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): March 11, 2025
FS Credit Real Estate Income Trust, Inc.
(Exact name of Registrant as specified in its charter)
| Maryland | 000-56163 | 81-4446064 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
201 Rouse Boulevard Philadelphia, Pennsylvania (Address of principal executive offices) |
19112 (Zip Code) |
Registrant’s telephone number, including area code: (215) 495-1150
None
(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)) |
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 1.01. | Entry into a Material Definitive Agreement. |
Class I RSU Agreement
On March 11, 2025, FS Credit Real Estate Income Trust, Inc. (the “Company”) amended its Class I Restricted Stock Unit Agreement among the Company, FS Real Estate Advisor, LLC (the “Adviser”) and Rialto Capital Management, LLC (“Rialto”) and amended its Class I Restricted Stock Unit Agreement among the Company, the Adviser and Rialto for outstanding awards (together, the “Class I RSU Agreement”). The administrative fee paid to the Adviser is paid in the form of restricted stock units (“RSUs”) that, upon vesting, convert on a 1-to-1 basis into Class I shares of common stock. The Class I RSU Agreement now provides that (i) RSUs granted after March 31, 2025 will vest ratably over four years starting after the second anniversary of the grant date and (ii) previously issued and outstanding RSUs are eligible to vest proportionally on the first calendar day of the month following the anniversary of the applicable grant date in each of 2026, 2027, 2028 and 2029, as provided below:
| Grant Year | 2026 | 2027 | 2028 | 2029 | ||||
| 2022 | 1/2 | 1/2 | - | - | ||||
| 2023 | 1/3 | 1/3 | 1/3 | - | ||||
| 2024 | 1/4 | 1/4 | 1/4 | 1/4 |
The foregoing summary description of the Class I RSU Agreement does not purport to be complete and is qualified in its entirety by reference to the Class I RSU Agreement and Amendment No. 1 to the Class I RSU Agreement, copies of such agreements are included as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Officer Resignation and Appointment
On March 11, 2025, Edward T. Gallivan, Jr. notified the board of directors of the Company (the “Board”) of his resignation as chief financial officer of the Company, effective April 1, 2025. Mr. Gallivan’s resignation is not due to any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Gallivan remains employed by the Company’s sponsor, FS Investments.
On March 11, 2025, the Board appointed Brian Gold as the Company’s chief financial officer, effective April 1, 2025. Mr. Gold’s appointment is not pursuant to any agreement or understanding with the Company or any other person. There is no family relationship between Mr. Gold and any of the Company’s directors or other executive officers, and there are no related party transactions with regard to Mr. Gold that are reportable under Item 404(a) of Regulation S-K. Mr. Gold will not receive any direct compensation from the Company.
Mr. Gold’s biographical information is set forth below.
Brian Gold, age 42, has served as the Company’s chief financial officer since April 2025. Prior to joining FS Investments in April 2025, Mr. Gold served as a member of the real estate investment trust team of BrightSpire Capital, where he served as Managing Director from March 2023 to July 2024 and as Senior Vice President from June 2019 to March 2023. During his time at BrightSpire Capital, Mr. Gold led the finance and accounting team responsible for managing a diversified portfolio of commercial real estate senior mortgage loans, mezzanine loans, preferred equity, debt securities, real estate owned and net leased properties. Prior to joining BrightSpire Capital, Mr. Gold served as Vice President of Finance at Goldman Sachs from July 2015 to May 2019. In this role, was a senior member of the financial reporting team responsible for the firm’s quarterly and annual SEC filings, alternative investment portfolios, and compliance with accounting guidance. Prior to his time with Goldman Sachs, Mr. Gold spent five years with Morgan Stanley in the Finance Division, where he managed the preparation of significant disclosures under US GAAP and regulatory filings to the Federal Reserve. Mr. Gold began his career at KPMG in the Audit group. Mr. Gold received a B.S. in Accounting from Long Island University and is an active certified public accountant.
In connection with Mr. Gold’s appointment as an executive officer, the Company will enter into an indemnification agreement (the “Indemnification Agreement”) with Mr. Gold (the “Indemnitee”). The Company previously entered into substantially identical indemnification agreements with its other directors and officers. The Indemnification Agreement provides that, subject to certain limitations set forth therein, the Company will indemnify the Indemnitee to the fullest extent permitted by Maryland law and the Company’s charter, for amounts incurred as a result of the Indemnitee’s service in his role as an executive officer of the Company or in other roles as the Company may require from time to time. The Indemnification Agreement further provides that, subject to the limitations set forth therein, the Company will advance all reasonable expenses to the Indemnitee in connection with proceedings covered by the Indemnification Agreement.
Subject to certain limitations set forth therein, the Indemnification Agreement places limitations on the indemnification of the Indemnitee to the extent the Indemnitee is found to have acted in bad faith or with active and deliberate dishonesty and such actions were material to the matter that caused the loss to the Company. The Indemnification Agreement also provides that, except for a proceeding brought by the Indemnitee and certain proceedings involving separate defenses, counterclaims or other conflicts of interest, the Company has the right to defend the Indemnitee in any proceeding which may give rise to indemnification under the Indemnification Agreement.
The description of the Indemnification Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the full terms of the Indemnification Agreement. The Company filed a Form of Indemnification Agreement with its Registration Statement on Form S-11 (File No. 333-216037), filed on June 6, 2017.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibit
| EXHIBIT NUMBER |
DESCRIPTION |
| 10.1 | Class I Restricted Stock Unit Award Agreement, dated March 11, 2025, by and among FS Credit Real Estate Income Trust, Inc., FS Real Estate Advisor, LLC and Rialto Capital Management, LLC |
| 10.2 | Amendment No. 1 to the Class I Restricted Stock Unit Award Agreement, dated March 11, 2025, by and among FS Credit Real Estate Income Trust, Inc., FS Real Estate Advisor, LLC and Rialto Capital Management, LLC |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FS Credit Real Estate Income Trust, Inc. | |||
| Date: | March 17, 2025 | By: | /s/ Stephen S. Sypherd |
| Stephen S. Sypherd | |||
| Vice President, Treasurer and Secretary | |||
Exhibit 10.1
*Form for Class I RSUs granted on or after March 31, 2025
FS Credit Real Estate Income Trust, Inc.
Class I Restricted Stock Unit Agreement*
March 11, 2025
This Class I Restricted Stock Unit Agreement (the “Agreement”) is made on the date set forth above in accordance with Section 8(c) of the Fourth Amended and Restated Advisory Agreement between FS Credit Real Estate Income Trust, Inc. (the “Company”) and FS Real Estate Advisor, LLC (the “Adviser”), effective as of December 1, 2022 (as amended, the “Advisory Agreement”). Capitalized terms used but not defined herein have the meanings given to such terms in the Advisory Agreement. This agreement applies to all Class I RSUs granted on or after March 31, 2025, and replaces the Class I Restricted Stock Unit Agreement dated as of December 1, 2022, as amended (the “Original RSU Agreement”), except with respect to RSUs issued under the Original RSU Agreement prior to March 31, 2025.
| 1. | In accordance with Section 8(c) of the Advisory Agreement, the Administrative Services Fee shall be payable quarterly in arrears on the last day of each quarter in the cash equivalent number of Class I RSUs based on the then-current Class I Share transaction price as of the last day of such quarter (each such payment date, a “Grant Date”). On each Grant Date, the Company shall issue to the Adviser and the Sub-Adviser (the “Adviser Entities”) the number of Class I RSUs to which each is entitled pursuant to the Advisory Agreement and the Sub-Advisory Agreement, as applicable, subject to the terms and conditions hereof. Each Class I RSU represents the right to receive one Class I Share, subject to the terms and conditions of this Agreement. |
| 2. | Except as otherwise provided herein, Class I RSUs shall become issuable in the form of Class I Shares on the following dates (each, a “Vesting Date”): |
| a. | 1/4th of the Class I RSUs shall vest on the first calendar day of the month following the two-year anniversary of the Grant Date; |
| b. | 1/4th of the Class I RSUs shall vest on the first calendar day of the month following the three-year anniversary of the Grant Date; |
| c. | 1/4th of the Class I RSUs shall vest on the first calendar day of the month following the four-year anniversary of the Grant Date; |
| d. | 1/4th of the Class I RSUs shall vest on the first calendar day of the month following the five-year anniversary of the Grant Date; |
| e. | 100% of the Adviser’s Class I RSUs shall immediately vest upon the nonrenewal or termination of the Advisory Agreement pursuant to Section 12(b)(ii), Section 12(b)(iii) or Section 12(b)(iv) thereof; and |
| f. | 100% of the Sub-Adviser’s Class I RSUs shall immediately vest upon the nonrenewal or termination of the Sub-Advisory Agreement pursuant to Section 9(b)(i), Section 9(b)(iii), Section 9(b)(iv), Section 9(b)(v) or Section 9(b)(vi) thereof. |
Notwithstanding the forgoing vesting schedule, (i) 100% of the Adviser’s unvested Class I RSUs shall be automatically forfeited upon termination of the Advisory Agreement pursuant to Section 12(b)(i) thereof and (ii) 100% of the Sub-Adviser’s unvested Class I RSUs shall be automatically forfeited upon termination of the Sub-Advisory Agreement pursuant to Section 9(b)(ii) thereof. If either of the Adviser Entities resigns as the adviser or sub-adviser, respectively, of the Company, then any rights related to the Class I RSUs evidenced hereby as of the date of such resignation shall remain outstanding and Class I Shares issuable in respect thereof shall be issued upon the applicable Vesting Date.
| 3. | On each Vesting Date, the Board authorizes and directs the Company to issue to the Adviser Entities, subject to Section 4 below, their respective portion of the number of Class I Shares equal to the number of vested Class I RSUs, and such Class I Shares shall be validly issued and non-assessable. Such Class I Shares shall be registered in the names of the applicable Adviser Entity as of the Vesting Date, and the Company shall notify the Company’s transfer agent of such issuance of Class I Shares. The Adviser Entities may not request repurchase by the Company of any Class I Shares issued hereunder for a period of six (6) months from the date of issuance. Thereafter, upon ten (10) days’ written notice to the Company by the Adviser or, as applicable, the Sub-Adviser, the Company shall repurchase any Class I Shares requested to be repurchased by either of the Adviser Entities at the then-current Class I Share transaction price; provided that no repurchase shall be permitted that would jeopardize the Company’s qualification as a REIT or violate Maryland law. |
| 4. | If the issuance of Class I Shares pursuant to this Agreement, in the opinion of the Company or the Adviser, were to jeopardize the Company’s qualification as a REIT, such issuance would be further deferred until such time as it would not cause the Company to fail to qualify as a REIT, as determined by the Company and the Adviser. |
| 5. | If, prior to a Vesting Date, the Company declares a cash distribution on the Class I Shares underlying the unvested Class I RSUs, then, on the payment date of such distribution, the account of each Adviser Entity shall be credited with distribution equivalents in an amount equal to the distributions that would have been paid to such Adviser Entity if one Class I Share had been issued for each unvested Class I RSU granted to such Adviser Entity as set forth in this Agreement. Distribution equivalents shall be subject to the same vesting and forfeiture restrictions as the Class I RSUs to which they are attributable and shall be paid on the same date that the Class I RSUs to which they are attributable are settled in accordance with this Agreement. |
| 6. | The Adviser Entities acknowledge that the Company has not registered the Class I Shares to be issued hereunder under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws (the “State Acts”) in reliance upon exemptions from such registration provided by the Securities Act and the State Acts. The Adviser Entities acknowledge that the Class I Shares to be issued hereunder may not be sold, transferred, assigned, exchanged, pledged, hypothecated or otherwise disposed of except pursuant to a registration of the Class I Shares under the Securities Act and all applicable State Acts, or in transactions which are exempt from the registration provisions of the Securities Act and all applicable State Acts, and that the Adviser Entities have no right to require the Company or any other party to seek such registration of such Class I Shares. The Adviser Entities further acknowledge that the Class I Shares are subject to significant restrictions on transferability and ownership set forth in the Company’s Articles of Amendment and Restatement, dated as of September 7, 2017, as amended or restated to date, and that the Adviser Entities have no present intent to attempt to sell, transfer or otherwise dispose of such Class I Shares, except in compliance with applicable securities laws, which will be unregistered and subject to restrictions on transfer. The Adviser Entities are acquiring the Class I Shares solely for their own beneficial account for investment purposes only, and not with a view towards, or with any intention of, any distribution or resale of the Class I Shares, except in compliance with applicable securities laws. |
| 7. | This Agreement shall have an unlimited duration, except as otherwise set forth herein. |
| 8. | This Agreement shall be construed in accordance with the laws of the State of Delaware. |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.
| FS REAL ESTATE ADVISOR, LLC | ||
| By: |
/s/ Michael C. Forman |
|
| Name: | Michael C. Forman | |
| Title: | Chief Executive Officer | |
| FS CREDIT REAL ESTATE INCOME TRUST, INC. | ||
| By: |
/s/ Michael C. Forman |
|
| Name: | Michael C. Forman | |
| Title: | Chief Executive Officer | |
| RIALTO CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ Sorana Georgescu |
|
| Name: | Sorana Georgescu | |
| Title: | Secretary | |
Exhibit 10.2
AMENDMENT NO. 1
FS Credit Real Estate Income Trust, Inc.
Class I Restricted Stock Unit Agreement
This Amendment (“Amendment”) to the Class I Restricted Stock Unit Award Agreement (the “Agreement”), dated as of March 11, 2025, by and between FS Credit Real Estate Income Trust, Inc. (the “Company”) and FS Real Estate Advisor, LLC (the “Adviser”), shall be effective as of April 1, 2025 (the “Effective Date”). This Amendment applies to all unvested Class I RSUs granted to the Adviser that remain outstanding as of the Effective Date. Capitalized terms used but not defined herein have the meanings given to such terms in the Advisory Agreement or the Agreement, as applicable.
The Company and the Adviser desire to amend the Agreement as provided below. Therefore, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Section 2 of the Agreement shall be deleted in its entirety and replaced with the following: |
| “2. | Except as otherwise provided herein, Class I RSUs shall become issuable in the form of Class I Shares on the first calendar day of the month following the anniversary of the applicable Grant Date in each of 2026, 2027, 2028 and 2029, as a proportion of unvested Class I RSUs as of the Effective Date as provided in the below schedule (each, a “Vesting Date”): |
| Grant Year | 2026 | 2027 | 2028 | 2029 | ||||
| 2022 | 1/2 | 1/2 | - | - | ||||
| 2023 | 1/3 | 1/3 | 1/3 | - | ||||
| 2024 | 1/4 | 1/4 | 1/4 | 1/4 |
Notwithstanding the foregoing vesting schedule,
| a. | 100% of the Adviser’s Class I RSUs shall immediately vest upon the nonrenewal or termination of the Advisory Agreement pursuant to Section 12(b)(ii), Section 12(b)(iii) or Section 12(b)(iv) thereof; and |
| b. | 100% of the Sub-Adviser’s Class I RSUs shall immediately vest upon the nonrenewal or termination of the Sub-Advisory Agreement pursuant to Section 9(b)(i), Section 9(b)(iii), Section 9(b)(iv), Section 9(b)(v) or Section 9(b)(vi) thereof. |
Notwithstanding the forgoing vesting schedule, (i) 100% of the Adviser’s unvested Class I RSUs shall be automatically forfeited upon termination of the Advisory Agreement pursuant to Section 12(b)(i) thereof and (ii) 100% of the Sub-Adviser’s unvested Class I RSUs shall be automatically forfeited upon termination of the Sub-Advisory Agreement pursuant to Section 9(b)(ii) thereof. If either of the Adviser Entities resigns as the adviser or sub-adviser, respectively, of the Company, then any rights related to the Class I RSUs evidenced hereby as of the date of such resignation shall remain outstanding and Class I Shares issuable in respect thereof shall be issued upon the applicable Vesting Date.”
| 2. | The terms of the Agreement not hereby amended shall be and remain in full force and effect and are not affected by this Amendment. |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date above written.
| FS REAL ESTATE ADVISOR, LLC | ||
| By: |
/s/ Michael C. Forman |
|
| Name: | Michael C. Forman | |
| Title: | Chief Executive Officer | |
| FS CREDIT REAL ESTATE INCOME TRUST, INC. | ||
| By: |
/s/ Michael C. Forman |
|
| Name: | Michael C. Forman | |
| Title: | Chief Executive Officer | |
| RIALTO CAPITAL MANAGEMENT, LLC | ||
| By: |
/s/ Sorana Georgescu |
|
| Name: | Sorana Georgescu | |
| Title: | Secretary | |