false 0001630472 0001630472 2025-09-04 2025-09-04 0001630472 us-gaap:CommonStockMember 2025-09-04 2025-09-04 0001630472 trtx:SixPointTwoFivePercentageSeriesCCumulativeRedeemablePreferredStockMember 2025-09-04 2025-09-04
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): September 4, 2025
TPG RE Finance Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
| Maryland |
|
001-38156 |
|
36-4796967 |
| (State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
888 Seventh Avenue, 35th Floor, New York, New York 10106
(Address of Principal Executive Offices) (Zip Code)
(212) 601-4700
(Registrant’s Telephone Number, Including Area Code)
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 $0.001 per share |
|
TRTX |
|
New York Stock Exchange |
| 6.25% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share |
|
TRTX PRC |
|
New York Stock Exchange |
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 7.01 |
Regulation FD Disclosure. |
On September 4, 2025, TPG RE Finance Trust, Inc. (the “Company”) issued a press release (the “press release”) announcing that the Company’s board of directors has approved a new share repurchase program (the “Program”) pursuant to which the Company is authorized to repurchase up to $25.0 million of the Company’s common stock. The Program authorizes the repurchase of common stock from time to time on the open market or in privately negotiated transactions, including under 10b5-1 plans. The Program succeeds to a previously-authorized $25.0 million program, the remaining capacity of which was fully utilized during the third quarter of 2025.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01. The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the press release includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
The information contained in the press release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
|
|
|
| Exhibit No. |
|
Description |
|
|
| 99.1 |
|
Press Release, dated September 4, 2025 |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
|
|
|
| TPG RE Finance Trust, Inc. |
|
|
| By: |
|
/s/ Robert Foley |
| Name: |
|
Robert Foley |
| Title: |
|
Chief Financial Officer |
Date: September 4, 2025
