false
--12-31
0001703644
0001703644
2026-10-05
2026-10-05
0001703644
us-gaap:CommonStockMember
2026-10-05
2026-10-05
0001703644
gpmt:SeriesA700percentageFixedtoFloatingRateCumulativeRedeemablePreferredStockparvaluedollar001pershareMember
2026-10-05
2026-10-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 5, 2026
Granite Point Mortgage Trust Inc.
(Exact name of registrant as specified in its
charter)
| Maryland |
|
001-38124 |
|
61-1843143 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
1114 Avenue of the Americas, Suite
3020
New York, NY 10036
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code: (212) 364-5500
Not Applicable
(Former name or former 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:
| ¨ | 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 Act:
| Title of each class: |
|
Trading Symbol(s) |
|
Name of each exchange on which registered: |
| Common Stock, par value $0.01 per share |
|
GPMT |
|
NYSE |
| 7.00%
Series A Fixed-to-Floating Rate Cumulative Redeemable
Preferred Stock, par value $0.01
per share |
|
GPMTPrA |
|
NYSE |
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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information
contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Completion of 1-for-10 Reverse Stock Split
On October 5, 2026, Granite Point Mortgage Trust Inc. (the “Company”)
completed the previously announced reverse stock split of shares of the Company’s common stock (the “Common Stock”)
at a ratio of one share for every ten shares outstanding (the “Reverse Stock Split”). The Reverse Stock Split took effect
at 5:00 p.m. Eastern Time on October 5, 2026 (the “Effective Time”) and automatically converted every ten shares
of Common Stock outstanding at that time into one share of Common Stock.
The Reverse Stock Split affected all holders of Common Stock uniformly
and did not affect any common stockholder’s percentage ownership interest in the Company, except for de minimis changes resulting
from the elimination of fractional shares, as described below under “Charter Amendments.” Holders of Common Stock were not
required to take any action related to the Reverse Stock Split. Their accounts were automatically adjusted to reflect the number of shares
owned.
As a net result of the Reverse Stock Split, the number of shares of
Common Stock issued and outstanding decreased from 48,198,166 shares to approximately 4,819,100 shares as of the Effective Time.
At the Effective Time, the aggregate number of shares of Common Stock
available for awards under the Company’s Amended and Restated 2022 Omnibus Incentive Plan (the “Incentive Plan”) and
the terms of outstanding awards that had been issued under the Incentive Plan were ratably adjusted to reflect the Reverse Stock Split.
The Reverse Stock Split will not affect payment of the previously announced
Common Stock dividend. The dividend will remain payable on October 15, 2026, to stockholders of record at the close of business on
October 1, 2026, based on their pre-split holdings of Common Stock, at the previously announced rate of $0.01 per pre-split share.
The Reverse Stock Split applies only to the Common Stock and did not
affect the outstanding shares or terms of the Company’s 7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred
Stock.
Charter Amendments
In connection with and to implement the Reverse Stock Split, on October 2,
2026, the Company filed two Articles of Amendment to its charter with the State Department of Assessments and Taxation of Maryland that
provided for:
| i. | a 1-for-10 Reverse Stock Split of the Common Stock, effective at 5:00 p.m. Eastern Time on October 5, 2026, payment of fractional
shares in cash, and a corresponding and statutorily required increase in the par value per share of Common Stock from $0.01 per share
to $0.10 per share (the “First Amendment”); and |
| ii. | the restoration of the par value per share of the Common Stock to $0.01 per share, effective immediately following the effectiveness
of the First Amendment (the “Second Amendment”). |
Trading of the Common Stock on the New York Stock Exchange commenced
on a Reverse Stock Split-adjusted basis on October 6, 2026, under the existing trading symbol “GPMT.” The new CUSIP number
for the Common Stock following the Reverse Stock Split is 38741L 404.
Pursuant to the First Amendment, any fractional share of Common Stock
that would otherwise have resulted from the Reverse Stock Split will be settled by cash payment, calculated on the basis of the closing
price of the Common Stock on October 5, 2026.
The foregoing descriptions of the First Amendment and the Second Amendment
do not purport to be complete and are qualified in their entirety by reference to each amendment, copies of which are filed as Exhibit 3.1
and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| |
|
|
| 3.1 |
|
First Amendment (Articles of Amendment effecting reverse stock split) |
| 3.2 |
|
Second Amendment (Articles of Amendment adjusting par value) |
| 99.1 |
|
Press Release dated October 6, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
GRANITE POINT MORTGAGE TRUST INC. |
| |
|
|
| |
By: |
/s/ MICHAEL J. KARBER |
| |
|
Michael J. Karber |
| |
|
General Counsel and Secretary |
| |
|
|
| Date: October 6, 2026 |
|
|
Exhibit 99.1

Granite Point Mortgage Trust Inc. Announces
Completion of Reverse Stock Split
NEW YORK, October 6,
2026 – Granite Point Mortgage Trust Inc. (NYSE: GPMT) (“GPMT,” “Granite Point” or the “Company”)
today announced the completion of its previously announced one-for-ten reverse stock split of the outstanding shares of the company’s
common stock (the “Reverse Stock Split”). The Reverse Stock Split, which was effective at 5:00 p.m. Eastern Time on
October 5, 2026, reduced the number of outstanding shares of the company’s common stock from approximately 48.2 million shares
to approximately 4.8 million shares. The par value of each share of common stock will remain unchanged. The Company’s common stock
will continue trading on the NYSE under the symbol “GPMT” and is assigned CUSIP number: 38741L 404.
The Reverse Stock Split
is intended to be tax-free for U.S. federal income tax purposes. U.S. common stockholders generally should not recognize a gain or loss
from the reverse stock split, except in those instances where cash payments were provided in lieu of fractional shares, which may be taxable.
GPMT’s common stockholders are encouraged to consult their financial advisors and tax advisors regarding the consequences of the
Reverse Stock Split, including the applicability and effect of any U.S. federal, state, local or foreign tax laws.
About Granite Point
Mortgage Trust Inc.
Granite Point Mortgage Trust Inc. is a Maryland
corporation focused on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt
and debt-like commercial real estate investments. Granite Point is headquartered in New York, NY. Additional information is available
at www.gpmtreit.com.
Forward-Looking Statements
This press release contains, or incorporates by
reference, not only historical information, but also forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,”
“estimate,” “will,” “should,” “expect,” “target,” “believe,” “outlook,”
“potential,” “continue,” “intend,” “seek,” “plan,” “goals,” “future,”
“likely,” “may” and similar expressions or their negative forms, or by references to strategy, plans or intentions.
The illustrative examples herein are forward-looking statements. Our expectations, beliefs and estimates are expressed in good faith,
and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and estimates
will prove to be correct or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking
statements.
These forward-looking statements are subject to
risks and uncertainties, including, among other things, those described in our Annual Report on Form 10-K for the year ended December 31,
2025, under the caption “Risk Factors,” and our subsequent filings made with the SEC. Forward-looking statements speak only
as of the date they are made, and we undertake no obligation to update or revise any such forward-looking statements, whether as a result
of new information, future events or otherwise.
Additional Information
Stockholders of Granite Point and other interested
persons may find additional information regarding the Company at the Securities and Exchange Commission’s Internet site at www.sec.gov
or by directing requests to: Granite Point Mortgage Trust Inc., 1114 Avenue of the Americas, Suite 3020, New York, NY 10036, telephone
(212) 364-5500.
Investors: Chris Petta, Head of Investor Relations,
Granite Point Mortgage Trust Inc., (212) 364-5500, investors@gpmtreit.com.