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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
☐        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 000-56667
GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC
(Exact name of registrant as specified in its charter)
Maryland99-2025085
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200 West Street, New York, New York
10282
(Address of principal executive offices)(Zip Code)
(212) 902-1000
(Registrant’s telephone number including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class*
Trading Symbol(s)Name of each exchange on which registered
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, 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.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
Emerging growth company
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
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 registrant had the following shares of common stock outstanding: 16,840,508 shares of Series T, Series S, Series D and Series I, 2,000,000 shares of Class F-I, 1,996,805 shares of Class F-II, 4,098,218 shares of Series NV-1 and Series NV-2.*]
*The registrant views its different series of common stock as being part of the same single class of common stock; i.e. the Series T, Series S, Series D and Series I are part of the same undesignated class of voting common stock and the Series NV-1 and Series NV-2 are part of the same undesignated class of non-voting common stock. However, in order to mirror common industry terminology, the registrant refers to these separate series of common stock as “classes.”



Goldman Sachs Real Estate Finance Trust Inc
Table of Contents
Page No.

                        1


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Goldman Sachs Real Estate Finance Trust Inc
Consolidated Balance Sheets (Unaudited)
(in thousands, except share and per share amounts)
June 30, 2026December 31, 2025
Assets
Commercial real estate loan investments, at fair value (including pledged loans of $957,505 as of June 30, 2026 and $1,220,560 as of December 31, 2025)
$2,091,305 $1,287,006 
Real estate-related securities, at fair value76,071 23,095 
Cash and cash equivalents93,075 72,169 
Restricted cash30,838 14,054 
Other assets10,043 6,383 
Total assets $2,301,332 $1,402,707 
Liabilities and Equity
Repurchase agreements$753,176 $961,107 
Collateralized loan obligations, net917,820 — 
Subscriptions received in advance30,838 14,054 
Distributions payable3,971 2,853 
Due to affiliates16,286 13,412 
Other liabilities9,483 3,674 
Total liabilities 1,731,574 995,100 
Commitments and contingencies (Note 7)
Redeemable common stock – Class NV-1 shares - related party, $0.01 par value per share, 10,000,000 shares authorized; 2,001,201 shares issued and outstanding as of June 30, 2026 and 1,000,000 issued and outstanding as of December 31, 2025
$50,000 $25,068 
Equity
Preferred stock, $0.01 par value per share, 100,000,000 shares authorized; 0 shares issued and outstanding
— — 
Common stock - Class T shares, $0.01 par value per share, 500,000,000 shares authorized; 0 shares issued and outstanding
— — 
Common stock - Class S shares, $0.01 par value per share, 500,000,000 shares authorized; 4,939,615 shares issued and outstanding as of June 30, 2026 and 4,037,480 shares issued and outstanding as of December 31, 2025
49 40 
Common stock - Class D shares, $0.01 par value per share, 500,000,000 shares authorized; 0 shares issued and outstanding
— — 
Common stock - Class I shares, $0.01 par value per share, 500,000,000 shares authorized; 10,311,505 shares issued and outstanding as of June 30, 2026 and 8,669,765 shares issued and outstanding as of December 31, 2025
103 87 
Common stock - Class F-I shares, $0.01 par value per share, 5,000,000 shares authorized; 2,000,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025
20 20 
Common stock - Class F-II shares, $0.01 par value per share, 5,000,000 shares authorized; 1,996,805 shares issued and outstanding as of June 30, 2026 and 998,403 shares issued and outstanding as of December 31, 2025
20 10 
Common stock - Class NV-2 shares, $0.01 par value per share, 100,000,000 shares authorized; 2,069,378 shares issued and outstanding as of June 30, 2026 and 0 shares issued and outstanding as of December 31, 2025
21 — 
Additional paid-in capital521,961 383,128 
Accumulated deficit(2,416)(746)
Total equity
519,758 382,539 
Total liabilities, redeemable common stock, and equity$2,301,332 $1,402,707 
        The accompanying notes are an integral part of these consolidated financial statements.
                        2


Goldman Sachs Real Estate Finance Trust Inc
Consolidated Statements of Operations (Unaudited)
(in thousands, except share and per share amounts)
Three Months Ended June 30, Six Months Ended June 30,
2026202520262025
Net Interest Income
Commercial real estate loan interest income $28,084 $7,673 $50,796 $10,500 
Real estate-related securities interest income905 — 1,300 — 
Other interest income 1,127 1,094 1,829 1,323 
Interest expense (20,044)(4,653)(35,057)(5,621)
Net interest income10,072 4,114 18,868 6,202 
Loan fee income6,432 3,201 8,943 3,886 
Net revenues16,504 7,315 27,811 10,088 
Expenses
Organization costs— — — 2,194 
Related-party fees3,030 32 5,235 58 
General and administrative1,537 1,083 2,825 2,236 
Total expenses4,567 1,115 8,060 4,488 
Other Income
Unrealized gain (loss) on commercial real estate loan investments(158)(126)(302)1,262 
Realized and unrealized gain (loss) on real estate-related securities(135)— (396)— 
Total other income, net (293)(126)(698)1,262 
Net income$11,644 $6,074 $19,053 $6,862 
Earnings per share:
Net income attributable to common stockholders
Basic$0.52 $0.56 $0.93 $0.78 
Diluted$0.52 $0.56 $0.93 $0.78 
Weighted average number of shares of common stock
Basic22,505,722 10,807,849 20,513,939 8,732,703 
Diluted22,505,722 10,807,849 20,513,939 8,732,703 
The accompanying notes are an integral part of these consolidated financial statements.


                        3


Goldman Sachs Real Estate Finance Trust Inc
Consolidated Statements of Changes in Equity (Unaudited)
(in thousands)


Preferred StockClass T Common StockClass S Common StockClass D Common StockClass I Common StockClass F-I Common StockClass F-II Common StockClass NV-2 Common StockAdditional Paid-In CapitalAccumulated DeficitTotal Stockholders' Equity
Balance at December 31, 2025$— $— $40 $— $87 $20 $10 $— $383,128 $(746)$382,539 
Common shares issued, net of offering costs— — 5 — 9 — 10 14 95,337 — 95,375 
Distribution reinvestment— — — — 1 — — — 3,557 — 3,558 
Redemptions— — (1)— (2)— — — (8,923)— (8,926)
Share transfer— — — — (6)— — 6 — — — 
Net income— — — — — — — — — 7,409 7,409 
Amortization of equity based compensation— — — — — — — — 84 — 84 
Distributions declared— — — — — — — — — (9,330)(9,330)
Remeasurement of redeemable common stock— — — — — — — — 68 — 68 
Balance at March 31, 2026$— $— $44 $— $89 $20 $20 $20 $473,251 $(2,667)$470,777 
Common shares issued, net of offering costs$— $— $4 $— $15 $— $— $— $49,097 $— $49,116 
Distribution reinvestment— — 1 — 1 — — 1 4,458 — 4,461 
Redemptions
— — — — (2)— — — (4,930)— (4,932)
Net income— — — — — — — — — 11,644 11,644 
Amortization of equity based compensation— — — — — — — — 85 — 85 
Distributions declared— — — — — — — — — (11,393)(11,393)
Balance at June 30, 2026$— $— $49 $— $103 $20 $20 $21 $521,961 $(2,416)$519,758 
                        4


Preferred StockClass T Common StockClass S Common StockClass D Common StockClass I Common StockClass F-I Common StockClass F-II Common StockClass NV-2 Common StockAdditional Paid-In CapitalAccumulated DeficitTotal Stockholders' Equity
Balance at December 31, 2024$— $— $— $— $— $— $— $— $10 $(2)$8 
Common shares issued, net of offering costs— — 19 — 33 20 — 176,421 — 176,493 
Distribution reinvestment— — — — — — — — 570 — 570 
Initial offering costs— — — — — — — — (1,144)— (1,144)
Redemptions— — — — — — — (10)— (10)
Net income— — — — — — — — — 788 788 
Amortization of equity based compensation— — — — — — — — 74 — 74 
Distributions declared— — — — — — — — — (3,431)(3,431)
Balance at March 31, 2025$— $— $19 $— $33 $20 $— $— $175,921 $(2,645)$173,348 
Common shares issued, net of offering costs— — 9 — 27 — — — 87,933 — 87,969 
Distribution reinvestment— — — — 1 — — — 1,956 — 1,957 
Net income— — — — — — — — — 6,074 6,074 
Amortization of equity based compensation— — — — — — — — 74 — 74 
Remeasurement of redeemable common stock— — — — — — — — (33)— (33)
Distributions declared— — — — — — — — — (5,875)(5,875)
Balance at June 30, 2025$— $— $28 $— $61 $20 $— $— $265,851 $(2,446)$263,514 
The accompanying notes are an integral part of these consolidated financial statements.
                        5


Goldman Sachs Real Estate Finance Trust Inc
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Six Months Ended June 30,
20262025
Cash flows from operating activities
Net income$19,053 $6,862 
Adjustments to reconcile net income to net cash provided by operating activities
Accretion of discount on loans(303)(201)
Amortization of deferred financing costs1,402 369 
Amortization of share-based compensation169 148 
Realized and unrealized (gain) loss on sale of real estate-related securities396 — 
Unrealized (gain) loss on commercial real estate loan investments302 (1,262)
Change in operating assets and liabilities
Other assets(3,051)(3,077)
Other liabilities533 2,429 
Due to affiliates1,842 3,080 
Net cash provided by operating activities20,343 8,348 
Cash flows from investing activities
Originations, purchases and fundings of commercial real estate loans(835,213)(559,921)
Repayment of commercial real estate loan investments30,914 — 
 Purchase of real estate securities(59,213)— 
 Proceeds from sale/repayments of real estate securities5,842 — 
Net cash used in investing activities (857,670)(559,921)
Cash flows from financing activities
Proceeds from issuance of common stock, net132,246 269,748 
Proceeds from issuance of redeemable common stock - related party25,000 25,000 
Repurchase of common stock(9,039)(10)
Proceeds from repurchase agreements562,147 438,870 
Repayments of repurchase agreements(770,078)— 
Offering costs paid(857)— 
Distributions paid(11,588)(4,852)
Proceeds from subscriptions received in advance30,838 15,569 
Payments of financing costs(7,652)(1,590)
Borrowings on collateralized loan obligations924,000 — 
Net cash provided by financing activities
875,017 742,735 
Net increase in cash, cash equivalents and restricted cash37,690 191,162 
Cash, cash equivalents and restricted cash, beginning of period 86,223 8 
Cash, cash equivalents and restricted cash, end of period $123,913 $191,170 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, beginning of period$72,169 $8 
Restricted cash, beginning of period14,054 — 
Cash, cash equivalents and restricted cash, beginning of period$86,223 $8 
Cash and cash equivalents, end of period$93,075 $175,601 
Restricted cash, end of period30,838 15,569 
Cash, cash equivalents and restricted cash, end of period$123,913 $191,170 

                        6


Six Months Ended June 30,
20262025
Supplemental disclosure of cash flow information:
Cash paid for interest$32,355 $4,079 
Non-cash activities:
Accrued distribution fee due to affiliate$(8,707)$(5,286)
Common stock distribution reinvestment$8,019 $2,527 
Accrued offering costs due to affiliate$(1,659)$(1,144)
Distribution payable$(3,971)$(1,927)
Debt financing costs $— $(202)
Debt issuance costs due to affiliate$(82)$(384)
Adjustment to carrying value of redeemable common stock$68 $(33)
Redemptions payable$(4,927)$— 
The accompanying notes are an integral part of these consolidated financial statements.
                        7


Goldman Sachs Real Estate Finance Trust Inc
Notes to Consolidated Financial Statements (Unaudited)
1. ORGANIZATION AND BUSINESS PURPOSE
Goldman Sachs Real Estate Finance Trust Inc (the “Company”) was formed as a Maryland corporation on March 8, 2024, primarily to originate, acquire and manage a portfolio of commercial real estate loans secured by high-quality assets located in North America (primarily in the United States). The Company is externally managed by Goldman Sachs Asset Management, L.P. (the “Adviser”), an affiliate of The Goldman Sachs Group, Inc. (together with its affiliates, “Goldman Sachs”). The Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended, with personnel responsible for acting on its behalf as a registered investment adviser. On March 27, 2024, the Company was capitalized with a $10,000 investment by an affiliate of the Adviser.
The Company is conducting a continuous private offering initially of up to $1 billion in shares in its primary offering and up to $250 million in shares pursuant to its distribution reinvestment plan (the “Offering”), pursuant to which it is offering for sale any combination of certain series and classes of shares of its common stock with a dollar value up to the maximum offering amount. Each class of shares will be sold at the-then current transaction price, which will generally be the prior month’s net asset value (“NAV”), as determined pursuant to the Company’s valuation guidelines, per share for such class, as calculated monthly, plus applicable upfront commissions and placement fees.
The Company satisfied the minimum offering amount and broke escrow in the Offering on January 6, 2025.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting pursuant to Regulation S-X. These consolidated financial statements reflect normal and recurring adjustments that in the opinion of management are necessary for the fair statement of results for the periods presented.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that may affect the amounts reported in the unaudited consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All significant inter-company accounts and transactions are eliminated in consolidation. In determining whether the Company has a controlling financial interest in an identified vehicle and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members, as well as whether the entity is a variable interest entity (“VIE”) for which the Company was the primary beneficiary.
The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all VIEs where the Company is considered to be the primary beneficiary. VIEs are entities which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.
                        8


The accompanying consolidated financial statements include the amounts of collateralized loan obligations (“CLO”) securitized and issued by wholly owned subsidiaries of the Company. The Company has determined the CLO is a VIE for which a subsidiary of the Company is the primary beneficiary. See Note 5 - Debt Obligations, for additional information. The assets and liabilities of the CLO are consolidated on the consolidated balance sheets in accordance with ASC 810, “Consolidation”.
Fair Value Option
The Company has elected the fair value option for commercial real estate loan investments and investments in real estate-related securities. The Company believes the fair value option will provide reduced complexity, greater consistency, understandability, and comparability.
Loans are recorded at par, which approximates fair value, in the month that the Company originates a loan. When the Company acquires a loan, it is recorded at cost then marked to fair value. An independent valuation advisor values the commercial real estate loan investments monthly using a discounted cash flow analysis. The yield used in the discounted cash flow analysis is determined by comparing the features of the loan to the interest rates and terms required by lenders in the new loan origination market for similar loans and the yield required by investors acquiring similar loans in the secondary market as well as a comparison of current market and collateral conditions to those present at origination or acquisition. These financial assets for which the Company has elected the fair value option are recorded in commercial real estate loan investments, at fair value on the consolidated balance sheets.
In determining the fair value of a particular real estate-related security, the Company uses pricing service providers, who may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price. The pricing service providers’ internal models for securities such as real estate-related securities generally consider the attributes applicable to a particular class of the security (e.g., credit rating or seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. These financial assets for which the Company has elected the fair value option are recorded in real estate-related securities, at fair value on the consolidated balance sheets.
Real Estate-Related Securities
The Company invests in commercial mortgage-backed securities (“CMBS”) and residential mortgage-backed securities (“RMBS”). Real estate-related securities are recorded at fair value. The related unrealized gains and losses on such securities are recorded as a component of realized and unrealized gain (loss) on real estate-related securities on the consolidated statements of operations. Interest income related to the securities are recorded as real estate-related securities interest income on the consolidated statements of operations.
Revenue Recognition
Interest income from the Company’s commercial real estate loan investments and real estate-related securities are recognized over the life of each investment using the effective interest method and is recorded on the accrual basis.
Commercial real estate loan investments are placed on non-accrual status when it is probable that principal or interest will not be collected according to contractual terms. Accrued interest generally is reversed when a commercial real estate loan investment is placed on non-accrual status. Interest payments received on non-accrual commercial real estate loan investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual commercial real estate loan investments are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current.
                        9


Recognition of premiums and discounts associated with commercial real estate loan investments and real estate-related securities that are acquired are deferred and recorded over the term of the investment as an adjustment to interest income. For commercial real estate loans the Company originates, the Company recognizes the origination fee income and related costs in the period of origination in loan fee income and general and administrative expenses.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with original maturities of three months or less at the date of acquisition that are not restricted to be cash equivalents. Cash and cash equivalents are placed with financial institutions and the balances may at times exceed federally insured deposit levels. Substantially all of the Company's cash and cash equivalents are held at a single, high credit quality institution. The Company actively monitors the credit risk of the counterparty.
Restricted Cash
Restricted cash consists 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's transfer agent, but in the name of the Company.
Share-Based Compensation
Share-based compensation consists of restricted stock units (“RSU”) that the independent directors of the Company are eligible to receive as part of their compensation for serving as directors. The fair value of the awards granted is recorded in general and administrative expenses on the consolidated statements of operations on a straight-line basis over the vesting period, with an offsetting increase in stockholders’ equity. The fair value is determined based upon the most recent NAV on the grant date.
Income Taxes
The Company intends to elect to be taxed as a real estate investment trust (“REIT”) under Sections 856 through 860 of the Internal Revenue Code, as amended (the “Code”) commencing with its taxable year ending December 31, 2025. Provided certain organizational and operational criteria are met, the Company will be entitled to a dividends paid deduction (“DPD”). As a result, a REIT is generally not subject to federal, state and local income taxes on REIT taxable income (“REITTI”) that has been distributed to its shareholders. To the extent that the Company satisfies this distribution requirement but distributes less than 100% of its REITTI, the Company may be subject to federal and certain state income taxes on its undistributed taxable income. If the Company failed to qualify as a REIT, it would be subject to certain federal and state and local income taxes at regular corporate rates and would not be able to qualify as a REIT for four subsequent taxable years.
Repurchase Agreements
Commercial real estate loan investments sold under repurchase agreements are treated as collateralized financing transactions. Commercial real estate loan investments financed through a repurchase agreement remain on the consolidated balance sheets as an asset and cash received from the purchaser is recorded on the consolidated balance sheets as a liability. Interest paid in accordance with repurchase agreements is recorded as interest expense on the consolidated statements of operations.
Deferred Financing Costs
Deferred financing costs related to the Company's various Master Repurchase Agreements are included in other assets on the consolidated balance sheets and are amortized into interest expense over the initial maturity of the related obligations. Deferred financing costs related to the Company's CLO are netted against the payable balance in collateralized loan obligations, net on the consolidated balance sheets and are amortized into interest expense on the consolidated statements of operations over the expected maturity using the effective interest rate method.
                        10


Redeemable Common Stock
The Company classifies common stock held by Goldman Sachs in connection with Goldman Sachs Investment (as defined in Note 11 - Related Party Transactions - Related Party Stock Ownership) as redeemable common stock on the consolidated balance sheets, because the Goldman Sachs Investment is held by an entity that is considered an affiliate of the Company and there is no requirement for the affiliate transaction committee (which is comprised solely of independent directors) to approve or reject the redemption of the Goldman Sachs Investment, as described in Note 11 - Related Party Transactions.
The Company reports redeemable common stock on the consolidated balance sheets at redemption value. Redemption value is determined based on NAV per share as of the period end. Increases or decreases in the value of redeemable common stock will be charged to additional paid-in capital until the Company has retained earnings.
Distribution Fees
The Company pays the Placement Agent, as described in Note 11 - Related Party Transactions, upfront commissions and placement fees and distribution fees over time for Class T, Class D, and Class S shares sold in the Offering, which are recorded as offering costs. The Company accrues the full amount of distribution fees payable based on an estimated investor holding period as an offering cost at the time each class of share is sold during the Offering and records the offering costs as a reduction of additional paid-in capital when stock is issued. The Company adjusts the liability for distribution fees as the fees are paid to the Placement Agent or when fees are no longer payable under the terms of the agreement with the Placement Agent. The distribution fees that are payable are recorded as a component of due to affiliates on the consolidated balance sheets. The Placement Agent pays all or a portion of the distribution fees to participating broker-dealers and servicing broker-dealers.
Organization and Offering Expenses
Organization costs are expensed as incurred and offering costs are charged to equity. Any amount due to the Adviser, but not paid, is recognized as a liability on the consolidated balance sheets. These organization and offering costs are recorded as a component of due to affiliates on the consolidated balance sheets. The costs incurred prior to the launch of the Offering were paid for by the Adviser and became a liability of the Company on January 6, 2025 when the Company broke escrow in the Offering.
Earnings Per Share
Basic earnings per share is determined by dividing net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period.
Other than with respect to voting rights and class-specific expenses, the classes of the Company’s common stock are the same, have identical rights and privileges, including with respect to liquidation and dividend rights. All classes of common stock have the same gross distribution per share. Any remeasurement adjustment associated with the redeemable shares of Class NV-1 common stock is excluded from earnings per share as the redemption value approximates fair value.
When the Company has participating securities, basic earnings per share (“EPS”) is computed in accordance with the two-class method. The Company’s participating securities are the RSUs held by the Company’s independent directors. Under the two-class method, earnings are allocated to the common stock and RSUs based on dividends declared and the restricted stock units’ participation rights in undistributed earnings. Basic EPS is determined by dividing net income allocated to common shares by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the weighted-average number of shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities consist of RSUs.


                        11


Recent Accounting Developments
In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2024-03 "Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)" to improve the disclosures about an entity’s expenses. Upon adoption, the Company will be required to disclose in the notes to the financial statements a disaggregation of certain expense categories included within the expense captions in the consolidated statements of operations. This ASU is effective for the Company beginning in the fourth quarter of 2027, with early adoption permitted. The standard can be applied either prospectively or retrospectively. The Company is currently evaluating the potential impact, if any, but does not expect the adoption of this guidance to have a material impact on the consolidated financial statements.
3. COMMERCIAL REAL ESTATE LOAN INVESTMENTS, AT FAIR VALUE
The table below presents the Company’s commercial real estate loan investments, at fair value as of June 30, 2026 and December 31, 2025 ($ in thousands):
Loan Type
Loan Amount(1)
Principal Balance OutstandingFair Value
Weighted Average Interest Rate(2)
Weighted Average Maximum Maturity (years)(3)
June 30, 2026
Senior loans$2,203,441 $2,071,005 $2,071,005 6.30%4.4
Mezzanine loan23,700 20,300 20,300 6.16%4.9
Total$2,227,141 $2,091,305 $2,091,305 6.29%4.4
December 31, 2025
Senior loans$1,370,180 $1,287,006 $1,287,006 6.49%4.6
Total$1,370,180 $1,287,006 $1,287,006 6.49%4.6
(1)Loan amount consists of outstanding principal balance plus unfunded loan commitments.
(2)Represents the weighted average of interest rates that were in-place on each loan as of period end. Loans earn interest at one-month term Secured Overnight Financing Rate (“SOFR”) plus a spread.
(3)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.

The cost basis of the commercial real estate loan investments was $2.1 billion as of June 30, 2026 and $1.3 billion as of December 31, 2025.
The tables below present the property type and geographic distribution of the properties securing the Company’s commercial real estate loan investments, at fair value as of June 30, 2026 and December 31, 2025 ($ in thousands):
June 30, 2026December 31, 2025
Property TypeFair ValuePercentageFair ValuePercentage
Industrial$498,092 24%$317,684 24%
Multifamily1,313,791 63%807,707 63%
Hospitality228,118 11%112,500 9%
Self-Storage51,304 2%49,115 4%
Total$2,091,305 100%$1,287,006 100%
                        12


June 30, 2026December 31, 2025
U.S. Geographic LocationFair ValuePercentageFair ValuePercentage
Midwest$132,000 6%$— —%
South665,208 32%$549,915 43%
West622,270 30%393,656 31%
East557,324 27%229,085 18%
Various(1)
114,503 5%114,350 8%
Total$2,091,305 100%$1,287,006 100%
(1)Includes portfolio loans with underlying properties located throughout the U.S. with no primary geographic location.

4. REAL ESTATE-RELATED SECURITIES, AT FAIR VALUE
The Company’s securities portfolio primarily consists of agency and non-agency RMBS and CMBS. The following table presents information on securities at June 30, 2026 and December 31, 2025 ($ in thousands):
Weighted Average CouponWeighted Average Maturity DateNumber of PositionsFace AmountAmortized Cost
Basis
Fair Value
June 30, 2026
5.15%December 2054117$76,122 $76,339 $76,071 
December 31, 2025
4.97%June 205253$23,100 $23,021 $23,095 
5. DEBT OBLIGATIONS
Repurchase Agreements
The following table presents information on the Company’s repurchase agreements as of June 30, 2026 and December 31, 2025 ($ in thousands):
June 30, 2026December 31, 2025
Maturity Date(1)
Weighted Average Interest Rate(2)
Maximum Facility Size
Amount Outstanding
Amount Outstanding
Citibank N.A.January 20285.15%$750,000 $291,991 $192,156 
Wells Fargo BankMarch 20285.12%500,000 139,679 395,054 
Banco SantanderMarch 20294.98%500,000 117,345 — 
Morgan StanleyJune 20295.16%750,000 204,161 373,897 
Total$2,500,000 $753,176 $961,107 
(1)Maturity date does not include any extension options.
(2)Represents the weighted average interest rates that were in-place for each borrowing as of period end. Borrowings under the repurchase agreements bear interest at one-month term SOFR plus a spread.

The Company has master repurchase agreements with each of the financial institutions, presented in the table above. Advances under the repurchase agreements accrue interest at a per annum rate equal to the SOFR for a one-month period plus a spread as agreed upon for each transaction. Certain commercial real estate loan investments have been assigned and pledged as collateral for these arrangements.
In connection with each of the repurchase agreements, the Company provided a guaranty (each, the “Guaranty”), under which the Company guarantees up to a maximum liability of 25% of the then-outstanding obligations. The Guaranty may become fully recourse to the Company upon certain events by the counterparty or the
                        13


Company. The Company is also liable under the Guaranty for actual costs, expenses or liabilities incurred resulting from customary “bad boy” events as described in the Guaranty.
The Repurchase Agreement and the Guaranty contain representations, warranties, covenants, events of default and indemnities that are customary for agreements of their type. As of June 30, 2026, the Company was in compliance with all covenants.
Counterparty Exposure
The Company has pledged certain commercial real estate loan investments as collateral for the master repurchase agreements. If a financial institution counterparty were to default on its obligation to return the collateral, the Company would be exposed to potential losses to the extent the fair value of the collateral that the Company has pledged to the counterparty exceeded the amount loaned plus interest due to the counterparty.
The following table presents the Company’s net exposure to those counterparties where the amount at risk exceeded 10% of stockholders’ equity as of June 30, 2026 and December 31, 2025 ($ in thousands):
Outstanding PrincipalNet Counterparty Exposure
Weighted Average Life (Years)(1)
June 30, 2026
Citibank N.A.$291,991 $82,726 1.5
Morgan Stanley204,161 52,525 2.9
Total$496,152 $135,251 
December 31, 2025
Citibank N.A.$192,156 60,341 2.0
Wells Fargo Bank395,054 102,419 2.2
Morgan Stanley373,897 96,693 3.4
Total$961,107 $259,453 
(1)Assumes the repurchase agreement’s initial maturity date and does not include any extension options.

                        14


Collateralized Loan Obligations
In March 2026, the Company, through its indirect wholly owned subsidiaries, GS REFT 2026-FL1 Issuer, Ltd. (“CLO Issuer”) and GS REFT-2026 FL1 Co-Issuer, LLC (wholly owned by the CLO Issuer and a co-issuer with the CLO Issuer), issued eight classes of CLO notes totaling $977.8 million. The Company retained two classes of notes, which totaled $53.8 million.
On the CLO closing date, the six classes of notes issued to third parties (“Offered Notes”) were secured by a portfolio of real estate-related assets and cash with a fair value of $1.1 billion, with the real estate-related assets contributed from the Company’s existing loan portfolio. Initially, the proceeds of the issuance also included $67.0 million (“Delayed Closing Collateral Interest”) for the purpose of acquiring an additional commercial real estate loan investment, which the Company subsequently utilized in April 2026. The CLO includes a reinvestment period from the CLO closing date to the payment date in September 2028, per the Indenture relating to the CLO, (plus up to 60 days thereafter to the extent necessary to acquire reinvestment collateral interests pursuant to binding commitments entered into during the reinvestment period) during which the collateral manager is permitted to reinvest certain proceeds arising from the collateral interests in additional collateral interests meeting certain eligibility criteria.
The following table presents the terms of the Offered Notes as of June 30, 2026 ($ in thousands):
CLO Name
Weighted Average Interest Rate(1)
Par Value Outstanding(2)
Number of Loans in Pool
Principal Balance of Collateral
Maturity Date
2026-FL1
5.30%$924,000 24$1,050,000 October 2043
(1) Represents the weighted average interest rate in effect as of June 30, 2026.
(2) Excludes $53.8 million of CLO notes retained by the Company, which are eliminated in consolidation.

The CLO Issuer is a VIE primarily because the CLO does not have sufficient equity at risk to finance its activities without additional financial support. To assess whether the Company has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, the Company considered, among other factors, its role in establishing the VIE and its ongoing rights and responsibilities. The Company determined that it is the primary beneficiary (and hence consolidates the VIE), as (1) the Company has the power to direct activities of the VIE that most significantly impact the VIE’s economic performance, and (2) through the retained interests, the Company has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The Company considers its variable interests, as well as any variable interests of its related parties in making this determination.
The majority of the operations of the VIE are funded with cash flows generated from the loans within the VIE. Assets held by the VIE can be used only to settle obligations of the VIE. The liabilities of the VIE are non-recourse to the Company and can only be satisfied from the assets of the VIE. The Company is not obligated to provide, has not provided, and does not intend to provide material financial support to the VIE.
The consolidation of the CLO Issuer results in an increase in the Company’s gross assets, liabilities, revenues and expenses, however the impact to the Company’s stockholders’ equity and net income are equivalent to the net retained economic interests in the VIE. The following table details the assets and liabilities of the CLO Issuer ($ in thousands):
                        15


June 30, 2026
Assets
Commercial real estate loan investments, at fair value$1,050,000 
Interest receivable4,254 
Other assets150 
Total assets$1,054,404 
Liabilities:
Collateralized loan obligations, net(1)
$971,632 
Other liabilities1,784 
Total liabilities:$973,416 
(1)Includes $53.8 million of CLO notes, held by the Company, which are eliminated in collateralized loan obligations of the consolidated balance sheets as of June 30, 2026.

The following table presents the aggregate amount of maturities of the Company’s outstanding debt obligations as of June 30, 2026 ($ in thousands):
Year
Repurchase agreements(1)
Collateralized loan obligations
2026 (remaining)$— $— 
2027— — 
2028431,670 — 
2029321,506 — 
2030— — 
Thereafter— 924,000 
Total$753,176 $924,000 
(1)Represents the earlier of (i) the maximum maturity of the underlying loans pledged as collateral and (ii) the maturity of the respective master repurchase agreement.

6. OTHER ASSETS AND OTHER LIABILITIES
The following table presents other assets by type ($ in thousands):
June 30, 2026December 31, 2025
Interest receivable7,603 4,750 
Deferred financing costs, net2,083 1,476 
Prepaid and other assets357 157 
Total other assets
$10,043 $6,383 
The following table presents other liabilities by type ($ in thousands):
June 30, 2026December 31, 2025
Accounts payable and accrued expenses$670 $738 
Accrued interest payable3,514 2,484 
Redemptions payable4,927 107 
Other liabilities372 345 
Total other liabilities$9,483 $3,674 
                        16


7. COMMITMENTS AND CONTINGENCIES
The Company was subject to the following commitments and contingencies:
Loan Commitments
As of June 30, 2026, the Company had unfunded loan commitments of $135.8 million, related to its commercial real estate loan investments. Generally, funding commitments are subject to certain conditions that must be met, such as customary construction draw certifications, minimum credit metrics or executions of new leases before advances are made to the borrower.
Litigation
From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of business. The Company establishes an accrued liability for legal proceedings only when those matters present loss contingencies that are both probable and reasonably estimable.
As of June 30, 2026, the Company was not subject to any material litigation nor was the Company aware of any material litigation threatened against it.
8. STOCKHOLDERS’ EQUITY
Authorized Capital
Pursuant to the Company’s charter, the Company is authorized to issue 2,220,000,000 shares of capital stock, of which (i) 2,010,000,000 shares are classified as voting common stock, of which (a) 500,000,000 shares are designated as a series of common stock named Series T, 500,000,000 shares are designated as a series of common stock named Series S, 500,000,000 shares are designated as a series of common stock named Series D, 500,000,000 shares are designated as a series of common stock named Series I, which collectively are one undesignated class of voting common stock, (b) 5,000,000 shares are designated as Class F-I shares and (c) 5,000,000 shares are designated as Class F-II shares and (ii) 110,000,000 shares are classified as non-voting common stock, of which 10,000,000 shares are designated as a series of non-voting common stock named Series NV-1 and 100,000,000 shares are designated as a series of non-voting common stock named Series NV-2, which collectively are one undesignated class of non-voting common stock, $0.01 par value per share, and (iii) 100,000,000 shares are classified as preferred stock, $0.01 par value per share. The voting and non-voting common stock have identical rights, preferences and privileges with the exception that the holders of the non-voting common stock cannot vote their shares on any matter upon which stockholders are entitled to vote. In addition, class-specific accruals may vary between the voting and non-voting common stock.
Common Shares
The following table presents changes to the Company’s outstanding common shares during the six months ended June 30, 2026 and 2025.
                        17


Class S SharesClass I SharesClass F-I Shares
Class F-II Shares
Class NV-2 Shares
Total
December 31, 20254,037,480 8,669,765 2,000,000 998,403 — 15,705,648 
Common shares issued 514,945 937,579 — 998,402 1,398,322 3,849,248 
DRIP shares issued 40,571 97,353 — — 4,155 142,079 
Redemptions(133,984)(223,178)— — — (357,162)
Transfer in/(out)(1)
— (626,570)— — 626,570 — 
March 31, 20264,459,012 8,854,949 2,000,000 1,996,805 2,029,047 19,339,813 
Common shares issued 436,512 1,560,299 — — — 1,996,811 
DRIP shares issued47,374 90,733 — — 40,331 178,438 
Redemptions(3,283)(194,476)— — — (197,759)
June 30, 20264,939,615 10,311,505 2,000,000 1,996,805 2,069,378 21,317,303 
(1)In March 2026, certain Class I Shares were exchanged for an equivalent number of Class NV-2 Shares.
Class S SharesClass I SharesClass F-I Shares
Total
December 31, 2024— 400 — 400 
Common shares issued 1,881,457 5,326,872 — 7,208,329 
DRIP shares issued10,113 12,681 — 22,794 
Redemptions— (400)— (400)
Transfer in/(out)(1)
— (2,000,000)2,000,000 — 
March 31, 20251,891,570 3,339,553 2,000,000 7,231,123 
Common shares issued 857,519 2,723,021 — 3,580,540 
DRIP shares issued22,997 55,148 — 78,145 
June 30, 20252,772,086 6,117,722 2,000,000 10,889,808 

(1)In March 2025, certain Class I Shares were exchanged for an equivalent number of Class F-I Shares.

As of June 30, 2026 and 2025, no Class D or Class T shares were issued. See Note 9 - Redeemable Common Stock for information regarding the Company’s outstanding Class NV-1 common shares.
Share Repurchase Plan
The Company has adopted a share repurchase plan that commenced as of the quarter ended September 30, 2025, whereby eligible stockholders may request on a quarterly basis that the Company repurchase all or any portion of their shares. The total amount of aggregate repurchases under the share repurchase plan of shares of the Company’s common stock will be limited to no more than 5% of the Company’s aggregate NAV per calendar quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month). Shares will be repurchased at a price equal to the NAV per share on the applicable repurchase date, which will generally be equal to the Company’s prior month’s NAV per share, subject to any early repurchase deduction. Subject to certain exceptions, shares that have not been outstanding for at least one year will be repurchased at 95% of the transaction price. The Company’s board of directors has the right to modify, suspend or terminate the share repurchase plan if it deems such action to be in the best interest of the Company and its stockholders. 
Shares obtained by the Adviser or its affiliates, including with respect to the Class NV-1 common stock acquired pursuant to the Goldman Sachs Investment (as defined in Note 11 - Related Party Transactions – Related Party Stock Ownership), are not eligible for repurchase through the share repurchase plan and will not be subject to the repurchase limits of the share repurchase plan or any early repurchase deduction; provided, however, that shares obtained pursuant to the Goldman Sachs Investment are subject to the repurchase limits, subject to certain exceptions, as set forth in the subscription agreement for the Goldman Sachs Investment.
                        18


Class F-I shares are not eligible to participate in the share repurchase plan until January 6, 2027. Class F-II shares are not eligible to participate in the share repurchase plan until the later of (i) January 6, 2027 and (ii) one year from the date of issuance of the Class F-II shares.
Distributions
For the three and six months ended June 30, 2026, the Company declared net distributions of $11.4 million and $20.7 million. For the three and six months ended June 30, 2025, the Company declared net distributions of $5.9 million and $9.3 million. As of June 30, 2026 and December 31, 2025, the Company had $4.0 million and $2.9 million of distributions declared but not paid included in distributions payable on the consolidated balance sheets, of which $0.3 million and $0.2 million was due to related parties.
The table below presents the distributions declared per share for each applicable class of common stock for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, 2026 and 2025
Class SClass IClass NV-1
Class NV-2(1)
Class F-I(2)
Class F-II(3)
June 30, 2026$0.4452 $0.4980 $0.4980 $0.4920 $0.6488 $0.5703 
June 30, 2025$0.5129 $0.5660 $0.5660 $— $0.5660 $— 
Six Months Ended June 30, 2026 and 2025
Class SClass IClass NV-1
Class NV-2(1)
Class F-I(2)
Class F-II(3)
June 30, 2026$0.8907 $0.9960 $0.9960 $0.6595 $1.2835 $1.1273 
June 30, 2025$0.9765 $1.0820 $1.0820 $— $0.7060 $— 
(1)Class NV-2 shares were not issued and outstanding until March 2, 2026.
(2)Class F-I shares were not issued and outstanding until March 3, 2025.
(3)Class F-II shares were not issued and outstanding until December 1, 2025.

Distributions declared for the three and six months ended June 30, 2026 and 2025, were all characterized as distributions from ordinary income.
Distribution Reinvestment Plan
The Company adopted a distribution reinvestment plan ("DRIP") whereby eligible stockholders who elect to participate in the distribution reinvestment plan or who are automatically enrolled pursuant to the terms of a subscription for shares of the Company’s common stock may have their cash distributions reinvested in additional shares of common stock. The per share purchase price for shares purchased pursuant to the distribution reinvestment plan will be equal to the most recently disclosed transaction price per share applicable to the class of shares purchased by the participant on the record date for the distribution. Stockholders will not pay upfront selling commissions or placement fees when purchasing shares pursuant to the distribution reinvestment plan, but will pay selling commissions over time as distribution fees, as described in Note 11 - Related Party Transactions. Class F-I shares and Class F-II shares are not eligible to participate in the Company’s DRIP.
Share-Based Compensation
In January 2026, the Company granted 13,567 restricted shares of Class I common stock to the Company’s independent directors related to fiscal year 2026 under the board compensation plan. The restricted shares granted for fiscal year 2026 will become unrestricted shares of common stock on December 31, 2026, subject to certain conditions that accelerate vesting.
In January 2025, the Company granted 1,612 and 11,800 restricted shares of Class I common stock, to the Company’s independent directors related to fiscal years 2024 and 2025 under the board compensation plan. The restricted shares granted for 2024 and 2025 vested and became unrestricted shares of common stock on January 6, 2025 and December 31, 2025.
                        19


For the three and six months ended June 30, 2026, the Company recognized $0.1 million and $0.2 million of compensation expense related to these awards. For the three and six months ended June 30, 2025, the Company recognized $0.1 million and $0.2 million of compensation expense related to these awards.
9. REDEEMABLE COMMON STOCK
The redeemable common stock consists of the non-voting stock related to the Goldman Sachs Investment (as defined in Note 11 - Related Party Transactions – Related Party Stock Ownership). The following tables present the Company’s outstanding Class NV-1 common stock for the three and six months ended June 30, 2026 and 2025 ($ in thousands, except share amounts):
Class NV-1 Shares OutstandingClass NV-1 Carrying Value
Balance as of December 31, 20251,000,000 $25,068 
Common shares issued— — 
Adjustment to carrying value— (68)
Balance as of March 31, 20261,000,000 $25,000 
Common shares issued1,001,201 $25,000 
Adjustment to carrying value— — 
Balance as of June 30, 20262,001,201 $50,000 
Balance as of December 31, 2024— $— 
Common shares issued1,000,000 25,000 
Redemptions— — 
Balance as of March 31, 20251,000,000 $25,000 
Common shares issued— $— 
Adjustment to carrying value— 33 
Balance as of June 30, 20251,000,000 $25,033 
10. FAIR VALUE OF FINANCIAL INSTRUMENTS
A three-level valuation hierarchy exists for disclosure of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect the assumptions that market participants would use when pricing an instrument. The three levels are defined as follows:
Level 1 — quoted prices are available in active markets for identical investments as of the measurement date. The Company does not adjust the quoted price for these investments.
Level 2 — quoted prices are available in markets that are not active or model inputs are based on inputs that are either directly or indirectly observable as of the measurement date.
Level 3 — pricing inputs are unobservable and include instances where there is minimal, if any, market activity for the investment. These inputs require significant judgment or estimation by management or third parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2. 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.
                        20


Valuation of Financial Instruments Measured at Fair Value on a Recurring Basis
The Company elected the fair value option for its commercial real estate loan investments, which are classified within level 3 of the fair value hierarchy, and its real estate-related securities, which are classified within level 2 of the fair value hierarchy, as of June 30, 2026.
The following table presents the Company’s financial instruments measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 ($ in thousands):
Fair Value Measurements Using:
Level 1Level 2Level 3Total at Fair Value
June 30, 2026
Commercial real estate loan investments$— $— $2,091,305 $2,091,305 
Real estate-related securities— 76,071 — 76,071 
Total$— $76,071 $2,091,305 $2,167,376 
December 31, 2025
Commercial real estate loan investments$— $— $1,287,006 $1,287,006 
Real estate-related securities— 23,095 — 23,095 
Total$— $23,095 $1,287,006 $1,310,101 
Valuation of Commercial Real Estate Loan Investments
The Company’s commercial real estate loan investments consist of senior mortgages and one mezzanine loan that are classified as level 3. These commercial real estate loan investments are carried at fair value based on significant unobservable inputs. The Company determines fair value by utilizing or reviewing certain of the following inputs (i) market yield data, (ii) discounted cash flow modeling, (iii) collateral asset performance, (iv) macro real estate performance, (v) capital market conditions, (vi) loan-to-value ratio, debt service coverage, and debt yield, and (vii) borrower financial condition and performance.
The following table presents a summary of the changes in fair value measurements of the Company’s commercial real estate loan investments ($ in thousands):
Six Months Ended June 30,
20262025
Beginning balance$1,287,006 $— 
Loan acquisition, origination and fundings835,213 560,122 
Loan repayments(30,914)— 
Discount accretion302 — 
Unrealized gain (loss) on commercial real estate loan investments(302)1,262 
Ending balance$2,091,305 $561,384 





                        21


The following tables present the significant unobservable inputs used in the fair value measurement of the Company’s commercial real estate loan investments:
Valuation TechniqueUnobservable InputWeighted Average RateRangeWeighted Average Life (years)
June 30, 2026
Discounted cash flowDiscount rate6.21%
5.87%-7.12%
1.9
December 31, 2025
Discounted cash flow Discount rate 6.45%
6.08%-7.43%
2.3
The discount rate above is subject to change based on changes in economic and market conditions, in addition to changes in the underlying economics of the arrangement, such as changes in the underlying property valuation and debt service. These rates are also based on the location, type and nature of each underlying property and related industry publications. Changes in discount rates result in increases or decreases in the fair values of these investments. The discount rate encompasses, among other things, uncertainties in the valuation models with respect to the amount and timing of cash flows. The weighted average life above is based on expected cash flows. It is not possible for the Company to predict the effect of future economic or market conditions based on the estimated fair values.
Financial Instruments Not Measured at Fair Value
The fair values of certain short-term financial instruments such as cash and cash equivalents and other financial instruments approximate their carrying value on the consolidated balance sheets. Cash equivalents are primarily money market funds, which would have been classified as level 1 if they had been included in the Company’s fair value hierarchy.
The fair value of the Company’s indebtedness is estimated by modeling the cash flows required by the Company’s debt obligations and discounting them back to the present value using an estimated market yield. Additionally, the Company considers current market rates and conditions by evaluating similar borrowing agreements with comparable loan-to-value ratios and credit profiles. The inputs used to determine the fair value of the Company’s indebtedness are considered level 3.
The tables below present the Company’s financial instruments not measured at fair value as of June 30, 2026 and December 31, 2025 ($ in thousands):
Carrying AmountFair Value
June 30, 2026
Repurchase agreements$753,176 $753,176 
Collateralized loan obligations924,000 924,000 
Total$1,677,176 $1,677,176 
December 31, 2025
Repurchase agreements$961,107 $961,107 





                        22


11. RELATED PARTY TRANSACTIONS
Due to Affiliates
The table below presents information regarding due to affiliates as of June 30, 2026 and December 31, 2025 ($ in thousands):
June 30, 2026December 31, 2025
Accrued distribution fee$8,707 $7,315 
Advanced offering costs1,659 1,894 
Advanced organization costs1,845 2,050 
Reimbursable general and administrative expenses(1)
2,018 793 
Management fee553 395 
Performance fee1,353 917 
Other financing costs82 — 
Accrued transfer agent fee69 48 
Total$16,286 $13,412 
(1)As of June 30, 2026 and December 31, 2025, reimbursable general and administrative expenses include $0.4 million and $0 related to Expense Support, as described below.

Advisory Agreement
In June 2024, the Company entered into an advisory agreement with Goldman Sachs & Co. LLC, (the “Advisory Agreement”), which was assigned to the Adviser, effective December 1, 2025, in connection with an internal business reorganization within Goldman Sachs Asset Management. Pursuant to the Advisory Agreement among the Company and the Adviser, the Adviser is responsible for sourcing, evaluating and monitoring the Company’s investment opportunities and making decisions related to the origination, acquisition, management, financing and disposition of the Company’s investments, in accordance with the Company’s investment objectives, guidelines, policies and limitations, subject to oversight by the Company’s board of directors.
Management Fee and Performance Fee
The Adviser is paid an annual management fee equal to 1.25% of the aggregate NAV of each of the Class S, Class T, Class D, Class I, Class F-I, Class F-II and non-voting common stock, payable monthly in arrears, subject to any waiver as described below. In calculating the management fee, the Company uses each class’s respective NAV before giving effect to accruals for the management fee, performance fee, distribution fees or distributions payable on its shares. The management fee may be paid, at the Adviser’s election, in cash or shares (in a class or multiple classes of its choosing).
                        23


The Adviser may be entitled to a performance fee, which is accrued monthly and payable quarterly (or part thereof that the Advisory Agreement is in effect) in arrears, subject to any waiver as described below. Commencing with the calendar quarter representing the fourth full calendar quarter completed since the date of the initial closing of the Offering, the Performance Fee will be an amount, not less than zero, equal to (i) 12.5% of cumulative Core Earnings (as defined in the Advisory Agreement) for the immediately preceding four calendar quarters (each such period, a “Four-Quarter Performance Measurement Period”), subject to a hurdle rate, expressed as an annual rate of return on average adjusted capital, equal to 5.0% (the “Annual Hurdle Rate”) minus (ii) the sum of any performance fees paid to the Adviser with respect to the first three calendar quarters in the applicable Four-Quarter Performance Measurement Period. As a result, the Adviser does not earn a performance fee for any calendar quarter until Core Earnings for the applicable Four-Quarter Performance Measurement Period exceed the Annual Hurdle Rate. Once Core Earnings exceeds the Annual Hurdle Rate, the Adviser is entitled to a “catch-up” fee equal to the amount of Core Earnings in excess of the Annual Hurdle Rate, until Core Earnings for the applicable Four-Quarter Performance Measurement Period exceed a percentage of average adjusted capital equal to the Annual Hurdle Rate divided by 0.875 (or 1 minus 0.125) for the applicable Four-Quarter Performance Measurement Period. Thereafter, the Adviser is entitled to receive 12.5% of Core Earnings. Proportional calculation methodologies will be applied prior to the completion of the calendar quarter representing the fourth full calendar quarter completed since the date of the initial closing of the Offering. The performance fee may be paid, at the Adviser’s election, in cash or shares (in a class or multiple classes of its choosing).
Except as described below with respect to the Class F-I and Class F-II shares, the Adviser waived its management fee and performance fee through October 6, 2025, the first nine months from escrow break in the Offering. For the three and six months ended June 30, 2026, the Company has accrued $1.6 million and $2.9 million and paid $1.5 million and $2.7 million of management fees. For the three and six months ended June 30, 2026, the Company has accrued $1.4 million and $2.2 million and paid $0.9 million and $1.8 million of performance fees. No management fee or performance fee was accrued or paid during the three and six months ended June 30, 2025.
The Adviser agreed to waive the management fee and the performance fee with respect to the Class F-I shares until the third anniversary of the date on which the Company has raised at least $50 million of gross offering proceeds from the issuance of Class F-I shares (the “Third Anniversary”) or, if a repurchase request was made before the Third Anniversary for all outstanding Class F-I shares under the Company’s share repurchase plan, until all such shares have been redeemed. Class F-II shares will pay the management fee from the date of issuance and will not be subject to the performance fee in perpetuity.
Expense Reimbursement
Under the Advisory Agreement, and subject to certain limitations, the Adviser is entitled to reimbursement of all costs and expenses incurred by it or its affiliates on the Company’s behalf, provided that the Adviser is responsible for the expenses related to any and all personnel of the Adviser who provide investment advisory services to the Company pursuant to the Advisory Agreement.
The Adviser agreed to advance all organization and offering costs other than upfront selling commissions, placement fees and distribution fees on behalf of the Company through the first anniversary of the date on which the Company broke escrow for the Offering (January 6, 2026). During 2025, the Adviser advanced organization costs of $2.0 million and offering costs of $1.9 million on the Company’s behalf. No such costs were advanced by the Adviser during the three and six months ended June 30, 2026. The Company began to reimburse the Adviser for such agreed upon advanced costs ratably over a 60-month period commencing on January 6, 2026 and paid $0.2 million and $0.4 million during the three and six months ended June 30, 2026 related to such costs.

                        24


The Adviser and its affiliates have also paid certain general and administrative expenses and financing costs on the Company’s behalf. During the three and six months ended June 30, 2026, the Company incurred $0.4 million and $0.9 million and paid the Adviser $0. During the three and six months ended June 30, 2025, the Company incurred $1.2 million and $2.8 million and paid the Adviser $0.8 million and $0.8 million related to such costs. In addition, the Adviser has paid certain general and administrative expenses on the Company’s behalf under the Expense Support Agreement, as described below.
Expense Support Agreement
In February 2025, the Company entered into an Expense Support and Reimbursement Agreement (the “Expense Support Agreement”) with the Adviser. Pursuant to the Expense Support Agreement, until January 6, 2027, the Adviser may elect to pay certain general and administrative expenses of the Company on the Company’s behalf (each, an “Expense Payment”).
Following any calendar month in which distributable earnings for such calendar month exceed the distributions accrued for the Company’s common stockholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Available Operating Funds”), the Company will pay such Available Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Company have been reimbursed. Any payment required to be made by the Company is referred to herein as a “Reimbursement Payment.” To the extent not previously reimbursed, all unreimbursed Expense Payments (other than those permanently waived by the Adviser) shall be due and payable on the earlier of January 6, 2030, or the termination of the Expense Support Agreement.
The Company’s obligation to make a Reimbursement Payment will automatically become a liability of the Company on the last business day of the applicable calendar month, except to the extent the Adviser has deferred its right to receive such payment for the applicable month (or permanently waived). During the three and six months ended June 30, 2026, the Company incurred $0.5 million and $0.9 million of expenses reimbursable to the Adviser related to the Expense Support Agreement. During the three and six months ended June 30, 2025, the Company incurred $0.3 million and $0.8 million of expenses reimbursable to the Adviser related to the Expense Support Agreement. During the three and six months ended June 30, 2026, the Company repaid $0.5 million and $0.5 million of expenses reimbursable to the Adviser related to the Expense Support Agreement. During the three and six months ended June 30, 2025, the Company repaid $0.3 million and $0.3 million of expenses reimbursable to the Adviser related to the Expense Support Agreement.

Placement Agreement
In June 2024, the Company entered into a placement agent agreement, which has been subsequently amended (the “Placement Agent Agreement”) for the Offering with Goldman Sachs & Co. LLC (in its capacity as placement agent, the "Placement Agent") as a placement agent. The Placement Agent agreed to, among other things, manage the Company’s relationships with third-party broker-dealers engaged by the Placement Agent to participate in the distribution of shares of the Company’s Class T, Class S, Class D, Class I, Class F-II and Class NV-2 common stock, which the Company refers to as “sub-placement agents” or “participating broker-dealers,” and financial professionals.
The Placement Agent is entitled to receive upfront selling commissions of up to 3.0%, and upfront placement agent fees of 0.5%, of the transaction price of each Class T share sold in the Company’s primary offering; however such amounts may vary at certain participating broker-dealers, provided that the sum will not exceed 3.5% of the transaction price. The Placement Agent is entitled to receive upfront selling commissions of up to 3.5% of the transaction price of each Class S share sold in the primary offering. The Placement Agent may be entitled to receive upfront selling commissions of up to 1.5% of the transaction price of each Class D share sold in the primary offering. No upfront selling commissions or placement fees are paid with respect to purchases of Class I, Class F-II, Class NV-2, or shares of any classes sold pursuant to the distribution reinvestment plan. The Placement Agent anticipates that all or a portion of the upfront selling commissions and placement fees will be retained by, or paid to, participating broker-dealers.
                        25


The Company pays the Placement Agent selling commissions over time as distribution fees as follows:
•0.85% per annum of the aggregate NAV of the Company’s outstanding Class T shares, consisting of a representative distribution fee of 0.65% per annum, and a dealer distribution fee of 0.20% per annum. Class T shares sold through certain participating broker-dealers, the representative distribution fee and the dealer distribution fee may be other amounts, provided that the sum of such fees will always equal 0.85% per annum of the NAV of such shares;
•0.85% per annum of the aggregate NAV of the Company’s outstanding Class S shares; and
•0.25% per annum of the aggregate NAV of the Company’s outstanding Class D shares.
The Company does not pay a distribution fee with respect to outstanding Class I, Class F-II or Class NV-2 shares sold in the Offering.
Distribution fees are paid monthly in arrears. The Placement Agent pays all or a portion of the distribution fees to participating broker-dealers and servicing broker-dealers, and will rebate distribution fees to the Company to the extent a broker-dealer is not eligible to receive them unless the Placement Agent is serving as the broker-dealer of record with respect to such applicable shares.
The Company will cease paying the distribution fee with respect to any Class T, Class S, or Class D shares held in a stockholder's account at the end of the month in which it is determined that the aggregate upfront selling commissions, placement fees and distribution fees paid with respect to such shares equal or exceeds, in aggregate, the limit, if any, and as set forth in the applicable agreement with the participating broker-dealer at the time the shares were issued (the “Distribution Fee Limit”) of the gross proceeds from the sale of such shares (including the gross proceeds of any shares issued under the distribution reinvestment plan thereto). At the end of such month, each Class T, Class S, or Class D share held in such account (including shares in such account purchased through the distribution reinvestment plan or received as a stock dividend) will convert into a number of Class I shares (including any fractional shares) with an equivalent aggregate NAV as such share.
For the three and six months ended June 30, 2026, the Company accrued $0.9 million and $1.9 million for selling commissions over time as distribution fees. For the three and six months ended June 30, 2025, the Company accrued $1.7 million and $5.5 million for selling commissions over time as distribution fees. For the three and six months ended June 30, 2026, the Company has paid the Placement Agent $0.2 million and $0.5 million related to such fees. For the three and six months ended June 30, 2025, the Company has paid the Placement Agent $0.1 million and $0.2 million related to such fees.
Other Compensation
In addition to the fees and commissions described above, the Placement Agent may elect to pay supplemental fees or commissions to sub-placement agents and participating broker-dealers in connection with the Company’s private offering. Such supplemental fees or commissions may be paid at the time of sale or over time. The Company may also pay directly, or reimburse the Placement Agent if the Placement Agent pays on the Company’s behalf, any organization and offering expenses (other than upfront selling commissions and distribution fees).
Transfer Agreement
In June 2024, the Company entered into a transfer agreement (“Transfer Agreement”) with Goldman Sachs & Co. LLC (in its capacity as transfer agent, the “Transfer Agent”), which also acts as the Company’s Placement Agent, to act as the Company’s transfer agent. The Transfer Agent will earn, at an annual rate of, 0.05% of average NAV at the end of the then-current quarter and the prior calendar quarter (and, in the case of the Company’s first quarter, NAV as of such quarter-end) for serving as the Company’s transfer agent. The Company will not reimburse the Transfer Agent for its own internal costs in providing transfer agency services to the Company.
For the three and six months ended June 30, 2026, the Company recognized expense of $0.1 million and $0.1 million for the transfer agent fee. For the three and six months ended June 30, 2025, the Company recognized expense of $32 thousand and $0.1 million. For the three and six months ended June 30, 2026, the Company paid the
                        26


Transfer Agent $58 thousand and $0.1 million for the transfer agent fee. For the three and six months ended June 30, 2025, the Company paid the transfer agent $26 and $26 thousand for the transfer agent fee.

Placement Agent Agreement for CLO
In connection with the Company’s entry into a CLO, Goldman Sachs & Co. LLC, along with Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Santander US Capital Markets LLC and Raymond James & Associates, Inc., acted as placement agent to place the Offered Notes in the CLO pursuant to a Placement Agency Agreement dated as of March 13, 2026. The Company paid Goldman Sachs & Co. LLC approximately $0.7 million representing its portion of the placement agent compensation. Because Goldman Sachs & Co. LLC is an affiliate of the Company, the transaction constituted a related-party transaction and was reviewed and approved by the independent members of the Company’s Affiliate Transactions Committee in accordance with the Company’s related-party transaction policies.
Collateral Management Agreement for CLO
The Adviser serves as the collateral manager for the CLO. As such, it will perform certain advisory, administrative and monitoring functions with respect to the collateral interests securing the offered notes pursuant to a Collateral Management Agreement, dated as of March 31, 2026. The Adviser has waived its entitlement to the collateral manager fee for so long as the Adviser or any of its affiliates is the collateral manager and also the Company’s advisor.
Acquisitions from Goldman Sachs
Goldman Sachs agreed to source up to $250 million in real estate debt investments (the “Warehoused Investments”) on a revolving basis for up to one year after the Company broke escrow in the offering, subject to extensions in the sole discretion of Goldman Sachs. Unless the Company’s affiliate transaction committee approves otherwise, the Company pays in connection with each such conveyance an amount equal to (x) the lower of (i) fair value (determined in accordance with the Company’s valuation guidelines) of such Warehoused Investment plus accrued interest, less the unamortized original issue discount through the date of settlement and (ii) the cost of the Warehoused Investment to Goldman Sachs plus accrued interest through the date of settlement, and (y) related costs and expenses, including transaction expenses and expenses of conveyance. The Company’s affiliate transaction committee will be asked to approve the terms of conveyance for each Warehoused Investment as being fair and reasonable to the Company and on terms and conditions no worse than those available from unaffiliated third parties.
In January 2025, the Company acquired three Warehoused Investments from Goldman Sachs, each for a conveyance amount based on cost as set forth in (ii) above with an aggregate transfer price of $137.4 million.
In May 2025, the Company acquired an investment from an affiliate of the Adviser for $54.6 million. The acquisition price was equal to the fair value of the loan investments as provided by the Company’s independent valuation advisor, which was also the par value of the loan.
Related Party Stock Ownership
In October 2024, the Company entered into a subscription agreement with Goldman Sachs pursuant to which Goldman Sachs has agreed to purchase an aggregate amount of $100 million in Class NV-1 common stock in increments of $25 million, at a price per share equal to the Company’s most recently determined NAV for the Class NV-1 common stock, or if NAV has yet to be calculated, then $25.00 (the “Goldman Sachs Investment”). The purchase was made initially on the date of the initial closing of the Offering. In May 2026, upon reaching NAV of $500 million, the Company issued an aggregate of 1,001,201 of its shares of Class NV-1 common stock to Goldman Sachs at a price per share of $24.97 for an aggregate purchase price of $25.0 million. Subsequent purchases will be made upon the first date the Company’s NAV reaches each of $750 million and $1 billion.
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Goldman Sachs has agreed to hold the shares of Class NV-1 common stock issued in respect of the Goldman Sachs Investment until the earlier of (i) the first date that the Company’s NAV reaches $1.5 billion and (ii) three years after the initial closing in the Offering. Following such date, Goldman Sachs may request quarterly, with respect to the shares issued in respect of the Goldman Sachs Investment, that the Company repurchases, a number of Class NV-1 common stock in an amount equal to the amount available under the Company’s share repurchase plan’s 5% quarterly cap, but only after the Company first satisfies repurchase requests from all other common stockholders who have properly submitted a repurchase request for such quarter in accordance with the Company’s share repurchase plan. Notwithstanding the foregoing, for so long as Goldman Sachs acts as Adviser, the Company will not effect any Goldman Sachs repurchase during any quarter in which the full amount of all common shares requested to be repurchased by stockholders other than Goldman Sachs under the Company’s share repurchase plan is not repurchased or when the Company’s share repurchase plan has been suspended.
In addition, subject to certain exceptions, at any time after an initial one-year period following the initial closing in the Offering where the Company’s common shares owned by Goldman Sachs were to represent 25% or more of the Company’s total equity (such percentage referred to herein as the “Goldman Sachs Interest”), the Company will repurchase an amount of the Company’s common shares from Goldman Sachs as may be necessary to cause the Goldman Sachs Interest to remain equal to or less than 24.99% of the Company’s total equity.
See Note 9 - Redeemable Common Stock for details of the shares and balance as of period end.
Repurchase of Sponsor’s Initial Capitalization Amount
In February 2025, the Company’s board of directors approved the repurchase of the 400 Class I shares purchased by Goldman Sachs in connection with the initial capitalization in a per share amount equal to the initial purchase price of $25.00. The shares were redeemed by the Company in February 2025.
12. SEGMENT REPORTING
The Company defines reportable segments based on the way in which the chief operating decision maker (“CODM”), currently the chief executive officer and chief financial officer, makes key operating decisions, evaluates financial results, manages the operations and allocates resources. The Company has determined that there is one reportable segment based on how the CODM reviews and manages the business, which originates and acquires commercial real estate loan investments and invests in real estate-related securities.
The CODM reviews, among other things, consolidated net income that is reported on the consolidated statements of operations to make decisions, allocates resources and assesses performance and does not evaluate the net income from any separate geography or product line. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. Because the accounting policies for the segment are the same as those described in Note 2 - Significant Accounting Policies, total segment net income and total segment assets are equal to total net income and total assets, as reported on the consolidated statements of operations and consolidated balance sheets. The significant segment expenses regularly provided to the CODM, generally, include interest expense and general and administrative expenses, as separately presented on the consolidated statements of operations.
13. SUBSEQUENT EVENTS
The Company evaluated subsequent events through the date that the consolidated financial statements were issued and determined that there were no material events or transactions that would require recognition or additional disclosure in the consolidated financial statements.
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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References herein to “Goldman Sachs Real Estate Finance Trust,” the “Company,” “we,” “us,” or “our” refer to Goldman Sachs Real Estate Finance Trust Inc and its subsidiaries unless the context specifically requires otherwise.
The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q as well as the information contained in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”).
Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue” or “believe” or the negatives of, or other variations on, these terms or comparable terminology; however, not all forward-looking statements may contain such words. You should read statements that contain these words carefully because they include information about possible or assumed future results of our business, investment strategies, financial condition, liquidity, results of operations, plans and objectives. Forward-looking statements are subject to risks, uncertainties and assumptions and may be affected by known and unknown risks, trends, uncertainties and factors that are difficult to predict and are generally beyond our control.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. You should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. These events or factors include but are not limited to those described under the section entitled “Summary Risk Factors” and in Part I, Item IA in our Form 10-K. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with the U.S. Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.
Executive Overview
Introduction
Goldman Sachs Real Estate Finance Trust Inc is a perpetual life, net asset value (“NAV”)-based real estate investment trust (“REIT”) formed on March 8, 2024, as a Maryland corporation to originate, acquire and manage a portfolio of commercial real estate loans secured by high-quality assets located in North America (primarily in the United States). The investment objective is to generate current income and attractive risk-adjusted returns by originating senior secured, floating-rate loans, and, to a lesser extent, B Notes and mezzanine loans (collectively, “junior loans”), collateralized by real property or ownership interests in real property (collectively “Credit Investments”). Our Credit Investments are expected to be diversified across property type and geography, with a focus on multifamily, industrial, student housing, senior housing, hospitality, retail and other major sectors located in gateway and growth markets. We expect to generate current cash flow by financing real estate assets or portfolios in moderate transition.
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We are externally managed by Goldman Sachs Asset Management, L.P. (the “Adviser”). The Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended, with personnel responsible for acting on its behalf as a registered investment adviser. Goldman Sachs & Co. LLC, an affiliate of our Adviser and our initial adviser until December 1, 2025, is a registered broker-dealer and acts as the Placement Agent for the private offering (in its capacity as our placement agent, the “Placement Agent”).
We intend to elect to be taxed and to operate in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2025. As a REIT, we 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 stockholders and maintain our qualification as a REIT.
We satisfied the minimum offering amount and broke escrow in the continuous private offering on January 6, 2025 (“Escrow Break”).
Factors Impacting Our Operating Results
Our operating results can be affected by a number of factors and depend on loan origination activity, interest earned on the commercial real estate loan investments held in the portfolio, interest paid on the borrowing facilities of the portfolio and changes in the fair market value of our commercial real estate loan investments and real estate-related securities. Our net interest income varies primarily as a result of the number of loan originations in the period, the timing of entering into new borrowing arrangements, repayments from the borrowers of the outstanding principal balance of our commercial real estate loan investments during the period, and changes in benchmark interest rates and market spreads. Market spreads vary according to the type of investment or borrowing, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. In addition, to the extent we sponsor collateralized loan obligations (“CLO”) and retain the junior securities, our operating results will be affected by the performance of the underlying collateral, including default rates, loss severities and prepayment rates, as well as the structural features and payment priorities of the CLO, all of which may cause the value of and cash flows on our retained interests to fluctuate.
We have elected the fair value option for our commercial real estate loan investments and investments in real estate-related securities. The fair market value of our commercial real estate loans can be impacted primarily by changes in credit spread premiums (yield advantage over a benchmark rate) and the supply of, and demand for, assets in which we invest. In determining the fair value of a particular real estate-related security, we use pricing service providers, who may use broker-dealer quotations, reported trades or valuation estimates from their internal pricing models to determine the reported price.
Outlook
During the second quarter of 2026, commercial real estate market fundamentals continued to show signs of stabilization and improvement, contributing to sustained transaction volume and lending activity, despite broader market volatility from geopolitical and technological uncertainty. With liquidity persisting across real estate credit markets, we continue to observe spread compression, particularly in the multifamily sector, and remain actively engaged in navigating the competitive landscape. Our transaction volume, alongside key market participant data, suggests continued momentum for direct investment in real estate and real estate capital markets activity.
With monetary policy expectations settling around a path of gradual, moderate rate hikes, real estate investors have demonstrably adapted to the current rate environment, as evidenced by the continued acceleration in transaction activity through the first half of 2026. We expect this momentum to persist absent a material shift in the pace or magnitude of policy tightening. The demand for credit has sustained through the second quarter, thereby creating more opportunities for us to deploy capital at current valuations. We believe the portfolio is well positioned to continue performing across varying interest rate environments. Given the floating rate nature of the loans in the portfolio, modest rate hikes could be marginally beneficial to the portfolio’s yield.
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Since commencing investment activity, we have capitalized on the opportunity to generate attractive risk-adjusted yields with a significant equity cushion from a senior lending position at current valuations for the real estate collateral. The current portfolio is comprised primarily of senior loans across the multifamily, industrial, hospitality and self-storage sectors, supported by stable in-place cash flows and/or select transitional business plans requiring a moderate level of investment for lease-up, renovation, or repositioning. All loans in the portfolio are structured with robust downside protections to mitigate potential risks, including performance-based extension tests, cash management provisions, and interest rate floors. We continue to actively monitor the portfolio through in-house loan asset management and close alignment with sponsors.
Despite increased competition we remain selective and disciplined in our underwriting. From a portfolio construction perspective, we maintain conviction in defensive property types within markets supported by favorable long-term demographic and economic trends to generate durable income and withstand operating pressure. We believe the ongoing supply-demand imbalance in real estate credit will continue to create favorable opportunities for alternative lending providers.
Second Quarter 2026 Highlights
Capital Activity
•Declared monthly net distributions totaling $11.4 million.
•Raised $49.1 million of net proceeds from the sale of our common stock through our continuous private offering plus $25.0 million from the Goldman Sachs Investment.
Investments
•Originated seven senior and one mezzanine floating rate commercial real estate loans collateralized by multifamily and industrial properties in the United States with a loan commitment amount of $643 million and total outstanding principal amount of $587 million.
•Purchased $35.0 million in real estate-related securities.
Financing Activities
•Pledged certain commercial real estate loans as collateral to our repurchase agreements and made net borrowings of $323.5 million.
Financial Condition
Investment Activities
As of June 30, 2026, we originated or acquired commercial real estate loans with a fair value of $2.1 billion. We elected the fair value option for our commercial real estate loan investments and, accordingly, we recognize any origination costs or fees associated with the loans in the period of origination. Our commercial real estate loan investments earn interest at term Secured Overnight Financing Rate (“SOFR”) plus a spread and had a weighted average interest rate of 6.29% as of June 30, 2026.
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The table below presents certain selected information regarding our loan portfolio ($ in thousands):
June 30, 2026December 31, 2025
Number of investments3725
Principal balance outstanding2,091,3051,287,006
Fair value2,091,3051,287,006
Unfunded loan commitments(1)
135,83783,174
Weighted-average interest rate(2)
6.29%6.49%
Weighted-average maximum maturity (years)(3)
4.44.6
Weighted average loan to value (LTV)(4)
65%66%
(1)Unfunded commitments generally consist of funding for leasing costs, interest reserves and capital expenditures. These future commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.
(2)Represents the weighted average of interest rates that were in-place on each loan as of period end. Loans earn interest at one-month term SOFR plus a spread.
(3)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)The weighted average LTV for our commercial real estate loan investments is based on the loan principal amount and the independent property appraisals.

The following charts illustrate the composition of our loan portfolio based on fair value as of June 30, 2026:
14931494
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As of June 30, 2026, we had the following investments in commercial real estate loan investments ($ in thousands):
Property TypeLocation
Origination Date(1)
Weighted Average Interest Rate(2)
Loan Amount(3)
Principal Balance Outstanding
Fair Value
Maximum Maturity Date(4)
MultifamilyNashville, TN1/10/20256.31%$33,300 $33,300 $33,300 2030
IndustrialVarious1/10/20256.21%127,200 114,504 114,504 2031
IndustrialRiverside, CA1/15/20256.51%68,493 61,157 61,157 2030
MultifamilyAustin, TX2/7/20256.31%37,500 37,350 37,350 2030
IndustrialLas Vegas, NV2/28/20256.41%31,000 29,026 29,026 2030
MultifamilyCharlotte, NC4/25/20256.11%51,000 51,000 51,000 2030
Self StorageLos Angeles, CA4/25/20257.36%55,079 51,304 51,304 2030
MultifamilyDenver, CO4/28/20256.06%72,700 72,200 72,200 2030
IndustrialMulti-city, NJ5/16/20256.47%74,341 54,585 54,585 2029
MultifamilyPhoenix, AZ5/22/20256.16%52,500 51,500 51,500 2030
HotelPhoenix, AZ5/30/20257.16%51,500 51,500 51,500 2030
MultifamilyTampa, FL7/11/20256.16%110,482 105,482 105,482 2030
MultifamilyBoston, MA8/6/20256.06%69,500 69,500 69,500 2030
MultifamilyGeorgetown, TX8/28/20256.51%37,000 37,000 37,000 2030
HotelMiami, FL9/26/20256.66%61,000 61,000 61,000 2030
MultifamilyEmeryville, CA9/30/20256.81%51,300 50,650 50,650 2030
MultifamilySan Francisco, CA10/21/20256.01%29,125 29,125 29,125 2030
IndustrialBuda, TX10/24/20256.76%40,600 29,447 29,447 2030
MultifamilyAustin, TX11/4/20256.06%48,600 47,995 47,995 2030
MultifamilyHouston, TX11/21/20255.91%43,900 40,000 40,000 2030
MultifamilyHouston, TX12/2/20255.91%38,560 37,500 37,500 2031
MultifamilyDallas, TX12/12/20256.06%44,600 44,600 44,600 2031
MultifamilyHouston, TX12/15/20255.91%48,600 47,300 47,300 2031
MultifamilyCharlotte, NC12/19/20256.01%55,000 54,837 54,837 2031
IndustrialFort Worth, TX1/23/20266.36%31,370 28,616 28,616 2031
IndustrialIslandia, NY1/30/20266.71%41,000 35,300 35,300 2031
MultifamilyBoone, NC2/3/20266.11%50,475 50,475 50,475 2031
MultifamilyDenver, CO2/26/20266.06%81,000 80,350 80,350 2031
MultifamilyRaleigh, NC2/26/20266.11%47,247 47,247 47,247 2031
MultifamilyNew York, NY4/17/20266.16%23,700 20,300 20,300 2031
MultifamilyNew York, NY4/17/20266.16%125,000 125,000 125,000 2031
IndustrialPhoenix, AZ4/30/20266.71%71,600 61,657 61,657 2031
MultifamilyDurham, NC5/21/20266.16%53,000 49,080 49,080 2031
MultifamilySkokie, IL6/3/20266.09%133,000 132,000 132,000 2031
IndustrialOntario, CA6/25/20266.11%50,400 33,300 33,300 2031
IndustrialRiverside, CA6/25/20266.11%63,300 50,500 50,500 2031
HotelSavannah, GA6/30/20266.56%123,169 115,618 115,618 2031
Total
6.29%$2,227,141 $2,091,305 $2,091,305 
(1)Origination date represents the date the loan investment was initially originated or acquired by us.
(2)Loans earn interest at one-month term SOFR plus a spread, based on the rates that were in-place for each loan as of period end.
(3)Loan amounts consist of outstanding principal balance plus unfunded loan commitments for each loan.
(4)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.

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Loan Risk Ratings
We evaluate each loan at origination and assign an overall risk rating based on several factors, including but not limited to, credit metrics and volatility, sponsorship, sector type, property condition and performance, and market to determine the overall health of each loan investment in the portfolio (“Loan Risk Rating”). Loans are rated “1” (Very Low Risk), “2” (Low Risk), “3” (Average Risk), “4” (High Risk/Potential for Loss), or “5” (Impaired/Loss likely). We re-evaluate the loan risk ratings on our loan portfolio quarterly and update risk ratings as needed. Loan risk ratings are assessed subjectively and may not accurately reflect the risk associated with our loans or be directly comparable to loan risk ratings assigned by our competitors.
Our loan portfolio had a weighted-average loan risk rating of 2 as of June 30, 2026.
Real Estate-Related Securities, at Fair Value
As of June 30, 2026, our real estate-related securities portfolio consisted of investments in commercial mortgage-backed securities (“CMBS”) and residential mortgage-backed securities (“RMBS”). The following table presents information on our real estate-related securities ($ in thousands):
June 30, 2026December 31, 2025
Number of positions117 53 
Face amount$76,122 $23,100 
Amortized cost$76,339 $23,021 
Fair value$76,071 $23,095 
Period-end weighted average yield5.15%4.97%
Weighted average maturity dateDecember 2054June 2052
Financing and Other Liabilities
We finance the majority of our commercial real estate loan portfolio through collateralized loan obligations and repurchase agreements. We have four repurchase agreements that bear interest at one-month term SOFR plus a spread. The below table summarizes our repurchase agreements as of June 30, 2026 ($ in thousands):
Description
Weighted Average Interest Rate(1)
Maturity Date(2)
Maximum Facility Size
Amount Outstanding
Wells Fargo Bank5.12%March 2028$500,000 $139,679 
Banco Santander4.98%March 2029500,000 117,345 
Citibank N.A.5.15%January 2028750,000 291,991 
Morgan Stanley5.16%June 2029750,000 204,161 
$2,500,000 $753,176 
(1)Represents the weighted average interest rate of the most recent interest period in effect for each borrowing as of period end. Borrowings under the repurchase agreements bear interest at one-month term SOFR plus a spread.
(2)Maturity date does not include any extension options.

Each of our repurchase agreements contains customary terms and conditions, including but not limited to, negative covenants relating to restrictions on our operations with respect to our status as a REIT, and financial covenants designed to ensure adequate liquidity, limit balance sheet leverage, and maintain a meaningful equity base over time. These agreements require that at a minimum we maintain a minimum level of unrestricted cash and/or liquid assets at all times equal to the greater of $10.0 million and 5% of our recourse indebtedness, total liabilities may not exceed 4.0x total assets, and we must maintain a tangible net worth of at least 75% of net proceeds from our equity raises (after accounting for any redemptions).
As of June 30, 2026, we were in compliance with the covenants of our repurchase agreements.
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The table below summarizes our collateralized loan obligations as of June 30, 2026 ($ in thousands):
CLO Name
Weighted Average Interest Rate(1)
Par Value Outstanding(2)
Number of Loans in Pool
Principal Balance of Collateral
Maturity Date
2026-FL1
5.30%$924,000 24$1,050,000 October 2043
(1) Represents the weighted average interest rate in effect as of June 30, 2026.
(2) Excludes $53.8 million of CLO notes retained by us, which are eliminated in consolidation.


Results of Operations
For the three and six months ended June 30, 2026 and 2025 our results of operations consisted of ($ in thousands, except per share amount):
Three Months Ended June 30, Six Months Ended June 30,
20262025Change20262025Change
Net Interest Income
Commercial real estate loan interest income $28,084 $7,673 $20,411 $50,796 $10,500 $40,296 
Real estate-related securities interest income905 — 905 1,300 — 1,300 
Other interest income 1,127 1,094 33 1,829 1,323 506 
Interest expense (20,044)(4,653)(15,391)(35,057)(5,621)(29,436)
Net interest income10,072 4,114 5,958 18,868 6,202 12,666 
Loan fee income6,432 3,201 3,231 8,943 3,886 5,057 
Net revenues16,504 7,315 9,189 27,811 10,088 17,723 
Expenses
Organization costs— — — — 2,194 (2,194)
Related-party fees3,030 32 2,998 5,235 58 5,177 
General and administrative1,537 1,083 454 2,825 2,236 589 
Total expenses4,567 1,115 3,452 8,060 4,488 3,572 
Other Income
Unrealized gain (loss) on commercial real estate loan investments(158)(126)(32)(302)1,262 (1,564)
Realized and unrealized gain (loss) on real estate-related securities(135)— (135)(396)— (396)
Total other income, net (293)(126)(167)(698)1,262 (1,960)
Net income$11,644 $6,074 $5,570 $19,053 $6,862 $12,191 
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Net interest income
Net interest income increased due to an increase in the commercial real estate loan portfolio during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025. This was partially offset by interest expense related to the CLO and repurchase facilities.
Loan fee income
Loan fee income increased as a result of an increase in the number and value of commercial real estate loans originated during the period. During the three and six months ended June 30, 2026, we originated eight and thirteen commercial real estate loans compared to seven and twelve loans originated during the three and six months ended June 30, 2025.
Expenses
Expenses increased during the three and six months ended June 30, 2026 primarily due to an increase in related-party fees. Related-party fees primarily consist of management fees, performance fees, and transfer agent fees. The management and performance fees were waived for all share classes through October 6, 2025.
Other income, net
Other income decreased during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 due to realized and unrealized losses on real-estate-related securities in the current period (compared with no such losses in the prior period) and higher unrealized losses on commercial real estate loan investments in the current period compared to the prior period. Other income decreased during the six months ended June 30, 2026 compared to the six months ended June 30, 2025 due to unrealized losses on commercial real estate loan investments in the current period (compared with unrealized gains in the prior period) and realized and unrealized losses on real estate-related securities in the current period (compared with no such losses in the prior period).
Liquidity and Capital Resources
Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to pay distributions, fund investments, repay borrowings, repurchase shares and fund other general business needs. Our sources of funds for liquidity consist of the net proceeds from our continuous private offering, net cash provided by operating activities, proceeds and available borrowings from repurchase agreements, collateralized loan obligations, loan repayments and future issuances of equity and/or debt securities.
We currently believe that we have sufficient liquidity and capital resources available for the acquisition of additional commercial real estate loans, repayments on borrowings, the payment of dividends as required for continued qualification as a REIT, and to repurchase shares of our common stock under our share repurchase plan. Cash needs for funding commercial real estate loans are funded by our continuous private offering and debt financings. Cash needs for items other than funding commercial real estate loans are generally met from operations. However, there may be a delay between the sale of our shares and our origination of commercial real estate loan investments or purchase of assets that could result in a delay in the benefits to our stockholders, if any, of returns generated from our investment operations.
We expect to generate cash primarily from (i) the net proceeds of our private offering, (ii) cash flows from our operations, and (iii) any financing arrangements we may enter.
                        36


Our Adviser agreed to several support measures. Our Adviser advanced all organization and offering costs other than upfront selling commissions, placement fees and distribution fees on our behalf through January 6, 2026, the first anniversary of the date on which we broke escrow for the private offering. We will reimburse the Adviser for such advanced costs ratably over a 60-month period commencing on the first anniversary of the date on which we broke escrow for the private offering. The Adviser has incurred organization and offering expenses on our behalf of which $3.5 million is payable as of June 30, 2026. The Placement Agent currently intends to pay its expenses without reimbursement from us. Our Adviser waived its management fee and performance fee for the first nine months commencing on and including the date on which we broke escrow in our private offering. Additionally, per the Expense Support and Reimbursement Agreement entered in February 2025, our Adviser may elect to pay certain of our general and administrative expenses on our behalf. Following any calendar month in which certain thresholds are met, we will reimburse the Adviser all of or a portion of the outstanding balance of expense support provided. To the extent not previously reimbursed, all unreimbursed expense support amounts (other than those permanently waived by the Adviser) shall be due and payable on the earlier of January 6, 2030, or the termination of the Expense Support and Reimbursement Agreement. See Note 11 - Related Party Transactions in the Consolidated Financial Statements herein for additional information.
We held cash and cash equivalents of $93.1 million and restricted cash of $30.8 million as of June 30, 2026. Our cash and cash equivalents change due to normal fluctuations in cash balances related to the timing of principal and interest payments and loan origination and funding activity. Our restricted cash changes based on the volume of new subscriptions for our shares.
The following table presents changes in cash and cash equivalents and restricted cash ($ in thousands):
Six Months Ended June 30,
20262025
Cash flows from operating activities
$20,343 $8,348 
Cash flows from investing activities
(857,670)(559,921)
Cash flows from financing activities
875,017 742,735 
Net change in cash, cash equivalents and restricted cash
$37,690 $191,162 
Cash flows provided by our operating activities increased $12.0 million during the six months ended June 30, 2026, compared to the corresponding period in 2025, primarily driven by the increase in net interest income resulting from additional commercial real estate loans.
Cash flows used in our investing activities increased $297.7 million during the six months ended June 30, 2026, compared to the corresponding period in 2025, primarily driven by an increase in the principal balance of loans originated and additional investments in real estate-related securities.
Cash flows provided by our financing activities increased $132.3 million for the six months ended June 30, 2026, compared to the corresponding period in 2025 primarily driven by proceeds from the issuance of our CLO, partially offset by net pay downs on our repurchase facilities.
We intend to elect to be taxed and to operate in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes under Sections 856 through 860 of the Code commencing with our taxable year ending December 31, 2025. Under the Code, to qualify as a REIT, we must distribute at least 90% of our taxable income subject to certain adjustments and excluding capital gain. However, to the extent that a REIT satisfies this distribution requirement but distributes less than 100% of its taxable income, the REIT may be subject to federal and certain state income taxes on its undistributed taxable income. To maintain our REIT status, we must meet certain tests, for example the nature of its income, assets and organization. REITs are subject to a number of other organizational and operational requirements under the Code. If we failed to qualify as a REIT, we would be subject to certain federal income taxes at regular corporate rates and would not be able to qualify as a REIT for four subsequent taxable years.
                        37


We generally intend to fund our cash needs for items other than our investments from operations. Our cash needs for investments will be funded primarily from the sale of shares of our common stock and through the assumption or incurrence of debt. Financing a portion of our assets will allow us to broaden our portfolio by increasing the funds available for investment. We may leverage our portfolio by assuming or incurring secured or unsecured investment-level or entity-level debt. We may seek to obtain lines of credit under which we would reserve borrowing capacity. Borrowings under lines of credit may be used not only to repurchase shares, but also to fund debt investments or for any other corporate purpose.
Our primary sources of liquidity include available borrowings under our repurchase agreements and cash and cash equivalents. As of June 30, 2026, we had $93.1 million of cash and cash equivalents. We may also have additional available borrowings under our repurchase agreements based on existing collateral or additional capacity related to unfunded commitments from our commercial real estate loan investments.
Amounts available under these sources as of June 30, 2026 and December 31, 2025 are summarized in the following table ($ in thousands):
June 30, 2026December 31, 2025
Cash and cash equivalents$93,075 $72,169 
Available borrowings under master repurchase agreements1,746,824 1,038,893 
$1,839,899 $1,111,062 
We will use financial leverage to provide additional funds to support our investment activities. This allows us to make more investments than would otherwise be possible, resulting in a broader portfolio and attractive yield. Our target REIT-level leverage ratio will be approximately 60-80%. For purposes of calculating our leverage, we exclude any senior portions of investments that are sold to, or held by, third-party lenders to achieve “structural leverage,” where we retain a mezzanine or other subordinate investment that is unencumbered and not otherwise pledged as collateral for borrowed money. We have no limits on the amount of debt we may incur.
The CLO includes a reinvestment period until September 2028 (plus up to 60 days thereafter to the extent necessary to acquire reinvestment collateral interests pursuant to binding commitments entered into during the reinvestment period) during which we may acquire additional collateral interests meeting certain eligibility criteria.
Contractual Obligations and Commitments
Commitments and contingencies may arise in the ordinary course of business. As of June 30, 2026, we had unfunded commitments of $135.8 million related to our commercial real estate loan investments. Unfunded commitments generally consist of funding for leasing costs, interest reserves and capital expenditures. Funding depends on timing of lease-up, renovation and capital improvements as well as satisfaction of certain cash flow tests. Therefore, the exact timing and amounts of such future loan fundings are uncertain. We expect to fund our loan commitments over the maximum current maturity of the related loans of 4.4 years.
Critical Accounting Policies and Estimates
The preparation of the 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 financial statements. If conditions change from those expected, it is possible that the judgments and estimates described below could change, which may result in a change in the valuation of our investment portfolio, the valuation of our redeemable common stock, and a change in our net interest income recognition among other effects.
                        38


Investments in Loans
We have elected the fair value option for all commercial real estate loan investments we have originated or acquired. Under the fair value option, changes in the fair value will be recognized in our consolidated statements of operations.
The fair value, determined by a third-party appraiser, will be determined by discounting the future contractual cash flows to the present value using a current market interest rate or spread. The market rate is determined through consideration of the interest rates for debt of comparable quality and maturity, and the value of the underlying real estate investment.
Revenue Recognition
Interest income from our commercial real estate loan investments is recognized over the life of each investment using the effective interest method and is recorded on the accrual basis.
Commercial real estate loan investments are placed on non-accrual status when it is probable that principal or interest will not be collected according to contractual terms. Accrued interest generally is reversed when a commercial real estate loan investment is placed on non-accrual status. Interest payments received on non-accrual commercial real estate loan investments may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual commercial real estate loan investments are restored to accrual status when past due principal and interest are paid and, in management’s judgment, principal and interest payments are likely to remain current.
Recognition of premiums and discounts associated with commercial real estate loan investments that are acquired are deferred and recorded over the term of the investment as an adjustment to interest income. For commercial real estate loans we originate, we recognize the origination fee income and related costs for commercial loans immediately in loan fee income and general and administrative expenses, respectively.
Redeemable Common Stock
We classify common stock held by Goldman Sachs as redeemable common stock because the Goldman Sachs Investment is held by an entity that is considered our affiliate and there is no requirement for the affiliate transaction committee (which is comprised solely of independent directors) or similar governing committee to approve or reject the redemption of the Goldman Sachs interest.
We report redeemable common stock on the consolidated balance sheets at redemption value. Redemption value is determined based on NAV per share as of the period end. Increases or decreases in the value of redeemable common stock will be charged to additional paid-in capital until we have retained earnings.
See Note 2 - Significant Accounting Policies in the Consolidated Financial Statements and Notes thereto, appearing elsewhere in this Report on Form 10-Q for additional information concerning our significant accounting policies.
Recent Accounting Standards
See Note 2 - Significant Accounting Policies appearing elsewhere in this Report on Form 10-Q.





                        39


Non-GAAP Financial Measures
Net Asset Value (“NAV”) and NAV Per Share Calculation
For the purposes of calculating a monthly NAV, our board of directors, including a majority of our independent directors, has adopted valuation guidelines that contain a comprehensive set of methodologies to be used by our independent valuation advisors in connection with estimating the values of our assets and liabilities. These guidelines are designed to produce a fair and accurate estimate of the price that would be received for our investments in an arm’s-length transaction between a willing buyer and a willing seller in possession of all material information about our investments. Refer to Part II. Item 5. “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchase of Equity Securities – Net Asset Value Calculation and Valuation Guidelines” in our Annual Report on Form 10-K for further information on the valuation methods used for the purposes of determining the valuations of our assets and liabilities.
To calculate our NAV for the purpose of establishing a purchase and repurchase price for our shares of common stock, we have adopted a model that calculates the fair value of our assets and liabilities in accordance with our valuation guidelines. Because these fair value calculations involve significant professional judgment in the application of both observable and unobservable attributes, the calculated fair value of our assets may differ from their actual realizable value or future fair value. While we believe our NAV calculation methodologies are consistent with standard industry practices, there is no rule or regulation that requires we calculate NAV in a certain way. As a result, other REITs may use different methodologies or assumptions to determine NAV. In addition, NAV is not a measure used under GAAP and the valuations of and certain adjustments made to our assets and liabilities used in the determination of NAV will differ from GAAP. Stockholders should not consider NAV to be equivalent to stockholders’ equity or any other GAAP measure.
Our NAV per share is calculated by an affiliate of CBRE, Inc. (“CBRE”), a third-party firm that provides us with certain administrative and accounting services, as of the last calendar day of each month and is available generally within 15 calendar days after the end of each applicable month. The Adviser is responsible for reviewing and confirming our NAV and overseeing the process around the calculation of our NAV.
Each month, before taking into consideration accrued dividends or other class-specific accruals, any change in the aggregate NAV (the “Aggregate Fund NAV”) of our outstanding shares of each class of common stock at the end of the prior month will be allocated among each class of common stock. This allocation will be based on each class’s relative percentage of the previous Aggregate Fund NAV (treating all shares issued on the first calendar day of the month as outstanding as of the date of such previous Aggregate Fund NAV). Changes in our monthly Aggregate Fund NAV include, without limitation, accruals of our net portfolio income, interest expense, unrealized/realized gains and losses on assets, any applicable organization and offering costs and any expense reimbursements. Changes in our monthly Aggregate Fund NAV also include material non-recurring events, such as capital expenditures and material acquisitions and dispositions occurring during the month. Notwithstanding anything herein to the contrary, the Adviser may in its discretion consider material market data and other information that becomes available after the end of the applicable month in valuing our assets and liabilities and calculating our NAV for a particular month. For purposes of calculating our NAV, the organization and offering expenses and general and administrative expenses advanced, waived or paid by the Adviser will not be recognized as expenses or as a component of equity and reflected in our NAV until we pay the Adviser for these costs.
                        40


Following the allocation of the changes in our Aggregate Fund NAV as described above, NAV for each class is adjusted for class-specific accruals for distributions, ongoing distribution fees, management fees and performance fees payable to the Adviser to determine the monthly NAV for each class. These accruals are made on a class-specific basis and borne by all holders of the applicable class. These class-specific accruals may differ for each class, even when the NAV per share of each class is the same. We normally expect that the class-specific accruals will result in different amounts of distributions being paid with respect to certain classes of shares. When the NAV per share of our classes are different, then changes to our assets and liabilities that are allocable based on NAV will also be different for each class. Because the purchase price of shares in the primary offering is equal to the transaction price, which generally equals the most recently disclosed monthly NAV per share, plus the upfront selling commissions and placement fees, which are effectively paid by purchasers of shares at the time of purchase, the upfront selling commissions and placement fees have no effect on the NAV of any class.
NAV per share for each class is calculated by dividing such class’s NAV at the end of each month by the number of shares outstanding for that class at the end of such month.
The following table presents the components of our NAV as of June 30, 2026 and December 31, 2025 ($ in thousands, except share data):
Components of NAVJune 30, 2026December 31, 2025
Commercial real estate loan investments, at fair value $2,091,305 $1,287,006 
Real estate-related securities, at fair value76,071 23,095 
Cash and cash equivalents93,075 72,169 
Restricted cash30,838 14,054 
Other assets10,043 6,383 
Repurchase agreements, at fair value(753,176)(961,107)
Collateralized loan obligations, net(917,820)— 
Subscriptions received in advance(30,838)(14,054)
Distributions payable(3,971)(2,853)
Other liabilities(4,555)(3,674)
Redemptions payable(4,927)— 
Due to affiliates(1)
(3,733)(2,227)
Net asset value $582,311 $418,792 
Number of outstanding shares(2)
23,318,504 16,705,647 
(1)Excludes (i) amounts advanced by the Adviser of $1.8 million for organization costs and $1.7 million for offering costs, and (ii) accrued distribution fees not currently payable to the Placement Agent of $8.6 million, and (iii) general and administrative costs paid on our behalf by the Adviser pursuant to the Expense Support and Reimbursement Agreement of $0.4 million.
(2)Includes 2,001,201 shares of Class NV-1 common stock held by a Goldman Sachs affiliate that are classified as redeemable common stock under U.S. GAAP.

The following table provides a breakdown of our aggregate NAV and NAV per share by class as of June 30, 2026 ($ in thousands, except share and per share data):
Class SClass IClass NV-1Class NV-2Class F-IClass F-IIAggregate NAV
Net asset value$123,293 $257,629 $49,959 $51,649 $49,925 $49,855 $582,311 
Number of outstanding shares4,939,615 10,311,505 2,001,201 2,069,378 2,000,000 1,996,805 23,318,504 
NAV Per Share$24.96 $24.98 $24.96 $24.96 $24.96 $24.97 $24.97 
                        41


The following table reconciles U.S. GAAP stockholders’ equity per our consolidated balance sheets to our NAV ($ in thousands):
June 30, 2026December 31, 2025
Stockholders' equity$519,758 $382,539 
Adjustments:
Redeemable common stock - related party(1)
50,000 25,068 
Organization and offering costs advanced by Adviser(2)
3,504 3,944 
General and administrative expenses advanced by Adviser(3)
428 — 
Accrued distribution fees not currently payable(4)
8,621 7,241 
NAV$582,311 $418,792 
(1)We classify common stock held by a Goldman Sachs affiliate as redeemable common stock and include the value of these shares as a component of our NAV. We report our redeemable common stock on our consolidated balance sheets at redemption value. Redemption value is determined based on our net asset value per share as of period end.
(2)The Adviser advanced all of our organization and offering costs, other than upfront selling commissions, placement fees and distributions fees, through January 6, 2026, the first anniversary of the date of Escrow Break. We expensed organization costs as incurred in our consolidated statements of operations and recorded our offering costs as a reduction of additional paid-in capital in our consolidated balance sheets. We began to reimburse the Adviser for such agreed upon advanced costs ratably over a 60-month period commencing on January 6, 2026. For purposes of calculating our NAV, organization costs and offering costs paid by the Adviser are not recognized as an expense or a reduction to NAV until we reimburse the Adviser for these costs.
(3)Pursuant to the Expense Support and Reimbursement Agreement, the Adviser may elect to pay certain of our general and administrative expenses on our behalf. These costs include certain general and administrative expenses that are in our U.S. GAAP consolidated financial statements, but will not be recognized as an expense or a reduction of NAV until we reimburse the Adviser for these costs. Following any calendar month in which distributable earnings for such calendar month exceed the distributions accrued to our common stockholders based on distributions declared with respect to record dates occurring in such calendar month (the amount of such excess being hereinafter referred to as “Available Operating Funds”), we will pay such Available Operating Funds, or a portion thereof, to the Adviser until such time as all payments made by the Adviser on our behalf have been reimbursed.
(4)We have entered into an agreement with the Placement Agent in connection with our continuous private offering. Under the terms of our agreement, the Placement Agent is entitled to receive distribution fees over time for Class T, Class S, and Class D shares sold in the private offering. As of June 30, 2026, we have accrued distributions fees totaling $8.7 million, of which $0.1 million is currently payable to the Placement Agent.

Set forth below is the range of the discount rate, the key assumption used in the discounted cash flow methodology, the primary methodology used in the June 30, 2026 valuation of our investments in commercial loans.
Investments
Discount Rate
Commercial Real Estate Loans5.87% - 7.12%
The investment value sensitivity analysis table presented below shows the estimated impact of a change in market discount rates, up and down 100 basis points, on the fair value of our investments in commercial loans as of June 30, 2026, assuming a static portfolio and constant financing. When evaluating the impact of changes in discount rates, the most likely cash flows are also considered in the analysis, including assumed prepayment dates. The analysis presented assumes that all other factors remain unchanged.
The changes listed below would result in the following effects on our investment values ($ in thousands):
June 30, 2026
Change in Discount RatesProjected Increase (Decrease) in Investment ValuePercentage Change in Projected Investment Value
1.00% increase$(35,503)(1.70)%
1.00% decrease$— — %
                        42


Distributions
Distributions are authorized at the discretion of our board of directors, in accordance with our earnings, cash flows and general financial condition. Our board of directors’ discretion is directed, in substantial part, by its obligation to cause us to comply with the REIT requirements.
We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with U.S. GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986 (the “Code”) and minimize tax liability.
We began declaring monthly distributions in January 2025. The net distribution varies for each class based on any applicable distribution fee (which is paid to the applicable distributor), management fee and performance fee, each of which is deducted on a class basis from the gross distribution per share.
The table below details the net distribution per share for each of our common share classes for the six months ended June 30, 2026:
Class TClass SClass DClass IClass NV-1Class NV-2Class F-IClass F-II
January 31, 2026$— $0.1479 $— $0.1660 $0.1660 $— $0.2118 $0.1850 
February 28, 2026— 0.1497 — 0.1660 0.1660 — 0.2152 0.1910 
March 31, 2026— 0.1479 — 0.1660 0.1660 0.1675 0.2077 0.1810 
April 30, 2026— 0.1486 — 0.1660 0.1660 0.1599 0.2148 0.1889 
May 30, 2026— 0.1480 — 0.1660 0.1660 0.1660 0.2090 0.1823 
June 30, 2026— 0.1486 — 0.1660 0.1660 0.1660 0.2250 0.1991 
Total$— $0.8907 $— $0.9960 $0.9960 $0.6594 $1.2835 $1.1273 
The following table summarizes our distributions paid during the six months ended June 30, 2026 and the year ended December 31, 2025 ($ in thousands):
Six Months Ended
Year Ended
June 30, 2026December 31, 2025
Amount
Percentage
AmountPercentage
Distributions
Paid in cash$11,588 59%$12,572 60%
Reinvested in shares8,019 41%8,335 40%
Total distributions $19,607 100%$20,907 100%
Source of distributions
Cash flow from operating activities(1)
$19,607 100%$20,907 100%
Total sources of distribution$19,607 100%$20,907 100%
Net cash provided by operating activities$20,343 $25,677 
(1)As of June 30, 2026, our inception to date cash flows from operating activities have funded 100% of our distributions. Cash flow from operating activities is supported by expense payments from the Adviser pursuant to the Advisory Agreement and the Expense Support Agreement. See Note 11 - Related Party Transactions to our consolidated financial statements included herein for additional information regarding the agreements.
                        43


ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for a smaller reporting company.
ITEM 4.CONTROLS AND PROCEDURES
Evaluation of 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 Securities Exchange Act of 1934, as amended (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”) and Chief Financial Officer (“CFO”). Based upon this evaluation, our CEO and CFO have concluded that as of the end of the period covered by this report our disclosure controls and procedures (a) were 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) included, 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 Controls over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

                        44



PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2026, we were not involved in any material legal proceedings.
ITEM 1A.RISK FACTORS.
Except as set forth in Part II, Item IA “Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2026, as filed with the SEC on May 14, 2026, there have been no material changes to the risk factors previously disclosed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 25, 2026.
ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
Private Offering
We are engaged in a continuous, unlimited private placement offering of our common stock (the “Offering”) to “accredited investors” (as defined in Regulation D under the Securities Act) made pursuant to exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D thereunder and applicable state securities laws.
The sale of the shares in the Offering are made pursuant to subscription agreements we entered into and the purchasers thereof. We relied, in part, upon representations from the purchasers in the subscription agreements that each purchaser was an accredited investor (as defined in Regulation D under the Securities Act).
Sales in the primary portion of the Offering have been previously reported in our Current Reports on Form 8-K. In the three months ended June 30, 2026, we made the following additional sales in the Offering pursuant to the distribution reinvestment plan.
In April 2026, we issued approximately 15,111 Class S shares at a price per share of $25.03 for a total value of $0.4 million, approximately 29,628 Class I shares at a price per share of $25.04 for a total value of $0.7 million and approximately 13,578 Class NV-2 shares at a price per share of $25.03 for a total value of $0.3 million.
In May 2026, we issued approximately 15,850 Class S shares at a price per share of $24.96 for a total value of $0.4 million, approximately 30,304 Class I shares at a price per share of $24.98 for a total value of $0.7 million, and approximately 13,080 Class NV-2 shares at a price per share of $24.97 for a total value of $0.3 million.
In June 2026, we issued approximately 16,413 Class S shares at a price per share of $24.96 for a total value of $0.4 million, approximately 30,801 Class I shares at a price per share of $24.98 for a total value of $0.8 million, and approximately 13,672 Class NV-2 shares at a price per share of $24.97 for a total value of $0.3 million.
Share Repurchases
Effective June 10, 2024, our board of directors adopted a share repurchase plan, which has been amended at various times thereafter, pursuant to which, beginning in the calendar quarter ended September 30, 2025, stockholders may request, on a quarterly basis that we repurchase all or any portion of their shares of our common stock subject to the limitations of the share repurchase plan. We may repurchase fewer shares than have been requested in any particular quarter to be repurchased under our share repurchase plan, or none at all, in our discretion at any time.
To the extent we choose to repurchase shares in any particular calendar quarter we will only repurchase shares as of the opening of the last calendar day of that quarter (a “Repurchase Date”). Repurchase requests received and processed by our transfer agent will be effected at a repurchase price equal to the transaction price on the applicable
                        45


Repurchase Date (which will generally be equal to our prior month’s NAV per share), except that shares that have not been outstanding for at least one year generally will be repurchased at 95% of the transaction price. This Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan.
The aggregate NAV of total repurchases under the plan (based on the price at which the shares are repurchased) is limited to no more than 5% of our aggregate NAV per calendar quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month). In the event that we determine to repurchase some but not all of the shares submitted for repurchase during any quarter, shares submitted for repurchase during such quarter will be repurchased on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death or disability. All unsatisfied repurchase requests must be resubmitted after the start of the next quarter, or upon the recommencement of the share repurchase plan, as applicable.
Should repurchase requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole, or should we otherwise determine that investing our liquid assets in real estate-related investments or other investments rather than repurchasing our shares is in the best interests of the Company as a whole, we may choose to repurchase fewer shares in any particular quarter than have been requested to be repurchased, or none at all. Further, our board of directors may make exceptions to, modify, suspend or terminate our share repurchase plan if in its reasonable judgment it deems such an action to be in our best interest and the best interest of our stockholders. As a result, share repurchases may not be available each calendar quarter.
Holders of Class F-I shares are not eligible to participate in our share repurchase plan until January 6, 2027. Holders of Class F-II shares are not eligible to participate in our share repurchase plan until the later of (i) January 6, 2027 and (ii) one year from the date of the share issuance.
Shares obtained by the Adviser or its affiliates are not eligible for repurchase through our share repurchase plan and will not be subject to the repurchase limits of the plan or any Early Repurchase Deduction; provided, however, that shares obtained pursuant to the Goldman Sachs Investment are subject to the repurchase limits, subject to certain exceptions, as set forth in the subscription agreement for the Goldman Sachs Investment. In addition, repurchase of shares otherwise obtained by the Adviser or its affiliates, including with respect to payment of the management fee or the performance fee is subject to the approval of the affiliate transaction committee.
During the three months ended June 30, 2026, we repurchased shares of our common stock in the following amounts:
Month of:
Total Number of Shares Repurchased(1)
Average Price Paid per ShareTotal Number of Shares Repurchased as Part of Publicly Announced Plans or Programs
Repurchases as a Percentage of NAV(2)
Maximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(3)
April 2026—— ——%—
May 2026—— ——%—
June 2026197,75924.93 197,7590.86%—
197,759 $24.93 197,759 0.86%—
(1)All shares were repurchased through our share repurchase program.
(2)Represents aggregate NAV of total repurchases under the plan (based on the price at which the shares are repurchased) over aggregate NAV of all shares of our common stock outstanding as of the end of the month immediately preceding the end of the quarter.
(3)All repurchase requests under our share repurchase plan were satisfied. We funded our repurchases with cash available from operations, financing activities and capital raising activities.

46


ITEM 3.     DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.     MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5.     OTHER INFORMATION
(c) During the quarterly period ended June 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
47


ITEM 6.     EXHIBITS.
Exhibits No.
Description
3.1
3.2
3.3
3.4
3.5
3.6
4.1
10.1
10.2*+
10.3*+
10.4*+
10.5*+
10.6*+
10.7*+
10.8*+
10.9*+
10.10*+
10.11*+
10.12*+
10.13*+
31.1*
31.2*
32.1**
48


32.2**
99.1
99.2
99.3
101The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 formatted in inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets (Unaudited), (ii) Consolidated Statements of Operations (Unaudited), (iii) Consolidated Statements of Changes in Equity (Unaudited), (iv) Consolidated Statements of Cash Flows (Unaudited), and (v) the Notes to Consolidated Financial Statements (Unaudited)
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith
+Portions of these exhibits have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
**Furnished herewith.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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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.
GOLDMAN SACHS REAL ESTATE FINANCE TRUST INC
(Registrant)
August 13, 2026/s/ Steve Pack
Steve Pack
Chief Executive Officer
(Principal Executive Officer)
August 13, 2026/s/ Mallika Sinha
Mallika Sinha
Chief Financial Officer
(Principal Financial Officer)
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