FS Credit Real Estate Form 4: 1.34M RSUs, CEO Disposes 66,310 Shares
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 Trade Summary
| 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 | -- | -- | -- |
Footnotes (3)
- 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.
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