UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| 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-2 Common Stock |
1,398,322.014 | $ | 35,000,000 | |||||
| Class F-II Common 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-2 Common Stock. The issuance of the shares of Class NV-2 Common 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-2 Common 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-2 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
Denver Multifamily
On February 26, 2025, the Company originated a $81.0 million floating rate, first mortgage loan collateralized by a 302-unit multifamily 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-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 2.45%.
Raleigh Multifamily
On February 26, 2025, the Company originated a $47.2 million floating rate, first mortgage loan collateralized by a 344-unit multifamily 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-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 2.50%.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: March 6, 2026 | Goldman Sachs Real Estate Finance Trust Inc | |||||
| By: | /s/ Mallika Sinha | |||||
| Name: | Mallika Sinha | |||||
| Title: | Chief Financial Officer | |||||