FBRED-C Feeder REIT Trust Reports $4 Net Income in Organizational Period

TL;DR

**FBRED-C is a shell with $4 in revenue, waiting for its Q1 2026 launch to funnel non-U.S. money into FBRED's real estate debt plays – pure pre-operational speculation.**

AI Summary

FBRED-C Feeder REIT Trust, formed on March 6, 2025, reported total revenue of $4 for the three months ended September 30, 2025, and for the period from inception through September 30, 2025, derived solely from interest earned on cash. The company recorded no expenses, resulting in a net income of $4 for both periods. As of September 30, 2025, total assets were $1,004, consisting entirely of cash. Equity totaled $1,004, comprising $1 from 40 common shares issued, $999 in additional paid-in capital, and $4 in accumulated earnings. The company was capitalized by an initial capital contribution of $1,000 from BSP Fund Holdco (Debt Strategy) LP on July 31, 2025. FBRED-C Feeder REIT Trust intends to qualify as a REIT for U.S. federal income tax purposes starting December 31, 2026, and will be externally managed by Benefit Street Partners, L.L.C. Its primary strategic outlook is to invest in common stock of Franklin BSP Real Estate Debt, Inc. (FBRED) as an investment vehicle for non-U.S. investors, with principal operations expected to commence in Q1 2026.

Why It Matters

This filing reveals FBRED-C Feeder REIT Trust is in its nascent stages, acting as a feeder fund for non-U.S. investors into Franklin BSP Real Estate Debt, Inc. (FBRED). For investors, understanding this structure is crucial as their returns will be directly tied to FBRED's performance in originating senior floating-rate mortgage loans and other real estate assets. The external management by Benefit Street Partners, L.L.C. also means investors are exposed to the adviser's expertise and potential conflicts of interest. The competitive context is that this REIT aims to tap into the real estate debt market, particularly multifamily lending, which is a competitive sector, and its success will depend on FBRED's ability to generate high current income while maintaining downside protection.

Risk Assessment

Risk Level: high — The company is in its organizational period with no principal operations commenced as of September 30, 2025, and has only $1,004 in total assets. It is entirely dependent on its Adviser, Benefit Street Partners, L.L.C., and the successful launch of its private offering in Q1 2026, making its future highly uncertain and speculative.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Wait for the company to commence principal operations, establish a track record, and provide more detailed financial performance metrics related to its investment in FBRED before considering any investment.

Financial Highlights

debt To Equity

0.0

revenue

$4

operating Margin

N/A

total Assets

$1,004

total Debt

$0

net Income

$4

eps

$0.10

gross Margin

N/A

cash Position

$1,004

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $4 — Total Revenue (for the three months ended September 30, 2025, and from inception)
• $4 — Net Income (for the three months ended September 30, 2025, and from inception)
• $1,004 — Total Assets (as of September 30, 2025, consisting entirely of cash)
• $1,000 — Initial Capital Contribution (from BSP Fund Holdco (Debt Strategy) LP on July 31, 2025)
• 40 — Common Shares Outstanding (as of November 10, 2025)
• $0.10 — Net income per redeemable common share (basic and diluted for the three months ended September 30, 2025)
• $0.5 million — Organization and offering expenses incurred by Adviser (as of September 30, 2025, not yet recorded on balance sheet)
• 2026 — Expected REIT qualification year (for U.S. federal income tax purposes)
• Q1 2026 — Expected commencement of principal operations (following initial closing of private offering)

Key Players & Entities

• FBRED-C Feeder REIT Trust (company) — registrant
• Benefit Street Partners, L.L.C. (company) — external manager and Adviser
• Franklin BSP Real Estate Debt, Inc. (company) — target investment vehicle for FBRED-C Feeder REIT Trust
• BSP Fund Holdco (Debt Strategy) LP (company) — Initial Investor
• Franklin BSP Real Estate Debt Cayman Access Fund (FBRED-C) L.P. (company) — Indirect Parent
• SEC (regulator) — Securities and Exchange Commission
• Maryland (other) — state of incorporation
• Chief Executive Officer/President (person) — part of the CODM
• Chief Financial Officer/Chief Operating Officer (person) — part of the CODM

FAQ

Risk Factors

• Dependency on Adviser [medium — operational]: The Company is dependent on Benefit Street Partners, L.L.C. (the Adviser) for essential services including share sales and administrative duties. A failure by the Adviser to provide these services would necessitate finding alternative providers.
• REIT Qualification Requirements [high — regulatory]: The Company intends to qualify as a REIT starting December 31, 2026. Failure to meet the ongoing organizational and operational requirements for REIT status could result in corporate income tax, impacting profitability.
• Organization and Offering Expenses [medium — financial]: As of September 30, 2025, the Adviser had incurred approximately $0.5 million in organization and offering expenses on behalf of the Company. These costs are not yet recorded on the balance sheet and will impact equity upon completion of the offering.
• Investment Strategy Risk [high — market]: The Company's primary strategy is to invest in the common stock of Franklin BSP Real Estate Debt, Inc. (FBRED). The performance of FBRED will directly impact the Company's results, and any adverse performance of FBRED will negatively affect the Company.

Industry Context

The real estate debt investment sector is characterized by its sensitivity to interest rate movements and credit market conditions. REITs, in general, aim to provide stable income streams to investors, but debt-focused REITs like FBRED are more exposed to credit risk and the performance of underlying loan portfolios. The competitive landscape includes various specialized funds and BDCs (Business Development Companies) vying for attractive debt opportunities.

Regulatory Implications

As a planned REIT, FBRED-C Feeder REIT Trust must adhere to strict U.S. federal income tax rules regarding asset ownership, income sources, and distribution requirements. Failure to comply can result in loss of REIT status and significant tax liabilities. The company is also subject to SEC regulations due to its investment adviser being registered with the SEC.

What Investors Should Do

1. Monitor Adviser's performance and fee structure.
2. Evaluate the underlying investment strategy of FBRED.
3. Track progress towards REIT qualification.
4. Assess the impact of unrecorded organization and offering expenses.

Key Dates

• 2025-03-06: Company Formation — Marks the legal inception of FBRED-C Feeder REIT Trust.
• 2025-07-31: Initial Capital Contribution — BSP Fund Holdco (Debt Strategy) LP contributed $1,000, providing initial funding for operations.
• 2025-09-30: Period End for Financial Statements — First reporting period for financial statements, showing minimal revenue and assets.
• 2026-12-31: Expected REIT Qualification Year — Target date for the Company to qualify as a REIT, crucial for its tax structure and operational model.
• 2026-01-01: Expected Commencement of Principal Operations — Indicates when the Company anticipates actively beginning its investment activities.

Glossary

REIT

Real Estate Investment Trust. A company that owns, operates, or finances income-generating real estate. (The Company's stated intention is to qualify as a REIT, which dictates its investment strategy and tax treatment.)

Adviser

Benefit Street Partners, L.L.C., the external manager responsible for the Company's day-to-day operations and investment decisions. (Highlights the reliance on a third-party manager for operational execution and strategic direction.)

FBRED

Franklin BSP Real Estate Debt, Inc., the underlying investment vehicle in which FBRED-C Feeder REIT Trust plans to invest. (Defines the primary asset and source of returns for the Company.)

NAV

Net Asset Value. The value of an entity's assets minus its liabilities, often calculated on a per-share basis. (Used to determine the purchase price of the Company's common shares in its ongoing private offering.)

Organization and Offering Costs

Expenses incurred in establishing the company and preparing for its public or private offering. (Significant unrecorded costs of $0.5 million highlight future impacts on equity and potential liabilities.)

Year-Over-Year Comparison

This is the first 10-Q filing for FBRED-C Feeder REIT Trust, as it was formed on March 6, 2025. Therefore, there are no prior period financial statements or metrics to compare against. The current filing reflects the initial capitalization and minimal operational activity, with all assets held as cash and revenue solely from interest income.

Key Financial Figures

• $0.001 — 0 common shares of beneficial interest, $0.001 par value, outstanding. Table of Conte
• $1,000 — ares for an aggregate purchase price of $1,000 on July 31, 2025. As of September 30,
• $4 — nterest earned on cash held in banks of $4 was recorded to Revenue on the Statemen
• $0.5 million — the Adviser has advanced approximately $0.5 million of organization and offering expenses o

Filing Documents

• fbred-20250930x10q.htm (10-Q) — 230KB
• fbred-20250930xex31d1.htm (EX-31.1) — 11KB
• fbred-20250930xex31d2.htm (EX-31.2) — 11KB
• fbred-20250930xex32.htm (EX-32) — 8KB
• 0001104659-25-109315.txt ( ) — 1273KB
• fbred-20250930.xsd (EX-101.SCH) — 13KB
• fbred-20250930_cal.xml (EX-101.CAL) — 8KB
• fbred-20250930_def.xml (EX-101.DEF) — 8KB
• fbred-20250930_lab.xml (EX-101.LAB) — 87KB
• fbred-20250930_pre.xml (EX-101.PRE) — 62KB
• fbred-20250930x10q_htm.xml (XML) — 58KB

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements (Unaudited)

Item 1. Financial Statements (Unaudited) 2 Balance Sheet as of September 30, 2025 (Unaudited) 2 3 4 5

Notes to Financial Statements (Unaudited)

Notes to Financial Statements (Unaudited) 6

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9

Quantitative and Qualitative Disclosures About Market Risk

Item 3. Quantitative and Qualitative Disclosures About Market Risk 12

Controls and Procedures

Item 4. Controls and Procedures 12

- OTHER INFORMATION

PART II - OTHER INFORMATION

Legal Proceedings

Item 1. Legal Proceedings 13

Risk Factors

Item 1A. Risk Factors 13

Unregistered Sales of Equity Securities and Use of Proceeds

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13

Defaults Upon Senior Securities

Item 3. Defaults Upon Senior Securities 13

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 13

Other Information

Item 5. Other Information 13

Exhibits

Item 6. Exhibits 14

Signatures

Signatures 15 Table of Contents

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

FINANCIAL STATEMENTS (Unaudited)

ITEM 1. FINANCIAL STATEMENTS (Unaudited) FBRED-C Feeder REIT Trust BALANCE SHEET (Unaudited) As of September 30, 2025 Assets Cash $ 1,004 Total assets $ 1,004 Liability and Equity Total liabilities $ — Commitments and Contingencies (See Note 5) Equity Common Shares, $ 0.001 par value per share, 100,000 shares authorized, 40 shares issued and outstanding 1 Additional paid-in capital 999 Accumulated earnings 4 Total equity 1,004 Total liabilities and equity $ 1,004 The accompanying notes are an integral part of these financial statements. 2 Table of Contents FBRED-C Feeder REIT Trust (Unaudited) March 6, 2025 (Date Three Months Ended of Inception) through September 30, 2025 September 30, 2025 Revenue $ 4 $ 4 Total Revenue $ 4 $ 4 Expenses $ — $ — Total Expenses $ — $ — Net Income $ 4 $ 4 Net income (loss) per redeemable common share, basic and diluted $ 0.10 $ 0.10 Weighted average common shares outstanding, basic and diluted 40 40 The accompanying notes are an integral part of these financial statements. 3 Table of Contents FBRED-C Feeder REIT Trust (Unaudited) Additional Common Shares Paid Accumulated Shares Par Value in Capital Earnings Total Equity Balance at March 6, 2025 (Date of Inception) — $ — $ — — $ — Balance at March 31, 2025 — $ — $ — — $ — Balance at June 30, 2025 — $ — $ — — $ — Net income — — — 4 4 Common shares of beneficial interest 40 1 999 — 1,000 Balance at September 30, 2025 40 $ 1 $ 999 4 $ 1,004 The accompanying notes are an integral part of these financial statements. 4 Table of Contents FBRED-C Feeder REIT Trust (Unaudited) For the Period From March 6, 2025 (Date of Inception) to September 30, 2025 Net income $ 4 Cash f

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS Note 1 – Organization FBRED-C Feeder REIT Trust (the "Company") was formed on March 6, 2025 as a Maryland statutory trust and intends to qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes. The Company has been formed to invest in common stock of Franklin BSP Real Estate Debt, Inc. ("FBRED"). The Company will be externally managed by Benefit Street Partners, L.L.C. (the "Adviser"). The Adviser is a limited liability company that is registered as an investment adviser with the Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Adviser oversees the management of the Company's activities and is responsible for making investment decisions with respect to the Company's portfolio. The Company has been formed to act as an investment vehicle through which certain non-U.S. investors can indirectly invest in FBRED's common stock via Franklin BSP Real Estate Debt Cayman Access Fund (FBRED-C) L.P. (the "Indirect Parent"). The Indirect Parent invests in the Company directly (the "Shareholder Loan") and also indirectly through FBRED-C Feeder Subsidiary Fund, L.P. ("Cayman Feeder Sub"). The Company intends to invest in various classes of the common stock of FBRED and expects to authorize, offer and sell its common shares of beneficial interest to the Cayman Feeder Sub on a one -for-one ratio corresponding to its investment in common stock of FBRED. Accordingly, the Company's investment objectives are the same as the investment objectives of FBRED. Note 2 – Capitalization As of March 6, 2025, the Company was authorized to issue 100,000 common shares of beneficial interest, par value $ 0.001 per share ("common shares"). The Company intends to undertake a continuous private offering, pursuant to which it will offer and sell its common shares to Cayman Feeder Sub. The classes of common shares may have different upfront selling commissions

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS Income Taxes The Company intends to elect to be treated as a REIT under the Internal Revenue Code of 1986 (the "Code") beginning with the taxable year ending December 31, 2026. If the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal corporate income tax to the extent it distributes 90% of its taxable income to its shareholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income. The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company's tax returns to determine whether it is "more-likely-than-not" (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions not deemed to meet the more-likely-than-not threshold are recorded as a tax benefit or expense in the current year. The Company did not record any tax provision in the current period. However, management's conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities on-going analysis of and changes to tax laws, regulations and interpretations thereof. Organization and Offering Costs Organization costs consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering. Offering costs will be recorded as a reduction to paid-in capital when the offering is completed, which has not yet occurred. The Company will bear the organization and offering expenses incurred in connection with the formation of th

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS Note 4 – Related Party Transactions Advisory Agreement The Company intends to enter into an advisory agreement (the "Advisory Agreement") with the Adviser in which the Adviser, subject to the overall supervision of the Company's Board, manages the day-to-day operations of, and provides investment advisory services to the Company. The Adviser also serves as the external adviser of FBRED and is compensated in such capacity. The Adviser shall not be entitled to additional compensation for services provided pursuant to the Advisory Agreement with the Company. Note 5 – Commitments and Contingencies Litigation and Regulatory Matters In the ordinary course of business, the Company may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time. Indemnifications In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote. Accordingly, the Company has not entered into any contracts and not accrued any liability in conjunction with such indemnifications. Note 6 – Segment Reporting The Company operates through a single operating and reporting segment with an investment objective to provide high current income while maintaining downside protection on its investments. The CODM is comprised of the Company's Chief Executive Officer/President and the Chief Financial Officer/Chief Operating Officer, and assesses the performance and makes operating decisions of the Company primarily based on the Company's net income under GAAP. The CODM uses net income as a key metric in determining the amount of dividends to be distributed to the Comp

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. References herein to "FBRED-C Feeder REIT Trust" "Company," "we," "us," or "our" refer to FBRED-C Feeder REIT Trust and its subsidiaries unless the context specifically requires otherwise.

Forward Looking Statements

Forward Looking Statements Certain information contained in this Quarterly Report on Form 10-Q constitutes "forward-looking statements," which can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "project," "estimate," "intend," "continue" or "believe" or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, including those set forth under Item 1A "Risk Factors," actual events or results or the actual performance of the company may differ materially from those reflected or contemplated in such forward-looking statements. As a result, prospective investors should not rely on such forward-looking statements in making their investment decisions. In addition, certain statements reflect estimates, predictions or opinions of the Company, Benefit Street Partners or their affiliates, which cannot be independently verified and may change. There is no guarantee that these estimates, predictions or opinions will be ultimately realized. You should carefully review the section entitled "Risk Factors" for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the "SEC"), which are accessible on the SEC's website at http://www.sec.gov. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, including (but not limited to), as a result of new information and future events. Overview We are a Maryland statutory trust that was formed on March 6, 2025. We intend to qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes. We are externally managed by Benefit Street Partners, L.L.C. ("the Adviser"). We have been formed to invest in common stock

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for small reporting company.

CONTROLS AND PROCEDURES

ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures An evaluation of the effectiveness of the design and operation of our "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based upon this evaluation, such officers have concluded that as of the end of the period covered by this report our disclosure controls and procedures (a) were effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) included, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including such officers, as appropriate, to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting During the quarter ended September 30, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 12 Table of Contents

OTHER INFORMATION

PART II. OTHER INFORMATION

LEGAL PROCEEDINGS

ITEM 1. LEGAL PROCEEDINGS From time to time, we may be involved in various claims and legal actions in the ordinary course of business. As of September 30, 2025, we were not subject to any material legal proceedings.

RISK FACTORS

ITEM 1A. RISK FACTORS Our potential risks and uncertainties are presented in the section entitled "Risk Factors" contained in our Post-Effective Amendment No.1 to the Registration Statement on Form 10, as filed with the SEC on September 26, 2025. There have been no material changes from these risk factors.

UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS Unregistered Sales of Equity Securities We were capitalized through the purchase by the Initial Investor of 40 common shares for an aggregate purchase price of $1,000 on July 31, 2025. These common shares were issued and sold in a private offering in reliance upon the available exemptions from registration requirements of Section4(a)(2)of the Securities Act. We are engaged in a continuous private offering of different classes of common shares to Cayman Feeder Sub made pursuant to e

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