Goldman Sachs Real Estate Finance Trust Inc.

02/06/2026 | Press release | Distributed by Public on 02/06/2026 14:14

Private Placement, Amendments to Bylaws (Form 8-K)

Item 3.02

Unregistered Sales of Equity Securities

On February 2, 2026, Goldman Sachs Real Estate Finance Trust Inc (the "Company") sold unregistered shares of its common stock (the "Shares") pursuant to its ongoing private offering (the "Offering"). The offer and sale of the Shares was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Regulation D thereunder. The following table details the Shares sold:

Title of Securities*

Number of Shares Sold Aggregate Consideration
Class I Common Stock 155,157.557 $3,889,800
Class S Common Stock 264,525.136 $ 6,695,185 (1)
(1)

Includes upfront selling commissions of $66,185.

*

The Company views its different series of common stock as being part of a single class of common stock, as applicable. However, in order to mirror common industry terminology, the Company refers to these separate series of common stock as "classes."

The sale of the Shares in the Offering was made pursuant to subscription agreements entered into by the Company and the purchasers thereof. The Company relied, in part, upon representations from the purchasers in the subscription agreements that each purchaser was an accredited investor (as defined in Regulation D under the Securities Act).

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 4, 2026, the Company filed Articles of Amendment (the "Articles of Amendment") to its Third Articles of Amendment and Restatement (the "Charter") with the Maryland State Department of Assessments and Taxation (the "SDAT") to (i) increase the number of shares of capital stock that the Company has authority to issue to 2,220,000,000 and the number of shares of non-votingcommon stock, par value $0.01 per share, that the Company has authority to issue to 110,000,000, 10,000,000 shares of which are designated as Series NV-1and 100,000,000 shares of which are designated as Series NV-2(the "Class NV-2Common Stock") and (ii) to rename the issued and outstanding non-votingcommon stock of the Company as Series NV-1.Immediately following the filing of the Articles of Amendment, the Company filed with the SDAT Articles Supplementary (the "Articles Supplementary") to the Charter, pursuant to which the Company designated the terms of the 100,000,000 authorized but unissued shares of Class NV-2Common Stock.

The Company may convert the shares of Class NV-2Common Stock held in a stockholder's account into a number of shares of Class I Common Stock (including fractional shares) with an equivalent net asset value ("NAV") as such shares, provided that no such stockholder would own more than 4.99% of the aggregate Class I Common Stock, Class T Common Stock, Class D Common Stock and Class S Common Stock of the Company outstanding following such conversion. If not already converted into Class I Common Stock at the Company's option, each share of Class NV-2Common Stock held in a stockholder's account (including shares in such account purchased through the distribution reinvestment plan or received as stock dividend) will automatically and without any action on the part of the holder thereof convert into a number of shares of Class I Common Stock (including fractional shares) with an equivalent NAV as such share on the earliest of (i) a listing of shares of Class I Common Stock, (ii) the Company's merger or consolidation with or into another entity in which the Company is not the surviving entity or (iii) the sale or other disposition of all or substantially all of the Company's assets. Further, immediately before any liquidation, dissolution or winding up of the Company, each share of Class NV-2Common Stock will automatically convert into a number of shares of Class I Common Stock (including any fractional shares) with an equivalent NAV as such shares.

The summary of each of the Articles of Amendment and Articles Supplementary set forth above does not purport to be a complete summary and is qualified in its entirety by reference to the Articles of Amendment and Articles

Supplementary, respectively, copies of which are filed herewith and incorporated herein by reference. Except as described in this Current Report on Form 8-K,the Articles of Amendment and Articles Supplementary did not amend, alter or modify any other terms or provisions of the Charter.

Goldman Sachs Real Estate Finance Trust Inc. published this content on February 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 06, 2026 at 20:14 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]