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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2026
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 000-56685
Fortress Credit Realty Income Trust
(Exact name of registrant as specified in its charter)
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Maryland |
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99-3367363 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
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1345 Avenue of the Americas New York, NY |
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10105 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 798-6100
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class: |
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Trading Symbol(s): |
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Name of each exchange on which registered: |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 12, 2026, the issuer had the following shares outstanding: 26,499,016 Class B shares, 4,386,201 Class R shares, 16,426,231 Class J-1 shares, 3,502,921 Class J-2 shares, 7,671,842 Class J-4 shares, 1,826,957 Class S shares, 337,883 Class D shares, 10,733,666 Class I shares, 1,298,650 Class E shares, 111,410 Class F-I shares and 292,518 Class F-S shares.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements, which relate to future events or the future performance or financial condition of Fortress Credit Realty Income Trust (the “Company,” “we,” “us,” or “our”). Forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue” or “believe” or the negatives thereof or other variations thereon or comparable terminology, although not all forward-looking statements include these words. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Some of the statements in this Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Form 10-Q may include statements as to:
•our future operating results;
•our business prospects and the prospects of the assets in which we may invest;
•the impact of the investments that we expect to make;
•our ability to raise sufficient capital to execute our investment strategy;
•our ability to source adequate investment opportunities to efficiently deploy capital;
•our current and expected financing arrangements and investments;
•the effect of global and national economic and market conditions generally upon our operating results, including, but not limited to, changes with respect to inflation, interest rate changes and supply chain disruptions, and changes in government rules, regulations and fiscal policies;
•the adequacy of our cash resources, financing sources and working capital;
•the timing and amount of cash flows, distributions and dividends, if any, from our investments;
•our contractual arrangements and relationships with third parties;
•actual and potential conflicts of interest with FCR Advisors, LLC, a Delaware limited liability company (the “Adviser”), the Dealer Manager (as defined herein) or any of their respective affiliates;
•the dependence of our future success on the general economy and its effect on the assets in which we may invest;
•our use of financial leverage;
•the ability of the Adviser to locate suitable investments for us and to monitor and administer our investments;
•the ability of the Adviser or its affiliates to attract and retain highly talented professionals;
•our ability to structure investments in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and
•our tax status and the tax status and attributes of entities and assets in which we may invest.
The forward-looking statements contained in this Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors,” “Item 2. Financial Information—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2026. Other factors that could cause our actual results to differ materially include:
•changes in the economy, particularly those affecting the real estate industry;
•risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy;
•fluctuations in interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments and may limit our ability to pay dividends to our shareholders;
•adverse conditions in the areas where our investments or the properties underlying such investments are and may be located and local real estate conditions;
•limitations on our business and our ability to satisfy requirements to maintain our exclusion from registration under the Investment Company Act of 1940, as amended, or to maintain our qualification as a real estate investment trust (a “REIT”), for U.S. federal income tax purposes;
•certain economic events may cause our shareholders to request that we repurchase their shares, and if we decide to satisfy any or all of such requests, our cash flow and our results of operations and financial condition could be materially adversely affected. Further, our board of trustees may make exceptions to, modify or suspend our share repurchase plan (including to make exceptions to the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in our best interest;
•distributions are not guaranteed and may be funded from sources other than cash flow from operations, including, without limitation, borrowings, offering proceeds (including from sales of our shares to all Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), affiliates, members, shareholders, officers, director and employees), proceeds from repayments of our real estate debt investments, sales of our liquid investments and, if necessary, sales of our investments and/or assets, and we have no limits on the amounts we may fund from such sources;
•the valuation of our investments may not be certain or transparent as a result of the highly volatile environments we operate in;
•the purchase and repurchase prices for our shares are generally based on our prior month’s net asset value (“NAV”) and are not based on any public trading market;
•future changes in laws or regulations and conditions in our operating areas;
•our ability to raise additional funds to enable us to make additional investments and diversify the risk profile of our portfolio;
•our ability to capitalize on potential investment opportunities on attractive terms;
•adverse changes in the real estate and real estate capital markets could negatively impact our performance by making it more difficult for borrowers of our mortgage loans to satisfy their debt payment obligations, which could result in losses on our loan investments and/or make it more difficult for us to generate consistent or attractive risk-adjusted returns;
•our ability to accurately identify or adequately evaluate potential risks in volatile investing environments with limited market liquidity or price transparency;
•increased competition from entities engaged in mortgage lending and/or investing in assets similar to ours may limit our ability to originate or acquire desirable loans and investments or dispose of investments, and could also affect the yields of these investments and have a material adverse effect on our business, financial condition and results of operations;
•the advent of any future epidemics, pandemics, or any other public health crises;
•risks associated with investing outside of the United States;
•the incurrence of contingent liabilities as a result of our investments, including our assumption of default risk or other third-party risks;
•our use of financing arrangements, including certain repurchase facilities we become a party to from time to time, seller financing, secured and unsecured leveraged and other one-off financing solutions, could subject us to financial covenants and other covenants that could restrict our operations;
•our ability to forecast correlations between the value of our portfolio and the direction of exchange rates, interest rates and the price of securities in order to effectively or appropriately mitigate risks associated with our investments;
•risks associated with our hedging program, including our use of options and forward trading;
•defaults by borrowers in paying debt service on outstanding indebtedness;
•certain risks associated with limitations on our remedies under bankruptcy laws;
•system failures and cybersecurity breaches;
•substantial compliance costs that may be required to meet the constantly evolving legal and regulatory landscape for data protection and privacy;
•potential misconduct and unauthorized conduct from third-party providers;
•our ability to maintain our qualification as a REIT requires us to annually distribute at least 90% of our taxable income, and therefore, we may not be able to fund future capital needs, including financing for acquisitions, from our operating cash flow, and may need to rely on third-party sources for capital;
•compliance with state and local laws, statutes, regulations and ordinances relating to pollution, the protection of the environment and human health and safety;
•risks associated with joint ventures;
•risks associated with our relationship with Fortress and the Adviser; and
•changes to United States federal income tax laws.
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions could also be inaccurate. In light of these and other uncertainties, the inclusion of a forward-looking statement in this Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved.
You should read this Form 10-Q and the documents that we reference herein and have filed as exhibits hereto with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Form 10-Q. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Form 10-Q, whether as a result of any new information, future events or otherwise.
For more information regarding these and other risks and uncertainties that we face, see the section entitled “Item 1A. Risk Factors” in our Annual Report and any such updated factors included in our periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Fortress Credit Realty Income Trust
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
Assets |
|
June 30, 2026 |
|
|
December 31, 2025 |
|
Commercial real estate loan investments, at fair value |
|
$ |
2,900,385 |
|
|
$ |
2,177,027 |
|
Investments in real estate-related assets, at fair value |
|
|
455,231 |
|
|
|
471,526 |
|
Cash and cash equivalents |
|
|
310,481 |
|
|
|
213,124 |
|
Restricted cash |
|
|
118,572 |
|
|
|
159,641 |
|
Other assets |
|
|
70,329 |
|
|
|
33,748 |
|
Total assets |
|
$ |
3,854,998 |
|
|
$ |
3,055,066 |
|
Liabilities and Equity |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Repurchase facilities payable, net |
|
$ |
2,030,134 |
|
|
$ |
1,386,979 |
|
Revolving credit facility, net |
|
|
314,189 |
|
|
|
295,078 |
|
Subscriptions received in advance |
|
|
13,285 |
|
|
|
36,016 |
|
Due to affiliate |
|
|
66,441 |
|
|
|
60,670 |
|
Lender reserves |
|
|
54,116 |
|
|
|
50,996 |
|
Accounts payable and accrued expenses |
|
|
8,774 |
|
|
|
6,445 |
|
Distribution payable |
|
|
9,022 |
|
|
|
8,147 |
|
Other liabilities |
|
|
6,878 |
|
|
|
3,270 |
|
Total liabilities |
|
|
2,502,839 |
|
|
|
1,847,601 |
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
Redeemable common shares (Note 6) |
|
|
25,957 |
|
|
|
25,427 |
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
Common shares - Class B shares, $0.01 par value per share, 26,399 and 25,338 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
263 |
|
|
|
253 |
|
Common shares - Class R shares, $0.01 par value per share, 4,370 and 4,474 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
44 |
|
|
|
45 |
|
Common shares - Class J-1 shares, $0.01 par value per share, 16,311 and 15,867 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
163 |
|
|
|
159 |
|
Common shares - Class J-2 shares, $0.01 par value per share, 3,470 and 3,372 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
34 |
|
|
|
33 |
|
Common shares - Class J-4 shares, $0.01 par value per share, 7,088 and 5,116 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
70 |
|
|
|
51 |
|
Common shares - Class S shares, $0.01 par value per share, 1,702 and 1,107 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
17 |
|
|
|
11 |
|
Common shares - Class I shares, $0.01 par value per share, 8,669 and 5,359 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
87 |
|
|
|
53 |
|
Common shares - Class F-I shares, $0.01 par value per share, 39 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
— |
|
|
|
— |
|
Common shares - Class F-S shares, $0.01 par value per share, 131 and 0 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively |
|
|
1 |
|
|
|
— |
|
Additional paid-in capital |
|
|
1,309,392 |
|
|
|
1,163,658 |
|
Accumulated deficit |
|
|
(10,295 |
) |
|
|
(6,116 |
) |
Total shareholders’ equity |
|
|
1,299,776 |
|
|
|
1,158,147 |
|
Non-controlling interests |
|
|
26,426 |
|
|
|
23,891 |
|
Total equity |
|
|
1,326,202 |
|
|
|
1,182,038 |
|
Total liabilities and equity |
|
$ |
3,854,998 |
|
|
$ |
3,055,066 |
|
See accompanying notes to the condensed consolidated financial statements.
Fortress Credit Realty Income Trust
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2026 |
|
|
June 30, 2025 |
|
|
June 30, 2026 |
|
|
June 30, 2025 |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
65,846 |
|
|
$ |
30,646 |
|
|
$ |
121,095 |
|
|
$ |
50,138 |
|
Total revenues |
|
|
65,846 |
|
|
|
30,646 |
|
|
|
121,095 |
|
|
|
50,138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Organizational costs |
|
|
— |
|
|
|
159 |
|
|
|
— |
|
|
|
274 |
|
General and administrative |
|
|
5,477 |
|
|
|
3,265 |
|
|
|
10,361 |
|
|
|
5,221 |
|
Management fee |
|
|
4,541 |
|
|
|
2,735 |
|
|
|
9,088 |
|
|
|
3,008 |
|
Performance participation allocation |
|
|
761 |
|
|
|
114 |
|
|
|
1,322 |
|
|
|
121 |
|
Total expenses |
|
|
10,779 |
|
|
|
6,273 |
|
|
|
20,771 |
|
|
|
8,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(30,743 |
) |
|
|
(9,455 |
) |
|
|
(56,243 |
) |
|
|
(15,984 |
) |
Net unrealized gain (loss) on investments |
|
|
(1,015 |
) |
|
|
(262 |
) |
|
|
491 |
|
|
|
(975 |
) |
Net realized loss on investments |
|
|
(585 |
) |
|
|
(317 |
) |
|
|
(1,405 |
) |
|
|
(841 |
) |
Other income |
|
|
2,521 |
|
|
|
4,621 |
|
|
|
6,010 |
|
|
|
6,422 |
|
Total other income (expense) |
|
|
(29,822 |
) |
|
|
(5,413 |
) |
|
|
(51,147 |
) |
|
|
(11,378 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
25,245 |
|
|
|
18,960 |
|
|
|
49,177 |
|
|
|
30,136 |
|
Net income attributable to non-controlling interests |
|
|
898 |
|
|
|
576 |
|
|
|
1,347 |
|
|
|
1,396 |
|
Net income attributable to common shareholders |
|
$ |
24,347 |
|
|
$ |
18,384 |
|
|
$ |
47,830 |
|
|
$ |
28,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share — basic and diluted — (Note 7) |
|
$ |
0.36 |
|
|
$ |
0.38 |
|
|
$ |
0.72 |
|
|
$ |
0.78 |
|
Weighted-average common shares outstanding — basic and diluted — (Note 7) |
|
|
68,326 |
|
|
|
48,049 |
|
|
|
66,588 |
|
|
|
36,628 |
|
See accompanying notes to the condensed consolidated financial statements.
Fortress Credit Realty Income Trust
Condensed Consolidated Statements of Changes in Equity (Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
|
|
Par Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class F-I |
|
|
Class F-S |
|
|
Additional Paid-in Capital |
|
|
Accumulated Deficit |
|
|
Total Shareholders’ Equity |
|
|
Non-controlling Interests |
|
|
Total Equity |
|
Balance as of March 31, 2026 |
|
$ |
262 |
|
|
$ |
44 |
|
|
$ |
161 |
|
|
$ |
34 |
|
|
$ |
59 |
|
|
$ |
15 |
|
|
$ |
72 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,244,874 |
|
|
$ |
(8,017 |
) |
|
$ |
1,237,504 |
|
|
$ |
20,094 |
|
|
$ |
1,257,598 |
|
Common shares issued |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11 |
|
|
|
2 |
|
|
|
14 |
|
|
|
— |
|
|
|
1 |
|
|
|
55,290 |
|
|
|
— |
|
|
|
55,318 |
|
|
|
— |
|
|
|
55,318 |
|
Offering costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(154 |
) |
|
|
— |
|
|
|
(154 |
) |
|
|
— |
|
|
|
(154 |
) |
Distribution reinvestment |
|
|
1 |
|
|
|
— |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
10,310 |
|
|
|
— |
|
|
|
10,314 |
|
|
|
— |
|
|
|
10,314 |
|
Share class exchange |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
56 |
|
|
|
— |
|
|
|
56 |
|
|
|
— |
|
|
|
56 |
|
Common shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(984 |
) |
|
|
— |
|
|
|
(984 |
) |
|
|
— |
|
|
|
(984 |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,347 |
|
|
|
24,347 |
|
|
|
898 |
|
|
|
25,245 |
|
Distributions declared on common shares ($0.4628 gross per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(26,625 |
) |
|
|
(26,625 |
) |
|
|
— |
|
|
|
(26,625 |
) |
Contributions from non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,944 |
|
|
|
15,944 |
|
Distributions to non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,510 |
) |
|
|
(10,510 |
) |
Allocation to redeemable common shares |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance as of June 30, 2026 |
|
$ |
263 |
|
|
$ |
44 |
|
|
$ |
163 |
|
|
$ |
34 |
|
|
$ |
70 |
|
|
$ |
17 |
|
|
$ |
87 |
|
|
$ |
— |
|
|
$ |
1 |
|
|
$ |
1,309,392 |
|
|
$ |
(10,295 |
) |
|
$ |
1,299,776 |
|
|
$ |
26,426 |
|
|
$ |
1,326,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 |
|
|
|
Par Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class F-I |
|
|
Class F-S |
|
|
Additional Paid-in Capital |
|
|
Accumulated Deficit |
|
|
Total Shareholders’ Equity |
|
|
Non-controlling Interests |
|
|
Total Equity |
|
Balance as of March 31, 2025 |
|
$ |
177 |
|
|
$ |
36 |
|
|
$ |
84 |
|
|
$ |
22 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
615,815 |
|
|
$ |
(3,765 |
) |
|
$ |
612,371 |
|
|
$ |
14,770 |
|
|
$ |
627,141 |
|
Common shares issued |
|
|
44 |
|
|
$ |
8 |
|
|
|
71 |
|
|
|
11 |
|
|
|
23 |
|
|
|
3 |
|
|
|
11 |
|
|
|
— |
|
|
|
— |
|
|
|
321,900 |
|
|
|
— |
|
|
|
322,071 |
|
|
|
— |
|
|
|
322,071 |
|
Offering costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(305 |
) |
|
|
— |
|
|
|
(305 |
) |
|
|
— |
|
|
|
(305 |
) |
Distribution reinvestment |
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,152 |
|
|
|
— |
|
|
|
6,154 |
|
|
|
— |
|
|
|
6,154 |
|
Common shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(73 |
) |
|
|
— |
|
|
|
(73 |
) |
|
|
— |
|
|
|
(73 |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18,384 |
|
|
|
18,384 |
|
|
|
576 |
|
|
|
18,960 |
|
Distributions declared on common shares ($0.4196 gross per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(17,168 |
) |
|
|
(17,168 |
) |
|
|
— |
|
|
|
(17,168 |
) |
Contributions from non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,711 |
|
|
|
10,711 |
|
Distributions to non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,589 |
) |
|
|
(6,589 |
) |
Allocation to redeemable common shares |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(21 |
) |
|
|
— |
|
|
|
(21 |
) |
|
|
— |
|
|
|
(21 |
) |
Balance as of June 30, 2025 |
|
$ |
222 |
|
|
$ |
44 |
|
|
$ |
156 |
|
|
$ |
33 |
|
|
$ |
23 |
|
|
$ |
3 |
|
|
$ |
13 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
943,468 |
|
|
$ |
(2,549 |
) |
|
$ |
941,413 |
|
|
$ |
19,468 |
|
|
$ |
960,881 |
|
See accompanying notes to the condensed consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
Par Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class F-I |
|
|
Class F-S |
|
|
Additional Paid-in Capital |
|
|
Accumulated Deficit |
|
|
Total Shareholders’ Equity |
|
|
Non-controlling Interests |
|
|
Total Equity |
|
Balance as of December 31, 2025 |
|
$ |
253 |
|
|
$ |
45 |
|
|
$ |
159 |
|
|
$ |
33 |
|
|
$ |
51 |
|
|
$ |
11 |
|
|
$ |
53 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,163,658 |
|
|
$ |
(6,116 |
) |
|
$ |
1,158,147 |
|
|
$ |
23,891 |
|
|
$ |
1,182,038 |
|
Common shares issued |
|
|
7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20 |
|
|
|
6 |
|
|
|
33 |
|
|
|
— |
|
|
|
1 |
|
|
|
129,030 |
|
|
|
— |
|
|
|
129,097 |
|
|
|
— |
|
|
|
129,097 |
|
Offering costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(400 |
) |
|
|
— |
|
|
|
(400 |
) |
|
|
— |
|
|
|
(400 |
) |
Distribution reinvestment |
|
|
3 |
|
|
|
— |
|
|
|
3 |
|
|
|
1 |
|
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
20,161 |
|
|
|
— |
|
|
|
20,170 |
|
|
|
— |
|
|
|
20,170 |
|
Share class exchange |
|
|
— |
|
|
|
(1 |
) |
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
56 |
|
|
|
— |
|
|
|
56 |
|
|
|
— |
|
|
|
56 |
|
Common shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,113 |
) |
|
|
— |
|
|
|
(3,115 |
) |
|
|
— |
|
|
|
(3,115 |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
47,830 |
|
|
|
47,830 |
|
|
|
1,347 |
|
|
|
49,177 |
|
Distributions declared on common shares ($0.9265 gross per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(52,009 |
) |
|
|
(52,009 |
) |
|
|
— |
|
|
|
(52,009 |
) |
Contributions from non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
20,569 |
|
|
|
20,569 |
|
Distributions to non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(19,381 |
) |
|
|
(19,381 |
) |
Balance as of June 30, 2026 |
|
$ |
263 |
|
|
$ |
44 |
|
|
$ |
163 |
|
|
$ |
34 |
|
|
$ |
70 |
|
|
$ |
17 |
|
|
$ |
87 |
|
|
$ |
— |
|
|
$ |
1 |
|
|
$ |
1,309,392 |
|
|
$ |
(10,295 |
) |
|
$ |
1,299,776 |
|
|
$ |
26,426 |
|
|
$ |
1,326,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
Par Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class F-I |
|
|
Class F-S |
|
|
Additional Paid-in Capital |
|
|
Accumulated Deficit |
|
|
Total Shareholders’ Equity |
|
|
Non-controlling Interests |
|
|
Total Equity |
|
Balance as of December 31, 2024 |
|
$ |
94 |
|
|
$ |
10 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
204,633 |
|
|
$ |
(4,081 |
) |
|
$ |
200,656 |
|
|
$ |
8,617 |
|
|
$ |
209,273 |
|
Common shares issued |
|
|
126 |
|
|
|
34 |
|
|
|
155 |
|
|
|
33 |
|
|
|
23 |
|
|
|
3 |
|
|
|
13 |
|
|
|
— |
|
|
|
— |
|
|
|
731,061 |
|
|
|
— |
|
|
|
731,448 |
|
|
|
— |
|
|
|
731,448 |
|
Offering costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(566 |
) |
|
|
— |
|
|
|
(566 |
) |
|
|
— |
|
|
|
(566 |
) |
Distribution reinvestment |
|
|
2 |
|
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8,497 |
|
|
|
— |
|
|
|
8,500 |
|
|
|
— |
|
|
|
8,500 |
|
Common shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(73 |
) |
|
|
— |
|
|
|
(73 |
) |
|
|
— |
|
|
|
(73 |
) |
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
28,740 |
|
|
|
28,740 |
|
|
|
1,396 |
|
|
|
30,136 |
|
Distributions declared on common shares ($0.8228 gross per share) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(27,208 |
) |
|
|
(27,208 |
) |
|
|
— |
|
|
|
(27,208 |
) |
Contributions from non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
36,531 |
|
|
|
36,531 |
|
Distributions to non-controlling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(27,076 |
) |
|
|
(27,076 |
) |
Allocation to redeemable common shares |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(84 |
) |
|
|
— |
|
|
|
(84 |
) |
|
|
— |
|
|
|
(84 |
) |
Balance as of June 30, 2025 |
|
$ |
222 |
|
|
$ |
44 |
|
|
$ |
156 |
|
|
$ |
33 |
|
|
$ |
23 |
|
|
$ |
3 |
|
|
$ |
13 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
943,468 |
|
|
$ |
(2,549 |
) |
|
$ |
941,413 |
|
|
$ |
19,468 |
|
|
$ |
960,881 |
|
See accompanying notes to the condensed consolidated financial statements.
Fortress Credit Realty Income Trust
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, 2026 |
|
|
June 30, 2025 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
Net income |
|
$ |
49,177 |
|
|
$ |
30,136 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
Organizational costs |
|
|
— |
|
|
|
274 |
|
Amortization of deferred financing costs |
|
|
2,232 |
|
|
|
638 |
|
Net unrealized (gain) loss on investments |
|
|
(491 |
) |
|
|
975 |
|
Net realized loss on investments |
|
|
1,405 |
|
|
|
841 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
Increase in other assets |
|
|
(3,904 |
) |
|
|
(9,088 |
) |
Increase in other liabilities/due to affiliates |
|
|
5,126 |
|
|
|
4,844 |
|
Net cash provided by operating activities |
|
|
53,545 |
|
|
|
28,620 |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
Originations and fundings of commercial real estate loans |
|
|
(836,105 |
) |
|
|
(938,716 |
) |
Principal repayment of commercial real estate loans |
|
|
113,614 |
|
|
|
— |
|
Fundings of other real estate-related investments |
|
|
(286,959 |
) |
|
|
(412,265 |
) |
Proceeds received from other real estate-related investments |
|
|
271,897 |
|
|
|
45,050 |
|
Change in lender reserves |
|
|
3,120 |
|
|
|
19,651 |
|
Net cash used in investing activities |
|
|
(734,433 |
) |
|
|
(1,286,280 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
Borrowings under repurchase agreements |
|
|
726,118 |
|
|
|
410,377 |
|
Repayments of repurchase agreements |
|
|
(83,491 |
) |
|
|
— |
|
Borrowings under revolving credit facility |
|
|
156,460 |
|
|
|
229,737 |
|
Repayment of revolving credit facility |
|
|
(137,396 |
) |
|
|
(35,159 |
) |
Proceeds from issuance of common shares |
|
|
96,916 |
|
|
|
669,365 |
|
Proceeds from issuance of redeemable common shares |
|
|
99 |
|
|
|
2,810 |
|
Offering costs paid |
|
|
(397 |
) |
|
|
— |
|
Repurchase of common shares |
|
|
(3,173 |
) |
|
|
— |
|
Payments of deferred financing costs |
|
|
(1,656 |
) |
|
|
(1,971 |
) |
Subscriptions received in advance |
|
|
13,285 |
|
|
|
41,772 |
|
Payment of distributions to common shares |
|
|
(30,777 |
) |
|
|
(15,197 |
) |
Contributions from non-controlling interests |
|
|
20,569 |
|
|
|
36,531 |
|
Distributions to non-controlling interests |
|
|
(19,381 |
) |
|
|
(27,076 |
) |
Net cash provided by financing activities |
|
|
737,176 |
|
|
|
1,311,189 |
|
Net change in cash, cash equivalents and restricted cash |
|
|
56,288 |
|
|
|
53,529 |
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash, beginning of period |
|
|
372,765 |
|
|
|
196,872 |
|
Cash, cash equivalents and restricted cash, end of period |
|
$ |
429,053 |
|
|
$ |
250,401 |
|
|
|
|
|
|
|
|
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
310,481 |
|
|
$ |
161,356 |
|
Restricted cash |
|
|
118,572 |
|
|
|
89,045 |
|
Total cash, cash equivalents and restricted cash |
|
$ |
429,053 |
|
|
$ |
250,401 |
|
|
|
|
|
|
|
|
Supplemental disclosures: |
|
|
|
|
|
|
Cash paid for interest |
|
$ |
52,374 |
|
|
$ |
13,400 |
|
|
|
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
Issuance of Class E shares as payment of the board of directors compensation |
|
$ |
300 |
|
|
$ |
175 |
|
Accrued shareholders servicing fee |
|
$ |
3,807 |
|
|
$ |
44,693 |
|
Advanced offering costs due to affiliate |
|
$ |
35 |
|
|
$ |
1,964 |
|
Other offering costs payable |
|
$ |
365 |
|
|
$ |
305 |
|
Allocation to redeemable common shares |
|
$ |
— |
|
|
$ |
84 |
|
Repurchases payable |
|
$ |
984 |
|
|
$ |
183 |
|
Distribution reinvestment for common shares |
|
$ |
20,171 |
|
|
$ |
8,623 |
|
Distribution reinvestment for redeemable common shares |
|
$ |
187 |
|
|
$ |
— |
|
Accrued distributions |
|
$ |
9,022 |
|
|
$ |
6,149 |
|
See accompanying notes to the condensed consolidated financial statements.
Fortress Credit Realty Income Trust
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Organization and Business Purpose
Fortress Credit Realty Income Trust (“FCR” or the “Company”) was formed on June 4, 2024 (“Date of Formation”) as a Maryland statutory trust and qualifies to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2024. The Company is managed by FCR Advisors, LLC, a Delaware limited liability company (the “Adviser”), an affiliate of the Company’s sponsor, Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”).
The Company is a credit-focused diversified mortgage REIT that invests in the senior parts of the capital structure, with a focus on (i) floating rate loans across commercial real estate (“CRE”) debt (“CRE Debt”) and (ii) investments in real estate-related assets. The CRE Debt component originates, acquires, finances and manages a portfolio of primarily CRE debt investments, focused on senior secured, floating-rate CRE loans diversified across both geography and asset class. The Company’s CRE loans are expected to be primarily secured by properties located in the U.S., and include multifamily, industrial, hospitality and select other CRE asset classes, such as student housing, self-storage, retail and office. The investments in real estate-related assets component originates, acquires, finances and manages a portfolio of diversified residential real estate assets located across the U.S., including tax liens, second lien, jumbo and non-qualified mortgages, single-family rental loans, equity investments in mortgage servicing rights and other ancillary residential products.
The Company is authorized to issue an unlimited number of common shares of beneficial interest, par value $0.01 per share, classified into Class B, Class R, Class J-1, Class J-2, Class J-3, Class J-4, Class J-5, Class S, Class D, Class I, Class E, Class F-I and Class F-S shares. Initially, the Company offered up to $300 million in Class B shares and up to $50 million in Class R shares, not including any shares issued pursuant to its distribution reinvestment plan or any Class E shares purchased by Fortress or employees, officers or directors of Fortress or its affiliates (including eligible family members). In early 2025, the Company exceeded $300 million in gross proceeds from its private offering of Class B shares and has generally ceased offering that class going forward. Also in early 2025, the Company exceeded $50 million in gross proceeds from its private offering of Class R shares and subsequently increased that offering amount. Class J-1 through Class J-5 shares and Class F-I and Class F-S shares are each offered only to clients of certain participating broker-dealers. Class S, Class D and Class I shares are offered on a continuous basis to all suitable investors.
The share classes have different upfront selling commissions, dealer manager fees, ongoing shareholder servicing fees, management fees, and performance participation allocation. The Company is offering its shares through a continuous private placement offering under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). The purchase price per share for each class of our common shares will vary and will generally equal the Company’s prior month’s net asset value (“NAV”) per share, as calculated monthly.
2. Summary of Significant Accounting Policies
The Company believes the following significant accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of the condensed consolidated financial statements.
Principles of Consolidation and Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 24, 2026.
The Company consolidates all entities in which it has a controlling financial interest through majority ownership or voting rights and variable interest entities whereby the Company is the primary beneficiary. In determining whether the Company has a controlling financial interest in a partially owned entity and the requirement to consolidate the accounts of that entity, the
Company considers whether the entity is a variable interest entity (“VIE”) and whether it is the primary beneficiary. The Company is the primary beneficiary of a VIE when it has (i) the power to direct the most significant activities impacting the economic performance of the VIE and (ii) the obligations to absorb losses or receive benefits significant to the VIE.
For consolidated entities, the non-controlling partner’s share of the assets, liabilities, and operations of each entity is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is computed as the non-controlling interests’ ownership percentage. Any profit interest due to the owner is reported within non-controlling interest.
Reclassifications
Certain amounts in the Company’s prior period Condensed Consolidated Statements of Operations included in General and administrative of $0.3 million and $0.6 million for the three and six months ended June 30, 2025, respectively, have been reclassified to Management fee to conform to the three and six months ended June 30, 2026 presentation.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results may ultimately differ materially from those estimates.
Fair Value Option
The Company has elected the fair value option for certain eligible financial assets including commercial real estate loan investments and investments in real estate-related assets. These financial assets for which the Company has elected the fair value option are recorded in commercial real estate loan investments, at fair value and investments in real estate-related assets, at fair value on the Condensed Consolidated Balance Sheets.
The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets measured at fair value pursuant to this guidance are required to be reported separately on the Company’s Condensed Consolidated Balance Sheets from those instruments using another accounting method.
The Company’s fair value option elections will be made in accordance with the guidance in Accounting Standards Codification (“ASC”) 825, Financial Instruments, that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets. In the cases of loans and securities investments for which the fair value option is elected, loan origination fees and costs related to the origination or acquisition of the instrument should be immediately recognized in earnings on the Condensed Consolidated Statements of Operations within other income. Unrealized gains and losses on assets for which the fair value option has been elected are also reported in earnings without deferral. This is because under the fair value option, a lender reports the instrument at its exit price (i.e., the price that would be received to sell the instrument in an orderly transaction), which reflects the market’s assessment of the instrument’s cash flows and risks and does not include any entity-specific costs or fees.
The Company estimates fair value based on the best information available as of the date of the valuation. Should market conditions deteriorate, or should the Company’s assumptions change, further valuation adjustments may be required in future periods, and such adjustments could be material to the financial performance and cash flows of the Company.
Commercial Real Estate Loan Investments
CRE loan investments structured as senior loans are secured by the borrower’s interest in underlying real estate and are recorded at fair value. Changes in the fair value are recorded as net unrealized gain (loss) on investments in the Company’s Condensed Consolidated Statements of Operations.
Investments in Real Estate-Related Assets
Mortgage Servicing Rights
The Company previously entered into a subscription agreement for an investment in a conventional mortgage servicing rights portfolio (“MSR”) and agreed to purchase up to an aggregate of $150.0 million of subscriptions. The subscription agreement was executed in connection with a joint venture agreement with a third party. Pursuant to the joint venture operating agreement, most major decisions related to the joint venture, including acquisitions thereof, and its assets require the consent of the Company. The Company also retains the unilateral right to cause the joint venture to take certain actions, including as to matters related to litigation, servicing and disposition of assets.
During the three months ended June 30, 2026, the joint venture completed the sale of the underlying MSR portfolio, and the Company began receiving return of capital. A portion of the sale proceeds is subject to a customary holdback, pending satisfaction of post-closing conditions. The remaining investment is recorded at fair value, which was determined based on management's estimate of the remaining proceeds expected to be received. Changes in the fair value are recorded as net unrealized gain (loss) on investments in the Company's Condensed Consolidated Statements of Operations.
Residential Bridge Loans
The Company has entered into a forward flow relationship with a non-bank lender to purchase newly originated bridge loans secured by mortgages on residential properties. Upon purchase of residential bridge loans, the principal balance is recorded on the Condensed Consolidated Balance Sheets at fair value. Changes in the fair value are recorded as net unrealized gain (loss) on investments in the Company’s Condensed Consolidated Statements of Operations.
Tax Lien Investments
Tax lien investments are legal claims against a residential or commercial property of an individual that fails to pay property taxes owed to the local government. When the lien is issued, a certificate evidences the amount owed on the property plus interest and penalties due. The Company records bid deposits as a component of other assets on the Condensed Consolidated Balance Sheets, which are refunded by the municipality if the Company does not win the bid. As of June 30, 2026 and December 31, 2025, the Company recorded $0.2 million and $0.4 million, respectively, of bid deposits as a component of other assets on the Company’s Condensed Consolidated Balance Sheets. If the Company is subsequently awarded the lien certificate, the principal balance and accrued interest are recorded on the Condensed Consolidated Balance Sheets at fair value. Changes in the fair value are recorded as net unrealized gain (loss) on investments in the Company’s Condensed Consolidated Statements of Operations.
Repurchase Agreements
The Company may finance CRE loan investments using a repurchase agreement and secure these financing transactions with the CRE loan investments. The repurchase agreements are, therefore, treated as collateralized financing transactions and recorded at par value on the Condensed Consolidated Balance Sheets and corresponding interest income and expense are reported on a gross basis in the Condensed Consolidated Statements of Operations.
Fair Value Measurement
In accordance with ASC 820, Fair Value Measurement, the Company defines fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date. The Company uses a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below:
Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar
techniques that use significant unobservable inputs. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management. The Adviser considers observable data to be that market data, which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to management’s perceived risk of that investment.
Valuation of assets and liabilities measured at fair value
The Company has elected the fair value option for investments in CRE loans and other real estate-related assets as the Company believes fair value provides a more accurate depiction of these assets’ values.
CRE loans and Residential bridge loans are generally valued using discounted cash flow analyses incorporating discount rates and assumptions regarding the value of collateral (where appropriate). In determining the appropriate discount rate, reference may be made to published credit spreads on assets or securities of similar credit quality and term or recent market transactions in the case of performing loans. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.
Tax lien investments are generally valued using a yield analysis that considers expected cash flow collections based on pool level characteristics including but not limited to geography, seasonality, historical collection experience, and comparison of current market and collateral conditions to those present at origination or acquisition. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.
The Company’s equity investment in a portfolio of conventional mortgage servicing rights is measured at fair value based primarily on the contractually agreed sales price under a signed purchase and sale agreement. Management believes this approach represents the best estimate of fair value due to a signed purchase and sale agreement that provides for the sale of the entire investment in the near term. The valuation is principally derived from this observable transaction price. Accordingly, the investment is classified within Level 2 of the fair value hierarchy.
Valuation of liabilities not measured at fair value
As of June 30, 2026, the Company’s Repurchase Facilities (as defined below) and Revolving Credit Facility (as defined below) are carried at cost which approximates fair value. Fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt agreements and discounting them back to the present value using an estimated market yield. The inputs used in determining the fair value of the Company’s indebtedness are considered Level 3.
Cash and Cash Equivalents
The Company held $310.5 million and $213.1 million of cash and cash equivalents as of June 30, 2026 and December 31, 2025, respectively, which represents cash on hand, cash held in banks and liquid investments with original maturities of three months or less. The Company may have bank balances in excess of federally insured amounts; however, the Company deposits its cash and cash equivalents with high credit-quality institutions to minimize credit risk.
Restricted Cash
As of June 30, 2026 and December 31, 2025, restricted cash consists primarily of $13.3 million and $36.0 million, respectively, of cash received for subscriptions prior to the date in which the subscriptions are effective, which is held in a bank account controlled by the Company transfer agent but in the name of the Company. As of June 30, 2026 and December 31, 2025, other restricted cash of $105.3 million and $123.6 million, respectively, consist of amounts reserved to service loan interests due to the Company, cash collected and held in deposit accounts subject to Deposit Account Control Agreements, and holdbacks from transaction closings that are contractually due to be paid by the Company.
Deferred Charges
The Company’s deferred charges include financing costs for legal and other loan costs incurred by the Company for its financing agreements. In accordance with ASC 835, Interest, the Company records deferred financing costs as a reduction of the related liability on the Condensed Consolidated Balance Sheets and amortizes using the straight-line method, which approximates the effective interest method, over the term of the applicable financing agreements.
Lender Reserves
As of June 30, 2026 and December 31, 2025, the Company had $54.1 million and $51.0 million, respectively, in obligations related to lender reserves. Lender reserves primarily represent interest, tax and insurance on commercial real estate loans held by the Company on behalf of the borrower and are presented on the Condensed Consolidated Balance Sheets as a liability.
Redeemable Common Shares
The Company classifies common shares held by an affiliate of the Company as redeemable common shares on the Condensed Consolidated Balance Sheets at the greater of their carrying amount or their redemption value. Redemption value is determined based on the Company’s NAV per share of the applicable share class as of the reporting date. Changes in the fair value of redeemable common shares are recorded to additional paid-in capital.
Revenue Recognition
Interest income on loans and financial instruments is accrued based on the outstanding principal amount and contractual terms of the instrument. Origination fees are recorded directly in income in the Condensed Consolidated Statements of Operations within interest income and are not deferred.
Income Taxes
The Company qualifies to be taxed as a REIT under the Code, commencing with its taxable year ended December 31, 2024. The Company’s qualification as a REIT will depend upon its ability to meet, on a continuing basis, through actual investment and operating results, various complex requirements under the Code relating to, among other things, the sources of the Company’s gross income, the composition and value of the Company’s assets, the Company’s distribution levels and the diversity of ownership of the Company’s capital shares. The Company believes that it is organized in conformity with the requirements for qualification as a REIT under the Code and that its manner of operation enables the Company to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes.
As a REIT, the Company generally will not be subject to U.S. federal income tax on its net taxable income that it distributes currently to its shareholders. Under the Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute each year at least 90% of their REIT taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains. If the Company fails to qualify for taxation as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company’s income for that year will be taxed at regular corporate rates, and the Company would be disqualified from taxation as a REIT for the four taxable years following the year during which the Company ceased to qualify as a REIT. Even if the Company qualifies as a REIT for U.S. federal income tax purposes, it may still be subject to state and local taxes on its income and assets and to U.S. federal income and excise taxes on its undistributed income.
Organization and Offering Expense Reimbursement
The Adviser has agreed to advance all of the Company’s organization and offering expenses on the Company’s behalf (including legal, accounting (including NAV calculation), printing, mailing, subscription processing and filing fees and offering expenses, including costs associated with technology integration between the Company’s systems and those of the Company’s participating broker-dealers, due diligence expenses of participating broker-dealers supported by itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of our transfer agent, fees to attend retail seminars sponsored by participating broker-dealers, reimbursements for customary travel, lodging and meals, and fees, expenses and taxes related to the filing, registration and qualification of the Company’s shares or the sale thereof under federal and state laws, but excluding ongoing servicing fees) through August 1, 2025, the first anniversary of the initial closing of the Company’s private offering. The Company is reimbursing the Adviser for all such advanced expenses in equal monthly installments over the 60-month period that began on August 1, 2025. For purposes of calculating our NAV, the organization
and offering expenses paid by the Advisor on our behalf through such date will not be deducted as an expense until reimbursed by us. The Adviser may elect to receive all or a portion of any such reimbursements in the form of cash or Class E shares. To the extent that the Adviser elects to receive any portion of these reimbursements in Class E shares, the Company may repurchase such Class E shares from the Adviser at a later date and such repurchases of Class E shares will not be subject to the repurchase limits of the Company’s share repurchase plan or any Early Repurchase Deduction as described in our Annual Report.
Earnings Per Share
Basic earnings/(loss) per share of common shares is determined by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings/(loss) per share is computed by dividing net earnings/(loss) attributable to shareholders for the period by the weighted average number of common shares and common share equivalents outstanding (unless their effect is antidilutive) for the period. There are no common share equivalents outstanding during the period presented that would have a dilutive effect, and accordingly, the weighted average number of common shares outstanding is identical for both basic and diluted shares.
Share-Based Compensation
Each of the trustees who are not affiliated with the Adviser or Fortress receive $100,000 of Class E shares for services provided annually. The Company accounts for share-based compensation in accordance with ASC 718, Compensation – Stock Compensation and recognizes compensation expense based on the fair value of the award on the date of grant. The award of common shares vests immediately upon issuance. See “Note 6 – Equity and Non-Controlling Interests” for additional information regarding share-based compensation.
Segment Reporting
The Company operates and reports its business as a single reportable segment, which includes originating, acquiring, managing and investing in CRE Debt and other real estate-related assets. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM makes key operating decisions, evaluates financial results, and allocates resources at the consolidated level for the entire portfolio based on consolidated revenues, expenses, and net income as reported on the Condensed Consolidated Statements of Operations. Accordingly, the Company has a single operating and reportable segment and the CODM evaluates profitability using net income. Net income is used by the CODM in assessing the operating performance of the segment. All expense categories in the Condensed Consolidated Statements of Operations are significant and there are no significant segment expenses that require disclosure.
Recently Adopted Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220-40): Reporting Comprehensive Income - Expense Disaggregation Disclosures” (“Topic 220-40”). Topic 220-40 requires the disaggregation of expenses into required categories in disclosures within the footnotes of the financial statements. The FASB identified the required expense categories as: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas producing activities or other depletion expenses. The guidance is effective for annual periods beginning after December 15, 2026. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new guidance on its financial statement disclosures.
3. Commercial Real Estate Loan Investments
The table below summarizes the Company’s commercial real estate loan investments as of June 30, 2026 and December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Type |
|
Loan Amount (1) |
|
|
Outstanding Principal |
|
|
Fair Value |
|
|
Weighted Average Interest Rate(2) |
|
Weighted Average Maturity (years) |
|
|
Weighted Average Maximum Maturity (years)(3) |
|
June 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Loans |
|
$ |
3,052,875 |
|
|
$ |
2,872,427 |
|
|
$ |
2,872,427 |
|
|
SOFR + 3.75% |
|
|
2.45 |
|
|
|
4.16 |
|
Mezzanine loans(4) |
|
|
27,958 |
|
|
|
27,958 |
|
|
|
27,958 |
|
|
SOFR + 4.07% |
|
|
1.79 |
|
|
|
2.69 |
|
Total |
|
$ |
3,080,833 |
|
|
$ |
2,900,385 |
|
|
$ |
2,900,385 |
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Loans |
|
$ |
2,277,216 |
|
|
$ |
2,154,938 |
|
|
$ |
2,154,938 |
|
|
SOFR + 3.71% |
|
|
2.26 |
|
|
|
4.12 |
|
Mezzanine loans(4) |
|
|
22,089 |
|
|
|
22,089 |
|
|
|
22,089 |
|
|
SOFR + 4.25% |
|
|
1.00 |
|
|
|
3.00 |
|
Total |
|
$ |
2,299,305 |
|
|
$ |
2,177,027 |
|
|
$ |
2,177,027 |
|
|
|
|
|
|
|
|
|
(1) Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2) Represents weighted average interest rate of the most recent interest period in effect for each loan as of period end. As of June 30, 2026, loans earn interest at the one-month term Secured Overnight Financing Rate (“SOFR”) plus a spread and are subject to a weighted average rate floor of 6.58%. Payment terms for all loans are interest only with principal due at maturity.
(3) Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.
(4) Mezzanine loans are subordinate to the Company’s senior loans to the same borrowers.
The tables below detail the property type and geographic location of the properties securing the Company’s commercial real estate loan investments as of June 30, 2026 and December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
Property Type |
|
Fair Value |
|
|
Percentage |
|
|
Fair Value |
|
|
Percentage |
|
Multifamily |
|
$ |
1,872,152 |
|
|
|
64.5 |
% |
|
$ |
1,488,577 |
|
|
|
68.4 |
% |
Retail |
|
|
173,195 |
|
|
|
6.0 |
% |
|
|
190,553 |
|
|
|
8.8 |
% |
Hospitality |
|
|
320,644 |
|
|
|
11.1 |
% |
|
|
241,744 |
|
|
|
11.0 |
% |
Industrial |
|
|
385,596 |
|
|
|
13.3 |
% |
|
|
151,332 |
|
|
|
7.0 |
% |
Senior Housing |
|
|
148,798 |
|
|
|
5.1 |
% |
|
|
104,821 |
|
|
|
4.8 |
% |
Total |
|
$ |
2,900,385 |
|
|
|
100 |
% |
|
$ |
2,177,027 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
Geographic Location |
|
Fair Value |
|
|
Percentage |
|
|
Fair Value |
|
|
Percentage |
|
United States: |
|
|
|
|
|
|
|
|
|
|
|
|
East |
|
$ |
1,013,959 |
|
|
|
35.0 |
% |
|
$ |
825,006 |
|
|
|
37.9 |
% |
Midwest |
|
|
96,457 |
|
|
|
3.3 |
% |
|
|
4,530 |
|
|
|
0.2 |
% |
West |
|
|
877,204 |
|
|
|
30.2 |
% |
|
|
720,580 |
|
|
|
33.1 |
% |
South |
|
|
912,765 |
|
|
|
31.5 |
% |
|
|
626,911 |
|
|
|
28.8 |
% |
Total |
|
$ |
2,900,385 |
|
|
|
100 |
% |
|
$ |
2,177,027 |
|
|
|
100 |
% |
The weighted average loan-to-value ratio, a metric utilized in the fair value measurement of the Company’s commercial real estate loan investments, for the Company’s loan investments was approximately 70.33% and 70.28% as of June 30, 2026 and December 31, 2025, respectively.
4. Investments in Real Estate-Related Assets
Mortgage Servicing Rights
As of June 30, 2026 and December 31, 2025, the cost basis of the Company’s investment in the joint venture was $16.6 million and $79.4 million, respectively, and the fair value of the investment was $11.7 million and $74.8 million, respectively. The decrease reflects return of capital received in connection with the sale described in Note 2, and the remaining fair value represents the Company’s estimated share of sale proceeds subject to holdback pending satisfaction of post-closing conditions.
Residential Bridge Loans
The following table details the Company’s investment in residential bridge loans as of June 30, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Loans |
|
Loan Amount(1) |
|
|
Outstanding Principal |
|
|
Fair Value |
|
|
Interest Rate |
|
|
Maximum Maturity Date(2) |
71 |
|
$ |
56,128 |
|
|
$ |
33,604 |
|
|
$ |
33,604 |
|
|
|
10.00 |
% |
|
4/30/2027 |
The following table details the Company’s investment in residential bridge loans as of December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Loans |
|
Loan Amount(1) |
|
|
Outstanding Principal |
|
|
Fair Value |
|
|
Interest Rate |
|
|
Maximum Maturity Date(2) |
64 |
|
$ |
44,692 |
|
|
$ |
27,735 |
|
|
$ |
27,735 |
|
|
|
10.00 |
% |
|
10/31/2026 |
(1) Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2) Maximum maturity date assumes all extension options are exercised.
Tax Lien Investments
As of June 30, 2026, the Company held the following tax lien investments ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location |
|
Lien Count |
|
|
Acquisition Date |
|
Par Value |
|
|
Fair Value |
|
New Jersey |
|
|
615 |
|
|
8/30/2024 |
|
$ |
24,151 |
|
|
$ |
24,077 |
|
Mississippi |
|
|
1,001 |
|
|
9/4/2024 |
|
|
5,611 |
|
|
|
6,108 |
|
Colorado |
|
|
986 |
|
|
10/23/2024 |
|
|
11,613 |
|
|
|
12,215 |
|
California |
|
|
46,928 |
|
|
12/4/2024 |
|
|
47,990 |
|
|
|
50,595 |
|
Illinois |
|
|
203 |
|
|
12/10/2024 |
|
|
6,275 |
|
|
|
6,290 |
|
New York |
|
|
184 |
|
|
2/18/2025 |
|
|
3,172 |
|
|
|
2,942 |
|
Connecticut |
|
|
617 |
|
|
4/28/2025 |
|
|
6,614 |
|
|
|
6,713 |
|
Ohio |
|
|
79 |
|
|
4/28/2025 |
|
|
1,722 |
|
|
|
1,637 |
|
Florida |
|
|
41,381 |
|
|
6/1/2025 |
|
|
299,107 |
|
|
|
298,305 |
|
Alabama |
|
|
2 |
|
|
11/6/2025 |
|
|
124 |
|
|
|
123 |
|
Washington D.C. |
|
|
12 |
|
|
11/6/2025 |
|
|
418 |
|
|
|
413 |
|
Massachusetts |
|
|
13 |
|
|
11/6/2025 |
|
|
547 |
|
|
|
514 |
|
Maryland |
|
|
3 |
|
|
11/6/2025 |
|
|
49 |
|
|
|
48 |
|
Total |
|
|
92,024 |
|
|
|
|
$ |
407,393 |
|
|
$ |
409,980 |
|
As of December 31, 2025, the Company held the following tax lien investments ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location |
|
Lien Count |
|
|
Acquisition Date |
|
Par Value |
|
|
Fair Value |
|
New Jersey |
|
|
1,106 |
|
|
8/30/2024 |
|
$ |
35,392 |
|
|
$ |
35,263 |
|
Mississippi |
|
|
1,433 |
|
|
9/4/2024 |
|
|
7,708 |
|
|
|
8,388 |
|
Colorado |
|
|
1,750 |
|
|
10/23/2024 |
|
|
19,016 |
|
|
|
20,047 |
|
California |
|
|
64,448 |
|
|
12/4/2024 |
|
|
67,386 |
|
|
|
70,974 |
|
Illinois |
|
|
257 |
|
|
12/10/2024 |
|
|
5,946 |
|
|
|
5,921 |
|
New York |
|
|
232 |
|
|
2/18/2025 |
|
|
4,430 |
|
|
|
4,224 |
|
Connecticut |
|
|
631 |
|
|
4/28/2025 |
|
|
5,473 |
|
|
|
5,602 |
|
Ohio |
|
|
163 |
|
|
4/28/2025 |
|
|
2,766 |
|
|
|
2,750 |
|
Florida |
|
|
35,180 |
|
|
6/1/2025 |
|
|
214,964 |
|
|
|
214,326 |
|
Alabama |
|
|
2 |
|
|
11/6/2025 |
|
|
118 |
|
|
|
118 |
|
Washington D.C. |
|
|
16 |
|
|
11/6/2025 |
|
|
579 |
|
|
|
573 |
|
Massachusetts |
|
|
22 |
|
|
11/6/2025 |
|
|
754 |
|
|
|
715 |
|
Maryland |
|
|
3 |
|
|
11/6/2025 |
|
|
42 |
|
|
|
42 |
|
Total |
|
|
105,243 |
|
|
|
|
$ |
364,574 |
|
|
$ |
368,943 |
|
5. Borrowings
Atlas Repurchase Facility
On October 11, 2024, a subsidiary of the Company, FCR DC JV Atlas Seller I LLC, as seller (the “Atlas Seller”), and Atlas Securitized Product Investments 2, L.P., as administrative agent and buyer (“Atlas”), entered into a Master Repurchase Agreement, as amended on April 23, 2025 and January 14, 2026 (together with the related transaction documents, the “Atlas Repurchase Agreement” and, the repurchase facility governed by the Atlas Repurchase Agreement, the “Atlas Repurchase Facility”). The Company provided a guaranty in connection with the Atlas Repurchase Agreement (the “Atlas Guaranty”). On January 14, 2026, the Atlas Seller and Atlas, Atlas Securitized Products Funding 1, L.P., Atlas Securitized Products Funding 2, L.P., Atlas Securitized Products Funding 3, L.P. and Atlas Securitized Products, L.P., each as a buyer, the Company, as guarantor and FCR DC JV Atlas Pledgor LLC, as equity pledgor entered into a second amendment (the “Second Amendment”) to the Master Repurchase Agreement, dated October 11, 2024. Pursuant to the Second Amendment, (i) the financing available in connection with the acquisition and origination by the Company of certain loans, as more particularly described in the Atlas Repurchase Agreement, was increased from an aggregate of $300.0 million to $450.0 million, (ii) Atlas Securitized Products Funding 1, L.P., Atlas Securitized Products Funding 2, L.P., Atlas Securitized Products Funding 3, L.P. and Atlas Securitized Products, L.P. were joined as buyers to the Atlas Repurchase Agreement and related Program Agreements (as defined in the Atlas Repurchase Agreement) and (iii) Credit Events (as defined in the Atlas Repurchase Agreement) were removed as a condition precedent to Margin Deficits (as defined in the Atlas Repurchase Agreement).
In connection with the Second Amendment, on January 14, 2026, the Company entered into a second amendment to guaranty, dated October 11, 2024 (the “Amended Atlas Guaranty”). Pursuant to the Amended Atlas Guaranty, the Company agreed to satisfy certain minimum adjusted net worth standards and certain liquidity requirements.
GS Repurchase Facilities
On August 16, 2024, a subsidiary of the Company, FCR GS Seller I LLC, as seller (the “GS Seller I”), and Goldman Sachs Bank USA, as purchaser (“Goldman Sachs”), entered into a Master Repurchase Agreement (together with the related transaction documents, the “GS Seller I Repurchase Agreement”). On October 11, 2024, a subsidiary of the Company, FCR DC GS Seller III LLC, as seller (the “GS Seller III”), and Goldman Sachs, as purchaser, entered into a Master Repurchase Agreement (together with the related transaction documents, the “GS Seller III Repurchase Agreement”). On December 18, 2024, a subsidiary of the Company, FCR Key GS Seller II LLC, as seller (the “GS Seller II” and, together with the GS Seller I and GS Seller III, the “GS Sellers”), and Goldman Sachs, as purchaser, entered into a Master Repurchase Agreement (together with the related transaction documents, the “GS Seller II Repurchase Agreement” and, together with the GS Seller I Repurchase Agreement and GS Seller III Repurchase Agreement, the “GS Repurchase Agreements” and, the repurchase facilities governed by the GS Repurchase Agreements, the “GS Repurchase Facilities” and, together with the Atlas Repurchase Facility, the “Repurchase Facilities”).
The Company provided guaranties in connection with the GS Repurchase Agreements (the “GS Guaranty I”, the “GS Guaranty II” and the “GS Guaranty III,” respectively, and collectively, the “GS Guaranties”).
On November 20, 2025, (i) GS Seller I and Goldman Sachs as purchaser, entered into a third amendment to the GS Seller I Repurchase Agreement, as previously amended on December 18, 2024 and May 6, 2025 (together with the related transaction documents, the “Third Amended GS Seller I Repurchase Agreement”), (ii) GS Seller III and Goldman Sachs, as purchaser, entered into a third amendment to the GS Seller III Repurchase Agreement, as previously amended on December 18, 2024 and May 6, 2025 (together with the related transaction documents, the “Third Amended GS Seller III Repurchase Agreement”) and (iii) GS Seller II and Goldman Sachs, as purchaser entered into a second amendment to the GS Seller II Repurchase Agreement, as previously amended on May 6, 2025 (together with the related transaction documents, the “Second Amended GS Seller II Repurchase Agreement” and, together with the Third Amended GS Seller I Repurchase Agreement and Third Amended GS Seller III Repurchase Agreement, the “Amended GS Repurchase Agreements”). Pursuant to the Amended GS Repurchase Agreements, the financing available in connection with the acquisition and/or origination by the Company of certain loans, as more particularly described in the Amended GS Repurchase Agreements, was increased to an aggregate amount not to exceed $1.0 billion.
In connection with the Amended GS Repurchase Agreements, on November 20, 2025, the Company entered into a second amendment to guaranty with respect to each of the Third Amended GS Seller I Repurchase Agreement, the Third Amended GS Seller III Repurchase Agreement and the Second Amended GS Seller II Repurchase Agreement, each dated as of the date of the applicable Amended GS Repurchase Agreement (collectively, the “Amended GS Guaranties”). Pursuant to the Amended GS Guaranties, certain financial covenants were amended to reflect the Company’s current status, including to require (i) Tangible Net Worth (as defined in the Amended GS Guaranties) of not less than $750.0 million; provided, that, from and after the date on which the Company has closed not less than $1.5 billion of capital commitments, the Company will be required to maintain a Tangible Net Worth not less than $1.0 billion and (ii) Liquidity (as defined in the Amended GS Guaranties) of not below the greater of (A) $10.0 million and (B) ten percent of the sum of purchase price of certain purchased assets, with respect to clause (B) not to exceed $45.0 million as of such date.
On April 30, 2026, GS Seller I and Goldman Sachs as purchaser, entered into a fourth amendment to the GS Seller I Repurchase Agreement, as previously amended on December 18, 2024, May 6, 2025 and November 20, 2025 (together with the related transaction documents, the “Fourth Amended GS Seller I Repurchase Agreement”). Pursuant to the Fourth Amended GS Seller I Repurchase Agreement, the financing available in connection with the acquisition and/or origination by the Company of certain loans, as more particularly described in the Third Amended GS Seller I Repurchase Agreement, was increased to an aggregate amount not to exceed $1.3 billion during a temporary upsize period ending no later than 180 days after April 30, 2026 (the “Upsize Period”).
In connection with the Fourth Amended GS Seller I Repurchase Agreement, on April 30, 2026, the Company entered into a third amendment to the Guaranty, dated August 16, 2024, and amended on March 18, 2025, May 6, 2025 and November 20, 2025 (the “Amended GS Seller 1 Guaranty”). Pursuant to the Amended GS Seller 1 Guaranty, certain financial covenants were amended to reflect the Company’s current status, including to require Liquidity (as defined in the Amended GS Seller 1 Guaranty) of not below the greater of (A) $10.0 million and (B) ten percent of the sum of purchase price of certain purchased assets, with respect to clause (B) not to exceed $50.0 million as of such date during the Upsize Period and not to exceed $45.0 million as of such date thereafter.
MS Repurchase Facilities
On July 24, 2025, a subsidiary of the Company, FCR MS Seller LLC, as seller (the “MS Seller”), Morgan Stanley Mortgage Capital Holdings LLC (“Morgan Stanley”), as administrative agent for Morgan Stanley Bank, N.A. and such other financial institutions from time to time party thereto as buyers (“MSBNA” and, together with such other financial institutions from time to time party hereto, the “MS Buyers”) entered into a Master Repurchase and Securities Contract Agreement(together with the related transaction documents, the “MS Seller Repurchase Agreement”). The MS Seller Repurchase Agreement provides financing of up to an aggregate of $250.0 million in connection with the acquisition and/or origination by the Company of certain loans as more particularly described in the MS Seller Repurchase Agreement. Subject to the terms and conditions thereof, the MS Seller Repurchase Agreement provides for the purchase, sale and repurchase of mortgage loans, mezzanine loans and participation interests in such mortgage loans satisfying certain conditions set forth in the MS Seller Repurchase Agreement (collectively, the “MS Repurchase Facility”).
Advances under the MS Seller Repurchase Agreement accrue interest at a per annum rate equal to Term SOFR for a one-month period plus a margin as agreed upon by MSBNA and the MS Seller for each transaction. The termination date of the MS Seller Repurchase Agreement is July 24, 2029, as such date may be extended with availability for new transactions pursuant to a
one-year extension option, subject to satisfaction of certain customary conditions in accordance with the MS Seller Repurchase Agreement.
In connection with the MS Seller Repurchase Agreement, the Company entered into a Guaranty and Indemnity agreement, dated July 24, 2025 (the “MS Guaranty”), under which the Company guarantees (the “Guaranty”) the obligations of the MS Seller under the MS Repurchase Agreement, provided, however, that the maximum liability of the Company pursuant to the MS Guaranty shall not exceed 25% of the then-outstanding principal amount of the MS Repurchase Facility. Notwithstanding the foregoing, such limitation on the Company’s Guaranty may be nullified in certain circumstances, including if the MS Seller or the Company become the subject of a voluntary or collusive involuntary proceeding under any bankruptcy, insolvency or similar law and for other customary insolvency related actions. The Company is also liable under the MS Guaranty for costs, expenses, damages and losses actually incurred by the MS Buyers or Morgan Stanley, in its capacity as administrative agent, resulting from customary “bad boy” events pertaining to the Company and/or the MS Seller as described in the MS Guaranty.
On March 12, 2026, the MS Seller, Morgan Stanley, as administrative agent for MS Buyers entered into an amendment (the “Amended MS Seller Repurchase Agreement”) to the MS Seller Repurchase Agreement. Pursuant to the Amended MS Seller Repurchase Agreement, the financing available in connection with the acquisition and/or origination by the Company of certain loans as more particularly described in the MS Seller Repurchase Agreement was increased from an aggregate of $250.0 million to $500.0 million.
The Amended MS Seller Repurchase Agreement and the MS Guaranty contain various restrictions and covenants that are customary for similar agreements, including financial covenants relating to the Company’s minimum net worth, liquidity and maximum leverage.
NS Seller I Repurchase Facility
On November 21, 2025, a subsidiary of the Company, FCR NS Seller I LLC, as seller (the “NS Seller I”), and Goldman Sachs, as buyer and as repo agent, entered into a Master Repurchase Agreement (together with the related transaction documents, the “NS Seller I Repurchase Agreement”). The NS Seller I Repurchase Agreement provides financing of up to an aggregate of $200.0 million in connection with the acquisition by the Company or an affiliate of the Company of certain loans as more particularly described in the NS Seller I Repurchase Agreement. Subject to the terms and conditions thereof, the NS Seller I Repurchase Agreement provides for the purchase, sale and repurchase of mortgage loans secured by residential, multi-family or commercial property satisfying certain conditions set forth in the NS Seller I Repurchase Agreement (collectively, the “NS Seller I Repurchase Facility”).
Advances under the NS Seller I Repurchase Agreement accrue interest at a per annum rate equal to Term SOFR for a one-month period plus a margin as agreed upon by Goldman Sachs and the NS Seller I for each transaction. The termination date of the NS Seller I Repurchase Agreement is November 21, 2027, as such date may be extended with availability for new transactions pursuant to a one-year extension option, subject to satisfaction of certain customary conditions in accordance with the NS Seller I Repurchase Agreement.
In connection with the NS Seller I Repurchase Agreement, the Company provided guaranties (the “NS Guaranty I”), under which the Company (i) guarantees losses associated with customary non-recourse carve-outs with respect to the Company and the NS Seller I and (ii) agrees to satisfy certain financial covenants including minimum net worth, liquidity and interest coverage and maximum leverage. The NS Guaranty I may become fully recourse to the Company up to the entire amount needed for the NS Seller I to repurchase the loans and interests in such loans comprising the NS Seller I Repurchase Facility if the NS Seller I or the Company become the subject of a voluntary or involuntary proceeding under any bankruptcy, insolvency or similar law. The Company is also liable under the NS Guaranty I for costs, expenses, damages and losses actually incurred by Goldman Sachs resulting from customary “bad boy” events pertaining to the Company and/or the NS Seller I as described in the NS Guaranty I.
Santander Repurchase Facility
On April 8, 2026, subsidiaries of the Company, FCR CRE Toro Seller LLC and Dwight FCR-2025 LLC, each as seller (each, a “Santander Seller” and together, the “Santander Sellers”) and Banco Santander, S.A. New York Branch (the “Santander Buyer”) entered into an Uncommitted Master Repurchase Agreement (together with the related transaction documents, the “Santander Repurchase Agreement”). The Santander Repurchase Agreement provides up to an aggregate of $350.0 million of uncommitted financing in connection with the acquisition and/or origination by the Company of certain loans as more particularly described in the Santander Repurchase Agreement. Subject to the terms and conditions thereof, the Santander Repurchase Agreement provides for the purchase, sale and repurchase of mortgage loans, mezzanine
loans and participation interests in such mortgage loans satisfying certain conditions set forth in the Santander Repurchase Agreement (collectively, the “Santander Repurchase Facility”).
Advances under the Santander Repurchase Agreement accrue interest at a per annum rate equal to Term SOFR for a one-month period plus a margin as agreed upon by the Santander Buyer and the applicable Santander Seller for each transaction. The termination date of the Santander Repurchase Agreement is April 8, 2029, as such date may be extended without availability for new transactions for an amortization extension period of up to one additional year, subject to satisfaction of certain customary conditions in accordance with the Santander Repurchase Agreement.
In connection with the Santander Repurchase Agreement, the Company entered into a Limited Guaranty Agreement, dated April 8, 2026 (the “Santander Guaranty”), under which the Company (i) guarantees losses associated with customary non-recourse carve-outs with respect to the Company and the Santander Sellers and (ii) agrees to satisfy certain financial covenants including minimum net worth, liquidity and maximum leverage. The Santander Guaranty may become fully recourse to the Company up to the entire amount needed for the Santander Sellers to repurchase the loans and interests in such loans comprising the Santander Repurchase Facility if the Santander Sellers or the Company become the subject of a voluntary or collusive involuntary proceeding under any bankruptcy, insolvency or similar law and for other customary insolvency related actions. The Company is also liable under the Santander Guaranty for costs, expenses, damages and losses actually incurred by the Santander Buyer resulting from customary “bad boy” events pertaining to the Company and/or any Santander Seller as described in the Santander Guaranty.
Revolving Credit Facility
On November 8, 2024, FCR TL Holdings LLC, an indirect, wholly-owned subsidiary of the Company (the “FCR TL Holdings”), as borrower, entered into a Loan and Security Agreement (the “Subsidiary Loan Agreement” and the revolving credit facility governed by the Subsidiary Loan Agreement, the “Revolving Credit Facility”) with JPMorgan Chase Bank, N.A., (“JPMorgan”), as administrative agent.
On May 1, 2025, FCR TL Holdings, as borrower, JPMorgan, as administrative agent and lender, and the Company, as guarantor, entered into Amendment No. 1 to the Revolving Credit Facility (“Revolving Credit Facility Amendment No. 1”). Pursuant to the Revolving Credit Facility Amendment, the limitation on the maximum amount borrowable under the Revolving Credit Facility was amended to remove limitations based on the borrowings of other Fortress funds on facilities between such entities and JPMorgan. The maximum loan amount under the Revolving Credit Facility remains at $300.0 million, subject to the termination and condition set forth in the Revolving Credit Facility.
On August 14, 2025, FCR TL Holdings, as borrower, the Company, as guarantor, and JPMorgan, as administrative agent and lender, entered into the Amendment No. 2 to the Revolving Credit Facility (“Revolving Credit Facility Amendment No.2”). Pursuant to the Revolving Credit Facility Amendment No. 2, the “Applicable Margin” for purposes of calculating interest on any outstanding borrowings was reduced from two percent (2.00%) to one point eight five percent (1.85%). At any time the outstanding borrowings under the Revolving Credit Facility are at least 5% less than the Borrowing Base (as defined in the Subsidiary Loan Agreement), the Applicable Margin will be further reduced to one point seven five percent (1.75%).
On November 6, 2025, FCR TL Holdings, as borrower, the Company, as guarantor, and JPMorgan, as administrative agent and lender, entered into the Amendment No. 3 (the “Revolving Credit Facility Amendment No. 3”) to the Subsidiary Loan Agreement. Pursuant to the Revolving Credit Facility Amendment No. 3, the maximum loan amount under the Revolving Credit Facility was increased from $300.0 million to $400.0 million and certain other legacy defined terms that no longer apply, were removed.
On April 14, 2026, FCR TL Holdings, as borrower, the Company, as guarantor, and JPMorgan, as administrative agent and lender, entered into the Amendment No. 4 (the “Revolving Credit Facility Amendment No. 4”) to the Subsidiary Loan Agreement. Pursuant to the Revolving Credit Facility Amendment No. 4, the Available Period (as defined in the Subsidiary Loan Agreement) was extended to (but excluding) October 15, 2027 and the maturity date of the Revolving Credit Facility was extended to October 15, 2028 or such earlier date upon which the Subsidiary Loan Agreement shall terminate in accordance with the provisions thereof.
The table below summarizes the Company’s Repurchase Facilities and Revolving Credit Facility borrowings as of June 30, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Outstanding Balance as of June 30, 2026 |
|
|
Maximum Facility Size |
|
|
Weighted Average Interest Rate |
|
|
Maturity Date |
Repurchase Facilities: |
|
|
|
|
|
|
|
|
|
|
|
GS Seller I Repurchase Facility |
|
$ |
974,707 |
|
|
$ |
1,118,415 |
|
|
|
5.95 |
% |
|
8/16/2027 |
GS Seller II Repurchase Facility |
|
|
57,180 |
|
|
|
57,180 |
|
|
|
5.74 |
% |
|
8/16/2027 |
GS Seller III Repurchase Facility |
|
|
124,405 |
|
|
|
124,405 |
|
|
|
5.66 |
% |
|
8/16/2027 |
Atlas Repurchase Facility |
|
|
339,470 |
|
|
|
450,000 |
|
|
|
5.87 |
% |
|
10/11/2027 |
Morgan Stanley Repurchase Facility |
|
|
422,724 |
|
|
|
500,000 |
|
|
|
5.38 |
% |
|
7/24/2029 |
NS Seller I Repurchase Facility |
|
|
— |
|
|
|
200,000 |
|
|
|
— |
% |
|
11/21/2027 |
Santander Repurchase Facility |
|
|
117,066 |
|
|
|
350,000 |
|
|
|
5.18 |
% |
|
4/8/2029 |
Total Repurchase Facilities |
|
|
2,035,552 |
|
|
|
2,800,000 |
|
|
|
|
|
|
Deferred Financing Costs, net |
|
|
(5,418 |
) |
|
|
|
|
|
|
|
|
Total Repurchase Facilities, net |
|
|
2,030,134 |
|
|
|
|
|
|
|
|
|
Revolving Credit Facility: |
|
|
|
|
|
|
|
|
|
|
|
JPM Revolving Credit Facility |
|
|
314,271 |
|
|
|
400,000 |
|
|
|
5.39 |
% |
|
10/15/2028 |
Deferred Financing Costs, net |
|
|
(82 |
) |
|
|
|
|
|
|
|
|
Revolving Credit Facility, net |
|
|
314,189 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,344,323 |
|
|
$ |
3,200,000 |
|
|
|
|
|
|
The table below summarizes the Company’s Repurchase Facilities and Revolving Credit Facility borrowings as of December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal Outstanding Balance as of December 31, 2025 |
|
|
Maximum Facility Size |
|
|
Weighted Average Interest Rate |
|
|
Maturity Date |
Repurchase Facilities: |
|
|
|
|
|
|
|
|
|
|
|
GS Seller I Repurchase Facility |
|
$ |
784,949 |
|
|
$ |
859,027 |
|
|
|
6.23 |
% |
|
8/16/2027 |
GS Seller II Repurchase Facility |
|
|
57,180 |
|
|
|
57,180 |
|
|
|
6.07 |
% |
|
8/16/2027 |
GS Seller III Repurchase Facility |
|
|
83,793 |
|
|
|
83,793 |
|
|
|
6.20 |
% |
|
8/16/2027 |
Atlas Repurchase Facility |
|
|
264,653 |
|
|
|
300,000 |
|
|
|
6.19 |
% |
|
10/11/2027 |
Morgan Stanley Repurchase Facility |
|
|
202,350 |
|
|
|
250,000 |
|
|
|
5.62 |
% |
|
7/24/2029 |
NS Seller I Repurchase Facility |
|
|
— |
|
|
|
200,000 |
|
|
|
— |
% |
|
11/21/2027 |
Total Repurchase Facilities |
|
|
1,392,925 |
|
|
|
1,750,000 |
|
|
|
|
|
|
Deferred Financing Costs, net |
|
|
(5,946 |
) |
|
|
|
|
|
|
|
|
Total Repurchase Facilities, net |
|
|
1,386,979 |
|
|
|
|
|
|
|
|
|
Revolving Credit Facility: |
|
|
|
|
|
|
|
|
|
|
|
JPM Revolving Credit Facility |
|
|
295,207 |
|
|
|
400,000 |
|
|
|
6.11 |
% |
|
5/8/2027 |
Deferred Financing Costs, net |
|
|
(129 |
) |
|
|
|
|
|
|
|
|
Revolving Credit Facility, net |
|
|
295,078 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,682,057 |
|
|
$ |
2,150,000 |
|
|
|
|
|
|
The table below shows the aggregate amount of maturities of our outstanding borrowings over the next five years and thereafter as of June 30, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
Year |
|
Repurchase Facilities |
|
|
Revolving Credit Facility |
|
2026 (Remaining) |
|
$ |
— |
|
|
$ |
— |
|
2027 |
|
|
1,495,762 |
|
|
|
— |
|
2028 |
|
|
— |
|
|
|
314,271 |
|
2029 |
|
|
539,790 |
|
|
|
— |
|
2030 |
|
|
— |
|
|
|
— |
|
2031 |
|
|
— |
|
|
|
— |
|
Thereafter |
|
|
— |
|
|
|
— |
|
Total |
|
$ |
2,035,552 |
|
|
$ |
314,271 |
|
The Company is subject to various financial and operational covenants under the Repurchase Facilities and Revolving Credit Facility. These covenants require the Company to maintain certain financial ratios, which include leverage and fixed charge coverage, among others. As of June 30, 2026, the Company was in compliance with all of its financial loan covenants.
6. Equity and Non-Controlling Interests
Authorized Capital
As of June 30, 2026, the Company had the authority to issue an unlimited number of preferred shares and 13 classes of common shares including Class B, Class R, Class J-1, Class J-2, Class J-3, Class J-4, Class J-5, Class S, Class D, Class I, Class E, Class F-I and Class F-S. Class E shares are classified as redeemable common shares on the Company’s Condensed Consolidated Balance Sheets. Each class of common shares and preferred shares has a par value of $0.01. The Company’s board of trustees has the ability to establish the preferences and rights of each class or series of preferred shares, without shareholder approval, and as such, it may afford the holders of any series or class of preferred shares preferences, powers and rights senior to the rights of holders of common shares. The differences among the common share classes relate to ongoing servicing fees, management fees, performance participation allocation and share repurchase rights. Other than differences in fees and repurchase rights, each class of common shares has the same economic and voting rights.
Common Shares
For the three months ended June 30, 2026 and 2025, the below tables detail the movement in the Company’s outstanding common shares (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
|
Total |
|
March 31, 2026 |
|
|
26,245 |
|
|
|
4,347 |
|
|
|
16,139 |
|
|
|
3,420 |
|
|
|
5,942 |
|
|
|
1,527 |
|
|
|
7,187 |
|
|
|
1,287 |
|
|
|
— |
|
|
|
— |
|
|
|
66,094 |
|
Common shares issued |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,143 |
|
|
|
161 |
|
|
|
1,427 |
|
|
|
5 |
|
|
|
39 |
|
|
|
131 |
|
|
|
2,906 |
|
Distribution reinvestment |
|
|
154 |
|
|
|
23 |
|
|
|
172 |
|
|
|
50 |
|
|
|
50 |
|
|
|
17 |
|
|
|
52 |
|
|
|
5 |
|
|
|
— |
|
|
|
— |
|
|
|
523 |
|
Class transfers |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(47 |
) |
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(50 |
) |
June 30, 2026 |
|
|
26,399 |
|
|
|
4,370 |
|
|
|
16,311 |
|
|
|
3,470 |
|
|
|
7,088 |
|
|
|
1,702 |
|
|
|
8,669 |
|
|
|
1,294 |
|
|
|
39 |
|
|
|
131 |
|
|
|
69,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 |
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
|
Total |
|
March 31, 2025 |
|
|
17,659 |
|
|
|
3,571 |
|
|
|
8,365 |
|
|
|
2,251 |
|
|
|
— |
|
|
|
— |
|
|
|
184 |
|
|
|
1,274 |
|
|
|
— |
|
|
|
— |
|
|
|
33,304 |
|
Common shares issued |
|
|
4,430 |
|
|
|
851 |
|
|
|
7,063 |
|
|
|
998 |
|
|
|
2,271 |
|
|
|
297 |
|
|
|
1,113 |
|
|
|
10 |
|
|
|
— |
|
|
|
— |
|
|
|
17,033 |
|
Distribution reinvestment |
|
|
122 |
|
|
|
18 |
|
|
|
125 |
|
|
|
35 |
|
|
|
5 |
|
|
|
— |
|
|
|
2 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
310 |
|
Class transfers |
|
|
8 |
|
|
|
(8 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
(5 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9 |
) |
June 30, 2025 |
|
|
22,219 |
|
|
|
4,432 |
|
|
|
15,553 |
|
|
|
3,284 |
|
|
|
2,276 |
|
|
|
297 |
|
|
|
1,295 |
|
|
|
1,282 |
|
|
|
— |
|
|
|
— |
|
|
|
50,638 |
|
For the six months ended June 30, 2026 and 2025, the below tables detail the movement in the Company’s outstanding common shares (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
|
Total |
|
December 31, 2025 |
|
|
25,338 |
|
|
|
4,474 |
|
|
|
15,867 |
|
|
|
3,372 |
|
|
|
5,116 |
|
|
|
1,107 |
|
|
|
5,359 |
|
|
|
1,268 |
|
|
|
— |
|
|
|
— |
|
|
|
61,901 |
|
Common shares issued |
|
|
708 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,024 |
|
|
|
576 |
|
|
|
3,214 |
|
|
|
20 |
|
|
|
39 |
|
|
|
131 |
|
|
|
6,712 |
|
Distribution reinvestment |
|
|
303 |
|
|
|
46 |
|
|
|
344 |
|
|
|
98 |
|
|
|
94 |
|
|
|
30 |
|
|
|
93 |
|
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
1,017 |
|
Class transfers |
|
|
50 |
|
|
|
(150 |
) |
|
|
100 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
|
(3 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(146 |
) |
|
|
(11 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(157 |
) |
June 30, 2026 |
|
|
26,399 |
|
|
|
4,370 |
|
|
|
16,311 |
|
|
|
3,470 |
|
|
|
7,088 |
|
|
|
1,702 |
|
|
|
8,669 |
|
|
|
1,294 |
|
|
|
39 |
|
|
|
131 |
|
|
|
69,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
|
Total |
|
December 31, 2024 |
|
|
9,401 |
|
|
|
976 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
18 |
|
|
|
1,133 |
|
|
|
— |
|
|
|
— |
|
|
|
11,528 |
|
Common shares issued |
|
|
12,598 |
|
|
|
3,445 |
|
|
|
15,413 |
|
|
|
3,241 |
|
|
|
2,271 |
|
|
|
297 |
|
|
|
1,279 |
|
|
|
148 |
|
|
|
— |
|
|
|
— |
|
|
|
38,692 |
|
Distribution reinvestment |
|
|
205 |
|
|
|
26 |
|
|
|
140 |
|
|
|
43 |
|
|
|
5 |
|
|
|
— |
|
|
|
2 |
|
|
|
6 |
|
|
|
— |
|
|
|
— |
|
|
|
427 |
|
Class transfers |
|
|
15 |
|
|
|
(15 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Common shares repurchased |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4 |
) |
|
|
(5 |
) |
|
|
— |
|
|
|
— |
|
|
|
(9 |
) |
June 30, 2025 |
|
|
22,219 |
|
|
|
4,432 |
|
|
|
15,553 |
|
|
|
3,284 |
|
|
|
2,276 |
|
|
|
297 |
|
|
|
1,295 |
|
|
|
1,282 |
|
|
|
— |
|
|
|
— |
|
|
|
50,638 |
|
Redeemable Common Shares
Affiliates of the Adviser hold Class E shares of the Company. See Note 9 - Related Party Transactions for further details on related party share ownership. The ability of the Class E holders to redeem the Class E shares for cash is outside of the Company’s control. Therefore, the Company has classified these Class E shares that are held by affiliates of the Adviser as redeemable common shares outside of equity on the Company’s Condensed Consolidated Balance Sheets. The Company received proceeds from the issuance of redeemable common shares of $0.2 million and $0.3 million for the three and six months ended June 30, 2026, respectively. The Company received proceeds from the issuance of redeemable common shares of $0.3 million and $2.9 million for the three and six months ended June 30, 2025, respectively.
As of June 30, 2026 and December 31, 2025, the Company had 1,294,208 and 1,267,756 redeemable common shares issued and outstanding, respectively.
The redeemable common shares are recorded at the greater of (i) their carrying amount, or (ii) their redemption value, which is equivalent to the fair value of the shares at the end of each measurement period. Accordingly, the Company did not record an allocation adjustment for the three and six months ended June 30, 2026. An allocation adjustment of $20,243 and $83,528 were recorded for the three and six months ended June 30, 2025, respectively.
Share Repurchases
The Company has adopted a share repurchase plan whereby, subject to certain limitations, shareholders may request, on a quarterly basis, that the Company repurchase all or any portion of their shares. The aggregate NAV of total repurchases of the Company’s common shares under the Company’s share repurchase plan is limited to no more than 5% of the Company’s aggregate NAV per quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding three months). Shares issued to the Adviser and its affiliates as payment for management fees, performance fees or as reimbursements of expenses are subject to the repurchase plan but exempt from the redemption limitations.
Other than as described for redeemable common shares, the Company is not obligated to repurchase any shares, including shares held by the Adviser acquired as payment of the Adviser’s management fee or performance fee, and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all, in its discretion at any time. Further, the Company’s board of trustees may make exceptions to, modify or suspend the Company’s share repurchase plan (including to make exceptions to the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in the Company’s best interest. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the quarter will be repurchased on a pro rata basis.
The Company repurchased 49,518 and 157,600 common shares for $1.0 million and $3.1 million for the three and six months ended June 30, 2026, respectively. $1.0 million was payable to investors as of June 30, 2026. The Company had no unfulfilled repurchase requests during the three and six months ended June 30, 2026.
The Company repurchased 9,080 common shares for $0.2 million for the three and six months ended June 30, 2025.
Distributions
The Company generally intends to distribute substantially all of its taxable income, which does not necessarily equal net income in accordance with GAAP, to its shareholders each year to comply with the REIT provisions of the Code. Each class of common shares receive the same gross distribution per share during the period.
For the three months ended June 30, 2026 and 2025, the aggregate net distributions declared for each applicable class of common shares are below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
|
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I(1) |
|
|
Class F-S(1) |
|
Aggregate net distributions declared per share of common shares |
|
$ |
0.4128 |
|
|
$ |
0.3709 |
|
|
$ |
0.3883 |
|
|
$ |
0.4007 |
|
|
$ |
0.3392 |
|
|
$ |
0.3250 |
|
|
$ |
0.3671 |
|
|
$ |
0.4628 |
|
|
$ |
0.2749 |
|
|
$ |
0.2465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 |
|
|
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S(2) |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
Aggregate net distributions declared per share of common shares |
|
$ |
0.3694 |
|
|
$ |
0.3272 |
|
|
$ |
0.3447 |
|
|
$ |
0.3573 |
|
|
$ |
0.3310 |
|
|
$ |
0.2144 |
|
|
$ |
0.3558 |
|
|
$ |
0.4196 |
|
|
$ |
— |
|
|
$ |
— |
|
(1)Shares were outstanding for a portion of the three months ended June 30, 2026.
(2)Shares were outstanding for a portion of the three months ended June 30, 2025.
For the six months ended June 30, 2026 and 2025, the aggregate net distributions declared for each applicable class of common shares are below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I(1) |
|
|
Class F-S(1) |
|
Aggregate net distributions declared per share of common shares |
|
$ |
0.8264 |
|
|
$ |
0.7425 |
|
|
$ |
0.7773 |
|
|
$ |
0.8023 |
|
|
$ |
0.6751 |
|
|
$ |
0.6457 |
|
|
$ |
0.7327 |
|
|
$ |
0.9265 |
|
|
$ |
0.2749 |
|
|
$ |
0.2465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1(2) |
|
|
Class J-2(2) |
|
|
Class J-4(2) |
|
|
Class S(2) |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
Aggregate net distributions declared per share of common shares |
|
$ |
0.7726 |
|
|
$ |
0.6879 |
|
|
$ |
0.5974 |
|
|
$ |
0.6183 |
|
|
$ |
0.3310 |
|
|
$ |
0.2144 |
|
|
$ |
0.6959 |
|
|
$ |
0.8228 |
|
|
$ |
— |
|
|
$ |
— |
|
(1)Shares were outstanding for a portion of the six months ended June 30, 2026.
(2)Shares were outstanding for a portion of the six months ended June 30, 2025.
Non-controlling Interests
As of June 30, 2026, the Company had one entity with non-controlling interests which the Company consolidates. As of June 30, 2026, equity of the joint venture was $178.2 million, of which the Company owned $151.8 million and the remaining $26.4 million was allocated to non-controlling interests.
As of December 31, 2025, total equity of the joint ventures was $158.4 million, of which the Company owned $134.5 million and the remaining $23.9 million was allocated to non-controlling interests.
Share Based Compensation
The Company accrued $0.2 million and $0.3 million of non-cash compensation expense as of June 30, 2026 and December 31, 2025, respectively.
7. Earnings Per Share
Basic earnings/(loss) per common share is determined by dividing net income/(loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period. All classes of common shares are allocated income/(loss) at the same rate per share and receive the same gross distribution per share before class-specific fees and accruals/allocations. To the extent that class-specific fees and accruals/allocations are applicable they will be deducted to arrive at class specific net income/(loss) per share and net distribution rate per share.
For the three and six months ended June 30, 2026 and 2025 net earnings per common share is computed as below ($ in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
|
Total |
|
Net income |
|
$ |
9,747 |
|
|
$ |
1,615 |
|
|
$ |
6,017 |
|
|
$ |
1,278 |
|
|
$ |
2,076 |
|
|
$ |
512 |
|
|
$ |
2,532 |
|
|
$ |
542 |
|
|
$ |
7 |
|
|
$ |
21 |
|
|
$ |
24,347 |
|
Weighted average number of common shares outstanding |
|
|
26,347 |
|
|
|
4,362 |
|
|
|
16,254 |
|
|
|
3,453 |
|
|
|
6,717 |
|
|
|
1,648 |
|
|
|
8,165 |
|
|
|
1,291 |
|
|
|
21 |
|
|
|
68 |
|
|
|
68,326 |
|
Earnings per common share — basic and diluted |
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.37 |
|
|
$ |
0.31 |
|
|
$ |
0.31 |
|
|
$ |
0.31 |
|
|
$ |
0.42 |
|
|
$ |
0.33 |
|
|
$ |
0.31 |
|
|
$ |
0.36 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 |
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
|
Total |
|
Net income |
|
$ |
8,216 |
|
|
$ |
1,691 |
|
|
$ |
5,864 |
|
|
$ |
1,249 |
|
|
$ |
476 |
|
|
$ |
60 |
|
|
$ |
275 |
|
|
$ |
553 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
18,384 |
|
Weighted average number of common shares outstanding |
|
|
21,441 |
|
|
|
4,428 |
|
|
|
15,335 |
|
|
|
3,270 |
|
|
|
1,343 |
|
|
|
166 |
|
|
|
783 |
|
|
|
1,283 |
|
|
|
— |
|
|
|
— |
|
|
|
48,049 |
|
Earnings per common share — basic and diluted |
|
$ |
0.38 |
|
|
$ |
0.38 |
|
|
$ |
0.38 |
|
|
$ |
0.38 |
|
|
$ |
0.35 |
|
|
$ |
0.36 |
|
|
$ |
0.35 |
|
|
$ |
0.43 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
|
Total |
|
Net income |
|
$ |
19,486 |
|
|
$ |
3,261 |
|
|
$ |
11,984 |
|
|
$ |
2,547 |
|
|
$ |
3,902 |
|
|
$ |
923 |
|
|
$ |
4,614 |
|
|
$ |
1,085 |
|
|
$ |
7 |
|
|
$ |
21 |
|
|
$ |
47,830 |
|
Weighted average number of common shares outstanding |
|
|
26,256 |
|
|
|
4,393 |
|
|
|
16,134 |
|
|
|
3,428 |
|
|
|
6,243 |
|
|
|
1,467 |
|
|
|
7,334 |
|
|
|
1,288 |
|
|
|
11 |
|
|
|
34 |
|
|
|
66,588 |
|
Earnings per common share — basic and diluted |
|
$ |
0.74 |
|
|
$ |
0.74 |
|
|
$ |
0.74 |
|
|
$ |
0.74 |
|
|
$ |
0.63 |
|
|
$ |
0.63 |
|
|
$ |
0.63 |
|
|
$ |
0.84 |
|
|
$ |
0.64 |
|
|
$ |
0.62 |
|
|
$ |
0.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-4 |
|
|
Class S |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
|
Total |
|
Net income |
|
$ |
14,831 |
|
|
$ |
3,096 |
|
|
$ |
7,137 |
|
|
$ |
1,708 |
|
|
$ |
476 |
|
|
$ |
60 |
|
|
$ |
313 |
|
|
$ |
1,119 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
28,740 |
|
Weighted average number of common shares outstanding |
|
|
18,314 |
|
|
|
3,827 |
|
|
|
9,659 |
|
|
|
2,352 |
|
|
|
675 |
|
|
|
83 |
|
|
|
455 |
|
|
|
1,263 |
|
|
|
— |
|
|
|
— |
|
|
|
36,628 |
|
Earnings per common share — basic and diluted |
|
$ |
0.81 |
|
|
$ |
0.81 |
|
|
$ |
0.74 |
|
|
$ |
0.73 |
|
|
$ |
0.71 |
|
|
$ |
0.72 |
|
|
$ |
0.69 |
|
|
$ |
0.89 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
0.78 |
|
8. Fair Value of Financial Instruments
The following table presents the Company’s investment assets carried at fair value on a recurring basis on the Condensed Consolidated Balance Sheets by their level in the fair value hierarchy as of June 30, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
Commercial real estate loan investments |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,900,385 |
|
Investments in real estate-related assets: |
|
|
|
|
|
|
|
|
|
Mortgage servicing rights |
|
|
— |
|
|
|
11,647 |
|
|
|
— |
|
Residential bridge loans |
|
|
— |
|
|
|
— |
|
|
|
33,604 |
|
Tax liens |
|
|
— |
|
|
|
— |
|
|
|
409,980 |
|
Total investments in real estate-related assets: |
|
|
— |
|
|
|
11,647 |
|
|
|
443,584 |
|
Total |
|
$ |
— |
|
|
$ |
11,647 |
|
|
$ |
3,343,969 |
|
On March 31, 2026, the Company transferred the outstanding balance of the Company’s mortgage servicing rights portfolio of $73.4 million from Level 3 to Level 2 as a result of executing a signed purchase and sale agreement.
The following table presents the Company’s investment assets carried at fair value on a recurring basis on the Condensed Consolidated Balance Sheets by their level in the fair value hierarchy as of December 31, 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Financial Assets: |
|
|
|
|
|
|
|
|
|
Commercial real estate loan investments |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,177,027 |
|
Investments in real estate-related assets: |
|
|
|
|
|
|
|
|
|
Mortgage servicing rights |
|
|
— |
|
|
|
— |
|
|
|
74,848 |
|
Residential bridge loans |
|
|
— |
|
|
|
— |
|
|
|
27,735 |
|
Tax liens |
|
|
— |
|
|
|
— |
|
|
|
368,943 |
|
Total investments in real estate-related assets: |
|
|
— |
|
|
|
— |
|
|
|
471,526 |
|
Total |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,648,553 |
|
The following tables summarize changes in investments for the three and six months ended June 30, 2026 and 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
|
|
Commercial Real Estate Loan Investments |
|
|
Mortgage Servicing Rights |
|
|
Residential Bridge Loans |
|
|
Tax Liens |
|
Balance at March 31, 2026 |
|
$ |
2,428,080 |
|
|
$ |
73,396 |
|
|
$ |
27,570 |
|
|
$ |
285,331 |
|
Loan originations and fundings |
|
|
510,741 |
|
|
|
— |
|
|
|
8,302 |
|
|
|
235,014 |
|
Repayments |
|
|
(38,436 |
) |
|
|
— |
|
|
|
(2,268 |
) |
|
|
(109,347 |
) |
Return of capital |
|
|
— |
|
|
|
(61,167 |
) |
|
|
— |
|
|
|
— |
|
Net realized loss on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(585 |
) |
Net unrealized loss on investments |
|
|
— |
|
|
|
(582 |
) |
|
|
— |
|
|
|
(433 |
) |
Balance at June 30, 2026 |
|
$ |
2,900,385 |
|
|
$ |
11,647 |
|
|
$ |
33,604 |
|
|
$ |
409,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2025 |
|
|
|
Commercial Real Estate Loan Investments |
|
|
Mortgage Servicing Rights |
|
|
Residential Bridge Loans |
|
|
Tax Liens |
|
Balance at March 31, 2025 |
|
$ |
871,906 |
|
|
$ |
79,376 |
|
|
$ |
3,029 |
|
|
$ |
56,144 |
|
Loan originations and fundings |
|
|
446,472 |
|
|
|
2,525 |
|
|
|
16,858 |
|
|
|
311,854 |
|
Repayments |
|
|
— |
|
|
|
— |
|
|
|
(274 |
) |
|
|
(26,824 |
) |
Return of capital |
|
|
— |
|
|
|
(358 |
) |
|
|
— |
|
|
|
— |
|
Net realized loss on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(317 |
) |
Net unrealized loss on investments |
|
|
— |
|
|
|
(262 |
) |
|
|
— |
|
|
|
— |
|
Balance at June 30, 2025 |
|
$ |
1,318,378 |
|
|
$ |
81,281 |
|
|
$ |
19,613 |
|
|
$ |
340,857 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2026 |
|
|
|
Commercial Real Estate Loan Investments |
|
|
Mortgage Servicing Rights |
|
|
Residential Bridge Loans |
|
|
Tax Liens |
|
Balance at December 31, 2025 |
|
$ |
2,177,027 |
|
|
$ |
74,848 |
|
|
$ |
27,735 |
|
|
$ |
368,943 |
|
Loan originations and fundings |
|
|
835,623 |
|
|
|
50 |
|
|
|
15,267 |
|
|
|
239,447 |
|
Repayments |
|
|
(113,614 |
) |
|
|
— |
|
|
|
(9,398 |
) |
|
|
(196,615 |
) |
Return of capital |
|
|
— |
|
|
|
(62,783 |
) |
|
|
— |
|
|
|
— |
|
Net realized loss on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,405 |
) |
Net unrealized gain (loss) on investments |
|
|
1,349 |
|
|
|
(468 |
) |
|
|
— |
|
|
|
(390 |
) |
Balance at June 30, 2026 |
|
$ |
2,900,385 |
|
|
$ |
11,647 |
|
|
$ |
33,604 |
|
|
$ |
409,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2025 |
|
|
|
Commercial Real Estate Loan Investments |
|
|
Mortgage Servicing Rights |
|
|
Residential Bridge Loans |
|
|
Tax Liens |
|
Balance at December 31, 2024 |
|
$ |
370,401 |
|
|
$ |
9,835 |
|
|
$ |
2,750 |
|
|
$ |
68,082 |
|
Loan originations and fundings |
|
|
947,977 |
|
|
|
73,404 |
|
|
|
17,137 |
|
|
|
317,409 |
|
Repayments |
|
|
— |
|
|
|
— |
|
|
|
(274 |
) |
|
|
(43,793 |
) |
Return of capital |
|
|
— |
|
|
|
(983 |
) |
|
|
— |
|
|
|
— |
|
Net realized loss on investments |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(841 |
) |
Net unrealized loss on investments |
|
|
— |
|
|
|
(975 |
) |
|
|
— |
|
|
|
— |
|
Balance at June 30, 2025 |
|
$ |
1,318,378 |
|
|
$ |
81,281 |
|
|
$ |
19,613 |
|
|
$ |
340,857 |
|
The key unobservable inputs used in determining the fair value of the Company’s investments as of June 30, 2026 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 Asset Category |
|
Fair Value |
|
|
Valuation Technique |
|
Significant Unobservable Inputs |
|
Range of Inputs |
|
Impact to Valuation from an Increase in Input |
Commercial real estate loan investments |
|
$ |
2,900,385 |
|
|
Discounted cash flow |
|
Discount rate |
|
4.85% - 24.73% |
|
Decrease |
Investments in real estate-related assets: |
|
|
|
|
|
|
|
|
|
|
|
Residential bridge loans |
|
$ |
33,604 |
|
|
Discounted cash flow |
|
Discount rate |
|
10.00% |
|
Decrease |
Tax liens |
|
$ |
409,980 |
|
|
Yield analysis |
|
Yield |
|
0% - 19.65% |
|
Increase |
The key unobservable inputs used in determining the fair value of the Company’s investments as of December 31, 2025 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 3 Asset Category |
|
Fair Value |
|
|
Valuation Technique |
|
Significant Unobservable Inputs |
|
Range of Inputs |
|
|
Impact to Valuation from an Increase in Input |
Commercial real estate loan investments |
|
$ |
2,177,027 |
|
|
Discounted cash flow |
|
Discount rate |
|
4.10% - 12.84% |
|
|
Decrease |
Investments in real estate-related assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights |
|
$ |
74,848 |
|
|
NAV |
|
NAV |
|
$ |
74,848 |
|
|
Increase |
Residential bridge loans |
|
$ |
27,735 |
|
|
Discounted cash flow |
|
Discount rate |
|
10.00% |
|
|
Decrease |
Tax liens |
|
$ |
368,943 |
|
|
Yield analysis |
|
Yield |
|
5.20% - 17.02% |
|
|
Increase |
9. Related Party Transactions
Due to Affiliate
The following table details the components of due to affiliates on the Condensed Consolidated Balance Sheets ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
Advanced organizational and offering costs |
|
$ |
4,814 |
|
|
$ |
5,401 |
|
General and administrative expenses |
|
|
5,390 |
|
|
|
3,237 |
|
Accrued management fee |
|
|
1,200 |
|
|
|
1,090 |
|
Accrued performance participation allocation |
|
|
762 |
|
|
|
503 |
|
Accrued shareholder servicing fee |
|
|
54,275 |
|
|
|
50,439 |
|
Total |
|
$ |
66,441 |
|
|
$ |
60,670 |
|
Advanced Organizational and Offering Costs
The Adviser has agreed to advance organization and offering costs on behalf of the Company (including legal, accounting and other expenses attributable to the organization, but excluding ongoing servicing fees) through August 1, 2025, the first anniversary of the initial closing of the Company’s private offering. The Company is reimbursing the Adviser for all such advanced expenses in equal monthly installments over the 60-month period that began on August 1, 2025. Additionally, the Adviser pays certain other general corporate expenses on behalf of the Company. Such expenses are reimbursed by the Company to the Adviser in the ordinary course. Any amount due to the Adviser but not paid is recorded as a component of due to affiliate on the Condensed Consolidated Balance Sheets. As of June 30, 2026 and December 31, 2025, $4.8 million and $5.4 million, respectively, of reimbursable costs were payable to the Adviser.
General and Administrative Expense
The Adviser has agreed to advance certain operating costs, including debt issuance costs and general and administrative expenses, incurred through December 31, 2024. The Company is reimbursing the Adviser for all such advanced operating expenses in equal monthly installments over the 60-month period that began on January 1, 2025. Additionally, the Adviser pays certain other general corporate expenses on behalf of the Company. Such expenses are reimbursed by the Company to the adviser in the ordinary course. As of June 30, 2026 and December 31, 2025, the Adviser had incurred operating expenses, including general and administrative expenses of $5.2 million and $2.8 million, respectively, on behalf of the Company, that are recorded as a component of due to affiliates on the Condensed Consolidated Balance Sheets. Additionally, approximately $0.2 million and $0.4 million were payable to the Board of Trustees related to compensation expense at June 30, 2026 and December 31, 2025, respectively.
Accrued Management Fee
As compensation for its services provided pursuant to the management agreement, the Adviser, for Class J-4 shares, Class J-5 shares, Class S shares, Class D shares and Class I shares, will be paid a management fee of 1.25% of NAV per annum payable
monthly, and for Class B shares, Class R shares, Class J-1 shares, Class J-2 shares, Class J-3 shares, Class E shares, Class F-I shares and Class F-S shares, a management fee of 1.00% of NAV per annum payable monthly. The management fee paid in respect of any Class B shares, Class R shares, Class J-1 shares, Class J-2 shares or Class J-3 shares that are purchased by a shareholder until March 31, 2025 were waived. The Adviser agreed to waive the management fee in respect of any Class E shares issued for so long as the Company qualifies as a “publicly offered REIT.”
The management fee may be paid, at the Adviser’s election, in cash, Class E shares or a combination of both. To date, the Adviser has elected to receive the management fee in cash.
During the three and six months ended June 30, 2026, the Company recognized $3.5 million and $6.9 million, respectively, of management fees in the Company’s Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2025, the Company recognized $2.4 million of management fees in the Company’s Condensed Consolidated Statements of Operations.
Performance Fee
The Adviser may be entitled to a performance fee, which is accrued monthly and payable quarterly in arrears. The Adviser may elect to receive the performance fee in cash, Class E shares or a combination of both. To date, the Adviser has elected to receive the performance fee in cash. The performance fee will be in an amount equal to 12.5% of the Company’s Core Earnings (as defined below) (and, in the case of Class F-I shares and Class F-S shares, 10.0% of Core Earnings) for the immediately preceding calendar quarter, subject to the “hurdle rate,” which is expressed as a rate of return on adjusted capital, equal to 1.25% per quarter, or an annualized hurdle rate of 5.0%.
Once the Company’s Core Earnings in any calendar quarter exceeds the hurdle rate, the Adviser is entitled to a “catch-up” fee equal to the amount of Core Earnings in excess of the hurdle rate, until the Company’s Core Earnings for such quarter exceeds the result of (i) the hurdle rate divided by (ii) 0.875 (or 1 minus 0.125) of adjusted capital. Thereafter, the Adviser is entitled to receive 12.5% of the Company’s Core Earnings (and, in the case of Class F-I shares and Class F-S shares, 10.0% of Core Earnings). The Company will not pay the Adviser a performance fee with respect to the Class B shares, Class R shares, Class J-I shares, Class J-2 shares, Class J-3 shares or Class E shares.
For purposes of calculating the performance fee, “Core Earnings” means: the net income (loss) attributable to shareholders of Class J-4 shares, Class J-5 shares, Class S shares, Class D shares, Class I shares, Class F-I shares and Class F-S shares, computed in accordance with GAAP, including realized gains (losses) not otherwise included in GAAP net income (loss) and excluding (i) non-cash equity compensation expense, (ii) the performance fee, (iii) depreciation and amortization, (iv) any unrealized gains or losses or other non-cash items that are included in net income for the applicable reporting period, regardless of whether such items are included in other comprehensive income or loss, or in net income, (v) one-time events pursuant to changes in GAAP, and (vi) certain non-cash adjustments and certain material non-cash income or expense items, in each case after discussions between the Adviser and the Company’s independent trustees and approved by a majority of the Company’s independent trustees.
During the three and six months ended June 30, 2026, the Company recognized $0.8 million and $1.3 million, respectively, of performance participation allocation expense in the Company’s Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2025, the Company recognized $0.1 million of performance participation allocation expense in the Company’s Condensed Consolidated Statements of Operations.
Accrued Shareholder Servicing Fees
On April 11, 2025, the Company appointed Fortress Wealth Solutions LLC (the “Dealer Manager”), an affiliate of the Adviser, as dealer manager in connection with its ongoing private offering of securities. The Company accrues ongoing shareholder servicing fees payable to the Dealer Manager, for ongoing services rendered to applicable share classes. The shareholder servicing fees are calculated as a percentage of the aggregate NAV of applicable share classes as follows:
•0.85% per annum for Class R, Class S shareholders and Class F-S
•0.50% per annum for Class J-1 and Class J-4 shareholders
•0.25% per annum for Class J-2 and Class D shareholders
The ongoing shareholder servicing fees are paid monthly in arrears. At the time such shares are sold to a shareholder, the Company accrues an estimate of the future shareholder servicing payable to the Dealer Manager. The estimate is based on
expected holding period by the shareholders of approximately 10 years and level of servicing fees attributable to each share class. The Company subsequently reassesses such liability at each reporting period.
Related Party Share Ownership
As of June 30, 2026, FIG LLC owns 998,345 Class E shares for an aggregate purchase price of $20.0 million.
10. Commitments and Contingencies
Commitments and contingencies may arise in the ordinary course of business. As of June 30, 2026, the Company had unfunded commitments of up to $180.4 million, $64.6 million and $22.5 million related to its CRE loan investments, the MSR subscription agreement and residential bridge loan investments, respectively. The exact timing and amounts of such future fundings are uncertain. As of December 31, 2025, the Company had unfunded commitments of up to $122.3 million, $70.6 million and $17.0 million related to its CRE loan investments, the MSR subscription agreement and residential bridge loan investments, respectively. The Company plans to fund these commitments through a combination of existing cash on hand and future capital raised from investor subscriptions.
The MSR subscription agreement commitment of $64.6 million remains contractually outstanding until the joint venture is dissolved. The Company does not currently anticipate being required to fund additional amounts under this commitment.
As of June 30, 2026, the Company is not subject to any material litigation nor is the Company aware of any material litigation threatened against it.
11. Economic Dependency
The Company is dependent on the Adviser and its affiliates for certain services that are essential to it, including the sale of the Company’s common shares, origination, acquisition and disposition decisions, and certain other responsibilities. In the event that the Adviser and its affiliates are unable to provide such services, the Company would be required to find alternative service providers.
12. Subsequent Events
Investment Activity
Subsequent to June 30, 2026, the Company originated the following CRE loans ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location |
|
Property Type |
|
Origination Date |
|
Loan Amount (1) |
|
|
Outstanding Principal |
|
|
Interest Rate(2) |
|
Maturity Date |
West |
|
Student Housing |
|
7/13/2026 |
|
$ |
93,500 |
|
|
$ |
92,150 |
|
|
SOFR + 2.90% |
|
8/10/2029 |
South |
|
Hospitality |
|
7/17/2026 |
|
|
59,450 |
|
|
|
59,450 |
|
|
SOFR + 2.99% |
|
7/17/2028 |
South |
|
Multifamily |
|
7/17/2026 |
|
|
78,200 |
|
|
|
78,000 |
|
|
SOFR + 2.75% |
|
8/8/2028 |
South |
|
Multifamily |
|
7/17/2026 |
|
|
58,200 |
|
|
|
57,800 |
|
|
SOFR + 2.80% |
|
8/8/2028 |
South |
|
Student Housing |
|
7/21/2026 |
|
|
39,000 |
|
|
|
38,815 |
|
|
SOFR + 2.95% |
|
12/8/2028 |
East |
|
Hospitality |
|
7/21/2026 |
|
|
75,000 |
|
|
|
72,700 |
|
|
SOFR + 3.75% |
|
7/21/2029 |
East |
|
Multifamily |
|
7/29/2026 |
|
|
7,600 |
|
|
|
7,125 |
|
|
SOFR + 3.10% |
|
7/29/2028 |
Total |
|
|
|
|
|
$ |
410,950 |
|
|
$ |
406,040 |
|
|
|
|
|
(1)Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)Loans earn interest at the one-month term SOFR plus a spread. Payment terms for all loans are interest only with principal due at maturity.
Subsequent to June 30, 2026, the Company received $86.3 million related to the repayment of the outstanding principal balance of three commercial real estate loans.
Subsequent to June 30, 2026, the Company acquired the following tax liens ($ in thousands):
|
|
|
|
|
Location |
|
Purchase Price |
|
Colorado |
|
$ |
2,877 |
|
Connecticut |
|
|
582 |
|
New Jersey |
|
|
270 |
|
Florida |
|
|
169 |
|
Ohio |
|
|
25 |
|
Alabama |
|
|
1 |
|
Massachusetts |
|
|
1 |
|
Total |
|
$ |
3,925 |
|
Subsequent to June 30, 2026, the Company purchased an additional pool of seven residential bridge loans with a total loan amount and outstanding principal balance of $8.6 million and $4.2 million, respectively. Additionally, the Company funded $2.9 million towards the principal balance of existing residential bridge loans.
Borrowing Activity
MS Repurchase Facility Amendment
On July 8, 2026, MS Seller, as seller, Morgan Stanley, as administrative agent for MSBNA, as buyer entered into an amendment (the “Second Amendment to MS Seller Repurchase Agreement”) to the MS Seller Repurchase Agreement, as previously amended on March 12, 2026. Pursuant to the Second Amendment to MS Seller Repurchase Agreement, the financing available in connection with the acquisition and/or origination by the Company of certain loans as more particularly described in the MS Seller Repurchase Agreement was increased from an aggregate of $500 million to $750 million.
The following table summarizes the Company’s borrowings and paydowns subsequent to June 30, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
Paydowns |
|
|
Ending Balance |
|
|
Weighted Average Interest Rate |
|
|
Maturity Date |
Repurchase Facilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GS Seller I Repurchase Facility |
|
$ |
54,525 |
|
|
$ |
(57,100 |
) |
|
$ |
972,132 |
|
|
|
5.98 |
% |
|
8/16/2027 |
GS Seller II Repurchase Facility |
|
|
— |
|
|
|
— |
|
|
|
57,180 |
|
|
|
5.78 |
% |
|
8/16/2027 |
GS Seller III Repurchase Facility |
|
|
— |
|
|
|
— |
|
|
|
124,405 |
|
|
|
5.81 |
% |
|
8/16/2027 |
Atlas Repurchase Facility |
|
|
9,330 |
|
|
|
(9,000 |
) |
|
|
339,800 |
|
|
|
5.90 |
% |
|
10/11/2027 |
Morgan Stanley Repurchase Facility |
|
|
— |
|
|
|
— |
|
|
|
422,724 |
|
|
|
5.41 |
% |
|
7/24/2029 |
NS Seller I Repurchase Facility |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
% |
|
11/21/2027 |
Santander Repurchase Facility |
|
|
62,662 |
|
|
|
— |
|
|
|
179,728 |
|
|
|
5.19 |
% |
|
4/8/2029 |
Total Repurchase Facilities |
|
|
126,517 |
|
|
|
(66,100 |
) |
|
|
2,095,969 |
|
|
|
|
|
|
JPM Revolving Credit Facility |
|
|
— |
|
|
|
(21,989 |
) |
|
|
292,282 |
|
|
|
5.39 |
% |
|
10/15/2028 |
Total |
|
|
|
$ |
126,517 |
|
|
$ |
(88,089 |
) |
|
$ |
2,388,251 |
|
|
|
|
|
|
Proceeds from the Issuance of Common Shares
Subsequent to June 30, 2026, the Company issued the following shares (in thousands, except for share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Gross Proceeds |
|
Class B |
|
|
101,689 |
|
|
$ |
2,033 |
|
Class R |
|
|
15,868 |
|
|
|
315 |
|
Class J-1 |
|
|
115,253 |
|
|
|
2,288 |
|
Class J-2 |
|
|
33,384 |
|
|
|
662 |
|
Class J-4 |
|
|
583,662 |
|
|
|
11,716 |
|
Class S |
|
|
124,559 |
|
|
|
2,496 |
|
Class D |
|
|
|
|
337,883 |
|
|
|
6,765 |
|
Class I |
|
|
2,064,650 |
|
|
|
41,351 |
|
Class E |
|
|
4,442 |
|
|
|
89 |
|
Class F-I |
|
|
72,002 |
|
|
|
1,442 |
|
Class F-S |
|
|
161,158 |
|
|
|
3,231 |
|
Total |
|
|
3,614,550 |
|
|
$ |
72,388 |
|
The Company has performed an evaluation of subsequent events through August 12, 2026, which is the date the condensed consolidated financial statements were issued. Other than those items previously disclosed, no other events have occurred that require consideration as adjustments to, or disclosures in, the condensed consolidated financial statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to “we,” “us,” “our,” “FCR,” and the “Company” refer to Fortress Credit Realty Income Trust, together with its consolidated subsidiaries, unless the context specifically requires otherwise.
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Part I. Item 1A — “Risk Factors” in our Annual Report.
Overview
Fortress Credit Realty Income Trust is a credit-focused diversified mortgage REIT, which invests in the senior parts of the capital structure, with a focus on (i) floating rate loans across commercial real estate (“CRE”) debt (“CRE Debt”) and (ii) investments in real estate-related assets. We are externally managed by FCR Advisors, LLC, our Adviser and an affiliate of Fortress.
The Company is a Maryland statutory trust formed on June 4, 2024 (“Date of Formation”); however, no activity occurred until August 2, 2024. The Company is a non-listed, perpetual life REIT that qualifies to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”) for U.S. federal income tax purposes. The Company generally will not be subject to U.S. federal income taxes on our taxable income to the extent we annually distribute all of our net taxable income to shareholders and maintain our qualification as a REIT.
As of June 30, 2026, we have received aggregate proceeds of $1.4 billion from the sale of our common shares. The Company has primarily used the net proceeds to make investments in real estate debt and other investments as further described below under “Overall Portfolio.” The Company intends to continue selling common shares on a monthly basis.
Market Conditions and Trends
The Company’s businesses are materially affected by conditions in the financial markets and economic conditions in the United States and, to a lesser extent, elsewhere in the world.
During the second quarter of 2026, the persistence of elevated inflation and uncertainty surrounding interest rates, in conjunction with geopolitical instability (including the conflict between Russia and Ukraine and the conflict in the Middle East, including between the U.S. and Iran and other developing conflicts), and limited visibility into future capital availability continued to weigh on industry deal activity and market valuations.
Our business, focused on floating rate loans across CRE debt and residential loans and assets, continued to deploy significant capital across senior components of the capital structure. Our investors continue to benefit from the inflation-mitigating characteristics and long term risk adjusted returns of our credit-focused diversified mortgage REIT strategy.
We are continuing to closely monitor developments related to the macroeconomic factors that have contributed to market volatility, and to assess the impact of these factors on financial markets and on our business. Our future results may be adversely affected by slowdowns in fundraising activity and the pace of capital deployment. It remains difficult to predict the ultimate effects of these events on the financial markets, overall economy, and our financial statements. See “Item 1A. Risk Factors—Risks Related to Our Business and Operations” in our Annual Report.
Recent Developments
Since June 30, 2026, and through and including the date hereof, we have (i) originated seven CRE loans across the United States with an aggregate loan amount and outstanding principal amount of $411.0 million and $406.0 million, respectively, (ii) received $86.3 million related to the repayment of the outstanding principal balance of three CRE loans (iii) acquired $3.9 million of tax liens across seven states, (iv) acquired a new pool of residential bridge loans with a total loan amount and outstanding principal balance of $8.6 million and $4.2 million, respectively, (v) funded an additional $2.9 million towards the outstanding principal balance of existing residential bridge loans, (vi) issued and sold an aggregate of 3,614,550 common shares in our private offering, resulting in proceeds of $72.4 million and (vii) amended the MS Seller Repurchase Agreement as
described below (see “Item 1. Financial Statements—Notes to Condensed Consolidated Financial Statements—Note 12. Subsequent Events” and the section titled “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds”).
MS Repurchase Facility Amendment
On July 8, 2026, a subsidiary of the Company, FCR MS Seller LLC, as seller (the “MS Seller”), Morgan Stanley Mortgage Capital Holdings LLC (“Morgan Stanley”), as administrative agent for Morgan Stanley Bank, N.A. (“MSBNA”), as buyer, entered into an amendment (the “Second Amendment to MS Seller Repurchase Agreement”) to the MS Seller Repurchase Agreement, as previously amended on March 12, 2026. Pursuant to the Second Amendment to MS Seller Repurchase Agreement, the financing available in connection with the acquisition and/or origination by the Company of certain loans as more particularly described in the MS Seller Repurchase Agreement was increased from an aggregate of $500 million to $750 million.
Emerging Growth Company Status
We are and will remain an “emerging growth company” as defined in the JOBS Act until the earlier of (a) the last day of the fiscal year (i) following the fifth anniversary of the date of an initial public offering pursuant to an effective registration statement under the Securities Act, (ii) in which we have total annual gross revenue of at least $1.235 billion, or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our shares that is held by non-affiliates exceeds $700 million as of the date of our most recently completed second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. For so long as we remain an “emerging growth company” we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict if investors will find our shares less attractive because we may rely on some or all of these exemptions.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will take advantage of the extended transition period for complying with new or revised accounting standards, which may make it more difficult for investors and securities analysts to evaluate us since our financial statements may not be comparable to companies that comply with public company effective dates. Also, because we are not a large accelerated filer or an accelerated filer under Section 12b-2 of the Exchange Act, and will not be for so long as our common shares are not traded on a securities exchange, we will not be subject to auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act even once we are no longer an emerging growth company.
Q2 2026 Highlights
Operating Results
We declared monthly net distributions totaling $26.6 million for the three months ended June 30, 2026. The details of our total returns are shown in the following table:
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|
|
Class B |
|
Class R |
|
Class J-1 |
|
Class J-2 |
|
Class J-3 |
|
Class J-4 |
|
Class J-5 |
|
Class S |
|
Class D |
|
Class I |
|
Class E |
|
Class F-I |
|
Class F-S |
|
Inception-to-Date Total Return (1) |
|
|
8.28 |
% |
|
6.93 |
% |
|
6.86 |
% |
|
7.07 |
% |
|
— |
% |
|
5.86 |
% |
|
— |
% |
|
5.47 |
% |
|
— |
% |
|
7.79 |
% |
|
8.93 |
% |
|
1.10 |
% |
|
0.97 |
% |
(1)Total return is calculated as the change in NAV per share during the respective periods plus any distributions per share declared in the period and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. Shares were initially issued for Class E, Class B, Class I, Class R, Class J-1, Class J-2, Class J-4, Class S, Class F-I and Class F-S on July 1, 2024, August 1, 2024, September 1, 2024, December 1, 2024, and February 3, 2025, April 1, 2025, May 1, 2025, May 1, 2026 and May 1, 2026, respectively. Total return for periods greater than one year are annualized. The Company believes total return is a useful measure of the overall investment performance of our shares.
Investment Activity
For the three months ended June 30, 2026, we originated the below senior secured CRE loans ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan Type |
|
Loan Amount (1) |
|
|
Outstanding Principal |
|
|
Fair Value |
|
|
Weighted Average Interest Rate(2) |
|
Weighted Average Maturity (years) |
|
|
Weighted Average Maximum Maturity (years)(3) |
|
Senior Loans |
|
$ |
545,760 |
|
|
$ |
487,987 |
|
|
$ |
487,987 |
|
|
SOFR + 3.30% |
|
|
2.35 |
|
|
|
4.12 |
|
Mezzanine loans(4) |
|
|
5,869 |
|
|
|
5,869 |
|
|
|
5,869 |
|
|
SOFR + 3.40% |
|
|
1.00 |
|
|
|
1.50 |
|
Total |
|
$ |
551,629 |
|
|
$ |
493,856 |
|
|
$ |
493,856 |
|
|
|
|
|
|
|
|
|
(1) Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2) Represents weighted average interest rate of the most recent interest period in effect for each loan as of period end. As of June 30, 2026, loans earn interest at the one-month term Secured Overnight Financing Rate (“SOFR”) plus a spread and are subject to a weighted-average rate floor of 6.52%. Payment terms for all loans are interest only with principal due at maturity.
(3) Maximum maturity assumes all extension options are exercised by the borrower; however, loans may be repaid prior to such date. Extension options are subject to certain conditions as defined in the respective loan agreement.
(4) Mezzanine loans are subordinate to the Company’s senior loans to the same borrowers.
The tables below detail the property type and geographic location of the properties securing our CRE loan investments originated during the three months ended June 30, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
Property Type |
|
Fair Value |
|
|
Percentage |
|
Multifamily |
|
$ |
385,320 |
|
|
|
78.0 |
% |
Retail |
|
|
4,887 |
|
|
|
1.0 |
% |
Hospitality |
|
|
50,400 |
|
|
|
10.2 |
% |
Industrial |
|
|
19,322 |
|
|
|
3.9 |
% |
Senior Housing |
|
|
33,927 |
|
|
|
6.9 |
% |
Total |
|
$ |
493,856 |
|
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2026 |
|
Geographic Location |
|
Fair Value |
|
|
Percentage |
|
United States: |
|
|
|
|
|
|
East |
|
$ |
185,385 |
|
|
|
37.5 |
% |
Midwest |
|
|
33,927 |
|
|
|
6.9 |
% |
West |
|
|
51,460 |
|
|
|
10.4 |
% |
South |
|
|
223,084 |
|
|
|
45.2 |
% |
Total |
|
$ |
493,856 |
|
|
|
100 |
% |
On August 2, 2024, we entered into a subscription agreement for an equity investment in a conventional mortgage servicing rights portfolio (“MSR”). The subscription agreement was executed in connection with a joint venture agreement with a third party. Pursuant to the joint venture operating agreement, most major decisions related to the joint venture, including acquisitions thereof, and its assets require the consent of the Company. The Company retains the unilateral right to cause the joint venture to take certain actions, including as to matters related to litigation, servicing and disposition of assets.
During the three months ended June 30, 2026, the joint venture completed the sale of the underlying MSR portfolio, and the Company began receiving return of capital. A portion of the sale proceeds is subject to a customary holdback, pending satisfaction of post-closing conditions. The remaining investment is recorded at fair value, which was determined based on management's estimate of the remaining proceeds expected to be received. Changes in the fair value are recorded as net unrealized gain (loss) on investments in the Company’s Condensed Consolidated Statements of Operations.
On December 20, 2024, we entered into a forward flow relationship with a non-bank lender to purchase newly originated bridge loans secured by mortgages on residential properties. As of June 30, 2026, our residential bridge loans consisted of the following ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Loans |
|
Loan Amount(1) |
|
|
Outstanding Principal |
|
|
Fair Value |
|
|
Interest Rate |
|
|
Maximum Maturity Date(2) |
71 |
|
$ |
56,128 |
|
|
$ |
33,604 |
|
|
$ |
33,604 |
|
|
|
10.00 |
% |
|
4/30/2027 |
(1) Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2) Maximum maturity date assumes all extension options are exercised.
As of June 30, 2026, we have acquired the below tax lien investments ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location |
|
Lien Count |
|
|
Acquisition Date |
|
Par Value |
|
|
Fair Value |
|
New Jersey |
|
|
615 |
|
|
8/30/2024 |
|
$ |
24,151 |
|
|
$ |
24,077 |
|
Mississippi |
|
|
1,001 |
|
|
9/4/2024 |
|
|
5,611 |
|
|
|
6,108 |
|
Colorado |
|
|
986 |
|
|
10/23/2024 |
|
|
11,613 |
|
|
|
12,215 |
|
California |
|
|
46,928 |
|
|
12/4/2024 |
|
|
47,990 |
|
|
|
50,595 |
|
Illinois |
|
|
203 |
|
|
12/10/2024 |
|
|
6,275 |
|
|
|
6,290 |
|
New York |
|
|
184 |
|
|
2/18/2025 |
|
|
3,172 |
|
|
|
2,942 |
|
Connecticut |
|
|
617 |
|
|
4/28/2025 |
|
|
6,614 |
|
|
|
6,713 |
|
Ohio |
|
|
79 |
|
|
4/28/2025 |
|
|
1,722 |
|
|
|
1,637 |
|
Florida |
|
|
41,381 |
|
|
6/1/2025 |
|
|
299,107 |
|
|
|
298,305 |
|
Alabama |
|
|
2 |
|
|
11/6/2025 |
|
|
124 |
|
|
|
123 |
|
Washington D.C. |
|
|
12 |
|
|
11/6/2025 |
|
|
418 |
|
|
|
413 |
|
Massachusetts |
|
|
13 |
|
|
11/6/2025 |
|
|
547 |
|
|
|
514 |
|
Maryland |
|
|
3 |
|
|
11/6/2025 |
|
|
49 |
|
|
|
48 |
|
Total |
|
|
92,024 |
|
|
|
|
$ |
407,393 |
|
|
$ |
409,980 |
|
Capital Activity and Financings
•Raised proceeds of $68.9 million from the sale of our common shares during the three months ended June 30, 2026.
•Repaid $69.5 million on the outstanding principal balance on our Revolving Credit Facility during the three months ended June 30, 2026.
•Drew an additional $552.7 million and repaid $27.8 million on the outstanding principal balance on our Repurchase Facilities during the three months ended June 30, 2026.
GS Repurchase Facilities
On April 30, 2026, GS Seller I and Goldman Sachs as purchaser, entered into a fourth amendment to the GS Seller I Repurchase Agreement, as previously amended on December 18, 2024, May 6, 2025 and November 20, 2025 (together with the related transaction documents, the “Fourth Amended GS Seller I Repurchase Agreement”). Pursuant to the Fourth Amended GS Seller I Repurchase Agreement, the financing available in connection with the acquisition and/or origination by the Company of certain loans, as more particularly described in the Third Amended GS Seller I Repurchase Agreement, was increased to an aggregate amount not to exceed $1.3 billion during a temporary upsize period ending no later than 180 days after April 30, 2026 (the “Upsize Period”).
In connection with the Fourth Amended GS Seller I Repurchase Agreement, on April 30, 2026, the Company entered into a third amendment to the Guaranty, dated August 16, 2024, and amended on March 18, 2025, May 6, 2025 and November 20, 2025 (the “Amended GS Seller 1 Guaranty”). Pursuant to the Amended GS Seller 1 Guaranty, certain financial covenants were amended to reflect the Company’s current status, including to require Liquidity (as defined in the Amended GS Seller 1 Guaranty) of not below the greater of (A) $10.0 million and (B) ten percent of the sum of purchase price of certain purchased assets, with respect to clause (B) not to exceed $50.0 million as of such date during the Upsize Period and not to exceed $45.0 million as of such date thereafter.
Santander Repurchase Facility
On April 8, 2026, subsidiaries of the Company, FCR CRE Toro Seller LLC and Dwight FCR-2025 LLC, each as seller (each, a “Santander Seller” and together, the “Santander Sellers”) and Banco Santander, S.A. New York Branch (the “Santander Buyer”) entered into an Uncommitted Master Repurchase Agreement (together with the related transaction documents, the “Santander Repurchase Agreement”). The Santander Repurchase Agreement provides up to an aggregate of $350.0 million of uncommitted financing in connection with the acquisition and/or origination by the Company of certain loans as more particularly described in the Santander Repurchase Agreement. Subject to the terms and conditions thereof, the Santander Repurchase Agreement provides for the purchase, sale and repurchase of mortgage loans, mezzanine loans and participation interests in such mortgage loans satisfying certain conditions set forth in the Santander Repurchase Agreement (collectively, the “Santander Repurchase Facility”).
Advances under the Santander Repurchase Agreement accrue interest at a per annum rate equal to Term SOFR for a one-month period plus a margin as agreed upon by the Santander Buyer and the applicable Santander Seller for each transaction. The termination date of the Santander Repurchase Agreement is April 8, 2029, as such date may be extended without availability for new transactions for an amortization extension period of up to one additional year, subject to satisfaction of certain customary conditions in accordance with the Santander Repurchase Agreement.
In connection with the Santander Repurchase Agreement, the Company entered into a Limited Guaranty Agreement, dated April 8, 2026 (the “Santander Guaranty”), under which the Company (i) guarantees losses associated with customary non-recourse carve-outs with respect to the Company and the Santander Sellers and (ii) agrees to satisfy certain financial covenants including minimum net worth, liquidity and maximum leverage. The Santander Guaranty may become fully recourse to the Company up to the entire amount needed for the Santander Sellers to repurchase the loans and interests in such loans comprising the Santander Repurchase Facility if the Santander Sellers or the Company become the subject of a voluntary or collusive involuntary proceeding under any bankruptcy, insolvency or similar law and for other customary insolvency related actions. The Company is also liable under the Santander Guaranty for costs, expenses, damages and losses actually incurred by the Santander Buyer resulting from customary “bad boy” events pertaining to the Company and/or any Santander Seller as described in the Santander Guaranty.
Revolving Credit Facility
On April 14, 2026, FCR TL Holdings, as borrower, the Company, as guarantor, and JPMorgan, as administrative agent and lender, entered into the Amendment No. 4 (the “Revolving Credit Facility Amendment No. 4”) to the Subsidiary Loan Agreement. Pursuant to the Revolving Credit Facility Amendment No. 4, the Available Period (as defined in the Subsidiary Loan Agreement) was extended to (but excluding) October 15, 2027 and the maturity date of the Revolving Credit Facility was extended to October 15, 2028 or such earlier date upon which the Subsidiary Loan Agreement shall terminate in accordance with the provisions thereof.
Overall Portfolio
As of June 30, 2026, our portfolio was comprised of the following ($ in thousands):
|
|
|
|
|
|
|
|
|
Asset Type |
|
Fair Value |
|
|
Fair Value as % of Overall Portfolio |
|
Commercial real estate loans |
|
$ |
2,900,385 |
|
|
|
86.43 |
% |
Tax liens |
|
|
409,980 |
|
|
|
12.22 |
% |
Mortgage servicing rights |
|
|
11,647 |
|
|
|
0.35 |
% |
Residential bridge loans |
|
|
33,604 |
|
|
|
1.00 |
% |
Total |
|
$ |
3,355,616 |
|
|
|
100 |
% |
Results of Operations
The following table sets forth the results of our operations for the three months ended June 30, 2026 and 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
June 30, 2026 |
|
|
June 30, 2025 |
|
|
Change $ |
|
Revenues |
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
65,846 |
|
|
$ |
30,646 |
|
|
$ |
35,200 |
|
Total revenues |
|
|
65,846 |
|
|
|
30,646 |
|
|
|
35,200 |
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
Organizational costs |
|
|
— |
|
|
|
159 |
|
|
|
(159 |
) |
General and administrative |
|
|
5,477 |
|
|
|
3,265 |
|
|
|
2,212 |
|
Management fee |
|
|
4,541 |
|
|
|
2,735 |
|
|
|
1,806 |
|
Performance participation allocation |
|
|
761 |
|
|
|
114 |
|
|
|
647 |
|
Total expenses |
|
|
10,779 |
|
|
|
6,273 |
|
|
|
4,506 |
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(30,743 |
) |
|
|
(9,455 |
) |
|
|
(21,288 |
) |
Net unrealized loss on investments |
|
|
(1,015 |
) |
|
|
(262 |
) |
|
|
(753 |
) |
Net realized loss on investments |
|
|
(585 |
) |
|
|
(317 |
) |
|
|
(268 |
) |
Other income |
|
|
2,521 |
|
|
|
4,621 |
|
|
|
(2,100 |
) |
Total other income (expense) |
|
|
(29,822 |
) |
|
|
(5,413 |
) |
|
|
(24,409 |
) |
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
25,245 |
|
|
|
18,960 |
|
|
|
6,285 |
|
Net income attributable to non-controlling interests |
|
|
898 |
|
|
|
576 |
|
|
|
322 |
|
Net income attributable to common shareholders |
|
$ |
24,347 |
|
|
$ |
18,384 |
|
|
$ |
5,963 |
|
|
|
|
|
|
|
|
|
|
|
Interest income
Interest income
Interest income increased $35.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 from $30.6 million to $65.8 million, primarily as a result of CRE loans increasing from 53 to 120.
Expenses
Organizational costs
Organizational costs decreased $0.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 from $0.2 million to $0, as a result of incurring all organizational costs in 2024 and 2025.
General and administrative
General and administrative expenses increased $2.2 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 from $3.3 million to $5.5 million, primarily as a result of increased professional services expense in line with the Company’s growth.
Management fee
Management fee expenses increased $1.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 from $2.7 million to $4.5 million, primarily as a result of fee waivers expiring in 2025 and the growth of fee paying share classes.
Performance participation allocation
Performance participation allocation expense increased $0.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 from $0.1 million to $0.8 million, primarily as a result of fee waivers expiring in 2025 and the growth of fee paying share classes.
Other income (expense)
Interest expense
Interest expense increased $21.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 from $9.5 million to $30.7 million, primarily as a result of increased borrowings on our Repurchase Facilities and Revolving Credit Facility.
Net unrealized gain (loss) on investments
Net unrealized loss on investments increased $0.8 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 from $0.3 million to $1.0 million, primarily as a result of unrealized losses on an equity investment in the current year.
Net realized loss on investments
Net realized loss on investments increased $0.3 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 from $0.3 million to $0.6 million, primarily as a result of the resolution of tax lien investments in jurisdictions where upfront premiums are not recoverable, resulting in a write-off of the acquisition premium. These realized losses are consistent with our original underwriting assumptions. Income from resolved tax lien investments, subject to such realized losses, are included in interest income on the Company’s Condensed Consolidated Statements of Operations.
Other income
Other income decreased $2.1 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 from $4.6 million to $2.5 million, primarily as a result of less money market interest earned and income related to an equity investment.
The following table sets forth the results of our operations for the six months ended June 30, 2026 and 2025 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
|
|
|
June 30, 2026 |
|
|
June 30, 2025 |
|
|
Change $ |
|
Revenues |
|
|
|
|
|
|
|
|
|
Interest income |
|
$ |
121,095 |
|
|
$ |
50,138 |
|
|
$ |
70,957 |
|
Total revenues |
|
|
121,095 |
|
|
|
50,138 |
|
|
|
70,957 |
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
Organizational costs |
|
|
— |
|
|
|
274 |
|
|
|
(274 |
) |
General and administrative |
|
|
10,361 |
|
|
|
5,221 |
|
|
|
5,140 |
|
Management fee |
|
|
9,088 |
|
|
|
3,008 |
|
|
|
6,080 |
|
Performance participation allocation |
|
|
1,322 |
|
|
|
121 |
|
|
|
1,201 |
|
Total expenses |
|
|
20,771 |
|
|
|
8,624 |
|
|
|
12,147 |
|
|
|
|
|
|
|
|
|
|
|
Other income (expense) |
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(56,243 |
) |
|
|
(15,984 |
) |
|
|
(40,259 |
) |
Net unrealized gain (loss) on investments |
|
|
491 |
|
|
|
(975 |
) |
|
|
1,466 |
|
Net realized loss on investments |
|
|
(1,405 |
) |
|
|
(841 |
) |
|
|
(564 |
) |
Other income |
|
|
6,010 |
|
|
|
6,422 |
|
|
|
(412 |
) |
Total other income (expense) |
|
|
(51,147 |
) |
|
|
(11,378 |
) |
|
|
(39,769 |
) |
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
49,177 |
|
|
|
30,136 |
|
|
|
19,041 |
|
Net income attributable to non-controlling interests |
|
|
1,347 |
|
|
|
1,396 |
|
|
|
(49 |
) |
Net income attributable to common shareholders |
|
$ |
47,830 |
|
|
$ |
28,740 |
|
|
$ |
19,090 |
|
Revenues
Interest income
Interest income increased $71.0 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $50.1 million to $121.1 million, primarily as a result of CRE loans increasing from 53 to 120.
Expenses
Organizational costs
Organizational costs decreased $0.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $0.3 million to $0, as a result of incurring all organizational costs in 2024 and 2025.
General and administrative
General and administrative expenses increased $5.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $5.2 million to $10.4 million, primarily as a result of increased professional services expense in line with the Company’s growth.
Management fee
Management fee expenses increased $6.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $3.0 million to $9.1 million, primarily as a result of fee waivers expiring in 2025 and the growth of fee paying share classes.
Performance participation allocation
Performance participation allocation expense increased $1.2 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $0.1 million to $1.3 million, primarily as a result of fee waivers expiring in 2025 and the growth of fee paying share classes.
Other income (expense)
Interest expense
Interest expense increased $40.3 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $16.0 million to $56.2 million, primarily as a result of increased borrowings on our Repurchase Facilities and Revolving Credit Facility.
Net unrealized gain (loss) on investments
Net unrealized gain (loss) on investments increased $1.5 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from a $1.0 million net unrealized loss to a $0.5 million net unrealized gain, primarily as a result of unrealized gains on the CRE loan portfolio in the current year.
Net realized loss on investments
Net realized loss on investments increased $0.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $0.8 million to $1.4 million, primarily as a result of the resolution of tax lien investments in jurisdictions where upfront premiums are not recoverable, resulting in a write-off of the acquisition premium. These realized losses are consistent with our original underwriting assumptions. Income from resolved tax lien investments, subject to such realized losses, are included in interest income on the Company’s Condensed Consolidated Statements of Operations.
Other income
Other income decreased $0.4 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $6.4 million to $6.0 million, primarily as a result of less money market interest earned and income related to an equity investment.
Net Asset Value
EA RESIG, LLC, a subsidiary of Eisner Advisory Group LLC, calculates our NAV per share, which our Adviser subsequently reviews and confirms the calculations in connection therewith, in each case, in accordance with the valuation guidelines that have been approved by our board of trustees. Our total NAV presented in the following tables includes the NAV of our outstanding classes of common shares, which includes Class B, Class R, Class J-1 shares, Class J-2 shares, Class J-3 shares, Class J-4 shares, Class J-5 shares, Class S, Class D, Class I, Class E, Class F-I and Class F-S common shares. The following table provides a breakdown of the major components of our NAV as of June 30, 2026 ($ in thousands):
|
|
|
|
|
Components of NAV |
|
Amount |
|
Commercial real estate loan investments |
|
$ |
2,900,385 |
|
Investments in real estate-related assets |
|
|
455,231 |
|
Cash and cash equivalents |
|
|
310,481 |
|
Restricted cash |
|
|
118,572 |
|
Other assets |
|
|
70,042 |
|
Secured debt arrangements |
|
|
(2,030,134 |
) |
Revolving credit facilities |
|
|
(314,189 |
) |
Subscriptions received in advance |
|
|
(13,285 |
) |
Due to affiliate |
|
|
(6,578 |
) |
Distribution payable |
|
|
(9,022 |
) |
Other liabilities |
|
|
(69,769 |
) |
Non-controlling interests |
|
|
(26,426 |
) |
Net Asset Value |
|
$ |
1,385,308 |
|
Number of outstanding shares (1) |
|
|
69,473 |
|
(1) Includes 1,294,208 shares of common shares held by affiliates of the Adviser that are classified as redeemable common shares.
The following table provides a breakdown of our total NAV and NAV per share by class as of June 30, 2026 ($ in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV |
|
|
Number of Outstanding Shares |
|
|
NAV Per Share |
|
Class B |
|
$ |
527,302 |
|
|
|
26,399 |
|
|
$ |
19.9756 |
|
Class R |
|
|
86,648 |
|
|
|
4,370 |
|
|
$ |
19.8263 |
|
Class J-1 |
|
|
323,498 |
|
|
|
16,311 |
|
|
$ |
19.8331 |
|
Class J-2 |
|
|
68,756 |
|
|
|
3,470 |
|
|
$ |
19.8170 |
|
Class J-3 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Class J-4 |
|
|
142,190 |
|
|
|
7,088 |
|
|
$ |
20.0602 |
|
Class J-5 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Class S |
|
|
34,098 |
|
|
|
1,702 |
|
|
$ |
20.0292 |
|
Class D |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Class I |
|
|
173,568 |
|
|
|
8,669 |
|
|
$ |
20.0217 |
|
Class E(1) |
|
|
25,827 |
|
|
|
1,294 |
|
|
$ |
19.9561 |
|
Class F-I |
|
|
789 |
|
|
|
39 |
|
|
$ |
20.0278 |
|
Class F-S |
|
|
2,632 |
|
|
|
131 |
|
|
$ |
20.0364 |
|
Total |
|
$ |
1,385,308 |
|
|
|
69,473 |
|
|
|
|
(1) Class E shares are classified as redeemable common shares. The ability of the Class E holders to redeem the Class E shares for cash is outside of the Company’s control, therefore, the Company has classified these Class E shares that are held by an affiliate of the Company as redeemable common shares.
The following table reconciles equity per our Condensed Consolidated Balance Sheets to our NAV ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
Shareholder’s equity |
|
$ |
1,299,776 |
|
|
$ |
1,158,147 |
|
Redeemable common shares |
|
|
25,957 |
|
|
|
25,427 |
|
Total partners’ capital |
|
|
1,325,733 |
|
|
|
1,183,574 |
|
Adjustments: |
|
|
|
|
|
|
Accrued organization and offering costs |
|
|
4,812 |
|
|
|
5,401 |
|
Deferred fees |
|
|
785 |
|
|
|
896 |
|
Accrued shareholder servicing fee |
|
|
53,978 |
|
|
|
50,171 |
|
NAV |
|
$ |
1,385,308 |
|
|
$ |
1,240,042 |
|
The following details the adjustments to reconcile accounting principles generally accepted in GAAP equity to our NAV:
•Accrued organization and offering costs: The Adviser agreed to advance certain organization and offering costs on our behalf through December 31, 2024. The Adviser is being reimbursed for such costs on a pro-rata basis over a 60-month period beginning August 1, 2025, the first anniversary of the date of the initial offering. Under GAAP, organization costs have been accrued as a liability. For purposes of calculating NAV, such costs will be recognized as paid over the 60-month reimbursement period.
•Deferred fees: The Adviser agreed to advance certain general and administrative costs on our behalf through December 31, 2024. The Adviser is being reimbursed for such costs on a pro-rata basis over a 60-month period beginning January 1, 2025. Under GAAP, the deferred general and administrative costs have been accrued as a liability. For purposes of calculating NAV, such costs will be recognized as paid over the 60-month reimbursement period.
•Accrued shareholder servicing fee: Under GAAP, we accrue the full cost of the shareholder servicing fee as an offering cost at the time we sell Class R, Class J-1, Class J-2, Class J-4, Class S, Class D and Class F-S shares. For purposes of calculating NAV, we recognize the ongoing servicing fee as a reduction of NAV on a monthly basis.
Distributions
Beginning on August 31, 2024, we declared monthly distributions for each class of our common shares, which are generally paid four days after month-end. The net distribution may vary for each class based on the applicable shareholder servicing fee, which is deducted from the monthly distribution per share and paid directly to Independent Brokerage Solutions LLC (the prior dealer manager) or, after April 11, 2025, the Dealer Manager, for further remittance to the applicable distributor.
The following table details the total net distribution for each of our share classes for the six months ended June 30, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Record Date |
|
Class B |
|
|
Class R |
|
|
Class J-1 |
|
|
Class J-2 |
|
|
Class J-3 |
|
|
Class J-4 |
|
|
Class J-5 |
|
|
Class S |
|
|
Class D |
|
|
Class I |
|
|
Class E |
|
|
Class F-I |
|
|
Class F-S |
|
January 31, 2026 |
|
$ |
0.1380 |
|
|
$ |
0.1240 |
|
|
$ |
0.1298 |
|
|
$ |
0.1339 |
|
|
$ |
— |
|
|
$ |
0.1117 |
|
|
$ |
— |
|
|
$ |
0.1056 |
|
|
$ |
— |
|
|
$ |
0.1209 |
|
|
$ |
0.1547 |
|
|
$ |
— |
|
|
$ |
— |
|
February 28, 2026 |
|
|
0.1379 |
|
|
|
0.1239 |
|
|
|
0.1297 |
|
|
|
0.1339 |
|
|
|
— |
|
|
|
0.1119 |
|
|
|
— |
|
|
|
0.1061 |
|
|
|
— |
|
|
|
0.1218 |
|
|
|
0.1546 |
|
|
|
— |
|
|
|
— |
|
March 31, 2026 |
|
|
0.1377 |
|
|
|
0.1237 |
|
|
|
0.1295 |
|
|
|
0.1337 |
|
|
|
— |
|
|
|
0.1123 |
|
|
|
— |
|
|
|
0.1089 |
|
|
|
— |
|
|
|
0.1229 |
|
|
|
0.1544 |
|
|
|
— |
|
|
|
— |
|
April 30, 2026 |
|
|
0.1377 |
|
|
|
0.1238 |
|
|
|
0.1295 |
|
|
|
0.1337 |
|
|
|
— |
|
|
|
0.1124 |
|
|
|
— |
|
|
|
0.1079 |
|
|
|
— |
|
|
|
0.1218 |
|
|
|
0.1544 |
|
|
|
— |
|
|
|
— |
|
May 31, 2026 |
|
|
0.1375 |
|
|
|
0.1236 |
|
|
|
0.1294 |
|
|
|
0.1335 |
|
|
|
— |
|
|
|
0.1131 |
|
|
|
— |
|
|
|
0.1085 |
|
|
|
— |
|
|
|
0.1223 |
|
|
|
0.1542 |
|
|
|
0.1375 |
|
|
|
0.1232 |
|
June 30, 2026 |
|
|
0.1375 |
|
|
|
0.1236 |
|
|
|
0.1294 |
|
|
|
0.1335 |
|
|
|
— |
|
|
|
0.1137 |
|
|
|
— |
|
|
|
0.1087 |
|
|
|
— |
|
|
|
0.1230 |
|
|
|
0.1542 |
|
|
|
0.1375 |
|
|
|
0.1233 |
|
Total |
|
$ |
0.8264 |
|
|
$ |
0.7425 |
|
|
$ |
0.7773 |
|
|
$ |
0.8023 |
|
|
$ |
— |
|
|
$ |
0.6751 |
|
|
$ |
— |
|
|
$ |
0.6457 |
|
|
$ |
— |
|
|
$ |
0.7327 |
|
|
$ |
0.9265 |
|
|
$ |
0.2749 |
|
|
$ |
0.2465 |
|
For the six months ended June 30, 2026, we declared net distributions in the amount of $52.0 million. The Company intends for long-term cumulative distributions to be funded primarily from operating cash flows.
The following table details our distributions declared for the six months ended June 30, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, 2026 |
|
|
June 30, 2025 |
|
|
|
Amount |
|
|
Percentage |
|
|
Amount |
|
|
Percentage |
|
Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
Payable in cash |
|
$ |
31,394 |
|
|
|
60 |
% |
|
$ |
16,717 |
|
|
|
61 |
% |
Reinvested in shares |
|
|
20,615 |
|
|
|
40 |
% |
|
|
10,491 |
|
|
|
39 |
% |
Total distributions |
|
$ |
52,009 |
|
|
|
100 |
% |
|
$ |
27,208 |
|
|
|
100 |
% |
Sources of Distributions |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
$ |
52,009 |
|
|
|
100 |
% |
|
$ |
27,208 |
|
|
|
100 |
% |
Other proceeds |
|
|
— |
|
|
|
— |
% |
|
|
— |
|
|
|
— |
% |
Total sources of distributions |
|
$ |
52,009 |
|
|
|
100 |
% |
|
$ |
27,208 |
|
|
|
100 |
% |
Cash flows from operating activities |
|
$ |
53,545 |
|
|
|
|
|
$ |
28,620 |
|
|
|
|
Liquidity and Capital Resources
Liquidity
We believe we have sufficient liquidity to operate our business, with immediate liquidity comprised of cash and cash equivalents of $310.5 million and $850.2 million of available borrowings under our Repurchase Facilities and Revolving Credit Facility as of June 30, 2026, which may include borrowings secured by our existing portfolio. In addition to our immediate liquidity, we obtain incremental liquidity through the sale of our common shares, from which we generated proceeds of approximately $155.1 million for the six months ended June 30, 2026. In addition, we may incur indebtedness secured by our real estate and real estate debt investments, borrow money through unsecured financings, or incur other forms of indebtedness. We closely monitor our liquidity position and believe that we have sufficient current liquidity and access to additional liquidity to meet our financial obligations for at least the next 12 months.
Our primary use of cash will be for (i) origination or acquisition of CRE debt and investments in real estate-related assets, (ii) the cost of operations (including the management fee and performance participation), (iii) debt service of any borrowings, (iv) periodic repurchases, including under our share repurchase plan, and (v) cash distributions (if any) to the holders of our common shares to the extent declared by our board of trustees.
Our cash needs for acquisitions and other capital investments will be funded primarily from the sale of common shares and through the incurrence or assumption of debt. We plan on fulfilling our outstanding commitment obligations for commercial real estate loan investments and investments in real estate-related assets from the sale of common shares. Other potential future sources of capital include secured or unsecured financings from banks or other lenders and proceeds from the sale of assets. If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures. We continue to believe that our current liquidity position is sufficient to meet the need of our expected investment activity.
Capital Resources
For the six months ended June 30, 2026, we issued and sold 7,715,205 common shares, consisting of 1,009,639 Class B shares, 46,619 Class R shares, 344,616 Class J-1 shares, 97,479 Class J-2 shares, 2,118,512 Class J-4 shares, 606,427 Class S shares, 3,306,867 Class I shares, 39,408 Class F-I shares, 131,360 Class F-S shares and 14,277 Class E shares to accredited investors in our private offering, amounting to proceeds of $155.1 million as payment for such shares, including shares issued pursuant to our distribution reinvestment plan. We also issued 14,990 Class E shares to the Board of Trustees as payment for $0.3 million of compensation expense for 2025 fiscal year service. Additionally, during the six months ended June 30, 2026, we repurchased 157,600 common shares for $3.1 million.
As of June 30, 2026, we had received aggregate proceeds of $1.4 billion from the issuance and sale of common shares in our private offering. As of June 30, 2026, after giving effect to shares issued pursuant to our distribution reinvestment plan, share transfers, conversions and redemptions, we had an aggregate of 69,449,130 common shares outstanding, consisting of 26,397,327 Class B shares, 4,370,333 Class R shares, 16,310,978 Class J-1 shares, 3,469,537 Class J-2 shares, 7,088,180 Class J-4 shares, 1,702,398 Class S shares, 8,669,016 Class I shares, 39,408 Class F-I shares, 131,360 Class F-S shares and 1,270,593 Class E shares. Additionally, as of June 30, 2026, we had 23,615 Class E shares outstanding that were issued to the Board of Trustees as payment for 2024 and 2025 fiscal years service.
Cash Flows
Cash flows provided by operating activities increased $24.9 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025 from $28.6 million to $53.5 million. The increase is primarily attributable to the growth of investments in commercial real estate loans and investments in real estate-related assets.
Cash flows used in investing activities decreased $551.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $1.3 billion to $734.4 million. The decrease is primarily attributable to $113.6 million of principal repayments received on commercial real estate loans, $226.8 million increase in proceeds received from other real estate-related investments and fewer fundings of commercial real estate loans and other real estate-related investments.
Cash flows provided by financing activities decreased $574.0 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 from $1.3 billion to $737.2 million. The decrease is primarily attributable to a $572.4 million decrease in proceeds received from the issuance of common shares.
Future Cash Requirements
The following table aggregates our contractual obligations and commitments as of June 30, 2026 ($ in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Obligations |
|
Total |
|
|
Less than 1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
More than 5 years |
|
Repurchase agreements and revolving credit facility |
|
$ |
2,349,823 |
|
|
$ |
— |
|
|
$ |
1,927,099 |
|
|
$ |
422,724 |
|
|
$ |
— |
|
MSR commitments(1) |
|
|
64,600 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
64,600 |
|
CRE loan commitments |
|
|
180,449 |
|
|
|
22,938 |
|
|
|
157,511 |
|
|
|
— |
|
|
|
— |
|
Residential bridge loans |
|
|
22,524 |
|
|
|
22,524 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Advanced organizational and offering costs |
|
|
4,812 |
|
|
|
1,178 |
|
|
|
2,357 |
|
|
|
1,277 |
|
|
|
— |
|
Operating expense reimbursement |
|
|
785 |
|
|
|
112 |
|
|
|
673 |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
2,622,993 |
|
|
$ |
46,752 |
|
|
$ |
2,087,640 |
|
|
$ |
424,001 |
|
|
$ |
64,600 |
|
(1) The MSR subscription agreement commitment of $64.6 million remains contractually outstanding until the joint venture is dissolved. The Company does not currently anticipate being required to fund additional amounts under this commitment.
Critical Accounting Estimates
The preparation of our condensed consolidated financial statements in accordance with GAAP involves significant judgments and assumptions and requires estimates about matters that are inherently uncertain. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our condensed consolidated financial statements. The following is a summary of our significant accounting policies that we believe are the most affected by our judgments, estimates, and assumptions. See Note 2 to our condensed consolidated financial statements. See “Item 1. Financial Statements and Supplementary Data—Notes to Condensed Consolidated Financial Statements—Note 2. Summary of Significant Accounting Policies” for further descriptions of the below accounting policies.
Fair Value Option
The guidance in Accounting Standards Codification (“ASC”) 825, Financial Instruments, provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets. In the cases of loans and investments in real estate-related assets for which the fair value option is elected, loan origination fees and costs related to the origination or acquisition of the instrument should be immediately recognized in earnings. Unrealized gains and losses on assets for which the fair value option has been elected are also reported in earnings without deferral. This is because under the fair value option, a lender reports the instrument at its exit price (i.e., the price that would be received to sell the instrument in an orderly transaction), which reflects the market’s assessment of the instrument’s cash flows and risks and does not include any entity-specific costs or fees.
As discussed in “Item 1. Financial Statements and Supplementary Data—Notes to Condensed Consolidated Financial Statements—Note 2. Summary of Significant Accounting Policies”, the Company has elected the fair value option for certain eligible financial assets including CRE loans and real estate-related investments.
The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets measured at fair value pursuant to this guidance are required to be reported separately on the Company’s Condensed Consolidated Balance Sheets from those instruments using another accounting method.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement (Topic 220-40): Reporting Comprehensive Income - Expense Disaggregation Disclosures” (“Topic 220-40”). Topic 220-40 requires the disaggregation of expenses into required categories in disclosures within the footnotes of the financial statements. The FASB identified the required expense categories as: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion and amortization recognized as part of oil- and gas producing activities or other depletion expenses. The guidance is effective for annual periods beginning after December 15, 2026. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. This guidance should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this new guidance on our financial statement disclosures.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The primary components of our market risk are related to interest rates, credit risk, credit market values, liquidity and foreign currency exchange rates. While we do not seek to avoid risk completely, we believe that risk can be quantified from historical experience, and we seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.
Interest Rate Risk
Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, and other factors beyond our control. Our net interest income is exposed to interest rate volatility primarily as a result of the floating rate nature of the investments we hold and the financing we place on them. Additionally, we may use company-level facilities featuring floating interest rates for liquidity and working capital purposes. Furthermore, we may make investments in fixed and floating rate debt securities; the value of our positions may increase or decrease depending on interest rate movements. Finally, interest rate changes may impact the demand for loans and the availability of financing needed to expand our investment portfolio.
A rise in the general level of interest rates can be expected to lead to higher debt service payment requirements relative to any variable rate investments we hold and to declines in the value of any fixed rate investments we may hold. Rising interest rates carry default risk to our borrowers, because cash flows from underlying properties may fall below the debt service payments due to us on the investments, triggering borrower liquidity covenants. Therefore, we expect to protect property cash flows by requiring borrowers to purchase interest rate caps, which provides a hedge against rising interest rates, whereby the borrower will receive excess cash if interest rates exceed predetermined strike prices. Furthermore, rising interest rates also cause our overall cost of borrowing to increase, partially or fully, offsetting any increase in elevated debt service payments received on our variable rate investments. In general, we will seek to match the interest rate characteristics of our investments with the interest rate characteristics of any related financing obligations. In instances where the interest rate characteristics of an investment and the related financing obligation are not matched, we may mitigate such disparity through the utilization of interest rate derivatives of the same or more similar characteristics to the related financing obligation. An increase in interest rates may result in an increase in our net investment income and the amount of the performance fee payable to the Adviser.
A decline in interest rates can be expected to lead to lower debt service payments received from any variable rate investments we may hold, decreases in the interest income earned on any floating rate investments we hold, and increases in the value of any fixed rate investments we hold. To mitigate the impact of reduced earnings as a result of declining interest rates, we expect to structure interest rate floors into each loan where the borrower will be required to pay minimum interest payments should interest rates fall below a predetermined rate. Additionally, reduced interest rates also cause our overall cost of borrowings to decrease. Because our borrowings do not typically feature interest rate floors, but our variable rate investments feature minimum interest payments due to us, declining interest rates may result in an increase to the Company’s net interest income and an increase in the amount of the performance fee payable to the Adviser.
As of June 30, 2026, we had $2.9 billion of floating rate commercial real estate loans and $2.3 billion of floating rate outstanding borrowings.
The net interest income sensitivity analysis table presented below shows the estimated impact over a 12-month period of an instantaneous parallel shift in the yield curve, up and down by 100 basis points on our net interest income, assuming no changes in the composition of our commercial real estate loan investment portfolio and our outstanding borrowings in effect as of June 30, 2026. The analysis presented utilized assumptions, models and estimates of our Adviser based on our Adviser’s judgment and experience. Actual results could differ significantly from those estimated in the interest rate sensitivity table.
|
|
|
|
|
|
|
|
|
|
|
June 30, 2026 |
|
Change in Interest Rates |
|
Projected Increase (Decrease) in Net Interest Income |
|
|
Percentage Change in Projected Net Interest Income |
|
+1.00% |
|
$ |
5,585 |
|
|
|
6.75 |
% |
-1.00% |
|
$ |
(5,761 |
) |
|
|
(6.96 |
)% |
Certain assumptions have been made in calculating the interest rate risk sensitivities and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. The interest rate scenarios assume interest rates at June 30, 2026. Furthermore, while the analysis reflects the estimated impact of interest rate increases
and decreases on a static portfolio, we actively manage the size and composition of our investments, which can result in material changes to our interest rate risk in the portfolio.
Credit Spread Risk
Credit spread risk is the risk that interest rate spreads between two different financial instruments will change. In general, U.S. fixed-rate commercial mortgage loans and CMBS are priced based on a spread to U.S. Treasury securities or interest rate swaps. We will generally benefit if credit spreads narrow during the time that we hold a portfolio of mortgage loans, CMBS and/or collateralized loan obligation (“CLO”) investments, and we may experience losses if credit spreads widen during the time that we hold a portfolio of mortgage loans, CMBS and/or CLO investments. We actively monitor our exposure to changes in credit spreads and we may enter into credit total return swaps or take positions in other credit-related derivative instruments to moderate our exposure to losses associated with a widening of credit spreads.
Credit Risk
We are exposed to credit risk in our investments with respect to a borrower’s ability to make required debt service payments to us and repay the unpaid principal balance in accordance to the terms of the loan agreement. We manage this risk by conducting a credit analysis prior to making an investment and by actively monitoring our portfolio and the underlying credit quality, including subordination and diversification, of our investments on an ongoing basis. In addition, we re-evaluate the credit risk inherent in our investments on a regular basis taking into consideration a number of fundamental macro-economic factors such as gross domestic product, unemployment, interest rates, capital markets activity, retail sales, store closing/openings, corporate earnings, housing inventory, affordability and regional home price trends.
We are exposed to credit risk with respect to the tenants that occupy properties that serve as collateral to our investments. To mitigate this risk, we seek to avoid large single tenant exposure and we undertake a credit evaluation of major tenants prior to making a loan. This analysis includes extensive due diligence of a potential tenant’s creditworthiness and business, as well as an assessment of the strategic importance of the property to the tenant’s core business operations.
In the current macroeconomic environment, certain borrowers may be unable to repay principal upon loan maturity and may be unable to qualify for loan extension. Additionally, if tenants are unable to pay rent to their landlords, property owners may not be able to make payments to their lenders. We maintain regular dialogue with our borrowers and our financing providers to assess this credit risk.
Finally, we may be exposed to counterparty credit risk under the terms of a derivative contract. If the fair value of a derivative contract is positive, the counterparty will owe us, which creates credit risk for us. If the fair value of a derivative contract is negative, we will owe the counterparty and, therefore, do not have credit risk. We may seek to mitigate the credit risk associated with derivative instruments by entering into transactions with high-quality counterparties.
Market Value Risks
We may also be exposed to market value risk with respect to the fair value of our investments, including debt securities and borrowings due to changes in market conditions, including credit spreads, interest rates, property cash flows, and commercial property values that serve as collateral. We seek to manage our exposure to market risk by originating or acquiring investments secured by different property types located in diverse, but liquid markets with stable credit ratings. The fair value of our investments may fluctuate, therefore the amount we will realize upon any repayment, sale, or an alternative liquidation event is unknown.
Commercial property values are subject to volatility and may be adversely affected by a number of factors, including: national, regional and local economic conditions; local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes and/or tax and legal considerations. Changes in commercial property values are difficult to predict with accuracy. We model a range of valuation scenarios and the resulting impacts to our investments.
In accordance with ASC 820, Fair Value Measurement, we define fair value based on the price that would be received upon sale of an asset or the exit price that would be paid to transfer or settle a liability in an orderly transaction between market participants at the measurement date. We use a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value. The fair value hierarchy consists of the three broad levels described below:
Level 1 – Quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
Level 2 – Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed.
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, and other factors. An investment’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by management. The Adviser considers observable data to be that market data, which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided by multiple, independent sources that are actively involved in the relevant market. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to management’s perceived risk of that investment.
Valuation of assets and liabilities measured at fair value
We have elected the fair value option for investments in CRE loans and other real estate-related assets as we believe fair value provides a more accurate depiction of these assets’ values.
CRE loans and Residential bridge loans are generally valued using discounted cash flow analyses incorporating discount rates and assumptions regarding the value of collateral (where appropriate). In determining the appropriate discount rate, reference may be made to published credit spreads on assets or securities of similar credit quality and term or recent market transactions in the case of performing loans. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.
Tax lien investments are generally valued using a yield analysis that considers expected cash flow collections based on pool level characteristics including but not limited to geography, seasonality, historical collection experience, and comparison of current market and collateral conditions to those present at origination or acquisition. The valuation method used requires significant judgment, and therefore generally results in a Level 3 fair value classification.
The Company’s equity investment in a portfolio of conventional mortgage servicing rights is measured at fair value based primarily on the contractually agreed sales price under a signed purchase and sale agreement. Management believes this approach represents the best estimate of fair value due to a signed purchase and sale agreement that provides for the sale of the entire investment in the near term. The valuation is principally derived from this observable transaction price. Accordingly, the investment is classified within Level 2 of the fair value hierarchy.
Valuation of liabilities not measured at fair value
As of June 30, 2026, our Repurchase Facilities and Revolving Credit Facility are carried at cost which approximates fair value. Fair value of our indebtedness is estimated by modeling the cash flows required by our debt agreements and discounting them back to the present value using an estimated market yield. The inputs used in determining the fair value of our indebtedness are considered Level 3.
Liquidity Risk
Market disruptions may lead to a significant decline in transaction activity in all or a significant portion of the asset classes in which we intend to invest and may at the same time lead to a significant contraction in short-term and long-term debt and equity funding sources. A decline in liquidity of real estate and real estate-related investments, as well as a lack of availability of observable transaction data and inputs, may make it more difficult to sell our investments or determine their fair values. As a result, we may be unable to sell investments, or only be able to sell investments at a price that may be materially different from the fair values presented. Also, in such conditions, there is no guarantee that the Company’s borrowing arrangements or other
arrangements for obtaining leverage will continue to be available or, if available, will be available on terms and conditions acceptable to us. In addition, a decline in market value of our assets may have particular adverse consequences in instances where we borrowed money based on the fair value of our assets. A decrease in the market value of our assets may result in the lender requiring us to post additional collateral or otherwise sell assets at a time when it may not be in our best interest to do so.
Foreign Currency Risk
Our loans and investments that are denominated in a foreign currency will also be subject to risks related to fluctuations in exchange rates. We generally expect to mitigate this exposure by hedging the net currency exposure of our foreign currency assets to the currency of the borrowings that finance those assets. As a result, we expect to reduce our exposure to changes in portfolio value related to changes in foreign exchange rates. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amounts of payments received on the related investments, and/or unequal, inaccurate, or unavailable hedges to offset changes in future exchange rates.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
An evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act), as of the end of the period covered by this quarterly report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and our Chief Financial Officer (“CFO”), who is our principal financial officer. Based upon this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the period covered by this report, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. We may also be subject to regulatory proceedings. While the outcome of these legal or regulatory proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.
ITEM 1A. RISK FACTORS
For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussed in Part I. Item 1A. “Risk Factors” in our Annual Report.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
Except as previously reported by the Company on its current reports on Form 8-K, the Company did not sell any securities during the period covered by this Form 10-Q that were not registered under the Securities Act.
Share Repurchases
The Company has adopted a share repurchase plan whereby, subject to certain limitations, shareholders may request, on a quarterly basis, that the Company repurchase all or any portion of their shares. For Class S, Class D, Class I, Class E, Class J-4, Class F-I and Class F-S shares held for less than one year, there is a 2% early purchase deduction applied to the repurchase price to shareholders, subject to certain exceptions. Class B shares and Class R shares may only be repurchased to the extent they have been outstanding for at least two years. The Company is not obligated to repurchase any shares and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all, in its discretion at any time, and the amount of shares the Company may repurchase is subject to caps. Further, the Company’s board of trustees may make exceptions to, modify or suspend the Company’s share repurchase plan (including to make exceptions to the repurchase limitations or repurchase fewer shares than such repurchase limitations) if it deems in its reasonable judgment such action to be in the Company’s best interest and the best interest of the Company’s shareholders. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any quarter, shares repurchased at the end of the quarter will be repurchased on a pro-rata basis.
The Company is not obligated to repurchase any shares and may choose to repurchase fewer shares than have been requested to be repurchased, or none at all, in its discretion at any time. Further, the Company’s board of trustees may make exceptions to, modify or suspend the Company’s share repurchase plan (including to make exceptions to the repurchase limitations or purchase fewer shares than such repurchase limitations) if it deems such action to be in the Company’s best interest. In the event that the Company determines to repurchase some but not all of the shares submitted for repurchase during any month, shares repurchased at the end of the month will be repurchased on a pro-rata basis.
The following table sets forth shares repurchased by the Company during the three months ended June 30, 2026 under the share repurchase plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
Total number of shares purchased |
|
|
Average price paid per share |
|
|
Total number of shares purchased as part of publicly announced plans or programs |
|
|
Maximum number of shares that may yet be purchased under the plans or programs(1) |
|
April 1 — April 30, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
May 1 — May 31, 2026 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
June 1 — June 30, 2026 |
|
|
49,518 |
|
|
$ |
19.8723 |
|
|
|
49,518 |
|
|
|
— |
|
Total |
|
|
49,518 |
|
|
|
|
|
|
49,518 |
|
|
|
— |
|
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2026, none of the Company’s trustees or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act).
ITEM 6. EXHIBITS
(b) Exhibits
|
|
Exhibit Number |
Exhibit Description |
10.1 |
Uncommitted Master Repurchase Agreement, dated April 8, 2026, by and between FCR CRE Toro Seller LLC and Dwight FCR-2025 LLC, each as seller and Banco Santander, S.A. New York Branch as Buyer (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 14, 2026 and incorporated by reference herein) |
10.2 |
Limited Guaranty Agreement, dated April 8, 2026, made by the Company, as guarantor, in favor of Banco Santander, S.A. New York Branch (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 14, 2026 and incorporated by reference herein) |
10.3 |
Amendment No. 4 to Loan and Security Agreement, dated April 14, 2026, among FCR TL Holdings LLC, as borrower, Fortress Credit Realty Income Trust, as guarantor and JPMorgan Chase Bank, N.A., as administrative agent and lender (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 20, 2026 and incorporated by reference herein) |
10.4 |
Fourth Amendment to Master Repurchase Agreement and Second Amendment to Fee Letter, dated April 30, 2026, by and between FCR GS Seller I LLC, as seller, and Goldman Sachs Bank USA, as purchaser (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 6, 2026 and incorporated by reference herein) |
10.5 |
Third Amendment to Guaranty, dated April 30, 2026, made by Fortress Credit Realty Income Trust, as guarantor, for the benefit of Goldman Sachs Bank USA (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 6, 2026 and incorporated by reference herein) |
31.1 |
Certification of the Chief Executive Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith** |
31.2 |
Certification of the Chief Financial Officer pursuant to Exchange Act Rules Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith** |
32.1 |
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, filed herewith** |
32.2 |
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, filed herewith** |
101.INS |
XBRL Instance Document *** |
101.SCH |
XBRL Taxonomy Schema *** |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*** |
* Filed herewith
** The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
*** The financial information contained in these XBRL documents is unaudited
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 12, 2026
|
|
|
Fortress Credit Realty Income Trust |
|
/s/ Avraham Dreyfuss |
Name: |
|
Avraham Dreyfuss |
Title: |
|
Chief Financial Officer |