FBRT 10-Q Quarterly Report Sept. 30, 2024

FRANKLIN BSP REALTY TRUST, INC.

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bsprt-20240930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-40923

FRANKLIN BSP REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)


Maryland						46-1406086
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

1345 Avenue of the Americas , Suite 32A New York , New York						10105
(Address of Principal Executive Office)						(Zip Code)

( 212 ) 588-6770

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FBRT	New York Stock Exchange
7.50% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share	FBRT PRE	New York Stock Exchange

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. Yes x No o

Indicate by check mark whether the registrant has 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). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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:


Large-accelerated filer x			Accelerated filer o
Non-accelerated filer o			Smaller reporting company ☐
			Emerging growth filer ☐

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. o

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

The number of shares of the registrant's common stock, $0.01 par value, outstanding as of October 30, 2024 was 81,841,137 .

FRANKLIN BSP REALTY TRUST, INC.

TABLE OF CONTENTS


PART I						Page
Item 1. Consolidated Financial Statements and Notes (unaudited)						1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						37
Item 3. Quantitative and Qualitative Disclosures about Market Risk						67
Item 4. Controls and Procedures						68
PART II

Item 1. Legal Proceedings						69
Item 1A. Risk Factors						69
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						69
Item 3. Defaults Upon Senior Securities						69
Item 4. Mine Safety Disclosures						69
Item 5. Other Information						69
Item 6. Exhibits						70
Signatures						71

Table of Contents

PART I. Item 1. Consolidated Financial Statements and Notes (unaudited)

FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

(Unaudited)


	September 30, 2024		December 31, 2023
ASSETS
Cash and cash equivalents	$	346,153	$	337,595
Restricted cash	7,720		6,092
Commercial mortgage loans, held for investment, net of allowance for credit losses of $ 76,640 and $ 47,175 as of September 30, 2024 and December 31, 2023, respectively	5,077,476		4,989,767


Real estate securities, available for sale, measured at fair value, amortized cost of $ 210,256 and $ 243,272 as of September 30, 2024 and December 31, 2023, respectively (includes pledged assets of $ 210,656 and $ 167,948 as of September 30, 2024 and December 31, 2023, respectively)	210,656		242,569


Receivable for loan repayment (1)	196,314		55,174
Accrued interest receivable	37,517		42,490
Prepaid expenses and other assets	20,315		19,213
Intangible lease asset, net of amortization	40,554		42,793
Real estate owned, net of depreciation	113,848		115,830
Real estate owned, held for sale	284,423		103,657


Total assets	$	6,334,976	$	5,955,180
LIABILITIES AND STOCKHOLDERS' EQUITY
Collateralized loan obligations	$	4,097,668	$	3,567,166
Repurchase agreements and revolving credit facilities - commercial mortgage loans	183,761		299,707
Repurchase agreements - real estate securities	241,266		174,055
Mortgage note payable	23,998		23,998
Other financings	12,865		36,534
Unsecured debt	81,370		81,295

Interest payable	12,378		15,383
Distributions payable	36,240		36,133
Accounts payable and accrued expenses	14,013		13,339
Due to affiliates	15,630		19,316
Intangible lease liability, held for sale	1,805		12,297

Total liabilities	$	4,720,994	$	4,279,223
Commitments and Contingencies
Redeemable convertible preferred stock:
Redeemable convertible preferred stock Series H, $ 0.01 par value, 20,000 authorized and 17,950 issued and outstanding as of September 30, 2024 and December 31, 2023	$	89,748	$	89,748

Total redeemable convertible preferred stock	$	89,748	$	89,748
Equity:

Preferred stock, $ 0.01 par value; 100,000,000 shares authorized, 7.5 % Cumulative Redeemable Preferred Stock, Series E, 10,329,039 shares issued and outstanding as of September 30, 2024 and December 31, 2023	$	258,742	$	258,742
Common stock, $ 0.01 par value, 900,000,000 shares authorized, 83,066,789 and 82,751,913 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	818		820
Additional paid-in capital	1,598,844		1,599,197
Accumulated other comprehensive income/(loss)	400		( 703 )
Accumulated deficit	( 342,355 )		( 298,942 )
Total stockholders' equity	$	1,516,449	$	1,559,114
Non-controlling interest	7,785		27,095
Total equity	$	1,524,234	$	1,586,209
Total liabilities, redeemable convertible preferred stock and equity	$	6,334,976	$	5,955,180

_________________________________________________________

(1) Includes $ 196.1 million and $ 55.1 million of cash held by servicer related to the CLOs as of September 30, 2024 and December 31, 2023, respectively.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Income
Interest income	$	134,142	$	137,042	$	398,253	$	420,470
Less: Interest expense	89,884		77,973		257,942		224,347
Net interest income	44,258		59,069		140,311		196,123
Revenue from real estate owned	5,412		3,317		14,196		13,067
Total income	$	49,670	$	62,386	$	154,507	$	209,190
Expenses
Asset management and subordinated performance fee	$	4,906	$	7,908	$	19,023	$	24,893
Acquisition expenses	255		316		688		977
Administrative services expenses	3,801		3,566		7,365		10,993
Professional fees	3,588		4,153		11,536		11,761
Share-based compensation	2,134		1,255		6,020		3,505
Depreciation and amortization	1,387		1,513		4,221		5,514
Other expenses	5,709		2,856		11,274		9,323
Total expenses	$	21,780	$	21,567	$	60,127	$	66,966
Other income/(loss)
(Provision)/benefit for credit losses	$	268	$	( 2,379 )	$	( 34,790 )	$	( 28,363 )
Realized gain/(loss) on extinguishment of debt	—		( 2,836 )		—		2,201
Realized gain/(loss) on real estate securities, available for sale	55		( 486 )		143		110
Realized gain/(loss) on sale of commercial mortgage loans, held for sale, measured at fair value	6,228		933		13,125		3,027
Unrealized gain/(loss) on commercial mortgage loans, held for sale, measured at fair value	( 615 )		—		—		44
Gain/(loss) on other real estate investments	( 2,193 )		( 4,112 )		( 8,436 )		( 7,142 )
Trading gain/(loss)	—		( 2,627 )		—		( 605 )
Unrealized gain/(loss) on derivatives	322		( 183 )		1		( 110 )
Realized gain/(loss) on derivatives	( 1,573 )		67		( 1,261 )		684
Total other income/(loss)	$	2,492	$	( 11,623 )	$	( 31,218 )	$	( 30,154 )
Income/(loss) before taxes	30,382		29,196		63,162		112,070
(Provision)/benefit for income tax	( 209 )		1,799		( 927 )		2,408
Net income/(loss)	$	30,173	$	30,995	$	62,235	$	114,478
Net (income)/loss attributable to non-controlling interest	1,441		772		3,124		722
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.	$	31,614	$	31,767	$	65,359	$	115,200
Less: Preferred stock dividends	6,749		6,748		20,245		20,245

Net income/(loss) applicable to common stock	$	24,865	$	25,019	$	45,114	$	94,955

Basic earnings per share	$	0.30	$	0.30	$	0.53	$	1.14
Diluted earnings per share	$	0.30	$	0.30	$	0.53	$	1.14
Basic weighted average shares outstanding	81,788,091		82,210,624		81,865,672		82,410,725
Diluted weighted average shares outstanding	81,788,091		82,210,624		81,865,672		82,410,725

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income/(loss)	$	30,173	$	30,995	$	62,235	$	114,478

Amounts related to available for sale real estate securities:
Change in net unrealized gain/(loss)	$	( 204 )	$	448	$	768	$	( 564 )
Reclassification adjustment for amounts included in net income/(loss)	29		( 248 )		335		( 925 )
	$	( 175 )	$	200	$	1,103	$	( 1,489 )




Comprehensive (income)/loss attributed to non-controlling interest	1,441		772		3,124		722
Comprehensive income/(loss) attributable to Franklin BSP Realty Trust, Inc.	$	31,439	$	31,967	$	66,462	$	113,711

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share data)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income/(Loss)		Accumulated Deficit		Preferred E		Total Stockholders' Equity		Non-Controlling Interest		Total Equity
	Number of Shares	Par Value
Balance, December 31, 2023	82,751,913	$	820	$	1,599,197	$	( 703 )	$	( 298,942 )	$	258,742	$	1,559,114	$	27,095	$	1,586,209

Common stock repurchases	( 151,123 )	( 2 )		( 1,875 )		—		—		—		( 1,877 )		—		( 1,877 )

Share-based compensation	766,664	2		1,797		—		—		—		1,799		—		1,799
Shares canceled for tax withholding on vested equity rewards	( 112,971 )	—		( 1,508 )		—		—		—		( 1,508 )		—		( 1,508 )

Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.	—	—		—		—		35,920		—		35,920		—		35,920
Net income/(loss) attributable to non-controlling interest	—	—		—		—		—		—		—		( 93 )		( 93 )
Distributions declared	—	—		—		—		( 36,304 )		—		( 36,304 )		—		( 36,304 )
Other comprehensive income/(loss)	—	—		—		1,233		—		—		1,233		—		1,233
Contributions/(distributions) in non-controlling interest, net	—	—		—		—		—		—		—		4		4
Balance, March 31, 2024	83,254,483	$	820	$	1,597,611	$	530	$	( 299,326 )	$	258,742	$	1,558,377	$	27,006	$	1,585,383
Common stock repurchases	( 240,740 )	( 2 )		( 2,989 )		—		—		—		( 2,991 )		—		( 2,991 )
Share-based compensation	40,896	—		2,087		—		—		—		2,087		—		2,087
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.	—	—		—		—		( 2,175 )		—		( 2,175 )		—		( 2,175 )
Net income/(loss) attributable to non-controlling interest	—	—		—		—		—		—		—		( 1,590 )		( 1,590 )
Distributions declared	—	—		—		—		( 36,233 )		—		( 36,233 )		—		( 36,233 )
Other comprehensive income/(loss)	—	—		—		45		—		—		45		—		45
Contributions/(distributions) in non-controlling interest, net	—	—		—		—		—		—		—		( 641 )		( 641 )
Balance, June 30, 2024	83,054,639	$	818	$	1,596,709	$	575	$	( 337,734 )	$	258,742	$	1,519,110	$	24,775	$	1,543,885
Common stock repurchases	—	—		—		—		—		—		—		—		—
Share-based compensation	12,150	—		2,135		—		—		—		2,135		—		2,135
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.	—	—		—		—		31,614		—		31,614		—		31,614
Net income/(loss) attributable to non-controlling interest	—	—		—		—		—		—		—		( 1,441 )		( 1,441 )
Distributions declared	—	—		—		—		( 36,235 )		—		( 36,235 )		—		( 36,235 )
Other comprehensive income/(loss)	—	—		—		( 175 )		—		—		( 175 )		—		( 175 )
Contributions/(distributions) in non-controlling interest, net	—	—		—		—		—		—		—		( 15,549 )		( 15,549 )
Balance, September 30, 2024	83,066,789	$	818	$	1,598,844	$	400	$	( 342,355 )	$	258,742	$	1,516,449	$	7,785	$	1,524,234

Table of Contents

FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(In thousands, except share data)

(Unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income/(Loss)		Accumulated Deficit		Preferred E		Total Stockholders' Equity		Non-Controlling Interest		Total Equity
	Number of Shares	Par Value
Balance, December 31, 2022	82,992,784	$	826	$	1,602,247	$	390	$	( 299,225 )	$	258,742	$	1,562,980	$	15,408	$	1,578,388

Common stock repurchases	( 313,411 )	( 3 )		( 3,664 )		—		—		—		( 3,667 )		—		( 3,667 )

Share-based compensation	442,419	—		1,022		—		—		—		1,022		—		1,022
Shares canceled for tax withholding on vested equity rewards	( 57,021 )	—		( 812 )		—		—		—		( 812 )		—		( 812 )
Series I Preferred Stock converted into common stock	299,200	3		4,997		—		—		—		5,000		—		5,000

Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.	—	—		—		—		43,830		—		43,830		—		43,830
Net income/(loss) attributable to non-controlling interest	—	—		—		—		—		—		—		9		9
Distributions declared	—	—		—		—		( 36,367 )		—		( 36,367 )		—		( 36,367 )
Other comprehensive income/(loss)	—	—		—		( 2,325 )		—		—		( 2,325 )		—		( 2,325 )
Contributions/(distributions) in non-controlling interest, net	—	—		—		—		—		—		—		5,851		5,851
Balance, March 31, 2023	83,363,971	$	826	$	1,603,790	$	( 1,935 )	$	( 291,762 )	$	258,742	$	1,569,661	$	21,268	$	1,590,929
Common stock repurchases	( 444,726 )	( 5 )		( 5,490 )		—		—		—		( 5,495 )		—		( 5,495 )
Common stock issued through dividend reinvestment plan	61,866	1		768		—		—		—		769		—		769
Share-based compensation	38,770	—		1,227		—		—		—		1,227		—		1,227
Offering costs	—	—		( 259 )		—		—		—		( 259 )		—		( 259 )
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.	—	—		—		—		39,603		—		39,603		—		39,603
Net income/(loss) attributable to non-controlling interest	—	—		—		—		—		—		—		41		41
Distributions declared	—	—		—		—		( 36,221 )		—		( 36,221 )		—		( 36,221 )
Other comprehensive income/(loss)	—	—		—		636		—		—		636		—		636
Contributions/(distributions) in non-controlling interest, net	—	—		—		—		—		—		—		8,521		8,521
Balance, June 30, 2023	83,019,881	$	822	$	1,600,036	$	( 1,299 )	$	( 288,380 )	$	258,742	$	1,569,921	$	29,830	$	1,599,751
Share-based compensation	—	—		1,256		—		—		—		1,256		—		1,256
Offering costs	—	—		( 10 )		—		—		—		( 10 )		—		( 10 )
Net income/(loss) attributable to Franklin BSP Realty Trust, Inc.	—	—		—		—		31,767		—		31,767		—		31,767
Net income/(loss) attributable to non-controlling interest	—	—		—		—		—		—		—		( 772 )		( 772 )
Distributions declared	—	—		—		—		( 36,220 )		—		( 36,220 )		—		( 36,220 )
Other comprehensive income/(loss)	—	—		—		200		—		—		200		—		200
Contributions/(distributions) in non-controlling interest, net	—	—		—		—		—		—		—		( 4 )		( 4 )
Balance, September 30, 2023	83,019,881	$	822	$	1,601,282	$	( 1,099 )	$	( 292,833 )	$	258,742	$	1,566,914	$	29,054	$	1,595,968

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended September 30,
	2024		2023
Cash flows from operating activities:
Net income/(loss)	$	62,235	$	114,478
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
Premium amortization and (discount accretion), net	$	( 6,980 )	$	( 10,102 )
Accretion of deferred commitment fees	( 4,941 )		( 6,836 )
Amortization of deferred financing costs	9,789		5,968
Share-based compensation	6,020		3,505


Realized (gain)/loss on extinguishment of debt	—		( 2,201 )

Realized (gain)/loss on sale of available for sale securities, measured at fair value	( 143 )		( 110 )
Realized (gain)/loss on sale of commercial mortgage loans, held for sale, measured at fair value	( 13,125 )		( 3,027 )
Unrealized (gain)/loss from commercial mortgage loans, held for sale, measured at fair value	—		( 44 )
Unrealized (gain)/loss from derivative instruments	( 1 )		110
(Gain)/loss from other real estate investments	8,436		7,142
Trading (gain)/loss	—		605
Depreciation and amortization	4,221		6,454
Straight line rental income	( 3,168 )		( 2,212 )
Provision/(benefit) for credit losses	34,790		28,363

Origination of commercial mortgage loans, held for sale, measured at fair value	( 271,175 )		( 93,250 )
Proceeds from sale or repayment of commercial mortgage loans, held for sale, measured at fair value	284,300		94,880
Changes in assets and liabilities:
Accrued interest receivable	9,815		2,546
Prepaid expenses and other assets	( 4,444 )		604
Accounts payable and accrued expenses	3,384		( 5,849 )
Due to affiliates	( 3,686 )		1,407
Interest payable	( 3,005 )		( 969 )
Net cash (used in)/provided by operating activities	$	112,322	$	141,462
Cash flows from investing activities:
Origination and purchase of commercial mortgage loans, held for investment	$	( 1,424,445 )	$	( 668,017 )
Principal repayments received on commercial mortgage loans, held for investment	834,729		921,517
Proceeds from sale of real estate owned, held for sale	110,146		39,755
Purchase of real estate owned and capital expenditures	( 45 )		( 912 )
Purchase of real estate securities, available for sale	( 57,137 )		( 160,267 )
Proceeds from sale or paydown of real estate securities	90,310		187,042
Proceeds from sale of real estate securities, trading, at fair value	—		217,524

Proceeds from sale of commercial mortgage loans, held for investment	25,999		—
Principal collateral on mortgage investments	—		17,703
Proceeds from sale/(purchase) of derivative instruments	5		464
Net cash (used in)/provided by investing activities	$	( 420,438 )	$	554,809
Cash flows from financing activities:
Payments for common stock repurchases	$	( 4,867 )	$	( 9,162 )
Shares cancelled for tax withholding on vested equity rewards	( 1,508 )		( 812 )
Borrowings on collateralized loan obligations	914,125		573,794
Repayments of collateralized loan obligations	( 383,133 )		( 216,185 )
Borrowings on repurchase agreements and revolving credit facilities - commercial mortgage loans	699,691		532,751
Repayments of repurchase agreements and revolving credit facilities - commercial mortgage loans	( 815,637 )		( 964,265 )

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FRANKLIN BSP REALTY TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


Borrowings on repurchase agreements - real estate securities	118,669		829,682
Repayments of repurchase agreements - real estate securities	( 51,458 )		( 1,029,679 )
Borrowings on other financings	—		46,842
Repayments on other financings	( 23,669 )		( 99,474 )

Repayments of unsecured debt	—		( 13,367 )

Payments of deferred financing costs	( 9,061 )		( 10,388 )
Payments of offering costs	—		( 269 )



Distributions to noncontrolling interest	( 16,185 )		—
Distributions paid	( 108,665 )		( 108,134 )
Net cash (used in)/provided by financing activities:	$	318,302	$	( 468,666 )
Net change in cash, cash equivalents and restricted cash	10,186		227,605
Cash, cash equivalents and restricted cash, beginning of period	343,687		190,487
Cash, cash equivalents and restricted cash, end of period	$	353,873	$	418,092

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period	337,595		179,314
Restricted cash, beginning of period	6,092		11,173
Cash, cash equivalents and restricted cash, beginning of period	$	343,687	$	190,487

Cash and cash equivalents, end of period	346,153		411,437
Restricted cash, end of period	7,720		6,655
Cash, cash equivalents and restricted cash, end of period	$	353,873	$	418,092

Supplemental disclosures of cash flow information:
Cash payments for income taxes	$	469	$	323
Cash payments for interest	248,234		219,590


Supplemental disclosures of non - cash flow information:
Distribution payable	$	36,240	$	36,224
Common stock issued through dividend reinvestment plan	—		769
Loans transferred to real estate owned	307,562		80,039




Modification accounted for as repayment and new loan	( 42,235 )		—
Reclassification of assets held for investment to held for sale	—		114,512
Reclassification of liabilities held for investment to held for sale	—		13,664
Conversion of preferred stock to common stock	—		5,000

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 1 - Organization and Business Operations

Franklin BSP Realty Trust, Inc., (the "Company") is a real estate finance company that primarily originates, acquires and manages a diversified portfolio of commercial real estate debt investments secured by properties located within and outside the United States. The Company is a Maryland corporation and has made tax elections to be treated as a real estate investment trust (a "REIT") for U.S. federal income tax purposes since 2013.

The Company believes that it has qualified as a REIT and intends to continue to meet the requirements for qualification and taxation as a REIT. Substantially all of the Company's business is conducted through Benefit Street Partners Realty Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. The Company is the sole general partner and directly or indirectly holds all of the units of limited partner interests in the OP. In addition, the Company, through one or more subsidiaries which are treated as a taxable REIT subsidiary (a “TRS”), is indirectly subject to U.S. federal, state and local income taxes.

The Company has no employees. Benefit Street Partners L.L.C. serves as the Company's advisor (the "Advisor") pursuant

to an advisory agreement, as amended on August 18, 2021 (the "Advisory Agreement"). The Advisor, an investment adviser registered with the SEC, is a credit-focused alternative asset management firm.

Established in 2008, the Advisor's credit platform manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private/opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the platform. The Advisor manages the Company's affairs on a day-to-day basis. The Advisor receives compensation fees and reimbursements for services related to the investment and management of the Company's assets and the operations of the Company. The Advisor is a wholly-owned subsidiary of Franklin Resources, Inc., which together with its various subsidiaries operates as "Franklin Templeton”.

The Company invests in commercial real estate debt investments, which may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. The Company also originates conduit loans which the Company intends to sell through its TRS into commercial mortgage-backed securities ("CMBS") securitization transactions. Historically this business has focused primarily on CMBS, commercial real estate collateralized loan obligation bonds and single asset single borrower bonds (collectively "CMBS bonds"), collateralized debt obligations ("CDOs") and other securities. The Company also owns real estate that was either acquired by the Company through foreclosure or deed in lieu of foreclosure, or that was purchased for investment, primarily subject to triple net leases.

Note 2 - Summary of Significant Accounting Policies

Basis of Accounting

The Company's unaudited consolidated financial statements and related footnotes have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X, as appropriate.

These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto as of, and for the year ended December 31, 2023, which are included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on February 26, 2024, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this report.

Reclassifications

Certain prior year balances have been reclassified in order to conform to the current period presentation.

For the nine months ended September 30, 2023, $ 2.2 million related to straight lining of rents was reclassified from Prepaid expenses and other assets to Straight line rental income in the consolidated statement of cash flows.

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially. In the opinion of management, the interim data includes all adjustments, of a normal and recurring nature, necessary for a fair statement of the results for the periods presented. The current period’s results of operations will not necessarily be indicative of results that ultimately may be achieved for the entire year or any subsequent interim periods.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members, as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary.

The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.

The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all VIEs of which the Company is considered the primary beneficiary. VIEs are entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. Non-controlling interest represents the equity of consolidated joint ventures that are not owned by the Company.

The accompanying consolidated financial statements include the accounts of collateralized loan obligations ("CLOs") issued and securitized by wholly owned subsidiaries of the Company. The Company has determined the CLOs are VIEs of which the Company's subsidiary is the primary beneficiary. The assets and liabilities of the CLOs are consolidated in the accompanying consolidated balance sheets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation .

Cash and Cash Equivalents

Cash consists of amounts deposited with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured up to applicable account limits. Recoverability of investments is dependent upon the performance of the issuers. Cash equivalents include short-term, liquid investments in money market funds with original maturities of 90 days or less when purchased.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024. The amendments will require expanded disclosures around significant segment expenses and identification of the Company's chief operating decision maker. The Company will implement the amendments and related disclosure requirements in our consolidated financial statements for the year ended December 31, 2024, and for interim periods thereafter.

In December 2023, the FASB issued Accounting Standards Update, or ASU, 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

In March 2024, the FASB issued Accounting Standards Update, or ASU, 2024-01 “Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards,” or ASU 2024-01. ASU 2024-01 improves clarity and operability without changing the guidance. ASU 2024-01 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

In March 2024, the FASB issued Accounting Standards Update, or ASU, 2024-02 “Codification Improvements — Amendments to Remove References to the Concepts Statements,” or ASU 2024-02. ASU 2024-02 amended certain definitions in the guidance. ASU 2024-02 is effective on a prospective basis, with the option for retrospective application, for annual

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

periods beginning after December 15, 2024 and early adoption is permitted. We do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

Note 3 - Commercial Mortgage Loans

Commercial Mortgage Loans, Held for Investment

The following table is a summary of the Company's commercial mortgage loans, held for investment, carrying values by class (dollars in thousands):


	September 30, 2024		December 31, 2023
Senior loans	$	5,121,111	$	5,017,569
Mezzanine loans	33,005		19,373
Total gross carrying value of loans	5,154,116		5,036,942
General allowance for credit losses	47,912		47,175
Specific allowance for credit losses	28,728		—
Less: Allowance for credit losses	76,640		47,175
Total commercial mortgage loans, held for investment, net	$	5,077,476	$	4,989,767

For the nine months ended September 30, 2024 and year ended December 31, 2023, the activity in the Company's commercial mortgage loans, held for investment carrying values, was as follows (dollars in thousands):


	Nine Months Ended September 30, 2024		Year Ended December 31, 2023
Amortized cost, beginning of period	$	5,036,942	$	5,269,776
Acquisitions and originations	1,432,833		941,513
Principal repayments	( 974,705 )		( 1,076,532 )
Dispositions	( 25,900 )		—
Charge-offs	( 4,062 )		—
Net fees capitalized into carrying value of loans	( 9,233 )		( 5,242 )
Discount accretion/premium amortization	6,966		13,016
Transfer to real estate owned (1)(2)	( 307,562 )		( 103,863 )
Cost recovery	( 1,163 )		( 1,726 )
Amortized cost, end of period	$	5,154,116	$	5,036,942
Allowance for credit losses, beginning of period	$	( 47,175 )	$	( 40,848 )
General (provision)/benefit for credit losses	( 737 )		( 20,551 )
Specific (provision)/benefit for credit losses	( 33,528 )		( 12,334 )
Write offs from specific allowance for credit losses	4,800		26,558
Allowance for credit losses, end of period	$	( 76,640 )	$	( 47,175 )
Total commercial mortgage loans, held for investment, net	$	5,077,476	$	4,989,767

________________________

(1) In February 2024, the Company, through deed-in-lieu of foreclosure, acquired a multifamily property located in San Antonio, TX, and assumed the senior mortgage note which the Company originated in November 2021. At the time of the deed-in-lieu of foreclosure, the amortized cost of the loan was $ 42.2 million and contractual interest was satisfied. Subsequently thereafter, the property was sold to a third party. In connection with the sale, the senior mortgage note was assumed by the buyer and immediately modified, resulting in a $ 5.9 million principal paydown. As a result, the modification was accounted for as a new loan for GAAP purposes and the sale of the real estate owned transaction resulted in a net gain of $ 6.0 thousand recorded in Gain/(loss) on other real estate investments in the consolidated statement of operations.

(2) For additional details on properties obtained through foreclosure or deed-in-lieu of foreclosure see Note 5 - Real Estate Owned.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

As of September 30, 2024 and December 31, 2023, the Company's total commercial mortgage loan, held for investment portfolio, was comprised of 157 and 144 loans, respectively.

Loan Portfolio by Collateral Type and Geographic Region

The following tables represent the composition by loan collateral type and region of the Company's commercial mortgage loans, held for investment portfolio (dollars in thousands):


	September 30, 2024				December 31, 2023
Loan Collateral Type	Par Value		Percentage		Par Value		Percentage
Multifamily	$	3,809,989	73.8	%	$	3,876,108	76.8	%
Hospitality	706,471		13.7	%	670,274		13.3	%
Industrial	298,089		5.8	%	73,724		1.5	%
Office	208,559		4.0	%	269,924		5.4	%
Retail	45,641		0.9	%	34,000		0.7	%
Other	96,678		1.8	%	121,006		2.3	%



Total	$	5,165,427	100.0	%	$	5,045,036	100.0	%


	September 30, 2024				December 31, 2023
Loan Region	Par Value		Percentage		Par Value		Percentage
Southwest	2,023,068		39.2	%	$	1,920,491	38.1	%
Southeast	1,919,153		37.1	%	1,989,175		39.4	%
Mideast	277,172		5.4	%	455,739		9.0	%
Great Lakes	181,747		3.5	%	161,059		3.2	%
New England	178,022		3.4	%	63,274		1.3	%
Far West	164,374		3.2	%	113,554		2.3	%
Rocky Mountain	114,425		2.2	%	74,934		1.5	%
Various (1)	307,466		6.0	%	266,810		5.2	%

Total	$	5,165,427	100.0	%	$	5,045,036	100.0	%

________________________

(1) Represents loans secured by a portfolio of properties located in various parts of the United States.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Allowance for Credit Losses

The following table presents the quarterly changes in the Company's allowance for credit losses for the nine months ended September 30, 2024 (dollars in thousands):


			General Allowance for Credit Losses
	Specific Allowance for Credit Losses		Funded		Unfunded		Total		Total Allowance for Credit Losses
December 31, 2023	$	—	$	47,175	$	1,133	$	48,308	$	48,308
Changes:
Provision/(Benefit)	738		1,302		841		2,143		2,881
Write offs	—		—		—		—		—
March 31, 2024	$	738	$	48,477	$	1,974	$	50,451	$	51,189
Changes:
Provision/(Benefit)	32,288		( 229 )		119		( 110 )		32,178
Write offs	( 738 )		—		—		—		( 738 )
June 30, 2024	$	32,288	$	48,248	$	2,093	$	50,341	$	82,629
Changes:
Provision/(Benefit)	502		( 336 )		( 435 )		( 771 )		( 269 )
Write offs	( 4,062 )		—		—		—		( 4,062 )
September 30, 2024	$	28,728	$	47,912	$	1,658	$	49,570	$	78,298

Specific Allowance for Credit Losses

The Company elected to apply a practical expedient for collateral dependent assets in which the allowance for credit losses is calculated as the difference between the estimated fair value of the underlying collateral, less estimated cost to sell, and the amortized cost basis of the loan. As such, these loans receivable are measured at fair value on a nonrecurring basis using significant unobservable inputs and are classified as Level 3 assets in the fair value hierarchy. The fair value of the underlying collateral is determined using the market approach, the income approach, or a combination thereof. The significant unobservable input used for the income approach is the exit capitalization rate assumptions, which ranged from 6.25 % to 9.50 %. The significant unobservable input used for the market approach is the estimated fair value less cost to sell based on a negotiated price from an anticipated buyer.

In June 2022, the Company originated a first mortgage loan with a commitment of $ 60.8 million secured by two multifamily properties in North Carolina. The loan was identified by management as non-performing and placed on non-accrual status, with an amortized cost of $ 58.0 million as of March 31, 2024. The Company recorded a specific allowance for credit losses of $ 0.7 million on this loan for the quarter ended March 31, 2024. In May 2024, the Company, through deed-in-lieu of foreclosure, acquired the properties which are recorded in Real estate owned, held for sale in the consolidated balance sheets. See Note 5 - Real Estate Owned for additional details.

In March 2021, the Company originated a first mortgage loan with a commitment of $ 48.5 million secured by an office property in Colorado. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $ 44.1 million as of September 30, 2024. The Company recorded a specific allowance for credit losses of $ 27.1 million on this loan for the quarter ended September 30, 2024.

In December 2019, the Company originated a first mortgage loan with a commitment of $ 33.0 million secured by an office property in Georgia. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $ 23.1 million as of September 30, 2024. The Company recorded a specific allowance for credit losses of $ 1.6 million on this loan for the quarter ended September 30, 2024.

In July 2019, the Company originated a first mortgage loan with a commitment of $ 20.9 million secured by a hospitality property in Texas. During the third quarter of 2024, the loan was paid off resulting in a loss of $ 0.4 million. The Company recorded a specific allowance for credit losses of $ 0.4 million during the third quarter of 2024, and subsequently wrote off this specific allowance for credit losses in the same quarter.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

In June 2022, the Company originated a first mortgage loan with a commitment of $ 152.8 million secured by a pool of 15 multifamily properties located throughout the United States. The loan was identified by management as non-performing and placed on non-accrual status, with an amortized cost of $ 111.3 million as of June 30, 2024. The Company recorded a specific allowance for credit losses of $ 0.9 million on this loan for the quarter ended June 30, 2024. During the third quarter of 2024, the Company, either through deed-in-lieu of foreclosure or foreclosure, took possession of five of these properties, which are recorded in Real estate owned, held for sale in the consolidated balance sheets, resulting in a loss on foreclosure of $ 3.6 million. The Company recorded a specific allowance for credit losses of $ 3.6 million during the third quarter of 2024, and subsequently wrote off this specific allowance for credit losses in the same quarter. See Note 5 - Real Estate Owned for additional details.

General Allowance for Credit Losses

The Company recorded a total increase (decrease) in its general allowance for credit losses during the three and nine months ended September 30, 2024 of $( 0.8 ) million and $ 1.3 million, respectively. The primary driver for the lower reserve balance over the three-month period is due to the Company utilizing a lower forward SOFR rate in the CECL scenario model along with a decrease in the size of the overall portfolio of commercial mortgage loans, held for investment for the same period. The primary driver for the higher reserve balance over the nine-month period is due to the Company utilizing a pessimistic macro-economic outlook since the fourth quarter of 2023 along with an increase in size of the overall portfolio of commercial mortgage loans, held for investment for the same period. Changes in the provision for credit losses for the Company’s financial instruments are recorded in (Provision)/benefit for credit losses in the consolidated statements of operations with a corresponding offset to the financial instrument’s amortized cost recorded in the consolidated balance sheet, or as a component of Accounts payable and accrued expenses for unfunded loan commitments.

Past Due Status

The following table presents a summary of the loans amortized cost basis as of September 30, 2024 (dollars in thousands):


	Current		Less than 90 days past due		90 or more days past due (1)		Total
As of September 30, 2024	$	4,866,383	$	76,998	$	210,735	$	5,154,116

________________________

(1) Comprised of five mortgage loans, two of which are collateralized by office properties and the other three of which are collateralized by multifamily properties. Both office properties have been designated as non-performing and placed on cost recovery status, and one multifamily property has been designated as non-performing and placed on non-accrual status.

Non-performing Status

The following table presents the amortized cost basis of our non-performing loans as of September 30, 2024 and December 31, 2023 (dollars in thousands):


	September 30, 2024		December 31, 2023
Non-performing loan amortized cost at beginning of year, January 1	$	78,185	$	117,379
Addition of non-performing loan amortized cost	494,402		118,647
Less: Removal of non-performing loan amortized cost	504,672		157,841
Non-performing loan amortized cost end of period (1)	$	67,915	$	78,185

________________________

(1) As of September 30, 2024, and December 31, 2023, the Company had three and two loans, respectively, designated as non-performing. As of September 30, 2024, one of the three non-performing loans was placed on non-accrual status and two were placed on cost recovery status. For the loan designated as non-performing and placed on non-accrual status, the Company recognized $ 0.6 million and $ 4.7 million of interest proceeds included in Interest income in the consolidated statements of operations for the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, the two loans designated as non-performing and placed on cost recovery were determined to have a specific allowance for credit losses of $ 27.1 million and $ 1.6 million, respectively. As of September 30, 2024, one of the three designated non-performing loans was collateralized by a multifamily property and two were collateralized by office properties.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Loan Credit Characteristics, Quality and Vintage

As part of the Company's process for monitoring the credit quality of its commercial mortgage loans, excluding those held for sale, measured at fair value, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its loans. The loans are scored on a scale of 1 to 5 as follows:


Investment Rating						Summary Description
1						Very Low Risk - Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
2						Low Risk - Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
3						Average Risk - Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
4						High Risk/Delinquent/Defaulted/Potential For Loss - Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
5						Impaired/Defaulted/Loss Likely - Underperforming investment with expected loss of interest and some principal.

All commercial mortgage loans, excluding loans classified as Commercial mortgage loans, held for sale, measured at fair value within the consolidated balance sheets, are assigned an initial risk rating of 2 . As of September 30, 2024 and December 31, 2023, the weighted average risk rating of loans was 2.2 and 2.3 , respectively.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

The following tables present the par value and amortized cost of our commercial mortgage loans, held for investment as of September 30, 2024 and December 31, 2023, by the Company’s internal risk rating and year of origination (dollars in thousands):


September 30, 2024
				Amortized Cost by Year of Origination
Risk Rating	Number of Loans	Total Par Value		2024		2023		2022		2021		2020		Prior		Total Amortized Cost		% of Portfolio
1	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	—	%
2	127	4,083,436		1,228,993		557,519		1,039,011		1,122,621		71,764		53,799		4,073,707		79.1	%
3	27	1,012,858		—		88,770		321,826		539,331		46,140		16,427		1,012,494		19.6	%
4	1	776		—		—		722		—		—		—		722		—	%
5	2	68,357		—		—		—		44,069		—		23,124		67,193		1.3	%
Total	157	$	5,165,427	$	1,228,993	$	646,289	$	1,361,559	$	1,706,021	$	117,904	$	93,350	$	5,154,116	100.0	%
								Allowance for credit losses								( 76,640 )
										Total carrying value, net						$	5,077,476


December 31, 2023
				Amortized Cost by Year of Origination
Risk Rating	Number of Loans	Total Par Value		2023		2022		2021		2020		2019		Prior		Total Amortized Cost		% of Portfolio
1	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	—	%
2	111	3,897,680		694,228		1,256,509		1,724,734		105,477		73,743		35,734		3,890,424		77.2	%
3	27	875,449		2,379		273,097		468,244		74,729		—		56,362		874,811		17.4	%
4	6	271,907		—		141,740		87,126		—		42,840		—		271,707		5.4	%
5	—	—		—		—		—		—		—		—		—		—	%
Total	144	$	5,045,036	$	696,607	$	1,671,346	$	2,280,104	$	180,206	$	116,583	$	92,096	$	5,036,942	100.0	%
								Allowance for credit losses								( 47,175 )
										Total carrying value, net						$	4,989,767

Commercial Mortgage Loans, Held for Sale, Measured at Fair Value

As of September 30, 2024 and December 31, 2023, the Company did no t hold any commercial mortgage loans, held for sale.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 4 - Real Estate Securities

Real Estate Securities Classified As Available For Sale

The following is a summary of the Company's real estate securities, available for sale, measured at fair value, as of September 30, 2024 and December 31, 2023 (dollars in thousands):


	CMBS Bonds
	Number of Bonds	Benchmark Interest Rate	Weighted Average Interest Rate	Weighted Average Contractual Maturity (years)	Par Value		Fair Value
September 30, 2024	10	1 Month SOFR	7.60 %	10.9	$	210,428	$	210,656

December 31, 2023	7	1 Month SOFR	8.12 %	12.2	$	243,340	$	242,569

The Company classified its CMBS bonds as available for sale and reports them at fair value in the consolidated balance sheets with changes in fair value recorded in Accumulated other comprehensive income/(loss) in the consolidated balance sheets.

The following table shows the amortized cost, unrealized gain/(loss) and fair value of the Company's CMBS bonds as of September 30, 2024 and December 31, 2023 (dollars in thousands):


	Amortized Cost		Unrealized Gain		Unrealized (Loss)		Fair Value
September 30, 2024	$	210,256	$	559	$	( 159 )	$	210,656

December 31, 2023	$	243,272	$	74	$	( 777 )	$	242,569

As of September 30, 2024, the Company held ten CMBS bonds with an amortized cost basis of $ 210.3 million and a net unrealized gain of $ 0.4 million, four of which were held in a gross unrealized loss position of $ 0.2 million. As of December 31, 2023, the Company held seven CMBS bonds with an amortized cost basis of $ 243.3 million and a net unrealized loss of $ 0.7 million, five of which were held in a gross unrealized loss position of $ 0.8 million. As of September 30, 2024 and December 31, 2023, zero positions had an unrealized loss for a period greater than twelve months. As of September 30, 2024 and December 31, 2023, the fair value of the Company's CMBS bonds that were in an unrealized loss position for less than twelve months was $ 31.8 million and $ 184.2 million, respectively.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 5 - Real Estate Owned

Real Estate Owned, Held for Investment

The following table summarizes the Company's real estate owned, held for investment assets as of September 30, 2024 and December 31, 2023 (dollars in thousands):


			As of September 30, 2024
Acquisition Date	Property Type	Primary Location(s)	Land		Building and Improvements		Furniture, Fixtures and Equipment		Accumulated Depreciation		Real Estate Owned, net
September 2021 (1)	Industrial	Jeffersonville, GA	$	3,436	$	84,259	$	2,928	$	( 6,905 )	$	83,718
August 2023	Office	Portland, OR	16,479		2,065		—		( 52 )		18,492
October 2023	Multifamily	Lubbock, TX	1,618		10,076		185		( 241 )		11,638
Total			$	21,533	$	96,400	$	3,113	$	( 7,198 )	113,848

________________________

See note below.


			As of December 31, 2023
Acquisition Date	Property Type	Primary Location(s)	Land		Building and Improvements		Furniture, Fixtures and Equipment		Accumulated Depreciation		Real Estate Owned, net
September 2021 (1)	Industrial	Jeffersonville, GA	$	3,436	$	84,259	$	2,928	$	( 5,179 )	$	85,444
August 2023	Office	Portland, OR	16,479		2,065		—		( 13 )		18,531
October 2023	Multifamily	Lubbock, TX	1,618		10,076		185		( 24 )		11,855
Total			$	21,533	$	96,400	$	3,113	$	( 5,216 )	$	115,830

(1) In the third quarter of 2021, the Company and an affiliate of the Company entered into a joint venture agreement and formed a joint venture entity, Jeffersonville Member, LLC (the “Jeffersonville JV”) to acquire a triple net lease property in Jeffersonville, GA. Refer to Note 11 - Related Party Transactions and Arrangements for details.

Depreciation expense for the three and nine months ended September 30, 2024 totaled $ 0.7 million and $ 2.0 million, respectively. Depreciation expense for the three and nine months ended September 30, 2023 totaled $ 0.6 million and $ 2.4 million, respectively.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Real Estate Owned, Held for Sale

The following table summarizes the Company's Real estate owned, held for sale assets and liabilities as of September 30, 2024 and December 31, 2023 (dollars in thousands):


		As of September 30, 2024
Property Type	Primary Location(s)	Assets, Net		Liabilities, Net
Retail (1)	Various	$	18,674	$	1,805
Multifamily (2)	Various	267,843		2,559
Total		$	286,517	$	4,364

________________________

See notes below.

As of December 31, 2023

Property Type

Primary Location(s)

Assets, Net

Liabilities, Net

Retail (1)

Various

103,657

12,297

(1) In November 2022, the Company and an affiliate of the Company entered into a joint venture agreement and formed a joint venture entity, BSPRT Walgreens Portfolio, LLC (the "Walgreens JV") to assume a group of 24 retail properties with various locations throughout the United States (the "Walgreens Portfolio"). Refer to Note 11 - Related Party Transactions and Arrangements. During the second quarter of 2024, the Company recorded a loss of $ 5.7 million related to the portfolio consisting of a $ 5.0 million write-down of assets and a $ 0.7 million loss on the sale of two of the properties. During the third quarter of 2024, the Company recorded a loss of $ 4.6 million related to the portfolio consisting of a $ 4.5 million write-down and a $ 0.1 million loss on the sale of 16 of the properties. As of September 30, 2024, the Company's real estate owned held for sale assets include the remaining five retail properties in the Walgreens Portfolio. The respective write-downs and losses on sale are recorded within Gain/(loss) on other real estate investments in the Company's consolidated financial statements of operations.

(2) During the second and third quarter of 2024, the Company obtained, through foreclosure or deed-in-lieu of foreclosure, four multifamily and six multifamily properties, respectively, located in various locations throughout the United States. The Company recognized a net (loss)/gain on foreclosure of $( 0.5 ) million and $ 2.4 million, respectively, included in Gain/(loss) on other real estate investments in the Company's consolidated financial statements of operations. As of September 30, 2024, the Company's real estate owned held for sale assets includes ten multifamily properties that previously collateralized five commercial mortgage loans.

As of September 30, 2024, the Company has designated certain properties included within the real estate owned business segment as held for sale in accordance with ASC 360. The properties are currently being marketed and sales are probable to occur within one year.

Note 6 - Leases

Intangible Lease Assets, Held for Investment

The following table summarizes the Company's identified intangible lease assets (primarily in-place leases) recognized in the consolidated balance sheets as of September 30, 2024 and December 31, 2023 (dollars in thousands):


Identified intangible assets:	September 30, 2024		December 31, 2023
Gross amount	$	49,285	$	49,285
Less: Accumulated amortization	( 8,731 )		( 6,492 )
Total, net	$	40,554	$	42,793

Rental Income

Rental income for the three and nine months ended September 30, 2024 totaled $ 4.4 million and $ 13.2 million, respectively. Rental income for the three and nine months ended September 30, 2023 totaled $ 4.7 million and $ 14.0 million, respectively. Rental income is included in Revenue from real estate owned in the consolidated statements of operations.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

The following table summarizes the Company's schedule of future minimum rents on its real estate owned, held for investment properties, with a remaining lease term of approximately 14.1 years, to be received under the leases (dollars in thousands):


Future Minimum Rents	September 30, 2024
2024 (October - December)	$	2,335
2025	8,769
2026	8,539
2027	8,710
2028	8,884
2029 and beyond	97,388
Total future minimum rent	$	134,625

Amortization Expense

Intangible lease assets are amortized using the straight-line method over the remaining term of the lease. The weighted average life of the intangible assets as of September 30, 2024 is approximately 14.1 years. Amortization expense for the three and nine months ended September 30, 2024 is $ 0.7 million and $ 2.2 million, respectively. Amortization expense for the three and nine months ended September 30, 2023 totaled $ 0.9 million and $ 3.1 million, respectively.

The following table summarizes the Company's expected other identified intangible assets, net amortization over the next five years, exclusive of intangible assets that are held for sale, assuming no further acquisitions or dispositions (dollars in thousands):


Amortization Expense - Other identified intangible assets	September 30, 2024
2024 (October - December)	$	720
2025	2,880
2026	2,880
2027	2,880
2028	2,880

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 7 - Debt

Below is a summary of the Company's Repurchase facilities and revolving credit facilities - commercial mortgage loans ("Repo and Revolving Credit Facilities"), Mortgage note payable, Other financing and Unsecured debt as of September 30, 2024 and December 31, 2023 (dollars in thousands):


	September 30, 2024
	Capacity		Amount Outstanding		Interest Expense (1)		Ending Weighted Average Interest Rate		Term Maturity
Repo and revolving credit facilities - commercial mortgage loans (2) :
JPM Repo Facility (3)	$	500,000	$	29,605	$	10,753	8.02	%	07/2026

Atlas Repo Facility (4)	350,000		87,617		4,157		7.76	%	01/2026
WF Repo Facility (3)	400,000		—		6,088		N/A		10/2025
Barclays Revolver Facility (8)	100,000		—		753		N/A		09/2026
Barclays Repo Facility (3)	500,000		66,539		12,239		6.96	%	03/2025
Churchill Repo Facility	225,000		—		104		N/A		N/A
Total/Weighted average	$	2,075,000	$	183,761	$	34,094	7.51	%
Mortgage note payable:
Debt related to our REO (5)	N/A		$	23,998	$	1,538	8.22	%	10/2025
Other financings:
Other financings (6)	N/A		$	12,865	$	873	6.00	%	Various (6)
Unsecured debt (7) :
Junior Note I	N/A		$	17,075	$	1,238	9.02	%	10/2035
Junior Note II	N/A		39,579		2,734		8.51	%	12/2035
Junior Note III	N/A		24,716		1,709		8.51	%	09/2036
Total/Weighted average	N/A		$	81,370	$	5,681	8.62	%

________________________

See notes below.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)


	December 31, 2023
	Capacity		Amount Outstanding		Interest Expense (1)		Ending Weighted Average Interest Rate		Term Maturity
Repo and revolving credit facilities - commercial mortgage loans (2) :
JPM Repo Facility (3)	$	500,000	$	108,574	$	22,401	7.90	%	07/2026

Atlas Repo Facility (4)	600,000		52,864		6,603		7.68	%	03/2024
WF Repo Facility (3)	400,000		71,730		9,580		7.85	%	10/2025
Barclays Revolver Facility	250,000		—		940		N/A		09/2024
Barclays Repo Facility (3)	500,000		66,539		11,616		7.22	%	03/2025
Churchill Repo Facility	225,000		—		30		N/A		N/A
Total/Weighted average	$	2,475,000	$	299,707	$	51,170	7.70	%
Mortgage note payable:
Debt related to our REO (5)	N/A		$	23,998	$	1,982	8.48	%	10/2024
Other financings:
Other financings (6)	N/A		$	36,534	$	5,330	7.36	%	Various (6)
Unsecured debt (7) :
Junior Note I	N/A		$	17,047	$	1,940	9.15	%	10/2035
Junior Note II	N/A		39,550		3,519		8.95	%	12/2035
Junior Note III	N/A		24,698		2,199		8.95	%	09/2036
Total/Weighted average	N/A		$	81,295	$	7,658	8.99	%

________________________

(1) Represents year to date expense and includes amortization of deferred financing costs.

(2) The Company may pledge one or more mortgage loans to the financing entity in exchange for funds typically at an advance rate of between 60 % to 75 % of the principal amount of the mortgage loan being pledged. These loans are all floating rate at the Secured Overnight Financing Rate ("SOFR") plus an applicable spread. Additionally, the Repo and Revolving Credit Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. As of September 30, 2024 and December 31, 2023, the Company is in compliance with all debt covenants.

(3) There are two one-year extension options.

(4) On January 4, 2024, the Company extended the maturity date to January 5, 2026 with a one-year extension option. Additionally, the committed financing was decreased from $ 600 million to $ 350 million.

(5) Relates to a mortgage note payable in Jeffersonville JV, a consolidated joint venture. The loan has a principal amount of $ 112.7 million of which $ 88.7 million of the loan is owned by the Company and was eliminated in our consolidated financial statements (see Note 5 - Real Estate Owned). On October 1, 2024, the Company extended the maturity date to October 25, 2025, with a one-year extension option remaining.

(6) Comprised of two note-on-note financings via participation agreements. From inception of the loan, the Company's outstanding loans could increase as a result of future fundings, leading to an increase in amount outstanding via the participation agreement. The weighted average contractual maturity date of these loans is July 2028.

(7) The notes are currently redeemable, in whole or in part, without penalty, at the Company’s option. Interest paid on unsecured debt totaled $ 1.9 million and $ 5.7 million for the three and nine months ended September 30, 2024, respectively.

(8) On September 19, 2024, the Company extended the maturity date to September 19, 2026 with a one-year extension option. Additionally, the committed financing was decreased from $ 250 million to $ 100 million.

Repurchase Agreements - Real Estate Securities

The Company has entered into various Master Repurchase Agreements (the "MRAs") that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30 - 90 days and terms are adjusted for current market rates as necessary.

Table of Contents

FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Below is a summary of the Company's MRAs which were included in Repurchase agreements - real estate securities in the Company's consolidated balance sheets as of September 30, 2024 and December 31, 2023 (dollars in thousands):


	September 30, 2024
Counterparty	Amount Outstanding		Interest Expense		Collateral Pledged (1)		Weighted Average Interest Rate		Weighted Average Days to Maturity
JP Morgan Securities LLC	$	127,283	$	5,444	$	157,378	6.05	%	16
Wells Fargo Securities, LLC	8,999		417		10,032		5.61	%	28
Barclays Capital Inc.	78,040		3,435		87,622		5.59	%	29
Lucid Prime Fund	26,944		828		30,848		5.85	%	17
Total/Weighted Average	$	241,266	$	10,124	$	285,880	5.87	%	20

________________________

See note below


	December 31, 2023
Counterparty	Amount Outstanding		Interest Expense		Collateral Pledged (1)		Weighted Average Interest Rate		Weighted Average Days to Maturity
JP Morgan Securities LLC	$	113,111	$	6,717	$	127,602	6.29	%	15
Wells Fargo Securities, LLC	8,994		235		9,975		6.14	%	5
Barclays Capital Inc.	51,950		3,371		58,250		6.19	%	5
Total/Weighted Average	$	174,055	$	10,323	$	195,827	6.25	%	11

________________________

(1) Includes $ 75.2 million and $ 27.9 million of CMBS bonds, held by the Company, which is eliminated through consolidation of the related CLO's on the Company's consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

Collateralized Loan Obligation

The following table represents the terms of the notes issued by 2021-FL6 Issuer, 2021-FL7 Issuer, 2022-FL8 Issuer, 2022-FL9 Issuer, 2023-FL10 Issuer and 2024-FL11 Issuer (collectively the "CLOs"), as of September 30, 2024 and December 31, 2023:

Table of Contents

FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)


	September 30, 2024
CLO Facility	Number of Loans in pool (1)	Benchmark Interest Rate	Weighted Average Spread		Par Value		Par Value Outstanding (2)		Principal Balance of Collateralized Mortgage Assets		Maturity Dates
2021-FL6 Issuer	42	Term SOFR	1.56	%	$	584,500	$	401,842	$	498,796	3/15/2036
2021-FL7 Issuer	36	Term SOFR	1.69	%	722,250		610,510		787,313		12/21/2038
2022-FL8 Issuer	42	AVG SOFR	1.74	%	960,000		895,108		1,127,016		2/15/2037
2022-FL9 Issuer	47	Term SOFR	2.84	%	670,637		618,086		724,014		5/15/2039
2023-FL10 Issuer (3)	34	Term SOFR	2.59	%	717,243		717,243		892,269		9/15/2035
2024-FL11 Issuer	18	Term SOFR	1.99	%	886,176		886,176		891,149		7/15/2039
					$	4,540,806	$	4,128,965	$	4,920,557

	December 31, 2023
CLO Facility	Number of Loans in pool (1)	Benchmark interest rate	Weighted Average Spread		Par Value		Par Value Outstanding (2)		Principal Balance of Collateralized Mortgage Assets		Maturity Dates
2021-FL6 Issuer	54	Term SOFR	1.43	%	$	584,500	$	558,040	$	673,289	3/15/2036
2021-FL7 Issuer	40	Term SOFR	1.64	%	722,250		720,000		864,079		12/21/2038
2022-FL8 Issuer	46	AVG SOFR	1.72	%	960,000		960,000		1,184,931		2/15/2037
2022-FL9 Issuer	51	Term SOFR	2.80	%	670,637		670,639		800,638		5/15/2039
2023-FL10 Issuer	27	Term SOFR	2.57	%	717,243		689,294		895,525		9/15/2035
					$	3,654,630	$	3,597,973	$	4,418,462

________________________

(1) Loan assets may be pledged towards one or multiple CLO pool.

(2) Excludes $ 532.4 million and $ 495.0 million, respectively, of CLO notes, held by the Company, which are eliminated in Collateralized loan obligations in the consolidated balance sheet as of September 30, 2024 and December 31, 2023.

(3) During the first quarter of 2024, the Company sold the BSPRT FL10 AS retained tranche with a principal balance of $ 27.9 million.

On September 26, 2024, BSPRT 2024-FL11 Issuer, LLC, a wholly-owned indirect subsidiary of the Company, entered into an indenture with the OP, as advancing agent, U.S. Bank Trust Company, National Association, as trustee and note administrator, and U.S. Bank National Association, as custodian and in other capacities, which governs the issuance of approximately $ 1.0 billion principal balance secured floating rate notes, of which $ 886.2 million were purchased by third party investors and $ 138.3 million were purchased by a wholly-owned subsidiary of the OP. In addition, concurrently with the issuance of the notes, BSPRT 2024-FL11 Issuer, LLC also issued 72,995 preferred shares, par value of $ 0.001 per share and with an aggregate liquidation preference and notional amount equal to $ 1,000 per share, which were not offered as part of closing the indenture. For U.S. federal income tax purposes, BSPRT 2024-FL11 Issuer, LLC is a disregarded entity.

The below table reflects the total assets and liabilities of the Company's outstanding CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of September 30, 2024 and December 31, 2023 as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE. The VIE's are non-recourse to the Company.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)


	September 30, 2024		December 31, 2023
Assets (dollars in thousands)
Cash (1)	$	197,079	$	55,914
Commercial mortgage loans, held for investment, net (2)	4,648,277		4,379,760
Accrued interest receivable	22,075		23,927
Total Assets	$	4,867,431	$	4,459,601

Liabilities (dollars in thousands)
Notes payable, net (3)(4)	$	4,661,323	$	4,092,971
Accrued interest payable	12,949		15,171
Total Liabilities	$	4,674,272	$	4,108,142

________________________

(1) Includes $ 196.1 million and $ 55.1 million of cash held by the servicer related to CLO loan payoffs as of September 30, 2024 and December 31, 2023, respectively.

(2) The balance is presented net of allowance for credit losses of $ 31.5 million and $ 32.6 million as of September 30, 2024 and December 31, 2023, respectively.

(3) Includes $ 532.4 million and $ 495.0 million of CLO notes, held by the Company, which are eliminated in Collateralized loan obligations of the consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.

(4) The balance is presented net of deferred financing cost and discount of $ 31.3 million and $ 30.8 million as of September 30, 2024 and December 31, 2023, respectively. The deferred financing costs are amortized over the expected lifetime of each CLO.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 8 - Earnings Per Share

The Company uses the two-class method in calculating basic and diluted earnings per share. Net income/(loss) is allocated between our common stock and other participating securities based on their participation rights. Diluted net income per share has been computed using the weighted average number of shares of common stock outstanding and other dilutive securities. The following table presents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations and the calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator
Net income/(loss)	$	30,173	$	30,995	$	62,235	$	114,478
Net (income)/loss from non-controlling interest	1,441		772		3,124		722
Less: Preferred stock dividends	6,749		6,748		20,245		20,245

Net income/(loss) applicable to common stock	$	24,865	$	25,019	$	45,114	$	94,955
Less: Participating securities' share in earnings	453		287		1,350		1,300
Net income/(loss) applicable to common stockholders (for basic & diluted earnings per share)	$	24,412	$	24,732	$	43,764	$	93,655

Denominator
Weighted-average common shares outstanding for basic earnings per share	81,788,091		82,210,624		81,865,672		82,410,725
Weighted-average common shares outstanding for diluted earnings per share (1)	81,788,091		82,210,624		81,865,672		82,410,725

Basic earnings per share	$	0.30	$	0.30	$	0.53	$	1.14
Diluted earnings per share	$	0.30	$	0.30	$	0.53	$	1.14

________________________

(1) Weighted average dilutive shares excluded restricted shares and stock units as of the three months ended September 30, 2024 and 2023 of 276,267 and 809,257 respectively, as the effect was anti-dilutive. Weighted average dilutive shares excluded restricted shares and stock units as of the nine months ended September 30, 2024 and 2023 of 194,571 and 772,945 respectively, as the effect was anti-dilutive. Additionally, the effect of dilutive shares excluded 5,370,498 weighted average common share equivalents of convertible preferred stock for the three and nine months ended September 30, 2024 and 2023, respectively, as the effect was anti-dilutive.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 9 - Redeemable Convertible Preferred Stock and Equity Transactions

The following table presents the summary of the Company's outstanding shares of redeemable convertible preferred stock, perpetual preferred stock, and common stock as of September 30, 2024 and December 31, 2023 (in thousands, except share and per share amounts):


	Balance as of				Shares Outstanding as of		Third Quarter 2024 Dividend Per Share (1)
	September 30, 2024		December 31, 2023		September 30, 2024	December 31, 2023
Redeemable Convertible Preferred Stock:
Series H Preferred Stock (2)	$	89,748	$	89,748	17,950	17,950	$	106.216
Perpetual Preferred Stock:
Series E Preferred Stock	$	258,742	$	258,742	10,329,039	10,329,039	$	0.46875
Common Stock:
Common Stock - at par value (3)(4)	$	818	$	820	83,066,789	82,751,913	$	0.355

________________________

(1) As declared by the Company's board of directors.

(2) On January 10, 2024, the Series H Preferred Stock was amended such that the mandatory conversion date was extended by one year , to January 21, 2025. Unless earlier converted, the Series H Preferred Stock will automatically convert into common stock at a rate of 299.2 shares of common stock per share of Series H Preferred Stock (subject to adjustments as described in the Articles Supplementary for the Series H Preferred Stock) on January 21, 2025. The holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through December 2024, upon 10 business days’ advance notice to the Company.

(3) Includes shares issued pursuant to the Company's dividend reinvestment plan ("DRIP") and unvested restricted shares.

(4) During the three and nine months ended September 30, 2024, the Company repurchased zero and 391,863 shares, respectively, of common stock at an average price of $ 12.42 per share, for a total of $ 4.9 million. All of these shares were retired upon settlement. See discussion in the "Stock Repurchases" section below.

During the nine months ended September 30, 2024 and 2023, the Company paid an aggregate of $ 88.4 million and $ 87.7 million, respectively, of common stock distributions comprised of quarterly common dividends of $ 0.355 per share.

Stock Repurchases

The Company’s board of directors has authorized a $ 65 million share repurchase program of the Company’s common stock. The Company’s share repurchase program authorizes share repurchases at prices below the most recently reported book value per share as determined in accordance with GAAP. Repurchases made under the program may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, as permitted by securities laws and other legal requirements. The timing, manner, price and amount of any purchases by the Company will be determined by the Company in its reasonable business judgment and consistent with the exercise of its legal duties and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The share repurchase program does not obligate the Company to acquire any particular amount of common stock. The Company share repurchase program will remain open until it expires or until the capital committed to the applicable repurchase program has been exhausted, whichever is sooner. Repurchases under the Company’s share repurchase program may be suspended from time to time at the Company’s discretion without prior notice. As of September 30, 2024, the Company had $ 31.1 million remaining under the share repurchase program. In October 2024, the Company's board of directors extended the term of the share repurchase program to December 31, 2025.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

The following table is a summary of the Company’s repurchase activity of its common stock during the nine months ended September 30, 2024 (in thousands, except share amounts):


	For the Nine Months Ended September 30, 2024
	Shares	Amount (1)(2)
Beginning of period, authorized repurchase amount		$	35,917
Repurchases	391,863	( 4,867 )

Remaining as of September 30, 2024		$	31,050

________________________

(1) For the nine months ended September 30, 2024, the average purchase price was $ 12.42 per share.

(2) Amount includes commissions paid associated with share repurchases .

Dividend Reinvestment and Direct Stock Purchase Plan

The Company has adopted a dividend reinvestment and direct stock purchase plan ("DRIP") under which we registered and reserved for issuance, in the aggregate, up to 63,000,000 shares of common stock. Under the dividend reinvestment component of this plan, the Company's common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of common stock (which shares, at the Company's option, are either issued directly from the Company or purchased by the administrator on the open market). The direct stock purchase component allows stockholders, subject to the Company's approval, to purchase shares of common stock directly from us. During the three months ended September 30, 2024 and 2023, no shares were issued, and 40,165 shares and 49,178 shares, respectively, of common stock were purchased by the administrator on the open market under the dividend reinvestment component of the DRIP. During the nine months ended September 30, 2024 and 2023, no shares were issued, and 125,350 shares and 169,354 shares, respectively, of common stock were purchased by the administrator on the open market under the dividend reinvestment component of the DRIP.

Accumulated Other Comprehensive Income/(Loss)

The following table sets forth the changes in accumulated other comprehensive income/(loss) related to the Company's real estate securities, available for sale, measured at fair value for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):


	For the Three Months Ended
	September 30, 2024		September 30, 2023
Balance, Beginning of Period	$	575	$	( 1,299 )
Other comprehensive income/(loss)	( 175 )		448
Reclassification adjustment for amounts included in net income/(loss)	—		( 248 )
Balance, End of Period	$	400	$	( 1,099 )


	For the Nine Months Ended
	September 30, 2024		September 30, 2023
Balance, Beginning of Period	$	( 703 )	$	390
Other comprehensive income/(loss)	797		( 564 )
Reclassification adjustment for amounts included in net income/(loss)	306		( 925 )
Balance, End of Period	$	400	$	( 1,099 )

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 10 - Commitments and Contingencies

Unfunded Commitments Under Commercial Mortgage Loans

As of September 30, 2024, the Company had the below unfunded commitments to the Company's borrowers (dollars in thousands):


Funding Expiration	September 30, 2024
2024	$	32,886
2025	86,042
2026	189,466
2027	120,538
Total	$	428,932

The borrowers are generally required to meet or maintain certain metrics in order to qualify for the unfunded commitment amounts.

Litigation and Regulatory Proceedings

The Company is not presently named as a defendant in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, will have a material impact on the Company’s financial condition, operating results or cash flows. Please refer to "Part II, Item 1. Legal Proceedings" for more details about the Company's ongoing litigation matters.

Note 11 - Related Party Transactions and Arrangements

Advisory Agreement Fees and Reimbursements

Pursuant to the Advisory Agreement, the Company is required to make the following payments and reimbursements to the Advisor:

• The Company reimburses the Advisor’s costs of providing services pursuant to the Advisory Agreement, except the salaries and benefits paid by the Advisor to the Company’s executive officers.

• The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholders' equity as calculated pursuant to the Advisory Agreement.

• The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital (as defined in the Advisory Agreement) exceeds 6.0 % per annum, our Advisor will be entitled to 15.0 % of the excess total return; provided that in no event will the annual subordinated performance fee payable to our Advisor exceed 10.0 % of the aggregate total return for such year.

• The Company reimburses the Advisor for insourced expenses incurred by the Advisor on the Company‘s behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5 % of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5 % of the anticipated net equity funded by the Company to acquire real estate securities investments.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

The table below shows the costs incurred due to arrangements with our Advisor and its affiliates during the three and nine months ended September 30, 2024 and 2023 and the associated payable as of September 30, 2024 and December 31, 2023 (dollars in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,				Payable as of
	2024		2023		2024		2023		September 30, 2024		December 31, 2023
Acquisition expenses (1)	$	255	$	316	$	688	$	977	$	—	$	—
Administrative services expenses	3,801		3,566		7,365		10,993		3,801		3,447
Asset management and subordinated performance fee	4,906		7,908		19,023		24,893		10,826		15,014
Other related party expenses (2)(3)	313		235		1,005		785		1,004		855
Total related party fees and reimbursements	$	9,275	$	12,025	$	28,080	$	37,648	$	15,630	$	19,316

________________________

(1) Total acquisition expenses paid during the three months ended September 30, 2024 and 2023 were $ 1.8 million and $ 1.8 million, respectively, of which $ 1.5 million and $ 1.5 million were capitalized within the Commercial mortgage loans, held for investment and Real estate securities, available for sale, measured at fair value lines of the consolidated balance sheets. Total acquisition expenses paid during the nine months ended September 30, 2024 and 2023 were $ 7.2 million and $ 4.1 million, respectively, of which $ 6.5 million and $ 3.1 million were capitalized within the Commercial mortgage loans, held for investment and Real estate securities, available for sale, measured at fair value lines of the consolidated balance sheets.

(2) These are related to reimbursable costs incurred related to the increase in loan origination activities and are included in Other expenses in the Company's consolidated statements of operations.

(3) As of September 30, 2024 and December 31, 2023, the related party payables include $ 0.9 million and $ 0.7 million, respectively, of payments made by the Advisor to third party vendors on behalf of the Company.

The payables as of September 30, 2024 and December 31, 2023, in the table above are included in Due to affiliates on the Company's consolidated balance sheets.

Other Transactions

In the third quarter of 2021, the Company and an affiliate of the Company entered into the Jeffersonville JV to acquire a $ 139.5 million triple net lease property in Jeffersonville, GA. The Company has a 79 % interest in the Jeffersonville JV, while the affiliate has a 21 % interest. The Company invested a total of $ 109.8 million, made up of $ 88.7 million in debt and $ 21.1 million in equity, representing 79 % of the ownership interest in the Jeffersonville JV. The affiliated fund made up the remaining $ 29.8 million composed of a $ 24.0 million mortgage note payable and $ 5.8 million in non-controlling interest. The Company has majority control of Jeffersonville JV and, therefore, consolidates the accounts of Jeffersonville JV into its consolidated financial statements. The Company's $ 88.7 million mortgage note payable to Jeffersonville JV is eliminated in consolidation (see Note 7 - Debt).

Pursuant to the Company's 2021 Incentive Plan, in the first quarter of 2024 the Company issued awards of restricted stock units to its officers and certain other personnel of the Advisor who provide services to the Company under the Advisory Agreement.

As of September 30, 2024 and December 31, 2023, our commercial mortgage loans, held for investment, includes an aggregate of $ 71.8 million and $ 124.1 million, respectively, carrying value of loans to affiliates of our Advisor. For the three and nine months ended September 30, 2024, the Company recognized $ 1.6 million and $ 6.4 million, respectively, of interest income from these loans in the Company's consolidated statement of operations. For the three and nine months ended September 30, 2023, the Company recognized $ 2.8 million and $ 7.4 million, respectively, of interest income from these loans in the Company's consolidated statement of operations.

In the second quarter of 2022, the Company fully funded a $ 149.7 million first mortgage consisting of the Walgreens Portfolio: 24 retail properties with various locations throughout the United States. The Company entered into a joint venture agreement and formed the Walgreens JV to acquire 75.618 % ownership interest in the Walgreens Portfolio, while the affiliated fund has 24.242 % interest.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 12 - Fair Value of Financial Instruments

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair values. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

• Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

• Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

• Level III - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.

The Company has implemented valuation control processes to validate the fair value of the Company's financial instruments measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.

Financial Instruments Measured at Fair Value on a Recurring Basis

CMBS bonds , recorded in Real estate securities, available for sale, measured at fair value on the consolidated balance

sheets are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, and recent trades of similar real estate securities. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are classified in either Level II or Level III of the fair value hierarchy. The Company obtains third party pricing for determining the fair value of each CMBS investment, resulting in a Level II classification.

Commercial mortgage loans held for sale, measured at fair value in the Company's TRS are initially recorded at transaction price, which are considered to be the best initial estimate of fair value. The Company engaged the services of a third party independent valuation firm to determine fair value of certain investments held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. Commercial mortgage loans held for sale, measured at fair value that are originated in the last month of the reporting period are held and marked to the transaction price. The Company classified its commercial mortgage loans held for sale, measured at fair value as Level III.

Other real estate investments, measured at fair value on the consolidated balance sheets are valued using unobservable inputs. The Company engaged the services of a third party independent valuation firm to determine fair value of certain investments, including preferred equity investments, held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. The Company generally classifies its other real estate investments, measured at fair value as Level III.

Derivative instruments, measured at fair value are valued using market prices. Treasury note futures trade on the Chicago Mercantile Exchange (“CME”). The instruments are a variety of recently issued 10-year U.S. Treasury notes. The future contracts are liquid and are centrally cleared through the CME. Treasury note futures are categorized as Level I.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

The fair value for credit default swaps and interest rate swaps contracts are derived using pricing models that are widely accepted by marketplace participants. Credit default swaps and some interest rate swaps are traded in the over the counter ("OTC") market. The pricing models take into account multiple inputs including specific contract terms, interest rate yield curves, interest rates, credit curves, recovery rates, and/or current credit spreads obtained from swap counterparties and other market participants. Most inputs into the models are not subjective as they are observable in the marketplace or set per the contract. Valuation is primarily determined by the difference between the contract spread and the current market spread. The contract spread (or rate) is generally fixed and the market spread is determined by the credit risk of the underlying debt or reference entity. If the underlying indices are liquid and the OTC market for the current spread is active, credit default swaps and interest rate swaps are categorized in Level II of the fair value hierarchy. If the underlying indices are illiquid and the OTC market for the current spread is not active, credit default swaps are categorized in Level III of the fair value hierarchy. The Company classified its credit default swaps and interest rate swaps as Level II.

A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets or liabilities. The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the beginning of the reporting period. There were no material transfers between levels within the fair value hierarchy for the period ended September 30, 2024 and December 31, 2023.

The following table presents the Company's financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of September 30, 2024 and December 31, 2023 (dollars in thousands). The Company did not have any liabilities carried at fair value as of December 31, 2023.


	September 30, 2024
	Total		Level I		Level II		Level III
Assets, at fair value
Real estate securities, available for sale, measured at fair value	$	210,656	$	—	$	210,656	$	—






Total assets, at fair value	$	210,656	$	—	$	210,656	$	—

Liabilities, at fair value


Treasury note futures	$	4	$	4	$	—	$	—
Total liabilities, at fair value	$	4	$	4	$	—	$	—

	December 31, 2023
	Total		Level I		Level II		Level III
Assets, at fair value
Real estate securities, available for sale, measured at fair value	$	242,569	$	—	$	242,569	$	—





Total assets, at fair value	$	242,569	$	—	$	242,569	$	—

Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level III category. The Company did no t hold any applicable positions as of September 30, 2024 and December 31, 2023.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

The following table presents additional information about the Company’s financial instruments which are measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 for which the Company has used Level III inputs to determine fair value (dollars in thousands):


	September 30, 2024
	Commercial mortgage loans, held for sale, measured at fair value
Beginning balance, January 1, 2024	$	—
Transfers into Level III (1)	—
Originations	271,175
Sales/paydowns	( 284,300 )
Total realized and unrealized gain/(loss) included in earnings:
Realized gain/(loss) on sale of commercial mortgage loans, held for sale	13,125

Unrealized gain/(loss) on commercial mortgage loans, held for sale and other real estate investments	—



Transfers out of Level III (1)	—
Ending Balance, September 30, 2024	$	—

________________________

(1) There were no transfers in or out of Level III as of September 30, 2024.


	December 31, 2023
	Real estate securities, trading, measured at fair value		Commercial mortgage loans, held for sale, measured at fair value
Beginning balance, January 1, 2023	$	235,728	$	15,559
Transfers into Level III (1)	—		—
Originations	—		102,500
Sales/paydowns	( 235,123 )		( 121,976 )
Total realized and unrealized gain/(loss) included in earnings:
Realized gain/(loss) on sale of commercial mortgage loans, held for sale	—		3,873

Unrealized gain/(loss) on commercial mortgage loans, held for sale and other real estate investments	—		44
Trading gain/(loss)	( 605 )		—


Transfers out of Level III (1)	—		—
Ending Balance, December 31, 2023	$	—	$	—

________________________

(1) There were no transfers in or out of Level III as of December 31, 2023.

The fair value of cash and cash equivalents and restricted cash are measured using observable quoted market prices, or Level I inputs and their carrying value approximate their fair value. The fair value of borrowings under repurchase agreements approximate their carrying value on the consolidated balance sheets due to their short-term nature and are measured using Level III inputs.

Financial Instruments Measured at Fair Value on a Nonrecurring Basis

Real Estate Owned, held for sale , on the consolidated balance sheets are valued at fair value on a non-recurring basis in accordance with ASC 820 and are classified as Level III investments. At the time of acquisition, we determined the fair value of the net real estate assets, using either the market approach, the income approach, or a combination thereof.

During the quarters ended June 30, 2024 and September 30, 2024, the Walgreens Portfolio was written down to estimated fair value less cost to sell for impairment purposes based on the market approach and the income approach, respectively. In addition, the Company determined the fair value of its ten multifamily properties, obtained through foreclosure or deed-in-lieu

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

of foreclosure, based on a combination of the market approach and the income approach.

The significant unobservable input used for the income approach is the exit capitalization rate assumptions, which ranged from 5.00 % - 7.88 %. The significant unobservable input used for the market approach is the estimated fair value less cost to sell based on a negotiated price from an anticipated buyer.

As of September 30, 2024, the Company's Real estate owned, held for sale assets and liabilities, had a fair value of $ 282.6 million, net, that represented the remaining five retail properties in the Walgreens Portfolio and ten multifamily properties. As of December 31, 2023 the Company's real estate owned, held for sale assets and liabilities, had a fair value of $ 91.4 million, net, representing the remaining 23 retail properties in the Walgreens Portfolio and four multifamily properties.

Financial Instruments Not Measured at Fair Value

The fair values of the Company's commercial mortgage loans, held for investment and collateralized loan obligations, which are not reported at fair value on the consolidated balance sheets are reported below as of September 30, 2024 and December 31, 2023 (dollars in thousands):


		September 30, 2024					December 31, 2023
		Level	Carrying Amount		Fair Value		Level	Carrying Amount		Fair Value
Commercial mortgage loans, held for investment (1)	Asset	III	$	5,154,116	$	5,111,165	III	$	5,036,942	$	5,010,580
Collateralized loan obligations (2)	Liability	II	4,097,668		4,104,846		II	3,567,166		3,521,274
Mortgage note payable	Liability	III	23,998		23,998		III	23,998		23,998
Other financings	Liability	III	12,865		12,865		III	36,534		36,534
Unsecured debt	Liability	III	81,370		69,700		III	81,295		64,900

________________________

(1) The carrying value is gross of $ 76.6 million and $ 47.2 million of allowance for credit losses as of September 30, 2024 and December 31, 2023, respectively.

(2) Depending upon the significance of the fair value inputs utilized in determining these fair values, our collateralized loan obligations are classified as either Level II or Level III of the fair value hierarchy. Beginning in the third quarter of 2023, the transfers from Level III to Level II were a result of the availability of current and reliable market data provided by third party pricing services or other valuation techniques which utilized observable inputs.

Repurchase agreements - commercial mortgage loans of $ 183.8 million and $ 299.7 million as of September 30, 2024 and December 31, 2023, respectively, and repurchase agreements - real estate securities of $ 241.3 million and $ 174.1 million as of September 30, 2024 and December 31, 2023, respectively, are not carried at fair value and do not include accrued interest expense, which are presented in Note 7 – Debt. For these instruments, carrying value generally approximates fair value and are classified as Level III.

The fair value of the commercial mortgage loans, held for investment is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of investments. The Company estimates the fair value of the collateralized loan obligations using external broker quotes. The mortgage note payable was recorded at transaction proceeds, which are considered to be the best initial estimate of fair value. The fair value of the other financings is generally estimated using a discounted cash flow analysis. The fair value of the unsecured debt is based on discounted cash flows using Company estimates for market yields on similarly structured debt instruments.

Note 13 - Derivative Instruments

The Company uses derivative instruments primarily to manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk.

The Company did not have any derivatives outstanding as of September 30, 2024.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

The following tables indicate the net realized and unrealized gains and losses on derivatives, by primary underlying risk exposure, as included in the consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):


	Three Months Ended September 30, 2024				Three Months Ended September 30, 2023
Contract type	Unrealized Gain/(Loss)		Realized Gain/(Loss)		Unrealized Gain/(Loss)		Realized Gain/(Loss)
Credit default swaps	$	( 4 )	$	14	$	33	$	( 46 )
Interest rate swaps	—		—		( 251 )		113
Treasury note futures	326		( 1,567 )		35		—
Options	—		( 20 )		—		—

Total	$	322	$	( 1,573 )	$	( 183 )	$	67


	Nine Months Ended September 30, 2024				Nine Months Ended September 30, 2023
Contract type	Unrealized Gain/(Loss)		Realized Gain/(Loss)		Unrealized Gain/(Loss)		Realized Gain/(Loss)
Credit default swaps	$	—	$	( 112 )	$	36	$	( 32 )
Interest rate swaps	—		—		( 90 )		672
Treasury note futures	1		( 1,059 )		( 56 )		44

Options	—		( 90 )		—		—
Total	$	1	$	( 1,261 )	$	( 110 )	$	684

Interest rate swap agreements are measured at fair value on a recurring basis primarily using Level II Inputs in accordance with ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). In determining fair value estimates for swaps, the Company utilizes the standard methodology of netting the discounted future fixed cash payments and the discounted future variable cash receipts which are based on expected future interest rates derived from observable market interest rate curves. The Company also incorporates both its own nonperformance risk and its counterparties’ nonperformance risk in determining fair value. In considering the effect of nonperformance risk, the Company considered the impact of netting and credit enhancements, such as collateral postings and guarantees, and has concluded that counterparty risk is not significant to the overall valuation.

Note 14 - Offsetting Assets and Liabilities

The Company's consolidated balance sheets used a gross presentation of repurchase agreements and collateral pledged. As of September 30, 2024 and December 31, 2023, there were no assets which were presented gross within the scope of ASC 210-20, Balance Sheet - Offsetting. The table below provides a gross presentation, the effects of offsetting, and a net presentation of the Company's repurchase agreements as of September 30, 2024 and December 31, 2023 (dollars in thousands):

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)


							Gross Amounts Not Offset on the Balance Sheet
Liabilities	Gross Amounts of Recognized Liabilities		Gross Amounts Offset on the Balance Sheet		Net Amount of Liabilities Presented on the Balance Sheet		Financial Instruments		Cash Collateral (1)		Net Amount
September 30, 2024
Repurchase agreements - commercial mortgage loans	$	183,761	$	—	$	183,761	$	183,761	$	—	$	—
Repurchase agreements - real estate securities	241,266		—		241,266		241,266		—		—

December 31, 2023
Repurchase agreements - commercial mortgage loans	$	299,707	$	—	$	299,707	$	299,707	$	—	$	—
Repurchase agreements - real estate securities	174,055		—		174,055		174,055		—		—

________________________

(1) Included in Restricted cash in the Company's consolidated balance sheets.

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FRANKLIN BSP REALTY TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Note 15 - Segment Reporting

The Company conducts its business through the following segments:

• The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgages, subordinate mortgages, mezzanine loans and participations in such loans.

• The real estate securities business focuses on investing in and asset managing real estate securities. Historically this business has focused primarily on CMBS, CMBS bonds, CDO notes, and other securities.

• The commercial real estate conduit business operated through the Company's TRS, which is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit. The TRS may also hold certain mezzanine loans that don't qualify as good REIT assets due to any potential loss from foreclosure.

• The real estate owned business represents real estate acquired by the Company through foreclosure, deed in lieu of foreclosure, or purchase.

Profit or loss on segment operations is measured by net income/(loss) included in the consolidated statements of operations. The following table represents the Company's operations by segment for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands):















Three Months Ended September 30, 2024	Total		Real Estate Debt and Other Real Estate Investments		Real Estate Securities		TRS		Real Estate Owned
Interest income	$	134,142	$	127,550	$	4,432	$	1,761	$	399
Revenue from real estate owned	5,412		—		—		—		5,412
Interest expense	89,884		85,287		3,901		182		514
Net income/(loss)	30,173		29,950		397		2,591		( 2,765 )
Total assets as of September 30, 2024	6,334,976		5,591,695		214,555		77,464		451,262
Three Months Ended September 30, 2023
Interest income	$	137,042	$	131,093	$	4,908	$	109	$	932
Revenue from real estate owned	3,317		—		—		—		3,317
Interest expense	77,973		74,002		3,151		307		513
Net income/(loss)	30,995		35,450		( 1,568 )		82		( 2,969 )
Total assets as of December 31, 2023	5,955,180		5,372,371		245,949		66,503		270,357















Nine Months Ended September 30, 2024	Total		Real Estate Debt and Other Real Estate Investments		Real Estate Securities		TRS		Real Estate Owned
Interest income	$	398,253	$	379,321	$	13,390	$	4,862	$	680
Revenue from real estate owned	14,196		—		—		—		14,196
Interest expense	257,942		245,755		10,110		539		1,538
Net income/(loss)	62,235		60,303		2,460		6,764		( 7,292 )
Total assets as of September 30, 2024	6,334,976		5,591,695		214,555		77,464		451,262
Nine Months Ended September 30, 2023
Interest income	$	420,470	$	404,300	$	12,488	$	1,179	$	2,503
Revenue from real estate owned	13,067		—		—		—		13,067
Interest expense	224,347		211,923		10,139		824		1,461
Net income/(loss)	114,478		125,723		1,158		( 10,610 )		( 1,793 )
Total assets as of December 31, 2023	5,955,180		5,372,371		245,949		66,503		270,357

For the purposes of the tables above, management fees have been allocated to the business segments using an agreed upon percentage of each respective segment's prior period equity. Administrative fees are derived from an agreed upon reimbursable amount based on employee time charged and allocated to the business segments.

Note 16 - Subsequent Events

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying financial statements of Franklin BSP Realty Trust, Inc. the notes thereto and other financial information included elsewhere in this Quarterly Report on Form 10-Q, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the "SEC") on February 26, 2024.

As used herein, the terms "the Company," "we," "our" and "us" refer to Franklin BSP Realty Trust, Inc., a Maryland corporation and, as required by context, to Benefit Street Partners Realty Operating Partnership, L.P., a Delaware limited partnership, which we refer to as the "OP," and to its subsidiaries. We are externally managed by Benefit Street Partners L.L.C. (the "Advisor").

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of 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 our Annual Report on Form 10-K for the year ended December 31, 2023, 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;

• the degree and nature of our competition;

• the availability of qualified personnel;

• impairment 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;

• our ability to maintain our qualification as a real estate investment trust ("REIT"); and

• other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023.

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Overview

The Company is a Maryland corporation and has made tax elections to be treated as a real estate investment trust ("REIT") for U.S. federal income tax purposes since 2013. The Company, through one or more subsidiaries which are each treated as a taxable REIT subsidiary ("TRS"), is indirectly subject to U.S. federal, state and local income taxes. We commenced business in May 2013. We primarily originate, acquire and manage a diversified portfolio of commercial real estate debt investments secured by properties located within and outside of the United States. Substantially all of our business is conducted through the OP, a Delaware limited partnership. We are the sole general partner and directly or indirectly hold all of the units of limited partner interests in the OP.

The Company has no employees. We are managed by the Advisor pursuant to an advisory agreement, as amended on August 18, 2021 (the "Advisory Agreement") with the Advisor. The Advisor manages our affairs on a day-to-day basis. The Advisor receives compensation and fees for services related to the investment and management of our assets and our operations.

The Advisor, an SEC-registered investment adviser, is a credit-focused alternative asset management firm. The Advisor manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private / opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the Advisor’s robust platform. The Advisor is a wholly-owned subsidiary of Franklin Resources, Inc., which together with its various subsidiaries operates as "Franklin Templeton".

Book Value Per Share

The following table calculates our book value per share as of September 30, 2024 and December 31, 2023 (in thousands, except share and per share amounts):


	September 30, 2024		December 31, 2023
Stockholders' equity applicable to common stock	$	1,257,707	$	1,300,372
Shares:
Common stock	81,788,091		81,942,656
Restricted stock and restricted stock units	1,278,698		809,257
Total outstanding shares	83,066,789		82,751,913
Book value per share	$	15.14	$	15.71

The following table calculates our fully-converted book value per share as of September 30, 2024 and December 31, 2023 (in thousands, except share and per share amounts):


	September 30, 2024		December 31, 2023
Stockholders' equity applicable to convertible common stock	$	1,347,455	$	1,390,120
Shares:
Common stock	81,788,091		81,942,656
Restricted stock and restricted stock units	1,278,698		809,257
Series H convertible preferred stock	5,370,498		5,370,498
Total outstanding shares	88,437,287		88,122,411
Fully-converted book value per share (1)	$	15.24	$	15.77

________________________

(1) Fully-converted book value per share reflects full conversion of our outstanding series of convertible preferred stock and full vesting of our outstanding equity compensation awards.

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Book value per share as of September 30, 2024 and December 31, 2023, excluding the impact for accumulated depreciation and amortization of real property of $12.6 million and $9.4 million, respectively, was $15.38 and $15.88.

Critical Accounting Estimates

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting estimates are those that require the application of management’s most difficult, subjective or complex judgments on matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements, management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses.

During the nine months ended September 30, 2024, there were no material changes to our critical accounting estimates as compared to the critical accounting estimates disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.

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Portfolio

As of September 30, 2024 and December 31, 2023, our portfolio consisted of 157 and 144 commercial mortgage loans, held for investment, respectively. The commercial mortgage loans, held for investment, net of allowance for credit losses, as of September 30, 2024 and December 31, 2023 had a total carrying value of $5,077.5 million and $4,989.8 million, respectively. As of September 30, 2024 and December 31, 2023 the Company did not hold any commercial mortgage loans, held for sale. As of September 30, 2024 and December 31, 2023, we had $210.7 million and $242.6 million, respectively, of real estate securities, available for sale, measured at fair value. As of September 30, 2024 and December 31, 2023, our real estate owned, held for investment portfolio was composed of three investments with carrying values of $113.8 million and $115.8 million, respectively. As of September 30, 2024 and December 31, 2023, we had 11 positions and one position classified as real estate owned, held for sale with combined carrying values of $284.4 million and $103.7 million, respectively.

As of September 30, 2024, we had three loans (one secured by a multifamily property and two secured by office properties) designated as non-performing status with a total amortized cost of $67.9 million. As of September 30, 2024, two loans designated as non-performing and put on cost recovery status were determined to have a combined $28.7 million specific allowance for credit losses. During the first quarter of 2024, one multifamily loan which was designated as non-performing as of December 31, 2023, was assumed by the Company through a deed-in-lieu of foreclosure, and subsequently sold (see "Note 3 - Commercial Mortgage Loans").

As of September 30, 2024 and December 31, 2023 our commercial mortgage loans, held for investment, excluding commercial mortgage loans on non-performing status, had a weighted average coupon of 8.5% and 9.2%, respectively, and a weighted average remaining contractual maturity life of 1.0 year and 0.9 years, respectively.

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The following charts summarize our commercial mortgage loans, held for investment, by coupon rate type, collateral type geographical region and state as of September 30, 2024 and December 31, 2023:

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An investments region classification is defined according to the below map based on the location of investments secured property.

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The following charts show the par value by contractual maturity year for the commercial mortgage loans, held for investment (excluding commercial mortgage loans in principal default) in our portfolio as of September 30, 2024 and December 31, 2023:

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The following table shows selected data from our commercial mortgage loans, held for investment in our portfolio as of September 30, 2024 (dollars in thousands):


Loan Type	Risk Rating (1)	Property Type	State	Par Value	Amortized Cost	Origination Date (2)	Fully Extended Maturity (3)	Interest Rate (4)(5)	Effective Yield (6)	Loan to Value (7)
Senior Debt 1	2	Hospitality	Louisiana	$21,557	$21,557	6/28/2018	9/9/2025	1M SOFR Term + 4.25%	9.10%	68.8%
Senior Debt 2	2	Hospitality	Michigan	12,837	12,837	9/17/2019	10/9/2025	1M SOFR Term + 4.41%	9.25%	56.4%
Senior Debt 3	2	Hospitality	New York	4,805	4,805	7/9/2019	7/9/2025	1M SOFR Term + 5.25%	10.10%	47.7%
Senior Debt 4	2	Office	Arizona	14,600	14,600	11/22/2019	12/9/2024	1M SOFR Term + 4.00%	8.85%	70.9%
Senior Debt 5	5	Office	Georgia	23,444	23,124	12/17/2019	1/9/2026	1M SOFR Term + 2.25%	7.10%	64.9%
Senior Debt 6	2	Manufactured Housing	Arkansas	1,278	1,278	4/22/2020	5/9/2025	5.50%	5.50%	62.8%
Senior Debt 7	3	Office	Texas	16,803	16,803	10/6/2020	10/9/2025	Adj. 1M SOFR Term + 4.50%	9.46%	47.9%
Senior Debt 8	2	Office	Massachusetts	61,522	61,448	10/8/2020	10/9/2025	5.15%	5.15%	52.5%
Senior Debt 9	3	Office	Michigan	29,336	29,336	10/14/2020	7/9/2025	1M SOFR Term + 2.81%	8.13%	66.0%
Senior Debt 10	2	Office	Texas	9,038	9,038	11/6/2020	11/9/2025	Adj. 1M SOFR Term + 5.00%	9.96%	67.8%
Senior Debt 11	2	Multifamily	Texas	11,454	11,454	1/22/2021	2/9/2026	Adj. 1M SOFR Term + 4.55%	9.51%	73.0%
Senior Debt 12	5	Office	Colorado	44,913	44,069	3/8/2024	3/9/2026	5.50%	5.50%	53.9%
Senior Debt 13	2	Multifamily	Texas	34,190	34,190	3/5/2021	3/9/2025	1M SOFR Term + 4.10%	8.95%	78.2%
Senior Debt 14	2	Multifamily	Texas	54,650	54,650	3/16/2021	5/9/2025	1M SOFR Term + 4.00%	8.85%	71.6%
Senior Debt 15	2	Multifamily	Texas	14,436	14,436	3/15/2021	10/9/2024	Adj. 1M SOFR Term + 3.39%	8.35%	70.6%
Senior Debt 16	3	Multifamily	Texas	19,519	19,519	3/25/2021	10/9/2024	Adj. 1M SOFR Term + 3.60%	8.56%	70.8%
Senior Debt 17	2	Multifamily	Texas	43,246	43,240	4/1/2021	4/9/2026	Adj. 1M SOFR Term + 2.95%	7.91%	71.6%
Senior Debt 18	2	Hospitality	Louisiana	25,700	25,700	4/15/2021	5/9/2026	Adj. 1M SOFR Term + 5.60%	10.56%	61.0%
Senior Debt 19	2	Mixed Use	Washington	32,500	32,500	6/30/2021	1/9/2026	Adj. 1M SOFR Term + 3.70%	8.66%	69.7%
Senior Debt 20	3	Multifamily	Texas	75,259	75,241	3/31/2021	4/9/2026	Adj. 1M SOFR Term + 2.95%	7.91%	72.6%
Senior Debt 21	3	Multifamily	Texas	20,450	20,450	4/22/2021	5/9/2026	Adj. 1M SOFR Term + 3.35%	8.31%	67.7%
Senior Debt 22	2	Multifamily	Texas	35,466	35,461	4/1/2021	4/9/2026	Adj. 1M SOFR Term + 2.95%	7.91%	71.7%
Senior Debt 23	2	Multifamily	North Carolina	35,116	35,068	7/22/2021	3/9/2027	Adj. 1M SOFR Term + 8.00%	12.96%	—%
Senior Debt 24	2	Multifamily	Texas	16,280	16,280	10/6/2021	10/9/2026	Adj. 1M SOFR Term + 3.75%	8.71%	76.9%
Senior Debt 25	2	Multifamily	South Carolina	41,048	41,048	9/2/2021	10/9/2025	Adj. 1M SOFR Term + 3.40%	8.36%	79.9%
Senior Debt 26	3	Multifamily	Texas	34,760	34,758	9/20/2021	10/9/2024	Adj. 1M SOFR Term + 3.64%	8.60%	66.0%
Senior Debt 27	2	Multifamily	South Carolina	69,500	69,495	9/20/2021	10/9/2026	Adj. 1M SOFR Term + 3.25%	8.21%	77.1%
Senior Debt 28	2	Multifamily	Georgia	11,325	11,324	9/22/2021	10/9/2026	Adj. 1M SOFR Term + 3.75%	8.71%	70.0%
Senior Debt 29	2	Multifamily	Texas	27,199	27,198	9/30/2021	10/9/2026	Adj. 1M SOFR Term + 3.20%	8.16%	77.3%
Senior Debt 30	2	Hospitality	Texas	17,122	17,122	9/30/2021	10/9/2026	Adj. 1M SOFR Term + 5.25%	10.21%	61.0%
Senior Debt 31	2	Multifamily	Texas	56,150	56,148	9/30/2021	10/9/2026	Adj. 1M SOFR Term + 3.10%	8.06%	78.9%
Senior Debt 32	3	Multifamily	Texas	38,365	38,273	10/14/2021	11/9/2026	Adj. 1M SOFR Term + 2.90%	7.86%	72.2%
Senior Debt 33	2	Multifamily	Texas	54,444	54,444	11/23/2021	12/9/2025	Adj. 1M SOFR Term + 3.10%	8.06%	67.2%
Senior Debt 34	3	Multifamily	Arizona	36,616	36,605	11/16/2021	12/9/2026	Adj. 1M SOFR Term + 2.90%	7.86%	72.0%
Senior Debt 35	3	Multifamily	Texas	68,165	68,165	10/29/2021	11/9/2026	Adj. 1M SOFR Term + 2.85%	7.81%	70.6%
Senior Debt 36	2	Multifamily	Texas	32,867	32,855	11/23/2021	12/9/2026	Adj. 1M SOFR Term + 3.25%	8.21%	80.0%
Senior Debt 37	2	Multifamily	South Carolina	61,600	61,600	11/10/2021	11/9/2026	Adj. 1M SOFR Term + 3.35%	8.31%	78.0%
Senior Debt 38	2	Multifamily	Texas	45,303	45,303	11/16/2021	12/9/2026	Adj. 1M SOFR Term + 3.00%	7.96%	74.8%
Senior Debt 39	2	Multifamily	Texas	47,394	47,317	11/9/2021	11/9/2026	Adj. 1M SOFR Term + 2.75%	7.71%	68.1%
Senior Debt 40	2	Multifamily	New Jersey	85,660	85,660	2/25/2022	7/9/2026	1M SOFR Term + 3.24%	8.08%	60.0%
Senior Debt 41	3	Manufactured Housing	Georgia	6,700	6,698	12/13/2021	12/9/2026	Adj. 1M SOFR Term + 4.50%	9.46%	77.9%
Senior Debt 42	2	Multifamily	Texas	58,680	58,680	12/10/2021	1/9/2027	Adj. 1M SOFR Term + 3.45%	8.41%	74.8%
Senior Debt 43	2	Multifamily	Kentucky	14,933	14,927	11/19/2021	12/9/2026	Adj. 1M SOFR Term + 3.20%	8.16%	62.4%
Senior Debt 44	2	Multifamily	Texas	38,376	38,362	11/22/2021	12/9/2026	Adj. 1M SOFR Term + 3.00%	7.96%	73.3%
Senior Debt 45	3	Multifamily	Texas	69,415	69,415	11/30/2021	12/9/2026	Adj. 1M SOFR Term + 2.88%	7.84%	74.8%
Senior Debt 46	3	Multifamily	Texas	66,742	66,742	11/30/2021	12/9/2026	Adj. 1M SOFR Term + 2.88%	7.84%	75.5%
Senior Debt 47	2	Multifamily	Texas	18,500	18,500	12/30/2021	1/9/2027	1M SOFR Term + 3.50%	8.35%	71.7%
Senior Debt 48	2	Multifamily	Michigan	59,232	59,220	12/9/2021	12/9/2026	Adj. 1M SOFR Term + 2.75%	7.71%	73.9%
Senior Debt 49	3	Multifamily	Pennsylvania	22,240	22,240	12/16/2021	1/9/2027	1M SOFR Term + 2.96%	7.81%	79.4%
Senior Debt 50	2	Multifamily	Texas	31,428	31,428	12/16/2021	1/9/2027	1M SOFR Term + 3.20%	8.05%	74.2%
Senior Debt 51	2	Multifamily	Florida	78,416	78,226	12/21/2021	1/9/2027	1M SOFR Term + 3.45%	8.30%	78.8%
Senior Debt 52	3	Multifamily	North Carolina	81,247	81,225	12/15/2021	8/9/2026	1M SOFR Term + 0.92%	6.24%	76.1%

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Loan Type	Risk Rating (1)	Property Type	State	Par Value	Amortized Cost	Origination Date (2)	Fully Extended Maturity (3)	Interest Rate (4)(5)	Effective Yield (6)	Loan to Value (7)
Senior Debt 53	2	Multifamily	North Carolina	24,000	24,000	12/17/2021	1/9/2027	1M SOFR Term + 3.10%	7.95%	72.7%
Senior Debt 54	3	Multifamily	Texas	37,605	37,605	5/12/2022	2/9/2027	1M SOFR Term + 3.55%	8.40%	66.2%
Senior Debt 55	2	Multifamily	Georgia	23,855	23,855	1/28/2022	2/9/2027	1M SOFR Term + 2.95%	7.80%	65.6%
Senior Debt 56	2	Multifamily	North Carolina	10,978	10,978	1/14/2022	2/9/2027	1M SOFR Term + 3.30%	8.15%	75.7%
Senior Debt 57	2	Multifamily	Texas	32,444	32,444	12/21/2021	1/9/2027	1M SOFR Term + 2.86%	7.71%	68.2%
Senior Debt 58	3	Hospitality	North Carolina	10,800	10,793	1/19/2022	2/9/2027	1M SOFR Term + 5.30%	10.15%	68.2%
Senior Debt 59	2	Multifamily	Florida	82,000	82,000	2/10/2022	2/9/2027	1M SOFR Term + 3.20%	8.05%	74.5%
Senior Debt 60	2	Industrial	Arizona	55,000	55,000	3/15/2022	3/9/2027	1M SOFR Term + 3.50%	8.35%	70.1%
Senior Debt 61	2	Multifamily	Texas	39,375	39,375	3/14/2022	3/9/2027	1M SOFR Term + 3.10%	7.95%	74.1%
Senior Debt 62	2	Multifamily	Arizona	34,859	34,859	3/2/2022	3/9/2027	1M SOFR Term + 2.95%	7.80%	63.1%
Senior Debt 63	2	Mixed Use	New York	18,828	18,828	3/7/2022	3/9/2026	1M SOFR Term + 3.42%	8.27%	65.1%
Senior Debt 64	2	Multifamily	North Carolina	85,500	85,500	2/24/2022	3/9/2027	1M SOFR Term + 3.15%	8.00%	69.6%
Senior Debt 65	2	Multifamily	North Carolina	31,900	31,900	3/29/2022	4/9/2027	1M SOFR Term + 3.30%	8.15%	76.9%
Senior Debt 66	2	Hospitality	Colorado	41,000	40,863	5/20/2022	6/9/2027	1M SOFR Term + 7.05%	11.90%	—%
Senior Debt 67	2	Multifamily	Texas	40,455	40,084	7/20/2022	4/9/2027	1M SOFR Term + 6.75%	11.60%	—%
Senior Debt 68	2	Hospitality	Georgia	49,942	49,942	3/30/2022	4/9/2027	1M SOFR Term + 4.90%	9.75%	61.1%
Senior Debt 69	2	Hospitality	New York	15,750	15,709	11/8/2022	11/9/2027	1M SOFR Term + 5.34%	10.18%	57.7%
Senior Debt 70	3	Multifamily	Nevada	35,950	35,950	6/3/2022	4/9/2025	1M SOFR Term + 7.05%	11.90%	62.4%
Senior Debt 71	3	Multifamily	Virginia	56,616	56,554	4/29/2022	5/9/2027	1M SOFR Term + 3.95%	8.80%	73.2%
Senior Debt 72	3	Multifamily	Texas	33,255	33,244	10/21/2022	11/9/2027	1M SOFR Term + 4.00%	8.85%	70.9%
Senior Debt 73	3	Multifamily	North Carolina	57,159	57,159	8/23/2022	4/9/2028	1M SOFR Term + 6.70%	11.55%	46.5%
Senior Debt 74	2	Multifamily	Texas	12,788	12,788	5/2/2022	5/9/2027	1M SOFR Term + 3.55%	8.40%	67.7%
Senior Debt 75	2	Industrial	Florida	18,724	18,724	9/13/2022	9/9/2027	1M SOFR Term + 4.90%	9.75%	64.6%
Senior Debt 76	3	Multifamily	Texas	28,979	28,979	5/26/2022	6/9/2027	1M SOFR Term + 3.65%	8.50%	71.0%
Senior Debt 77	3	Multifamily	Texas	16,967	16,967	5/26/2022	6/9/2028	1M SOFR Term + 3.65%	8.50%	73.9%
Senior Debt 78	2	Multifamily	Georgia	70,250	70,250	5/18/2022	12/9/2024	1M SOFR Term + 3.80%	8.65%	77.9%
Senior Debt 79	3	Multifamily	North Carolina	44,583	44,576	6/1/2022	6/9/2027	1M SOFR Term + 2.75%	7.60%	75.9%
Senior Debt 80	4	Multifamily	South Carolina	776	722	6/1/2022	10/9/2027	1M SOFR Term + 3.95%	8.80%	67.8%
Senior Debt 81	2	Multifamily	Kentucky	54,500	54,500	6/1/2022	12/9/2024	1M SOFR Term + 3.80%	8.65%	73.8%
Senior Debt 82	2	Multifamily	North Carolina	11,675	11,673	11/3/2022	11/9/2027	1M SOFR Term + 4.45%	9.30%	74.8%
Senior Debt 83	2	Multifamily	Georgia	68,250	68,250	6/14/2022	6/9/2027	1M SOFR Term + 3.45%	8.30%	71.6%
Senior Debt 84	2	Hospitality	District of Columbia	39,525	39,426	8/2/2022	8/9/2027	1M SOFR Term + 5.00%	9.85%	71.2%
Senior Debt 85	2	Multifamily	Pennsylvania	20,253	20,009	2/17/2023	9/9/2026	1M SOFR Term + 6.31%	11.16%	—%
Senior Debt 86	2	Hospitality	Alabama	18,219	18,219	9/20/2022	10/9/2027	1M SOFR Term + 5.75%	10.60%	62.1%
Senior Debt 87	2	Manufactured Housing	Florida	12,715	12,715	9/13/2022	9/9/2027	1M SOFR Term + 4.75%	9.60%	53.8%
Senior Debt 88	2	Hospitality	Texas	21,436	21,355	1/31/2023	11/9/2027	1M SOFR Term + 7.50%	12.35%	6.2%
Senior Debt 89	2	Multifamily	North Carolina	49,990	49,968	12/29/2022	1/9/2028	1M SOFR Term + 4.20%	9.05%	70.1%
Senior Debt 90	2	Multifamily	South Carolina	51,000	50,974	12/2/2022	12/9/2027	1M SOFR Term + 3.75%	8.60%	64.6%
Senior Debt 91	2	Multifamily	South Carolina	14,635	14,621	12/16/2022	1/9/2027	1M SOFR Term + 4.25%	9.10%	68.1%
Senior Debt 92	3	Multifamily	Arizona	55,500	55,438	4/10/2023	4/9/2026	1M SOFR Term + 3.85%	8.70%	44.7%
Senior Debt 93	2	Hospitality	Florida	10,500	10,485	4/4/2023	4/9/2028	1M SOFR Term + 5.50%	10.35%	39.6%
Senior Debt 94	2	Hospitality	Various	120,000	119,706	2/9/2023	2/9/2028	1M SOFR Term + 4.90%	9.75%	53.6%
Senior Debt 95	2	Multifamily	Texas	14,750	14,716	6/28/2024	7/9/2029	1M SOFR Term + 2.80%	7.65%	71.5%
Senior Debt 96	3	Multifamily	District of Columbia	21,700	21,656	6/30/2023	7/9/2027	1M SOFR Term + 3.95%	8.80%	29.4%
Senior Debt 97	2	Manufactured Housing	Florida	23,657	23,572	7/28/2023	8/9/2028	1M SOFR Term + 4.25%	9.10%	43.2%
Senior Debt 98	2	Multifamily	New York	19,793	19,868	6/28/2023	7/9/2028	4.75%	4.75%	85.7%
Senior Debt 99	2	Multifamily	Texas	78,996	78,814	8/1/2023	8/9/2028	1M SOFR Term + 3.20%	8.05%	58.7%
Senior Debt 100	2	Hospitality	Florida	24,384	24,282	8/10/2023	8/9/2028	1M SOFR Term + 5.45%	10.30%	72.8%
Senior Debt 101	2	Office	Texas	8,903	8,251	3/27/2024	4/9/2026	1M SOFR Term + 9.38%	14.23%	38.3%
Senior Debt 102	2	Hospitality	Georgia	12,420	12,346	8/17/2023	9/9/2028	1M SOFR Term + 4.85%	9.70%	53.5%
Senior Debt 103	2	Industrial	South Carolina	6,341	5,991	3/21/2024	10/9/2027	1M SOFR Term + 4.75%	9.60%	—%
Senior Debt 104	2	Multifamily	Texas	38,750	38,640	10/18/2023	11/9/2026	1M SOFR Term + 4.50%	9.35%	62.4%
Senior Debt 105	2	Hospitality	Florida	31,300	31,130	10/17/2023	11/9/2028	1M SOFR Term + 4.25%	9.10%	48.9%
Senior Debt 106	2	Multifamily	Texas	42,750	42,629	10/17/2023	11/9/2026	1M SOFR Term + 3.85%	8.70%	61.4%
Senior Debt 107	2	Multifamily	Texas	17,963	17,847	10/12/2023	10/9/2028	1M SOFR Term + 3.20%	8.05%	55.1%

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Loan Type	Risk Rating (1)	Property Type	State	Par Value	Amortized Cost	Origination Date (2)	Fully Extended Maturity (3)	Interest Rate (4)(5)	Effective Yield (6)	Loan to Value (7)
Senior Debt 108	2	Multifamily	Texas	22,300	22,276	12/6/2023	12/9/2026	1M SOFR Term + 3.75%	8.60%	63.6%
Senior Debt 109	2	Hospitality	Tennessee	41,194	41,027	11/14/2023	12/9/2028	1M SOFR Term + 3.65%	8.50%	50.0%
Senior Debt 110	2	Multifamily	Texas	36,380	36,243	2/14/2024	2/9/2025	9.00%	9.00%	84.4%
Senior Debt 111	2	Hospitality	Colorado	28,512	28,225	2/5/2024	2/9/2029	1M SOFR Term + 4.50%	9.35%	41.6%
Senior Debt 112	2	Hospitality	Nevada	25,750	25,649	12/15/2023	1/9/2028	1M SOFR Term + 3.95%	8.80%	42.4%
Senior Debt 113	2	Industrial	California	3,704	3,146	3/19/2024	10/6/2026	13.00%	13.00%	8.6%
Senior Debt 114 (8)	2	Multifamily	Florida	—	—	2/12/2024	8/9/2028	1M SOFR Term + 5.50%	10.35%	—%
Senior Debt 115	2	Multifamily	Florida	50,750	50,572	2/9/2024	8/9/2026	1M SOFR Term + 3.75%	8.60%	56.7%
Senior Debt 116	2	Multifamily	Texas	79,015	78,649	2/16/2024	3/9/2029	1M SOFR Term + 3.65%	8.50%	53.3%
Senior Debt 117	2	Industrial	Various	123,900	123,412	4/5/2024	4/9/2028	1M SOFR Term + 3.15%	8.00%	63.8%
Senior Debt 118	2	Multifamily	Florida	67,000	66,755	2/29/2024	3/9/2029	1M SOFR Term + 3.25%	8.10%	58.7%
Senior Debt 119	2	Industrial	North Carolina	75,000	74,843	3/7/2024	3/9/2029	1M SOFR Term + 2.70%	7.55%	58.6%
Senior Debt 120	2	Multifamily	Texas	20,807	20,643	3/7/2024	3/9/2029	1M SOFR Term + 3.75%	8.60%	57.2%
Senior Debt 121	2	Multifamily	Texas	40,000	39,839	4/24/2024	5/9/2028	1M SOFR Term + 2.95%	7.80%	70.4%
Senior Debt 122	2	Multifamily	Ohio	44,148	43,941	4/29/2024	5/9/2029	1M SOFR Term + 2.90%	7.75%	72.2%
Senior Debt 123	2	Multifamily	Texas	16,921	16,792	4/30/2024	5/9/2029	1M SOFR Term + 3.75%	8.60%	55.8%
Senior Debt 124	2	Multifamily	California	40,000	39,831	5/24/2024	6/9/2028	1M SOFR Term + 2.77%	7.61%	60.9%
Senior Debt 125	2	Multifamily	Connecticut	116,500	116,075	5/10/2024	5/9/2029	1M SOFR Term + 2.50%	7.35%	50.7%
Senior Debt 126	2	Hospitality	Florida	49,950	49,727	5/9/2024	6/9/2029	1M SOFR Term + 4.50%	9.35%	62.8%
Senior Debt 127	2	Hospitality	Various	19,910	19,983	6/6/2024	6/9/2029	1M SOFR Term + 4.43%	9.28%	44.6%
Senior Debt 128	2	Multifamily	Florida	8,239	8,182	6/3/2024	6/9/2029	1M SOFR Term + 2.95%	7.80%	56.0%
Senior Debt 129	2	Multifamily	Texas	22,219	22,080	6/7/2024	6/9/2029	1M SOFR Term + 2.85%	7.70%	64.5%
Senior Debt 130	2	Multifamily	Texas	21,206	21,092	5/30/2024	6/9/2029	1M SOFR Term + 3.25%	8.10%	68.8%
Senior Debt 131	2	Multifamily	Indiana	17,781	17,702	6/28/2024	7/9/2028	1M SOFR Term + 3.05%	7.90%	68.2%
Senior Debt 132	2	Retail	Wisconsin	1,986	1,993	6/20/2024	7/9/2026	5.50%	5.50%	73.0%
Senior Debt 133	2	Multifamily	Texas	7,500	7,472	6/25/2024	7/9/2027	1M SOFR Term + 3.80%	8.65%	80.0%
Senior Debt 134	2	Hospitality	Oregon	7,050	6,993	6/28/2024	7/9/2028	1M SOFR Term + 4.50%	9.35%	53.1%
Senior Debt 135	2	Multifamily	New Jersey	3,109	2,668	7/1/2024	7/9/2029	1M SOFR Term + 5.50%	10.35%	10.3%
Senior Debt 136	2	Retail	Various	43,655	43,824	7/1/2024	8/9/2025	6.00%	6.00%	67.3%
Senior Debt 137	2	Multifamily	North Carolina	24,474	24,308	6/28/2024	7/9/2029	1M SOFR Term + 3.75%	8.60%	69.3%
Senior Debt 138	2	Industrial	California	13,240	13,170	7/11/2024	7/9/2029	1M SOFR Term + 4.25%	9.10%	61.9%
Senior Debt 139	2	Hospitality	Texas	17,000	17,076	7/25/2024	8/9/2027	8.50%	8.50%	90.0%
Senior Debt 140	2	Multifamily	North Carolina	16,640	16,556	9/16/2024	10/9/2027	1M SOFR Term + 2.75%	7.60%	78.1%
Senior Debt 141	2	Multifamily	Tennessee	21,420	21,358	9/18/2024	10/9/2029	1M SOFR Term + 3.10%	7.95%	59.4%
Senior Debt 142	2	Multifamily	Florida	4,976	4,805	7/30/2024	8/9/2027	1M SOFR Term + 8.30%	13.15%	31.3%
Senior Debt 143	2	Multifamily	Florida	37,430	37,324	9/6/2024	9/9/2028	1M SOFR Term + 2.75%	7.60%	71.0%
Senior Debt 144	2	Multifamily	Florida	68,445	68,243	9/6/2024	9/9/2028	1M SOFR Term + 2.75%	7.60%	72.7%
Senior Debt 145	2	Multifamily	Florida	21,219	21,145	9/6/2024	9/9/2028	1M SOFR Term + 2.75%	7.60%	71.3%
Senior Debt 146	2	Multifamily	New York	10,306	10,205	8/7/2024	8/9/2029	1M SOFR Term + 5.25%	10.10%	53.6%
Senior Debt 147	2	Hospitality	Texas	14,130	14,064	8/9/2024	8/9/2028	1M SOFR Term + 4.00%	9.00%	63.7%
Senior Debt 148	3	Hospitality	Illinois	16,426	16,426	12/4/2017	10/6/2025	5.99%	5.99%	52.9%
Mezzanine Loan 1	2	Mixed Use	New York	1,000	1,000	3/7/2022	3/9/2026	1M SOFR Term + 11.00%	15.85%	68.5%
Mezzanine Loan 2	2	Hospitality	New York	1,350	1,347	11/8/2022	11/9/2027	1M SOFR Term + 9.25%	14.10%	64.6%
Mezzanine Loan 3	2	Hospitality	Texas	7,900	7,883	1/31/2023	11/9/2027	1M SOFR Term + 10.00%	14.85%	6.2%
Mezzanine Loan 4	3	Multifamily	District of Columbia	11,700	11,676	6/30/2023	7/9/2027	1M SOFR Term + 3.95%	8.80%	45.2%
Mezzanine Loan 5	2	Multifamily	California	4,000	3,983	5/24/2024	6/9/2028	1M SOFR Term + 3.67%	8.52%	60.9%
Mezzanine Loan 6 (8)	2	Multifamily	New Jersey	—	—	7/1/2024	7/9/2029	1M SOFR Term + 17.00%	16.75%	10.3%
Mezzanine Loan 7	2	Multifamily	Florida	3,883	3,804	7/30/2024	8/9/2028	1M SOFR Term + 11.00%	15.85%	—%
Mezzanine Loan 8	2	Industrial	California	2,180	2,170	7/11/2024	7/9/2029	15.00%	15.00%	72.1%
Mezzanine Loan 9	2	Multifamily	New York	1,153	1,141	8/7/2024	8/9/2029	1M SOFR Term + 12.75%	17.60%	59.6%
Total/Weighted Average				$5,165,427	$5,154,109				8.46%	64.0%

________________________

(1) For a discussion of risk ratings, see Note 3 - Commercial Mortgage Loans in our Consolidated Financial Statements included in this Form 10-Q.

(2) Date loan was originated or acquired by us. The origination or acquisition date is not updated for subsequent loan modifications.

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(3) Fully extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.

(4) Our floating rate loan agreements generally contain the contractual obligation for the borrower to maintain an interest rate cap to protect against rising interest rates. In a simple interest rate cap, the borrower pays a premium for a notional principal amount based on a capped interest rate (the “cap rate”). When the floating rate exceeds the cap rate, the borrower receives a payment from the cap counterparty equal to the difference between the floating rate and the cap rate on the same notional principal amount for a specified period of time. When interest rates rise, the value of an interest rate cap will increase, thereby reducing the borrower's exposure to rising interest rates.

(5) As of September 30, 2024, all of our commercial mortgage loans, held for investment which had been indexed at LIBOR have been converted from LIBOR to compounded SOFR, plus a benchmark adjustment of 11.448 basis points, and the applicable spreads remain unchanged. The loans which have the SOFR adjustment are indicated with "Adj. 1M SOFR Term."

(6) Effective yield is calculated as the spread of the loan plus the greater of the applicable index or index floor.

(7) Loan-to-value percentage ("LTV") represents the ratio of the loan amount to the appraised value of the property at the time of origination. However, for predevelopment construction loans at origination, LTV is not applicable and is therefore nil.

(8) Commitment on the loan was unfunded as of September 30, 2024.

The following table shows selected data from our real estate owned, held for investment assets in our portfolio as of September 30, 2024 (dollars in thousands):


Type	Acquisition Date	Primary Location	Property Type	Real Estate Owned, Net		Intangible Lease Asset, Net		Total
Real Estate Owned 1	September 2021	Jeffersonville, GA	Industrial	$	83,718	$	40,554	$	124,272
Real Estate Owned 2	August 2023	Portland, OR	Office	18,492		—		18,492
Real Estate Owned 3	October 2023	Lubbock, TX	Multifamily	11,638		—		11,638
Total				$	113,848	$	40,554	$	154,402

The following table shows selected data from our real estate owned, held for sale assets in our portfolio as of September 30, 2024 (dollars in thousands):


Type	Acquisition Date	Primary Location(s)	Property Type	Assets, Net		Liabilities, Net
Real Estate Owned, held for sale 1	Various	Various	Retail	$	18,674	$	1,805
Real Estate Owned, held for sale 2	Various	Various	Multifamily	267,843		2,559
Total				$	286,517	$	4,364

The following table shows selected data from our real estate securities, measured at fair value as of September 30, 2024 (dollars in thousands):


Type	Interest Rate	Maturity	Par Value		Fair Value		Effective Yield
CMBS bond 1	1 month SOFR + 2.78%	8/19/2035	$	20,000	$	20,022	7.63%
CMBS bond 2	1 month SOFR + 2.90%	10/19/2039	28,340		28,485		7.74%
CMBS bond 3	1 month SOFR + 3.20%	5/25/2038	43,333		43,382		8.04%
CMBS bond 4	1 month SOFR + 2.36%	4/16/2028	44,995		45,138		7.21%
CMBS bond 5	1 month SOFR + 2.27%	9/19/2038	29,676		29,764		7.12%
CMBS bond 6	1 month SOFR + 3.11%	9/19/2038	12,000		12,050		7.95%
CMBS bond 7	1 month SOFR + 1.36%	11/15/2036	15,887		15,641		6.21%
CMBS bond 8	1 month SOFR + 1.64%	4/15/2029	5,000		4,981		6.49%
CMBS bond 9	1 month SOFR + 2.99%	8/15/2039	3,800		3,794		7.84%
CMBS bond 10	1 month SOFR + 2.84%	8/15/2029	7,397		7,399		7.69%
Total/Weighted Average			$	210,428	$	210,656	7.46%

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Results of Operations

The Company conducts its business through the following segments:

• The real estate owned business represents real estate acquired by the Company through foreclosure, deed in lieu of foreclosure, or purchase.

Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

Net Interest Income

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt, real estate securities and TRS segments.

The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the three months ended September 30, 2024 and 2023 (dollars in thousands):


	Three Months Ended
	September 30, 2024							September 30, 2023
	Average Carrying Value (1)			Interest Income/Expense (2)(3)		WA Yield/Financing Cost (4)(5)		Average Carrying Value (1)			Interest Income/Expense (2)(3)		WA Yield/Financing Cost (4)(5)
Interest-earning assets:
Real estate debt	$	5,296,465		$	127,550	9.6	%	$	4,770,339		$	131,093	11.0	%
Real estate conduit	44,073			1,761		16.0	%	9,859			109		4.4	%
Real estate securities	218,223			4,432		8.1	%	277,664			4,908		7.1	%

Total	$	5,558,761		$	133,743	9.6	%	$	5,057,862		$	136,110	10.8	%
Interest-bearing liabilities:
Repurchase agreements - commercial mortgage loans	$	767,481		$	16,767	8.7	%	$	711,560		$	16,868	9.5	%
Other financing and loan participation - commercial mortgage loans	12,865			197		6.1	%	61,125			1,444		9.4	%
Repurchase agreements - real estate securities	247,022			3,901		6.3	%	223,199			3,151		5.6	%
Collateralized loan obligations	3,418,656			67,122		7.9	%	2,974,039			54,608		7.3	%
Unsecured debt	81,358			1,897		9.3	%	81,258			1,902		9.4	%
Total	$	4,527,382		$	89,884	7.9	%	$	4,051,181		$	77,973	7.7	%
Net interest income/spread				$	43,859	1.7	%				$	58,137	3.1	%
Average leverage % (6)	81.4		%					80.1		%
Weighted average levered yield (7)						17.0	%						23.1	%

________________________

(1) Based on amortized cost for real estate debt and real estate securities and principal amount for interest-bearing liabilities. Amounts are calculated based on daily averages for the three months ended September 30, 2024 and 2023, respectively.

(2) Includes the effect of amortization of premium or accretion of discount and deferred fees.

(3) Excludes other income on the real estate owned business segment.

(4) Calculated as interest income or expense divided by average carrying value.

(5) Annualized.

(6) Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.

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(7) Calculated by dividing net interest income/spread by the average interest-earning assets less average interest-bearing liabilities.

Interest Income

Interest income for the three months ended September 30, 2024 and 2023 totaled $134.1 million and $137.0 million, respectively, a decrease of $2.9 million. This decrease was primarily due to an increase in non-performing loans, which averaged $189.8 million in principal during the three months ended September 30, 2024 partially offset by an increase in the average carrying value of our real estate debt. As of September 30, 2024, our portfolio consisted of (i) 157 commercial mortgage loans, held for investment and (ii) ten real estate securities, available for sale, measured at fair value. As of September 30, 2023, our portfolio consisted of (i) 145 commercial mortgage loans, held for investment, (ii) one commercial mortgage loan, held for sale, measured at fair value and (iii) six real estate securities, available for sale, measured at fair value and (iv) ARMs (as defined below).

Interest Expense

Interest expense for the three months ended September 30, 2024 and 2023 totaled $89.9 million and $78.0 million, respectively, an increase of $11.9 million. The increase was primarily due to an increase of $444.6 million in the average carrying balance of our collateralized loan obligations coupled with an increase in deferred fee amortization due to the utilization of expected duration of our CLOs compared to contractual duration.

Revenue from Real Estate Owned

For the three months ended September 30, 2024 and 2023, revenue from real estate owned was $5.4 million and $3.3 million, respectively. The $2.1 million increase was primarily the result of rental income from obtaining possession of additional multifamily properties brought on as real estate owned for the three months ended September 30, 2024.

(Provision)/Benefit for Credit losses

Benefit for credit losses was $0.3 million during the three months ended September 30, 2024 compared to a provision of $2.4 million during the three months ended September 30, 2023.

For the three months ended September 30, 2024, general benefit for credit losses was $0.8 million compared to a general provision of $2.8 million for the three months ended September 30, 2023. General benefit for the three months ended September 30, 2024 was attributable to the portfolio turnover of older vintage loans with new originated loans. For the three months ended September 30, 2023, the increase in general reserve was attributable to a more pessimistic view of the macroeconomic scenario utilized for the CECL model compared to preceding periods.

For the three months ended September 30, 2024, specific provision for credit losses was $0.5 million compared to a specific benefit of $0.4 million for the three months ended September 30, 2023. For the three months ended September 30, 2024, the increase in specific reserve was primarily related to foreclosures on multifamily properties located in Oklahoma and North Carolina. For the three months ended September 30, 2023, the increase in specific benefit was related to recoveries recorded due to a deed-in-lieu of foreclosure of an office property located in Oregon.

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Realized Gain/(Loss) on Extinguishment of Debt

The Company did not realize a gain or loss on extinguishment of debt for the three months ended September 30, 2024. Realized loss on extinguishment of debt for the three months ended September 30, 2023 was $2.8 million related to the redemption of the BSPRT 2019-FL5 CLO.

Realized Gain/(Loss) on Real Estate Securities, Available for Sale

Realized gain on real estate securities, available for sale for the three months ended September 30, 2024 of $0.1 million was related to the sale of two CMBS bonds. Realized loss on real estate securities, available for sale for the three months ended September 30, 2023 of $0.5 million was primarily related to the sale of six CMBS bonds.

Realized Gain/(Loss) on Commercial Mortgage Loans, Held for Sale, Measured at Fair Value

Realized gain on commercial mortgage loans, held for sale, measured at fair value for the three months ended September 30, 2024 of $6.2 million was related to the sale of $131.6 million in principal amount of commercial real estate loans into the CMBS securitization market resulting in proceeds of $137.8 million. Realized gain on commercial mortgage loans, held for sale, measured at fair value for the three months ended September 30, 2023 of $0.9 million was related to $34.3 million sales of commercial real estate loans into the CMBS securitization market resulting in proceeds of $35.2 million.

Unrealized Gain/(Loss) on Commercial Mortgage Loans, Held for Sale, Measured at Fair Value

Unrealized loss on commercial mortgage loans, held for sale, measured at fair value, for the three months ended September 30, 2024 was $0.6 million which is attributable to the reversal of previous unrealized gains due to sales into the CMBS securitization market. The Company did not have an unrealized gain or loss on commercial mortgage loans, held for sale, measured at fair value, for the three months ended September 30, 2023.

Gain/(Loss) on Other Real Estate Investments

Loss on other real estate investments for the three months ended September 30, 2024 was $2.2 million primarily due to write offs related to the Walgreens Portfolio coupled with the onboarding of real estate owned, held for sale, multifamily properties. This is compared to a loss of $4.1 million for the three months ended September 30, 2023 that was primarily due to an impairment on the Walgreens Portfolio.

Trading Gain/(Loss)

The Company did not hold any trading securities as of September 30, 2024. Trading loss for the three months ended September 30, 2023 of $2.6 million was attributable to principal paydowns, and changes in market values on our former portfolio of adjustable-rate mortgage pass-through securities ("ARM Agency Securities" or "ARMs") issued and guaranteed by government-sponsored enterprises or by an agency of the federal government.

Net Result from Derivative Transactions

Net result from derivative transactions for the three months ended September 30, 2024 of a $1.3 million loss was composed of a realized loss of $1.6 million primarily related to the termination and settlement of credit default swaps and treasury note futures partially offset by an unrealized gain of $0.3 million. This is compared to a net loss on our derivative portfolio of $0.1 million composed of a realized gain of $0.1 million primarily due to the termination and settlement of our interest rate swap positions offset by an unrealized loss of $0.2 million for three months ended September 30, 2023.

(Provision)/Benefit for Income Tax

Provision for income tax for the three months ended September 30, 2024 was $0.2 million compared to a benefit of $1.8 million for the three months ended September 30, 2023. The difference is related to changes in taxable income/loss in our TRS segment.

Net (Income)/Loss Attributable to Non-controlling Interest

Net loss attributable to non-controlling interest in our consolidated joint ventures for the three months ended September 30, 2024 and 2023 was $1.4 million and $0.8 million, respectively.

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Expenses from operations

Expenses from operations for the three months ended September 30, 2024 and 2023 consisted of the following (dollars in thousands):


	Three Months Ended
	September 30, 2024		September 30, 2023
Asset management and subordinated performance fee	$	4,906	$	7,908
Acquisition expenses	255		316
Administrative services expenses	3,801		3,566
Professional fees	3,588		4,153
Share-based compensation	2,134		1,255

Depreciation and amortization	1,387		1,513
Other expenses	5,709		2,856
Total expenses from operations	$	21,780	$	21,567

The increase in operating expenses was primarily related to (i) an increase in other expenses for REO related expenses partially offset by (ii) a decrease in incentive fees due to the decrease in projected income for the remainder of 2024 as the market adjusts for interest rate decreases.

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt, real estate securities and TRS segments.

The following table presents the average balance of interest-earning assets less related interest-bearing liabilities, associated interest income and expense and corresponding yield earned and incurred for the nine months ended September 30, 2024 and 2023 (dollars in thousands):


	Nine Months Ended
	September 30, 2024							September 30, 2023
	Average Carrying Value (1)			Interest Income/Expense (2)(3)		WA Yield/Financing Cost (4)(5)		Average Carrying Value (1)			Interest Income/Expense (2)(3)		WA Yield/Financing Cost (4)(5)
Interest-earning assets:
Real estate debt	$	5,227,776		$	379,321	9.7	%	$	5,053,900		$	404,300	10.7	%
Real estate conduit	45,257			4,862		14.3	%	18,289			1,179		8.6	%
Real estate securities	220,401			13,390		8.1	%	283,598			12,488		5.9	%
Total	$	5,493,434		$	397,573	9.6	%	$	5,355,787		$	417,967	10.4	%
Interest-bearing liabilities:
Repurchase agreements - commercial mortgage loans	$	550,707		$	36,876	8.9	%	$	683,982		$	46,471	9.1	%
Other financing and loan participation - commercial mortgage loans	17,501			771		5.9	%	70,798			4,822		9.1	%
Repurchase agreements - real estate securities	215,072			10,109		6.3	%	255,671			10,140		5.3	%
Collateralized loan obligations	3,501,588			204,505		7.8	%	3,050,011			157,107		6.9	%
Unsecured debt	81,333			5,681		9.3	%	87,056			5,807		8.9	%
Total	$	4,366,201		$	257,942	7.9	%	$	4,147,518		$	224,347	7.2	%
Net interest income/spread				$	139,631	1.7	%				$	193,620	3.2	%
Average leverage % (6)	79.5		%					77.4		%
Weighted average levered yield (7)						16.5	%						21.4	%

(1) Based on amortized cost for real estate debt and real estate securities and principal amount for interest-bearing liabilities. Amounts are calculated based on daily averages for the nine months ended September 30, 2024 and 2023, respectively.

(2) Includes the effect of amortization of premium or accretion of discount and deferred fees.

(3) Excludes other income on the real estate owned business segment.

(4) Calculated as interest income or expense divided by average carrying value.

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(5) Annualized.

(6) Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.

(7) Calculated by dividing net interest income/spread by the average interest-earning assets less average interest-bearing liabilities.

Interest Income

Interest income for the nine months ended September 30, 2024 and 2023 totaled $398.3 million and $420.5 million, respectively, a decrease of $22.2 million. The decrease was primarily due to the recognition of $20.4 million of interest income in the sale of a Brooklyn hotel asset in the second quarter of 2023 coupled with loans placed on non-performing status, which averaged $231.6 million in principal during the nine months ended September 30, 2024. As of September 30, 2024, our portfolio consisted of (i) 157 commercial mortgage loans, held for investment and (ii) ten real estate securities, available for sale, measured at fair value. As of September 30, 2023, our portfolio consisted of (i) 145 commercial mortgage loans, held for investment, (ii) one commercial mortgage loan, held for sale, measured at fair value and (iii) six real estate securities, available for sale, measured at fair value.

Interest Expense

Interest expense for the nine months ended September 30, 2024 and 2023 was $257.9 million and $224.3 million, respectively, an increase of $33.6 million. The increase was primarily due to an increase of $451.6 million in the average carrying value of our collateralized loan obligations coupled with an increase in deferred fee amortization due to the utilization of expected duration of our CLOs compared to contractual duration.

Revenue from Real Estate Owned

For the nine months ended September 30, 2024 and 2023, revenue from real estate owned was $14.2 million and $13.1 million, respectively. The $1.1 million increase was primarily the result of rental income from obtaining possession of additional multifamily properties brought on as real estate owned for the nine months ended September 30, 2024.

Provision/(Benefit) for Credit losses

Provision for credit losses was $34.8 million during the nine months ended September 30, 2024 compared to a provision of $28.4 million during the nine months ended September 30, 2023.

For the nine months ended September 30, 2024 and 2023, general provision for credit losses was $1.3 million and $16.0 million, respectively. General provision for the nine months ended September 30, 2024 was attributable to the portfolio turnover of older vintage loans with new originated loans. For the nine months ended September 30, 2023, the increase in general reserve was attributable to a more pessimistic view of the macroeconomic scenario utilized for the CECL model compared to preceding periods.

For the nine months ended September 30, 2024, the primary increase in specific reserve of $33.5 million was related to two non-performing loans collateralized by office properties coupled with foreclosures on non-performing loans collateralized by multifamily properties located in Oklahoma and North Carolina. For the nine months ended September 30, 2023, the increase in specific reserve of $12.4 million was primarily related to one office loan located in Oregon coupled with higher capitalization rates on the assumed fair value of the properties in the Walgreens Portfolio.

Realized Gain/(Loss) on Extinguishment of Debt

The Company did not realize a gain or loss on extinguishment of debt for the nine months ended September 30, 2024. Realized gain on extinguishment of debt for the nine months ended September 30, 2023 of $2.2 million was primarily related to the redemption of $17.5 million par value unsecured debt at a price equal to 75% par coupled with the repurchase of the Class E notes in our BSPRT 2021-FL7 CLO and $8.3 million of bonds of BSPRT 2019-FL5 partially offset by the redemption of BSPRT 2019-FL5.

Realized Gain/(Loss) on Real Estate Securities, Available for Sale

Realized gain on real estate securities, available for sale for the nine months ended September 30, 2024 was $0.1 million related to the sale of six CMBS bonds. Realized gain on real estate securities, available for sale was $0.1 million for the nine months ended September 30, 2023 related to the sale of 10 CMBS bonds.

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Realized Gain/(Loss) on Commercial Mortgage Loans, Held for Sale, Measured at Fair Value

Realized gain on commercial mortgage loans, held for sale, measured at fair value for the nine months ended September 30, 2024 of $13.1 million was related to the sale of $271.2 million in principal amount of commercial real estate loans into the CMBS securitization market resulting in proceeds of $284.3 million. Realized gain on commercial mortgage loans, held for sale, measured at fair value for the nine months ended September 30, 2023 of $3.0 million was related to the sale of $91.9 million in principal amount of commercial real estate loans into the CMBS securitization market resulting in proceeds of $94.9 million.

Unrealized Gain/(Loss) on Commercial Mortgage Loans, Held for Sale, Measured at Fair Value

The Company did not have any commercial mortgage loans, held for sale, measured at fair value held in an unrealized gain or loss position as of September 30, 2024. For the nine months ended September 30, 2023 unrealized gain on commercial mortgage loans, held for sale, measured at fair value was $44.0 thousand primarily related to the reversal of unrealized gain/loss on sales of commercial real estate loans into the CMBS securitization market.

Gain/(Loss) on Other Real Estate Investments

Loss on other real estate investments for the nine months ended September 30, 2024 was $8.4 million primarily due to sales and write offs related to the Walgreens properties coupled with the onboarding of real estate owned, held for sale multifamily properties. This is compared to a loss of $7.1 million for the nine months ended September 30, 2023 related to a sale of one real estate owned, held for sale property located in New Rochelle, NY resulting in a loss of $1.2 million in addition to impairments of our real estate owned, held for sale assets of $1.9 million related to the St. Louis, MO office property and $4.0 million related to the Walgreens Portfolio.

Trading Gain/(Loss)

The Company did not hold any trading securities as of September 30, 2024. Trading loss for the nine months ended September 30, 2023 of $0.6 million was attributable to principal paydowns, changes in market values and gains on sales of ARM Agency Securities.

Net Result from Derivative Transactions

Net result from derivative transactions for the nine months ended September 30, 2024 was composed of a realized loss of $1.3 million primarily related to the termination and settlement of credit default swaps and treasury note futures. This is compared to a net gain on our derivative portfolio of $0.6 million composed of a realized gain of $0.7 million primarily due to the termination and settlement of interest rate swap positions coupled with an unrealized loss of $0.1 million for the nine months ended September 30, 2023.

(Provision)/Benefit for Income Tax

Provision for income tax for the nine months ended September 30, 2024 was $0.9 million compared to a benefit of $2.4 million for the nine months ended September 30, 2023. The difference is related to changes in taxable income/loss in our TRS segment.

Net (Income)/Loss Attributable to Non-controlling Interest

Net loss attributable to non-controlling interest in our consolidated joint ventures for the nine months ended September 30, 2024 amounted to $3.1 million compared to a net loss attributable to non-controlling interest of $0.7 million for the nine months ended September 30, 2023.

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Expenses from Operations

Expenses from operations for the nine months ended September 30, 2024 and 2023 consisted of the following (dollars in thousands):


	Nine Months Ended
	September 30, 2024		September 30, 2023
Asset management and subordinated performance fee	$	19,023	$	24,893
Acquisition expenses	688		977
Administrative services expenses	7,365		10,993
Professional fees	11,536		11,761
Share-based compensation	6,020		3,505
Depreciation and amortization	4,221		5,514
Other expenses	11,274		9,323
Total expenses from operations	$	60,127	$	66,966

The decrease in operating expense was primarily related to (i) a decrease in incentive fees due to the decrease in net income primarily related to the provision for specific credit losses recognized during the nine months ended September 30, 2024 and (ii) a decrease in administrative service expenses due to less time spent on asset workout during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 partially offset by (iii) an increase in share-based compensation due to equity awards issued under the Company's 2021 Incentive Plan during the nine months ended September 30, 2024.

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Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended June 30, 2024

Net Interest Income

Net interest income is generated on our interest-earning assets less related interest-bearing liabilities and is recorded as part of our real estate debt, real estate securities and TRS segments.


	Three Months Ended
	September 30, 2024							June 30, 2024
	Average Carrying Value (1)			Interest Income/Expense (2)(3)		WA Yield/Financing Cost (4)(5)		Average Carrying Value (1)			Interest Income/Expense (2)(3)		WA Yield/Financing Cost (4)(5)
Interest-earning assets:
Real estate debt	$	5,296,465		$	127,550	9.6	%	$	5,359,520		$	128,007	9.6	%
Real estate conduit	44,073			1,761		16.0	%	42,344			1,155		10.9	%
Real estate securities	218,223			4,432		8.1	%	217,504			4,357		8.0	%
Total	$	5,558,761		$	133,743	9.6	%	$	5,619,368		$	133,519	9.5	%
Interest-bearing liabilities:
Repurchase Agreements - commercial mortgage loans	767,481			16,767		8.7	%	607,507			$	13,150	8.7	%
Other financing and loan participation - commercial mortgage loans	12,865			197		6.1	%	12,865			195		6.1	%
Repurchase Agreements - real estate securities	247,022			3,901		6.3	%	231,360			3,619		6.3	%
Collateralized loan obligations	3,418,656			67,122		7.9	%	3,495,398			67,888		7.8	%
Unsecured debt	81,358			1,897		9.3	%	81,333			1,888		9.3	%
Total	$	4,527,382		$	89,884	7.9	%	$	4,428,463		$	86,740	7.8	%
Net interest income/spread				$	43,859	1.7	%				$	46,779	1.7	%
Average leverage % (6)	81.4		%					78.8		%
Weighted average levered yield (7)						17.0	%						15.7	%

_________________________________________________

(2) Includes the effect of amortization of premium or accretion of discount and deferred fees.

(3) Excludes other income on the real estate owned business segment.

(4) Calculated as interest income or expense divided by average carrying value.

(5) Annualized.

(6) Calculated by dividing total average interest-bearing liabilities by total average interest-earning assets.

(7) Calculated by dividing net interest income/spread by the average interest-earning assets less average interest-bearing liabilities.

Interest Income

Interest income for the three months ended September 30, 2024 and June 30, 2024 totaled $134.1 million and $133.6 million, respectively, an increase of $0.5 million. Interest income was relatively flat between the periods. As of September 30, 2024, our portfolio consisted of (i) 157 commercial mortgage loans, held for investment and (ii) ten real estate securities, available for sale, measured at fair value. As of June 30, 2024, our portfolio consisted of (i) 153 commercial mortgage loans, held for investment, (ii) four commercial mortgage loan, held for sale, measured at fair value and (iii) nine real estate securities, available for sale, measured at fair value.

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Interest Expense

Interest expense for the three months ended September 30, 2024 and June 30, 2024 totaled $89.9 million and $86.7 million, respectively, an increase of $3.2 million. The increase was primarily due to an increase of $160.0 million in the average carrying value of repurchase agreements - commercial mortgage loans.

Revenue from Real Estate Owned

For the three months ended September 30, 2024 and June 30, 2024, revenue from real estate owned was $5.4 million and $4.1 million, respectively. The $1.3 million increase was primarily the result of rental income from obtaining possession of additional multifamily properties brought on as real estate owned for the three months ended September 30, 2024.

(Provision)/Benefit for Credit losses

Benefit for credit losses was $0.3 million during the three months ended September 30, 2024 compared to a provision of $32.2 million during the three months ended June 30, 2024.

For the three months ended September 30, 2024, general benefit for credit losses was $0.8 million compared to a general benefit for credit loss of $0.1 million for the three months ended June 30, 2024. General benefit for the three months ended September 30, 2024 was attributable to the portfolio turnover of older vintage loans with new originated loans.

For the three months ended September 30, 2024 and June 30, 2024, specific provision for credit losses was $0.5 million and $32.3 million, respectively. For the three months ended September 30, 2024, the specific provision was related to foreclosures on multifamily properties located in Oklahoma and North Carolina. For the three months ended June 30, 2024, $32.3 million was primarily related to two non-performing office loans secured by properties in Colorado and Georgia, both of which were placed on cost recovery status.

Realized Gain/(Loss) on Real Estate Securities, Available for Sale

Realized gain on real estate securities, available for sale for the three months ended September 30, 2024 of $0.1 million was related to the sale of two CMBS bonds. The Company did not realize a gain or loss on real estate securities, available for sale for the three months ended June 30, 2024.

Realized Gain/(Loss) on Commercial Mortgage Loans, Held for Sale, Measured at Fair Value

Realized gain on commercial mortgage loans, held for sale, measured at fair value for the three months ended September 30, 2024 of $6.2 million was related to the sale of $131.6 million in principal amount of commercial real estate loans into the CMBS securitization market resulting in proceeds of $137.8 million. Realized gain on commercial mortgage loans, held for sale, measured at fair value for the three months ended June 30, 2024 of $1.4 million was related to the sale of $38.9 million in principal amount of commercial real estate loans into the CMBS securitization market resulting in proceeds of $40.3 million.

Unrealized Gain/(Loss) on Commercial Mortgage Loans, Held for Sale, Measured at Fair Value

Unrealized loss on commercial mortgage loans, held for sale, measured at fair value, for the three months ended September 30, 2024 was $0.6 million which is attributable to the reversal of previous unrealized gains due to sales into the CMBS securitization market. Unrealized gain on commercial mortgage loans, held for sale, measured at fair value, for the three months ended June 30, 2024 was $0.2 million related to changes in market values.

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Gain/(Loss) on Other Real Estate Investments

Loss on other real estate investments for the three months ended September 30, 2024 was $2.2 million primarily due to write offs related to the Walgreens Portfolio coupled with the onboarding of real estate owned, held for sale multifamily properties. Loss on other real estate investments for the three months ended June 30, 2024 was $6.2 million primarily due to the same reasons.

Net Result from Derivative Transactions

Net result from derivative transactions for the three months ended September 30, 2024 of a $1.3 million loss was composed of a realized loss of $1.6 million primarily related to the termination and settlement of credit default swaps and treasury note futures partially offset by an unrealized gain of $0.3 million. Net result from derivative transactions for the three months ended June 30, 2024 of a $0.2 million loss composed of a realized gain of $22.0 thousand primarily due to the termination and settlement of credit default swaps and treasury note futures offset by an unrealized loss of $0.2 million.

(Provision)/Benefit for Income Tax

Provision for income tax for the three months ended September 30, 2024 was $0.2 million compared to a benefit of $0.1 million for the three months ended June 30, 2024. The difference is related to changes in taxable income/loss in our TRS segment.

Net (Income)/Loss Attributable to Non-controlling Interest

Net loss attributable to non-controlling interest in our consolidated joint ventures for the three months ended September 30, 2024 and June 30, 2024 was $1.4 million and $1.6 million, respectively.

Expenses from operations

Expenses from operations for the three months ended September 30, 2024 and June 30, 2024 consisted of the following (dollars in thousands):


	Three Months Ended
	September 30, 2024		June 30, 2024
Asset management and subordinated performance fee	$	4,906	$	6,252
Acquisition expenses	255		195
Administrative services expenses	3,801		704
Professional fees	3,588		3,864
Share-based compensation	2,134		2,087

Depreciation and amortization	1,387		1,417
Other expenses	5,709		3,202
Total expenses from operations	$	21,780	$	17,721

The increase in operating expense was primarily related to (i) an increase in administrative service expenses due to an increase in personnel time spent on securitizations and deal workout and (ii) an increase in REO operating expenses due to the onboarding of additional properties during the three months ended September 30, 2024 compared to three months ended June 30, 2024, offset by (iii) a decrease in incentive fees due to the decrease in projected income for the remainder of 2024 as the market adjusts for rate decreases.

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Liquidity and Capital Resources

Overview

Our expected material cash requirements over the next twelve months and thereafter are composed of (i) contractually obligated payments, including payments of principal and interest and contractually-obligated fundings on our loans; (ii) other essential expenditures, including operating and administrative expenses and dividends paid in accordance with REIT distribution requirements; and (iii) opportunistic investments, including new loans.

Our contractually obligated payments primarily consist of payment obligations under the debt financing arrangements which are set forth below, and included in “Contractual Obligations and Commitments.”

We may from time to time purchase or retire outstanding debt securities or repurchase or redeem our equity securities. Such purchases, if any, will depend on prevailing market conditions, liquidity requirements and other factors.

We closely monitor our liquidity position and believe that we have sufficient current liquidity and access to additional liquidity to meet our financial obligations for the next twelve months and beyond.

Debt-to-Equity Ratio and Total Leverage Ratio

The following table presents our debt-to-equity and total leverage ratios:

September 30, 2024

December 31, 2023

Net debt-to-equity ratio (1)

2.7x

2.3x

Total leverage ratio (2)

2.9x

2.5x

________________________

(1) Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, repurchase agreements - commercial mortgage loans, repurchase agreements - real estate securities, asset-specific financing arrangements, and unsecured debt, less cash and cash equivalents, to (ii) total equity and total redeemable convertible preferred stock, at period end . Recourse net debt-to-equity ratio was 0.1x and 0.2x as of September 30, 2024 and December 31, 2023, respectively.

(2) Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, repurchase agreements - commercial mortgage loans, repurchase agreements - real estate securities, asset-specific financing arrangements, and unsecured debt, to (ii) total equity and total redeemable convertible preferred stock, at period end. Recourse leverage ratio was 0.3x and 0.4x as of September 30, 2024 and December 31, 2023, respectively.

Sources of Liquidity

Our primary sources of liquidity include unrestricted cash, capacity in our collateralized loan obligations available for reinvestment, and financings available and in progress on financing lines.

Our current sources of near-term liquidity as of September 30, 2024 and December 31, 2023 are set forth in the following table (dollars in millions):


	September 30, 2024		December 31, 2023
Unrestricted cash	$	346	$	338
CLO reinvestment available (1)	138		55
Financings available & in progress (2)	645		1,131
Total	$	1,129	$	1,524

________________________

(1) See discussion below for further information on the Company's collateralized loan obligations.

(2) Represents cash available we can invest at a market advance rate utilizing our available capacity on financing lines.

We expect to use additional debt and equity financing as a source of capital. Our board of directors currently intends to operate at a leverage level of between one to three times book value of equity. However, our board of directors may change this target without shareholder approval. We anticipate that our debt and equity financing sources and our anticipated cash generated from operations will be adequate to fund our anticipated uses of capital.

We have an effective shelf registration statement for offerings of equity securities that is not limited on the amount of securities we may issue. We also have authorized an at-the-market sales program ("ATM") pursuant to which we may sell up to

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$200 million of shares of our common stock from time to time. We have not sold any shares of common stock under the ATM to date. We also may access liquidity through our dividend reinvestment and direct stock purchase plan ("DRIP").

In addition to our current mix of financing sources, we may also access additional forms of financings, including credit facilities, securitizations, public and private, secured and unsecured debt issuances by the Company or its subsidiaries, or through capital recycling initiatives whereby we sell certain assets in our portfolio and reinvest the proceeds in assets with more attractive risk-adjusted returns.

Collateralized Loan Obligations

As of September 30, 2024, the Company had $137.6 million of reinvestment capital available across all outstanding collateralized loan obligations. The following table shows the par value outstanding for each CLO and the respective reinvestment end dates (dollars in millions):

CLO Name

Debt Amount

Reinvestment End Date

2021-FL6 Issuer

401.84

Ended

2021-FL7 Issuer

610.51

Ended

2022-FL8 Issuer

895.11

Ended

2022-FL9 Issuer

618.09

Ended

2023-FL10 Issuer

717.24

04/08/25

2024-FL11 Issuer

886.18

10/08/27

Repurchase Agreements and Revolving Credit Facilities ("Repo and Revolving Credit Facilities")

The Repo and Revolving Credit Facilities are financing sources through which the Company may pledge one or more mortgage loans to the financing entity in exchange for funds at an advance rate that typically ranges between 60% to 75% of the principal amount of the mortgage loan being pledged.

We expect to use the advances from these Repo and Revolving Credit Facilities to finance the acquisition or origination of eligible loans, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participation interests therein.

The Repo and Revolving Credit Facilities generally provide that in the event of a decrease in the value of our collateral, the lenders can demand additional collateral. Should the value of our collateral decrease as a result of deteriorating credit quality, resulting margin calls may cause an adverse change in our liquidity position.

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The following tables summarize our Repo and Revolving Credit Facilities and our master repurchase agreements ("MRAs") for the nine months ended September 30, 2024, 2023, and 2022, respectively (dollars in thousands):


	As of September 30, 2024
	Amount Outstanding						Average Outstanding Balance
	Q1		Q2		Q3		Q1		Q2		Q3
Repurchase agreements and revolving credit facilities - commercial mortgage loans	$	412,556	$	762,437	183,761		$	382,313	$	671,561	$	799,861
Repurchase agreements, real estate securities	194,769		243,646		241,266		217,012		249,442		259,977

Total	$	607,325	$	1,006,083	$	425,027	$	599,325	$	921,003	$	1,059,838

	As of September 30, 2023
	Amount Outstanding						Average Outstanding Balance
	Q1		Q2		Q3		Q1		Q2		Q3
Repurchase agreements and revolving credit facilities - commercial mortgage loans	$	604,421	$	695,039	$	249,345	$	725,300	$	796,659	$	816,929
Repurchase agreements - real estate securities	107,934		176,993		240,010		217,389		209,025		349,878
Repurchase agreements - real estate securities, held as trading	121,000		113,000		—		149,387		117,159		57,242
Total	$	833,355	$	985,032	$	489,355	$	1,092,076	$	1,122,843	$	1,224,049

	As of September 30, 2022
	Amount Outstanding						Average Outstanding Balance
	Q1		Q2		Q3		Q1		Q2		Q3
Repurchase agreements and revolving credit facilities - commercial mortgage loans	$	522,890	$	832,034	$	699,408	$	813,144	$	834,337	$	709,679
Repurchase agreements - real estate securities	54,610		53,288		112,613		44,744		54,033		53,688
Repurchase agreements - real estate securities, held as trading	1,659,931		240,000		225,000		3,055,413		1,818,495		230,011
Total	$	2,237,431	$	1,125,322	$	1,037,021	$	3,913,301	$	2,706,865	$	993,378

The use of our warehouse lines is dependent upon a number of factors including but not limited to: origination volume, loan repayments and prepayments, our use of other financing sources such as collateralized loan obligations, our liquidity needs and types of loan assets and underlying collateral that we hold.

During the nine months ended September 30, 2024, the maximum average outstanding balance was $1.1 billion, of which $0.8 billion was related to repurchase agreements on our commercial mortgage loans and $0.3 billion for repurchase agreements on our real estate securities.

During the nine months ended September 30, 2023, the maximum average outstanding balance was $1.2 billion, of which $0.9 billion was related to repurchase agreements on our commercial mortgage loans and $0.3 billion for repurchase agreements on our real estate securities.

During the nine months ended September 30, 2022, the maximum average outstanding balance was $5.3 billion, of which $1.1 billion was related to repurchase agreements on our commercial mortgage loans and $4.2 billion for repurchase agreements on our real estate securities.

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Distributions

In order to maintain our election to qualify as a REIT, we must currently distribute, at a minimum, an amount equal to 90% of our taxable income, without regard to the deduction for distributions paid and excluding net capital gains. The Company must distribute 100% of its taxable income (including net capital gains) to avoid paying corporate U.S. federal income taxes.

Distributions on our common stock are payable when declared by our board of directors.

Dividends payable on each share of Series H convertible preferred stock ("Series H Preferred Stock") is generally equal to the quarterly dividend that would have been paid had such share of preferred stock been converted to a share of common stock, except to the extent common stock dividends have been reduced below certain specified levels. To the extent dividends on shares of preferred stock are not authorized and declared by our board of directors and paid by the Company monthly, the dividend amounts will accrue.

Holders of shares of the Company's 7.50% Series E Cumulative Redeemable Preferred Stock ("Series E Preferred Stock") are entitled to receive, when, as and if authorized by our board of directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 7.50% of the $25.00 per share liquidation preference per annum (equivalent to $1.875 per annum per share).

In September 2024, the Company's board of directors declared the following: (i) a third quarter 2024 dividend of $0.355 per share on the Company's common stock (equivalent to $1.42 per annum), (ii) a third quarter 2024 dividend of $106.216 per share on the Company’s Series H Preferred Stock, and (iii) a third quarter 2024 dividend of $0.46875 per share on the Company’s Series E Preferred Stock, all of which were paid in October 2024 to holders of record as of September 30, 2024.

Under the Company’s DRIP, the Company may elect to supply shares for reinvestment via newly issued shares of common stock or via shares of common stock purchased by the DRIP administrator on the open market. During the nine months ended September 30, 2024 and 2023, 0 and 768 shares were newly issued, and 125,350 and 169,354 shares of common stock were purchased, respectively, by the administrator under the dividend reinvestment component of the DRIP.

During the nine months ended September 30, 2024 and 2023, the Company paid an aggregate of $88.4 million and $87.8 million, respectively, of common stock distributions.

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Cash Flows

The following table sets forth changes in cash, cash equivalents and restricted cash for the nine months ended September 30, 2024 and 2023:


	For the Nine Months Ended September 30,
	2024		2023
Cash Flows From Operating Activities	$	112,322	$	141,462
Cash Flows From Investing Activities	(420,438)		554,809
Cash Flows From Financing Activities	318,302		(468,666)
Net Increase/(Decrease) in Cash, Cash Equivalents and Restricted Cash	$	10,186	$	227,605

Cash Flows from Operating Activities

During the nine months ended September 30, 2024, cash inflow of $112.3 million from operating activities were primarily driven by cash inflows from (i) net income of $62.2 million and (ii) net cash inflow of $13.1 million related to originations and sales of commercial mortgage loans, held for sale, measured at fair value and (iii) certain non-cash income.

During the nine months ended September 30, 2023, cash inflow of $141.5 million from operating activities were primarily driven by cash inflows from (i) net income of $114.5 million and (ii) net cash inflow of $1.6 million related to originations and sales of commercial mortgage loans, held for sale, measured at fair value and (iii) certain non-cash income.

Cash Flows from Investing Activities

During the nine months ended September 30, 2024, cash outflow of $420.4 million from investing activities were primarily driven by (i) the origination and purchase of $1.4 billion of commercial mortgage loans, held for investment and (ii) the purchase of real estate securities for $57.1 million. Outflows were partially offset by (i) proceeds from principal repayments of $834.7 million received on commercial mortgage loans, held for investment, (ii) proceeds received from the sale of real estate securities of $90.3 million, (iii) proceeds from the sale of real estate owned, held for sale assets of $110.1 million and (iv) proceeds from sale of commercial mortgage loans, held for investment of $26.0 million.

During the nine months ended September 30, 2023, cash inflow of $554.8 million from investing activities were primarily driven by (i) proceeds from principal repayments on commercial mortgage loans, held for investment of $921.5 million, (ii) proceeds from the sale of real estate securities of $404.6 million, (iii) principal collateral received on mortgage investments of $17.7 million, and (iv) proceeds from sale of other real estate investments of $39.8 million. Inflows were offset by (i) originations and purchases of $668.0 million of commercial mortgage loans, held for investment and (ii) $160.3 million for the purchase of real estate securities, available for sale.

Cash Flows from Financing Activities

During the nine months ended September 30, 2024, cash inflow of $318.3 million from financing activities were primarily driven by (i) net borrowings on collateralized loan obligations of $531.0 million and (ii) net borrowings on repurchase agreements for real estate securities of $67.2 million. Inflows were partially offset by (i) net repayments on repurchase agreements and revolving credit facilities for commercial mortgage loans of $115.9 million, (ii) repayments on our other financings of $23.7 million, (iii) $108.7 million of distributions paid to shareholders, (iv) distributions paid to noncontrolling interest of $16.2 million and (v) payments of deferred financing costs of $9.1 million.

During the nine months ended September 30, 2023, cash outflow of $468.7 million from financing activities were primarily driven by (i) net repayments from borrowings on repurchase agreements and revolving credit facilities for commercial mortgage loans of $431.5 million, (ii) net repayments on repurchase agreements for real estate securities of $200.0 million, (iii) repayments on unsecured debt of $13.4 million, (iv) net repayments on other financings of $52.6 million and (v) $108.1 million of distributions paid to shareholders. Outflows were partially offset by net borrowings on collateralized loan obligations of $357.6 million.

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Election as a REIT

We elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ended December 31, 2013. As a REIT, if we meet certain organizational and operational requirements and distribute at least 90% of our "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to our stockholders in a year, we will not be subject to U.S. federal income tax to the extent of the income that we distribute. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and U.S. federal income and excise taxes on our undistributed income.

Contractual Obligations and Commitments

Our contractual obligations, excluding interest obligations (as amounts are not fixed or determinable), as of September 30, 2024 are summarized as follows (dollars in thousands):


	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Unfunded loan commitments (1)	$	116,676	$	312,256	$	—	$	—	$	428,932
Repurchase agreements - commercial mortgage loans	66,539		117,222		—		—		183,761
Repurchase agreements - real estate securities	241,266		—		—		—		241,266
CLOs (2)	—		—		—		4,128,965		4,128,965
Mortgage Note Payable	—		23,998		—		—		23,998
Unsecured debt	—		—		—		81,370		81,370
Other financings	—		—		12,865		—		12,865
Total	$	424,481	$	453,476	$	12,865	$	4,210,335	$	5,101,157

________________________

(1) The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the loan maturity date.

(2) Excludes $532.4 million of CLO notes, held by the Company, which are eliminated within the Collateralized loan obligations line of the consolidated balance sheet as of September 30, 2024. This reflects the contractual CLO maturity dates.

In addition to its cash requirements, the Company pays a quarterly dividend and has an existing share repurchase authorization. As of September 30, 2024, the Company’s quarterly cash dividend was $0.355 p er share of common stock (which was paid on an as-converted basis on the Company’s shares of Series H Preferred Stock), and $0.46875 per share on the Company’s shares of Series E Preferred Stock. The payment of future dividends is subject to declaration by the board of directors. The Company’s board of directors also has authorized a $65.0 million share repurchase program, of whic h $31.1 million remained available as of September 30, 2024. The authorization does not obligate th e Company to acquire any specific number of shares. The Company did not repurchase any shares during the three months ended September 30, 2024.

Related Party Arrangements

Refer to “Note 11 - Related Party Transactions and Arrangements” for a summary of the Company’s related party arrangements.

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Non-GAAP Financial Measures

Distributable Earnings and Distributable Earnings to Common

Distributable Earnings is a non-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, and (vii) certain other non-cash items. Further, Distributable Earnings to Common, a non-GAAP measure, presents Distributable Earnings net of (i) perpetual preferred stock dividend payments and (ii) non-controlling interests in joint ventures.

As noted in (ii) 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 deemed non-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.

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The following table provides a reconciliation of GAAP net income to Distributable Earnings and Distributable Earnings to Common as of the three and nine months ended September 30, 2024 and 2023 (amounts in thousands, except share and per share data):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
GAAP Net Income (Loss)	$	30,173		$	30,995		$	62,235		$	114,478
Adjustments:
CLO amortization acceleration (1)	—			(1,294)			—			(3,959)
Unrealized (gain)/loss on financial instruments (2)	2,486			4,295			8,435			7,208
Unrealized (gain)/loss - ARMs	—			—			—			415
(Reversal of)/Provision for credit losses	(268)			2,379			34,790			28,363
Non-Cash Compensation Expense	2,134			1,256			6,020			3,506
Depreciation and amortization	1,387			1,513			4,221			5,514
Subordinated performance fee (3)	(3,438)			1,579			(6,150)			3,599
Realized (gain)/loss on debt extinguishment / CLO call	—			2,836			—			(2,201)
Realized Gain/(Loss) Adjustment on loans and REO (4)	(36,433)			(1,571)			(40,113)			(1,571)
Loan workout charges/(loan workout recoveries) (5)	—			—			—			(5,105)
Distributable Earnings	$	(3,959)		$	41,988		$	69,438		$	150,247
7.5% Series E Cumulative Redeemable Preferred Stock Dividend	(4,842)			(4,842)			(14,526)			(14,525)
Noncontrolling Interests in Joint Ventures Net (Income) / Loss	1,441			(276)			3,124			(326)
Noncontrolling Interests in Joint Ventures Adjusted Net (Income) / Loss DE Adjustments	(1,403)			772			(3,355)			(15)
Distributable Earnings to Common	$	(8,763)		$	37,642		$	54,681		$	135,381
Average Common Stock & Common Stock Equivalents (6)	1,349,076			1,402,370			1,370,048			1,406,481
GAAP Net Income/(Loss) ROE	7.9		%	7.7		%	4.9		%	7.1		%
Distributable Earnings ROE	(2.6)		%	10.7		%	5.3		%	9.6		%
GAAP Net Income/(Loss) Per Share, Diluted	$	0.30		$	0.30		$	0.53		$	1.14
GAAP Net Income/(Loss) Per Share, Fully Converted (7)	$	0.30		$	0.30		$	0.57		$	1.12
Distributable Earnings Per Share, Fully Converted (7)	$	(0.10)		$	0.43		$	0.62		$	1.53

________________________

(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 in the quarter.

(4) 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 September 30, 2024, the Company has $11.9 million of GAAP loss adjustments that would run through distributable earnings if and when cash losses are realized.

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(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 the first, second, and third quarters of 2022 amounting to $1.9 million, $3.0 million, and $0.2 million, respectively.

(6) Represents the average of all classes of equity except the Series E Preferred Stock.

(7) Fully Converted assumes conversion of our series of convertible preferred stock and full vesting of our outstanding equity compensation awards.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Credit Risk

Our investments are subject to a high degree of credit risk. Credit risk is the exposure to loss from loan defaults. Default rates are subject to a wide variety of factors, including, but not limited to, borrower financial condition, property performance, property management, supply/demand factors, construction trends, consumer behavior, regional economics, interest rates, the strength of the U.S. economy, and other factors beyond our control. All loans are subject to a certain probability of default. We manage credit risk through the underwriting process, acquiring our investments at the appropriate discount to face value, if any, and establishing loss assumptions. We also carefully monitor the performance of the loans, as well as external factors that may affect their value.

Capital Market Risk

We are exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt capital markets to inform our decisions on the amount, timing and terms of capital we raise.

Market uncertainty and volatility may cause fluctuation in market value of certain asset classes within our portfolio. We have and may continue to receive margin calls from our lenders as a result of the decline in the market value of the assets pledged by us to our lenders under our repurchase agreements and warehouse credit facilities, and if we fail to resolve such margin calls when due by payment of cash or delivery of additional collateral, the lenders may exercise remedies including demanding payment by us of our aggregate outstanding financing obligations and/or taking ownership of the loans or other assets securing the applicable obligations and liquidating them at inopportune prices.

Interest Rate Risk

Our market risk arises primarily from interest rate risk relating to interest rate fluctuations. Many factors including governmental monetary and tax policies, domestic and international economic and political considerations and other factors that are beyond our control contribute to interest rate risk. To meet our short and long-term liquidity requirements, we may borrow funds at fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes in earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. We do not have any foreign denominated investments, and thus, we are not exposed to foreign currency fluctuations.

As of September 30, 2024 and December 31, 2023, our portfolio included 144 and 141 variable rate investments, respectively, based on LIBOR and SOFR (or "indexing rates") for various terms. As of June 2023, the Company has fully transitioned all loans formerly on LIBOR indexing rates to SOFR indexing rates. Borrowings under our financing arrangements are based on SOFR. The following table quantifies the potential changes in interest income net of interest expense should interest rates increase by 50 basis points or decrease by 50 or 100 basis points, assuming that our current balance sheet was to remain constant, and no actions were taken to alter our existing interest rate sensitivity. The changes in the portfolio for each basis points increase/decrease is a change from the base scenario.

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	Estimated Percentage Change in Interest Income Net of Interest Expense
Change in Interest Rates	September 30, 2024		December 31, 2023
(-) 100 Basis Points	(2.44)	%	(6.15)	%
(-) 50 Basis Points	(1.58)	%	(3.03)	%
Base Interest Rate	—	%	—	%
(+) 50 Basis Points	1.72	%	3.01	%

Real Estate Risk

The market values of commercial mortgage assets are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; and demographic factors. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), management with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded, as of the end of such period, that our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in our reports that we file or submit under the Exchange Act.

Changes in Internal Control Over Financial Reporting

During the quarter ended September 30, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings.

Please refer to “Litigation and Regulatory Proceedings” in "Note 10 - Commitments and Contingencies" to the consolidated financial statements included in this report. The Company believes that those proceedings, individually or in the aggregate, will not have a material impact on the Company’s financial condition, operating results or cash flows.

Loan Fraud Lawsuit

The Company originated a loan in April 2022 secured by a portfolio of 24 properties net leased to Walgreens (the “Collateral Properties”). As described in more detail in Part I, Item 3, "Legal Proceedings" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, due to the sponsor’s fraud and default under the loan the Company foreclosed on all of the Collateral Properties in 2022 and 2023. The Company has sold some of the Collateral Properties, is marketing the others for sale and is actively pursuing its civil remedies. Note that the collectability, if any, of legal judgments we have achieved to date and that we may achieve in the future is not currently determinable.

Item 1A. Risk Factors.

Our potential risks and uncertainties are presented in the section entitled "Risk Factors" contained in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes from these risk factors.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company’s board of directors has authorized a $65 million share repurchase program that permits share repurchases at prices below the most recently reported book value per share as determined in accordance with GAAP. Purchases made under the Company’s program may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, as permitted by securities laws and other legal requirements. The timing, manner, price and amount of any purchases by the Company are determined by the Company in its reasonable business judgment and consistent with the exercise of its legal duties and are subject to economic and market conditions, stock price, applicable legal requirements and other factors. The Company's share repurchase program does not obligate the Company to acquire any particular amount of common stock. The Company’s share repurchase program will remain open until expiration or until the capital committed to the repurchase program has been exhausted, whichever is sooner. In October 2024, the Company's board of directors extended the term of the share repurchase program to December 31, 2025. Repurchases under the share repurchase program may be suspended from time to time at the Company’s discretion without prior notice.

The Company did not repurchase shares of common stock through its share repurchase program during the three months ended September 30, 2024. As of November 4, 2024, $31.1 million remains available under the Company’s share repurchase program.

Unregistered Sales of Equity Securities

None.

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

EXHIBITS INDEX

The following exhibits are included in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (and are numbered in accordance with Item 601 of Regulation S-K).


Exhibit No.						Description
10.1						Indenture, dated as of September 26, 2024, by and among BSPRT 2024-FL11 Issuer, LLC, Benefit Street Partners Realty Operating Partnership, L.P., as advancing agent, U.S. Bank Trust Company, National Association, as trustee and note administrator, and U.S. Bank National Association as custodian (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on September 27, 2024)
31.1 *						Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *						Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 *						Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 *						XBRL (eXtensible Business Reporting Language). The following materials from Benefit Street Partners Realty Trust, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

________________________

*Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Franklin BSP Realty Trust, Inc.
November 4, 2024	By	/s/ Richard J. Byrne
		Name: Richard J. Byrne
		Title: Chief Executive Officer
		(Principal Executive Officer)

November 4, 2024	By	/s/ Jerome S. Baglien
		Name: Jerome S. Baglien
		Title: Chief Financial Officer and Chief Operating Officer
		(Principal Financial and Accounting Officer)

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Part I. Item 1. Consolidated Financial Statements and Notes (unaudited)Note 1 - Organization and Business Operations Note 2 - Summary Of Significant Accounting Policies Note 3 - Commercial Mortgage Loans Note 4 - Real Estate Securities Note 5 - Real Estate Owned Note 6 - Leases Note 7 - Debt Note 8 - Earnings Per Share Note 9 - Redeemable Convertible Preferred Stock and Equity Transactions Note 10 - Commitments and Contingencies Note 11 - Related Party Transactions and Arrangements Note 12 - Fair Value Of Financial Instruments Note 13 - Derivative Instruments Note 14 - Offsetting Assets and Liabilities Note 15 - Segment Reporting Note 16 - Subsequent Events Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

31.1* Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a - 14(a) or 15(d) - 14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32* Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

FBRT 10-Q Quarter ended Sept. 30, 2024

Exhibits