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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 14, 2026
Franklin
BSP Realty Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland |
001-40923 |
46-1406086 |
| (State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
| of incorporation) |
|
Identification No.) |
1 Madison Ave, Suite 1600
New York, New York 10010
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 588-6770
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see
General Instruction A.2 below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| Common
Stock, par value $0.01 per share |
FBRT |
New York Stock Exchange |
| 7.50%
Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share |
FBRT PRE |
New York Stock Exchange |
Indicated by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
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. ¨
| Item 3.03. |
Material Modification to Rights of Security Holders. |
The information set forth below under Item 5.03
is hereby incorporated by reference into this Item 3.03.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment No. 4 to Articles Supplementary
for Series H Convertible Preferred Stock
On January 20, 2026, Franklin
BSP Realty Trust, Inc. (the “Company”) filed Amendment No. 4 (the “Amendment”) to the Articles Supplementary
(the “Series H Articles Supplementary”) relating to the Company’s Series H Convertible Preferred Stock, $0.01
par value per share (the “Series H Preferred Stock”) with the Maryland State Department of Assessments and Taxation,
which Amendment became effective upon filing.
The Company’s Board
of Directors (the “Board”) and the sole holder of the Series H Preferred Stock approved the Amendment, which was requested
by the holder of the Series H Preferred Stock, to extend the mandatory conversion date for the Series
H Preferred Stock, which was set to occur on January 21, 2026, to January 21, 2028; provided that the Company and the holder(s) of all
of the then outstanding Series H Preferred Stock may mutually agree in writing prior to any mandatory conversion date (as may be extended)
to one or more one-year extensions of the mandatory conversion date. In addition, under the Amendment, the holder of the Series H Preferred
Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through and including the
calendar month prior to the mandatory conversion date, upon 10 business days’ advance notice to the Company. No other terms in the
Series H Articles Supplementary were amended.
The foregoing description
of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, which is attached hereto as Exhibit 3.1
and is incorporated herein by reference.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On January 14, 2026, the sole
stockholder of the Series H Preferred Stock executed and delivered to the Company a written consent approving the Amendment.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
| 3.1 |
|
Amendment No. 4 to Articles Supplementary of Franklin BSP Realty Trust, Inc., dated January 20, 2026, relating to Series H Convertible Preferred Stock |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Franklin BSP Realty Trust, Inc. |
| |
|
| |
By: |
/s/ Jerome S. Baglien |
| |
Name: |
Jerome S. Baglien |
| |
Title: |
Chief Financial Officer and Chief Operating Officer |
January 21, 2026
