Private company
FS Credit Real Estate Income Trust, Inc.
FS Credit Real Estate Income Trust, Inc. is an American real estate investment trust based in Philadelphia, active since 2016.2
Last updated Oct 21, 2026.
Overview
- IndustryReal Estate Investment Trusts2
- HeadquartersPhiladelphia, United States2
- Incorporated inMD4
- Business address3025 Jfk Boulevard, Ofc 500, Philadelphia, Pa4
- Filer categoryNon-accelerated filer4
- Legal formCorporation2
- Kind of organizationReal estate investment trust2
- LEI5493008N217Z3ZD7BD282
- StatusActive2
- LEI statusIssued and current2
- Registered addressC/O CSC-LAWYERS INCORPORATING SERVICE COMPANY, 21202 Baltimore, United States2
- Registered withBusiness Services (Maryland Department of Assessments and Taxation), D176041412
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FS Credit Real Estate Income Trust, Inc., or the Company, which may also be referred to as "we," "us" or "our," was incorporated under the general corporation laws of the State of Maryland on November 7, 2016 and formally commenced investment operations on September 13, 2017. We are managed by FS Real Estate Advisor, LLC (“FS Real Estate Advisor” or the “adviser”), a subsidiary of our sponsor, Franklin Square Holdings, L.P., which does business as Future Standard (“Future Standard” or the “sponsor”), a national sponsor of alternative investment funds designed for the individual investor. FS Real Estate Advisor has engaged Rialto Capital Management, LLC (“Rialto” or the “sub-adviser”), to act as its sub-adviser. We are currently conducting a public offering of up to $2,750,000 of our Class T, Class S, Class D, Class M and Class I shares of common stock pursuant to a registration statement…6 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Financial statements
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Interest | $27.4M7 | $186.7M7 | $426.4M7 | ||
| Income tax | $614.0K7 | $1.3M8 | $2.5M3 | $2.3M3 | $869.0K3 |
| Net income | $40.0M7 | $126.4M8 | $150.2M3 | $175.0M3 | $169.9M3 |
| Earnings per share | $1.647 | $1.658 | $1.323 | $1.423 | $1.393 |
| Earnings per share (diluted) | $1.647 | $1.658 | $1.323 | $1.403 | $1.363 |
| Shares (weighted, basic) | 24.4B shares7 | 76.8M shares8 | 113.8M shares3 | 123.5M shares3 | 122.1M shares3 |
| Shares (weighted, diluted) | 24.4B shares7 | 76.8M shares8 | 113.8M shares3 | 125.0M shares3 | 124.6M shares3 |
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Cash | $46.8M12 | $183.7M7 | $147.0M8 | $61.5M3 | $265.4M3 |
| Intangible assets | $31.2M12 | $27.4M7 | $30.4M8 | $23.0M3 | |
| Total assets | $4.0B12 | $8.3B7 | $9.5B8 | $10.2B3 | $11.8B3 |
| Total liabilities | $3.1B12 | $6.0B7 | $6.7B8 | $7.4B3 | $8.9B3 |
| Retained earnings | $3.3M12 | $13.4M7 | -$72.1M8 | -$114.3M3 | -$160.9M3 |
| Shareholders’ equity | $973.3M8 | $2.3B3 | $2.8B3 | $2.8B3 | $2.8B3 |
| Fiscal year | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Cash from operations | $38.6M7 | $154.5M8 | $256.8M3 | $236.7M3 | $190.6M3 |
| Depreciation and amortization | $07 | $08 | $7.3M3 | $15.4M3 | $20.4M3 |
| Cash from investing | -$3.2B7 | -$3.9B8 | -$566.6M3 | -$291.6M3 | -$331.3M3 |
| Dividends paid | $21.2M7 | $56.1M8 | $97.7M3 | $109.9M3 | $109.1M3 |
| Share buybacks | $21.9M7 | $169.4M8 | $378.8M3 | $533.3M3 | $492.7M3 |
| Cash from financing | $3.2B7 | $3.9B8 | $364.2M3 | -$110.5M3 | $402.7M3 |
Compare FS Credit Real Estate Income Trust, Inc. with another company
Corporate structure
FS Credit Real Estate Income Trust, Inc. sits at the top of its group. 76 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
- FS Credit Real Estate Income Trust, Inc. Philadelphia, Pennsylvania, United States
- FS CREIT 198 Utah LLC Subsidiary · California, United States
- FS CREIT 360 Huguenot LLC Subsidiary · Delaware, United States
- FS CREIT 555 Aviation LLC Subsidiary · Delaware, United States
- FS CREIT 7 Bushwick Place LLC Subsidiary · Delaware, United States
- FS CREIT 8378 Melrose LLC Subsidiary · California, United States
- FS CREIT Berkeley LLC Subsidiary · California, United States
- FS CREIT Campus 56 LLC Subsidiary · California, United States
- FS CREIT Cerise LLC Subsidiary · Delaware, United States
- FS CREIT College Ave LLC Subsidiary · California, United States
- FS CREIT Consolidated LLC Subsidiary · Delaware, United States
- FS CREIT Cottonmill LLC Subsidiary · California, United States
- FS CREIT Cousteau LLC Subsidiary · Delaware, United States
- FS CREIT Davis LLC Subsidiary · California, United States
- FS CREIT Equity Investments LLC Subsidiary · Delaware, United States
- FS CREIT Equity TRS LLC Subsidiary · Delaware, United States
- FS CREIT Finance BB-1 LLC Subsidiary · Delaware, United States
- FS CREIT Finance Blue LLC Subsidiary · Delaware, United States
- FS CREIT Finance BMO-1 LLC Subsidiary · Delaware, United States
- FS CREIT Finance CB-1 LLC Subsidiary · Delaware, United States
- FS CREIT Finance CO-1 LLC Subsidiary · Delaware, United States
- FS CREIT Finance GS-1 LLC Subsidiary · Delaware, United States
- FS CREIT Finance Holdings LLC Subsidiary · Delaware, United States
- FS CREIT Finance JP-1 LLC Subsidiary · Delaware, United States
- FS CREIT Finance MM-1 LLC Subsidiary · Delaware, United States
- FS CREIT Finance MS-1 LLC Subsidiary · Delaware, United States
- and 50 more
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC. Each entity in the chart links to its source.
What it owns
What FS Credit Real Estate Income Trust, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Real estate and locations
| Item | Latest | A year before | Change |
|---|---|---|---|
| Real estate investments, net | $423.4M3 Dec 31, 2025 | $383.7M3 Dec 31, 2024 | +10.3% |
| Real estate investments, at cost | $470.1M3 Dec 31, 2025 | $410.0M3 Dec 31, 2024 | +14.7% |
| Real estate accumulated depreciation | $46.7M3 Dec 31, 2025 | $26.4M3 Dec 31, 2024 | +77.4% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $265.4M3 Dec 31, 2025 | $61.5M3 Dec 31, 2024 | +331.6% |
| Loans, net of allowance | $7.8B3 Dec 31, 2025 | $7.4B3 Dec 31, 2024 | +4.9% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Finite-lived intangibles, net | $23.0M3 Dec 31, 2025 | $30.4M8 Dec 31, 2024 | −24.4% |
Properties, in its own words
Our headquarters are located at 3025 JFK Boulevard, OFC 500 Philadelphia, Pennsylvania 19104. We believe that these office facilities are suitable and adequate for our business as it is presently conducted. Information regarding our investment in real estate properties as of December 31, 2025 is included in "Part II Item 8. "Notes to Consolidated Financial Statements - Note 5. Real Estate" of this Annual Report on Form 10-K.
Item 2 of the 10-K filed Mar 13, 2026.6
Leadership
Who has led FS Credit Real Estate Income Trust, Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
President
Chief financial officer
- Chief executive officerMichael C. Forman May 5, 2022 to now14
- ChairMichael C. Forman May 5, 2022 to Aug 2, 202214
- PresidentMichael C. Forman Oct 4, 2024 to now15
- Chief financial officerBrian Gold Apr 2, 2025 to now16
- Chief financial officerChristopher Condelles Oct 16, 2023 to Oct 16, 202317
- Chief financial officerEdward T. Gallivan Jr. Apr 29, 2020 to Oct 29, 202418
Board members and other officers (11)
- Chief Compliance OfficerJames Francis Volk Apr 29, 2020 to Apr 29, 202019
- OfficerMichael C. Forman Apr 29, 2020 to Apr 29, 202020
- OfficerStephen Sypherd Apr 29, 2020 to Apr 29, 202021
- Board memberWilliam P. Hankowsky May 22, 2024 to now22
- Board memberDavid Schiff Dec 8, 2022 to now23
- Board memberRyan Boyer Aug 3, 2021 to now24
- Board memberJack A. Markell Apr 29, 2020 to Feb 4, 202225
- Board memberJeffrey P. Krasnoff Apr 29, 2020 to now26
- Board memberKaren D. Buchholz Apr 29, 2020 to now27
- Board memberMichael C. Forman Apr 29, 2020 to now20
- Board memberTerence J. Connors Apr 29, 2020 to now28
Named in SEC Form D filings
People the company listed in its private-offering notices.
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- FS CREIT 198 Utah LLC California5
- FS CREIT 360 Huguenot LLC Delaware5
- FS CREIT 555 Aviation LLC Delaware5
- FS CREIT 7 Bushwick Place LLC Delaware5
- FS CREIT 8378 Melrose LLC California5
- FS CREIT Berkeley LLC California5
- FS CREIT Campus 56 LLC California5
- FS CREIT Cerise LLC Delaware5
- FS CREIT College Ave LLC California5
- FS CREIT Consolidated LLC Delaware5
- FS CREIT Cottonmill LLC California5
- FS CREIT Cousteau LLC Delaware5
- FS CREIT Davis LLC California5
- FS CREIT Equity Investments LLC Delaware5
- FS CREIT Equity TRS LLC Delaware5
- FS CREIT Finance BB-1 LLC Delaware5
- FS CREIT Finance BMO-1 LLC Delaware5
- FS CREIT Finance Blue LLC Delaware5
- FS CREIT Finance CB-1 LLC Delaware5
- FS CREIT Finance CO-1 LLC Delaware5
- FS CREIT Finance GS-1 LLC Delaware5
- FS CREIT Finance Holdings LLC Delaware5
- FS CREIT Finance JP-1 LLC Delaware5
- FS CREIT Finance MM-1 LLC Delaware5
All 77 listed subsidiaries
- FS CREIT Finance MS-1 LLC Delaware5
- FS CREIT Finance NTX-1 LLC Delaware5
- FS CREIT Finance WF-1 LLC Delaware5
- FS CREIT Finance WF-2 LLC Delaware5
- FS CREIT Industrial Portfolio LLC California5
- FS CREIT Investments HRR, LLC Delaware5
- FS CREIT Investments LLC Delaware5
- FS CREIT Lawrence LLC California5
- FS CREIT North Town LLC California5
- FS CREIT Originator LLC Delaware5
- FS CREIT Originator Parent LLC Delaware5
- FS CREIT Parkway Vista LLC Delaware5
- FS CREIT Parkway Vista Mezz LLC Delaware5
- FS CREIT Pin Hook LLC Tennessee5
- FS CREIT Plaza Mexico LLC California5
- FS CREIT Santa Barbara Portfolio LLC California5
- FS CREIT Windsor LLC Delaware5
- FS Eastwyck Circle LLC Georgia5
- FS Investments Berkeley Mezz LLC California5
- FS Investments Industrial Portfolio Mezz LLC Delaware5
- FS Investments Las Colinas LLC Delaware5
- FS Investments OPDR Mezz LLC Delaware5
- FS Investments Park Central Mezz LLC Delaware5
- FS Investments Rego Park LLC Delaware5
- FS Investments SC Industrial LLC Delaware5
- FS OD 1 LLC Delaware5
- FS OD 2 LLC Delaware5
- FS OD 3 LLC Delaware5
- FS Rialto 2021-FL2 Co-Issuer, LLC Delaware5
- FS Rialto 2021-FL2 Holder, LLC Delaware5
- FS Rialto 2021-FL2 Issuer, Ltd. Cayman Islands5
- FS Rialto 2021-FL3 Holder, LLC Delaware5
- FS Rialto 2021-FL3 Issuer, LLC Delaware5
- FS Rialto 2021-FL3 Issuer, Ltd. Cayman Islands5
- FS Rialto 2022-FL4 Holder, LLC Delaware5
- FS Rialto 2022-FL4 Issuer, LLC Delaware5
- FS Rialto 2024-FL9 Holder, LLC Delaware5
- FS Rialto 2024-FL9 Issuer, LLC Delaware5
- FS Rialto 2025-FL10 Holder, LLC Delaware5
- FS Rialto 2025-FL10 Issuer, LLC Delaware5
- FS Rialto 2026-FL11 Holder, LLC Delaware5
- FS Rialto 2026-FL11 Issuer, LLC Delaware5
- FS Rialto Campus 56 LLC Delaware5
- FS Rialto Copper Creek LLC Texas5
- FS Rialto EII LLC Delaware5
- FS Rialto Pacific Building Delaware5
- FS Rialto QI LLC Delaware5
- FS Rialto Sub-REIT Finance Holdings LLC Delaware5
- FS Rialto Sub-REIT LLC Delaware5
- FS Rialto Sub-REIT MM-1 LLC Delaware5
- RSS FSRIA2021-FL2 - GA 3MV, LLC Georgia5
- RSS FSRIA2021-FL2 - PA UP, LLC Pennsylvania5
- RSS FSRIAL 2021-FL2 TX TNC, LLC Texas5
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Former names
- FS Real Estate Credit Income Trust, Inc.Nov 23, 2016 to Nov 23, 20164
Timeline
- Jul 30, 20268-K Shareholder vote30
- Jul 1, 20268-K Shareholder vote31
- Jun 25, 20268-K Entered a material agreement; New debt or obligation32
- Apr 30, 20268-K Entered a material agreement; New debt or obligation33
- Apr 23, 20268-K Entered a material agreement; New debt or obligation34
- Feb 12, 20268-K Entered a material agreement; New debt or obligation35
- Jan 15, 20268-K Other events36
- Jan 5, 20268-K Entered a material agreement; New debt or obligation37
- Dec 15, 20258-K Entered a material agreement; New debt or obligation38
- Nov 24, 20258-K Entered a material agreement; New debt or obligation39
- Oct 31, 20258-K Entered a material agreement; New debt or obligation40
- Oct 17, 20258-K Entered a material agreement; New debt or obligation41
- May 5, 2022New chief executive Michael C. Forman becomes CEO14
- Nov 7, 2016Founded FS Credit Real Estate Income Trust, Inc. is founded2
Filings
391 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 62 major events, 152 insider forms, 5 private raises, 151 other. The latest 20:
- Oct 5, 20264 OWNERSHIP DOCUMENT EDGAR
- Oct 5, 20264 OWNERSHIP DOCUMENT EDGAR
- Sep 16, 2026424B3 EDGAR
- Aug 27, 20264/A OWNERSHIP DOCUMENT EDGAR
- Aug 17, 2026424B3 EDGAR
- Aug 14, 202610-Q EDGAR
- Aug 5, 20264 OWNERSHIP DOCUMENT EDGAR
- Aug 5, 20264 OWNERSHIP DOCUMENT EDGAR
- Aug 5, 20264 OWNERSHIP DOCUMENT EDGAR
- Aug 5, 20264 OWNERSHIP DOCUMENT EDGAR
- Aug 5, 20264 OWNERSHIP DOCUMENT EDGAR
- Aug 5, 20264 OWNERSHIP DOCUMENT EDGAR
- Aug 5, 20264 OWNERSHIP DOCUMENT EDGAR
- Jul 30, 20268-K EDGAR
- Jul 17, 2026424B3 EDGAR
- Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
- Jul 2, 20264 OWNERSHIP DOCUMENT EDGAR
- Jul 1, 20268-K EDGAR
- Jun 25, 20268-K EDGAR
- Jun 17, 2026424B3 EDGAR
The 391 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
3 open-market trades by officers, directors and large owners since October 2021: 0 buys and 3 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jun 30, 2026 | KRASNOFF JEFFREY PDirector | Sale | 158,727 | $23.86 | $3.8M | Form 4 |
| May 29, 2026 | KRASNOFF JEFFREY PDirector | Sale | 158,728 | $23.87 | $3.8M | Form 4 |
| Apr 30, 2026 | KRASNOFF JEFFREY PDirector | Sale | 158,728 | $23.88 | $3.8M | Form 4 |
From Forms 4 filed with the SEC.
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $36.9M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2022 | $36.9M | $36.9M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
SEC filer profile
How FS Credit Real Estate Income Trust, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARFS Credit Real Estate Income Trust, Inc.1
- CIK0001690536
- Employer ID (EIN)81-44460646
- Filer statusNon-accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company6
- Incorporated inMaryland6
- Fiscal year endsDecember 311
- Industry code (SIC)6798 Real Estate Investment Trusts1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business address3025 Jfk Boulevard, Ofc 500, Philadelphia, PA1
- Phone21549511501
- Shares outstanding586,014 Common Class F shares; 843,658 Common Class Y shares; 697,869 Common Class T shares; 67,703,722 Common Class S shares; 371,686 Common Class D shares; 3,791,819 Common Class M shares; 50,286,904 Common Class I shares as of Mar 6, 20266
- Public float$0 as of Jun 30, 20253
- AuditorErnst & Young LLP, Philadelphia, PA PCAOB ID 42; no auditor attestation of internal control over financial reporting6
- On EDGAR sinceNov 23, 20161
- Filings606 in all: 4 (164), 424B3 (163), 8-K (111), 10-Q (27), 3 (17), ABS-15G (17), EFFECT (16), POS AM (12)1
All 24 form types
CORRESP (10), POS EX (10), UPLOAD (10), 10-K (9), DEFA14A (9), DEF 14A (7), S-11/A (6), D/A (5), S-11 (4), D (3), 10-K/A (1), 3/A (1), 4/A (1), 8-A12G (1), ARS (1), DRS (1)
- Latest filingsAnnual report (10-K) Mar 13, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Apr 6, 2026
Latest 8-K (8-K) Jul 30, 2026
Risk factors and legal proceedings
The risks FS Credit Real Estate Income Trust, Inc. names in Item 1A of its 10-K filed Mar 13, 2026: 74 risks under these headings, as written.6
- Risks Related to an Investment in Us
- A stockholder will not have the opportunity to evaluate our future investments before we make them, which makes a stockholder's investment more speculative.
- There is no public trading market for shares of our common stock; therefore, a stockholder’s ability to dispose of their shares will likely be limited to repurchase by us. If a stockholder does sell their shares to us, they may receive less than the price they paid.
- A stockholder’s ability to have their shares repurchased through our share repurchase plan is limited. We may choose to repurchase fewer shares than have been requested to be repurchased, in our discretion at any time, and the amount of shares we may repurchase is subject to caps. Further, our board of directors may modify or suspend our share repurchase plan at any time.
- Economic events that may cause our stockholders to request that we repurchase their shares may materially adversely affect our cash flow and our ability to achieve our investment objectives.
- We may be unable to pay or maintain cash distributions or increase distributions over time.
- We may pay distributions from sources other than our cash flow from operations, which may cause us to have less funds available for investment in assets and a stockholder’s overall return may be reduced.
- If we are unable to find suitable investments, we may not be able to achieve our investment objectives.
- We depend upon key personnel of our adviser, the sub-adviser and their respective affiliates.
- If our adviser or the sub-adviser is unable to manage our investments effectively, we may be unable to achieve our investment objectives.
- Failure by us, our adviser, sub-adviser, joint venture partners, consultants and other service providers to implement effective information and cyber security policies, procedures and capabilities could disrupt our business or adversely affect our results of operations.
- If we, our adviser, our sub-adviser and their affiliates and our and their respective third-party service providers are unable to maintain the availability of electronic data systems and safeguard the security of data, our ability to conduct business may be compromised, which could impair our liquidity, disrupt our business, damage our reputation or otherwise adversely affect our business.
The other 63 risks
- Our rights and the rights of our stockholders to recover claims against our independent directors are limited, which could reduce stockholders' and our recovery against them if they negligently cause us to incur losses.
- Uncertainty with respect to the global economy and that of the United States could have a significant adverse effect on our business, financial condition and results of operations.
- Uncertainty about U.S. federal initiatives could negatively impact our business, financial condition and results of operations.
- Changes to U.S. tariff and import/export regulations may have an adverse effect on our business, financial condition and results of operations.
- Risks associated with climate change may adversely affect our business and financial results and damage our reputation.
- We are subject to risks associated with artificial intelligence and machine learning technology.
- Risks Related to Our Public Offering and Our Corporate Structure
- No stockholder may own more than 9.8% of our stock unless exempted by our board of directors, which may discourage a takeover that could otherwise result in a premium price to our stockholders.
- Our charter permits our board of directors to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to our stockholders.
- We may change our investment and operational policies without stockholder consent.
- Stockholders’ interest in us will be diluted if we issue additional shares, which could reduce the overall value of their investment.
- Our ability to conduct our continuous offering successfully depends, in part, on the ability of the dealer manager to successfully establish, operate and maintain a network of broker-dealers.
- Compliance with the SEC’s Regulation Best Interest by participating broker-dealers may negatively impact our ability to raise capital in our offering, which would harm our ability to achieve our investment objectives.
- Stockholders’ investment return may be reduced if we are required to register as an investment company under the 1940 Act.
- Purchases and repurchases of our shares of our common stock are not made based on the current NAV per share of our common stock.
- Valuations of our investments may reflect estimates of fair value and may not necessarily correspond to realizable value, which could adversely affect the value of your investment.
- No rule, regulation, or industry practice requires that we calculate our NAV in a certain way, and our board of directors, including a majority of our independent directors, may adopt changes to our valuation guidelines.
- Our NAV per share may suddenly change if the values of our investments materially change, if the actual operating results for a particular month differ from what we originally budgeted for that month or if there are fluctuations in interest rates.
- The NAV per share that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable.
- Risks Related to Conflicts of Interest
- There are significant potential conflicts of interest that could affect our investment returns.
- Our adviser and the sub-adviser will face a conflict of interest because the fees they and the dealer manager will receive are based in part on our NAV, which our adviser is responsible for determining and which may reflect valuations performed by our adviser and the sub-adviser.
- Our adviser, the sub-adviser, dealer manager and their respective officers and employees and certain of our executive officers and other key personnel face competing demands relating to their time, and this may cause our operating results to suffer.
- We may engage in transactions with an affiliate of the sub-adviser; as a result, in any such transaction we may not have the benefit of arm’s length negotiations of the type normally conducted between unrelated parties.
- The interests and incentives of the sub-adviser may not always be aligned with our interests.
- Affiliates of the sub-adviser will participate in various capacities in asset-backed securities transactions which may be target investments and they will derive ancillary benefits from such transactions.
- The interests and incentives of property managers and borrowers may not always be aligned with our interests.
- Our adviser and the sub-adviser face conflicts of interest relating to the fee structure under our advisory agreement, which could result in actions that are not necessarily in the long-term best interests of our stockholders.
- The fees we pay in connection with our operations and our public offering and the agreements entered into with our adviser, and dealer manager were not determined on an arm's-length basis and therefore may not be on the same terms we could achieve from a third party.
- Pursuant to the advisory agreement, we have agreed to indemnify our adviser and the sub-adviser for certain liabilities, which may lead our adviser or the sub-adviser to act in a riskier manner on our behalf than it would when acting for its own account.
- Because the dealer manager is an affiliate of our adviser, stockholders will not have the benefit of an independent due diligence review of us, which is customarily performed in firm commitment underwritten offerings.
- Risks Related to Our Investment Activities
- We may not be able to identify assets that meet our investment criteria.
- The lack of liquidity in our investments may adversely affect our business.
- Our investments may be concentrated and are subject to risk of default.
- Loans on properties in transition will involve a greater risk of loss than conventional mortgage loans.
- Construction loans involve an increased risk of loss.
- We operate in a highly competitive market for investment opportunities and competition may limit our ability to acquire desirable investments in our target assets and could also affect the pricing of these assets.
- The commercial mortgage loans we intend to originate and acquire and the mortgage loans underlying investments in CMBS are subject to the ability of the commercial property owner to generate net income from operating the property as well as the risks of delinquency and foreclosure.
- We are currently operating in a period of capital markets disruption and economic uncertainty, which increases the risk of an investment in our company.
- Investments we may make in CMBS may be subject to losses.
- We may not control the special servicing of the mortgage loans included in the CMBS in which we invest, and, in such cases, the special servicer may take actions that could adversely affect our interests.
- With respect to certain mortgage loans included in our CMBS investments, the properties that secure the mortgage loans backing the securitized pool may also secure one or more related mortgage loans that are not in the CMBS, which may conflict with our interests.
- If our adviser or the sub-adviser overestimates the yields or incorrectly prices the risks of our investments, we may experience losses.
- Real estate valuation is inherently subjective and uncertain.
- Investments we may make in corporate bank debt and debt securities of commercial real estate operating or finance companies are subject to the specific risks relating to the particular company and to the general risks of investing in real estate-related loans and securities, which may result in significant losses.
- Investment ratings that we may use are relative and subjective.
- Investments in non-conforming and non-investment grade rated loans or securities involve increased risk of loss.
- The B Notes that we may acquire may be subject to additional risks related to the privately negotiated structure and terms of the transaction, which may result in losses to us.
- Subordinated loan assets in which we may invest involve greater risks of loss than senior loans secured by income-producing properties.
- Residential mortgage loans, RMBS and other pools of residential mortgage loans that we may acquire are subject to different types of risks than commercial mortgage loans and CMBS.
- The RMBS and CMBS in which we invest are subject to the risks of the mortgage securities market as a whole and risks of the securitization process.
- The mortgage loans in which we invest and the mortgage loans underlying the mortgage securities in which we invest are subject to delinquency, foreclosure and loss, which could result in losses to us.
- Delays in liquidating defaulted commercial real estate debt investments could reduce our investment returns.
- The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications and/or restructurings.
- Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distribution to our stockholders.
- Interest rate fluctuations could reduce our ability to generate income on our investments and may cause losses.
- Prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and financial condition.
- We are subject to the risks relating to increases in prepayment rates of debt underlying CMBS.
- Increases in our current expected credit loss (“CECL”) reserves could have an adverse effect on our business, financial condition and results of operations.
- CECL reserves are difficult to estimate.
- Risks Related to Investments in Real Property
- Lease terminations or tenant defaults at our real property investments could adversely affect the income produced by these properties, which could harm our operating performance and ability to pay distributions to our stockholders.
- Economic and regulatory changes that impact the real estate market could adversely affect our real property investments and overall financial performance.
- We may be adversely affected by trends in the office real estate sector.
- Risks Related to Debt Financing
- For our borrowed money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us.
- We have broad authority to utilize leverage and high levels of leverage could hinder our ability to make distributions and decrease the value of stockholders’ investment.
Legal proceedings
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. While the outcome of any legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material adverse effect upon our financial condition or results of operations.
The opening of Item 3, Legal Proceedings.6
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 15SEC EDGARMichael C. Forman, President
- 16SEC EDGARBrian Gold, Chief financial officer
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- 20SEC EDGARMichael C. Forman, Officer
- 21SEC EDGARStephen Sypherd, Officer
- 22SEC EDGARWilliam P. Hankowsky, Board member
- 23SEC EDGARDavid Schiff, Board member
- 24SEC EDGARRyan Boyer, Board member
- 25SEC EDGARJack A. Markell, Board member
- 26SEC EDGARJeffrey P. Krasnoff, Board member
- 27SEC EDGARKaren D. Buchholz, Board member
- 28SEC EDGARTerence J. Connors, Board member
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- 30SEC EDGARShareholder vote
- 31SEC EDGARShareholder vote
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- 36SEC EDGAROther events
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