Gratia Capital (NYSE: TRTX) discloses 3.7% TPG RE Finance Trust stake

Rhea-AI Filing Summary

Gratia Capital, LLC and Steve Pei report holding 2,901,577 shares of TPG RE Finance Trust common stock, representing 3.7% of the outstanding shares. Gratia, an investment adviser, and Pei acquired the stake for investment purposes using client working capital and Pei’s and affiliates’ personal funds.

They believe the company’s share price does not reflect its short- and long-term prospects and plan positive, supportive discussions with management on dividend increases, broader strategic initiatives, and positioning within the mortgage REIT sector. As of April 17, 2026, the 3.7% interest is based on 78,354,052 shares outstanding.

Insights

Equity ownership & activism analyst

Gratia and Steve Pei disclose a 3.7% TRTX stake with constructive engagement goals.

Gratia Capital and Steve Pei report beneficial ownership of 2,901,577 shares, or 3.7%, of TPG RE Finance Trust common stock as of April 17, 2026. Most shares are held in advisory client accounts that Gratia manages.

The filing states they view the stock as undervalued relative to the issuer’s short- and long-term prospects. They outline intentions to engage management on dividend increases, broader strategic initiatives, and positioning within the mortgage REIT universe, while reserving flexibility to adjust their holdings over time.

Because the stake is below 5% and the language emphasizes positive, supportive discussions rather than specific change demands, this appears as moderate, constructive shareholder engagement rather than a high-intensity activist campaign based on the disclosed information.

Key Figures

Pei beneficial ownership: 2,901,577 shares (3.7%) Gratia beneficial ownership: 2,785,149 shares (3.6%) Shares outstanding: 78,354,052 shares +3 more

6 metrics

Pei beneficial ownership 2,901,577 shares (3.7%) Common stock of TPG RE Finance Trust as of April 17, 2026

Gratia beneficial ownership 2,785,149 shares (3.6%) Advisory client accounts managed by Gratia Capital

Shares outstanding 78,354,052 shares Issuer’s common stock outstanding per Form 10-K referenced

Pei sole power shares 116,428 shares Shares over which Pei has sole voting and dispositive power

Shared power shares 2,785,149 shares Shares with shared voting and dispositive power for Pei and Gratia

Ownership threshold date April 17, 2026 Date of event triggering the Schedule 13D amendment

Key Terms

beneficial owner, investment adviser, Schedule 13D, dispositive power, +2 more

6 terms

beneficial owner financial

"Pei may be deemed to be the beneficial owner of 2,901,577 Shares"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

investment adviser financial

"The principal business of Gratia is serving as an investment adviser to its clients."

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

dispositive power financial

"has the sole power to dispose or direct the disposition of 116,428 Shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

working capital financial

"The funds for the purchase of the Shares came from the working capital of private funds"

Working capital is the money a business has available to cover its daily expenses, like paying bills and buying supplies. It’s like the cash in your wallet that helps you handle everyday costs; having enough ensures the business can operate smoothly without running into money shortages.

mortgage REIT financial

"positioning of the Issuer within the mortgage REIT universe."

A mortgage REIT is a company that pools money from investors to buy mortgages or mortgage-backed securities and funds those purchases by borrowing or issuing shares; it earns profit from the difference between what it collects on loans and what it pays to borrow. Think of it like a specialized lending business that pays out most of its earnings as dividends, so investors get regular income but also face higher sensitivity to interest rates, credit problems, and changes in the housing market.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

TPG RE Finance Trust, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

87266M107

(CUSIP Number)

Steve Pei
Gratia Capital, LLC, 11835 West Olympic Blvd., Suite 385
Los Angeles, CA, 90064
310-733-2500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 87266M107

1

Name of reporting person

Gratia Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,785,149.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,785,149.00

11

Aggregate amount beneficially owned by each reporting person

2,785,149.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.6 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP Number(s): 87266M107

1

Name of reporting person

Steve Pei

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 116,428.00
8	Shared Voting Power 2,785,149.00
9	Sole Dispositive Power 116,428.00
10	Shared Dispositive Power 2,785,149.00

11

Aggregate amount beneficially owned by each reporting person

2,901,577.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

3.7 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: TPG RE Finance Trust, Inc.
(c)	Address of Issuer's Principal Executive Offices: 888 Seventh Avenue, 35th Floor, New York, NEW YORK , 10106.
Item 1 Comment: This Amendment No. 1 to Schedule 13D relates to the Issuer's Common Stock, par value $0.001 per share (the "Shares").
Item 2.	Identity and Background
(a)	This Amendment No. 1 to Schedule 13D is being filed by Gratia Capital, LLC, a Delaware limited liability company ("Gratia") and Steve Pei, a United States citizen ("Pei") (each a "Reporting Person" and collectively, the "Reporting Persons").
(b)	The principal business address for each of the Reporting Persons is 11835 West Olympic Blvd., Suite 385, Los Angeles, California 90064.
(c)	Pei is the managing member of Gratia. The principal business of Gratia is serving as an investment adviser to its clients.
(d)	During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group.
(e)	During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group.
(f)	This Amendment No. 1 to Schedule 13D is being filed by Gratia Capital, LLC, a Delaware limited liability company ("Gratia") and Steve Pei, a United States citizen ("Pei") (each a "Reporting Person" and collectively, the "Reporting Persons").
Item 3.	Source and Amount of Funds or Other Consideration
	The funds for the purchase of the Shares came from the working capital of private funds and separately managed accounts advised by Gratia, over which the Reporting Persons, through their roles described above in Item 2(c), exercise investment discretion and the personal funds of Pei and other affiliates of Gratia. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired their Shares for investment purposes. The Reporting Persons believe that the Issuer's share price does not accurately reflect the Issuer's short and long-term prospects. Consequently, the Reporting Persons look forward to positive and supportive discussions with the Issuer's management on a number of topics including dividend increases, broader strategic initiatives, and positioning of the Issuer within the mortgage REIT universe. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate. In that regard, the Reporting Persons have been and may continue to be in contact with members of the Issuer's management, Board, other significant shareholders and others regarding alternatives that the Issuer could employ to create significant additional shareholder value over time. Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof: (i) Pei may be deemed to be the beneficial owner of 2,901,577 Shares, constituting 3.7% of the Shares* and (ii) Gratia may be deemed to be the beneficial owner of 2,785,149 Shares, constituting 3.6% of the Shares*
(b)	Pei: Pei has the sole power to vote or direct the vote of 116,428 Shares; has the shared power to vote or direct the vote of 2,785,149 Shares; has the sole power to dispose or direct the disposition of 116,428 Shares; and has the shared power to dispose or direct the disposition of 2,785,149 Shares. Gratia: Gratia has the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 2,785,149 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 2,785,149 Shares.
(c)	Excluding the transactions disclosed on Exhibit B, the Reporting Persons have not transacted in shares of the Issuer within the previous 60 days.
(d)	Except as otherwise disclosed herein, all of the securities reported in this Amendment No. 1 to Schedule 13D are directly owned by advisory clients of Gratia. None of those advisory clients may be deemed to beneficially own more than 5% of the Shares.
(e)	4/17/2026 *The outstanding Shares figure reflects 78,354,052 shares issued and outstanding, as reported on the Issuer's 10-K filed on February 17, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in Shares

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Gratia Capital, LLC

Signature:	By: /s/ Steve Pei*
Name/Title:	Steve Pei, Managing Member
Date:	04/21/2026

Steve Pei

Signature:	By: /s/ Steve Pei*
Name/Title:	Steve Pei
Date:	04/21/2026

Comments accompanying signature:

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose. Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 10001).

FAQ

What stake in TPG RE Finance Trust (TRTX) do Gratia Capital and Steve Pei report?

Gratia Capital and Steve Pei report beneficial ownership of 2,901,577 shares, or about 3.7% of TPG RE Finance Trust’s common stock. This percentage is calculated against 78,354,052 shares outstanding, as disclosed in the company’s Form 10-K referenced in the filing.

How many TRTX shares are attributed specifically to Gratia Capital, LLC?

Gratia Capital, LLC may be deemed to beneficially own 2,785,149 TRTX common shares, or 3.6% of the class. These shares are primarily held in private funds and separately managed accounts for which Gratia acts as investment adviser, exercising shared voting and dispositive power.

What are the investment intentions of Gratia Capital and Steve Pei regarding TRTX?

They state the shares were acquired for investment purposes and believe TRTX’s price undervalues its prospects. They plan positive, supportive discussions with management on dividends, broader strategic initiatives, and positioning within the mortgage REIT universe, while reviewing their investment on an ongoing basis.

How are voting and dispositive powers over TRTX shares allocated between Gratia and Steve Pei?

Steve Pei has sole voting and dispositive power over 116,428 shares and shared power over 2,785,149 shares. Gratia Capital has shared voting and dispositive power over the same 2,785,149 shares, reflecting its role as investment adviser to client accounts holding those shares.

What source of funds was used by Gratia Capital and Steve Pei to acquire TRTX shares?

The TRTX position was funded by working capital of private funds and separately managed accounts advised by Gratia, plus personal funds of Steve Pei and other Gratia affiliates. The filing states no borrowed funds were used other than ordinary-course working capital borrowing.

Do Gratia Capital and Steve Pei have any specific change-of-control plans for TPG RE Finance Trust?

They state no present plans or proposals relating to the typical corporate actions listed in Item 4 subparagraphs (a)–(j), such as mergers or major restructurings. However, they reserve the right to change their holdings or pursue such actions later, subject to market conditions and law.