Franklin BSP Realty Trust, Inc.
For the period ended Jun 8, 2026. Filed Apr 17, 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.
Jun 8, 2026 · Filed Apr 17, 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
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Filed by a Party other than the Registrant ☐
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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 under §240.14a-12 |
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April 17, 2026
Dear Fellow Stockholders:
You are cordially invited to attend the 2026 annual meeting of stockholders of Franklin BSP Realty Trust, Inc., a Maryland corporation (“FBRT” or “the Company”), which will be held on Monday, June 8, 2026, at 11:00 A.M. Eastern time. The meeting will be held in virtual meeting format.
2025 was a year of transition for FBRT, as we diversified our business lines with the acquisition of NewPoint Holdings JV LLC (“NewPoint”) and continued to sort through the remaining legacy 2021 and 2022 assets. Two years ago, I wrote about a difficult commercial real estate cycle that was about to make landfall. Due to our preparation, we have been able to weather this cycle with minimal losses. However, it has taken longer to resolve certain loans than expected. In response to this, we have taken steps to stabilize our book value, such as resetting the quarterly dividend to $0.20 per share in the beginning of February. In the near term, our focus remains on delivering durable book value growth and matching our yields to our distributions.
In 2025, FBRT paid an annual dividend of $1.42 per share, representing an annualized 10% yield on book value and ended the year with $820.6 million in available liquidity. We currently hold a principal balance of $4.4 billion across 169 loans, averaging $26.2 million each. We also originated $1.1 billion of new loan commitments under programs with Fannie Mae, Freddie Mac, and HUD.
FBRT’s thoughtful approach to portfolio construction is overseen by a highly engaged and independent Board of Directors. As part of our responsibilities, we engage in regular succession planning to ensure the long-term success of our Company. In 2023, Michael Comparato was promoted to President and in February 2026, the Board appointed him as Chief Executive Officer and Brian Buffone as President, in line with its succession planning efforts. I will continue to serve as Chairman of the Board of Directors. The Board is confident that the appointments of Mike and Brian position us well to execute our strategy in a dynamic market environment.
The Board is focused on providing active oversight in the interest of long-term stockholder value. The Board, a significant majority of which is independent, is elected annually, and is comprised of the appropriate mix of skills to effectively oversee FBRT’s strategy. In the prior 3 years, we included a proposal on our ballot to eliminate the supermajority vote standard to amend certain provisions of our charter. Similar to prior years, although 98% of the stockholders who voted on the proposal voted in favor last year, the number of affirmative votes fell short of the requisite two-thirds of shares outstanding to have the proposal pass. While we remain committed to best-in-class corporate governance, after soliciting stockholder feedback on how the Board should approach this topic, the Board decided not to resubmit the proposal this year. The Board reached this conclusion given the significant majority of stockholders we engaged with have not raised this as a priority topic. Additionally, after considering the financial and time commitments required to put forth this proposal combined with the unlikelihood of meeting the high voting standard. The Board remains open to attempting the proposal again in the future and will continue to engage with stockholders on this topic.
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
| FRANKLIN BSP REALTY TRUST | 2026 PROXY STATEMENT |
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1 Madison Avenue, Suite 1600
New York, New York 10010
Notice of Annual Meeting of Stockholders
Proxy Statement Notice Information
| Monday, June 8, 2026 at 11:00 A.M. | Virtual format only | Record Date Close of business April 3, 2026 |
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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on Monday, June 8, 2026, 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/FBRT2026. 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 six members to the Board of Directors, (ii) the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026, and (iii) 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 3, 2026, 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 17, 2026
| FRANKLIN BSP REALTY TRUST | 2026 PROXY STATEMENT |
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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 2025 Annual Report on Form 10-K carefully before voting.
2026 Annual Meeting of Stockholders
Date and Time: Monday, June 8, 2026 at 11:00 a.m. Eastern Time
Voting: Stockholders of record date are able to vote by internet at www.proxyvote.com/FBRT; telephone at 1-800-690-6903; mail by completing and returning their proxy card; and online at the Annual Meeting.
Voting Matters
| BoardRecommendation | PageNumber | |
|---|---|---|
| Proposal 1: Election of Directors | FOR each nominee | 9 |
| Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, 2026 | FOR | 45 |
| Proposal 3: Advisory vote on the compensation of the Company’s named executive officers | FOR | 47 |
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/FBRT2026.
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 FBRT2026
| FRANKLIN BSP REALTY TRUST | 1 | 2026 PROXY STATEMENT |
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PROXY HIGHLIGHTS
2025 Financial Highlights
Corporate Governance and Responsibility Highlights
| FRANKLIN BSP REALTY TRUST | 2 | 2026 PROXY STATEMENT |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.