Franklin BSP Real Estate Debt, Inc.: reports unregistered sale of 369,471.30 shares for $9,160,750

What happened

• Franklin BSP Real Estate Debt, Inc. reported in a Form 8-K filed Oct 5, 2026 that on Oct 1, 2026 it sold an aggregate of 369,471.30 shares of its Class G, Class G-S, Class E and Class I common stock in its continuous private offering for aggregate consideration of $9,160,750.

Key details

• Class G common stock: $24.77 per share, 280,985.06 shares, aggregate consideration $6,960,000.
• Class G-S common stock: $24.60 per share, 64,593.49 shares, aggregate consideration $1,610,750 (includes upfront selling commissions and placement fees of $21,750).
• Class E common stock: $24.91 per share, 4,014.45 shares, aggregate consideration $100,000.
• Class I common stock: $24.65 per share, 19,878.30 shares, aggregate consideration $490,000.
• The offer and sale were made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D.

Why it may matter

• This Item 3.02 reports unregistered sales of equity securities, which covers the sale of securities in transactions exempt from registration. The filing describes conversion terms: upon or immediately prior to certain events (including liquidation, dissolution or winding up of the company or listing on a national securities exchange), Class G, Class G-S and Class E shares will automatically convert into Class I shares with an equivalent net asset value; the company may also convert Class G into Class F shares and Class G-S into Class F-S shares subject to ownership limits (no stockholder would own more than 4.99% of the aggregate Class F, Class F-D and Class F-S outstanding after conversion for Class G conversions, and a similar 4.99% limit for Class G-S to Class F-S conversions). The filing does not show why the company sold the shares.