Franklin BSP Realty Trust, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2025

OR

For the transition period from _________ to __________

Commission file number:001-40923

(Exact name of registrant as specified in its charter)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x Noo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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.¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐ Yesx No

The aggregate market value of the voting and non-voting common equity (not including shares of common stock underlying outstanding shares of convertible preferred stock) held by non-affiliates as of June 30, 2025 was $858.0 million.

The number of outstanding shares of the registrant's common stock as of February 19, 2026 was 80,965,793 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed by Franklin BSP Realty Trust, Inc. with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s Annual Meeting of Stockholders to be held on May 27, 2026 will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal year ended December 31, 2025.

FORM 10-K

Year Ended December 31, 2025

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Forward-Looking Statements

Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Franklin BSP Realty Trust, Inc. (“we,” “our,” “us,” or the “Company”) and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes," “estimates,” “expects,” “plans,” “intends,” “should" or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

Our forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements, and thus our investors should not place undue reliance on these statements. We believe these factors include but are not limited to those described under the section entitled “Risk Factors” in this Annual Report, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at http://www.sec.gov. These factors include:

•changes in our business and investment strategy;

•our ability to make investments in a timely manner or on acceptable terms;

•changes in credit market conditions and our ability to obtain long-term financing for our investments in a timely manner and on terms that are consistent with what we project when we invest;

•the effect of general market, real estate market, economic and political conditions, including changing interest rate environments (and sustained high interest rates) and inflation;

•our ability to make scheduled payments on our debt obligations;

•our ability to generate sufficient cash flows to make distributions to our stockholders;

•our ability to generate sufficient debt and equity capital to fund additional investments;

•our ability to refinance our existing financing arrangements;

•our ability to recover unpaid principal on defaulted loans and reinvest it in income producing assets;

•the degree and nature of our competition;

•the ability of us and our external advisor to retain qualified personnel;

•impairments in the value of real estate property securing our loans or that we own;

•our ability to recover or mitigate estimated losses on non-performing assets;

•the impact of national health crises or international military conflicts; and

•our ability to maintain our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.

All forward-looking statements should be read in light of the risks identified in Part I, Item 1A of this Annual Report on Form 10-K.

Risk Factor Summary

We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures. We encourage our stockholders to carefully review the full risk factors contained in this Annual Report on Form 10-K in their entirety.

Risks Related to Our Financing Strategy

•We have a significant amount of indebtedness and may need to incur more in the future.

•We may not be able to earn returns on loans we make in excess of the interest we pay on our borrowings.

•We may use collateralized debt and loan obligation securitization markets to provide long-term financing for our loans and investments which may not be available.

•Lenders often require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions.

•Changes in interest rates, particularly short-term interest rates, may significantly influence our net income.

•We may not be able to access financing sources on attractive terms, if at all, which could adversely affect our ability to fund and grow our business, or result in dilution to our existing stockholders.

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•Our short-term borrowings often require us to provide additional collateral when the fair market value of our collateral decreases, and these calls for collateral could significantly impact our liquidity position.

Risks Related to Our Investments

•Our commercial real estate debt investments are subject to the risks typically associated with ownership of commercial real estate.

•Our success depends on the availability of attractive investment opportunities.

•Delays in liquidating defaulted commercial real estate debt investments could reduce our investment returns.

•Operating and disposing of properties acquired through foreclosure subject us to additional risks that could harm our results of operations.

•Subordinate commercial real estate debt that we originate or acquire could expose us to greater losses than primary mortgage loans do.

•We may be subject to risks associated with construction lending, such as declining real estate values, cost overruns and delays in completion.

•Jurisdictions with one action or security first rules or anti-deficiency legislation may limit the ability to foreclose on the property or to realize the obligation secured by the property by obtaining a deficiency judgment.

•Insurance may not cover all potential losses on the properties underlying our investments, which may harm the value of our assets.

•We invest in CMBS and CRE CLO Bonds, which entails certain risks, including those related to subordinate securities.

•We may not control the special servicing of the mortgage loans underlying the CMBS and CRE CLO Bonds in which we invest and, in such cases, the special servicer may take actions that could adversely affect our interests.

•We invest in collateralized debt obligations (“CDOs”) and such investments involve significant risks.

•Most of our investments are illiquid and we may not be able to vary our portfolio in response to changes in economic and other conditions, which may result in losses to us.

•Some of our investments are carried at estimated fair value as determined by us and, as a result, there may be uncertainty as to the value of these investments.

•Competition with third parties for originating and acquiring investments may reduce our profitability.

•Our due diligence may not reveal all material issues relating to our origination or acquisition of a particular investment.

•We may be unable to restructure loans in a manner that we believe maximizes value, particularly if we are one of multiple creditors in large capital structures.

•We may be subject to risks associated with future advance obligations, such as declining real estate values and operating performance.

•We may not be successful in our attempts to align the maturities of our liabilities with the maturities on our assets, which could harm our operating results and financial condition.

•Provision for credit losses is difficult to estimate.

•Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions and we cannot assure you that those ratings will not be downgraded.

Risks Related to the Conduit Segment of the Business

•We use warehouse facilities that may limit our ability to acquire assets, and we may incur losses if the collateral is liquidated.

•We directly or indirectly utilize non‑recourse securitizations, and such structures expose us to risks that could result in losses to us.

•The securitization market is subject to a regulatory environment that may affect certain aspects of these activities.

•We enter into hedging transactions that could expose us to contingent liabilities in the future.

•Hedging against interest rate exposure may adversely affect our income, limit our gains or result in losses, which could adversely affect cash available for distributions to our stockholders.

Risks Related to NewPoint and our Agency Business

•The acquisition of NewPoint and the operation of our Agency Business exposes us to a variety of additional risks that could materially and adversely affect our financial condition and results of operations.

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Risks Related to Conflicts of Interest

•The Advisor faces conflicts of interest relating to purchasing commercial real estate-related investments, and such conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.

•The Advisor and its employees face competing demands relating to their time, and this may cause our operating results to suffer.

•The fee structure set forth in the Advisory Agreement may not create proper incentives for the Advisor.

•Our Advisor manages our portfolio pursuant to broad investment guidelines and is not required to seek the approval of our board of directors for each investment, financing, asset allocation or hedging decision made by it, which may result in our making riskier loans and other investments and which could materially and adversely affect us.

•Our Advisor maintains a contractual as opposed to a fiduciary relationship with us. Our Advisor’s liability is limited under our Advisor Agreement, and we have agreed to indemnify our Advisor against certain liabilities.

•Termination of our Advisory Agreement would be difficult and costly.

Risks Related to Our Corporate Structure

•The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders.

•Certain provisions of Maryland law could inhibit a change in control of our Company.

Risks Related to Taxation

•Our failure to qualify as a REIT could have significant adverse consequences to us and the value of our common stock.

•The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.

•Even if we qualify as a REIT, we may be subject to tax liabilities that reduce our cash flow for distribution to our stockholders.

•The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to qualify as a REIT.

•The “taxable mortgage pool” rules may increase the taxes that we or our stockholders incur, and may limit the manner in which we effect future securitizations.

•The prohibited transactions tax may limit our ability to engage in transactions, including certain methods of securitizing mortgage loans that would be treated as sales for U.S. federal income tax purposes.

•Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

•Liquidation of assets may jeopardize our REIT qualification.

•Modification of the terms of our debt investments and mortgage loans underlying our CMBS in conjunction with reductions in the value of the real property securing such loans could cause us to fail to qualify as a REIT.

•If the OP fails to qualify as a partnership for U.S. federal income tax purposes, we could fail to qualify as a REIT and suffer other adverse consequences.

•Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have a material and adverse effect on tax.

Risks Related to an Investment in Franklin BSP Realty Trust, Inc.

•We may be unable to maintain or increase cash distributions over time, or may decide to reduce the amount of distributions for business reasons.

•Our business could suffer in the event our Advisor or any other party that provides us with services essential to our operations experiences system failures or cyber-incidents or a deficiency in cybersecurity.

•Our use of or failure to adopt advancements in information technology, such as artificial intelligence, may hinder or prevent us from achieving strategic objectives or otherwise harm our business.

•We are subject to risks from natural disasters such as earthquakes and severe weather, including as the result of global climate changes, which may result in damage to the properties securing our loans.

Risks Related to the Regulatory Matters

•Failure to maintain certain qualifications and licenses could adversely affect our results or operations.

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