Gratia Capital (TRTX) Reports 5.6% Beneficial Ownership in TPG RE Finance

Rhea-AI Filing Summary

Gratia Capital, LLC and Steve Pei have filed a Schedule 13D disclosing a significant investment in TPG RE Finance Trust, Inc. common stock. Pei may be deemed to beneficially own 4,351,196 shares, or 5.6% of the outstanding shares, while Gratia may be deemed to beneficially own 4,234,768 shares, or 5.4% of the class, based on 78,261,346 shares outstanding as reported in the issuer’s Form 10-Q.

The reporting persons acquired the shares for investment purposes and state that they believe the issuer’s share price does not reflect its short- and long-term prospects. They indicate an intention to engage in positive and supportive discussions with management and the board on matters such as dividend increases, broader strategic initiatives, and positioning within the mortgage REIT universe, while reserving the right to adjust their holdings over time.

Insights

Activist & governance analyst

Gratia and Steve Pei report a 5.6% stake in TRTX with an engagement-oriented agenda.

The Schedule 13D shows that Steve Pei may be deemed to beneficially own 4,351,196 TPG RE Finance Trust shares, or 5.6% of the common stock, and Gratia Capital, LLC may be deemed to beneficially own 4,234,768 shares, or 5.4%. Ownership is largely held via private funds and separately managed accounts advised by Gratia, with Pei also holding shares personally.

The filing states that the position is for investment purposes, but it also notes that the reporting persons believe the share price does not reflect the company’s prospects and that they look forward to positive and supportive discussions with management. Topics they highlight include potential dividend increases, broader strategic initiatives, and how the company is positioned within the mortgage REIT universe. They reserve flexibility to change the size of the position or pursue actions described in Item 4’s subparagraphs as they deem appropriate, so future disclosures may further clarify the depth of their engagement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

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)

01/05/2025

(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).

SCHEDULE 13D

CUSIP No. 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 4,234,768.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,234,768.00

11

Aggregate amount beneficially owned by each reporting person

4,234,768.00

12

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

13

Percent of class represented by amount in Row (11)

5.4 %

14

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13D

CUSIP No. 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 4,234,768.00
9	Sole Dispositive Power 116,428.00
10	Shared Dispositive Power 4,234,768.00

11

Aggregate amount beneficially owned by each reporting person

4,351,196.00

12

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

13

Percent of class represented by amount in Row (11)

5.6 %

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: C/o Tpg Capital, L.p., 345 California Street, Suite 3300, San Francisco, CALIFORNIA , 94104.
Item 2.	Identity and Background
(a)	This 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 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 4,351,196 Shares, constituting 5.6% of the Shares* and (ii) Gratia may be deemed to be the beneficial owner of 4,234,768 Shares, constituting 5.4% of the Shares* *The outstanding Shares figure reflects 78,261,346 shares issued and outstanding, as reported on the Issuer's 10-Q filed on October 28, 2025.
(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 4,234,768 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 4,234,768 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 4,234,768 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 4,234,768 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 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)	Not applicable.
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:	/s/ Steve Pei*
Name/Title:	Steve Pei, Managing Member
Date:	01/08/2026

Steve Pei

Signature:	/s/ Steve Pei*
Name/Title:	Steve Pei
Date:	01/08/2026

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?

The filing states that Steve Pei may be deemed to beneficially own 4,351,196 shares of TPG RE Finance Trust, Inc., representing 5.6% of the common stock, while Gratia Capital, LLC may be deemed to beneficially own 4,234,768 shares, or 5.4%, based on 78,261,346 shares outstanding as reported in the issuer’s Form 10-Q.

Why did Gratia Capital and Steve Pei acquire shares of TPG RE Finance Trust (TRTX)?

The reporting persons state that they acquired their TRTX shares for investment purposes. They believe the issuer’s share price does not accurately reflect its short- and long-term prospects and indicate interest in constructive discussions with management and the board.

What topics do Gratia Capital and Steve Pei plan to discuss with TRTX management?

The filing notes that the reporting persons look forward to positive and supportive discussions with management on dividend increases, broader strategic initiatives, and the positioning of TPG RE Finance Trust within the mortgage REIT universe. They also mention ongoing contact with management, the board, and other significant shareholders regarding alternatives to create additional shareholder value.

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

According to the filing, Steve Pei has sole voting and dispositive power over 116,428 shares and shared voting and dispositive power over 4,234,768 shares. Gratia Capital, LLC has shared voting and dispositive power over 4,234,768 shares and no sole voting or dispositive power.

How were the TRTX shares held by Gratia Capital and Steve Pei financed?

The filing explains that funds for purchasing the shares came from the working capital of private funds and separately managed accounts advised by Gratia, as well as the personal funds of Steve Pei and other affiliates of Gratia. It states that no borrowed funds were used to purchase the shares, other than working capital borrowings in the ordinary course of business.

Do Gratia Capital and Steve Pei currently have specific plans for corporate actions at TRTX?

The reporting persons state that, except as described, they do not have present plans or proposals relating to the corporate actions listed in Item 4’s subparagraphs (a) through (j). However, they reserve the right, subject to market conditions and applicable law, to change the number of shares they may be deemed to beneficially own or to effect such changes or transactions in the future.