FS Credit Real Estate misses quorum at 2026 meeting

Q: Why were directors not elected at FSREI’s 2026 annual meeting?

Directors were not elected because the meeting did not receive enough stockholder votes to achieve a quorum. Without a quorum, stockholders could not validly vote on the director slate, so the company adjourned the meeting without elections.

Q: What happens to FSREI’s board after the failed quorum at the 2026 meeting?

After the failed quorum, each incumbent director continues to serve. Under Maryland law, these incumbents act as holdover directors and remain in office until their successors are duly elected and qualify at a future stockholder meeting.

Q: What is a holdover director in the context of FSREI (FSREI)?

A holdover director is an incumbent board member who continues to serve when new directors are not elected. For FS Credit Real Estate Income Trust, this occurs under Maryland law until successors are duly elected and qualify.

Q: Did the failed quorum change FSREI’s current directors immediately?

No. Because a quorum was not reached, no new directors were elected. Maryland law provides that all incumbent nominees continue as holdover directors, so the composition of FS Credit Real Estate Income Trust’s board remains the same.

FS Credit Real Estate Income Trust, Inc. reported that its 2026 annual meeting of stockholders, held on July 30, 2026 in Philadelphia, did not receive sufficient stockholder votes to achieve a quorum.

Accepted by SEC EDGAR 07/30/2026 - 02:12 PM EDT

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

FS Credit Real Estate Income Trust, Inc. reported that its 2026 annual meeting of stockholders, held on July 30, 2026 in Philadelphia, did not receive sufficient stockholder votes to achieve a quorum. The meeting was adjourned without electing directors for the ensuing year.

Under Maryland law, each incumbent board member will continue to serve as a holdover director until a successor is duly elected and qualifies, so the company’s board composition remains unchanged.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Annual meeting date: July 30, 2026

1 metrics

Annual meeting date July 30, 2026 Date of the 2026 annual meeting of stockholders in Philadelphia

Key Terms

quorum, holdover director, Emerging growth company

3 terms

quorum regulatory

"did not receive the votes from stockholders necessary to achieve a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

holdover director regulatory

"each incumbent nominee for the board of directors will continue to serve as a “holdover” director"

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FSREI disclose about its 2026 annual meeting of stockholders?

FS Credit Real Estate Income Trust, Inc. reported that its 2026 annual meeting on July 30, 2026 did not achieve a quorum. Because of the insufficient votes, the meeting was adjourned without electing directors for the ensuing year.

Why were directors not elected at FSREI’s 2026 annual meeting?

Directors were not elected because the meeting did not receive enough stockholder votes to achieve a quorum. Without a quorum, stockholders could not validly vote on the director slate, so the company adjourned the meeting without elections.

What happens to FSREI’s board after the failed quorum at the 2026 meeting?

After the failed quorum, each incumbent director continues to serve. Under Maryland law, these incumbents act as holdover directors and remain in office until their successors are duly elected and qualify at a future stockholder meeting.

What is a holdover director in the context of FSREI (FSREI)?

A holdover director is an incumbent board member who continues to serve when new directors are not elected. For FS Credit Real Estate Income Trust, this occurs under Maryland law until successors are duly elected and qualify.

Where was FSREI’s 2026 annual meeting of stockholders held?

The 2026 annual meeting of FS Credit Real Estate Income Trust, Inc. was held at 3025 JFK Boulevard, OFC 500, Philadelphia, Pennsylvania 19104. Despite being properly convened, the meeting lacked a quorum and was adjourned.

Did the failed quorum change FSREI’s current directors immediately?

No. Because a quorum was not reached, no new directors were elected. Maryland law provides that all incumbent nominees continue as holdover directors, so the composition of FS Credit Real Estate Income Trust’s board remains the same.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

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): July 30, 2026

FS Credit Real Estate Income Trust, Inc.

(Exact name of Registrant as specified in its charter)

Maryland

000-56163

81-4446064

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer

Identification No.)

3025 JFK Boulevard, OFC 500

Philadelphia, PA

(Address of principal executive offices)

19104

(Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150

None

(Former Name or Address, if Changed Since Last Report)

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 Exchange Act: None.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate 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 5.07. Submission of Matters to a Vote of Security Holders.

On July 30, 2026, FS Credit Real Estate Income Trust, Inc. (the “Company”) held its 2026 annual meeting of stockholders at 3025 JFK Boulevard, OFC 500, Philadelphia, Pennsylvania 19104. The Company did not receive the votes from stockholders necessary to achieve a quorum and the meeting was adjourned without electing the nominees to the board of directors for the ensuing year and until their successors are elected and qualify. As a result, under Maryland law, each incumbent nominee for the board of directors will continue to serve as a “holdover” director until his or her successor is duly elected and qualifies.

SIGNATURE

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.

	FS Credit Real Estate Income Trust, Inc.

Date: July 30, 2026	By:	/s/ Stephen S. Sypherd
		Stephen S. Sypherd
		Vice President and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents