assets and liabilities of KREF's consolidated CMBS trust.
Concentration of Credit Risk — The following tables present the geographies and property types of collateral underlying the consolidated CMBS trust, as a percentage of the collateral outstanding principal amounts:
| June 30, 2025 | December 31, 2024 | June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||
| Geography | Collateral Property Type | |||||||||||||||||||||||||||||||
| New York | % | % | Office | % | % | |||||||||||||||||||||||||||
| California | Retail | |||||||||||||||||||||||||||||||
| Oregon | Co-op | |||||||||||||||||||||||||||||||
| Maryland | Mixed Use | |||||||||||||||||||||||||||||||
| Arizona | Multifamily | |||||||||||||||||||||||||||||||
| North Carolina | Self-Storage | |||||||||||||||||||||||||||||||
| Florida | Total | % | % | |||||||||||||||||||||||||||||
| Tennessee | ||||||||||||||||||||||||||||||||
| Alabama | ||||||||||||||||||||||||||||||||
| Georgia | ||||||||||||||||||||||||||||||||
| Ohio | ||||||||||||||||||||||||||||||||
| Other U.S. | ||||||||||||||||||||||||||||||||
| Total | % | % | ||||||||||||||||||||||||||||||
33
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 9. Other Assets and Liabilities
The following tables present the components of KREF's other assets and other liabilities as of June 30, 2025 and December 31, 2024, respectively:
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Other assets | ||||||||||||||
| Restricted cash | $ | $ | ||||||||||||
| Deferred financing cost, Revolver | ||||||||||||||
| Loan principal repayments held by a servicer | ||||||||||||||
| Assets related to real estate owned, held for investment | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Other liabilities | ||||||||||||||
| Liabilities related to real estate owned, held for investment | $ | $ | ||||||||||||
| Allowance for credit losses on unfunded commitments | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
34
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 10. Consolidation and Equity Method Investments
Consolidated Variable Interest Entity, CMBS Trust
KREF consolidates CMBS trusts when it determines that such trusts are VIEs and that KREF is the primary beneficiary of such VIEs (Note 8). Management considers KREF to be the primary beneficiary of such CMBS trusts as KREF has the ability to control the most significant activities of the trusts, the obligation to absorb losses, and the right to receive benefits of the trusts through the CMBS B-Pieces.
Consolidated Variable Interest Entity, CLOs
KREF consolidates CLOs when it determines that CLO issuers, wholly-owned subsidiaries of KREF, are VIEs and that KREF is the primary beneficiary of such VIEs (Note 6). Management considers KREF to be the primary beneficiary of the CLO issuers as KREF has the ability to control the most significant activities of the CLO issuers, the obligation to absorb losses, and the right to receive benefits of the CLOs through the subordinate interests the CLO issuers own.
Consolidated Real Estate Owned Joint Ventures
Portland, OR Retail / Redevelopment — In December 2021, KREF took title to a Portland retail property and contributed a portion of the REO asset to a REO JV with a JV Partner, where KREF had a 90 % interest and the JV Partner had a 10 % interest. Management determined the REO JV to be a VIE as the REO JV has insufficient equity-at-risk and concluded that KREF is the primary beneficiary of the REO JV as KREF holds decision-making power over the activities that most significantly impact the economic performance and has the obligation to absorb losses, or the right to receive benefits, that could be potentially significant to the REO JV. As of June 30, 2025, KREF had a priority of distributions up to $77.7 million before the JV Partner can participate in the economics of the REO JV.
Mountain View, CA Office — In June 2024, KREF and a KKR affiliate took title to a Mountain View office property. The property was held in a joint venture where KREF and the KKR affiliate held a 68.9 % and 31.1 % interest, respectively, and shared decision-making. Management determined the joint venture to be a VIE as the joint venture was established with non-substantive voting rights and concluded that KREF is the primary beneficiary of the joint venture as KREF holds decision-making power over the activities that most significantly impact the economic performance and has the obligation to absorb losses, or the right to receive benefits, that could be potentially significant to the joint venture.
Equity Method Investment, Real Estate Asset
Seattle, WA Life Science — In June 2024, KREF and a KKR affiliate, took title to a Seattle life science property through a deed-in-lieu of foreclosure under a Tenant-in-Common ("TIC") agreement. Under the TIC agreement, KREF and the KKR affiliate held an economic interest of 74.6 % and 25.4 %, respectively, and shared decision-making. Under ASC 970-810, KREF accounted for the TIC agreement as an undivided interest in the property and recorded an equity method investment based on KREF’s share of the estimated fair value of the property’s net assets.
Equity Method Investment, CMBS B-Pieces
As of June 30, 2025, KREF held a 3.5 % interest in RECOP I, an unconsolidated VIE of which KREF is not the primary beneficiary. The aggregator vehicle in which KREF invests is controlled and advised by affiliates of the Manager. RECOP I primarily acquired junior tranches of CMBS newly issued by third parties. KREF will not pay any fees to RECOP I, but KREF bears its pro rata share of RECOP I's expenses. KREF reported its share of the net asset value of RECOP I in its Condensed Consolidated Balance Sheets, presented as “Equity method investment, CMBS B-Pieces” and its share of net income, presented as “Income (loss) from equity method investment” in the Condensed Consolidated Statements of Income.
35
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 11. Equity
Authorized Capital — On October 2, 2014, KREF's board of directors authorized KREF to issue up to 350,000,000 shares of stock, at $0.01 par value per share, consisting of 300,000,000 shares of common stock and 50,000,000 shares of preferred stock, subject to certain restrictions on transfer and ownership of shares. Restrictions placed on the transfer and ownership of shares relate to KREF's REIT qualification requirements.
Common Stock — As of June 30, 2025, there were 65,676,132 1,237,074 net shares of common stock issued in connection with vested restricted stock units.
Share Repurchase Program — Under KREF's current share repurchase program, which has no expiration date, KREF may repurchase up to an aggregate of $100.0 million of its common stock effective as of February 3, 2023, of which up to $50.0 million may be repurchased under a pre-set trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act, and provide for repurchases of common stock when the market price per share is below book value per share (calculated in accordance with GAAP as of the end of the most recent quarterly period for which financial statements are available), and the remaining $50.0 million may be used for repurchases in the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any common stock repurchases will be determined by KREF in its discretion and will depend on a variety of factors, including legal requirements, price, liquidity and economic considerations, and market conditions. The program does not require KREF to repurchase any specific number of shares of common stock. The program does not have an expiration date and may be suspended, modified or discontinued at any time.
During the six months ended June 30, 2025, KREF repurchased and retired 3,060,004 shares of its common stock under the repurchase program at an average price per share of $9.74 for a total of $29.8 million. As of June 30, 2025, KREF had $60.2 million of remaining capacity to repurchase shares under the program.
At the Market Stock Offering Program — In February 2019, KREF entered into an equity distribution agreement with certain sales agents, pursuant to which KREF may sell, from time to time, up to an aggregate sales price of $100.0 million of its common stock pursuant to a continuous offering program (the “ATM”). Sales of KREF’s common stock made pursuant to the ATM may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The timing and amount of actual sales will depend on a variety of factors including market conditions, the trading price of KREF’s common stock, KREF’s capital needs, and KREF’s determination of the appropriate sources of funding to meet such needs.
During the six months ended June 30, 2025, KREF did not issue or sell any shares of common stock under the ATM. As of June 30, 2025, $93.2 million remained available for issuance under the ATM.
Noncontrolling Interests — Noncontrolling interests represent an interest held by investors other than KREF in consolidated joint ventures that hold KREF’s real estate asset investments. KREF and the noncontrolling interest holders typically contribute to the joint ventures' ongoing operating shortfalls and capital expenditures on a pari passu basis. Distributions from the joint ventures are allocated between KREF and the noncontrolling interest holders based on contractual terms and waterfalls as outlined in the joint venture agreements.
36
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Dividends — During the six months ended June 30, 2025 and 2024, KREF's board of directors declared the following dividends on shares of its common stock:
| Amount | ||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date | Per Share | Total | ||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| March 14, 2025 | March 31, 2025 | April 15, 2025 | $ | $ | ||||||||||||||||||||||
| June 10, 2025 | June 30, 2025 | July 15, 2025 | ||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| February 1, 2024 | March 28, 2024 | April 15, 2024 | $ | $ | ||||||||||||||||||||||
| June 13, 2024 | June 28, 2024 | July 15, 2024 | ||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||
During the six months ended June 30, 2025 and 2024, KREF's board of directors declared the following dividends on shares of its Series A Preferred Stock:
| Amount | ||||||||||||||||||||||||||
| Declaration Date | Record Date | Payment Date | Per Share | Total | ||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||
| January 31, 2025 | February 28, 2025 | March 14, 2025 | $ | $ | ||||||||||||||||||||||
| April 21, 2025 | May 30, 2025 | June 13, 2025 | ||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||
| 2024 | ||||||||||||||||||||||||||
| February 1, 2024 | February 29, 2024 | March 15, 2024 | $ | $ | ||||||||||||||||||||||
| April 19, 2024 | May 31, 2024 | June 14, 2024 | ||||||||||||||||||||||||
| $ | ||||||||||||||||||||||||||
37
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 12. Stock-based Compensation
KREF is externally managed by the Manager and does not currently have any employees. However, as of June 30, 2025, certain individuals employed by the Manager and affiliates of the Manager and certain members of KREF's board of directors were compensated, in part, through the issuance of stock-based awards.
The KKR Real Estate Finance Trust Inc. 2025 Omnibus Incentive Plan was adopted on April 25, 2025 (the "Incentive Plan") and replaced the Amended and Restated KKR Real Estate Finance Trust Inc. 2016 Omnibus Incentive Plan (the "Prior Plan"). Outstanding awards previously granted under the Prior Plan as of the date of approval by our shareholders of the Incentive Plan remain outstanding pursuant to the terms of the Prior Plan. However, following the approval of the Incentive Plan, no new awards will be made under the Prior Plan.
Under the Incentive Plan, a total of 2,750,000 shares of common stock, will be available for awards to certain members of KREF’s board of directors and employees of the Manager or its affiliates, none of whom are KREF employees. No awards may be granted under the Incentive Plan on or after April 25, 2035. The Incentive Plan will continue to apply to awards granted prior to such date. During the six months ended June 30, 2025 and 2024, 61,935 and 56,350 restricted stock unit (“RSU”) awards were granted to KREF's directors and employees of the Manager or its affiliates under the Prior Plan.
RSUs awarded to employees of the Manager or its affiliates, generally vest over three consecutive one-year periods and awards to certain members of KREF's board of directors generally vest over a one-year period, pursuant to the terms of the respective award agreements and the terms of the Incentive Plan. All outstanding RSU awards were entitled to nonforfeitable dividends during the vesting periods, at the same rate as those declared on the common stock. As of June 30, 2025, 2,750,000 shares of common stock remained available for awards under the Incentive Plan.
The following table summarizes the activity in KREF’s outstanding RSUs and the weighted-average grant date fair value per RSU:
| Restricted Stock Units | Weighted Average Grant Date Fair Value Per RSU(A) | |||||||||||||
Unvested as of December 31, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
| Forfeited / cancelled | ( | |||||||||||||
Unvested as of June 30, 2025 | $ | |||||||||||||
(A) The grant-date fair value is based upon the closing price of KREF’s common stock at the date of grant.
KREF expects the unvested RSUs outstanding to vest during the following years:
| Year | Restricted Stock Units | |||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Total | ||||||||
KREF recognizes the compensation cost of RSUs awarded to employees of the Manager, or one or more of its affiliates, on a straight-line basis over the awards’ term at their grant date fair value, consistent with the RSUs awarded to certain members of KREF's board of directors.
During the six months ended June 30, 2025 and 2024, KREF recognized $4.3 million, and $4.5 million, respectively, of stock-based compensation expense included in “General and administrative” expense in the Condensed Consolidated Statements of Income. As of June 30, 2025, there was $9.9 million of total unrecognized stock-based compensation expense related to unvested share-based compensation arrangements. This cost is expected to be recognized over a weighted average period of 1.0 year.
38
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Upon any payment of shares as a result of restricted stock unit vesting, the related personal tax withholding obligation will generally be satisfied by KREF, reducing the number of shares to be delivered by a number of shares necessary to satisfy the related applicable personal tax withholding obligation. The amount results in a cash payment related to this personal tax liability and a corresponding reduction to “Additional paid-in capital” in the Condensed Consolidated Statement of Changes in Equity.
Directors and Officers Deferral Plan — In March 2022, KREF's board of directors adopted the KKR Real Estate Finance Trust Inc. Directors and Officers Deferral Plan (the “Deferral Plan”). Pursuant to the Deferral Plan, participants may elect to defer receipt of all or a portion of any shares of KREF’s common stock issuable upon vesting of any RSU granted to such participant in 25 % increments. Deferred stock units (“DSU”) credited to a participant are non-voting but shall be entitled to dividend equivalent payments upon payment of dividends on shares of KREF’s common stock in the same form and amount equal to the amount of such dividends and are not subject to deferral under the Deferral Plan.
During the six months ended June 30, 2025, 33,810 vested RSUs were deferred under the Deferral Plan. As of June 30, 2025, there were 239,922 DSUs outstanding.
Participating Securities' Share in Earnings — During the six months ended June 30, 2025 and 2024, KREF declared $0.7 million and $0.6 million, respectively, of nonforfeitable dividends on unvested RSUs and outstanding DSUs. Such nonforfeitable dividends were deducted from “Retained earnings (Accumulated deficit)” in the Condensed Consolidated Statement of Changes in Equity.
39
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 13. Earnings (Loss) per Share
Earnings (Loss) per Share — KREF calculates its basic EPS using the two-class method, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. Under the two-class method earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights. Basic EPS, is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common stock outstanding for the period.
KREF presents diluted EPS under the more dilutive of the treasury stock and if-converted methods or the two-class method. Under the treasury stock and if-converted methods, the denominator includes weighted average common stock outstanding plus the incremental dilutive shares issuable from restricted stock units and an assumed conversion of the Convertible Notes (for the periods in which such notes were outstanding). The numerator includes any changes in income (loss) that would result from the assumed conversion of these potential shares of common stock.
For the six months ended June 30, 2025 and 2024, 69,416 and 22,967 weighted average unvested RSUs, respectively, were excluded from the calculation of diluted EPS because the effect was anti-dilutive.
The following table illustrates the computation of basic and diluted EPS for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Earnings | ||||||||||||||||||||||||||||||||
| Net Income (Loss) | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Less: Preferred stock dividends | ||||||||||||||||||||||||||||||||
| Less: Participating securities' share in earnings | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders, basic and diluted | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
| Shares | ||||||||||||||||||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||||||||||||||
| Add: Weighted average deferred stock units | ||||||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | ||||||||||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders, per: | ||||||||||||||||||||||||||||||||
| Basic and diluted common share | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||
40
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 14. Commitments and Contingencies
As of June 30, 2025, KREF was subject to the following commitments and contingencies:
Litigation — From time to time, KREF may be involved in various claims and legal actions arising in the ordinary course of business. KREF establishes an accrued liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable.
As of June 30, 2025, KREF was not involved in any material legal proceedings regarding claims or legal actions against KREF.
Indemnifications — In the normal course of business, KREF enters into contracts that contain a variety of representations and warranties that provide general indemnifications and other indemnities relating to contractual performance. In addition, certain of KREF’s subsidiaries have provided certain indemnities relating to environmental and other matters and has provided nonrecourse carve-out guarantees for fraud, willful misconduct and other customary wrongful acts, each in connection with the financing of certain real estate investments that KREF has made. KREF’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against KREF that have not yet occurred. However, KREF expects the risk of material loss to be low.
Capital Commitments — As of June 30, 2025, KREF had future funding commitments of $388.7 million related to its investments in commercial real estate loans. These future funding commitments primarily relate to construction projects, capital improvements, tenant improvements and leasing commissions. Generally, funding commitments are subject to certain conditions that must be met, such as customary construction draw certifications, minimum credit metrics or executions of new leases before advances are made to the borrower.
In January 2017, KREF committed $40.0 million to invest in an aggregator vehicle alongside RECOP I. The two-year investment period for RECOP I ended in April 2019. As of June 30, 2025, KREF had a remaining commitment of $4.3 million to RECOP I.
41
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 15. Related Party Transactions
Management Agreement
The Management Agreement between KREF and the Manager is subject to certain termination and nonrenewal rights, which in the case of KREF are exercisable by a two-thirds vote by the independent directors of KREF's board of directors. If the independent directors of KREF's board of directors decline to renew the Management Agreement other than for cause, KREF is required to pay the Manager a termination fee equal to three times the total 24 -month trailing average annual management fee and incentive compensation earned by the Manager through the most recently completed calendar quarter.
Pursuant to the Management Agreement, the Manager, as agent to KREF and under the supervision of KREF's board of directors, manages the investments, subject to investment guidelines approved by KREF's board of directors; financing activities; and day-to-day business and affairs of KREF and its subsidiaries.
For its services to KREF, the Manager is entitled to a quarterly management fee equal to the greater of $62,500 or 0.375 % of weighted average adjusted equity and quarterly incentive compensation equal to 20.0 % of the excess of (a) the trailing 12 -month distributable earnings (before incentive compensation payable to the Manager) over (b) 7.0 % of the trailing 12 -month weighted average adjusted equity (“Hurdle Rate”), less incentive compensation KREF already paid to the Manager with respect to the first three calendar quarters of such trailing 12 -month period. The quarterly incentive compensation is calculated and paid in arrears with a one-quarter lag.
Adjusted equity generally represents the proceeds received by KREF and its subsidiaries from equity issuances, without duplication and net of offering costs, and distributable earnings, reduced by distributions, equity repurchases, and incentive compensation paid. Distributable earnings generally represent the net income, or loss, attributable to equity interests in KREF and its subsidiaries, without duplication, as well as realized losses not otherwise included in such net income, or loss, excluding non-cash equity compensation expense, incentive compensation, depreciation and amortization and unrealized gains or losses, from and after the effective date to the end of the most recently completed calendar quarter. KREF's board of directors, after majority approval by independent directors, may also exclude one-time events pursuant to changes in GAAP and certain material non-cash income or expense items from distributable earnings. For purposes of calculating incentive compensation, adjusted equity excludes: (i) the effects of equity issued by KREF and its subsidiaries that provides for fixed distributions or other debt characteristics and (ii) unrealized provision for (reversal of) credit losses.
KREF is also required to reimburse the Manager or its affiliates for documented costs and expenses incurred by it and its affiliates on behalf of KREF, except those specifically required to be borne by the Manager under the Management Agreement. The Manager is responsible for, and KREF does not reimburse the Manager or its affiliates for, the expenses related to investment personnel of the Manager and its affiliates who provide services to KREF. However, KREF does reimburse the Manager for KREF's allocable share of compensation paid to certain of the Manager’s non-investment personnel, based on the percentage of time devoted by such personnel to KREF's affairs.
Affiliate Services
In connection with the ATM and various financing arrangements, and in consideration for its services as a structuring and placement agent, KKR Capital Markets LLC ("KCM"), an affiliate of KKR, is entitled to receive commissions for the shares of KREF common stock that KCM sells and structuring fees generally based on a contractual percentage of the respective financing provided under each facility.
KREF has entered into various agreements with K-Star Asset Management LLC (“K-Star”), an affiliate of KKR, in connection with KREF's investments, including but not limited to due diligence and value-add services. Under the agreements, K-Star is entitled to receive certain fees in consideration for its services.
42
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
The following table summarizes the fees incurred in connection with the Management Agreement and various affiliate services:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Manager | Management fees | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Manager | Expense reimbursements | |||||||||||||||||||||||||||||||
| KCM | Structuring fees | |||||||||||||||||||||||||||||||
| K-Star | Diligence and servicing fees | |||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Management fees are paid one quarter in arrears and, together with any accrued expense reimbursements, KCM and K-Star fees, are included within "Due to affiliates" in the Condensed Consolidated Balance Sheets.
Real Estate Owned and Equity Method Investment, Real Estate Asset
In June 2024, KREF and a KKR affiliate took title to a Mountain View, CA office property. The property was held in a joint venture where KREF and the KKR affiliate held a 68.9 % and 31.1 % interest, respectively, and shared decision-making (Note 10).
In June 2024, KREF and a KKR affiliate took title to a Seattle, WA life science property through a deed-in-lieu of foreclosure under a TIC agreement. Under the TIC agreement, KREF and the KKR affiliate held an economic interest of 74.6 % and 25.4 %, respectively, and shared decision-making (Note 10).
Consolidated CMBS Trust
In June 2025, KREF and a KKR affiliate invested in securities issued by a CMBS trust controlled and consolidated by KREF (Note 8). As of June 30, 2025, the CMBS securities held by the KKR affiliate had a fair value of $60.9 million and was presented within "Variable interest entity liabilities, CMBS trust, at fair value" on the Condensed Consolidated Balance Sheets.
Co-Borrowing Financing Facility
In June 2025, KREF, through a wholly owned subsidiary ("KREF Borrower"), and a KKR affiliate, through a wholly owned subsidiary ("Other KKR Borrower"), entered into a term lending financing facility with a financial institution ("KREF Lending XVI Facility"). Currently the facility is collateralized by one loan investment, but could be expanded in the future to include more loan investments. In such event, all loan investments thereunder would be cross-collateralized. An affiliate of KREF Borrower ("KREF Guarantor") guarantees the obligations of KREF Borrower, and an affiliate of Other KKR Borrower guarantees the obligations of Other KKR Borrower, with each respective guarantor's liability capped at its respective borrower's share of the KREF Lending XVI Facility. As of June 30, 2025, KREF’s share of the outstanding financing principal was 50 %, or $100.0 million.
43
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 16. Fair Value of Financial Instruments
The carrying values and fair values of KREF’s financial assets and liabilities recorded at fair value on a recurring basis, as well as other financial instruments not carried at fair value, as of June 30, 2025, were as follows:
| Fair Value | ||||||||||||||||||||||||||||||||||||||||||||
| Principal Balance | Amortized Cost | Carrying Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Commercial real estate loans, held-for-investment, net | ||||||||||||||||||||||||||||||||||||||||||||
| Variable interest entity assets, CMBS trust, at fair value | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||||||||
| Secured financing agreements, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Collateralized loan obligations, net | ||||||||||||||||||||||||||||||||||||||||||||
| Secured term loan, net | ||||||||||||||||||||||||||||||||||||||||||||
| Variable interest entity liabilities, CMBS trust, at fair value | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
The carrying values and fair values of KREF’s financial assets recorded at fair value on a recurring basis, as well as other financial instruments for which fair value is disclosed, as of December 31, 2024, were as follows:
| Fair Value | ||||||||||||||||||||||||||||||||||||||||||||
| Principal Balance | Amortized Cost | Carrying Value | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Commercial real estate loans, held-for-investment, net | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Liabilities | ||||||||||||||||||||||||||||||||||||||||||||
| Secured financing agreements, net | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Collateralized loan obligations, net | ||||||||||||||||||||||||||||||||||||||||||||
| Secured term loan, net | ||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
The following table presents the activities of Level 3 financial assets and liabilities recorded at fair value:
| Variable interest entity assets, CMBS trust, at fair value | Variable interest entity liabilities, CMBS trust, at fair value | Net | ||||||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | |||||||||||||||||
| Purchases and sales/repayments | ||||||||||||||||||||
| Purchase | ||||||||||||||||||||
| Consolidation of CMBS trust | ||||||||||||||||||||
| Gains (losses) included in net income | ||||||||||||||||||||
Change in net assets of consolidated variable interest entity, CMBS trust(A) | ||||||||||||||||||||
Other(B) | ||||||||||||||||||||
Balance as of June 30, 2025 | $ | $ | $ | |||||||||||||||||
(A) For investments acquired during the quarter, management believes the transaction prices reflect the best indicator of value. KREF purchased the CMBS investment in June 2025 and did not recognized any unrealized gain or loss on the consolidated CMBS trust as of June 30, 2025.
(B) Primarily consists of changes in accrued interest.
44
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
The following table contains the Level 3 inputs used to value assets and liabilities on a recurring and nonrecurring basis or where KREF discloses fair value as of June 30, 2025:
| Fair Value | Valuation Methodologies | Unobservable Inputs | Weighted Average(A) | Range | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||||||
| Commercial real estate loans, held-for-investment | $ | Discounted cash flow | Discount margin | |||||||||||||||||||||||||||||
| Discount rate | ||||||||||||||||||||||||||||||||
| Capitalization rate | ||||||||||||||||||||||||||||||||
(A) Represents the average of the input value, weighted by the unpaid principal balance of the financial instrument.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Certain assets not measured at fair value on an ongoing basis but subject to fair value adjustments only in certain circumstances, such as when there is evidence of impairment, are measured at fair value on a nonrecurring basis. KREF measures commercial real estate loans held-for-sale at the lower of cost or fair value and may be required, from time to time, to record a nonrecurring fair value adjustment. KREF measures commercial real estate loans held-for-investment at amortized cost, but may be required, from time to time, to record a nonrecurring fair value adjustment in the form of a CECL allowance.
Assets and Liabilities for Which Fair Value is Only Disclosed
KREF does not carry its secured financing agreements at fair value as management did not elect the fair value option for these liabilities. As of June 30, 2025, the fair value of KREF's financing facilities approximated their respective carrying value.
45
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 17. Income Taxes
KREF has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with its taxable year ended December 31, 2014. A REIT is generally not subject to U.S. federal and state income tax on that portion of its income that is distributed to stockholders if it distributes at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. A REIT will also be subject to a nondeductible excise tax to the extent certain percentages of its taxable income are not distributed within specified dates. While KREF expects to distribute at least 90% of its net taxable income for the foreseeable future, KREF will continue to evaluate its capital and liquidity needs in light of existing economic and market conditions.
KREF consolidates subsidiaries that incur U.S. federal, state and local income taxes, based on the tax jurisdiction in which each subsidiary operates. There were no
46
KKR Real Estate Finance Trust Inc.
Notes to Condensed Consolidated Financial Statements
(amount in tables in thousands, except per share amounts)
Note 18. Subsequent Event
The following event occurred subsequent to June 30, 2025:
Dividends
In July 2025, KREF paid $16.4 million in dividends on its common stock, or $0.25 per share, with respect to the second quarter of 2025, to stockholders of record on June 30, 2025.
47
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q. The historical consolidated financial data below reflects the historical results and financial position of KREF. In addition, this discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including those described under Part I, Item 1A. "Risk Factors" in the Form 10-K and under "Cautionary Note Regarding Forward-Looking Statements." Actual results may differ materially from those contained in any forward-looking statements.
Overview
Our Company and Our Investment Strategy
We are a real estate finance company that focuses primarily on originating and acquiring transitional senior loans secured by commercial real estate ("CRE") assets. We are a Maryland corporation that was formed and commenced operations on October 2, 2014, and we have elected to qualify as a REIT for U.S. federal income tax purposes. Our investment strategy is to originate or acquire transitional senior loans collateralized by institutional-quality CRE assets that are owned and operated by experienced and well-capitalized sponsors and located in top markets with strong underlying fundamentals. The assets in which we invest include senior loans, mezzanine loans, preferred equity and commercial mortgage-backed securities ("CMBS") and other real estate-related securities. Our investment allocation strategy is influenced by prevailing market conditions at the time we invest, including interest rate, economic and credit market conditions. In addition, we may invest in assets other than our target assets in the future, in each case subject to maintaining our qualification as a REIT for U.S. federal income tax purposes and our exclusion from registration under the Investment Company Act. Our investment objective is capital preservation and generating attractive risk-adjusted returns for our stockholders over the long term, primarily through dividends.
Our Manager
We are externally managed by our Manager, KKR Real Estate Finance Manager LLC, an indirect subsidiary of KKR & Co. Inc. KKR is a leading global investment firm with an over 45-year history of leadership, innovation, and investment excellence. KKR manages multiple alternative asset classes, including private equity, real estate, energy, infrastructure and credit, with strategic manager partnerships that manage hedge funds. Our Manager manages our investments and our day-to-day business and affairs in conformity with our investment guidelines and other policies that are approved and monitored by our board of directors. Our Manager is responsible for, among other matters, (i) the selection, origination or purchase and sale of our portfolio investments, (ii) our financing activities and (iii) providing us with investment advisory services. Our Manager is also responsible for our day-to-day operations and performs (or causes to be performed) such services and activities relating to our investments and business and affairs as may be appropriate. Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of KKR, including senior investment professionals of KKR's global real estate group. For a summary of certain terms of the management agreement, see Note 15 to our condensed consolidated financial statements included in this Form 10-Q.
Macroeconomic Environment
The last several quarters have been marked by significant volatility in global markets, driven by inflation, elevated interest rates, slowing economic growth, increased tariffs, trade tensions, geopolitical conditions, and political and regulatory uncertainty. These conditions have adversely impacted, and may continue to adversely impact, the U.S. and global economies, the real estate industry and our borrowers, and the performance of the properties securing our loans. Collectively, these market dynamics pose challenges to commercial real estate values and transaction activity, which have resulted in lower demand for office space and elevated levels of vacancy and default rates.
Although the Federal Reserve lowered interest rates by 50 basis points in September 2024, by 25 basis points in November 2024 and by 25 basis points in December 2024, interest rates remain elevated and the timing, direction and extent of any future interest rate changes remain uncertain. Although higher interest rates will generally correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers and the cost of financing their properties and lead to nonperformance. Higher interest rates may also adversely impact real estate asset values and increase our interest expense, which expense may not be fully offset by any resulting increase in interest income.
48
Key Financial Measures and Indicators
As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Distributable Earnings and book value per share.
Earnings (Loss) Per Share and Dividends Declared
The following table sets forth the calculation of basic and diluted net income (loss) per share and dividends declared per share (amounts in thousands, except share and per share data):
| Three Months Ended | ||||||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | |||||||||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | (35,425) | $ | (10,550) | ||||||||||||||||||||||
| Weighted-average number of shares of common stock outstanding, basic and diluted | 67,191,309 | 68,765,877 | ||||||||||||||||||||||||
| Net income (loss) per share, basic and diluted | $ | (0.53) | $ | (0.15) | ||||||||||||||||||||||
| Dividends declared per share | $ | 0.25 | $ | 0.25 | ||||||||||||||||||||||
Distributable Earnings
Distributable Earnings, a measure that is not prepared in accordance with GAAP, is a key indicator of our ability to generate sufficient income to pay our quarterly dividends and in determining the amount of such dividends, which is the primary focus of yield/income investors who comprise a significant portion of our investor base. Accordingly, we believe providing Distributable Earnings on a supplemental basis to our net income as determined in accordance with GAAP is helpful to our stockholders in assessing the overall performance of our business.
We define Distributable Earnings as net income (loss) attributable to our stockholders or, without duplication, owners of our subsidiaries, computed in accordance with GAAP, including realized losses not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) any unrealized gains or losses or other similar non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, and (iv) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items agreed upon after discussions between our Manager and our board of directors and after approval by a majority of our independent directors. The exclusion of depreciation and amortization from the calculation of Distributable Earnings only applies to debt investments related to real estate to the extent we foreclose upon the property or properties underlying such debt investments.
While Distributable Earnings excludes the impact of our unrealized current provision for (reversal of) credit losses, any loan losses are charged off and realized through Distributable Earnings when deemed non-recoverable. Non-recoverability is generally determined (i) upon the resolution of a loan (i.e. when the loan is repaid, fully or partially, or, in the case of foreclosure, when the underlying asset is sold), or (ii) if, in our determination, it is nearly certain that all amounts due under a loan will not be collected.
Distributable Earnings should not be considered as a substitute for GAAP net income or taxable income. We caution readers that our methodology for calculating Distributable Earnings may differ from the methodologies employed by other REITs to calculate the same or similar supplemental performance measures, and as a result, our reported Distributable Earnings may not be comparable to similar measures presented by other REITs.
We also use Distributable Earnings (before incentive compensation payable to our Manager) to determine the management and incentive compensation we pay our Manager. For its services to KREF, our Manager is entitled to a quarterly management fee equal to the greater of $62,500 or 0.375% of weighted average adjusted equity and quarterly incentive compensation equal to 20.0% of the excess of (a) the trailing 12-month Distributable Earnings (before incentive compensation payable to our Manager) over (b) 7.0% of the trailing 12-month weighted average adjusted equity (“Hurdle Rate”), less incentive compensation KREF already paid to the Manager with respect to the first three calendar quarters of such trailing 12-month period. For purposes of calculating incentive compensation under our Management Agreement, adjusted equity excludes: (i) the effects of equity issued that provides for fixed distributions or other debt characteristics and (ii) the unrealized provision for (reversal of) credit losses. The quarterly incentive compensation is calculated and paid in arrears with a three-month lag.
49
The following table provides a reconciliation of GAAP net income attributable to common stockholders to Distributable Earnings (amounts in thousands, except share and per share data):
| Three Months Ended | Per Diluted | Three Months Ended | Per Diluted | |||||||||||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | Share* | March 31, 2025 | Share* | |||||||||||||||||||||||||||||||||||||||||||||||
| Net Income (Loss) Attributable to Common Stockholders | $ | (35,425) | $ | (0.53) | $ | (10,550) | $ | (0.15) | ||||||||||||||||||||||||||||||||||||||||||
| Adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Non-cash equity compensation expense | 2,141 | 0.03 | 2,127 | 0.03 | ||||||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 740 | 0.01 | 740 | 0.01 | ||||||||||||||||||||||||||||||||||||||||||||||
| Unrealized (gains) or losses, net | 238 | — | (131) | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Provision for credit losses, net | 49,848 | 0.74 | 24,863 | 0.36 | ||||||||||||||||||||||||||||||||||||||||||||||
| (Gain) loss on sale of investments | (1,192) | (0.02) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributable Earnings before realized gains or losses | $ | 16,350 | $ | 0.24 | $ | 17,049 | $ | 0.25 | ||||||||||||||||||||||||||||||||||||||||||
| Realized loss on loan write-offs, net | (20,434) | (0.30) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Realized gain on sale of investments | 1,192 | 0.02 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Distributable Earnings (Loss) | $ | (2,892) | $ | (0.04) | $ | 17,049 | $ | 0.25 | ||||||||||||||||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 67,191,309 | 68,765,877 | ||||||||||||||||||||||||||||||||||||||||||||||||
* Per share amounts presented may not foot due to rounding.
Book Value per Share
We believe that book value per share is helpful to stockholders in evaluating the growth of our company as we have scaled our equity capital base and continue to invest in our target assets.
The following table calculates our book value per share (amounts in thousands, except share and per share data):
| June 30, 2025 | December 31, 2024 | |||||||||||||
| KKR Real Estate Finance Trust Inc. stockholders' equity | $ | 1,240,053 | $ | 1,345,030 | ||||||||||
Series A preferred stock (liquidation preference of $25.00 per share) | (327,750) | (327,750) | ||||||||||||
| Common stockholders' equity | $ | 912,303 | $ | 1,017,280 | ||||||||||
| Shares of common stock issued and outstanding at period end | 65,676,132 | 68,713,596 | ||||||||||||
| Add: Deferred stock units | 239,922 | 206,112 | ||||||||||||
| Total shares outstanding at period end | 65,916,054 | 68,919,708 | ||||||||||||
| Book value per share | $ | 13.84 | $ | 14.76 | ||||||||||
Book value as of June 30, 2025 included the impact of an estimated CECL allowance of $173.9 million, or ($2.64) per share. See Note 2 — Summary of Significant Accounting Policies, to our condensed consolidated financial statements included in this Form 10-Q for detailed discussion of allowance for credit losses.
50
Our Portfolio
We have established a $6,242.5 million portfolio of diversified investments, consisting primarily of senior commercial real estate loans as of June 30, 2025.
During the three months ended June 30, 2025, we collected 99.9% of interest payments due on our loan portfolio. As of June 30, 2025, the average risk rating of our loan portfolio was 3.1, weighted by loan outstanding principal. As of June 30, 2025, the average loan commitment in our portfolio was $116.6 million and multifamily and industrial loans comprised 62% of our loan portfolio.
In addition, we owned Real Estate Assets with an investment amount of $407.0 million, comprised of the acquired properties (directly or indirectly) and capitalized redevelopment costs, as of June 30, 2025. These properties are reflected on our Condensed Consolidated Balance Sheets.
We have executed on our primary investment strategy of originating floating-rate transitional senior loans and, as we continue to scale our loan portfolio, we expect that our originations will be heavily weighted toward floating-rate loans. As of June 30, 2025, substantially all of our loans by outstanding principal earned a floating rate of interest. We expect the majority of our future investment activity to focus on originating floating-rate senior loans that we finance with our repurchase and other financing facilities. As of June 30, 2025, all of our investments were located in the United States.
The following charts illustrate the diversification and composition of our loan portfolio as of June 30, 2025, based on type of investment, interest rate, underlying property type, geographic location, vintage and LTV:
(A) Charts are based on outstanding principal of our commercial real estate loans. Excludes fully written off loans and loans held in consolidated CMBS trust.
(B) We classify a loan as life science if more than 50% of the gross leasable area is leased to, or will be converted to, life science-related space.
(C) "Other" property type includes Student Housing (2%) and Mixed Use (<1%).
(D) LTV is generally based on the initial loan amount divided by the as-is appraised value as of the date the loan was originated. Weighted average LTV excludes risk-rated 5 loans.
51
The following table details our quarterly loan activity (amounts in thousands):
| Three Months Ended | ||||||||||||||||||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |||||||||||||||||||||||||||||||||||
| Loan originations | $ | 210,650 | $ | 376,270 | $ | — | $ | — | ||||||||||||||||||||||||||||||
| Loan fundings | $ | 230,232 | $ | 405,667 | $ | 53,044 | $ | 55,337 | ||||||||||||||||||||||||||||||
Loan repayments(A) | (450,053) | (183,595) | (457,033) | (290,044) | ||||||||||||||||||||||||||||||||||
| Net fundings | (219,821) | 222,072 | (403,989) | (234,707) | ||||||||||||||||||||||||||||||||||
| PIK interest | 369 | 402 | 388 | 324 | ||||||||||||||||||||||||||||||||||
| Net write-offs | (20,434) | — | (35,902) | (1,832) | ||||||||||||||||||||||||||||||||||
| Transfer to REO | (91,766) | — | — | — | ||||||||||||||||||||||||||||||||||
| Total activity | $ | (331,652) | $ | 222,474 | $ | (439,503) | $ | (236,215) | ||||||||||||||||||||||||||||||
(A) Includes a repayment of $38.6 million of non-consolidated senior interests as our retained mezzanine loan was fully repaid during the three months ended September 30, 2024.
The following table details overall statistics for our loan portfolio as of June 30, 2025 (amounts in thousands):
| Outstanding Principal | ||||||||||||||||||||||||||
| Total | Floating Rate Loans | Fixed Rate Loans(A) | ||||||||||||||||||||||||
Number of loans(B) | 53 | 53 | — | |||||||||||||||||||||||
| Principal balance | $ | 5,790,984 | $ | 5,716,584 | $ | 74,400 | ||||||||||||||||||||
| Amortized cost | 5,777,138 | 5,702,738 | 74,400 | |||||||||||||||||||||||
| Unfunded loan commitments | 388,694 | 383,694 | 5,000 | |||||||||||||||||||||||
Weighted average cash coupon(C) | 7.4 | % | S + 3.1 | % | * | |||||||||||||||||||||
Weighted average all-in yield(C) | 7.6 | % | S + 3.3 | % | * | |||||||||||||||||||||
Weighted average maximum maturity (years)(D) | 1.9 | 1.9 | 1.0 | |||||||||||||||||||||||
Weighted average LTV(E) | 66 | % | 66 | % | n.a. | |||||||||||||||||||||
* Rounds to zero
(A) Represents a mezzanine loan with a commitment of $79.4 million accompanying a senior loan. $74.4 million of loan principal was funded and on nonaccrual status as of June 30, 2025. Refer to Note 3 to our condensed consolidated financial statements for additional information.
(B) Excludes fully written off loans.
(C) In addition to cash coupon, all-in yield includes the amortization of deferred origination fees, loan origination costs and purchase discounts. Weighted average cash coupon and all-in yield excludes loans on nonaccrual status.
(D) Maximum maturity assumes all extension options are exercised by the borrower; however, our loans may be repaid prior to such date.
(E) LTV is generally based on the initial loan amount divided by the as-is appraised value as of the date the loan was originated. Weighted average LTV excludes risk-rated 5 loans.
52
The table below sets forth additional information relating to our portfolio as of June 30, 2025 (amounts in millions):
Investment(A) | Location | Property Type | Investment Date | Total Whole Loan(B) | Committed Principal/Investment Amount | Outstanding Principal/ Investment Amount | Net Equity(C) | Coupon(D)(E) | Max Remaining Term (Years)(D)(F) | Loan/Investment Per SF / Unit / Key(G) | Origination LTV(D)(H) | Risk Rating | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Senior Loans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1 | Senior Loan | Arlington, VA | Multifamily | 9/30/2021 | $ | 381.0 | $ | 381.0 | $ | 378.3 | $ | 89.0 | + | 3.3% | 1.3 | $340,779 / unit | 69 | % | 3 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2 | Senior Loan | Boston, MA | Life Science | 8/3/2022 | 312.5 | 312.5 | 229.6 | 33.6 | + | 4.2 | 2.1 | $747 / SF | 56 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3 | Senior Loan | Bellevue, WA | Office | 9/13/2021 | 520.8 | 260.4 | 224.6 | 55.8 | + | 3.7 | 1.8 | $851 / SF | 63 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4 | Senior Loan | Various | Industrial | 4/28/2022 | 504.5 | 252.3 | 252.3 | 64.1 | + | 2.7 | 1.9 | $98 / SF | 64 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5 | Senior Loan | Bronx, NY | Industrial | 8/27/2021 | 381.2 | 228.7 | 217.2 | 47.9 | + | 4.2 | 1.2 | $277 / SF | 52 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 6 | Senior Loan | Los Angeles, CA | Multifamily | 2/19/2021 | 220.0 | 220.0 | 220.0 | 43.2 | + | 2.9 | 0.7 | $410,430 / unit | 68 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 7 | Senior Loan | Minneapolis, MN | Office | 11/13/2017 | 199.4 | 199.4 | 194.4 | 96.2 | + | 2.3 | 1.0 | $182 / SF | n.a. | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 8 | Senior Loan | The Woodlands, TX | Hospitality | 9/15/2021 | 181.4 | 181.4 | 181.4 | 38.6 | + | 4.3 | 1.3 | $199,513 / key | 64 | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9 | Senior Loan | Washington, D.C. | Office | 11/9/2021 | 181.0 | 181.0 | 178.0 | 69.7 | + | 3.1 | 2.4 | $499 / SF | 55 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 10 | Senior Loan | Various | Industrial | 6/15/2022 | 346.6 | 173.3 | 159.1 | 40.6 | + | 2.9 | 2.0 | $130 / SF | 64 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11 | Senior Loan | West Palm Beach, FL | Multifamily | 12/29/2021 | 171.5 | 171.5 | 171.4 | 33.1 | + | 2.8 | 1.5 | $211,091 / unit | 73 | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 12 | Senior Loan | Boston, MA | Life Science | 4/27/2021 | 332.3 | 166.2 | 163.2 | 41.8 | + | 3.7 | 0.9 | $678 / SF | n.a. | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 13 | Senior Loan | Redwood City, CA | Life Science | 9/30/2022 | 580.7 | 145.2 | 83.1 | 16.2 | + | 4.5 | 2.3 | $885 / SF | 53 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 14 | Senior Loan | Plano, TX | Office | 2/6/2020 | 141.8 | 141.8 | 137.8 | 29.9 | + | 3.9 | 1.1 | $190 / SF | 64 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 15 | Senior Loan | Raleigh, NC | Industrial | 6/24/2025 | 407.6 | 125.0 | 125.0 | 23.8 | + | 2.4 | 5.0 | $152 / SF | 71 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16 | Senior Loan | Arlington, VA | Multifamily | 1/20/2022 | 119.3 | 119.3 | 119.3 | 26.1 | + | 2.9 | 1.6 | $397,644 / unit | 65 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 17 | Senior Loan | Cambridge, MA | Life Science | 12/22/2021 | 401.3 | 115.7 | 97.6 | 25.1 | + | 4.0 | 1.5 | $1,072 / SF | 51 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 18 | Senior Loan | San Diego, CA | Multifamily | 10/20/2021 | 115.0 | 115.0 | 111.7 | 39.8 | + | 3.5 | 1.4 | $483,492 / unit | 71 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19 | Senior Loan | Philadelphia, PA | Office | 6/19/2018 | 114.3 | 114.3 | 114.3 | 25.9 | + | 2.8 | 1.6 | $117 / SF | 71 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 20 | Senior Loan | Pittsburgh, PA | Student Housing | 6/8/2021 | 112.5 | 112.5 | 112.5 | 21.8 | + | 3.0 | 0.9 | $155,602 / unit | 74 | 2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 21 | Senior Loan | Chicago, IL | Office | 7/15/2019 | 105.0 | 105.0 | 90.7 | 73.7 | + | 2.3 | 3.1 | $87 / SF | 59 | 4 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 22 | Senior Loan | Las Vegas, NV | Multifamily | 12/28/2021 | 101.1 | 101.1 | 101.1 | 19.8 | + | 2.8 | 1.5 | $191,460 / unit | 61 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 23 | Senior Loan | Washington, D.C. | Office | 1/13/2022 | 228.5 | 100.0 | 99.9 | 15.0 | + | 3.3 | 2.6 | $365 / SF | 55 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 24 | Senior Loan | Cary, NC | Multifamily | 11/21/2022 | 100.0 | 100.0 | 95.3 | 20.0 | + | 3.4 | 2.4 | $244,275 / unit | 63 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 25 | Senior Loan | Boston, MA | Industrial | 6/28/2022 | 273.2 | 95.7 | 95.0 | 20.0 | + | 3.0 | 2.0 | $195 / SF | 52 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 26 | Senior Loan | Orlando, FL | Multifamily | 12/14/2021 | 95.4 | 95.4 | 95.4 | 24.4 | + | 3.1 | 1.5 | $251,715 / unit | 74 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 27 | Senior Loan | Raleigh, NC | Multifamily | 4/27/2022 | 91.7 | 91.7 | 85.5 | 45.5 | + | 3.2 | 1.9 | $267,108 / unit | n.a. | 5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 28 | Senior Loan | Brisbane, CA | Life Science | 7/22/2021 | 91.3 | 91.3 | 83.8 | 23.8 | + | 3.4 | 3.1 | $724 / SF | 71 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 29 | Senior Loan | Brandon, FL | Multifamily | 1/13/2022 | 90.3 | 90.3 | 73.0 | 20.6 | + | 3.1 | 1.6 | $196,704 / unit | 75 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 30 | Senior Loan | San Carlos, CA | Life Science | 2/1/2022 | 139.7 | 89.1 | 58.6 | 20.1 | + | 1.0 | 2.4 | $400 / SF | 68 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 31 | Senior Loan | Dallas, TX | Office | 1/22/2021 | 87.0 | 87.0 | 87.0 | 18.8 | + | 3.4 | 0.6 | $294 / SF | 65 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 32 | Senior Loan | North Palm Beach, FL | Multifamily | 5/22/2025 | 85.7 | 85.7 | 85.4 | 16.3 | + | 2.3 | 4.9 | $341,600 / unit | 72 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 33 | Senior Loan | Various | Multifamily | 1/31/2025 | 142.2 | 85.3 | 84.3 | 20.4 | + | 3.0 | 4.6 | $212,223 / unit | 70 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 34 | Senior Loan | Miami, FL | Multifamily | 10/14/2021 | 84.5 | 84.5 | 84.5 | 19.3 | + | 2.9 | 1.4 | $287,415 / unit | 76 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 35 | Senior Loan | Phoenix, AZ | Multifamily | 3/26/2025 | 79.0 | 79.0 | 79.0 | 15.1 | + | 2.3 | 4.8 | $312,332 / unit | 69 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 36 | Senior Loan | Dallas, TX | Multifamily | 12/23/2021 | 78.4 | 78.4 | 78.4 | 17.4 | + | 2.9 | 1.5 | $241,164 / unit | 67 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
53
Investment(A) | Location | Property Type | Investment Date | Total Whole Loan(B) | Committed Principal/Investment Amount | Outstanding Principal/ Investment Amount | Net Equity(C) | Coupon(D)(E) | Max Remaining Term (Years)(D)(F) | Loan/Investment Per SF / Unit / Key(G) | Origination LTV(D)(H) | Risk Rating | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 37 | Senior Loan | Philadelphia, PA | Mixed Use | 6/28/2024 | 77.7 | 77.7 | 24.4 | 8.8 | + | 4.0 | 4.0 | $75 / SF | 72 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 38 | Senior Loan | Nashville, TN | Hospitality | 1/6/2025 | 75.8 | 75.8 | 75.0 | 14.4 | + | 3.3 | 4.5 | $326,087 / key | 64 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 39 | Senior Loan | Delray Beach, FL | Multifamily | 3/26/2025 | 73.0 | 73.0 | 73.0 | 14.0 | + | 2.3 | 4.8 | $257,042 / unit | 71 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 40 | Senior Loan | Hollywood, FL | Multifamily | 12/20/2021 | 71.0 | 71.0 | 71.0 | 14.5 | + | 2.8 | 1.5 | $287,449 / unit | 74 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 41 | Senior Loan | Charlotte, NC | Multifamily | 12/14/2021 | 70.3 | 70.3 | 68.0 | 9.5 | + | 3.1 | 1.5 | $184,712 / unit | 74 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 42 | Senior Loan | Denver, CO | Multifamily | 9/14/2021 | 70.3 | 70.3 | 70.3 | 12.4 | + | 2.8 | 1.3 | $290,496 / unit | 78 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 43 | Senior Loan | Plano, TX | Multifamily | 3/31/2022 | 63.3 | 63.3 | 63.3 | 23.7 | + | 0.9 | 2.1 | $238,000 / unit | 75 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 44 | Senior Loan | Dallas, TX | Multifamily | 8/18/2021 | 63.1 | 63.1 | 63.1 | 13.3 | + | 3.9 | 1.2 | $175,278 / unit | 70 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 45 | Senior Loan | Durham, NC | Multifamily | 12/15/2021 | 59.5 | 59.5 | 57.8 | 18.5 | + | 2.8 | 2.5 | $167,501 / unit | 67 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 46 | Senior Loan | San Antonio, TX | Multifamily | 4/20/2022 | 57.6 | 57.6 | 56.4 | 15.2 | + | 2.7 | 1.9 | $164,950 / unit | 79 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 47 | Senior Loan | Sharon, MA | Multifamily | 12/1/2021 | 51.9 | 51.9 | 51.9 | 9.1 | + | 2.9 | 1.4 | $270,443 / unit | 70 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 48 | Senior Loan | Atlanta, GA | Multifamily | 12/10/2021 | 51.4 | 51.4 | 51.4 | 13.0 | + | 3.0 | 1.5 | $170,197 / unit | 67 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 49 | Senior Loan | Reno, NV | Industrial | 4/28/2022 | 140.4 | 50.5 | 50.5 | 11.5 | + | 2.7 | 1.9 | $117 / SF | 74 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 50 | Senior Loan | Birmingham, AL | Multifamily | 5/31/2019 | 46.0 | 46.0 | 46.0 | 46.0 | + | 4.0 | 0.1 | $144,595 / unit | 46 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 51 | Senior Loan | Dallas, TX | Multifamily | 4/1/2022 | 43.7 | 43.7 | 42.4 | 11.8 | + | 2.9 | 0.4 | $119,144 / unit | 73 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 52 | Senior Loan | Carrollton, TX | Multifamily | 4/1/2022 | 43.7 | 43.7 | 43.7 | 13.8 | + | 0.9 | 2.1 | $136,478 / unit | 74 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 53 | Senior Loan | Georgetown, TX | Multifamily | 12/16/2021 | 35.2 | 35.2 | 35.2 | 8.8 | + | 3.4 | 1.5 | $167,381 / unit | 68 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total/Weighted Average Senior Loans Unlevered | $ | 8,691.4 | $ | 6,179.7 | $ | 5,791.0 | $ | 1,510.3 | + | 3.1% | 1.9 | 66 | % | 3.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Real Estate Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1 | Real Estate Owned | Mountain View, CA | Office | 6/28/2024 | n.a. | $ | 120.9 | 120.9 | 120.9 | n.a. | n.a. | $391 / SF | n.a. | n.a. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2 | Real Estate Owned | West Hollywood, CA | Condo | 4/15/2025 | n.a. | 93.5 | 93.5 | 38.5 | n.a. | n.a. | $2,527,027 / unit | n.a. | n.a. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3 | Real Estate Owned | Portland, OR | Retail / Redevelopment | 12/16/2021 | n.a. | 85.4 | 85.4 | 85.4 | n.a. | n.a. | n.a. | n.a. | n.a. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4 | Equity Method Investment(I) | Seattle, WA | Life Science | 6/28/2024 | n.a. | 85.3 | 85.3 | 44.3 | n.a. | n.a. | $537 / SF | n.a. | n.a. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5 | Real Estate Owned | Philadelphia, PA | Office | 12/22/2023 | n.a. | $ | 21.9 | 21.9 | 21.9 | n.a. | n.a. | $104 / SF | n.a. | n.a. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total/Weighted Average Real Estate Assets | $ | 407.0 | $ | 407.0 | $ | 311.0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CMBS Investments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1 | CMBS B-Pieces(J) | Various | Various | 2/13/2017 | n.a. | 40.0 | 35.5 | 35.5 | 4.8 | 4.0 | 58 | n.a. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2 | CMBS B-Pieces | Various | Various | 6/18/2025 | n.a. | 9.1 | 9.1 | 9.1 | 5.9 | 9.7 | 42 | n.a. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total/Weighted Average CMBS Investments | $ | 49.1 | $ | 44.6 | $ | 44.6 | 5.0% | 5.2 | 55 | % | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Grand Total / Weighted Average | $ | 6,635.8 | $ | 6,242.5 | $ | 1,865.8 | 7.5% | 1.9 | 65 | % | 3.1 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
* Numbers presented may not foot due to rounding.
54
(A) Our total portfolio represents the current principal amount or investment amount on senior and mezzanine loans, real estate assets and other investments. Excludes loans that were fully written off.
For Senior Loan 7, the total whole loan is $199.4 million, including (i) a fully funded senior mortgage loan of $120.0 million, at an interest rate of S+2.25% and (ii) a mezzanine note with a commitment of $79.4 million, of which $74.4 million was funded as of June 30, 2025, at a fixed interest rate of 4.5%. The mezzanine note interest is payment-in-kind (“PIK Interest”), which is capitalized, compounded, and added to the outstanding principal balance of the respective loan.
(B) Total Whole Loan represents the total commitment of the entire loan originated, including participations by KKR affiliated entities.
(C) Net equity reflects (i) the amortized cost basis of our loans, net of borrowings; (ii) Real Estate Owned ("REO"), net of borrowings and noncontrolling interests, and (iii) the investment amount of equity method investments, net of borrowings.
(D) Weighted average is weighted by the current principal amount of our loans and the investment amount of CMBS investments. Weighted average LTV excludes risk-rated 5 loans and weighted average coupon excludes loans on nonaccrual status.
(E) Coupon expressed as spread over Term SOFR.
(F) Maximum remaining term (years) assumes all extension options are exercised, if applicable.
(G) Loan Per SF / Unit / Key is based on the current principal amount divided by the current SF / Unit / Key. For Senior Loans 2, 3, 5, 13 and 17, Loan Per SF / Unit / Key is calculated as the total commitment amount of the loan divided by the proposed SF / Unit / Key.
(H) For senior loans, LTV is generally based on the initial loan amount divided by the as-is appraised value as of the date the loan was originated; for mezzanine loans, LTV is based on the initial balance of the whole loan divided by the as-is appraised value as of the date the loan was originated; for CMBS investments, LTV is based on the weighted average LTV of the underlying loan pool at issuance. Weighted Average LTV excludes risk-rated 5 loans.
For Senior Loans 2, 3, 5, 13 and 17, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value as of the date the loan was originated. For senior loans where an appraisal has been obtained post origination, the LTV, presented as follows, is calculated based on the current principal amount divided by the as-is appraised value as of the new appraisal date: Senior Loan 14 (77%); Senior Loan 16 (78%); Senior Loan 19 (64%); Senior Loan 21 (57%); Senior Loan 22 (75%); Senior Loan 26 (83%); Senior Loan 28 (70%); Senior Loan 30 (81%); Senior Loan 31 (63%); and Senior Loan 40 (81%).
(I) Represents real estate assets held through a Tenant-in-Common ("TIC") agreement between us and a KKR affiliate. We hold a 74.6% economic interest in the real estate assets and share decision-making with the KKR affiliate under the TIC agreement.
(J) Represents our investment in an aggregator vehicle that invests in CMBS B-Pieces. Committed principal represents our total commitment to the aggregator vehicle whereas current principal represents the current funded amount.
55
Portfolio Surveillance and Credit Quality
Our Manager actively manages our portfolio and assesses the risk of any deterioration in credit quality by quarterly evaluating the performance of the underlying property, the valuation of comparable assets as well as the financial wherewithal of the associated borrower. Our loan documents generally give us the right to receive regular property, borrower and guarantor financial statements; approve annual budgets and tenant leases; and enforce loan covenants and remedies. In addition, our Manager evaluates the macroeconomic environment, prevailing real estate fundamentals and micro-market dynamics where the underlying property is located. Through site inspections, local market experts and various data sources, as part of its risk assessment, our Manager monitors criteria such as new supply and tenant demand, market occupancy and rental rate trends, and capitalization rates and valuation trends.
We maintain a robust asset management relationship with our borrowers and have utilized these relationships to maximize the performance of our portfolio, including during periods of volatility.
We believe our loan sponsors are generally committed to supporting assets collateralizing our loans through additional equity investments, and that we will benefit from our long-standing core business model of originating senior loans collateralized by large assets in major markets with experienced, well-capitalized institutional sponsors. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.
In addition to ongoing asset management, our Manager performs a quarterly review of our portfolio whereby each loan is assigned a risk rating of 1 through 5, from lowest risk to highest risk. Our Manager is responsible for reviewing, assigning and updating the risk ratings for each loan at least once per quarter. The risk ratings are based on many factors, including, but not limited to, underlying real estate performance, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include debt service coverage ratios, real estate and credit market dynamics, and risk of default or principal loss. In performing this review and assigning a risk rating with respect to each loan, our Manager assesses these various factors holistically and considers these factors on a case-by-case basis, determining whether to give additional weight to any of these factors based upon the specific facts and circumstances of each loan. Based on a five-point scale, our loans are rated "1" through "5," from less risk to greater risk, which ratings are defined as follows: 1 (Very Low Risk); 2 (Low Risk); 3 (Medium Risk); 4 (High Risk/Potential for Loss); and 5 (Impaired/Loss Likely).
As of June 30, 2025, the average risk rating of our portfolio was 3.1, weighted by outstanding loan principal, consistent with that as of December 31, 2024.
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Risk Rating | Number of Loans(A) | Carrying Value | Outstanding Principal | Outstanding Principal %* | Number of Loans(A) | Carrying Value | Outstanding Principal | Outstanding Principal %* | ||||||||||||||||||||||||||||||||||||||||||
| 1 | — | $ | — | $ | — | — | % | — | $ | — | $ | — | — | % | ||||||||||||||||||||||||||||||||||||
| 2 | 3 | 465,122 | 465,264 | 8 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| 3 | 45 | 4,670,837 | 4,680,271 | 81 | 47 | 5,393,333 | 5,400,698 | 92 | ||||||||||||||||||||||||||||||||||||||||||
| 4 | 2 | 202,357 | 202,357 | 3 | 2 | 193,687 | 193,727 | 3 | ||||||||||||||||||||||||||||||||||||||||||
| 5 | 3 | 438,822 | 443,092 | 8 | 2 | 301,602 | 305,738 | 5 | ||||||||||||||||||||||||||||||||||||||||||
| Total loan receivable | 53 | $ | 5,777,138 | $ | 5,790,984 | 100 | % | 51 | $ | 5,888,622 | $ | 5,900,163 | 100 | % | ||||||||||||||||||||||||||||||||||||
| Allowance for credit losses | (171,591) | (117,103) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Loan receivable, net | $ | 5,605,547 | $ | 5,771,519 | ||||||||||||||||||||||||||||||||||||||||||||||
* Numbers presented may not foot due to rounding.
(A) Excludes fully written off loans.
In June 2024, we modified a risk-rated 5 mezzanine office loan located in Boston, MA, with an outstanding principal balance of $37.5 million. The terms of the modification included, among others, a restructure of the mezzanine loan into (i) a $12.5 million senior mezzanine note and (ii) a $25.0 million junior mezzanine note which is subordinate to a new $10.0 million sponsor interest. The senior and junior mezzanine notes earn a PIK interest rate of S+7.0% and have a maximum maturity of February 2028. Both mezzanine notes were deemed uncollectible and written off in June 2024.
56
In December 2024, we modified a risk-rated 5 senior life science loan located in San Carlos, CA, with an outstanding principal balance of $103.2 million. The terms of the modification included a $13.1 million principal repayment, and a restructure of the $90.1 million senior loan (after the $13.1 million repayment) into (i) a $89.1 million committed senior mortgage loan (with $34.9 million in unfunded commitment), and (ii) a $35.9 million subordinated note which is subordinate to a new $20.0 million sponsor interest. The restructured senior loan earns a coupon rate of S+1.00% and has a new term of three years. The $35.9 million subordinated note was deemed uncollectible and written off in December 2024. The loan modification was accounted for as a new loan for GAAP purposes. The restructured senior loan with an outstanding principal balance of $58.6 million was risk-rated 3 as of June 30, 2025.
CMBS B-Piece Investments
Our Manager has processes and procedures in place to monitor and assess the credit quality of our CMBS B-Piece investments and promote the regular and active management of these investments. This includes reviewing the performance of the real estate assets underlying the loans that collateralize the investments and determining the impact of such performance on the credit and return profile of the investments. Our Manager holds monthly surveillance calls with the special servicer of our CMBS B-Piece investments to monitor the performance of our portfolio and discuss issues associated with the loans underlying our CMBS B-Piece investments. At each meeting, our Manager is provided with a due diligence submission for each loan underlying our CMBS B-Piece investments, which includes both property-level and loan-level information. These meetings assist our Manager in monitoring our portfolio, identifying any potential loan issues, determining if a re-underwriting of any loan is warranted and examining the timing and severity of any potential losses or impairments.
Total Financing
Our financing arrangements include our term loan facility, term lending agreements, collateralized loan obligations, secured term loan, warehouse facility, asset specific financing, corporate revolving credit agreement ("Revolver"), non-consolidated senior interest (collectively “Non-Mark-to-Market Financing Sources”) and master repurchase agreements.
Our Non-Mark-to-Market Financing Sources, which accounted for 78% of our total financing as of June 30, 2025, are not subject to credit or capital markets mark-to-market provisions. The remaining 22% of our total financing, which is comprised of three master repurchase agreements, are only subject to credit marks.
We plan to expand and diversify our financing sources, especially those sources that provide non-mark-to-market financing, reducing our exposure to market volatility.
The following table summarizes our financing agreements (amounts in thousands):
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Borrowings | Collateral | Borrowings | ||||||||||||||||||||||||||||||||||||
| Non-/Mark-to-Market | Maximum Facility Size(A) | Outstanding Principal | Available(B) | Outstanding Principal | Outstanding Principal | |||||||||||||||||||||||||||||||||
| Master Repurchase Agreements | Mark-to-Credit | $ | 2,000,000 | $ | 1,100,177 | $ | 25,734 | $ | 1,642,247 | $ | 1,038,066 | |||||||||||||||||||||||||||
| Collateralized Loan Obligations | Non-Mark-to-Market | 1,447,874 | 1,447,874 | — | 1,805,124 | 1,766,231 | ||||||||||||||||||||||||||||||||
| Term Lending Agreements | Non-Mark-to-Market | 1,514,885 | 910,546 | 3,237 | 1,338,283 | 789,647 | ||||||||||||||||||||||||||||||||
| Term Loan Facility | Non-Mark-to-Market | 1,000,000 | 542,552 | — | 701,615 | 553,966 | ||||||||||||||||||||||||||||||||
| Warehouse Facility | Non-Mark-to-Market | 500,000 | — | — | — | — | ||||||||||||||||||||||||||||||||
| Asset Specific Financing | Non-Mark-to-Market | 490,625 | 361,717 | — | 437,793 | 343,216 | ||||||||||||||||||||||||||||||||
| Revolver | Non-Mark-to-Market | 660,000 | 40,000 | 620,000 | n.a. | 80,000 | ||||||||||||||||||||||||||||||||
| Secured Term Loan | Non-Mark-to-Market | 548,625 | 548,625 | — | n.a. | 339,500 | ||||||||||||||||||||||||||||||||
| Total leverage | $ | 8,162,009 | $ | 4,951,491 | $ | 648,971 | $ | 4,910,626 | ||||||||||||||||||||||||||||||
(A) Maximum facility size represents the largest amount of borrowings available under a given facility once sufficient collateral assets have been approved by the lender and pledged by us.
(B) Available borrowings represents the undrawn amount we could draw under the terms of each credit facility, based on collateral already approved and pledged.
57
Master Repurchase Agreements
We utilize master repurchase facilities to finance the origination of senior loans. After a mortgage asset is identified by us, the lender agrees to advance a certain percentage of the principal of the mortgage to us in exchange for a secured interest in the mortgage. We have not received any margin calls on any of our master repurchase facilities to date.
Repurchase agreements effectively allow us to borrow against loans and participations that we own in an amount generally equal to (i) the market value of such loans and/or participations multiplied by (ii) the applicable advance rate. Under these agreements, we sell our loans and participations to a counterparty and agree to repurchase the same loans and participations from the counterparty at a price equal to the original sales price plus an interest factor. The transaction is treated as a secured loan from the financial institution for GAAP purposes. During the term of a repurchase agreement, we receive the principal and interest on the related loans and participations and pay interest to the lender under the master repurchase agreement. At any point in time, the amounts and the cost of our repurchase borrowings will be based upon the assets being financed—higher risk assets will result in lower advance rates (i.e., levels of leverage) at higher borrowing costs and vice versa. In addition, these facilities include various financial covenants and limited recourse guarantees, including those described below.
Each of our existing master repurchase facilities includes "credit mark-to-market" features. "Credit mark-to-market" provisions in repurchase facilities are designed to keep the lenders' credit exposure generally constant as a percentage of the underlying collateral value of the assets pledged as security to them. If the credit underlying collateral value decreases, the gross amount of leverage available to us will be reduced as our assets are marked-to-market, which would reduce our liquidity. The lender under the applicable repurchase facility sets the valuation and any revaluation of the collateral assets in its sole, good faith discretion. As a contractual matter, the lender has the right to reset the value of the assets at any time based on then-current market conditions, but the market convention is to reassess valuations on a monthly, quarterly and annual basis using the financial information delivered pursuant to the facility documentation regarding the real property, borrower and guarantor under such underlying loans. Generally, if the lender determines (subject to certain conditions) that the market value of the collateral in a repurchase transaction has decreased by more than a defined minimum amount, the lender may require us to provide additional collateral or lead to margin calls that may require us to repay all or a portion of the funds advanced. We closely monitor our liquidity and intend to maintain sufficient liquidity on our balance sheet in order to meet any margin calls in the event of any significant decreases in asset values. As of June 30, 2025, the weighted average haircut under our repurchase agreements was 33.0% (or 31.4%, if we had borrowed the maximum amount approved by its repurchase agreement counterparties as of such dates). In addition, our existing master repurchase facilities are not entirely term-matched financings and may mature before our CRE debt investments that represent underlying collateral to those financings. As we negotiate renewals and extensions of these liabilities, we may experience lower advance rates and higher pricing under the renewed or extended agreements.
Term Lending Agreements
Our term lending agreements provide us with asset-based financing on a non-mark-to-market basis, are match-term to the underlying loans and are partial recourse.
Term Loan Facility
Our term loan facility provides us with asset-based financing on a non-mark-to-market basis, is match-term up to five years, with an additional two-year extension available, and is non-recourse.
Warehouse Facility
Our warehouse facility provides us with asset-based financing on a non-mark-to-market basis, has a current facility maturity of March 2026, and is partial recourse.
Asset Specific Financing
Our asset specific financing facilities provide us with asset-based financing on a non-mark-to-market basis, are match-term to the underlying loans and are non-recourse.
58
Revolving Credit Agreement
In March 2025, we upsized our corporate revolving credit agreement (“Revolver”), administered by Morgan Stanley Senior Funding, Inc., to $660.0 million and extended the maturity date to March 2030. We may use our Revolver as a source of financing, which is designed to provide short-term liquidity to originate or de-lever loans, pay operating expenses and borrow amounts for general corporate purposes. Our Revolver is secured by corporate level guarantees and includes net equity interests in the investment portfolio.
Collateralized Loan Obligations
In 2021, we financed a pool of loan participations from our existing loan portfolio through a managed collateralized loan obligation ("CLO" or "KREF 2021-FL2") and, in 2022, we financed a pool of loan participations from our existing multifamily loan portfolio through a managed CLO ("KREF 2022-FL3"). The CLOs provide us with match-term financing on a non-mark-to-market and non-recourse basis.
Secured Term Loan
In March 2025, we refinanced our existing term loan of $339.5 million with a new $550.0 million secured term loan due March 2032. The secured term loan is partially amortizing, with an amount equal to 1.0% per annum of the principal balance due in quarterly installments starting June 30, 2025. The secured term loan contains restrictions relating to liens, asset sales, indebtedness, investments and transactions with affiliates, and is secured by corporate level guarantees and does not include asset-based collateral.
Refer to Notes 2 and 7 to our condensed consolidated financial statements for additional discussion of our secured term loan.
Covenants — Each of our repurchase facilities, term lending agreements, warehouse facility and our Revolver contain customary terms and conditions, including, but not limited to, negative covenants relating to restrictions on our operations with respect to our status as a REIT, and financial covenants, such as:
•a trailing four quarter interest income to interest expense ratio covenant (1.3 to 1.0 beginning September 30, 2024 through June 30, 2026, then 1.4 to 1.0 thereafter);
•a consolidated tangible net worth covenant (75.0% of the aggregate net cash proceeds of any equity issuances made and any capital contributions received by us and KKR Real Estate Finance Holdings L.P. (our "Operating Partnership") or up to approximately $1.3 billion, depending on the agreement;
•a total indebtedness covenant (83.3% of our Total Assets, as defined in the applicable financing agreements); and
•a cash liquidity covenant (the greater of (i) $10.0 million or (ii) 5.0% of KREF's recourse indebtedness; from September 30, 2024 and through June 30, 2026 the Revolver has a minimum cash liquidity covenant of $75.0 million)
With respect to our secured term loan, we are required to comply with customary loan covenants and event of default provisions that include, but are not limited to, negative covenants relating to restrictions on operations with respect to our status as a REIT, and financial covenants. Such financial covenants include a minimum consolidated tangible net worth of $650.0 million and a maximum total debt to total assets ratio of 83.3%.
As of June 30, 2025, we were in compliance with the covenants of our financing facilities.
Non-Consolidated Senior Interests
In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our condensed consolidated financial statements. These non-consolidated senior interests provide structural leverage on a non-mark-to-market, match-term basis for our net investments, which are typically reflected in the form of mezzanine loans or other subordinate interests on our condensed consolidated balance sheets and in our condensed consolidated statement of income. We had no outstanding financing through non-consolidated senior interests as of June 30, 2025.
59
Guarantees — In connection with our financing arrangements, including master repurchase agreements, term lending agreements, and asset specific financing, our Operating Partnership has entered into a limited guarantee in favor of each lender, under which our Operating Partnership guarantees the obligations of the borrower under the respective financing agreement (i) in the case of certain defaults, up to a maximum liability of 25.0% of the then-outstanding repurchase price of the eligible loans, participations or securities, as applicable, or (ii) up to a maximum liability of 100.0% in the case of certain "bad boy" defaults. The borrower in each case is a special purpose subsidiary of ours. In addition, some guarantees include certain full recourse insolvency-related trigger events.
With respect to our Revolver, amounts borrowed are full recourse to certain guarantor wholly-owned subsidiaries of ours.
Variable Interest Entity Liabilities
In connection with our investments in CMBS B-Pieces, we consolidate these CMBS trusts that hold the pools of senior loans underlying the CMBS because we determined such trusts are VIEs and we are the primary beneficiary of such VIEs. As a result of the consolidation, our financial statements include the liabilities of the consolidated CMBS trusts. However, these liabilities are not recourse to us, and our risk of loss is limited to the value of our investment in the related CMBS B-Pieces. See Note 8 to the condensed consolidated financial statements for additional information on these liabilities as of June 30, 2025.
Real Estate Assets, Held For Investment
Portland, OR Retail / Redevelopment — In December 2021, we took title a Portland retail property and recorded the property and its net assets on the Condensed Consolidated Balance Sheets based on the estimated fair value of acquired assets and assumed liabilities. We contributed a portion of the REO asset to a joint venture (the "REO JV") with a third party local developer (“JV Partner”), whereby we had a 90% interest and the JV Partner had a 10% interest. The JV Partner's interest in the property was presented within "Noncontrolling interests in equity of consolidated joint ventures" on the Condensed Consolidated Balance Sheets. In June 2025, we sold a portion of the property for $6.0 million and recognized a realized gain of $0.7 million after closing costs. As of June 30, 2025, we have a priority of distributions up to $77.7 million before the JV Partner can participate in the economics of the REO JV.
Mountain View, CA Office — In June 2024, we and the KKR affiliate took title to a Mountain View office property through a DIL and we accounted for the property on a consolidated basis. Ours and the KKR affiliate's interest in the property were 68.9% and 31.1%, respectively. We recorded the property and its net assets on the Condensed Consolidated Balance Sheets based on the estimated fair value of acquired assets and assumed liabilities. The KKR affiliate's interest in the property was presented within "Noncontrolling interests in equity of consolidated joint ventures" on the Condensed Consolidated Balance Sheets.
Real Estate Assets, Held For Sale
As of June 30, 2025, the Philadelphia, PA Office and West Hollywood, CA Condo properties met the criteria to be classified as held for sale under ASC 360. As such, depreciation and amortization on the properties and related lease intangibles were suspended.
Philadelphia, PA Office — In December 2023, we took title to a Philadelphia office portfolio through a deed-in-lieu of foreclosure ("DIL") and recorded the portfolio and its net assets on the Condensed Consolidated Balance Sheets based on the estimated fair value of acquired assets and assumed liabilities.
In June 2024, we sold a portion of the portfolio and provided financing to the buyer through a senior loan. The senior loan had an outstanding principal balance of $24.4 million ($77.7 million total commitment) as of June 30, 2025 and earned a coupon rate of S+4.0% with a maximum maturity of July 2029, assuming all extension options are exercised. The senior loan is presented within “Commercial real estate loans, held-for-investment, net” on the Condensed Consolidated Balance Sheets.
In May 2025, we sold a portion of the portfolio for $25.3 million and recognized a realized gain of $0.5 million after closing costs. As of June 30, 2025, there was one office property remaining.
60
West Hollywood, CA Condo — In April 2025, we took title to a West Hollywood multifamily property through an assignment-in-lieu of foreclosure. We recorded the property and its net assets on the Condensed Consolidated Balance Sheets based on the estimated fair value of acquired assets and assumed liabilities.
Real Estate Asset, Equity Method Investment
Seattle, WA Life Science — In June 2024, we and the KKR affiliates took title to a Seattle life science property through a DIL under a Tenant-in-Common ("TIC") agreement. Under the TIC agreement, we and the KKR affiliate held an economic interest of 74.6% and 25.4%, respectively, and shared decision-making. Under ASC 970-810, we accounted for the TIC agreement as an undivided interest in the property and recorded an equity method investment based on our share of the estimated fair value of the property's net assets.
61
Results of Operations
Three Months Ended June 30, 2025 Compared to Three Months Ended March 31, 2025
The following table summarizes the changes in our results of operations for three months ended June 30, 2025 and March 31, 2025 (amounts in thousands, except per share data):
| Three Months Ended | Increase (Decrease) | |||||||||||||||||||||||||
| June 30, 2025 | March 31, 2025 | Dollars | Percentage | |||||||||||||||||||||||
| Net Interest Income | ||||||||||||||||||||||||||
| Interest income | $ | 112,272 | $ | 113,967 | $ | (1,695) | (1) | % | ||||||||||||||||||
| Interest expense | 82,101 | 82,626 | (525) | (1) | ||||||||||||||||||||||
| Total net interest income | 30,171 | 31,341 | (1,170) | (4) | ||||||||||||||||||||||
| Other Income | ||||||||||||||||||||||||||
| Revenue from real estate owned operations | 4,025 | 2,889 | 1,136 | 39 | ||||||||||||||||||||||
| Income (loss) from equity method investments | (619) | (201) | (418) | 208 | ||||||||||||||||||||||
| Change in net assets of consolidated variable interest entity, CMBS trust | 41 | — | 41 | 100 | ||||||||||||||||||||||
| Gain (loss) on sale of investments | 1,192 | — | 1,192 | 100 | ||||||||||||||||||||||
| Other miscellaneous income | 1,061 | 1,187 | (126) | (11) | ||||||||||||||||||||||
| Total other income | 5,700 | 3,875 | 1,825 | 47 | ||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||
| Provision for credit losses, net | 49,848 | 24,863 | 24,985 | 100 | ||||||||||||||||||||||
| Expenses from real estate owned operations | 6,178 | 5,474 | 704 | 13 | ||||||||||||||||||||||
| Management fee to affiliate | 5,737 | 5,797 | (60) | (1) | ||||||||||||||||||||||
| General and administrative | 4,681 | 4,831 | (150) | (3) | ||||||||||||||||||||||
| Total operating expenses | 66,444 | 40,965 | 25,479 | 62 | ||||||||||||||||||||||
| Income (Loss) Before Income Taxes | (30,573) | (5,749) | (24,824) | (432) | ||||||||||||||||||||||
| Income tax expense | — | — | — | — | ||||||||||||||||||||||
| Net Income (Loss) | (30,573) | (5,749) | (24,824) | (432) | ||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interests | (847) | (888) | 41 | 5 | ||||||||||||||||||||||
| Net Income (Loss) Attributable to KKR Real Estate Finance Trust Inc. and Subsidiaries | (29,726) | (4,861) | (24,865) | (512) | ||||||||||||||||||||||
| Preferred stock dividends | 5,326 | 5,326 | — | — | ||||||||||||||||||||||
| Participating securities' share in earnings | 373 | 363 | 10 | 3 | ||||||||||||||||||||||
| Net Income (Loss) Attributable to Common Stockholders | $ | (35,425) | $ | (10,550) | $ | (24,875) | (236) | |||||||||||||||||||
| Net Income (Loss) Per Share of Common Stock | ||||||||||||||||||||||||||
| Basic and Diluted | $ | (0.53) | $ | (0.15) | $ | (0.38) | (253) | |||||||||||||||||||
| Weighted Average Number of Shares of Common Stock Outstanding | ||||||||||||||||||||||||||
| Basic and Diluted | 67,191,309 | 68,765,877 | (1,574,568) | (2) | ||||||||||||||||||||||
| Dividends Declared per Share of Common Stock | $ | 0.25 | $ | 0.25 | $ | — | — | |||||||||||||||||||
62
Net Interest Income
Net interest income decreased by $1.2 million during the three months ended June 30, 2025, as compared to the preceding three-month period. This decrease was due primarily to additional loans placed on nonaccrual status and a decline in overall portfolio size. We recorded $4.4 million of deferred loan fees and origination discounts accreted into interest income during the three months ended June 30, 2025, as compared to $3.4 million during the preceding period. In addition, we recorded $3.0 million of deferred financing costs amortization into interest expense during the three months ended June 30, 2025, as compared to $3.1 million for the preceding period.
Other Income
Total other income increased by $1.8 million during the three months ended June 30, 2025, as compared to the preceding period. This increase was due primarily to a $1.2 million gain on sale of REO investments.
Operating Expenses
Total operating expenses increased by $25.5 million during the three months ended June 30, 2025, as compared to the preceding period. This increase was primarily due to a $25.0 million change in the provision for credit losses. The provision for credit losses during the three months ended June 30, 2025 was due primarily to additional reserves for risk-rated 5 loans in the office and life science sectors.
63
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
The following table summarizes the changes in our results of operations for the six months ended June 30, 2025 and 2024 (amounts in thousands, except per share data):
Six Months Ended June 30, | Increase (Decrease) | |||||||||||||||||||||||||
| 2025 | 2024 | Dollars | Percentage | |||||||||||||||||||||||
| Net Interest Income | ||||||||||||||||||||||||||
| Interest income | $ | 226,239 | $ | 300,869 | $ | (74,630) | (25) | % | ||||||||||||||||||
| Interest expense | 164,727 | 221,292 | (56,565) | (26) | ||||||||||||||||||||||
| Total net interest income | 61,512 | 79,577 | (18,065) | (23) | ||||||||||||||||||||||
| Other Income | ||||||||||||||||||||||||||
| Revenue from real estate owned operations | 6,914 | 10,763 | (3,849) | (36) | ||||||||||||||||||||||
| Income (loss) from equity method investments | (820) | 1,463 | (2,283) | (156) | ||||||||||||||||||||||
| Change in net assets of consolidated variable interest entity, CMBS trust | 41 | — | 41 | 100 | ||||||||||||||||||||||
| Gain (loss) on sale of investments | 1,192 | (615) | 1,807 | 294 | ||||||||||||||||||||||
| Other miscellaneous income | 2,248 | 3,224 | (976) | (30) | ||||||||||||||||||||||
| Total other income | 9,575 | 14,835 | (5,260) | (35) | ||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||
| Provision for credit losses, net | 74,711 | 37,811 | 36,900 | 98 | ||||||||||||||||||||||
| Expenses from real estate owned operations | 11,652 | 11,890 | (238) | (2) | ||||||||||||||||||||||
| Management fee to affiliate | 11,534 | 12,713 | (1,179) | (9) | ||||||||||||||||||||||
| General and administrative | 9,512 | 9,787 | (275) | (3) | ||||||||||||||||||||||
| Total operating expenses | 107,409 | 72,201 | 35,208 | 49 | ||||||||||||||||||||||
| Income (Loss) Before Income Taxes | (36,322) | 22,211 | (58,533) | (264) | ||||||||||||||||||||||
| Income tax expense | — | 112 | (112) | (100) | ||||||||||||||||||||||
| Net Income (Loss) | (36,322) | 22,099 | (58,421) | (264) | ||||||||||||||||||||||
Net income (loss) attributable to noncontrolling interests | (1,735) | (625) | (1,110) | (178) | ||||||||||||||||||||||
| Net Income (Loss) Attributable to KKR Real Estate Finance Trust Inc. and Subsidiaries | (34,587) | 22,724 | (57,311) | (252) | ||||||||||||||||||||||
| Preferred stock dividends | 10,652 | 10,652 | — | — | ||||||||||||||||||||||
| Participating securities' share in earnings | 736 | 588 | 148 | 25 | ||||||||||||||||||||||
| Net Income (Loss) Attributable to Common Stockholders | $ | (45,975) | $ | 11,484 | $ | (57,459) | (500) | |||||||||||||||||||
| Net Income (Loss) Per Share of Common Stock | ||||||||||||||||||||||||||
| Basic and Diluted | $ | (0.68) | $ | 0.17 | $ | (0.85) | (500) | |||||||||||||||||||
| Weighted Average Number of Shares of Common Stock Outstanding | ||||||||||||||||||||||||||
| Basic and Diluted | 67,974,243 | 69,404,906 | (1,430,663) | (2) | ||||||||||||||||||||||
| Dividends Declared per Share of Common Stock | $ | 0.50 | $ | 0.50 | $ | — | — | |||||||||||||||||||
64
Net Interest Income
Net interest income decreased by $18.1 million during the six months ended June 30, 2025, as compared to the corresponding period in the prior year. This decrease was due primarily to a reduced loan portfolio size as a result of repayments or other resolutions and lower index rates. We recorded $7.8 million of deferred loan fees and origination discounts accreted into interest income during the six months ended June 30, 2025, as compared to $9.6 million during the prior year period. In addition, we recorded $6.1 million of deferred financing costs amortization into interest expense during the six months ended June 30, 2025, as compared to $9.3 million during the prior year period.
Other Income
Total other income decreased by $5.3 million during the six months ended June 30, 2025, as compared to the prior year period. This decrease was due primarily to a $3.8 million decrease in revenue from REO operations and a $2.1 million operating loss related to our real estate asset equity method investment, which was partially offset by a $1.2 million gain on sale of REO investments during the current period.
Operating Expenses
Total operating expenses increased by $35.2 million during the six months ended June 30, 2025, as compared to the prior year period. This increase was due primarily to a $36.9 million change in the provision for credit losses. This change was due primarily to a higher provision for credit losses on risk-rated 5 loans in the office and life science sectors during the current period.
65
Liquidity and Capital Resources
Overview
We have capitalized our business to date primarily through the issuance and sale of our common stock and preferred stock, borrowings from three master repurchase agreements, and borrowings from our Non-Mark-to-Market Financing Sources, which were comprised of collateralized loan obligations, term lending agreements, term loan facility, secured term loan, asset specific financing, warehouse facility, and corporate Revolver. Our Non-Mark-to-Market Financing Sources, which accounted for 78% of our total financing as of June 30, 2025, are not subject to credit or capital markets mark-to-market provisions. The remaining 22% of our total financing, which are comprised of three master repurchase agreements, are only subject to credit marks.
Our primary sources of liquidity include $107.7 million of cash on our Condensed Consolidated Balance Sheets, $620.0 million of available capacity on our corporate Revolver, $29.0 million of available borrowings under our financing arrangements based on existing collateral, and cash flows from operations. In addition, we had $253.0 million of total unencumbered assets, including $206.3 million of real estate owned assets, $44.6 million of CMBS investments and $2.1 million of unencumbered senior loans, that can be financed, as of June 30, 2025. Our corporate Revolver and secured term loan are secured by corporate level guarantees and include net equity interests in the investment portfolio. We may seek additional sources of liquidity from syndicated financing, other borrowings (including borrowings not related to a specific investment) and future offerings of equity and debt securities.
Our primary liquidity needs include our ongoing commitments to repay the principal and interest on our borrowings and to pay other financing costs, financing our assets, meeting future funding obligations, making distributions to our stockholders, funding our operations that includes making payments to our Manager in accordance with the management agreement, and other general business needs. We believe that our cash position and sources of liquidity will be sufficient to meet anticipated requirements for financing, operating and other expenditures in both the short- and long-term, based on current conditions.
As described in Note 10 to our condensed consolidated financial statements, we have off-balance sheet arrangements related to VIEs that we account for by either consolidating or by using the equity method of accounting when we hold an economic interest or have a capital commitment. Our maximum risk of loss associated with our interests in these VIEs is limited to the carrying value of our net investment in such entities and any unfunded capital commitments. As of June 30, 2025, we held $9.1 million of net investment in a consolidated CMBS trust and $35.5 million of interests in a CMBS equity method investment.
To facilitate future offerings of equity, debt and other securities, we have in place an effective shelf registration statement (the “Shelf”) with the SEC. The amount of securities that may be issued pursuant to this Shelf is not to exceed $750 million. The securities covered by this Shelf include: (i) common stock, (ii) preferred stock, (iii) depository shares, (iv) debt securities, (v) warrants, (vi) subscription rights, (vii) purchase contracts, and (viii) units. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering material, at the time of any offering.
We have also entered into an equity distribution agreement with certain sales agents, pursuant to which we may sell, from time to time, up to an aggregate sales price of $100.0 million of our common stock, pursuant to a continuous offering program (the “ATM”), under the Shelf. Sales of our common stock made pursuant to the ATM may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act. During the six months ended June 30, 2025, we did not sell any shares of common stock under the ATM. As of June 30, 2025, $93.2 million remained available for issuance under the ATM.
See Notes 5, 6, 7 and 11 to our condensed consolidated financial statements for additional details regarding our secured financing agreements, collateralized loan obligations, secured term loan and stock activity.
66
Debt-to-Equity Ratio and Total Leverage Ratio
The following table presents our debt-to-equity ratio and total leverage ratio:
| June 30, 2025 | December 31, 2024 | |||||||||||||
Debt-to-equity ratio(A) | 2.0x | 1.6x | ||||||||||||
Total leverage ratio(B) | 3.9x | 3.6x | ||||||||||||
(A) Represents (i) total outstanding debt agreements (excluding non-recourse facilities) and secured term loan, less cash to (ii) KREF's stockholders' equity, in each case, at period end.
(B) Represents (i) total outstanding debt agreements, secured term loan, and collateralized loan obligations, less cash to (ii) KREF's stockholders' equity, in each case, at period end.
Sources of Liquidity
Our primary sources of liquidity include cash and cash equivalents and available borrowings under our secured financing agreements, inclusive of our Revolver. Amounts available under these sources as of the date presented are summarized in the following table (amounts in thousands):
| June 30, 2025 | December 31, 2024 | |||||||||||||
| Cash and cash equivalents | $ | 107,717 | $ | 104,933 | ||||||||||
| Available borrowings under revolving credit agreement | 620,000 | 530,000 | ||||||||||||
| Available borrowings under master repurchase agreements | 25,734 | 46,121 | ||||||||||||
| Available borrowings under term lending agreements | 3,237 | 3,234 | ||||||||||||
| Available borrowings under term loan agreements | — | 524 | ||||||||||||
| Total | $ | 756,688 | $ | 684,812 | ||||||||||
We also had $253.0 million of total unencumbered assets, including $206.3 million of real estate owned assets, $44.6 million of CMBS investments and $2.1 million of unencumbered senior loans as of June 30, 2025. In addition to our primary sources of liquidity, we have the ability to access further liquidity through our ATM program and public offerings of debt and equity securities. Our existing loan portfolio also provides us with liquidity as loans are repaid or sold, in whole or in part, and the proceeds from repayment become available for us to invest.
Cash Flows
The following table sets forth changes in cash and cash equivalents for the six months ended June 30, 2025 and 2024 (amounts in thousands):
| Six Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Cash Flows From Operating Activities | $ | 37,043 | $ | 65,131 | ||||||||||||||||
| Cash Flows From Investing Activities | 16,213 | 464,769 | ||||||||||||||||||
| Cash Flows From Financing Activities | (49,843) | (565,540) | ||||||||||||||||||
| Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash | $ | 3,413 | $ | (35,640) | ||||||||||||||||
Cash Flows from Operating Activities
Our cash flows from operating activities were primarily driven by our net interest income, which is a result of the income generated by our investments less financing costs. The following table sets forth interest received from, and paid for, our investments (amounts in thousands):
| Six Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Interest received | $ | 220,161 | $ | 295,490 | ||||||||||||||||
| Interest paid | 165,526 | 215,524 | ||||||||||||||||||
| Net interest collections | $ | 54,635 | $ | 79,966 | ||||||||||||||||
67
Our net interest collections were partially offset by cash used to pay management fees, as follows (amounts in thousands):
| Six Months Ended June 30, | ||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| Management Fees to affiliate | $ | 11,715 | $ | 12,863 | ||||||||||||||||
Cash Flows from Investing Activities
Our cash flows from investing activities primarily consisted of cash outflows for loan originations and funding commitments under existing loan investments, partially offset by cash inflows from loan repayments and net proceeds from the sale of real estate owned. During the six months ended June 30, 2025, we funded $626.5 million of CRE loans, received $629.8 million from the repayments and sale of CRE loans and received net proceeds of $30.3 million from the sale of REO investments.
During the six months ended June 30, 2024, we funded $186.4 million of CRE loans and received $660.7 million from the repayments of CRE loans.
Cash Flows from Financing Activities
During the six months ended June 30, 2025, our cash flows from financing activities were primarily driven by borrowing proceeds of $1,003.3 million under our secured financing agreements and proceeds of $209.8 million issued under our secured term loan, partially offset by repayments of $853.2 million on our secured financing agreements and repayments of $318.4 million on our collateralized loan obligations.
During the six months ended June 30, 2024, our cash flows from financing activities were primarily driven by (i) repayments of $771.5 million under our secured financing agreements and (ii) payment of $57.8 million in dividends, partially offset by borrowing proceeds of $266.6 million under our secured financing agreements.
68
Contractual Obligations and Commitments
The following table presents our contractual obligations and commitments (including interest payments) as of June 30, 2025 (amounts in thousands):
| Total | Less than 1 year | 1 to 3 years | 3 to 5 years | Thereafter | ||||||||||||||||||||||||||||
Master Repurchase Facilities(A) | $ | 1,100,178 | $ | 294,117 | $ | 702,767 | $ | 103,294 | $ | — | ||||||||||||||||||||||
Term Lending Agreements(A) | 910,546 | 47,705 | 572,905 | 189,936 | 100,000 | |||||||||||||||||||||||||||
| Warehouse Facility | — | — | — | — | — | |||||||||||||||||||||||||||
| Term Loan Facility | 542,551 | 35,785 | 427,112 | 79,654 | — | |||||||||||||||||||||||||||
| Asset Specific Facility | 361,717 | — | 361,717 | — | — | |||||||||||||||||||||||||||
Revolver(B) | 40,000 | 40,000 | — | — | — | |||||||||||||||||||||||||||
| Total secured financing agreements | 2,954,992 | 417,607 | 2,064,501 | 372,884 | 100,000 | |||||||||||||||||||||||||||
| Collateralized Loan Obligations | 1,447,873 | — | — | — | 1,447,873 | |||||||||||||||||||||||||||
| Secured Term Loan | 548,625 | 5,500 | 11,000 | 11,000 | 521,125 | |||||||||||||||||||||||||||
Interest payable(C) | 1,063,461 | 302,067 | 404,912 | 286,884 | 69,598 | |||||||||||||||||||||||||||
Future funding obligations(D) | 388,694 | 289,159 | 97,341 | 2,194 | — | |||||||||||||||||||||||||||
| CMBS investments | 4,324 | 4,324 | — | — | — | |||||||||||||||||||||||||||
| Total | $ | 6,407,969 | $ | 1,018,657 | $ | 2,577,754 | $ | 672,962 | $ | 2,138,596 | ||||||||||||||||||||||
(A) The allocation of repurchase facilities and term lending agreements is based on the earlier of (i) the maximum maturity of the underlying loans pledged as collateral or (ii) the maximum maturity of the respective financing agreements. Amounts borrowed are subject to a maximum 25.0% recourse limit.
(B) Any amounts borrowed are full recourse to certain subsidiaries of KREF. Amounts are estimated based on the amount outstanding under the Revolver and the interest rate in effect as of June 30, 2025. This is only an estimate as actual amounts borrowed, the timing of repayments and interest rates may vary over time. The Revolver matures in March 2030.
(C) The amounts are estimated by assuming the amounts outstanding under these facilities and the interest rates in effect as of June 30, 2025 will remain constant into the future. The actual amounts borrowed and rates may vary over time.
(D) We have future funding obligations related to our investments in senior loans. These future funding obligations primarily relate to construction projects, capital improvements, tenant improvements and leasing commissions. Generally, funding obligations are subject to certain conditions that must be met, such as customary construction draw certifications, minimum debt service coverage ratios, minimal debt yield tests, or executions of new leases before advances are made to the borrower. As such, the allocation of our future funding obligations is based on the earlier of the expected funding or commitment expiration date.
We are required to pay our Manager a base management fee, an incentive fee and reimbursements for certain expenses pursuant to our management agreement. The table above does not include the amounts payable to our Manager under our management agreement as they are not fixed and determinable. See Note 15 to our condensed consolidated financial statements included in this Form 10-Q for additional terms and details of the fees payable under our management agreement.
As a REIT, we generally must distribute at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, to stockholders in the form of dividends to comply with the REIT provisions of the Code. Our taxable income does not necessarily equal our net income as calculated in accordance with GAAP, or our Distributable Earnings as described above under "Key Financial Measures and Indicators — Distributable Earnings".
Subsequent Events
Our subsequent events are detailed in Note 18 to our condensed consolidated financial statements.
Critical Accounting Policies and Use of Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires our Manager to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. There have been no material changes to our Critical Accounting Policies and Use of Estimates described in our Annual Report on Form 10-K.
69
Allowance for Credit Losses
We originate and purchase CRE debt and related instruments generally to be held as long-term investments at amortized cost. We recognize and measure the allowance for credit losses under the Current Expected Credit Loss ("CECL") model, which requires us to estimate expected credit losses, not only based on historical experience and current conditions, but also by including reasonable and supportable forecasts incorporating forward-looking information. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, and off-balance sheet credit exposures such as unfunded loan commitments. The allowance for credit losses is deducted from the respective loans’ amortized cost basis on our Condensed Consolidated Balance Sheets. The allowance for credit losses attributed to unfunded loan commitments is included in “Other liabilities” on the Condensed Consolidated Balance Sheets.
We have estimated CECL reserves using the Weighted-Average Remaining Maturity, or WARM method, which has been identified as a loss-rate method for estimating CECL reserves by the Financial Accounting Standards Board (“FASB”). In estimating a CECL reserve using the WARM method, we reference historical loan loss data across a comparable data set and apply such loss rate to each loan over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. In certain instances, we might use other acceptable alternative approaches in the future depending on, among other factors, the type of loan, underlying collateral and availability of relevant historical market loan loss data.
To arrive at a CECL reserve using the WARM method, we considered various factors including (i) historical loss experience in the commercial real estate lending market, (ii) timing of expected repayments and expected loan future funding, (iii) and our current and future view of the macroeconomic environment for a reasonable and supportable forecast period. We derive a historical loss rate predominately based on a CMBS database with historical losses since 1998 provided by a third party. We focus on the most relevant subset of CMBS data that is determined to be the most comparable to our own portfolio. The historical loss rate is further adjusted to consider expected macroeconomic conditions, such as commercial real estate price indices, unemployment rates and market liquidity, over reasonable and supportable forecast periods. There is significant uncertainty related to future macroeconomic conditions. Therefore, we also consider other loan specific credit quality factors such as the risk rating of the loan, a near-term maturity, nature of construction loans, and economic conditions specific to the property type of the underlying collateral.
For collateral dependent loans that we determine foreclosure of the collateral is probable, we measure the expected losses based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date. For collateral dependent loans where we determine foreclosure is not probable, we apply a practical expedient to estimate expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan. A loan is determined to be collateral dependent if (i) a borrower or sponsor is experiencing financial difficulty, and (ii) the loan is expected to be substantially repaid through the sale of the underlying collateral; such determination requires the use of significant judgment and can be based on several factors subject to uncertainty. Considerations used in determination of financial difficulty may include, but are not limited to, whether the borrower's operating cash flow is sufficient to cover the current and future debt service requirements, the borrower’s ability to refinance the loan, market liquidity and other circumstances that can affect the borrower’s ability to satisfy its contractual obligations under the loan agreement.
Refer to Note 2 to our condensed consolidated financial statements for the description of our significant accounting policies.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. The guidance is effective for our 2027 annual reporting. The guidance is applied prospectively and may be applied retrospectively. We are evaluating the impact of ASU 2024-03.
70
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We seek to manage our risks related to the credit quality of our assets, interest rates, liquidity, prepayment rates and market value, while at the same time seeking to provide an opportunity to stockholders to realize attractive risk-adjusted returns. While risks are inherent in any business enterprise, we seek to quantify and justify risks in light of available returns and to maintain capital levels consistent with the risks we undertake.
Credit Risk
Our investments are subject to credit risk, including the risk of default. The performance and value of our investments depend upon the sponsors' ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, we review our investment portfolio and are in regular contact with the sponsors, monitoring performance of the collateral and enforcing our rights as necessary.
Inflation, rising interest rates and increasing costs may dampen consumer spending and slow corporate profit growth, which may negatively impact the value of underlying real estate collateral relating to our investments and impair our borrowers’ ability to execute on their business plans and potentially their ability to perform under the terms of their loan obligations. These risks may be exacerbated by recent changes in global tariff policies and escalating global trade tensions, which have introduced uncertainty in supply chains and material costs and have contributed to significant market volatility.
Credit Yield Risk
Credit yields measure the return demanded on financial instruments by the lending market based on their risk of default. Increasing supply of credit-sensitive financial instruments and reduced demand will generally cause the market to require a higher yield on such financial instruments, resulting in a lower price for the financial instruments we hold.
Interest Rate Risk
The composition of our investments is such that rising interest rates will increase our net income, while declining interest rates will generally decrease our net income. Rate floors relating to our loan portfolio may offset some of the impact from declining rates. There can be no assurance that we will continue to utilize rate floors. There can be no assurance of how our net income may be affected in future quarters, which will depend on, among other things, the interest rate environment and our then-current portfolio.
In addition to the risks related to fluctuations in cash flows and asset values associated with movements in interest rates, there is also the risk of non-performance on floating-rate assets. In the case of a significant increase in interest rates, the cash flows of the collateral real estate assets may not be sufficient to pay debt service due under our loans, which may contribute to non-performance or, in severe cases, default.
Although the Federal Reserve lowered interest rates three times during 2024, interest rates remain elevated and the timing, direction and extent of any future interest rate changes remain uncertain. In a period of declining interest rates, our interest income on floating-rate investments would generally decrease, while any decrease in the interest we are charged on our floating-rate debt may be subject to floors and may not compensate for such decrease in interest income. However, rate floors relating to our loan portfolio may offset some of the impact from declining rates. In addition, interest we are charged on fixed-rate debt would not change.
As of June 30, 2025, our accruing loan portfolio and related portfolio financing earned or paid a floating rate of interest indexed to Term SOFR. Accordingly, our interest income and expense will generally change directionally with index rates; however, in certain circumstances, rate floors relating to our loan portfolio may partially offset the impact from changing rates. As of June 30, 2025, a 50 basis point and a 100 basis point decrease in the index rates would decrease our expected cash flows by approximately $0.8 million and $1.5 million, or ($0.01) and ($0.02) per common share, respectively, for the following three-month period. Conversely, a 50 basis point and a 100 basis point increase in the index rates would increase our expected cash flows by approximately $0.8 million and $1.6 million, or $0.01 and $0.02 per common share, respectively, for the same period.
71
Prepayment Risk
Prepayment risk is the risk that principal will be repaid at an earlier date than anticipated, potentially causing the return on certain investments to be less than expected. As we receive prepayments of principal on our assets, any premiums paid on such assets are amortized against interest income. In general, an increase in prepayment rates accelerates the amortization of purchase premiums, thereby reducing the interest income earned on the assets. Conversely, discounts on such assets are accreted into interest income. In general, an increase in prepayment rates accelerates the accretion of purchase discounts, thereby increasing the interest income earned on the assets. Additionally, we may not be able to reinvest the principal repaid at the same or higher yield of the original investment.
Higher interest rates imposed by the Federal Reserve may lead to a decrease in prepayment speeds and an increase in the number of our borrowers who exercise extension options, which could extend beyond the term of certain secured financing agreements we use to finance our loan investments. This could have a negative impact on our results of operations, and in some situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.
Financing Risk
We finance our target assets using our repurchase facilities, term lending agreements, term loan facility, warehouse facility, asset based financing, revolving credit agreement, collateralized loan obligations, secured term loan and through syndicating senior participations in our originated senior loans. Over time, as market conditions change, we may use other forms of leverage in addition to these methods of financing. Weakness or volatility in the financial markets, the CRE and mortgage markets or the economy generally could adversely affect one or more of our lenders or potential lenders and could cause one or more of our lenders or potential lenders to be unwilling or unable to provide us with financing, or to decrease the amount of our available financing through a market to market, or to increase the costs of that financing.
Real Estate Risk
The market values of commercial real estate assets are subject to volatility and may be adversely affected by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.
72
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that the information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired controls.
As of June 30, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2025, our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
No change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) occurred during the quarter ended June 30, 2025 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
73
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The section entitled “Litigation” appearing in Note 14 of our condensed consolidated financial statements included in this Form 10-Q is incorporated herein by reference.
ITEM 1A. RISK FACTORS
For information regarding the risk factors that could affect the Company’s business, results of operations, financial condition and liquidity, see the information under Part I, Item 1A. “Risk Factors” in the Form 10-K, which is accessible on the SEC’s website at www.sec.gov. There have been no material changes to the risk factors previously disclosed in the Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
Under the Company's current share repurchase program, which was originally announced on May 9, 2018, and subsequently extended and/or increased on June 17, 2019, June 15, 2020 and February 3, 2023, we may repurchase up to an aggregate of $100.0 million of our common stock effective as of February 3, 2023, of which up to $50.0 million may be repurchased under a pre-set trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act, and provide for repurchases of common stock when the market price per share is below book value per share (calculated in accordance with GAAP as of end of the most recent quarterly period for which financial statements are available), and the remaining $50.0 million may be used for repurchases in the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions or otherwise. The timing, manner, price and amount of any common stock repurchases will be determined by us in our discretion and will depend on a variety of factors, including legal requirements, price and economic considerations, and market conditions. The program does not require us to repurchase any specific number of shares of common stock. The program does not have an expiration date and may be suspended, modified or discontinued at any time.
The following table sets forth information regarding purchases of shares of our common stock during the three months ended June 30, 2025 (amounts in thousands, except share and per share data):
| Period Beginning | Period Ending | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced program | Amounts paid for shares purchased as part of publicly announced program | Approximate dollar value of shares that may yet be purchased under the program | ||||||||||||||||||||||||||||||||
| April 1, 2025 | April 30, 2025 | 68,207 | $ | 9.56 | 7,802,058 | $ | 652 | $ | 79,544 | |||||||||||||||||||||||||||||
| May 1, 2025 | May 31, 2025 | 1,267,000 | 9.23 | 9,069,058 | 11,700 | 67,844 | ||||||||||||||||||||||||||||||||
| June 1, 2025 | June 30, 2025 | 835,697 | 9.15 | 9,904,755 | 7,648 | 60,196 | ||||||||||||||||||||||||||||||||
| Total/Average | 2,170,904 | $ | 9.21 | $ | 20,000 | |||||||||||||||||||||||||||||||||
As of June 30, 2025, we had $60.2 million of remaining capacity to repurchase shares under the program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
74
ITEM 6. EXHIBITS
| Exhibit Description | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 32.2 | ||||||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||||||
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101. | |||||||
75
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 thereunto duly authorized.
| KKR REAL ESTATE FINANCE TRUST INC. | |||||||||||
| Date: | July 22, 2025 | By: | /s/ Matthew A. Salem | ||||||||
| Name: Matthew A. Salem | |||||||||||
| Title: Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
| Date: | July 22, 2025 | By: | /s/ Kendra L. Decious | ||||||||
| Name: Kendra L. Decious | |||||||||||
| Title: Chief Financial Officer and Treasurer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
76
Exhibit 10.2
RESTRICTED STOCK UNIT GRANT NOTICE
FOR NON-EMPLOYEE DIRECTORS
UNDER THE
KKR REAL ESTATE FINANCE TRUST INC.
2025 OMNIBUS INCENTIVE PLAN
KKR Real Estate Finance Trust Inc. (the “Company”), pursuant to its 2025 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted
Stock Units (“RSUs”) set forth below. The RSUs are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their
entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.
|
Participant:
|
[●]
|
|
Date of Grant:
|
[●]
|
|
Number of RSUs:
|
[●]
|
|
Vesting Commencement Date:
|
[●]
|
|
Vesting Schedule:
|
Provided the Participant has not undergone a Termination prior to an applicable vesting date, 100% of the RSUs granted hereunder shall vest on the earlier of (i) the first anniversary of
the Vesting Commencement Date and (ii) the first regularly scheduled annual meeting of the stockholders of the Company following the Date of Grant (the “Vesting Date”), and such RSUs shall be settled in accordance with the
provisions of the Restricted Stock Unit Agreement attached. Notwithstanding the foregoing, if the Participant undergoes a Termination prior to the Vesting Date due to the Participant’s death or Disability, then the RSUs that have not
vested prior to such Vesting Date shall be immediately fully vested, but shall be settled on the earlier of (i) the Vesting Date and (ii) a Change in Control that also satisfies the definition of a change in the ownership or effective
control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code.
Notwithstanding the above, in the event of a Change in Control that occurs during the Participant’s continued service with the Company, the RSUs will
|
|
immediately vest on the date of such Change in Control.
|
* * *
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS
HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.
|
KKR REAL ESTATE FINANCE TRUST INC.
|
PARTICIPANT
|
|
|
By:
|
Name:
|
|
|
Title:
|
2
RESTRICTED STOCK UNIT AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
UNDER THE
KKR REAL ESTATE FINANCE TRUST INC.
2025 OMNIBUS INCENTIVE PLAN
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit
Agreement (this “Restricted Stock Unit Agreement”) and the KKR Real Estate Finance Trust Inc. 2025 Omnibus Incentive Plan (the “Plan”), KKR Real Estate Finance Trust Inc. (the “Company”) and the Participant agree as follows.
The Grant Notice is incorporated into and deemed a part of this Restricted Stock Unit Agreement. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Grant of Restricted Stock Units. Subject
to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units (“RSUs”) provided in the Grant Notice (with each RSU representing an unfunded, unsecured
right to receive one share of Common Stock upon vesting).
2. Vesting. Subject to the conditions contained herein and in the Plan, the RSUs shall vest as provided in the Grant Notice.
3. Settlement of Restricted Stock Units. Subject to any election under the Company’s Director and Officer Deferral Plan, as may be amended from time to time (a “Deferral Plan Election”), payment in settlement of any vested RSU shall be made in Common
Stock as soon as practicable following the applicable vesting date but in no event later than 60 days following such date. To the extent that a Deferral Plan Election is in effect as of the Date of Grant, settlement of vested RSUs shall instead
be governed by the terms of such Deferral Plan Election.
4. Treatment of Restricted Stock Units Upon
Termination. Except as provided in the Grant Notice, the provisions of Section 9(c)(ii) of the Plan are incorporated herein by reference and made a part hereof.
5. Company; Participant.
(a) The term “Company” as used in this Restricted Stock Unit Agreement with reference to service with
the Company shall include the Company and its subsidiaries.
(b) Whenever the word “Participant” is used in any provision of this Restricted Stock Unit Agreement
under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the RSUs may be transferred by will or by the laws of descent and distribution, the word “Participant”
shall be deemed to include such person or persons.
6. Non-Transferability. The RSUs are not transferable by the Participant except to Permitted Transferees in accordance with Section 13(b) of the Plan. Except as otherwise
3
provided herein, no assignment or transfer of the RSUs, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever,
but immediately upon such assignment or transfer the RSU shall terminate and become of no further effect.
7. Rights as Stockholder. The Participant or a Permitted Transferee of the RSUs shall have no rights as a stockholder with respect to any share of Common Stock underlying an RSU unless and until the Participant shall have become the holder of
record or the beneficial owner of such Common Stock and, subject to Section 9 of this Restricted Stock Unit Agreement and Section 11 of the Plan, no adjustment shall be made for dividends or distributions or other rights in respect of such
share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.
8. Tax Withholding. The provisions of Section 13(d)(i) of the Plan are incorporated herein by reference and made a part hereof. Except in the event the Committee permits a Participant to satisfy any of the required withholding in a
different manner than provided herein and the Participant agrees in writing to such manner of withholding, (which may include the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) that have been
held by the Participant for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying GAAP) having a Fair Market Value equal to such withholding
liability), any required withholding will be satisfied by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Award a number of shares with a Fair Market
Value equal to such withholding liability, provided that the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability.
9. Dividend Equivalents. The RSUs granted hereunder shall be entitled to dividend equivalent payments upon the payment by the Company of dividends on shares of Common Stock in the same form and in an amount equal to the amount of such
dividends. Dividend equivalents under this Section 9 shall be fully vested upon payment.
10. Clawback/Repayment. All RSUs shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (1) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in
effect from time to time, and (2) applicable law. The Committee may also provide that if the Participant receives any amount in excess of the amount that the Participant should have otherwise received under the terms of the RSUs for any reason
(including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company.
11. Detrimental Activity. Notwithstanding anything to the contrary contained in the Plan, the Grant Notice or this Restricted Stock Unit Agreement, if a Participant has engaged or engages in any Detrimental Activity, the Committee may, in its
sole discretion, (1) cancel any or all of the RSUs, and/or (2) require the Participant to forfeit any after-tax gain realized on the vesting of such RSUs, and to repay the gain promptly to the Company.
4
12. Notice. Every notice or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as
may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or
communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may
be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any
third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
13. No Right to Continued Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as a service provider to the Company.
14. Binding Effect. This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.
15. Waiver and Amendments. Except as otherwise set forth in Section 12 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Restricted Stock Unit Agreement shall be valid only if made in writing and signed
by the parties hereto; provided, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their
rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
16. Governing Law. This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Maryland, without regard to the principles of conflicts of law thereof. Notwithstanding anything
contained in this Restricted Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted Stock Unit Agreement, the Grant Notice or the
Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Maryland.
17. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan
shall govern and control.
18. Section 409A. It is intended that the RSUs granted hereunder are intended and shall be construed to comply with Section 409A of the Code (including the requirements applicable to, or the conditions for exemption from treatment as, a
“deferral of compensation” or
5
“deferred compensation” as those terms are defined in the regulations under Section 409A, whether by reason of short-term deferral treatment or other exceptions or provisions).
6
Exhibit 10.3
RESTRICTED STOCK UNIT GRANT NOTICE
UNDER THE
KKR REAL ESTATE FINANCE TRUST INC.
2025 OMNIBUS INCENTIVE PLAN
KKR Real Estate Finance Trust Inc. (the “Company”), pursuant to its 2025 Omnibus Incentive Plan (the “Plan”), hereby grants to the Participant set forth below the number of Restricted Stock Units (“RSUs”)
set forth below. The RSUs are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Unit Agreement (attached hereto), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not
otherwise defined herein shall have the meaning set forth in the Plan.
|
Participant:
|
[●]
|
|
Date of Grant:
|
[●]
|
|
Number of RSUs:
|
[●]
|
|
Vesting Commencement Date:
|
[●]
|
|
Vesting Schedule:
|
Provided the Participant has not previously undergone a Termination, [●] of the RSUs granted hereunder shall vest on each of the first [●] anniversaries of the Vesting Commencement Date (each, a “Vesting
Date”), and such RSUs shall be settled in accordance with the provisions of the Restricted Stock Unit Agreement attached. Notwithstanding the foregoing, if the Participant undergoes a Termination prior to an applicable Vesting Date
due to the Participant’s death or Disability, then the RSUs that have not vested prior to such Vesting Date shall be immediately fully vested, but shall be settled on the earlier of (i) each subsequent Vesting Date and (ii) a Change in
Control that also satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code.
|
|
Minimum Retained Ownership
Percentage:
|
[●]%
|
* * *
THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK UNITS
HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK UNIT GRANT NOTICE, THE RESTRICTED STOCK UNIT AGREEMENT AND THE PLAN.
|
KKR REAL ESTATE FINANCE TRUST INC.
|
PARTICIPANT
|
|
|
By:
|
Name:
|
|
|
Title:
|
2
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE
KKR REAL ESTATE FINANCE TRUST INC.
2025 OMNIBUS INCENTIVE PLAN
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Unit
Agreement (this “Restricted Stock Unit Agreement”) and the KKR Real Estate Finance Trust Inc. 2025 Omnibus Incentive Plan (the “Plan”), KKR Real Estate Finance Trust Inc. (the “Company”) and the Participant agree as follows.
The Grant Notice is incorporated into and deemed a part of this Restricted Stock Unit Agreement. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
1. Grant of Restricted Stock Units. Subject
to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of Restricted Stock Units (“RSUs”) provided in the Grant Notice (with each RSU representing an unfunded, unsecured
right to receive one share of Common Stock upon vesting).
2. Vesting. Subject to the conditions contained herein and in the Plan, the RSUs shall vest as provided in the Grant Notice.
3. Settlement of Restricted Stock Units. Subject to any election under the Company’s Director and Officer Deferral Plan, as may be amended from time to time (a “Deferral Plan Election”), payment in settlement of any vested RSU shall be made in Common
Stock as soon as practicable following the applicable vesting date but in no event later than 60 days following such date. To the extent that a Deferral Plan Election is in effect as of the Date of Grant, settlement of vested RSUs shall instead
be governed by the terms of such Deferral Plan Election.
4. Treatment of Restricted Stock Units Upon
Termination. Except as provided in the Grant Notice, the provisions of Section 9(c)(ii) of the Plan are incorporated herein by reference and made a part hereof.
5. Company; Participant.
(a) The term “Company” as used in this Restricted Stock Unit Agreement with reference to service with
the Company shall include the Company and its subsidiaries.
(b) Whenever the word “Participant” is used in any provision of this Restricted Stock Unit Agreement
under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the RSUs may be transferred by will or by the laws of descent and distribution, the word “Participant”
shall be deemed to include such person or persons.
6. Non-Transferability. The RSUs are not transferable by the Participant except to Permitted Transferees in accordance with Section 13(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the RSUs, or of the rights
represented thereby,
3
whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the RSU shall
terminate and become of no further effect.
7. Rights as Stockholder. The Participant or a Permitted Transferee of the RSUs shall have no rights as a stockholder with respect to any share of Common Stock underlying an RSU unless and until the Participant shall have become the holder of
record or the beneficial owner of such Common Stock and, subject to Section 9 of this Restricted Stock Unit Agreement and Section 11 of the Plan, no adjustment shall be made for dividends or distributions or other rights in respect of such
share of Common Stock for which the record date is prior to the date upon which the Participant shall become the holder of record or the beneficial owner thereof.
8. Tax Withholding. The provisions of Section 13(d)(i) of the Plan are incorporated herein by reference and made a part hereof. Except in the event the Committee permits the Participant to satisfy any of the required withholding in a
different manner than provided herein and the Participant agrees in writing to such manner of withholding, (which may include the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) that have been
held by the Participant for at least six (6) months (or such other period as established from time to time by the Committee in order to avoid adverse accounting treatment applying GAAP) having a Fair Market Value equal to such withholding
liability), any required withholding will be satisfied by having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the settlement of the Award a number of shares of Common Stock with a
Fair Market Value equal to such withholding liability, provided that the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability. The Committee has the discretion to allow the
Participant to satisfy, in whole or in part, any additional income, employment and/or other applicable taxes payable by the Participant with respect to the RSUs by electing to have the Company withhold from the shares of Common Stock otherwise
issuable or deliverable to, or that would otherwise be retained by the Participant upon the vesting or settlement of the RSUs, as applicable, shares of Common Stock having an aggregate Fair Market Value that is greater than the applicable
minimum required statutory withholding liability (but such withholding may in no event be in excess of the maximum statutory withholding amounts in the Participant’s relevant tax jurisdictions).
9. Dividend Equivalents. The RSUs granted hereunder shall be entitled to dividend equivalent payments upon the payment by the Company of dividends on shares of Common Stock in the same form and in an amount equal to the amount of such
dividends. Dividend equivalents under this Section 9 shall be fully vested upon payment.
10. Clawback/Repayment. All RSUs shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (1) any clawback, forfeiture or other similar policy adopted by the Board or the Committee and as in
effect from time to time, and (2) applicable law. The Committee may also provide that if the Participant receives any amount in excess of the amount that the Participant should have otherwise received under the terms of the RSUs for any reason
(including, without limitation, by reason of a financial
4
restatement, mistake in calculations or other administrative error), the Participant shall be required to repay any such excess amount to the Company.
11. Detrimental Activity. Notwithstanding anything to the contrary contained in the Plan, the Grant Notice or this Restricted Stock Unit Agreement, if a Participant has engaged or engages in any Detrimental Activity, the Committee may, in its
sole discretion, (1) cancel any or all of the RSUs, and/or (2) require the Participant to forfeit any after-tax gain realized on the vesting of such RSUs, and to repay the gain promptly to the Company.
12. Notice. Every notice or other communication relating to this Restricted Stock Unit Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as
may from time to time be designated by it in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or
communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company Secretary, and all notices or communications by the Company to the Participant may
be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any
third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.
13. No Right to Continued Service. This Restricted Stock Unit Agreement does not confer upon the Participant any right to continue as a service provider to the Company.
14. Binding Effect. This Restricted Stock Unit Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.
15. Waiver and Amendments. Except as otherwise set forth in Section 12 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Restricted Stock Unit Agreement shall be valid only if made in writing and signed
by the parties hereto; provided, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their
rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.
16. Governing Law. This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Maryland, without regard to the principles of conflicts of law thereof. Notwithstanding anything
contained in this Restricted Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted Stock Unit Agreement, the Grant Notice or the
Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Maryland.
5
17. Plan. The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Unit Agreement, the Plan
shall govern and control.
18. Section 409A. It is intended that the RSUs granted hereunder are intended and shall be construed to comply with Section 409A of the Code (including the requirements applicable to, or the conditions for exemption from treatment as, a
“deferral of compensation” or “deferred compensation” as those terms are defined in the regulations under Section 409A, whether by reason of short-term deferral treatment or other exceptions or provisions).
19. Minimum Retained Ownership Requirement.
(a) If a Minimum Retained Ownership Percentage is indicated in the Grant Notice attached hereto or if the
Participant has otherwise been notified by the Company in writing, then, for so long as the Participant has not undergone a Termination, the Participant (collectively with all Family Related Holders (defined below) who become Other Holders
(defined below), if applicable) must continuously hold an aggregate number of Common Stock Equivalents (defined below) that is at least equal to the Minimum Retained Ownership Percentage of the cumulative amount of (x) all RSUs granted to the
Participant under this Restricted Stock Unit Agreement and (y) all other RSUs or other Awards that have been or are hereafter granted to the Participant under the Plan, in the case of both clauses (x) and (y), that have become vested pursuant
to Section 2 of this Restricted Stock Unit Agreement or a provision similar to Section 2 of this Restricted Stock Unit Agreement, prior to the application of any net settlement or reduction of the number of shares of Common Stock deliverable
under the Award to satisfy withholding as contemplated by Section 8 hereof and Section 13 of the Plan or provision similar to Section 8 hereof.
(b) “Family Related Holder” means, in respect of the Participant, any of the following: (i) such
Participant’s spouse, parents, parents-in-law, children, siblings and siblings-in-law, descendants of siblings, and grandchildren, (ii) any trust or other personal or estate planning vehicle established by such Participant, (iii) any charitable
organization established by such Participant, and (iv) any successor-in-interest to such Participant, including but not limited to a conservator, executor or other personal representative.
(c) “Other Holder” means any Person that holds an RSU other than the Participant.
(d) “Common Stock Equivalents” means any combination of (i) RSUs that are or become vested pursuant to
Section 2 of this Restricted Stock Unit Agreement and shares of Common Stock delivered upon settlement of any such RSUs and (ii) Awards granted to the Participant under the Plan but not under this Restricted Stock Unit Agreement that are or
become vested pursuant to a provision similar to Section 2 of this Restricted Stock Unit Agreement and shares of Common Stock delivered upon settlement of any such RSUs.
6
(e) The provisions of this Section 19 may from time to time be waived by any officer or director of the
Company (except with respect to his or her own Award), subject to the imposition of any conditions or further requirements as determined by the Committee in its sole discretion. Without limiting the foregoing, (i) the Committee may impose
equivalent transfer restrictions on the Participant’s other equity, if any, held in the Company (including any other Awards) to the extent that the provisions of this Section 19 are waived, and (ii) the Participant hereby consents in advance to
the imposition of such equivalent transfer restrictions for purposes of the governing documents of the Participant’s other equity, if any, held in the Company (including any other Awards) to the extent the application of this Section 19 to the
Common Stock Equivalents is otherwise waived in accordance herewith.
(f) Any purported transfer of any shares of Common Stock that would result in a violation of this Section 19
is null and void. Notwithstanding anything to the contrary contained in this Restricted Stock Unit Agreement, this Section 19 shall survive any termination of this Restricted Stock Unit Agreement.
7
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Matthew A. Salem, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 of KKR Real Estate Finance Trust Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Matthew A. Salem | ||||
| Matthew A. Salem | |||||
| Chief Executive Officer and Director | |||||
| (Principal Executive Officer) | |||||
| July 22, 2025 | |||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Kendra L. Decious, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 of KKR Real Estate Finance Trust Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Kendra L. Decious | ||||
| Kendra L. Decious | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
| July 22, 2025 | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of KKR Real Estate Finance Trust Inc. (the “Company”) for the quarterly period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew A. Salem, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Matthew A. Salem | ||||
| Matthew A. Salem | |||||
| Chief Executive Officer and Director | |||||
| (Principal Executive Officer) | |||||
July 22, 2025
* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of KKR Real Estate Finance Trust Inc. (the “Company”) for the quarterly period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kendra L. Decious, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| By: | /s/ Kendra L. Decious | ||||
| Kendra L. Decious | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
July 22, 2025
* The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.