Franklin BSP Real Estate Debt Files 8-K on Equity Sales

TL;DR

FBRED filed an 8-K for unregistered equity sales as of 12/1/25.

AI Summary

Franklin BSP Real Estate Debt, Inc. filed an 8-K on December 4, 2025, reporting unregistered sales of equity securities. The filing covers events as of December 1, 2025, and details the company's status as a Maryland-incorporated real estate investment trust.

Why It Matters

This filing indicates potential new equity issuance by Franklin BSP Real Estate Debt, Inc., which could impact its capital structure and shareholder dilution.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes indicate a need for capital or potential dilution for existing shareholders.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's fiscal year for financial reporting.)

Key Players & Entities

• Franklin BSP Real Estate Debt, Inc. (company) — Registrant
• Maryland (jurisdiction) — State of Incorporation
• New York (location) — Principal Executive Offices City
• 212 - 588-6770 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — of its Class G common stock, par value $0.001 per share (the "Class G Common Stock"),
• $27,537 — lling commissions and placement fees of $27,537 for the Class G-S Common Stock. Upon o

Filing Documents

• fbred-20251201.htm (8-K) — 38KB
• 0002035428-25-000042.txt ( ) — 147KB
• fbred-20251201.xsd (EX-101.SCH) — 2KB
• fbred-20251201_lab.xml (EX-101.LAB) — 20KB
• fbred-20251201_pre.xml (EX-101.PRE) — 12KB
• fbred-20251201_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. In connection with Franklin BSP Real Estate Debt, Inc.'s (the "Company") continuous private offering, on December 1, 2025, the Company sold an aggregate of 852,169.09 shares of its Class G common stock, par value $0.001 per share (the "Class G Common Stock"), its Class G-D common stock, par value $0.001 per share (the "Class G-D Common Stock"), and its Class G-S common stock, par value $0.001 per share (the "Class G-S Common Stock" and together with the Class G Common Stock and the Class G-D Common Stock, the "Shares"), at a price per Share detailed below plus applicable upfront selling commissions and placement fees. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), by virtue of Section 4(a)(2) and Regulation D thereunder. The following table details the Shares sold: Title of Securities Price per Share Number of Shares Sold Aggregate Consideration (1) Class G Common Stock $ 25.11 746,156.91 $ 18,736,000 Class G-D Common Stock $ 24.96 12,019.23 $ 300,000 Class G-S Common Stock $ 24.94 93,992.95 $ 2,371,721 852,169.09 $ 21,407,721 (1) Includes upfront selling commissions and placement fees of $27,537 for the Class G-S Common Stock. Upon or immediately prior to the occurrence of certain events, including liquidation, dissolution or winding up of the Company or listing of the Company's shares on a national securities exchange, the shares of Class G Common Stock will automatically convert into a number of shares of class I common stock, par value $0.001 per share ("Class I Common Stock"), with an equivalent net asset value ("NAV"). In addition, the Company may convert shares of Class G Common Stock held by a stockholder into an equal number of shares of Class F common stock, par value $0.001 per share ("Class F Common Stock"), provided that no such stockholder would own more than 4.99% of the aggregate Class F Common

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Franklin BSP Real Estate Debt, Inc. By: /s/ Jerome S. Baglien Name: Jerome S. Baglien Title: Chief Financial Officer, Chief Operating Officer and Treasurer Date: December 4, 2025

View Full Filing

View this 8-K filing on SEC EDGAR