STOCK TITAN

FS Credit Real Estate Form 4: 1.34M RSUs, CEO Disposes 66,310 Shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Michael C. Forman, President & CEO and a director of FS Credit Real Estate Income Trust, Inc., reported a transaction dated 09/30/2025 disposing of 66,310.453 shares of Class I Common Stock at a price of $24.0365, leaving 0 Class I shares reported as beneficially owned following that disposal. The Form 4 is signed on 10/02/2025.

The filing also reports indirect holdings through affiliated entities: 2,506.828 Class T shares, 413.861 Class M shares, and 412.313 Class S shares held via related vehicles. In addition, 1,341,153.73 Class I Restricted Stock Units are reported as indirectly beneficially owned by Franklin Square Holdings, L.P., which per the filing are payable to the adviser as a 1.0% net asset value administrative fee (paid in Class I RSUs and split 50/50 with Rialto Capital Management LLC) and are subject to time-based vesting and exchange into Class I common stock.

Positive

  • Retains large indirect economic stake: 1,341,153.73 Class I Restricted Stock Units remain outstanding
  • Alignment via fee-paid equity: administrative services fee of 1.0% of NAV is paid in Class I RSUs, split 50/50 with Rialto Capital Management LLC

Negative

  • Direct Class I position reduced to 0: disposed 66,310.453 shares of Class I Common Stock on 09/30/2025 at $24.0365
  • Sale by President & CEO: transaction executed by the reporting person who is President & CEO and a director

Insights

Insider sale reduced direct Class I holdings to 0 while substantial RSUs remain indirect.

The report shows a disposition of 66,310.453 Class I shares at $24.0365 on 09/30/2025, leaving no direct Class I shares reported. This is an explicit, executed sale recorded on Form 4.

The reporting person retains material indirect economic exposure via 1,341,153.73 Class I Restricted Stock Units held by Franklin Square Holdings, L.P.; those RSUs convert to Class I common stock subject to time-based vesting per the agreement disclosed in the filing.

Insider Forman Michael C.
Role President & CEO
Type Security Shares Price Value
Disposition Class I Common Stock 66,310.453 $24.0365 $1.59M
holding Class I Restricted Stock Units -- -- --
holding Class T Common Stock -- -- --
holding Class M Common Stock -- -- --
holding Class S Common Stock -- -- --
Holdings After Transaction: Class I Common Stock — 0 shares (Indirect, By: Franklin Square Holdings, LP); Class I Restricted Stock Units — 0 shares (Indirect, By: Franklin Square Holdings, LP); 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 (3)
  1. 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.
  2. 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.
  3. 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.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What did FSREI's President & CEO report on Form 4?

The Form 4 reports that Michael C. Forman disposed of 66,310.453 Class I Common Stock on 09/30/2025 at $24.0365, and the form was signed on 10/02/2025.

How many Class I Restricted Stock Units are disclosed in the filing for FSREI?

The filing discloses 1,341,153.73 Class I Restricted Stock Units held indirectly by Franklin Square Holdings, L.P.

Did the Form 4 show any remaining direct Class I shares after the transaction?

No; the filing shows 0 Class I Common Stock beneficially owned following the reported disposal of 66,310.453 shares.

How is the adviser compensated according to the Form 4 filing?

Under the Advisory Agreement disclosed, the adviser receives 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, with that fee split 50/50 between the adviser and Rialto Capital Management LLC.

Which affiliated entities hold shares or units mentioned in the report?

The report lists holdings attributed to Franklin Square Holdings, L.P., FSH Seed Capital Vehicle I LLC, and mentions FS Real Estate Advisor, LLC in the explanatory section.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Forman Michael C.

(Last) (First) (Middle)
FS CREDIT REAL ESTATE INCOME TRUST
201 ROUSE BOULEVARD

(Street)
PHILADELPHIA PA 19112

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FS Credit Real Estate Income Trust, Inc. [ NONE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class I Common Stock 09/30/2025 D 66,310.453 D $24.0365 0 I By: Franklin Square Holdings, LP(1)
Class T Common Stock 2,506.828 I By: FSH Seed Capital Vehicle I LLC(1)
Class M Common Stock 413.861 I By: FSH Seed Capital Vehicle I LLC(1)
Class S Common Stock 412.313 I By: FSH Seed Capital Vehicle I LLC(1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class I Restricted Stock Units (2) (3) (3) Class I Common Stock 0 1,341,153.73 I By: Franklin Square Holdings, LP(1)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
/s/ Michael C. Forman 10/02/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.