KKR Real Estate Finance Trust Inc.
For the period ended Apr 14, 2026. Filed Mar 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 14, 2026 · Filed Mar 3, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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KKR REAL ESTATE FINANCE TRUST INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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March 3, 2026
Dear Fellow Stockholders:
You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), which will be held virtually at 9:00 a.m., Eastern Time, on Tuesday, April 14, 2026. The Annual Meeting will be a virtual meeting of stockholders, held solely by means of remote communication.
You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visitingwww.virtualshareholdermeeting.com/KREF2026. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials. Stockholders will not be able to physically attend the Annual Meeting. At the Annual Meeting, stockholders will be asked to:
| • | elect the director nominees listed herein; |
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| • | ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026; |
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| • | consider a non-binding vote on executive compensation of our named executive officers; and |
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| • | consider such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. |
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Details concerning the matters to come before stockholders at the Annual Meeting are described in the accompanying Notice of 2026 Annual Meeting of Stockholders and Proxy Statement.
Your Board of Directors unanimously recommends that you vote:
| • | FOR all of the director nominees listed in the Proxy Statement, |
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| • | FOR the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026, and |
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| • | FOR the approval of the advisory resolution relating to the compensation of our named executive officers as disclosed in the accompanying proxy statement. |
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We will be using the “Notice and Access” method of providing proxy materials to you via the Internet. We believe that this process will provide a convenient, economic and environmentally friendly way to access the proxy materials and authorize a proxy to vote your shares.
It is important that your shares be represented at the Annual Meeting and voted in accordance with your wishes. Whether or not you plan to attend the Annual Meeting, we urge you to authorize a proxy as promptly as possible - by Internet, telephone or mail - so that your shares will be voted at the Annual Meeting.
On behalf of the Board of Directors, we thank you for your continued support.
Sincerely,
/s/ Ralph F. Rosenberg
Ralph F. Rosenberg
Chairman of the Board of Directors
| /s/ Christen E.J. Lee | /s/ Matthew A. Salem |
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| Christen E.J. Lee | Matthew A. Salem |
| Vice Chairman of the Board of Directors | Chief Executive Officer and Director |
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
To Our Stockholders:
We hereby notify you that KKR Real Estate Finance Trust Inc., a Maryland corporation (the “Company”), is holding its 2026 annual meeting of stockholders (the “Annual Meeting”) virtually via live audio webcast atwww.virtualshareholdermeeting.com/KREF2026 on Tuesday, April 14, 2026, at 9:00 a.m., Eastern Time. At the Annual Meeting, stockholders will be asked to:
| 1. | elect the director nominees listed herein; |
| 2. | ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026; |
| 3. | consider a non-binding vote on executive compensation of our named executive officers; and |
| 4. | consider such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. |
You can vote your shares if the Company’s records show that you were a stockholder of record of the Company’s common stock as of the close of business on February 20, 2026, the record date for the Annual Meeting. Stockholders, whether or not they expect to attend the Annual Meeting, are requested to authorize a proxy to vote their shares electronically before the meeting via the Internet, by telephone or by completing and returning the proxy card if you requested paper copies of the Company’s proxy materials. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you requested paper copies, the instructions are printed on your proxy card. Instructions are also described in the accompanying Proxy Statement. Any person giving a proxy has the power to revoke it at any time prior to the Annual Meeting, and stockholders who attend the meeting and who are eligible to vote may withdraw their proxies and cast their vote electronically at the meeting. To participate in the Annual Meeting, you must have your 16-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, in your proxy card or the instructions that accompanied your proxy materials. Stockholders will not be able to physically attend the Annual Meeting.
Sincerely,
/s/ W. Patrick Mattson
President, Chief Operating Officer and Secretary
March 3, 2026
This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case
may be, on or about March 3, 2026.
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 14, 2026: This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.