Stock-based Compensation

The Company does not have any employees. As of June 30, 2025, certain individuals employed by an affiliate of the Manager and certain members of the Company’s Board of Directors were compensated, in part, through the issuance of stock-based instruments.

The Company’s Board of Directors has adopted, and the Company’s stockholders have approved, the TPG RE Finance Trust, Inc. 2025 Equity Incentive Plan (the “2025 Incentive Plan”). As a result of the adoption of the 2025 Incentive Plan, no further awards will be granted under the TPG RE Finance Trust, Inc. Amended and Restated 2017 Equity Incentive Plan (as amended from time to time, the “2017 Incentive Plan” and, together with the 2025 Incentive Plan, the “Incentive Plans”).

The 2025 Incentive Plan provides for the grant of equity-based compensation awards to the Company’s, and its affiliates’, directors, officers, employees (if any) and consultants, and the members, officers, directors, employees and consultants of our Manager or its affiliates, as well as to our Manager and other entities that provide services to us and our affiliates and the employees of such entities. The 2025 Incentive Plan provides for the reservation of 6,732,067 shares of the Company's common stock, plus the number of shares that become available for delivery under the 2025 Incentive Plan with respect to Existing Awards (as defined below) in accordance with the share recycling provisions described below. If all or any portion of an award granted under the 2017 Incentive Plan that was outstanding as of May 20, 2025 (an “Existing Award”), expires or is cancelled, forfeited, exchanged, settled for cash or otherwise terminated without the actual delivery of shares, any shares subject to such Existing Award will again be available for new awards under the 2025 Equity Incentive Plan. Any shares withheld or surrendered in payment of any taxes relating to Existing Awards (other than options or stock appreciation rights) will be again available for new awards under the 2025 Incentive Plan.

The following table details the outstanding common stock awards and includes the numbers of shares granted and weighted average grant date fair value per share under the Incentive Plans:


	Common Stock	Weighted Average Grant Date Fair Value per Share








Balance as of December 31, 2024	2,377,123	$	7.98
Granted	10,403	7.06
Vested	(854,456)	8.24
Forfeited	(62,690)	7.77
Balance as of June 30, 2025	1,470,380	$	7.76

Generally, common shares vest over a four-year period pursuant to the terms of the award and the applicable Incentive Plan with the exception of deferred stock units granted to certain members of the Company's Board of Directors that are vested upon issuance.

The following table presents the number of shares associated with outstanding awards that will vest over the next four years:


Share Grant Vesting Year						Shares of Common Stock
2026						752,333
2027						472,583
2028						242,864
2029						2,600
Total						1,470,380

During the three and six months ended June 30, 2025, the Company accrued 3,413 and 6,585 shares of common stock for dividends that are paid-in-kind to non-management members of its Board of Directors related to the dividends payable to holders of record of our common stock as of March 28, 2025 and June 27, 2025.

During the three and six months ended June 30, 2024, the Company accrued 3,649 and 7,522 shares of common stock for dividends that are paid-in-kind to non-management members of its Board of Directors related to the dividends payable to holders of record of our common stock as of March 28, 2024 and June 27, 2024.

As of June 30, 2025, total unrecognized compensation costs relating to unvested stock-based compensation arrangements was $11.0 million. These compensation costs are expected to be recognized over a weighted average period of 1.2 years from June 30, 2025. For the three months ended June 30, 2025 and 2024, the Company recognized $2.0 million and $1.7 million, respectively, of stock-based compensation expense. For the six months ended June 30, 2025 and 2024, the Company recognized $4.0 million and $3.4 million, respectively, of stock-based compensation expense.