Goldman Sachs Real Estate Finance Trust Inc.

05/07/2026 | Press release | Distributed by Public on 05/07/2026 13:39

Private Placement (Form 8-K)

Item 3.02

Unregistered Sales of Equity Securities

On May 1, 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

687,850.281 $ 17,182,500

Class S Common Stock

121,594.550 $ 3,063,710 (1)
(1)

Includes upfront selling commissions of $28,710.

*

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).

As previously disclosed, on October 4, 2024, the Company entered into a subscription agreement with GS Fund Holdings, L.L.C. ("GS Fund Holdings"), an affiliate of the Company's adviser, Goldman Sachs Asset Management, L.P., pursuant to which GS Fund Holdings, or an entity that is controlled by, controls or is under common control with GS Fund Holdings (collectively, "Goldman Sachs") agreed, from time to time, to purchase from the Company an aggregate amount of $100 million in non-voting common stock, at a price per share equal to the Company's most recently determined net asset value for the non-voting common stock (the "Goldman Sachs Investment"). On May 1, 2026, in connection with the Goldman Sachs Investment, the Company issued an aggregate of 1,001,201.442 of its shares of Class NV-1 common stock to Goldman Sachs at a price per share of $24.97 for an aggregate purchase price of $25.0 million. The offer and sale of the shares to Goldman Sachs was exempt from the registration provisions of the Securities Act by virtue of Section 4(a)(2).

Item 8.01

Other Events

Distributions

On or about May 10, 2026, the Company will pay distributions per share for each outstanding class of its common stock for the month of April 2026 in the net distribution amounts set forth below.

Class S Class I Class NV-1 Class NV-2 Class F-I Class F-II

$0.1486

$0.1660 $0.1660 $0.1599 $0.2148 $0.1889

The net distribution for each class of common stock consists of a regular gross distribution reduced by any class-specific accruals allocable to the class and is payable to stockholders of record as of the close of business on April 30, 2026 (the "Record Date"). As of the Record Date, the Company had no outstanding shares of Class T or Class D Common Stock. These distributions will be paid in cash or reinvested in the applicable class of common stock for stockholders participating in the Company's distribution reinvestment plan.

Loan Originations

Manhattan Multifamily

On April 17, 2026, the Company originated a $148.7 million floating rate, first mortgage loan collateralized by a 188-unit multifamily asset located in Manhattan, New York ("Manhattan Multifamily"). The mortgage loan is intended to refinance the existing debt on the property. The initial term of the loan is two years and provides for three one-year extension options, subject to the satisfaction of certain pre-defined conditions by the borrower. Monthly payments consist of interest only at a rate of one-month term Secured Overnight Financing Rate ("SOFR") plus 2.55%.

Phoenix Industrial

On April 30, 2026, the Company originated a $71.6 million floating rate, first mortgage loan collateralized by a 2025-vintage, two-building, 616,000 square foot industrial property located in Phoenix, Arizona ("Phoenix Industrial"). The mortgage loan is intended to refinance the existing debt on the property. The initial term of the loan is two years and provides for three one-year extension options, subject to the satisfaction of certain pre-defined conditions by the borrower. Monthly payments consist of interest only at a rate of one-month term SOFR plus 3.10%.

Goldman Sachs Real Estate Finance Trust Inc. published this content on May 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 07, 2026 at 19:39 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]