FS Credit REIT CEO swaps 71K RSUs, gets 157K grant
FS Credit Real Estate Income Trust, Inc. reported amended insider activity for President & CEO Michael C. Forman, reflecting transactions largely effected through Franklin Square Holdings, L.P.
Rhea-AI Filing Summary
FS Credit Real Estate Income Trust, Inc. reported amended insider activity for President & CEO Michael C. Forman, reflecting transactions largely effected through Franklin Square Holdings, L.P. On July 1, 2026, Class I Restricted Stock Units representing 71,346.63 underlying Class I Common shares were disposed of to the issuer in exchange for common stock, and an estimated 157,164.83 new Class I RSUs were granted as part of the adviser’s 1.0% of net asset value annual administrative services fee, payable quarterly in Class I RSUs. Following these transactions, indirect holdings also include Class I Common Stock and Class T, M and S Common Stock through affiliated entities, and the amendment corrects the previously underreported Class I Common shares beneficially owned after the transaction.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Forman Michael C.
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class I Restricted Stock Units F2, F3, F1 | 71,346.63 | $23.8603 | $1.70M |
| Grant/Award | Class I Restricted Stock Units F2, F4, F3, F1 | 157,164.83 | $23.8603 | $3.75M |
| Grant/Award | Class I Common Stock F5, F1 | 71,346.63 | $23.806 | $1.70M |
| holding | Class T Common Stock F1 | -- | -- | -- |
| holding | Class M Common Stock F1 | -- | -- | -- |
| holding | Class S Common Stock F1 | -- | -- | -- |
Holdings After Transaction:
Class I Restricted Stock Units — 1,673,354.668 contracts (Indirect, Franklin Square Holdings, L.P.);
Class I Restricted Stock Units — 1,830,519.498 contracts (Indirect, By: Franklin Square Holdings, L.P.);
Class I Common Stock — 139,577.184 shares (Indirect, Franklin Square Holdings, L.P.);
Class T Common Stock — 2,506.828 shares (Indirect, By: FSH Seed Capital Vehicle I LLC);
Class M Common Stock — 413.861 shares (Indirect, By: FSH Seed Capital Vehicle I LLC);
Class S Common Stock — 412.313 shares (Indirect, By: FSH Seed Capital Vehicle I LLC)
Footnotes (5)
- F1. The reporting person disclaims beneficial ownership of any shares held by Franklin Square Holdings, L.P., FS Real Estate Advisor, LLC and FSH Seed Capital Vehicle I LLC, a wholly owned subsidiary of Franklin Square Holdings, L.P., that exceed his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F2. In accordance with the Advisory Agreement between the Company and the Adviser, the Company shall pay the Adviser an administrative services fee equal to 1.0% of the Company's net asset value per annum, payable quarterly, in Class I Restricted Stock Units, subject to the terms and conditions set forth in the Class I Restricted Stock Unit Agreement (as amended) between the Company and the Adviser. The administrative services fee is split 50/50 between the Adviser and Rialto Capital Management LLC.
- F3. In accordance with the Class I Restricted Stock Unit Agreement (as amended) between the Company, the Adviser and Rialto Capital Management, LLC, Class I Restricted Stock Units shall be exchanged for Class I Common Stock, subject to time based vesting.
- F4. The number of restricted stock units reported is an estimate based on the most recently available net asset value. The actual number of restricted stock units awarded will be determined upon calculation of the applicable grant date net asset value and may differ from the amount reported herein. Accordingly, the number of derivative securities beneficially owned following the reported transaction is also an estimate.
- F5. This Amendment to the Form 4 originally filed on July 2, 2026 is being filed solely to correct the amount of Class I Common Stock reported in Column 5 of Table I as beneficially owned by the Reporting Person following the reported transaction. The amount reported in the original Form 4 inadvertently omitted 68,231.184 Class I shares that the Reporting Person already beneficially owned prior to the reported transaction. Accordingly, the corrected amount of Class I Common Stock beneficially owned by the Reporting Person following the reported transaction is 139,577.814 shares, consisting of the 71,346.63 shares reported in the original Form 4 plus the 68,231.184 previously owned shares that were omitted. This Amendment does not otherwise change any other information reported in the original Form 4.
Key Figures
Class I RSUs disposed: 71,346.63 units at $23.8603 per unit
Class I RSUs granted: 157,164.83 units at $23.8603 per unit
Administrative services fee: 1.0% of net asset value per annum
+4 more
7 metrics
Class I RSUs disposed
71,346.63 units at $23.8603 per unit
Class I Restricted Stock Units exchanged for Class I Common Stock on July 1, 2026
Class I RSUs granted
157,164.83 units at $23.8603 per unit
Estimated grant of Class I RSUs as administrative services fee on July 1, 2026
Administrative services fee
1.0% of net asset value per annum
Fee paid by the company to the adviser, payable quarterly in Class I RSUs and split 50/50 with Rialto Capital Management LLC
Class I Common Stock indirectly held
139,577.184 shares
Indirect Class I Common Stock beneficially owned following the reported transaction, held through Franklin Square Holdings, L.P.
Class T Common Stock indirectly held
2,506.828 shares
Indirect holdings through FSH Seed Capital Vehicle I LLC after the reported transactions
Class M Common Stock indirectly held
413.861 shares
Indirect holdings through FSH Seed Capital Vehicle I LLC after the reported transactions
Class S Common Stock indirectly held
412.313 shares
Indirect holdings through FSH Seed Capital Vehicle I LLC after the reported transactions
Key Terms
Restricted Stock Units, net asset value, pecuniary interest, beneficial ownership, +2 more
6 terms
Restricted Stock Units financial
"payable quarterly, in Class I Restricted Stock Units, subject to the terms"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
net asset value financial
"administrative services fee equal to 1.0% of the Company's net asset value"
Net asset value is the total value of an investment fund's assets minus any liabilities, divided by the number of shares or units outstanding. It represents the per-share worth of the fund, similar to how the value of a house is determined by its total worth after debts are subtracted. Investors use it to gauge the true value of their holdings and to compare different investment options.
pecuniary interest financial
"exceed his pecuniary interest therein, and the inclusion of these shares"
beneficial ownership regulatory
"disclaims beneficial ownership of any shares held by Franklin Square"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Section 16 regulatory
"for purposes of Section 16 or for any other purpose"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
administrative services fee financial
"shall pay the Adviser an administrative services fee equal to 1.0%"
FAQ
What insider transactions did FSREI report for Michael C. Forman on July 1, 2026?
On July 1, 2026, 71,346.63 Class I RSUs were disposed of to FS Credit Real Estate Income Trust, Inc. in exchange for Class I Common Stock, and an estimated 157,164.83 new Class I Restricted Stock Units were granted, all held indirectly through Franklin Square Holdings, L.P.
How are FSREI Class I Restricted Stock Units used to pay advisory fees?
FS Credit Real Estate Income Trust, Inc. pays its adviser an administrative services fee equal to 1.0% of the company’s net asset value per annum, payable quarterly in Class I Restricted Stock Units, split 50/50 between the adviser and Rialto Capital Management LLC under existing agreements.
What correction does this Form 4/A amendment for FSREI make?
The amendment corrects the amount of Class I Common Stock reported as beneficially owned after the July 1, 2026 transaction. The original filing omitted 68,231.184 Class I shares that were already beneficially owned, and the amendment updates Column 5 to include those previously owned shares.
Are the FSREI restricted stock unit amounts in this Form 4/A final?
No. The filing states the 157,164.83 Class I Restricted Stock Units reported are an estimate based on the most recently available net asset value. The actual number awarded will be set when the grant-date net asset value is calculated, so post-transaction derivative holdings are also estimates.
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