Equity awards for FS Credit REIT (FSREI) CEO routed through affiliated entities
Rhea-AI Filing Summary
FS Credit Real Estate Income Trust, Inc. reported indirect equity-related activity for President & CEO Michael C. Forman through affiliated entities. Franklin Square Holdings, L.P. acquired 71,346.630 shares of Class I Common Stock and 157,164.830 Class I Restricted Stock Units as a grant or award, with related RSU dispositions back to the issuer.
Additional indirect holdings of Class S, Class M, and Class T Common Stock are reported through FSH Seed Capital Vehicle I LLC. Footnotes explain that Forman disclaims beneficial ownership beyond his pecuniary interest and that the Class I Restricted Stock Units, issued as a 1.0% per annum administrative services fee based on net asset value, are estimated amounts tied to future vesting and exchange into Class I Common Stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 71,346.63 shares
Net Buy
6 txns
Insider
Forman Michael C.
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class I Restricted Stock Units | 71,346.63 | $23.8603 | $1.70M |
| Grant/Award | Class I Restricted Stock Units | 157,164.83 | $23.8603 | $3.75M |
| Grant/Award | Class I Common Stock | 71,346.63 | $23.806 | $1.70M |
| holding | Class T Common Stock | -- | -- | -- |
| holding | Class M Common Stock | -- | -- | -- |
| holding | Class S Common Stock | -- | -- | -- |
Holdings After Transaction:
Class I Restricted Stock Units — 1,830,519.498 shares (Indirect, By: Franklin Square Holdings, L.P.);
Class I Common Stock — 71,346.63 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 (4)
- 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.
Key Figures
Class I shares granted: 71,346.6300 shares
Class I RSUs granted: 157,164.8300 units
RSUs disposed to issuer: 71,346.6300 units
+5 more
8 metrics
Class I shares granted
71,346.6300 shares
Indirect Class I Common Stock award to Franklin Square Holdings, L.P.
Class I RSUs granted
157,164.8300 units
Indirect Class I Restricted Stock Units award to Franklin Square Holdings, L.P.
RSUs disposed to issuer
71,346.6300 units
Class I Restricted Stock Units disposition to issuer coded as D
RSUs held after acquisition
1,830,519.4980 units
Class I Restricted Stock Units beneficially owned following acquisition entry
RSUs held after disposition
1,673,354.6680 units
Class I Restricted Stock Units beneficially owned following disposition entry
Class I share award price
$23.8060 per share
Transaction price per share for Class I Common Stock award
Class I RSU reference price
$23.8603 per unit
Transaction price per unit for Class I Restricted Stock Units entries
Administrative services fee rate
1.0% of net asset value per annum
Fee paid quarterly in Class I Restricted Stock Units to the adviser
Key Terms
Class I Restricted Stock Units, administrative services fee, Disposition to issuer, pecuniary interest, +2 more
6 terms
Class I Restricted Stock Units financial
"Class I Restricted Stock Units shall be exchanged for Class I Common Stock, subject to time based vesting."
administrative services fee financial
"the Company shall pay the Adviser an administrative services fee equal to 1.0% of the Company's net asset value per annum"
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
pecuniary interest financial
"exceed his pecuniary interest therein, and the inclusion of these shares in this report"
Section 16 regulatory
"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."
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.
net asset value financial
"1.0% of the Company's net asset value per annum, payable quarterly, in Class I Restricted Stock Units"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider activity did FSREI report for Michael C. Forman on this Form 4?
The Form 4 shows indirect equity grants and holdings for Michael C. Forman via affiliated entities. Franklin Square Holdings, L.P. received 71,346.630 Class I shares and 157,164.830 Class I Restricted Stock Units, alongside reported indirect holdings in multiple common stock classes.
What are the Class I Restricted Stock Units reported for FSREI in this Form 4?
The filing reports an award of 157,164.830 Class I Restricted Stock Units to Franklin Square Holdings, L.P. These units relate to compensation under a Class I Restricted Stock Unit Agreement and are exchangeable for Class I Common Stock, subject to time-based vesting conditions described in the agreement.
How is the administrative services fee to the adviser structured at FS Credit Real Estate Income Trust?
The company pays the adviser an administrative services fee equal to 1.0% of net asset value per year. This fee is paid quarterly in Class I Restricted Stock Units under a Class I Restricted Stock Unit Agreement, and is split equally between the adviser and Rialto Capital Management LLC.
Are the numbers of FSREI restricted stock units in this Form 4 final or estimated?
The filing explains that the restricted stock unit counts are estimates based on the most recently available net asset value. The actual number of units awarded will be determined when the applicable grant date net asset value is calculated, so reported derivative holdings may change.