Franklin BSP Real Estate Debt, Inc.

Item 3.02 Unregistered Sales of Equity Securities. In connection with Franklin BSP Real Estate Debt, Inc.’s (the “Company”) continuous private offering, on August 3, 2026, the Company sold an aggregate of 339,562.25 shares of its Class G common stock, par value $0.001 per share (the “Class G Common Stock”), its Class G-D common stock, par value $0.001 per share (the “Class G-D Common Stock”), its Class G-S common stock, par value $0.001 per share (the "Class G-S Common Stock"), and its Class I common stock, par value $0.001 per share (the "Class I Common Stock", and together with the Class G Common Stock, Class G-D Common Stock and Class G-S Common Stock, the "Shares") at a price per Share detailed below plus applicable upfront selling commissions and placement fees. The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) and Regulation D thereunder. The following table details the Shares sold: Title of Securities Price per Share Number of Shares Sold (2) Aggregate Consideration (1) ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Class G Common Stock $24.84 130,132.71 $ 3,232,496 Class G-D Common Stock $24.66 85,009.19 2,096,327 Class G-S Common Stock $24.67 124,371.98 3,083,697 Class I Common Stock $24.75 48.37 1,197 339,562.25 $ 8,413,717 (1) Includes upfront selling commissions and placement fees of $15,440 for the Class G-S Common Stock, other than Bonus Shares (defined below). (2) On March 17, 2026, the Board approved a bonus share program in connection with its ongoing private offering of shares of common stock. In connection with each subscription for shares of common stock of the Company in the closings on May 1, 2026, June 1, 2026 and July 1, 2026 (such period, the “Eligibility Period”), an affiliate of the Adviser has agreed to purchase additional shares of the applicable class of common stock, with a value equal to 2% of each purchaser’s subscription amount for such class of common stock in such closing (the “Bonus Shares”). The Adviser has delivered such Bonus Shares to the applicable purchasers and such shares are included in the total number of shares sold as follows: Class G Common Stock - 18,639, Class G-D Common Stock - 12,016, Class G-S Common Stock - 17,116 and Class I Common Stock - 48. Upon or immediately prior to the occurrence of certain events, including liquidation, dissolution or winding up of the Company or listing of the Company’s shares on a national securities exchange, the shares of Class G Common Stock will automatically convert into a number of shares of class I common stock, par value $0.001 per share (“Class I Common Stock”), with an equivalent net asset value (“NAV”). In addition, the Company may convert shares of Class G Common Stock held by a stockholder into an equal number of shares of Class F common stock, par value $0.001 per share (“Class F Common Stock”), provided that no such stockholder would own more than 4.99% of the aggregate Class F Common Stock, Class F-D common stock, par value $0.001 per share (“Class F-D Common Stock”), and Class F-S common stock, par value $0.001 per share (“Class F-S Common Stock”), of the Company outstanding following such conversion. Upon or immediately prior to the occurrence of certain events, including liquidation, dissolution or winding up of the Company or listing of the Company’s shares on a national securities exchange, the shares of Class G-D Common Stock will automatically convert into a number of shares of Class I Common Stock with an equivalent NAV. In addition, the Company may convert shares of Class G-D Common Stock held by a stockholder into an equal number of shares of Class F-D Common Stock, provided that no such stockholder would own more than 4.99% of the aggregate Class F Common Stock, Class F-S Common Stock and Class F-D Common stock outstanding following such conversion. Upon or immediately prior to the occurrence of certain events, including liquidation, dissolution or winding up of the Company or listing of the Company’s shares on a national securities exchange, the shares of Class G-S Common Stock will automatically convert into a number of shares of Class I Common Stock with an equivalent NAV. In addition, the Company may convert shares of Class G-S Common Stock held by a stockholder into an equal number of shares of Class F-S Common Stock, provided that no such stockholder would own more than 4.99% of the aggregate Class F Common Stock, Class F-S Common Stock and Class F-D Common stock outstanding following such conversion.