0002073653 2026-01-01 2026-03-31 0002073653 2026-05-11 0002073653 2026-03-31 0002073653 2025-12-31 0002073653 2025-03-06 2025-03-31 0002073653 us-gaap:CommonStockMember 2025-12-31 0002073653 us-gaap:AdditionalPaidInCapitalMember 2025-12-31 0002073653 us-gaap:RetainedEarningsMember 2025-12-31 0002073653 us-gaap:RetainedEarningsMember 2026-01-01 2026-03-31 0002073653 us-gaap:CommonStockMember 2026-03-31 0002073653 us-gaap:AdditionalPaidInCapitalMember 2026-03-31 0002073653 us-gaap:RetainedEarningsMember 2026-03-31 0002073653 us-gaap:CommonStockMember 2025-03-05 0002073653 us-gaap:AdditionalPaidInCapitalMember 2025-03-05 0002073653 us-gaap:RetainedEarningsMember 2025-03-05 0002073653 2025-03-05 0002073653 us-gaap:CommonStockMember 2025-03-31 0002073653 us-gaap:AdditionalPaidInCapitalMember 2025-03-31 0002073653 us-gaap:RetainedEarningsMember 2025-03-31 0002073653 2025-03-31 0002073653 2025-03-06 shares iso4217:USD iso4217:USD shares pure fbredc:segment 2026 0002073653 false Q1 --12-31

10-Q true 2026-03-31 false 000-56765 FBRED-C Feeder REIT Trust MD 33-4962406 One Madison Avenue Suite 1600 New York NY 10010 212 588-6770 Yes Yes Non-accelerated Filer true true false false 40

1015

1010

1020

1013

0.001

100000

999

1020

1013

1020

1013

0.17

999

1013

999

1020

1010

1015

Organization<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">FBRED-C Feeder REIT Trust (the “Company”) was formed on March 6, 2025 as a Maryland statutory trust and intends to elect to qualify to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2026. The Company has been formed to invest in common stock of Franklin BSP Real Estate Debt, Inc. (“FBRED”).</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company will be externally managed by Benefit Street Partners L.L.C. (the “Adviser”). The Adviser is a limited liability company that is registered as an investment adviser with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser oversees the management of the Company’s activities and is responsible for making investment decisions with respect to the Company’s portfolio.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company has been formed to act as an investment vehicle through which certain non-U.S. investors can indirectly invest in FBRED’s common stock via Franklin BSP Real Estate Debt Cayman Access Fund (FBRED-C), L.P. (the “Indirect Parent”). The Indirect Parent will invest in the Company directly (the “Shareholder Loans”) and also indirectly through FBRED-C Feeder Subsidiary Fund, L.P. (“Cayman Feeder Sub”). The Company intends to invest in various classes of the common stock of FBRED and expects to authorize, offer and sell its common shares to the Cayman Feeder Sub on a one-for-one ratio corresponding to its investment in common stock of FBRED. Accordingly, the Company’s investment objectives are the same as the investment objectives of FBRED.</span></div>

March 6, 2025 1

Capitalization<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">As of March 6, 2025, the Company was authorized to issue 100,000 common shares of beneficial interest, par value $0.001 per share (“common shares”). The Company intends to undertake a continuous private offering, pursuant to which it will offer and sell its common shares to Cayman Feeder Sub. The classes of common shares may have different upfront selling commissions, dealer manager fees and ongoing shareholder servicing fees, as well as different management fees and performance participation allocations. The initial per share purchase price for shares of the Company’s common shares in the offering will be equal to the most recently determined net asset value (“NAV”) per share of FBRED for the applicable class plus applicable upfront selling commissions and dealer manager fees. Thereafter, the purchase price per share for each class of our common shares will vary and will generally equal the prior month’s NAV per share of FBRED for each applicable class, as calculated monthly, plus applicable upfront selling commissions and dealer manager fees.</span></div>

100000

0.001

Summary of Significant Accounting Policies<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Basis of Presentation</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of significant accounting policies consistently followed by the Company in the preparation of its financial statements. The interim financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of financial statements for the interim periods presented. </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Use of Estimates</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in these financial statements. Actual results could differ from those estimates.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Cash and Cash Equivalents</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">Cash and cash equivalents include cash held in banks and short-term, liquid investments in a money market deposit account that have original or remaining maturity dates of three months or less when purchased. Cash and cash equivalents are carried at cost which approximates fair value. The Company did not hold cash equivalents as of March 31, 2026.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Interest Income</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">Interest earned on cash held in banks is recorded as earned to Interest income within the accompanying Statements of Operations.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company intends to elect to qualify to be taxed as a REIT under the Internal Revenue Code of 1986 (the “Code”) beginning with its taxable year ending December 31, 2026. In general, as a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to stockholders in a year, the Company will not be subject to U.S. federal income tax to the extent of the income that it distributes. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and U.S. federal income and excise taxes on its undistributed income.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions that do not meet the more-likely-than-not threshold are disclosed as uncertain tax positions in the current year. The Company’s accounting policy is to classify interest and penalties related to uncertain tax positions as a provision for income taxes. The Company did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities on-going analysis of and changes to tax laws, regulations and interpretations thereof.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Organization and Offering Costs</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">Organization costs consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering. Offering costs will be recorded as a reduction to paid-in capital when the offering is completed, which has not yet occurred.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company will bear the organization and offering expenses incurred in connection with the formation of the Company and the offering. In addition, the Company will reimburse the Adviser for the organization and offering costs and operating expenses it incurs on the Company’s behalf when such costs become the obligation of the Company.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">As of March 31, 2026, the Adviser and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $0.9 million. These organization and offering expenses are not recorded in the accompanying Balance Sheets because such costs are not the obligation of the Company until the Company and the Adviser enter an advisory agreement. If and when such events are probable the Company will record organizational expenses as incurred, and offering expenses will be charged to shareholders’ equity. Any amount due to the Adviser but not paid will be recognized as a liability on the Balance Sheets.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">New Accounting Pronouncements</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:112%">In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2025 and early adoption is permitted. The Company does not expect the adoption of ASU 2023-09 to have a material impact on the Company’s financial statements.</span></div>In November 2024, the FASB issued ASU 2024-03 “Income statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,” or ASU 2024-03. ASU 2024-03 requires additional disclosures about specific expenses categories in the notes to the financial statements. ASU 2024-03 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026 and early adoption is permitted. The Company does not expect the adoption of ASU 2024-03 to have a material impact on our financial statements.

<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Basis of Presentation</span></div>The following is a summary of significant accounting policies consistently followed by the Company in the preparation of its financial statements. The interim financial statements have been prepared in accordance with GAAP for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 8 of Regulation S-X. Accordingly, certain disclosures accompanying annual financial statements prepared in accordance with GAAP are omitted. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of financial statements for the interim periods presented.

<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Income Taxes</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company intends to elect to qualify to be taxed as a REIT under the Internal Revenue Code of 1986 (the “Code”) beginning with its taxable year ending December 31, 2026. In general, as a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to stockholders in a year, the Company will not be subject to U.S. federal income tax to the extent of the income that it distributes. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and U.S. federal income and excise taxes on its undistributed income.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company evaluates tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether it is “more-likely-than-not” (i.e., greater than 50-percent) that each tax position will be sustained upon examination by a taxing authority based on the technical merits of the position. Tax positions that do not meet the more-likely-than-not threshold are disclosed as uncertain tax positions in the current year. The Company’s accounting policy is to classify interest and penalties related to uncertain tax positions as a provision for income taxes. The Company did not record any tax provision in the current period. However, management’s conclusions regarding tax positions taken may be subject to review and adjustment at a later date based on factors including, but not limited to, examination by tax authorities on-going analysis of and changes to tax laws, regulations and interpretations thereof.</span></div>

<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Organization and Offering Costs</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">Organization costs consist of costs incurred to establish the Company and enable it legally to do business. Organization costs are expensed as incurred. Offering costs consist of costs incurred in connection with the offering. Offering costs will be recorded as a reduction to paid-in capital when the offering is completed, which has not yet occurred.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company will bear the organization and offering expenses incurred in connection with the formation of the Company and the offering. In addition, the Company will reimburse the Adviser for the organization and offering costs and operating expenses it incurs on the Company’s behalf when such costs become the obligation of the Company.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">As of March 31, 2026, the Adviser and its affiliates have incurred organization and offering expenses on the Company’s behalf of approximately $0.9 million. These organization and offering expenses are not recorded in the accompanying Balance Sheets because such costs are not the obligation of the Company until the Company and the Adviser enter an advisory agreement. If and when such events are probable the Company will record organizational expenses as incurred, and offering expenses will be charged to shareholders’ equity. Any amount due to the Adviser but not paid will be recognized as a liability on the Balance Sheets.</span></div>

900000

Related Party Transactions<div style="margin-bottom:6pt;margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:139%">Advisory Agreement </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company intends to enter into an advisory agreement (the “Advisory Agreement”) with the Adviser in which the Adviser, subject to the overall supervision of the Company’s Board, manages the day-to-day operations of, and provides investment advisory services to the Company. </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Adviser also serves as the external adviser of FBRED and is compensated in such capacity. The Adviser shall not be entitled to additional compensation for services provided pursuant to the Advisory Agreement with the Company.</span></div>

Commitments and Contingencies<div style="margin-bottom:6pt;margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:139%">Litigation and Regulatory Matters</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">In the ordinary course of business, the Company may become subject to litigation, claims, and regulatory matters. The Company has no knowledge of material legal or regulatory proceedings pending or known to be contemplated against the Company at this time. </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Indemnifications</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">In the ordinary course of its business, the Company may enter into contracts or agreements that contain indemnifications or warranties. Future events could occur that lead to the execution of these provisions against the Company. Based on its history and experience, management feels that the likelihood of such an event is remote. Accordingly, the Company has not entered into any contracts and not accrued any liability in conjunction with such indemnifications.</span></div>

Segment Reporting<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company operates through a single operating and reporting segment with an investment objective to provide high current income while maintaining downside protection on its investments. The CODM is comprised of the Company’s Chief Executive Officer/President and the Chief Financial Officer/Chief Operating Officer, and assesses the performance and makes operating decisions of the Company primarily based on the Company’s net income under GAAP. The CODM uses net income as a key metric in determining the amount of dividends to be distributed to the Company’s shareholders. As the Company’s operations comprise a single reporting segment, the segment assets are reflected in total assets on the accompanying Balance Sheets.</span></div>

Dependency<div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company will be dependent on the Adviser and its affiliates for certain services that are essential to it, including the sale of the Company’s common shares and other administrative duties. In the event that the Adviser and its affiliates are unable to provide such services, the Company would be required to find alternative service providers.</span></div>

Subsequent Events<div><span style="color:#000000;font-family:'Times New Roman',serif;font-size:10pt;font-weight:400;line-height:120%">The Company has evaluated subsequent events through the filing of this Form 10-Q and has determined that there have been no events that have occurred that would require adjustments to the Company’s disclosure in the financial statements.</span></div>

900000

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