Form 4: CEO Forman Disposes of FS Credit Real Estate Stock

Michael C. Forman, President & CEO of FS Credit Real Estate Income Trust, Inc., reported a disposition of Class I Common Stock and updated beneficial ownership of various other share classes and restricted stock units.

Summary

• Michael C. Forman, President & CEO and Director of FS Credit Real Estate Income Trust, Inc., reported changes in beneficial ownership.
• Forman disposed of 66,310.453 shares of Class I Common Stock at a price of $24.0365 per share on September 30, 2025.
• This transaction was not made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Forman beneficially owns 2,506.828 shares of Class T Common Stock, 413.861 shares of Class M Common Stock, and 412.313 shares of Class S Common Stock indirectly through FSH Seed Capital Vehicle I LLC.
• Forman indirectly beneficially owns 1,341,153.73 Class I Restricted Stock Units through Franklin Square Holdings, LP.
• Class I Restricted Stock Units are exchanged for Class I Common Stock, subject to time-based vesting.
• An administrative services fee equal to 1.0% of the Company's net asset value per annum is paid quarterly in Class I Restricted Stock Units to the Adviser, split 50/50 between the Adviser and Rialto Capital Management LLC.

Sentiment

Score: 3

Explanation: The President & CEO, Michael C. Forman, disposed of a significant number of Class I Common Stock shares in a transaction not made under a Rule 10b5-1 plan, which is generally viewed as a negative signal by the market regarding insider confidence.

Negatives

• Michael C. Forman, President & CEO, disposed of 66,310.453 shares of Class I Common Stock at $24.0365 per share on September 30, 2025.
• The reported transaction was not made pursuant to a Rule 10b5-1 pre-arranged trading plan, indicating a discretionary sale by the CEO, which can be interpreted as a negative signal regarding insider confidence.

Future Outlook

Class I Restricted Stock Units are subject to time-based vesting and will be exchanged for Class I Common Stock in the future.

Management Comments

• Michael C. Forman disclaims beneficial ownership of any shares held by Franklin Square Holdings, L.P., FS Real Estate Advisor, LLC, and FSH Seed Capital Vehicle I LLC that exceed his pecuniary interest therein.
• The inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Industry Context

This filing reports an insider transaction, which is a routine disclosure for publicly traded companies and does not inherently provide broader industry context or trends.

Related Party Transactions

• An administrative services fee is paid to the Adviser (Franklin Square Holdings, L.P.) in Class I Restricted Stock Units, which is then split with Rialto Capital Management LLC. The reporting person disclaims beneficial ownership beyond his pecuniary interest in entities involved in this arrangement.

Stakeholder Impact

• Shareholders may interpret the discretionary disposition of Class I Common Stock by the President & CEO as a signal regarding management's outlook on the company's future prospects.

Next Steps

• Class I Restricted Stock Units will be exchanged for Class I Common Stock, subject to time-based vesting.

Key Dates

Recommendation

While the discretionary disposition of Class I Common Stock by the President & CEO, Michael C. Forman, not under a Rule 10b5-1 plan, presents a negative signal regarding insider confidence, a comprehensive investment recommendation requires broader analysis of the company's financial performance, strategic outlook, and market conditions beyond the scope of this single Form 4 filing.

Keywords

FS Credit Real Estate Income Trust, Michael C. Forman, Form 4, Insider Transaction, Stock Disposition, Restricted Stock Units, Beneficial Ownership, Rule 10b5-1