Goldman Sachs Real Estate Finance Trust Inc.

03/06/2026 | Press release | Distributed by Public on 03/06/2026 15:33

Private Placement (Form 8-K)

Item 3.02

Unregistered Sales of Equity Securities

On March 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

333,060.329 $ 8,336,500

Class S Common Stock

138,788.970 $ 3,508,515 (1)

Class NV-2Common Stock

1,398,322.014 $ 35,000,000

Class F-IICommon Stock

998,402.556 $ 25,000,000
(1)

Includes upfront selling commissions of $36,015.

*

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).

In addition, on March 2, 2026, the Company exchanged 626,569.903 shares of its Class I Common Stock for an equivalent number of shares of its Class NV-2Common Stock. The issuance of the shares of Class NV-2Common Stock was exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(9) of the Securities Act on the basis that the issuance of Class NV-2Common Stock constituted an exchange with existing holders of the Company's securities and no commission or other remuneration was paid or given directly or indirectly for soliciting such transaction.

Item 8.01

Other Events

Distributions

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

Class S Class I Class NV-1 Class F-I Class F-II
$ 0.1497 $ 0.1660 $ 0.1660 $ 0.2152 $ 0.1910

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 February 28, 2026 (the "Record Date"). As of the Record Date, the Company had no outstanding shares of Class T, Class D or Class NV-2Common 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

Denver Multifamily

On February 26, 2025, the Company originated a $81.0 million floating rate, first mortgage loan collateralized by a 302-unitmultifamily asset located in Denver, Colorado ("Denver 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-yearextension options, subject to the satisfaction of certain pre-definedconditions by the borrower. Monthly payments consist of interest only at a rate of one-monthterm SOFR plus 2.45%.

Raleigh Multifamily

On February 26, 2025, the Company originated a $47.2 million floating rate, first mortgage loan collateralized by a 344-unitmultifamily asset located in Raleigh, North Carolina ("Raleigh Multifamily"). The mortgage loan is intended to refinance the existing debt on the property. The initial term of the loan is three years and provides for two one-yearextension options, subject to the satisfaction of certain pre-definedconditions by the borrower. Monthly payments consist of interest only at a rate of one-monthterm SOFR plus 2.50%.

Goldman Sachs Real Estate Finance Trust Inc. published this content on March 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on March 06, 2026 at 21:33 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]