Franklin BSP Realty Trust, Inc.

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

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Filed by a Party other than the Registrant ☐

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April 15, 2025

Dear Fellow Stockholders:

You are cordially invited to attend the 2025 annual meeting of stockholders of Franklin BSP Realty Trust, Inc., a Maryland corporation (“FBRT” or “the Company”), which will be held on Wednesday, May 28, 2025, at 11:00 A.M. Eastern time. The meeting will be held in virtual meeting format.

In 2024, FBRT paid an annual dividend of $1.42, delivering a 9% yield on book value. We originated approximately $2 billion in new loan commitments, including $441 million in the fourth quarter. FBRT received repayments of $1.6 billion in 2024. Based on our origination and repayment activity, as of January 2025, approximately 52% of our portfolio is comprised of loans originated after the interest rate hikes experienced in 2022 to 2023. These originations represent incredibly attractive opportunities with high-quality borrowers and lowloan-to-value ratios. We ended the year with $535 million in available liquidity, including $184 million of unrestricted cash. We remain confident in FBRT’s portfolio and our ability to continue to capitalize on market opportunities.

Emerging from 2024, we are excited about FBRT’s future. In March 2025, we announced our acquisition of NewPoint Holdings JV LLC (“NewPoint”), a vertically integrated lending and servicing platform with a suite of agency licenses. The acquisition is highly synergistic and represents a natural expansion of our business lines within our core competency, multifamily lending. We expect our acquisition of NewPoint to provide an opportunity for future earnings and book value growth, allowing FBRT to originate agency loans and retain mortgage servicing rights. We expect the acquisition to close in the third quarter of 2025.

The role of our Board of Directors is to oversee the execution of our disciplined strategy and protect the rights of our stockholders. We have nominated all seven of our current directors forre-election at the Annual Meeting, of which 86% are independent. FBRT regularly assesses and enhances its governance practices through actively engaging with our stockholders and being responsive to any feedback we receive.

As such, this year, we have again included a proposal on our ballot to eliminate the supermajority vote standard to amend certain provisions of our charter. This proposal was presented to stockholders at the 2023 and 2024 annual meetings and received 98% support from the stockholders who voted on the proposal. Despite this, the requisite percentage of affirmative votes from our outstanding shares required to pass the proposal was not obtained in either year. Given our strong commitment to representing stockholder interests, we are including the charter amendment on our ballot again this year.

On behalf of the Board of Directors, I would like to express our sincere appreciation for your investment in FBRT. We value your input and continued support.

Sincerely, /s/ Richard J. Byrne

Richard J. Byrne

Chairman of the Board of Directors and Chief Executive Officer

1 Madison Avenue, Suite 1600

New York, New York 10010

Notice of Annual Meeting of Stockholders

Proxy Statement Notice Information

To the Stockholders of Franklin BSP Realty Trust, Inc.:

We hereby notify you that Franklin BSP Realty Trust, Inc., a Maryland corporation (the “Company”) is holding its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on Wednesday, May 28, 2025, at 11:00 A.M. Eastern time. The Annual Meeting will be held in virtual format only. You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/FBRT2025. You will need to have your control number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.

At the Annual Meeting, you will be asked to consider and vote upon (i) the election of seven members to the Board of Directors, (ii) an amendment to the Articles of Amendment and Restatement of the Company to eliminate supermajority voting requirements, (iii) the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2025, and (iv) an advisory vote on the compensation of the Company’s named executive officers. The Company will also transact any other business that may properly come before the Annual Meeting and any adjournment thereof.

Our Board of Directors has fixed the close of business on April 4, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof. Record holders of shares of our common stock, par value $0.01 per share, and our Series H Convertible Preferred Stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.

Stockholders, whether or not they expect to attend the meeting, are requested to authorize a proxy to vote their shares electronically 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 and included in the accompanying proxy statement. Any person giving a proxy has the power to revoke it at any time prior to the meeting and stockholders who attend the meeting and who are eligible to vote may withdraw their proxies and vote in person.

By Order of the Board of Directors, /s/ Micah Goodman

Micah Goodman

General Counsel and Secretary

April 15, 2025

PROXY SUMMARY

This summary contains highlights about the Company and the Annual Meeting. This summary does not contain all information that you should consider in advance of the Annual Meeting, and the Company encourages you to read the entire Proxy Statement and the Company’s 2024 Annual Report on Form 10-K carefully before voting.

2025 Annual Meeting of Stockholders

Voting Matters

Participating in the Annual Meeting

The virtual meeting will be available to stockholders across the globe via any Internet-connected device and has been designed to provide the same rights to participate as you would have at anin-person meeting, including providing opportunities to vote and ask questions.

You are entitled to participate, vote and ask questions at the Annual Meeting by visiting www.virtualshareholdermeeting.com/FBRT2025.

Voting Stockholders may vote by:

Internet www.proxyvote.com/FBRT

Telephone 1-800-690-6903

Mail complete, sign and return proxy card

Online attend Annual Meeting virtually Information www.virtualshareholdermeeting.com /FBRT2025

PROXY HIGHLIGHTS

2024 Financial Highlights

Corporate Governance Highlights

*Please refer to the Appendix to this proxy statement for a reconciliation ofnon-GAAP financial measures to our results as reported under GAAP