Form 4: FS Credit REIT CEO Acquires Restricted Stock Units

Michael C. Forman, President & CEO of FS Credit Real Estate Income Trust, Inc., reported the acquisition of 156,595.816 Class I Restricted Stock Units.

Summary

• Michael C. Forman, serving as President & CEO and Director of FS Credit Real Estate Income Trust, Inc., reported changes in beneficial ownership.
• Acquired 156,595.816 Class I Restricted Stock Units (RSUs) on January 13, 2026.
• These RSUs are convertible into Class I Common Stock, subject to time-based vesting conditions.
• The RSUs represent an administrative services fee, equal to 1.0% of the Company's net asset value per annum, payable quarterly to the Adviser (FS Real Estate Advisor, LLC), with the fee split 50/50 between the Adviser and Rialto Capital Management LLC.
• Beneficially owns 2,506.828 Class T Common Stock, 413.861 Class M Common Stock, and 412.313 Class S Common Stock indirectly through FSH Seed Capital Vehicle I LLC.
• Beneficially owns 1,667,039.568 Class I Restricted Stock Units indirectly through Franklin Square Holdings, LP, which includes the newly acquired units.
• Disclaims beneficial ownership of 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.

Sentiment

Score: 7

Explanation: The filing is a routine disclosure of executive beneficial ownership changes, specifically the acquisition of restricted stock units as part of an administrative fee. This generally indicates continued executive involvement and alignment with shareholder interests, which is a neutral to slightly positive signal.

Positives

• The acquisition of Restricted Stock Units by the President & CEO aligns management's long-term interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• The RSU grant is part of an established administrative services fee structure, indicating ongoing compensation for advisory services and stability in executive remuneration practices.

Risks

• The reporting person disclaims beneficial ownership of 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, which clarifies the extent of his direct financial exposure and control over these specific holdings.

Future Outlook

Class I Restricted Stock Units are subject to time-based vesting and shall be exchanged for Class I Common Stock upon meeting these conditions.

Management Comments

• "The reporting person 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, a wholly owned subsidiary of Franklin Square Holdings, L.P., that exceed his pecuniary interest therein, and 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

Form 4 filings are standard regulatory disclosures for publicly traded companies, detailing changes in beneficial ownership by insiders. The grant of Restricted Stock Units is a common executive compensation practice in the REIT sector, designed to align management's long-term incentives with the company's performance and shareholder value creation.

Comparison to Industry Standards

• The use of Restricted Stock Units as part of executive compensation is a widely adopted practice across the real estate investment trust (REIT) industry, similar to structures seen in companies like Realty Income Corporation or Prologis, Inc., which aim to foster long-term alignment between management and shareholder interests.
• The administrative services fee structure, where a percentage of Net Asset Value (NAV) is paid, is a common model for externally managed REITs, comparable to arrangements at other non-traded or perpetual-life REITs.

Corporate Governance

Related Party Transactions

• The administrative services fee, paid in Class I Restricted Stock Units, is split 50/50 between the Adviser (FS Real Estate Advisor, LLC) and Rialto Capital Management LLC. Michael C. Forman is associated with the Adviser through Franklin Square Holdings, L.P., making this a related party transaction.

Stakeholder Impact

• Shareholders: The acquisition of RSUs by the CEO enhances alignment between management's financial interests and long-term shareholder value.
• Management: The RSUs represent a component of executive compensation, incentivizing performance and retention.

Next Steps

• Vesting of the Class I Restricted Stock Units into Class I Common Stock, subject to time-based conditions.

Key Dates

Recommendation

This Form 4 is a routine disclosure of executive compensation in the form of restricted stock units, which is a common practice to align management incentives with long-term company performance. It does not present new information that would fundamentally alter the investment thesis for FS Credit Real Estate Income Trust, Inc., thus a 'Hold' recommendation is appropriate based solely on this filing.

Keywords

FS Credit Real Estate Income Trust, Michael C. Forman, Form 4, Restricted Stock Units, Beneficial Ownership, Insider Transaction, REIT, Executive Compensation, Corporate Governance