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Franklin BSP Realty Trust, Inc.

For the period ended Jun 8, 2026. Filed Apr 17, 2026.

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Jun 8, 2026 · Filed Apr 17, 2026

FBRT$6.20-1.3%Stored close · as of Nov 6, 2026
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Appendix

Distributable Earnings is anon-GAAP measure, which the Company defines as GAAP net income (loss), adjusted for(i) non-cash CLO amortization acceleration and amortization over the expected useful life of the Company’s CLOs, (ii) unrealized gains and losses on loans and derivatives, including CECL reserves and impairments, net of realized gains and losses, as described further below, (iii) non-cash equity compensation expense, (iv) depreciation and amortization, (v) subordinated performance fee accruals/(reversal), (vi) realized gains and losses on debt extinguishment and CLO calls,(vii) non-cash income from mortgage servicing rights, and (viii) certain other non-cash items. Further, Distributable Earnings to Common, a non-GAAP measure, presents Distributable Earnings net of (x) perpetual preferred stock dividend payments and (y) non-controlling interests in joint ventures.

As noted above, we exclude unrealized gains and losses on loans and other investments, including CECL reserves and impairments, from our calculation of Distributable Earnings and include realized gains and losses. The nature of these adjustments is described more fully in the footnotes to our reconciliation tables. GAAP loan loss reserves and any property impairment losses have been excluded from Distributable Earnings consistent with other unrealized losses pursuant to our existing definition of Distributable Earnings. We expect to only recognize such potential credit or property impairment losses in Distributable Earnings if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of a foreclosure or other property, when the underlying asset is sold. Amounts may also be deemednon-recoverable if, in our determination, it is nearly certain the carrying amounts will not be collected or realized. The realized loss amount reflected in Distributable Earnings will generally equal the difference between the cash received and the Distributable Earnings basis of the asset. The timing of any such loss realization in our Distributable Earnings may differ materially from the timing of the corresponding loss reserves, charge-offs or impairments in our consolidated financial statements prepared in accordance with GAAP.

The Company believes that Distributable Earnings and Distributable Earnings to Common provide meaningful information to consider in addition to the disclosed GAAP results. The Company believes Distributable Earnings and Distributable Earnings to Common are useful financial metrics for existing and potential future holders of its common stock as historically, over time, Distributable Earnings to Common has been an indicator of common dividends per share. As a REIT, the Company generally must distribute annually at least 90% of its taxable income, subject to certain adjustments, and therefore believes dividends are one of the principal reasons stockholders may invest in its common stock. Further, Distributable Earnings to Common helps investors evaluate performance excluding the effects of certain transactions and GAAP adjustments that the Company does not believe are necessarily indicative of current loan portfolio performance and the Company’s operations and is one of the performance metrics the Company’s board of directors considers when dividends are declared.

Distributable Earnings and Distributable Earnings to Common do not represent net income (loss) and should not be considered as an alternative to GAAP net income (loss). The methodology for calculating Distributable Earnings and Distributable Earnings to Common may differ from the methodologies employed by other companies and thus may not be comparable to the Distributable Earnings reported by other companies.

FRANKLIN BSP REALTY TRUSTA-12026 PROXY STATEMENT

RECONCILIATION OF GAAP NET INCOME TO DISTRIBUTABLE EARNINGS

(In thousands, except share and per share data)2

The following table provides a reconciliation of GAAP net income to Distributable Earnings for the year ended December 31, 2025 (dollars in thousands):

Year EndedDecember 31,
GAAP Net Income (Loss)$ 84,085
Adjustments:
CLO amortization acceleration(1)-
Unrealized (gain)/loss on financial instruments(2)4,444
(Reversal of)/provision for credit losses(11,850)
Non-cash compensation expense13,070
Depreciation and amortization, net9,570
Subordinated Performance Fee(3)(1,080)
Transaction-related and non-recurring items(4)8,818
Realized (gain)/loss on debt extinguishment / CLO call7,660
Loan workout charges/(loan workout recoveries)(5)-
Income from mortgage servicing rights(28,570)
Amortization and write-offs of MSRs25,625
Deferred Tax Adjustment3,030
Fair value adjustments on equity investments(1,707)
Distributable Earnings before Realized Loss$ 113,095
Realized gain/(loss) on debt extinguishment(7,660)
Realized gain/(loss) adjustment on loans and REO(6)(38,114)
Distributable Earnings$ 67,321
7.5% series E cumulative redeemable preferred stock dividend(19,367)
Non-controlling interests in joint ventures net (income) / loss(1,814)
Non-controlling interest in joint ventures adjusted net (income) / loss DE adjustments(265)
Distributable Earnings to Common$ 45,875
Average common stock & common stock equivalents(7)1,354,842
GAAP net income/(loss) ROE4.6%
Distributable earnings ROE3.4%
GAAP net income/(loss) per share, diluted$ 0.64
GAAP net income/(loss) per share, fully converted(8)$ 0.68
Distributable earnings per share, fully converted(8)$ 0.49
Distributable earnings per share before realized loss, fully converted(6)$ 0.99
(1)Before Q1 2024, we adjusted GAAP income for non-cash CLO amortization acceleration to effectively amortize the issuance costs of our CLOs over the expected lifetime of the CLOs. We assume our CLOs will be outstanding for approximately four years and amortized the financing costs over approximately four years in our distributable earnings as compared to effective yield methodology in our GAAP earnings. Starting in Q1 2024, we amortized the issuance costs incurred on our CLOs over the expected lifetime of the CLOs in our GAAP presentation, making our previous adjustment no longer necessary.
(2)Represents unrealized gains and losses on (i) commercial mortgage loans, held for sale, measured at fair value, (ii) other real estate investments, measured at fair value and (iii) derivatives.
(3)Represents accrued and unpaid subordinated performance fee. In addition, reversal of subordinated performance fee represents cash payment obligations during the period.
FRANKLIN BSP REALTY TRUSTA-22026 PROXY STATEMENT
(4)Represents transaction-related and non-recurring costs associated with the acquisition of NewPoint.
(5)Represents loan workout charges the Company incurred, which the Company deemed likely to be recovered. Reversal of loan workout charges represent recoveries received. During the second quarter of 2023, the Company recovered $5.1 million of loan workout charges, in aggregate, related to the loan workout charges incurred in 2022.
(6)Represents amounts deemed nonrecoverable upon a realization event, which is generally at the time a loan is repaid, or in the case of a foreclosure or other property, when the underlying asset is sold. Amounts may also be deemed non-recoverable if, in our determination, it is nearly certain the carrying amounts will not be collected or realized upon sale. Amount may be different than the GAAP basis. As of December 31, 2025, the Company has $8.1 million of GAAP loss adjustments that would run through distributable earnings if and when cash losses are realized.
(7)Represents the average of all classes of equity except the Series E Preferred Stock.
(8)Fully Converted assumes conversion of our series of convertible preferred stock and OP Units along with full vesting of our outstanding equity compensation awards.
FRANKLIN BSP REALTY TRUSTA-32026 PROXY STATEMENT

FRANKLIN BSP REALTY TRUST, INC. 1 MADISON AVENUE, SUITE 1600 NEW YORK, NEW YORK 10010 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com/FBRT or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 p.m. Eastern Time on June 7, 2026. Follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/FBRT2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 p.m. Eastern Time on June 7, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V95337-P47385 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY FRANKLIN BSP REALTY TRUST, INC. The Board of Directors recommends you vote FOR each nominee in Proposal 1, FOR each of Proposals 2 and 3: 1. ELECTION OF DIRECTORS Nominees: For Against Abstain 1a. Pat Augustine 1b. Richard J. Byrne 2. RATIFICATION OF THE APPOINTMENT O F PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S 1c. Joe Dumars INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 1d. Peter J. McDonough ! ! ! 3. ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS 1e. Buford H. Ortale 1f. Elizabeth K. Tuppeny Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com/FBRT. V95338-P47385 Franklin BSP Realty Trust, Inc. Annual Meeting of Stockholders June 8, 2026 11:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of Franklin BSP Realty Trust, Inc. (the “Company”), hereby appoints Richard J. Byrne and Micah Goodman, and each of them, as proxies for the undersigned with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Company to be held virtually at www.virtualshareholdermeeting.com/FBRT2026 on June 8, 2026, commencing at 11:00 a.m., Eastern Time, and any and all adjournments and postponements thereof, to cast, on behalf of the undersigned, all votes that the undersigned is entitled to cast, and otherwise to represent the undersigned, at such Annual Meeting and all adjournments and postponements thereof, with all power possessed by the undersigned as if personally present and to vote in their discretion on such matters as may properly come before the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and of the accompanying proxy statement, which is hereby incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. When this proxy is properly executed, the votes entitled to be cast by the undersigned stockholder will be cast in the manner directed on the reverse side. If no direction is made, the votes entitled to be cast by the undersigned stockholder will be cast “FOR” Proposals 1 through 3. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter, including a motion to adjourn or postpone the Annual Meeting to another time or place for the purpose of soliciting additional proxies that may properly come before the Annual Meeting or any adjournment or postponement thereof. At the present time, the Board of Directors knows of no other matters to be presented at the Annual Meeting. Continued and to be signed on reverse side

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