Goldman Sachs Real Estate Finance Trust Inc.

03/24/2026 | Press release | Distributed by Public on 03/24/2026 14:28

Material Event (Form 8-K)

Item 8.01.

Other Events.

On March 13, 2026, Goldman Sachs Real Estate Finance Trust Inc (the "Company"), through GS REFT 2026-FL1Issuer, Ltd. (the "Issuer") and GS REFT 2026-FL1 Co-Issuer,LLC (the "Co-Issuer"and, together with the Issuer, the "Co-Issuers"),both indirect wholly-owned subsidiaries of the Company, priced a $1,050,000,000 commercial real estate collateralized loan obligation transaction (the "CLO Transaction"). The CLO Transaction is expected to close on or about March 31, 2026 (the "Closing Date").

The Offered Notes (as defined below) to be issued by the Co-Issuersin the CLO Transaction will be secured by a portfolio of collateral obligations consisting primarily of commercial and multifamily real estate mortgage loans and participation interests therein.

The CLO Transaction is expected to be executed through (i) a private placement of Class A Senior Secured Floating Rate Notes, Class A-SSecond Priority Secured Floating Rate Notes, Class B Third Priority Secured Floating Rate Notes, Class C Fourth Priority Secured Floating Rate Notes, Class D Fifth Priority Secured Floating Rate Notes and Class E Sixth Priority Secured Floating Rate Notes (collectively, the "Offered Notes") issued by the Co-Issuersand (ii) the acquisition by GS REFT CLO Retention Holder, LLC (the "Retention Holder"), an indirect wholly-owned subsidiary of the Company, of Class F Seventh Priority Floating Rate Notes (the "Class F Notes"), Class G Eighth Priority Floating Rate Notes (the "Class G Notes" and together with the Class F Notes and the Offered Notes, the "Notes") and preferred shares (the "Preferred Shares") issued by the Issuer, the terms of which are summarized in the table below:

Class of Notes

Approximate Initial

Principal Balance ($)

Expected Ratings*

(Fitch/Moody's)

Interest Rate

Class A Notes

619,500,000 AAAsf / Aaa(sf) Term SOFR + 1.50%

Class A-SNotes

120,750,000 AAAsf / NR Term SOFR + 1.65%

Class B Notes

73,500,000 AA-sf/ NR Term SOFR + 2.00%

Class C Notes

57,750,000 A-sf/ NR Term SOFR + 2.15%

Class D Notes

35,437,000 BBBsf / NR Term SOFR + 2.85%

Class E Notes

17,063,000 BBB-sf/ NR Term SOFR + 3.35%

Class F Notes

32,812,000 BB-sf/ NR Term SOFR + 4.50%

Class G Notes

21,000,000 B-sf/ NR Term SOFR + 5.50%

Preferred Shares

72,188,000 NR / NR N/A
*

Initial ratings expected to be issued on the Closing Date.

The Company, through the Retention Holder, is expected to acquire 100% of the Class F Notes, the Class G Notes and the Preferred Shares on the Closing Date and will be required to retain the Preferred Shares in accordance with the U.S. Credit Risk Retention Rules and the EU Securitization Laws and the UK Securitization Framework.

The Company expects that the Notes will mature on the payment date occurring in October 2043, unless otherwise redeemed or repaid earlier in accordance with the terms of the indenture to be executed on the Closing Date (the "Indenture") governing the Notes. The Company intends to use the proceeds from the CLO Transaction to, among other things, repay certain outstanding indebtedness of the Company under its repurchase agreements.

The Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from registration. This report is not a solicitation for or an offer to purchase the Notes. No assurances can be provided that the CLO Transaction will close on the terms disclosed or the timeline expected.

Goldman Sachs Real Estate Finance Trust Inc. published this content on March 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 24, 2026 at 20:29 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]