Franklin BSP Real Estate Debt, Inc. Sells 502,487 Shares in Private Offering

What Happened

• Franklin BSP Real Estate Debt, Inc. filed an 8‑K on September 4, 2026 reporting that, on September 1, 2026, it sold a total of 502,486.83 shares of its common stock in a continuous private offering. The sale was made under an exemption from registration (Section 4(a)(2) and Regulation D of the Securities Act).
• The offering raised aggregate consideration of $12,442,792 (net of included upfront selling commissions and placement fees noted below). The filing was signed by Jerome S. Baglien, CFO, COO and Treasurer.

Key Details

• Shares sold by class:
  • Class G Common Stock: 248,756.55 shares at $24.81 — $6,171,650
  • Class G-D Common Stock: 102,030.73 shares at $24.63 — $2,513,017
  • Class G-S Common Stock: 142,796.27 shares at $24.64 — $3,538,125
  • Class I Common Stock: 8,903.28 shares at $24.71 — $220,000
  • Total: 502,486.83 shares; aggregate consideration $12,442,792
• Upfront selling commissions and placement fees of $19,625 are included in the Class G‑S aggregate amount.
• Conversion terms: upon certain events (including liquidation, dissolution or listing on a national exchange) Class G, Class G‑D and Class G‑S shares automatically convert into Class I shares on a NAV‑equivalent basis. The company may also convert those G‑class shares into corresponding F‑class shares (Class F, F‑D, F‑S), subject to a 4.99% ownership cap in the aggregate F‑class shares after conversion.

Why It Matters

• This filing documents a capital raise via a private placement that increases the company’s cash/paid‑in capital by about $12.44 million (gross proceeds reported). That can affect the company’s ability to fund operations, investments or debt service.
• The automatic and optional conversion provisions mean these G‑class shares are structured to convert to income‑generating or exchange‑listed equivalents (Class I or F classes) under specified events, which affects future share composition and investor rights. The 4.99% cap on F‑class conversions limits any single holder’s post‑conversion stake in those classes.