TRTX 10-K & 10-Q changes, risk factors and insider trading
TPG RE Finance Trust, Inc. (also TRTX-PC) · NYSE · Real Estate Investment Trusts · CIK 1630472 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Changes in laws or regulations governing our operations, including financial regulatory changes in the United States, may adversely affect our business or cause us to alter our business strategy.”
New heading “Foreclosures may impact our ability to qualify as a REIT and minimize tax liabilities.”
New heading “Future issuances of equity or debt securities, which may include securities that would rank senior to our common stock, may adversely affect the market price of the shares of our common stock.”
New heading “Increasing scrutiny from stakeholders and regulators with respect to sustainability matters may impose additional costs and expose us to additional risks.”
Removed heading “The integration of Angelo Gordon’s business into TPG’s business could strain our Manager’s resources.”
Removed heading “Changes in laws or regulations governing our operations or those of our competitors, or changes in the interpretation thereof, or newly enacted laws or regulations, could result in increased competition for our target assets, require changes to our business practices and collectively could adversely impact our revenues and impose additional costs on us, which could materially and adversely affect us.”
Removed heading “Actions of the U.S. government, including the U.S. Congress, Federal Reserve Board, U.S. Treasury Department and other governmental and regulatory bodies, designed to stabilize or reform the financial markets, or market response to those actions, may not achieve the intended effect and could materially and adversely affect us.”
Removed heading “Common stock eligible for future sale may have adverse effects on the market price of our common stock.”
Removed heading “Our business is subject to evolving corporate governance and public disclosure expectations, including with respect to ESG matters, that could expose us to numerous risks.”
Removed heading “Evolving investor-related sentiment to environmental, social, and/or governance issues could adversely affect our business.”
Removed heading “Future offerings of debt or equity securities, which would rank senior to our common stock, may adversely affect the market price of our common stock.”
Largest changes
see in full comparisonCybersecurityThe information that we and our third-party service providers may process may be susceptible to outages, computer system failures, cybersecurity incidents and cyber-attacks, denial of service attacks, ransomware attacks,andcorruptants, malicious software, phishing attempts, unauthorized access to or acquisition of information, social engineering attempts (including business email compromise attacks) and other data breaches or security incidents, and such incidents have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future (including as a consequence of the increased frequency of virtual working arrangements). There have been a number of recent highly publicized cases involving the dissemination, theft and destruction of corporate information or other assets, as a result of a failure to follow procedures by employees or contractors or as a result of actions by a variety of third parties, including nation state actors and terrorist or criminal organizations. Additionally, cyberattacks and other security threats have become increasingly complex as a result of the emergence of new technologies, such as artificial intelligence, which are able to identify and target new vulnerabilities in information technology systems. TPG, we and our service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions, and their operations rely on the secure access to, and processing, storage and transmission of confidential and other information in their systems and those of their respective third-party service providers. These information, technology and communications systems are subject to a number of different threats or risks that could adversely affect TPG or us. For example, the information and technology systems of TPG, its portfolio entities and other related parties, such as service providers, may be vulnerable to damage or interruption from cybersecurity breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, droughts, tornadoes, floods, hurricanes and earthquakes. Cyberattacks and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders.ThereThehas been an increase in the frequency and sophistication of the cyber and security threats TPG faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target TPG because TPG holds a significant amount of confidential and sensitive information about its and our investors, its portfolio companies and its and our potential investments. As a result, we and TPG may face a heightened riskresult of asecuritycyberattackbreachmay include disrupted operations, misstated ordisruptionunreliablewithfinancialrespectdata, fraudulent transfers or requests for transfers of money, liability for stolen assets and information (including personal information), increased cybersecurity protection and insurance costs, litigation or damage tothisourinformation.businessIfrelationshipssuccessful,andthesereputation,typesinofeachattackscaseon TPG’s network or other systems could have a material adverse effect oncausing our business and results ofoperations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in the operation of our business and damageoperations toour or TPG's reputation. There can be no assurance that measures that TPG takes to ensure the integrity of its systems will provide protection, especially because cyberattack techniques change frequently, may persist undetected over extended periods of time, and may not be mitigated in a timely manner to prevent or minimize the impact of an attack on TPG or its affiliates.suffer.
“On December 16, 2015, the U.S. Commodity Futures Trading Commission (the “CFTC”) published a final rule governing margin requirements for uncleared swaps entered into by registered swap dealers and major swap participants who are not supervised by the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Farm Credit Administration and the Federal Housing Finance Agency (collectively, the “Prudential Regulators”), referred to as “covered swap entities”, and such rule was amended on November 19, 2018. …”see in full comparison
““Anti-ESG” sentiment has gained momentum across the U.S., with several states, the executive branch and federal agencies, and Congress having proposed, enacted or indicated an intent to pursue “anti-ESG” policies, legislation or initiatives, issued related legal opinions, and pursued related investigations and litigation. If investors subject to “anti-ESG” legislation view our Manager’s practices as being in contradiction of such “anti-ESG” policies, legislation, initiatives or legal opinions, such investors may not invest in us and it could negatively impact the price of our common stock. …”see in full comparison
“Changes in laws or regulations governing our operations or those of our competitors, or changes in the interpretation thereof, or newly enacted laws or regulations, could result in increased competition for our target assets, require changes to our business practices and collectively could adversely impact our revenues and impose additional costs on us, which could materially and adversely affect us.”see in full comparison
“There has been an increase in the frequency and sophistication of the cyber and data security threats TPG faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, by more sophisticated attackers who may target TPG because TPG holds a significant amount of confidential and sensitive information about its and our investors, its portfolio companies and its and our potential investments. …”see in full comparison
Before originating a loan to a borrower or making other investments for us, our Manager conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances relevant to each potential investment. When conducting due diligence, our Manager may be required to evaluate important and complex issues, including but not limited to those related to business, financial, tax, accounting, environmental,see in full comparisonESG,technology, cybersecurity, legal and regulatory and macroeconomic trends.With respect to ESG, the nature and scope of our Manager's diligence will vary based on the investment, but may include a review of, among other things: energy management, air and water pollution, land contamination, risks of fire, floods, hurricanes and wind storms, and other climate-related hazards, diversity, employee health and safety, accounting standards and bribery and corruption.Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of potential investment. The due diligence investigation with respect to any investment opportunity may not reveal or highlight all relevant facts (including fraud) or risks that may be necessary or helpful in evaluating such investment opportunity, and our Manager may not identify or foresee future developments that could have a material adverse effect on an investment.In addition, selecting and evaluating material ESG factors is subjective by nature, and there is no guarantee that the criteria utilized or judgment exercised by our Manager or a third-party ESG specialist (if any) will reflect the beliefs, values, internal policies or preferred practices of any particular investor or align with the beliefs or values or preferred practices of other asset managers or with market trends. The materiality of ESG risks and impacts on an individual potential investment or portfolio as a whole are dependent on many factors, including the relevant industry, country, asset class and investment style.Further, some matters covered by our Manager's diligence, such asESG,technology, cybersecurity, environmental and legal and regulatory and macroeconomic trends, are continuously evolving and our Manager may not accurately or fully anticipate such evolution.There has also been recent regulatory focus on the marketing of socially conscious investment strategies and the methodology used to evaluate ESG, which has resulted in fines and penalties related to insufficient assessment processes around the marketing of investments marketed as ESG.
Full comparison: every changed paragraph (109)
•The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modificationsmodifications, extensions and/or restructurings.
•Operational risks, including the risks of cyberattacks,cyberattacks affecting us, our Manager, TPG or third parties, may disrupt our businesses, result in losses or limit our growth.
We seek to originate and selectively acquire commercial mortgage loans and other commercial real estate-related debt instruments. Deterioration of real estate fundamentals generally, and in the United States in particular, has in the past and could in the future negatively impactedimpact our performance by making it more difficult for borrowers to satisfy their debt payment obligations, increasing the default risk applicable to borrowers and made it relatively more difficult for us to generate attractive risk-adjusted returns.borrowers. Real estate investments are subject to various risks, including:
•trade tensions resulting from U.S. tariff implementation and retaliatory tariffs by other countries;
Recent concernsConcerns about the real estate market, elevated interest rates, inflation, energy costs and geopolitical issues have contributedin the past and could in the future contribute to increased volatility and diminished expectations for the economy and markets going forward.markets. We cannot predict the degree to which economic conditions generally, and the conditions for commercial real estate debt investing in particular, will improve or decline. Any declines in the performance of the U.S. and global economies or in the real estate debt markets could have a material adverse effect on us.
•global trade disruption, or conflict, trade tensions resulting from U.S. tariff implementation and retaliatory tariffs by other countries, other changes to trade policy in the U.S. and other jurisdictions and supply chain issues;
•global trade disruption, supply chain issues, significant introductions of trade barriers and bilateral trade frictions;
As our loans and other investments are repaid, we attempt to redeploy the proceeds we receive into new loans and investments (which can include future fundings associated with our existing loans) andor repayother alternative users of capital, such as repaying borrowings under our secured financing agreements and other financing arrangements.arrangements, repurchasing outstanding shares of our common stock or paying dividends to our stockholders. It is possible that we will fail to identify reinvestment options that would provide a yield and/or a risk profile that is comparable to the asset that was repaid. If we fail to redeploy the proceeds we receive from repayment of a loan or other investment in equivalent or better alternatives, we could be materially and adversely affected. If we cannot redeploy the proceeds we receive from repayments into funding loans in property types or geographic markets that our Manager has identified as priorities for us, such repayments may cause the composition of our loan portfolio to skew towards less favored property types or geographies and prevent us from achieving our portfolio construction objectives.
We operate in a competitive market for the origination and acquisition of attractive investment opportunities. We compete with a variety of institutional investors, including other REITs, debt funds, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, financial institutions, private credit funds, private equity and hedge funds, governmental bodies and other entities and may compete with TPG Funds (such as the TRECO Funds), subject to duties to offer, other contractual obligations and other internal rules. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do. Several of our competitors, including other REITs, have recently raised, or are expected to raise, significant amounts of capital, and may have investment objectives that overlap with our investment objectives, which may create additional competition for lending and other investment opportunities. Some of our competitors may have a lower cost of funds and access to funding sources that may not be available to us or are only available to us on substantially less attractive terms. Many of our competitors are not subject to the operating constraints associated with REIT tax compliance or maintenance of an exclusion or exemption from the Investment Company Act. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more lending relationships than we do. Competition may result in realizing fewer investments, higher prices, acceptance of greater risk, greater defaults, lower yields or a narrower spread of yields over our borrowing costs. In addition, competition for attractive investments could delay the investment of our capital. Furthermore, changes in the financial regulatory regime could decrease the restrictions on banks and other financial institutions and allow them to compete with us for investment opportunities that were previously not available to, or otherwise pursued by, them. See “—Risks Related to Our Company—Changes in laws or regulations governing our operationsoperations, orincluding thosefinancial of our competitors, orregulatory changes in the interpretationUnited thereof,States, ormay newlyadversely enacted laws or regulations, could result in increased competition for our target assets, require changes toaffect our business practicesor andcause collectivelyus couldto adversely impactalter our revenuesbusiness and impose additional costs on us, which could materially and adversely affect us.strategy.”
As a result, competition may limit our ability to originate or acquire attractive investments in our target assets and could result in reduced returns. We can provide no assurance that we will be able to identify and originate or acquire attractive investments that are consistent with our investment strategy.
Before originating a loan to a borrower or making other investments for us, our Manager conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances relevant to each potential investment. When conducting due diligence, our Manager may be required to evaluate important and complex issues, including but not limited to those related to business, financial, tax, accounting, environmental, ESG, technology, cybersecurity, legal and regulatory and macroeconomic trends. With respect to ESG, the nature and scope of our Manager's diligence will vary based on the investment, but may include a review of, among other things: energy management, air and water pollution, land contamination, risks of fire, floods, hurricanes and wind storms, and other climate-related hazards, diversity, employee health and safety, accounting standards and bribery and corruption. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of potential investment. The due diligence investigation with respect to any investment opportunity may not reveal or highlight all relevant facts (including fraud) or risks that may be necessary or helpful in evaluating such investment opportunity, and our Manager may not identify or foresee future developments that could have a material adverse effect on an investment. In addition, selecting and evaluating material ESG factors is subjective by nature, and there is no guarantee that the criteria utilized or judgment exercised by our Manager or a third-party ESG specialist (if any) will reflect the beliefs, values, internal policies or preferred practices of any particular investor or align with the beliefs or values or preferred practices of other asset managers or with market trends. The materiality of ESG risks and impacts on an individual potential investment or portfolio as a whole are dependent on many factors, including the relevant industry, country, asset class and investment style. Further, some matters covered by our Manager's diligence, such as ESG,technology, cybersecurity, environmental and legal and regulatory and macroeconomic trends, are continuously evolving and our Manager may not accurately or fully anticipate such evolution. There has also been recent regulatory focus on the marketing of socially conscious investment strategies and the methodology used to evaluate ESG, which has resulted in fines and penalties related to insufficient assessment processes around the marketing of investments marketed as ESG.
In an effort to combat rising inflation levels, the U.S. Federal Reserve steadily began increasing the target funds rate in the first quarter of 2022 and continued to do so in 2023. The target federal funds rate increased by 525 basis points between March 2022 and December 2023 and then subsequently decreased by 75175 basis points between December 2023 and December 2024.2025. Although decelerating, inflation remains above the U.S. Federal Reserve's target levels. Despite multiple federal fund rate decreases over the course of 2024,2024 and 2025, interest rates have remained elevated,elevated withas compared to interest rates over the U.S.five Federalyear Reserveperiod indicatingpreceding March 2022. In addition, while some officials have expressed support for additional decreases in earlythe 2025federal an expectation of slowerfunds rate decreasesin moving2026, forward.other officials have expressed opposition to additional decreases. A slower‐than‐expected decrease, or a further increase, in interest rates would continue to present a challenge to real estate valuations. Such factors are even more challenging in the traditional office market, where more troubled assets are likely to emerge, as well as other properties with long‐term leases that do not provide for short‐term rent increases. Elevated interest rates have increased our interest expense, increased our borrowers’ interest payments, and, for certain borrowers, caused defaults and losses to us. Elevated interest rates have also adversely affected commercial real estate property values. Any future increases in the target federal funds rate would increase our interest expense, increase our borrowers’ interest payments, and, for certain borrowers, may cause defaults and possible losses to us. Such increases could also adversely affect commercial real estate property values.
Notwithstanding recent increases in interest rates, the U.S. Federal Reserve decreased interest rates in 2024 and had2025, indicatedand thatcertain itofficials mayhave expressed support for further decreasedecreases in interest rates in 2025.2026. In a period of declining interest rates, our interest income on floating-rate investments would generally decrease, while any decrease in the interest we are charged on our floating-ratefloating rate debt may be subject to floors and may not compensate for such decrease in interest income. Any such scenario could adversely affect our results of operations and financial condition.
Prepayment and extension rates may adversely affect our financial performance and cash flows and the value of certain of our investments.
Our business is currently focused on originating or acquiring primarily floating rate mortgage loans secured by commercial real estate assets. Generally, our mortgage loan borrowers may repay their loans prior to their stated maturities. In periods of declining interest rates and/or credit spreads, prepayment rates on loans will generally increase. If general interest rates or credit spreads decline at the same time, the proceeds of such prepayments received during such periods may not be reinvested for some period of time or may be reinvested by us in comparable assets with lower yields than the assets that were prepaid. Conversely, in periods of rising interest rates, or worsening economic conditions, prepayment rates are likely to decrease and the number of our borrowers who exercise extension options,options or seek extensions from us, which could extend beyond the term of certain secured financing agreements we use to finance a portion of our loan investments, is likely to increase. This could have a negative impact on our results of operations, and in some situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.
Prepayment rates on floating rate and fixed rate loans may differ in different interest rate environments, and may be affected by a number of factors, including, but not limited to, fluctuations in asset values, the availability of mortgage credit, the status of the business plan for the underlying property, the relative economic vitality of the area in which the related properties are located, the servicing of the loans, possible changes in tax laws, other opportunities for investment, and other economic, social, geographic, demographic and legal factors, all of which are beyond our control, and structural factors such as call protection. Consequently, such prepayment rates cannot be predicted with certainty and no strategy can completely insulate us from prepayment risk. If prepayment rates exceed our expectations, we may have greater difficulty in redeploying the proceeds into new investment opportunities, which may significantly increase our cash balance and exacerbate the risks related to our cash management strategy. Alternatively, if the rate of borrowers exercising extension options on our loans or the number of extensions we provide exceeds our expectations, our potential exposure to loan non-performance may increase and our ability to maintain adequate liquidity may be negatively impacted. For further discussion of the risks related to capital deployment, see “Difficulty in redeploying the proceeds from repayments of our existing loans and other investments could materially and adversely affect us” above.
The illiquidity of certain of our loans and other investments may make it difficult for us to sell such loans and other investments if the need or desire arises. In addition, certain of our loans and other investments may become less liquid after we originate or acquire them as a result of periods of delinquencies or defaults or turbulent market conditions, including due to current market conditions and exacerbated market volatility, which may make it more difficult for us to dispose of such loans and other investments at advantageous times or in a timely manner. Moreover, we expect that many of our investments are not or will not be registered under the relevant securities laws, resulting in prohibitions against their transfer, sale, pledge or their disposition except in transactions that are exempt from registration requirements or are otherwise in accordance with such laws. As a result, many of our loans and other investments are or will be illiquid, and if we are required to liquidate all or a portion of our portfolio quickly, for example as a result of margin calls, we may realize significantly less than the value at which we have previously recorded our investments. For a discussion of losses that we recorded from sales of our CRE debt securities that we made in connection with margin calls against our former CRE debt securities portfolio in March and April of 2020, see “—Risks Related to Our Financing —Our financing arrangements may require us to provide additional collateral or repay debt.”
The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modificationsmodifications, extensions and/or restructurings.
In certain cases (e.g., in connection with a workout, restructuring and/or foreclosure proceedings involving one or more of our loans), the success of our investment strategy has depended, and will continue to depend, in part, on our ability to effectuate loan modificationsmodifications, extensions and/or restructurings with our borrowers. The activity of identifying and implementing successful modificationsmodifications, extensions and restructurings entails a high degree of uncertainty, including macroeconomic and borrower-specific factors beyond our control that impact our borrowers and their operations. There can be no assurance that any of the loan modificationsmodifications, extensions and restructurings we have effected will be successful or that (i) we will be able to identify and implement successful modificationsmodifications, extensions and/or restructurings with respect to any other distressed loans or investments we may have from time to time, or (ii) we will have sufficient resources to implement such modificationsmodifications, extensions and/or restructurings in times of widespread market challenges. Further, such loan modificationsmodifications, extensions and/or restructurings may entail, among other things, a substantial reduction in the interest rate and/or a substantial write-off of the principal of such loans. Moreover, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such loan, replacement “takeout” financing will not be available. Additionally, such loan modifications have resulted and may in the future result in our becoming the owner of the underlying real estate.
We have in the past and may in the future acquire ownership of property securing our loans through foreclosure or deed-in-lieu of foreclosure. When we take title to the property securing one of our loans, and if we do not or cannot sell the property, we own and operate the property as “real estate owned” or "REO". Our real estate owned assets are subject to risks particular to real property. These risks may have resulted and may continuein tothe future result in a reduction or elimination of return from a loan secured by a particular property.
We evaluate our loans and allowance for loan losses, and we will evaluate the adequacy of any future allowance for loan losses we are required to recognize, on a quarterly basis. In the future, we may maintain varying levels of an allowance for loan losses. Our determination of general and asset-specific allowanceallowances for loan losses may rely on material estimates regarding many factors, including the fair value of any loan collateral. The estimation of ultimate loan losses, allowance for loan losses, and credit loss expense is a complex and subjective process. As such, there can be no assurance that our judgment will prove to be correct and that any future allowance for loan losses will be adequate over time to protect against losses inherent in our portfolio at any given time. Any such losses could be caused by various factors, including, but not limited to, unanticipated adverse changes in the economy or events adversely affecting specific assets, borrowers, industries in which our borrowers operate or markets in which our borrowers or their properties are located. If our future allowance for loan losses prove inadequate, we may recognize additional losses, which could have a material adverse effect on us.
Our investments are not publicly-tradedpublicly traded but some of our investments may be publicly-tradedpublicly traded in the future. The fair value of securities and other investments that are not publicly-tradedpublicly traded may not be readily determinable. Any of our investments classified as available-for-sale or as trading assets will be recorded each quarter at their fair value, which may include unobservable inputs. Because such valuations are subjective, the fair value of certain of our investments may fluctuate over short periods of time and our determinations of fair value may differ materially from the values that would have been used if a ready market for these investments existed. The value of our common stock could be adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon their disposal.
ClimateNatural changedisasters such as earthquakes, wildfires and severe weather, including as a result of global climate changes, has the potential to impact the properties underlying our investments.investments and our real estate owned.
Natural disasters and severe weather such as earthquakes, tornadoes, hurricanes, wildfires, droughts or floods may result in significant damage to the properties underlying our investments and our real estate owned. In addition, our investments may be exposed to new or increased risks and liabilities associated with global climate change, such as increased frequency or intensity of adverse weather and natural disasters, as well as increased unavailability or costs of insurance, any of which could negatively impact our and our borrowers’ businesses and the value of the properties underlying our investments or our real estate owned. The extent of our or our borrowers’ casualty losses and loss in operating income in connection with such events is a function of the severity of the event and the total amount of exposure in the affected area. When we have geographic concentration of exposures, a single catastrophe (such as an earthquake) or destructive weather event (such as a hurricane) affecting a region may have a significant negative effect on our financial condition and results of operations.
In addition, global climate change concerns could result in additional legislation and regulatory requirements, including those associated with the transition to a low-carbon economy, which could increase expenses or otherwise adversely impact our business, results of operations and financial condition, or the business, results of operations and financial condition of our borrowers.
Currently, it is not possible to predict how legislation or new regulations that may be adopted to address greenhouse gas emissions will impact commercial properties. However, any such future laws and regulations imposing reporting obligations or limitations on greenhouse gas emissions or additional taxation of energy use could require the owners of properties to make significant expenditures to attain and maintain compliance. Any such increased costs could impact the financial condition of our borrowers and their ability to meet their loan obligations to us. Consequently, any new legislative or regulatory initiatives related to climate change could adversely affect our business.
Owners of properties are also subject to legislation that has been passed but has not yet taken effect. For example, owners of large commercial buildings in New York City are subject to Local Law 97 passed by the New York City Council in April 2019, which for each such building establishes annual limits for greenhouse gas emissions, requires yearly emissions reports beginning in May 2025, and imposes penalties for emissions above such limits.
We also face business trend-related climate risks. Some investors take into account ESG factors, including climate risks, in determining whether to invest in companies or properties. Additionally, our reputation and investor relationships could be damaged as a result of our involvement with certain industries or assets associated with activities perceived to be causing or exacerbating climate change, as well as any decisions we make to continue to conduct or change our activities in response to considerations relating to climate change.
The physical impact of climate change could also have a material adverse effect on the properties underlying our investments. Physical effects of climate change such as increases in temperature, sea levels, the severity of weather events and the frequency of natural disasters, such as hurricanes, tropical storms, tornadoes, wildfires, droughts, floods and earthquakes, among other effects, could damage the properties underlying our investments. The costs of remediating or repairing such damage, or of investments made in advance of such weather events to minimize potential damage, could be considerable. Additionally, such actual or threatened climate change related damage could increase the cost of, or make unavailable, insurance on favorable terms on the properties underlying our investments. Such repair, remediation or insurance expenses could reduce the net operating income of the properties underlying our investments which may in turn impair borrowers’ ability to repay their obligations to us.
We also expect to periodically access the capital markets to raise cash to fund new investments. Unfavorable economic or capital market conditions may increase our funding costs, limit our access to the capital markets or could result in a decision by our potential lenders not to extend credit. An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our investment strategy and could decrease our earnings and liquidity. In addition, any dislocation or weakness in the capital and credit markets could adversely affect one or more lenders and could cause one or more of our lenders to be unwilling or unable to provide us with financing or to increase the costs of that financing. In addition, ifto the extent regulatory capital requirements imposed on our lenders are increased, theyour lenders may be required to limit, or increase the cost of, financing they provide to us. In general, this could potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or an unfavorable price. Further, as the lender to our borrowers, we may be obligated to fund all or a significant portion of a loan we have agreed to at one or more future dates.
Certain of our current financing arrangements contain, and our future financing arrangements likely will contain, various financial and operational covenants affecting our ability and, in certain cases, our subsidiaries’ ability, to incur additional debt, make certain investments, reduce liquidity below certain levels, make distributions to our stockholders and otherwise affect our operating policies. For a description of certain of the covenants, see Item 7-7— “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investment Portfolio Financing.” There have been instances in the past where we were not in compliance with certain of these covenants. Although these instances of non-compliance have since been cured or waived, if we were to fail to meet or satisfy any of the covenants in our financing arrangements in the future and are unable to obtain a waiver or other suitable relief from the lenders, we would be in default under these agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due and payable), terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral. A default also could limit significantly our financing alternatives, which could cause us to curtail our investment activities or dispose of assets when we otherwise would not choose to do so. Further, this could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes. As a result, a default on any of our debt agreements, and in particular our secured credit agreements (since a significant portion of our assets are or will be, as the case may be, financed thereunder), could materially and adversely affect us.
Effective September 30, 2023, we obtained from our lenders a waiver with respect to the minimum interest coverage ratio covenant included in certain of our financing arrangements. This waiver reduced the minimum interest coverage ratio to 1.30 to 1.0 from 1.40 to 1.0 for the quarters ended September 30, 2023 and December 31, 2023. The interest coverage ratio threshold reverted to 1.40 to 1.0 for the quarter ending March 31, 2024 and thereafter.
Our primary interest rate exposures relate to the yield on our loans and the financing cost of our debt, as well as any interest rate swaps utilized for hedging purposes. Changes in interest rates affect our net interest income, which is the difference between the interest income we earn on our interest-earning assets and the interest expense we incur in financing these assets. In a period of rising interest rates, our interest expense on floating rate debt would increase, while any additional interest income we earn on floating rate assets may not compensate for such increase in interest expense and the interest income we earn on fixed rate assets would not change. Similarly, in a period of declining interest rates, our interest income on floating rate assets would decrease (subject to the existence of any interest rate floors), while any decrease in the interest we are charged on our floating rate debt may not compensate for such decrease in interest income, and the interest expense we incur on our fixed rate debt would not change. Similarly, in a period of rising interest rates, our interest expense on floating rate debt would increase, while any additional interest income we earn on floating rate assets may not compensate for such increase in interest expense and the interest income we earn on fixed rate assets would not change. Consequently, changes in interest rates may significantly influence our net interest income. Interest rate fluctuations resulting in our interest expense exceeding interest income would result in operating losses, which could materially and adversely affect us. Changes in the level of interest rates also may affect our ability to originate or acquire loans or other investments, the value of our investments and our ability to realize gains from the disposition of assets. Moreover, changes in interest rates may affect borrower default rates.
Our CRE CLO liabilities are issued by certain of our wholly-ownedwholly owned trust subsidiaries pursuant to indentures that include a range of covenants and operational tests, including: (a) a minimum ratio of aggregate pledged loan collateral (valued in accordance with the indenture) divided by the aggregate principal amount of bonds outstanding (the “overcollateralization test”); and (b) a minimum ratio of interest income collected with respect to pledged loan collateral divided by interest expense with respect to bonds outstanding. A failure of either or both tests generally entitles the trustee to divert (“sweep”) cash from the trust waterfall that would otherwise be distributed to us to pay interest and, to the extent sufficient cash remains after the payment of interest, to retire the senior-most bonds until the tests are satisfied. In certain circumstances, such diversions may last for extended periods depending upon the credit performance of the pledged loans.
Our secured credit agreements are between wholly-ownedwholly owned subsidiaries and our lender counterparties. Each involves cross-collateralized pools of pledged loans, and one of our agreements includes a pool-wide debt yield test where failure to comply triggers a cash flow sweep to pay interest and retire borrowings until compliance is restored.
Other than with respect to any dedicated or partially dedicated chief financial officer that our Manager may elect to provide to us, neither our Manager nor any other TPG affiliate is obligated to dedicate any specific personnel exclusively to us nor are they or their personnel obligated to dedicate any specific portion of their time to the management of our business. Although our Manager has informed us that RobertBrandon FoleyFox will continue to serve as our interim chief financial officer and that he will spend a substantial portion of his time on our affairs, key personnel provided to us by our Manager have in the past and may in the future become unavailable to us as a result of their departure from TPG or for any other reason. As a result, we cannot provide any assurances regarding the amount of time our Manager or its affiliates will dedicate to the management of our business. Our Manager and its affiliates may have conflicts in allocating their time, resources and services among our business and any TPG Funds they may manage, including the TRECO Funds, and such conflicts may not be resolved in our favor. Each of our executive officers is also an employee of TPG, who has now or may be expected to have significant responsibilities for TPG Funds managed by TPG now or in the future. For example, certain of the TPG personnel that provide services to us, including our executive officers, currently also provide services for the TRECO Funds and are expected to continue to provide services for the TRECO Funds for the foreseeable future. Consequently, we may not receive the level of support and assistance that we otherwise might receive if we were internally managed. Our Manager and its affiliates are not restricted from entering into other investment advisory relationships or from engaging in other business activities.
The integration of Angelo Gordon’s business into TPG’s business could strain our Manager’s resources.
On November 1, 2023, TPG and certain affiliated entities completed the acquisition of Angelo, Gordon & Co., L.P. and certain affiliated entities (collectively, “Angelo Gordon”). Angelo Gordon is an alternative investment firm focused on credit and real estate investing. Certain TPG personnel that provide services to us have in the past allocated and will likely in the future allocate a portion of their time to assisting with the integration of Angelo Gordon’s business and people into TPG’s businesses, which has reduced and could in the future reduce the amount of time that such TPG personnel can dedicate to our business. See “—Other than any dedicated or partially dedicated chief financial officer that our Manager may elect to provide to us, the TPG personnel provided to our Manager, as our external manager, are not required to dedicate a specific portion of their time to the management of our business.”
We are subject to conflicts of interest arising out of our relationship with TPG, including our Manager and its affiliates. As of December 31, 2024,2025, three of our seveneight directors are employees of TPG. In addition, our interim chief financial officer and our other executive officers are also employees of TPG, and we are managed by our Manager, a TPG affiliate. There is no guarantee that the policies and procedures adopted by us, the terms and conditions of our Management Agreement or the policies and procedures adopted by our Manager, TPG and their affiliates, as the case may be, will enable us to identify, adequately address or mitigate these conflicts of interest. Some examples of conflicts of interest that may arise by virtue of our relationship with our Manager and TPG include:
We may be harmed by reputational issues and adverse publicity relating to us, the Manager or TPG. Issues could include real or perceived legal or regulatory violations or could be the result of a failure in performance, risk-management, governance, technology or operations, or claims related to employee misconduct, conflict of interests, ethical issues or failure to protect private information, among others. Similarly, market rumors and actual or perceived association with counterparties whose own reputationreputations isare under question could harm our business. Such reputational issues may depresshave an adverse effect on the market price of our capital stock or have a negative effect on our ability to attract counterparties for our transactions, or otherwise adversely affect us.
To maintain our status as a non-investment company, the securities issued to us by any of our existing wholly-owned or majority-owned subsidiaries or subsidiaries that we may form in the future, that are excluded from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, together with any other investment securities we may own, may not have a value in excess of 40% of the value of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We monitor our holdings to ensure ongoing compliance with this test, but there can be no assurance that we will be able to maintain an exclusion or exemption from registration under the Investment Company Act. The 40% test limits the types of businesses in which we may engage through our subsidiaries. In addition, the assets we and our subsidiaries may originate or acquire are limited by the provisions of the Investment Company Act and the rules and regulations promulgated under the Investment Company Act, which may materially and adversely affect us.
We hold our assets primarily through direct or indirect wholly-owned or majority-owned subsidiaries, certain of which are excluded from the definition of investment company pursuant to Section 3(c)(5)(C) of the Investment Company Act. We will classify our assets of our subsidiaries relying on the Section 3(c)(5)(C) exemption from the Investment Company Act based upon positions set forth by the SEC staff. Based on such positions, to qualify for the exclusion pursuant to Section 3(c)(5)(C), each such subsidiary generally is required to hold at least (i) 55% of its assets in “qualifying” real estate assets, which we refer to as “Qualifying Interests,” and (ii) at least 80% of its assets in Qualifying Interests and real estate-related assets. Qualifying Interests for this purpose include senior mortgage loans, certain B-Notes and certain mezzanine loans that satisfy various conditions as set forth in SEC staff no-action letters and other guidance, and other assets that the SEC staff in various no-action letters and other guidance has determined are Qualifying Interests for the purposes of the Investment Company Act. We treat as real estate-related assets B-Notes, CRE debt securities and mezzanine loans that do not satisfy the conditions set forth in the relevant SEC staff no-action letters and other guidance, and debt and equity securities of companies primarily engaged in real estate businesses. The SEC has not published guidance with respect to the treatment of the pari passu participation interests in senior mortgage loans held by certain of our subsidiaries for purposes of the Section 3(c)(5)(C) exclusion. Unless the SEC or its staff issues guidance applicable to the participation interests, we intend to treat such participation interests as real estate-related assets. BecauseDepending ofon the composition of the assets of our subsidiaries that own such participation interests, we currentlymay treat such subsidiaries as excluded from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act,Act and treat the securities issued by them to us as “investment securities” for purposes of the 40% test.
Because registration as an investment company would significantly affect our (or our subsidiaries’) ability to engage in certain transactions or be structured in the manner we currently are, we intend to conduct our business so that we and our wholly-owned subsidiaries and majority-owned subsidiaries will continue to satisfy the requirements to avoid regulation as an investment company. However, there can be no assurance that we or our subsidiaries will be able to satisfy these requirements and maintain our and their exclusion or exemption from such registration. If we or our wholly-owned subsidiaries or our majority-owned subsidiaries do not meet these requirements, we could be forced to alter our investment portfolio by selling or otherwise disposing of a substantial portion of the assets that do not satisfy the applicable requirements or by acquiring a significant position in assets that are Qualifying Interests. Such investments may not represent an optimumoptimal use of capital when compared to the available investments we and our subsidiaries target pursuant to our investment strategy. These investments may present additional risks to us, and these risks may be compounded by our inexperience with such investments. Altering our investment portfolio in this manner may materially and adverse affect us if we are forced to dispose of or acquire assets in an unfavorable market.
Changes in laws or regulations governing our operations, including financial regulatory changes in the United States, may adversely affect our business or cause us to alter our business strategy.
We are subject to regulation at the local, state and federal level. New legislation may be enacted or new interpretations, rulings or regulations could be adopted, including those governing the types of investments we are permitted to make, any of which could harm us and our stockholders, potentially with retroactive effect. Anticipating policy changes and reforms may be particularly difficult during periods of heightened partisanship at the federal, state and local levels, including due to the divisiveness surrounding populist movements, political disputes and socioeconomic issues. The failure to accurately anticipate the possible outcome of such changes and/or reforms could have a material adverse effect on us.
For example, the financial services industry continues to be the subject of heightened regulatory scrutiny in the United States. We may be adversely affected as a result of new or revised regulations imposed by the SEC or other U.S. governmental regulatory authorities or self-regulatory organizations that supervise the financial markets. We also may be adversely affected by changes in the interpretation or enforcement of existing laws and regulations by these governmental authorities and self-regulatory organizations. Further, new regulations or interpretations of existing laws may result in enhanced disclosure obligations, which could negatively affect us and materially increase our regulatory burden. Increased regulations generally increase our costs, and we could continue to experience higher costs if new laws require us to spend more time or buy new technology to comply effectively.
Changes in laws or regulations governing our operations or those of our competitors, or changes in the interpretation thereof, or newly enacted laws or regulations, could result in increased competition for our target assets, require changes to our business practices and collectively could adversely impact our revenues and impose additional costs on us, which could materially and adversely affect us.
The laws and regulations governing our operations or those of our competitors, as well as their interpretation, may change from time to time, and new laws and regulations may be enacted. We may be required to adopt or suspend certain business practices as a result of any changes, which could impose additional costs on us, which could materially and adversely affect us. Furthermore, if “regulatory capital” or “capital adequacy” requirements—whether under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), Basel III, or other regulatory action—are further strengthened or expanded with respect to lenders that provide us with debt financing, or were to be imposed on us directly, they or we may be required to limit, or increase the cost of, financing they provide to us or that we provide to others. Among other things, this could potentially increase our financing costs, reduce our ability to originate or acquire loans and other investments and reduce our liquidity or require us to sell assets at an inopportune time or unfavorable price.
In addition, various laws and regulations currently exist that restrict the investment activities of banks and certain other financial institutions but do not apply to us, which we believe creates opportunities for us to originate loans and participate in certain other investments that are not available or attractive to these more regulated institutions. However, proposals for legislation that would change how the financial services industry is regulated are continually being introduced in the U.S. Congress and in state legislatures. Federal financial regulatory agencies may adopt regulations and amendments intended to effect regulatory reforms including reforms to certain Dodd-Frank-related regulations. Moreover, following the U.S. Presidential election in November 2024, there are indications that the new administration will seek to deregulate the financial industry. Changes in the regulatory and business landscape as a result of the Dodd-Frank Act and as a result of other current or future legislation and regulation may decrease the restrictions on banks and other financial institutions and allow them to compete with us for investment opportunities that were previously not available or attractive to, or otherwise pursued by, them, which could have a material adverse impact on us. See “—Risks Related to Our Lending and Investment Activities—We operate in a competitive market for the origination and acquisition of attractive investment opportunities and competition may limit our ability to originate or acquire attractive investments in our target assets, which could have a material adverse effect on us.”
Any legislative or regulatory changes applicable to or otherwise affecting our business, such as changes affecting the financial services industry, may impose additional compliance and other costs, increase regulatory investigations of our investment activities, require the attention of our senior management, affect the manner in which we conduct our business and adversely affect our profitability. Moreover, any changes related to permitted investments may cause us to alter our investment strategy to avail ourselves of new or different opportunities and may result in our investment strategy shifting from the areas of expertise of our Manager to other types of investments in which our Manager may have less expertise or little or no experience. Thus, any such changes, if they occur, could have a material adverse effect on our financial condition and results of operations and the trading price of our common stock.
Actions of the U.S. government, including the U.S. Congress, Federal Reserve Board, U.S. Treasury Department and other governmental and regulatory bodies, designed to stabilize or reform the financial markets, or market response to those actions, may not achieve the intended effect and could materially and adversely affect us.
In July 2010, the Dodd-Frank Act was signed into law, which imposes significant investment restrictions and capital requirements on banking entities and other organizations that are significant to U.S. financial stability. For instance, the so-called “Volcker Rule” provisions of the Dodd-Frank Act impose significant restrictions on the proprietary trading activities of banking entities and on their ability to sponsor or invest in private equity and hedge funds. It also subjects nonbank financial companies that have been designated as “systemically important” by the Financial Stability Oversight Council to increased capital requirements and quantitative limits for engaging in such activities, as well as consolidated supervision by the Federal Reserve Board. The Dodd-Frank Act also seeks to reform the asset-backed securitization market (including the mortgage-backed securities market) by requiring the retention of a portion of the credit risk inherent in the pool of securitized assets and by imposing additional registration and disclosure requirements. In October 2014, five U.S. federal banking and housing agencies and the SEC issued final credit risk retention rules, which generally require sponsors of asset-backed securities to retain at least 5% of the credit risk relating to the assets that underlie such asset-backed securities. These rules, which generally became effective in 2016 with respect to new securitization transactions backed by mortgage loans other than residential mortgage loans, could restrict credit availability and could negatively affect the terms and availability of credit to fund our investments. See “—Risks Related to Our Financing—We have utilized and may in the future utilize non-recourse securitizations to finance our investments, which may expose us to risks that could result in losses.” The Dodd-Frank Act’s extensive requirements may have a significant effect on the financial markets and may affect the availability or terms of financing from our lender counterparties and the availability or terms of mortgage-backed securities, which may, in turn, have a material adverse effect on us.
On December 16, 2015, the U.S. Commodity Futures Trading Commission (the “CFTC”) published a final rule governing margin requirements for uncleared swaps entered into by registered swap dealers and major swap participants who are not supervised by the Federal Reserve Board, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Farm Credit Administration and the Federal Housing Finance Agency (collectively, the “Prudential Regulators”), referred to as “covered swap entities”, and such rule was amended on November 19, 2018. The final rule generally requires covered swap entities, subject to certain thresholds and exemptions, to collect and post margin in respect of uncleared swap transactions with other covered swap entities and financial end-users. In particular, the final rule requires covered swap entities and financial end-users having “material swaps exposure,” defined as an average aggregate daily notional amount of uncleared swaps exceeding a certain specified amount, to collect and/or post (as applicable) a minimum amount of “initial margin” in respect of each uncleared swap; the specified amounts for material swaps exposure differ subject to a phase-in schedule, when the average aggregate daily notional amount will thenceforth be $8.0 billion as calculated from June, July and August of the previous calendar year. Following the CFTC's publication of a final rule in November 2020 which extended the last implementation phase of the initial margin requirements for uncleared swaps these requirements ultimately took effect on September 1, 2022. In addition, the final rule requires covered swap entities entering into uncleared swaps with other covered swap entities or financial-end users, regardless of swaps exposure, to post and/or collect (as applicable) “variation margin” in reflection of changes in the mark-to-market value of an uncleared swap since the swap was executed or the last time such margin was exchanged. The CFTC final rule is broadly consistent with a similar rule requiring the exchange of initial and variation margin adopted by the Prudential Regulators in October 2015, as amended, which apply to registered swap dealers, major swap participants, security-based swap dealers and major security-based swap participants that are supervised by one or more of the Prudential Regulators. These rules on margin requirements for uncleared swaps could adversely affect our business, including our ability to enter such swaps or our available liquidity.
The current regulatory environment may be impacted by future legislative developments, such as amendments to key provisions of the Dodd-Frank Act, including provisions setting forth capital and risk retention requirements. Financial services regulation, including regulations applicable to us, has increased significantly in recent years, and may in the future be subject to further enhanced governmental scrutiny and/or increased regulation. Although we cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, changes to legal rules and regulations, or interpretation or enforcement of them, could have a negative effect on our business.
Changes in U.S. federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. We cannot predict the ultimate impact of the foregoing on us, our business and investments, or the real estate industry generally, and any prolonged uncertainty could also have an adverse impact on us and our investment objectives. Future changes may adversely affect our operating environment and therefore our business, operating costs, financial condition and results of operations. Further, an extended federal government shutdown resulting from failing to pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, and other budgetary decisions limiting or delaying government spending, may negatively impact U.S. or global economic conditions, including corporate and consumer spending, and liquidity of capital markets.
We depend on our Manager and its affiliates to develop the appropriate systems and procedures to control operational risk. Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or other similar disruption in our operations may cause us to suffer financial losses, the disruption of our business, liability to third parties, regulatory intervention or damage to our reputation. We rely heavily on our Manager’s financial, accounting and other data processing systems. The ability of ourManager's systems to accommodate transactions could also constrain our ability to properly manage our portfolio. Generally, our Manager will not be liable for losses incurred due to the occurrence of any such errors.
Operational risks, including the risks of cyberattacks,cyberattacks affecting us, our Manager, TPG or third parties, may disrupt our businesses, result in losses or limit our growth.
We rely heavily on TPG’s financial, accounting, communications and other data processing systems. Such systems may fail to operate properly or become disabled as a result of tampering or a breach of the network security systems or otherwise. In addition, such systems are from time to time subject to cyberattacks, which are continually evolving and may increase in sophistication and frequency in the future.future, including as a result of technological developments in machine learning technology and generative artificial intelligence. Attacks on TPG and its affiliates and their portfolio companies’ and service providers’ systems could involve attacks that are intended to obtain unauthorized access to our proprietary information or personal identifying information of our stockholders, destroy data or disable, degrade or sabotage the TPG systems on which we rely, or divert or otherwise steal funds, including through the introduction of “phishing” attempts and other forms of social engineering, ransomware attacks, cyber extortion, computer viruses and other malicious code.
CybersecurityThe information that we and our third-party service providers may process may be susceptible to outages, computer system failures, cybersecurity incidents and cyber-attacks, denial of service attacks, ransomware attacks, andcorruptants, malicious software, phishing attempts, unauthorized access to or acquisition of information, social engineering attempts (including business email compromise attacks) and other data breaches or security incidents, and such incidents have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future (including as a consequence of the increased frequency of virtual working arrangements). There have been a number of recent highly publicized cases involving the dissemination, theft and destruction of corporate information or other assets, as a result of a failure to follow procedures by employees or contractors or as a result of actions by a variety of third parties, including nation state actors and terrorist or criminal organizations. Additionally, cyberattacks and other security threats have become increasingly complex as a result of the emergence of new technologies, such as artificial intelligence, which are able to identify and target new vulnerabilities in information technology systems. TPG, we and our service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions, and their operations rely on the secure access to, and processing, storage and transmission of confidential and other information in their systems and those of their respective third-party service providers. These information, technology and communications systems are subject to a number of different threats or risks that could adversely affect TPG or us. For example, the information and technology systems of TPG, its portfolio entities and other related parties, such as service providers, may be vulnerable to damage or interruption from cybersecurity breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, droughts, tornadoes, floods, hurricanes and earthquakes. Cyberattacks and other security threats could originate from a wide variety of sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders. ThereThe has been an increase in the frequency and sophistication of the cyber and security threats TPG faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target TPG because TPG holds a significant amount of confidential and sensitive information about its and our investors, its portfolio companies and its and our potential investments. As a result, we and TPG may face a heightened riskresult of a securitycyberattack breachmay include disrupted operations, misstated or disruptionunreliable withfinancial respectdata, fraudulent transfers or requests for transfers of money, liability for stolen assets and information (including personal information), increased cybersecurity protection and insurance costs, litigation or damage to thisour information.business Ifrelationships successful,and thesereputation, typesin ofeach attackscase on TPG’s network or other systems could have a material adverse effect oncausing our business and results of operations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in the operation of our business and damageoperations to our or TPG's reputation. There can be no assurance that measures that TPG takes to ensure the integrity of its systems will provide protection, especially because cyberattack techniques change frequently, may persist undetected over extended periods of time, and may not be mitigated in a timely manner to prevent or minimize the impact of an attack on TPG or its affiliates.suffer.
There has been an increase in the frequency and sophistication of the cyber and data security threats TPG faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, by more sophisticated attackers who may target TPG because TPG holds a significant amount of confidential and sensitive information about its and our investors, its portfolio companies and its and our potential investments. In addition, risk from cyber and data security threats is exacerbated with the advancement of artificial intelligence, which malicious third parties are using to create new, sophisticated and more frequent attacks on TPG. As a result, we and TPG may face a heightened risk of a security breach or disruption with respect to this information. If successful, these types of attacks on TPG’s network or other systems could have a material adverse effect on our business and results of operations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in the operation of our business and damage to our or TPG's reputation. There can be no assurance that measures that TPG takes to ensure the integrity of its systems will provide protection, especially because cyberattack techniques change frequently, may persist undetected over extended periods of time, and may not be mitigated in a timely manner to prevent or minimize the impact of an attack on TPG or its affiliates.
Management's Discussion & Analysis (MD&A)
New heading “Macroeconomic Environment”
Largest changes
Our allowance for credit losses is influenced by the size and weighted average maturity date of our loans, loan quality, risk rating, delinquency status, loan-to-value ratio, historical loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. During the year ended December 31,see in full comparison2024,2025, we recordedaandecreaseincrease of$5.8$13.5 million in our allowance for credit losses resulting in an aggregate CECL reserve of$64.0$77.4 million at year-end. Thisdecreaseincrease was primarily attributable toimprovedanasset level performance, a reduction in the aggregate amount of our loan investment portfolio, and a decreaseincrease in the general reserve which reflects our loan activity and the impact of an uncertain macroeconomic environment, which includes macroeconomic assumptions thatreflectinclude ongoing concerns about growing geopoliticaltensions,tensions and conflicts, the potential impact of marketvolatility,volatility and tariffs and the general level of forecasted interestratesrates.and slope ofAdditionally, theyieldallowancecurve,forthecreditpossibilitylossesofisanimpactedeconomic recession, limited liquidity in the capital markets, structural shifts and regulatory changes in the banking sector and a slowdown in investment sales, andby loan specific property-level performance trendssuchandas shifting officelocal marketfundamentals and inflationary pressures that may cause operating margins to narrow.fundamentals.
“We continue to evaluate the effects of macroeconomic conditions, including, without limitation: a period of sustained high interest rates; inflation; structural shifts and regulatory changes to the commercial banking systems of the U.S. and Western Europe; geopolitical tensions; concerns of an economic recession in the near term; and changes to the way commercial tenants use real estate, specifically office buildings. Rising interest rates, structural shifts and regulatory changes to the commercial banking systems of the U.S. …”see in full comparison
“2025 was marked by significant volatility in global markets, driven by tariffs and international trade policy and disputes, political and regulatory uncertainty, geopolitical conditions, elevated interest rates, and inflation. Collectively, these market dynamics have posed challenges to commercial real estate values and transaction activity. However, the Federal Reserve decreased interest rates in 2024 and 2025, which has contributed to an improvement in the cost and availability of debt. This was constructive for real estate values and transaction activity. …”see in full comparison
“Thus far, 2026 has been marked by additional policy-driven uncertainty and market volatility, including with respect to international trade policy and geopolitical conditions. The Federal Reserve recently held interest rates steady for the first time since July 2025. While some officials have expressed support for additional decreases in interest rates in 2026, other officials have expressed opposition to additional decreases. …”see in full comparison
“During the three months ended March 31, 2024, as part of our quarterly risk rating process, we downgraded one hotel loan from "2" to "3" due to a decrease in occupancy and we downgraded one multifamily loan from "3" to "4" due to a decline in operating performance. During the three months ended March 31, 2024, we received repayment in full of five loans with a total unpaid principal balance of $211.3 million and a weighted average risk rating of 3.2 as of December 31, 2023. The five loan repayments were included within our hotel, other, and multifamily property categories. …”see in full comparison
“During the three months ended September 30, 2024, as part of our quarterly risk rating process, we did not upgrade or downgrade any of our loans. During the three months ended September 30, 2024, we received repayment in full of three loans with a total unpaid principal balance of $141.1 million and a weighted average risk rating of 2.6 as of June 30, 2024. Of the three new loan investments made during the three months ended September 30, 2024, two loans were assigned an initial risk rating of "3" and the third loan was assigned an initial risk rating of "2".”see in full comparison
Full comparison: every changed paragraph (113)
We continue to evaluate the effects of macroeconomic conditions, including, without limitation: a period of sustained high interest rates; inflation; structural shifts and regulatory changes to the commercial banking systems of the U.S. and Western Europe; geopolitical tensions; concerns of an economic recession in the near term; and changes to the way commercial tenants use real estate, specifically office buildings. Rising interest rates, structural shifts and regulatory changes to the commercial banking systems of the U.S. and Western Europe, increased volatility in debt and equity markets, declines in commercial property values, and elevated geopolitical risk led us to continue to curtail our loan origination volume and maintain high levels of liquidity during 2023 and continuing through 2024. From January 1, 2024 through December 31, 2024, we originated eight first mortgage transitional loans, with total commitments of $562.3 million, an initial unpaid principal balance of $532.0 million, and unfunded commitments at closing of $30.3 million.
We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a leading global alternative asset manager with $246$303 billion in assets under management as of December 31, 2024.2025. TPG offers a broad range of investment strategies across the alternative asset management landscape, primarily in private equity, credit, and real estate. Our Manager manages our investments and our day-to-day business and affairs in conformity with our investment guidelines and other policies that are approved and monitored by our board of directors. Our Manager is responsible for, among other matters, the selection, origination or purchase and sale of our portfolio investments, our financing activities and providing us with investment advisory services. Our Manager is also responsible for our day-to-day operations and performs (or causes to be performed) such services and activities relating to our investments and business and affairs as may be appropriate. Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's realReal estateEstate investment groupplatform and TPG’s management committee.
Macroeconomic Environment
2025 was marked by significant volatility in global markets, driven by tariffs and international trade policy and disputes, political and regulatory uncertainty, geopolitical conditions, elevated interest rates, and inflation. Collectively, these market dynamics have posed challenges to commercial real estate values and transaction activity. However, the Federal Reserve decreased interest rates in 2024 and 2025, which has contributed to an improvement in the cost and availability of debt. This was constructive for real estate values and transaction activity. In 2025, we originated 20 first mortgage loans, with aggregate total loan commitments of $1.9 billion, an aggregate initial unpaid principal balance of $1.8 billion, and aggregate unfunded commitments at closing of $0.1 billion. This represented a significant increase in origination activity over 2024, when we originated eight first mortgage loans, with aggregate total loan commitments of $562.3 million, an aggregate initial unpaid principal balance of $532.0 million, and aggregate unfunded commitments at closing of $30.3 million.
Thus far, 2026 has been marked by additional policy-driven uncertainty and market volatility, including with respect to international trade policy and geopolitical conditions. The Federal Reserve recently held interest rates steady for the first time since July 2025. While some officials have expressed support for additional decreases in interest rates in 2026, other officials have expressed opposition to additional decreases. As a result, significant uncertainty exists with respect to the timing, direction and extent of any future interest rate changes, in addition to uncertainty related to international trade policy, the political and regulatory environment, geopolitical events, and inflation. Our continued monitoring of these and other conditions will continue to inform our loan origination volumes, liquidity, and capital allocation in 2026.
•Recorded aan decreaseincrease to our allowance for credit losses on our loan portfolio of $5.3$11.3 million, for a total allowance for credit losses of $64.0$77.4 million, or 187180 basis points of total loan commitments of $3.4$4.3 billion.
•Originated twonine first mortgage loans with aaggregate total loan commitmentcommitments of $242.0$927.0 million, an aggregate initial unpaid principal balance of $225.2$843.0 million, aggregate unfunded loan commitmentcommitments at closing of $16.8$83.9 million, a weighted average interest rate of Term SOFR plus 3.33%,2.66%, and a weighted average interest rate floor of 3.25%.2.74%.
•Funded $4.7$11.9 million inof future funding obligations associated with existing loans.
•Received six full loan repayments of $378.3 million.
•Received three full loan repayments of $94.7 million and partial principal payments of $15.5 million related to four loans, for total loan repayments of $110.2 million.
•Acquired three multifamily properties, which served as collateral for two first mortgage loans, one of which involved a UCC foreclosure and the other a non-judicial foreclosure, with an aggregate carrying value at December 31, 2024 of $88.8 million and a fair value at foreclosure of $89.9 million.
•Issued TRTX 2025-FL7, a $1.1 billion managed CRE CLO with $957.0 million of investment-grade bonds outstanding, a 30-month reinvestment period, an advance rate of 87.0%, and a weighted average interest rate at issuance of Term SOFR plus 1.67%, before transaction costs.
•Redeemed all $411.5 million of outstanding investment-grade bonds of TRTX 2021-FL4. Five collateral interests with an aggregate unpaid principal balance of $205.2 million financed therein were refinanced by the issuance of TRTX 2025-FL7.
•Utilized the reinvestment feature in TRTX 2025-FL6 three times, recycling loan repayments of $163.9 million.
•ExtendedExecuted an extension of the WellsGoldman FargoSachs secured credit agreement bythrough threeNovember years17, to December 2027.2029.
•Executed an extension of the initial maturity of the Barclays secured credit agreement.
•Originated eight20 first mortgage loans with total loan commitments of $562.3$1.9 million,billion, an aggregate initial unpaid principal balance of $532.0$1.8 million,billion, unfunded loan commitments of $30.3$0.1 million,billion, a weighted average interest rate of Term SOFR plus 3.29%,2.82%, and a weighted average interest rate floor of 3.28%.2.95%.
•Received loan repayments, in whole and in part, of $673.4$987.9 million including accrued PIK interest.million.
•Sold two office properties classified as real estate owned for net proceeds of $39.4 million, resulting in a gain on sale of real estate, net of $7.0 million.
•Issued TRTX 2025-FL6, a $1.1 billion managed CRE CLO with $962.5 million of investment-grade bonds outstanding, a 30-month reinvestment period, an advance rate of 87.5%, and a weighted average interest rate at issuance of Term SOFR plus 1.83%, before transaction costs.
•Redeemed all $114.6 million of outstanding investment-grade bonds of TRTX 2019-FL3. Three collateral interests with an aggregate unpaid principal balance of $143.0 million financed therein were refinanced by the issuance of TRTX 2025-FL6.
•Increased non-recourse, non-mark-to-market asset specific financings by $72.0 million. Non-mark-to-market financing comprised 77.0% of total loan portfolio borrowings as of December 31, 2024.
•Utilized the reinvestment feature in TRTX 2022-FL52025-FL6 14seven times, recycling loan repayments of $255.2$331.9 million.
•Extended our secured revolving credit facility by three years to February 2028 and increased the capacity by $85.0 million to $375.0 million, with a syndicate of seven lenders.
•Non-mark-to-market financing comprised 82.0% of total loan portfolio borrowings as of December 31, 2025.
•Undrawn capacity (liquidity available to us without the need to pledge additional collateral to our lenders) of $128.1$21.4 million under secured credit agreements with threetwo lenders, and $2.5$30.0 million under other financing arrangements.
•Collateralized loan obligation reinvestment proceeds of $4.0 million.
We have financed our loan investments as of December 31, 20242025 utilizing three CRE CLOs totaling $1.7$2.6 billion, $585.0$591.2 million under secured credit agreements with total commitments of $1.7 billion provided by four lenders, and $186.5$60.2 million under asset-specific financing arrangementsarrangements, and $31.5 million under our $375.0 million secured revolving credit facility. Additionally, we held unencumbered loan investments with variousan lenders.aggregate unpaid principal balance of $127.1 million that are eligible to pledge under our existing financing arrangements. As of December 31, 2024,2025, 66.2%79.2% of our borrowings were pursuant to our CRE CLO vehicles, 26.4%19.0% were pursuant to our secured credit agreements and secured revolving credit facility and 7.4%1.8% were pursuant to our asset-specific financing arrangements. Non-mark-to-market financing comprised 77.0%82.0% of total loan portfolio borrowings as of December 31, 2024.2025.
For the three months ended December 31, 2024,2025, we recorded net income attributable to common stockholders of $0.09$0.00 per diluted common share, a decrease of $0.14$0.23 per diluted common share from the three months ended September 30, 2024,2025, of which $0.06(i) $0.17 per diluted common share, or $4.6 million,share relates to an increase quarter over quarter in our credit loss expense, which was a $11.3 million expense during the fourth quarter of 2025 compared to $0.3$2.6 million benefit during the third quarter of 2024.2025 and (ii) $0.04 per diluted common share related to a decrease in net interest income.
Distributable Earnings per diluted common share was $0.10$0.24 for the three months ended December 31, 2024,2025, a decrease of $0.18$0.01 per diluted common share from the three months ended September 30, 2024.2025. The decrease in Distributable Earnings per diluted common share was primarily due to ana increasedecrease in realizednet lossesinterest on loan write-offs and REO conversionsincome of $0.12$0.04 per diluted common shareshare, duringpartially theoffset fourthby quartera decrease in expenses from real estate owned operations of 2024.$0.02 per diluted common share.
Our book value per common share as of December 31, 2025 was $11.07, a decrease of $0.20 per common share from our book value per common share as of December 31, 2024 of $11.27. The decrease of $0.20 per common share was primarily due to (i) an increase in credit loss expense of $0.17 per common share and (ii) preferred stock dividends declared of $0.16 per common share, which was partially offset by amortization of stock compensation expense of $0.11 per common share during the year ended December 31, 2025. Additionally, on a net basis, book value per common share increased $0.05 per common share due to share repurchases and issuances during the year ended December 31, 2025.
Our book value per common share as of December 31, 2024 was $11.27, a decrease of $0.59 per common share from our book value per common share as of December 31, 2023 of $11.86, primarily due to an exercise of warrants (the "Warrants") during the six months ended June 30, 2024, which resulted in the issuance of 2,647,059 shares of our common stock, diluting our book value by $0.38 per common share. Additionally our book value per common share also decreased due to an increase in credit loss expense during the year ended December 31, 2024 of $4.1 million, or $0.05 per common share.
(2)Basic and diluted earnings per common share are computed independently based on the weighted average shares of common stock outstanding. Diluted earnings per common share includes the impact of participating securities outstanding. Prior to the May 8, 2024 Warrant exercise, diluted earnings per common share included any incremental shares that would be outstanding assuming the exercise of the Warrants.
____________________________ (1)GAAP Gain on sale of real estate owned, net includes the impact of $5.1 million of depreciation and amortization expense recognized in previous quarters. For purposes of Distributable Earnings, depreciation and amortization expense on real estate owned is an add back in the quarter recognized. Accordingly, in the reporting period sold, the GAAP Gain on sale of real estate owned, net must be reduced by the accumulated depreciation and amortization expense previously recognized.
Our interest-earning assets are comprised of a portfolio of primarily floating rate, first mortgage loans, or in two instances, contiguous mezzanine loans. As of December 31, 2024,2025, our loans held for investment portfolio consisted of 4550 first mortgage loans (or interests therein) totaling $3.4$4.3 billion of commitments with an unpaid principal balance of $3.3$4.1 billion. As of December 31, 2024,2025, 99.7% of the loan commitments in our portfolio consisted of floating rate loans, of which 100.0% were first mortgage loans. In two instances, a first mortgage loan and contiguous mezzanine loan are both owned by us. As of December 31, 2024,2025, we had $127.9$173.6 million of unfunded loan commitments, our funding of which is subject to borrower satisfaction of certain milestones.
We may hold REO as a result of taking title to a loan's collateral. As of December 31, 2024,2025, we owned fourtwo office properties and four multifamily properties with an aggregate carrying value of $275.8$237.7 million. During the three months and year ended December 31, 2024, we acquired three multifamily properties.
During the three months ended December 31, 2024,2025, we originated twonine mortgage loans with aaggregate total commitmentloan commitments of $242.0$927.0 million, an aggregate initial unpaid principal balance of $225.2$843.0 million, and aggregate unfunded commitments at closing of $16.8$83.9 million. Loan fundings included $4.7$11.9 million of deferred future fundings related to previously originated loans. We received proceeds from threesix loan repayments in full of $94.7 million, and principal amortization of $15.5$378.3 million across four loans, for total loan repayments of $110.2$378.3 million during the period.
_______________________________ (1)Additional fundings made under existing loan commitments. Includes accrued PIK interest of $0.2 million and $0.7 million for the three months and year ended December 31, 2025, respectively.
(2)For the three months and year ended December 31, 2024, includes extinguishment of two first mortgage loans with an aggregate unpaid principal balance of $99.2 million pursuant to loan conversions in November 2024 and December 2024 as a result of our acquisition of the underlying properties pursuant to judicial foreclosure or UCC foreclosure, as applicable.
As of December 31, 2024,2025, we owned fourtwo office properties and four multifamily properties, each of which previously served as collateral for first mortgage loans. During the threeyear monthsended andDecember 31, 2025, we did not acquire any REO properties. We sold two office properties during the year ended December 31, 2024,2025 weto acquiredthird three multifamily properties.parties.
In November 2024, we acquired two multifamily properties in San Antonio, TX, which served as collateral for one first mortgage loan, pursuant to non-judicial foreclosure. During the fourth quarter of 2024, we recognized the properties as REO with a carrying value of $52.5 million.
In December 2024, we acquired a multifamily property in Chicago, IL through a UCC foreclosure. During the fourth quarter of 2024, we recognized the property as REO with a carrying value of $37.4 million.
We actively manage the assets in our portfolio from closing to final repayment or resolution. We are party to agreements with Situs Asset Management, LLC (“SitusAMC”), one of the largest commercial mortgage loan servicers, pursuant to which SitusAMC (i) provides us with dedicated asset management employees to provide asset management services pursuant to our proprietary guidelines and (ii) services our loans. Following the closing of an investment, the dedicated asset management team rigorously monitors the investment under our Manager’s oversight, with an emphasis on ongoing financial, legal and quantitative analyses. Through the final repayment of an investment, the asset management team maintains regular contact with borrowers, servicers and local market experts monitoring performance of the collateral, anticipating borrower, property and market issues, and enforcing our rights and remedies when appropriate. We manage our REO using resources of TPGTPG's Real Estate platform and third partythird-party property managers all under the direct supervision of our Manager.
During the three months ended December 31, 2024, as part of our quarterly risk rating process,2025, we upgraded two loans and downgraded one loan. We upgraded two multifamily loans from "3" to "2" due to continued strong operating performance. We downgraded one multifamily loan from "3" to "4" due to operational challenges during the quarter. We assigned an initial risk rating of "3" to twonine newly-originatednewly originated loans. We received repayment in full of threesix loans with a total unpaid principal balance of $94.7$378.3 million and a weighted average risk rating of 3.0 as of September 30, 2024. We converted to REO two multifamily loans, each with a risk rating of "4" as of September 30, 2024.2025.
During the three months ended September 30, 2024, as part of our quarterly risk rating process, we did not upgrade or downgrade any of our loans. During the three months ended September 30, 2024, we received repayment in full of three loans with a total unpaid principal balance of $141.1 million and a weighted average risk rating of 2.6 as of June 30, 2024. Of the three new loan investments made during the three months ended September 30, 2024, two loans were assigned an initial risk rating of "3" and the third loan was assigned an initial risk rating of "2".
During the three months ended JuneSeptember 30, 2024, as part of our quarterly risk rating process,2025, we did not upgrade or downgrade any of our loans as part of our quarterly risk rating process. We assigned an initial risk rating of "3" to four newly originated loans. During the three months ended June 30, 2024, weWe received repayment in full of threesix loans with a total unpaid principal balance of $162.5$405.8 million and a weighted average risk rating of 3.0 as of MarchJune 31,30, 2024.2025.
During the three months ended June 30, 2025, we did not upgrade or downgrade any of our loans as part of our quarterly risk rating process. We assigned an initial risk rating of "3" to seven newly originated loans. We received repayment in full of three loans with a total unpaid principal balance of $147.4 million and a weighted average risk rating of 3.0 as of March 31, 2025.
During the three months ended March 31, 2025, we did not upgrade or downgrade any of our loans as part of our quarterly risk rating process.
During the three months ended March 31, 2024, as part of our quarterly risk rating process, we downgraded one hotel loan from "2" to "3" due to a decrease in occupancy and we downgraded one multifamily loan from "3" to "4" due to a decline in operating performance. During the three months ended March 31, 2024, we received repayment in full of five loans with a total unpaid principal balance of $211.3 million and a weighted average risk rating of 3.2 as of December 31, 2023. The five loan repayments were included within our hotel, other, and multifamily property categories. The hotel loan had a risk rating of "4", while the three multifamily loans and other loan each had a risk rating of "3" as of December 31, 2023. The three new loan investments made during the three months ended March 31, 2024 were assigned an initial risk rating of "3".
Our allowance for credit losses is influenced by the size and weighted average maturity date of our loans, loan quality, risk rating, delinquency status, loan-to-value ratio, historical loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. During the year ended December 31, 2024,2025, we recorded aan decreaseincrease of $5.8$13.5 million in our allowance for credit losses resulting in an aggregate CECL reserve of $64.0$77.4 million at year-end. This decreaseincrease was primarily attributable to improvedan asset level performance, a reduction in the aggregate amount of our loan investment portfolio, and a decreaseincrease in the general reserve which reflects our loan activity and the impact of an uncertain macroeconomic environment, which includes macroeconomic assumptions that reflectinclude ongoing concerns about growing geopolitical tensions,tensions and conflicts, the potential impact of market volatility,volatility and tariffs and the general level of forecasted interest ratesrates. and slope ofAdditionally, the yieldallowance curve,for thecredit possibilitylosses ofis animpacted economic recession, limited liquidity in the capital markets, structural shifts and regulatory changes in the banking sector and a slowdown in investment sales, andby loan specific property-level performance trends suchand as shifting officelocal market fundamentals and inflationary pressures that may cause operating margins to narrow.fundamentals.
(1)As a result of contributing collateral into TRTX 2025-FL7 upon its issuance during the three months ended December 31, 2025, we repaid $430.4 million of borrowings under our secured credit agreements. Additionally, we accelerated $0.04 million of unamortized deferred financing costs related to these agreements within interest expense in our consolidated statements of income (loss) and comprehensive income (loss). As a result of contributing collateral into TRTX 2025-FL6 upon its issuance during the three months ended March 31, 2025, we repaid $332.6 million of borrowings under our secured credit agreements. Additionally, we accelerated $0.1 million of unamortized deferred financing costs related to these agreements within interest expense in our consolidated statements of income (loss) and comprehensive income (loss).
(2)As a result of contributing collateral into TRTX 2025-FL7 upon its issuance during the three months ended December 31, 2025, we repaid $76.1 million of borrowings under the HSBC Facility asset-specific financing arrangement. Additionally, we accelerated $0.1 million of unamortized deferred financing costs related to this arrangement within interest expense in our consolidated statements of income (loss) and comprehensive income (loss). As a result of contributing collateral into TRTX 2025-FL6 upon its issuance during the three months ended March 31, 2025, we repaid $157.4 million of borrowings under the HSBC Facility and Customers Bank asset-specific financing arrangements. Additionally, we accelerated $0.6 million of unamortized deferred financing costs related to these arrangements within interest expense in our consolidated statements of income (loss) and comprehensive income (loss)
(1)On June 28, 2024, we terminated the financing arrangement prior to its July 3, 2024 maturity date.
(2)On February 13, 2025, we extended the secured revolving credit facility for three years through February 13, 2028.
(5)Our ability to extend our secured credit agreements to the dates shown above is subject to satisfaction of certain conditions. Even if extended, our lenders retain sole discretion during the revolving period to determine whether to accept pledged collateral, and the advance rate and credit spread applicable to each borrowing thereunder. No new loan collateral may be pledged to the Goldman Sachs facility after AugustNovember 19,17, 2026,2029, on which date the facility automatically converts to a two-year term facility.
Once we identify an asset and the asset is approved by the secured credit agreement lender to serve as collateral (which lender’s approval is in its sole discretion), we and the lender may enter into a transaction whereby the lender advances to us a percentage of the value of the loan asset, which is referred to as the “advance rate.rate”. In the case of borrowings under our secured credit agreements that are repurchase arrangements, this advance serves as the purchase price at which the lender acquires the loan asset from us with an obligation of ours to repurchase the asset from the lender for an amount equal to the purchase price for the transaction plus a price differential, which is calculated based on an interest rate. Advance rates are subject to negotiation between us and our secured credit agreement lenders.
Generally, our secured credit agreements allow for revolving balances, which allow us to voluntarily repay balances and draw again on existing available credit. The primary obligor on each secured credit agreement is a separate special purpose subsidiary of ours which is restricted from conducting any activity other than activitythat related to the utilization of its secured credit agreement and the loans or loan interests that are originated or acquired by such subsidiary. As additional credit support, our holding company subsidiary, Holdco, provides certain guarantees of the obligations of its subsidiaries. Holdco’s liability is generally capped at 25% of the outstanding obligations of the special purpose subsidiary which is the primary obligor under the related agreement. However, this liability cap does not apply in the event of certain “bad boy” defaults which can trigger recourse to Holdco for losses or the entire outstanding obligations of the borrower depending on the nature of the “bad boy” default in question. Examples of such “bad boy” defaults include, without limitation, fraud, intentional misrepresentation, willful misconduct, incurrence of additional debt in violation of financing documents, and the filing of a voluntary or collusive involuntary bankruptcy or insolvency proceeding of the special purpose entity subsidiary or the guarantor entity.
On February 22, 2022, we closed a $250.0 million secured revolving credit facility with a syndicate of five banks to provide interim funding of up to 180 days for newly originated and existing loans. During the fourth quarter of 2022, an additional lender was added to the facility, increasing the borrowing capacity to $290.0 million. During the first quarter of 2025, we amended the facility to extend the maturity by three years and increased the borrowing capacity to $375.0 million with a syndicate of seven lenders. This facility has ana initial termmaturity of threeFebruary years,13, 2028, an interest rate of Term SOFR plus 2.00% that is payable monthly in arrears, and an unused fee of 15 or 20 basis points, depending upon whether utilization exceeds 50.0%. During the year ended December 31, 2024,2025, the weighted average unused fee was 2019 basis points. This facility is 100% recourse to Holdco. As of December 31, 2024,2025, we pledged one loan investment with a collateral principal balance of $115.5$82.0 million and had outstanding Term SOFR-based borrowings of $86.6$31.5 million.
As of December 31, 2025, we had two asset-specific financing arrangements with two third-party lenders and provide asset-specific financing on a non-mark-to-market basis with matched term. The BMO facility is 25% recourse to Holdco and the HSBC Facility is 20% recourse to Holdco.
As of December 31, 2024, we had three separate asset-specific financing arrangements with three third-party lenders. On December 5, 2023, we closed a $90.6 million asset-specific financing facility (the "HSBC Facility"). During the third quarter of 2024, we increased the borrowings pursuant to the HSBC Facility by $72.0 million, with the pledge of an additional loan. The HSBC Facility provides asset-specific financing on a non-mark-to-market basis with matched term. This facility is 20% recourse to Holdco. On November 17, 2022, we closed a $23.3 million asset-specific financing arrangement with Customers Bank. The arrangement provides non-mark-to-market matched term, non-recourse financing. On June 30, 2022, we closed a $200.0 million loan financing facility (the "BMO Facility"). The BMO Facility provides asset-specific financing on a non-mark-to-market basis with matched term. This facility is 25% recourse to Holdco.
What changed in the latest 10-Q
Risk Factors
New heading “We have in the past and in the future will likely compete with existing and future TPG Funds, including the TRECO Funds, which may present various conflicts of interest that restrict our ability to pursue certain investment opportunities or take other actions that are beneficial to our business and/or result in decisions that are not in the best interests of our stockholders.”
Largest changes
“•Co-Investments with Other TPG Vehicles. We are considering co-investing, and may in the future co-invest, together with TPG investment vehicles (including TPG Funds) in some of our investment opportunities. In such circumstances, the size of the investment opportunity otherwise available to us may be less than it would otherwise have been, and we may participate in such opportunities on different and potentially less favorable economic terms than such parties if our Manager deems such participation as being otherwise in our best interests. …”see in full comparison
“•Investments in Different Levels or Classes of an Issuer’s Securities. We and the TPG Funds, including TRECO Funds, may make investments at different levels of an issuer’s or borrower’s capital structure (for example, an investment by a TPG Fund (such as a TRECO Fund) in an equity, debt or mezzanine interest with respect to the same portfolio entity in which we invest at a different level or vice versa) or in a different tranche of debt or equity with respect to an entity in which we have an interest. …”see in full comparison
“Further conflicts could arise once we and TPG have made our and their respective investments. For example, if a company goes into bankruptcy or reorganization, becomes insolvent or otherwise experiences financial distress or is unable to meet its payment obligations or comply with covenants relating to securities held by us or by TPG, TPG may have an interest that conflicts with our interests or TPG may have information regarding the company that we do not have access to. …”see in full comparison
“We have in the past and in the future will likely compete with existing and future TPG Funds, including the TRECO Funds, which may present various conflicts of interest that restrict our ability to pursue certain investment opportunities or take other actions that are beneficial to our business and/or result in decisions that are not in the best interests of our stockholders.”see in full comparison
“•Providing Credit or Other Financial Support to Other TPG Vehicles. In the event that we co-invest in an investment opportunity with a TPG investment vehicle (such as a TPG Fund), it is possible that both we and such vehicle would finance the investment with debt. In connection with such co-investments, we are considering providing, and may in the future provide, guarantees, indemnities, collateral support, or other similar credit or financial support for debt obligations or financing arrangements of any such TPG investment vehicle (including TPG Funds). …”see in full comparison
“•Underwriting, Advisory and Other Relationships. As part of its regular business, TPG provides a broad range of underwriting, investment banking, placement agent and other services. In connection with selling investments by way of a public offering, a TPG broker-dealer has in the past and may again in the future act as the managing underwriter or a member of the underwriting syndicate on a firm commitment basis and purchase securities on that basis. …”see in full comparison
Full comparison: every changed paragraph (36)
ThereThe following risk factor replaces the risk factor disclosed under a similar heading under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 17, 2026. Except as set forth below, there have been no material changes to the risk factors previously disclosed under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 17, 2026.
We have in the past and in the future will likely compete with existing and future TPG Funds, including the TRECO Funds, which may present various conflicts of interest that restrict our ability to pursue certain investment opportunities or take other actions that are beneficial to our business and/or result in decisions that are not in the best interests of our stockholders.
We are subject to conflicts of interest arising out of our relationship with TPG, including our Manager and its affiliates. As of December 31, 2025, three of our eight directors are employees of TPG. In addition, our interim chief financial officer and our other executive officers are also employees of TPG, and we are managed by our Manager, a TPG affiliate. There is no guarantee that the policies and procedures adopted by us, the terms and conditions of our Management Agreement or the policies and procedures adopted by our Manager, TPG and their affiliates, as the case may be, will enable us to identify, adequately address or mitigate these conflicts of interest. Some examples of conflicts of interest that may arise by virtue of our relationship with our Manager and TPG include:
•TPG’s Policies and Procedures. Specified policies and procedures implemented by TPG, including our Manager, to mitigate potential conflicts of interest and address certain regulatory requirements and contractual restrictions may reduce the advantages across TPG’s various businesses that TPG expects to draw on for purposes of pursuing attractive investment opportunities. Because TPG has many different asset management, advisory and other businesses, it is subject to a number of actual and potential conflicts of interest, greater regulatory oversight and more legal and contractual restrictions than that to which it would otherwise be subject if it had just one line of business. In addressing these conflicts and regulatory, legal and contractual requirements across its various businesses, TPG has implemented certain policies and procedures (for example, information walls) that may reduce the benefits that TPG expects to utilize for our Manager for purposes of identifying and managing our investments. For example, TPG may come into possession of material non-public information with respect to companies that are TPG’s advisory clients in which our Manager may be considering making an investment on our behalf. As a consequence, that information, which could be of benefit to our Manager or us, might become restricted to those other businesses and otherwise be unavailable to our Manager, and could also restrict our Manager’s activities. Additionally, the terms of confidentiality or other agreements with or related to companies in which any TPG Fund (including any TRECO Fund) has or has considered making an investment or which is otherwise an advisory client of TPG may restrict or otherwise limit the ability of TPG or our Manager to engage in businesses or activities competitive with such companies.
•Allocation of Investment Opportunities. Certain inherent conflicts of interest arise from the fact that TPG and our Manager provide investment management and other services both to us and to other persons or entities, whether or not the investment objectives or policies of any such other person or entity are similar to those of ours, including, without limitation, the sponsoring, closing and/or managing of any TPG Fund (including the TRECO Funds). However, for so long as our Management Agreement is in effect and TPG controls our Manager, neither our Manager nor TPG Real Estate Management, LLC, which is the manager of TPG Real Estate Partners, will directly or indirectly form any other public vehicle in the U.S. whose strategy is to primarily originate, acquire and manage performing commercial mortgage loans. The respective investment guidelines and policies of our business and certain TPG Funds (including the TRECO Funds) overlap in part, and where these overlaps exist, investment opportunities will be allocated between us and the TPG Funds, including one or more of the TRECO Funds, in a manner that may result in fewer investment opportunities being allocated to us than would have otherwise been the case in the absence of such TPG Funds. The methodology applied between us and one or more of the TPG Funds, including the TRECO Funds, under TPG’s allocation policy may result in us not participating (and/or not participating to the same extent) in certain investment opportunities in which we would have otherwise participated had the related allocations been determined without regard to such allocation policy and/or based only on the circumstances of those particular investments. TPG and our Manager may also give advice to TPG Funds, including the TRECO Funds, that may differ from advice given to us even though such TPG Funds’ investment objectives may be the same or similar to ours.
To the extent any TPG Funds, including a TRECO Fund, otherwise have investment objectives or guidelines that overlap with ours, in whole or in part, then, pursuant to TPG’s allocation policy, investment opportunities that fall within such common objectives or guidelines will generally be allocated among our company and one or more of such TPG Funds, including a TRECO Fund, on a basis that our Manager and applicable TPG affiliates determine to be fair and reasonable in their sole discretion, subject to the following considerations:
◦our and the relevant TPG Funds’ investment focuses and objectives;
◦the TPG professionals who sourced the investment opportunity;
◦the TPG professionals who are expected to oversee and monitor the investment;
◦the expected amount of capital required to make the investment, as well as our and the relevant TPG Funds’ current and projected capacity for investing (including for any potential follow-on investments);
◦our and the relevant TPG Funds’ targeted rates of return and investment holding periods;
◦the stage of development of the prospective portfolio company or borrower;
◦our and the relevant TPG Funds’ respective existing portfolio of investments;
◦the investment opportunity’s risk profile;
◦our and the relevant TPG Funds’ respective expected life cycles;
◦any investment targets or restrictions (e.g., industry, size, etc.) that apply to us and the relevant TPG Funds;
◦our ability and the ability of the relevant TPG Funds to accommodate structural, timing and other aspects of the investment process; and ◦legal, tax, contractual, regulatory or other considerations that our Manager and applicable TPG affiliates deem relevant.
There is no assurance that any such conflicts arising out of the foregoing will be resolved in our favor. Our Manager and TPG affiliates are entitled to amend their investment objectives or guidelines at any time without prior notice to us or our consent.
•Investments in Different Levels or Classes of an Issuer’s Securities. We and the TPG Funds, including TRECO Funds, may make investments at different levels of an issuer’s or borrower’s capital structure (for example, an investment by a TPG Fund (such as a TRECO Fund) in an equity, debt or mezzanine interest with respect to the same portfolio entity in which we invest at a different level or vice versa) or in a different tranche of debt or equity with respect to an entity in which we have an interest. We may make investments that are senior or junior to, or have rights and interests different from or adverse to, the investments made by TPG Funds (including TRECO Funds). Such investments may conflict with the interests of such TPG Funds in related investments, and the potential for any such conflicts of interests may be heightened in the event of a default or restructuring of any such investments. Actions may be taken for TPG Funds (including TRECO Funds) that are adverse to us, including with respect to the timing and manner of sale and actions taken in circumstances of financial distress. In addition, in connection with such investments, TPG will generally seek to implement certain procedures to mitigate conflicts of interest which typically involve maintaining a non-controlling interest in any such investment and a forbearance of rights, including certain non-economic rights, relating to the TPG Funds, such as where TPG may cause us to decline to exercise certain control- and/or foreclosure-related rights with respect to a borrower (including following the vote of other third-party lenders generally or otherwise recusing itself with respect to decisions), including with respect to defaults, foreclosures, workouts, restructurings and/or exit opportunities, subject to certain limitations. Our Management Agreement requires our Manager to keep our board of directors reasonably informed on a periodic basis in connection with the foregoing, including with respect to transactions that involve investments at different levels of an issuer’s or borrower’s capital structure, as to which our Manager has agreed to provide our board of directors with quarterly updates. While TPG will seek to resolve any conflicts in a fair and equitable manner with respect to conflicts resolution among us and the TPG Funds generally, such transactions are not required to be presented to our board of directors for approval, and there can be no assurance that any such conflicts will be resolved in our favor.
•Co-Investments with Other TPG Vehicles. We are considering co-investing, and may in the future co-invest, together with TPG investment vehicles (including TPG Funds) in some of our investment opportunities. In such circumstances, the size of the investment opportunity otherwise available to us may be less than it would otherwise have been, and we may participate in such opportunities on different and potentially less favorable economic terms than such parties if our Manager deems such participation as being otherwise in our best interests. Furthermore, when TPG investment vehicles (including TPG Funds) have interests or requirements that do not align with our interests, including differing liquidity needs, financing arrangements or desired investment horizons, conflicts may arise in the manner in which any voting or control rights are exercised with respect to the relevant investment, potentially resulting in an adverse impact on us. These conflicts may be heightened where our Manager or its affiliates have incentives to support any such investment vehicle, preserve its financing or avoid a default, and may influence decisions regarding enforcement, defaults, workouts, restructurings, exits, amendments, waivers and the allocation of expenses, reimbursements, collateral proceeds or other recoveries, any of which may not be resolved in our favor.
•Providing Credit or Other Financial Support to Other TPG Vehicles. In the event that we co-invest in an investment opportunity with a TPG investment vehicle (such as a TPG Fund), it is possible that both we and such vehicle would finance the investment with debt. In connection with such co-investments, we are considering providing, and may in the future provide, guarantees, indemnities, collateral support, or other similar credit or financial support for debt obligations or financing arrangements of any such TPG investment vehicle (including TPG Funds). We may determine to provide such credit or financial support where our Manager believes that doing so would facilitate our participation in an investment opportunity that might not otherwise be available to us, permit us to participate in such opportunity on a scale or on terms that our Manager believes are advantageous to us, or otherwise enhance the overall structure or execution of the co-investment. However, the provision of any such credit or financial support could expose us to potential liabilities or funding obligations that are disproportionate to the size of our investment or economic interest in the relevant opportunity, reduce our liquidity, restrict or encumber our assets, increase our leverage or contingent liabilities and otherwise adversely affect us.
•Assignment and Sharing or Limitation of Rights. We may invest alongside TPG Funds (including TRECO Funds) and in connection therewith may, for legal, tax, regulatory or other reasons which may be unrelated to us, share with or assign to such TPG Funds certain of our rights, in whole or in part, or agree to limit our rights, including in certain instances certain control- and/or foreclosure-related rights with respect to such shared investments and/or otherwise agree to implement certain procedures to ameliorate conflicts of interest which may in certain circumstances involve a forbearance of our rights. Such sharing or assignment of rights could make it more difficult for us to protect our interests and could give rise to a conflict (which may be exacerbated in the case of financial distress) and could result in a TPG Fund exercising such rights in a way that is adverse to us.
•Providing Debt Financings in connection with Acquisitions by Third Parties of Assets Owned by TPG Funds. We may provide financing (1) as part of the bid or acquisition by a third party to acquire interests in (or otherwise make an investment in the underlying assets of) a portfolio entity or borrower owned by one or more TPG Funds or their affiliates of assets and/or (2) with respect to one or more portfolio entities or borrowers in connection with a proposed acquisition or investment by one or more TPG Funds or their affiliates relating to such portfolio entities and/or their underlying assets. This may include making commitments to provide financing at, prior to or around the time that any such purchaser commits to or makes such investments. We may also make investments and provide debt financing with respect to portfolio entities in which TPG Funds and/or their affiliates hold or propose to acquire an interest. While the terms and conditions of any such debt commitments and related arrangements will generally be on market terms, the involvement of us and/or such TPG Funds or their affiliates in such transactions may affect the terms of such transactions or arrangements and/or may otherwise influence our Manager’s decisions with respect to the management of us and/or TPG’s management of such TPG Funds and/or the relevant portfolio entity, which will give rise to potential or actual conflicts of interests and which may adversely impact us.
•Pursuit of Differing Strategies. TPG and our Manager may determine that an investment opportunity may not be appropriate for us but may be appropriate for one or more of the TPG Funds (such as a TRECO Fund) or may decide that our company and certain of the TPG Funds (including the TRECO Funds) should take differing positions with respect to a particular investment. In these cases, TPG and our Manager may pursue separate transactions for us and one or more TPG Funds (such as a TRECO Fund). This may affect the market price or the terms of the particular investment or the execution of the transaction, or both, to the detriment or benefit of us and one or more TPG Funds. For example, a TPG investment manager may determine that it would be in the interest of a TPG Fund to sell a security that we hold long, potentially resulting in a decrease in the market price of the security held by us.
•Obtaining Financing from Other TPG Vehicles. We may from time to time obtain financing from one or more TPG Funds (including the TRECO Funds). We and/or TPG may face conflicts of interest in connection with any borrowings or disputes related to such financing agreement(s) which may adversely impact us.
•Variation in Financial and Other Benefits. A conflict of interest arises where the financial or other benefits available to our Manager or its affiliates differ among us and the TPG Funds that it manages. If the amount or structure of the base management fees, incentive compensation and/or our Manager’s or its affiliates’ compensation differs among us and the TPG Funds (including the TRECO Funds) (such as where certain TPG Funds pay higher base management fees, incentive compensation, performance-based management fees or other fees), our Manager or its affiliates might be motivated to help such TPG Funds (including TRECO Funds) over us. Similarly, the desire to maintain assets under management or to enhance our Manager’s or its affiliates’ performance records or to derive other rewards, financial or otherwise, could influence our Manager or its affiliates in affording preferential treatment to TPG Funds (including TRECO Funds) over us. Our Manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such TPG Funds (including TRECO Funds). Additionally, our Manager might be motivated to favor TPG Funds, including TRECO Funds, in which it has an ownership interest or in which TPG has ownership interests. Conversely, if an investment professional at our Manager or its affiliates does not personally hold an investment in us but holds investments in TPG Funds (such as the TRECO Funds), such investment professional’s conflicts of interest with respect to us may be more acute.
•Underwriting, Advisory and Other Relationships. As part of its regular business, TPG provides a broad range of underwriting, investment banking, placement agent and other services. In connection with selling investments by way of a public offering, a TPG broker-dealer has in the past and may again in the future act as the managing underwriter or a member of the underwriting syndicate on a firm commitment basis and purchase securities on that basis. TPG may retain any commissions, remuneration, or other profits and receive compensation from such underwriting activities, which have the potential to create conflicts of interest. TPG may also participate in underwriting syndicates from time to time with respect to us or portfolio companies of TPG Funds or may otherwise be involved in the private placement of debt or equity securities issued by us or such portfolio companies, or otherwise in arranging financings with respect thereto. Subject to applicable law, TPG has in the past and may again in the future receive underwriting fees, placement commissions or other compensation with respect to such activities, which were not and will not be shared with us or our stockholders. Where TPG serves as underwriter with respect to a portfolio company’s securities, we or the applicable TPG Fund holding such securities may be subject to a “lock-up” period following the offering under applicable regulations during which time our ability to sell any securities that we continue to hold is restricted. This may prejudice our ability to dispose of such securities at an opportune time.
TPG has long-term relationships with a significant number of corporations and their senior management. In determining whether to invest in a particular transaction on our behalf, our Manager may consider those relationships (subject to its obligations under our Management Agreement), which may result in certain transactions that our Manager would not otherwise undertake or refrain from undertaking on our behalf in view of such relationships.
•Service Providers. Certain of our service providers or their affiliates (including administrators, lenders, brokers, property managers, asset managers, attorneys, consultants and investment banking or commercial banking firms) also provide goods or services to, or have business, personal or other relationships with, TPG. Such service providers may be sources of investment opportunities, co-investors or commercial counterparties or portfolio companies of TPG Funds. Such relationships may influence our Manager in deciding whether to select such service providers. In certain circumstances, service providers or their affiliates may charge different rates or have different arrangements for services provided to TPG or TPG Funds as compared to services provided to us, which in certain circumstances may result in more favorable rates or arrangements than those payable by, or made with, us. In addition, in instances where multiple TPG businesses may be exploring a potential individual investment, certain of these service providers may choose to be engaged by TPG rather than us.
For example, we have engaged SOP 2 Management, LLC, a portfolio company owned by an affiliate of TPG, Inc., to provide a specified scope of asset management services related to our REO properties. For more information regarding this arrangement, see Note 10 to our consolidated financial statements included in this Form 10-K.
•Material, Non-Public Information. We, directly or through TPG, our Manager or certain of their respective affiliates may come into possession of material non-public information with respect to an issuer or borrower in which we have invested or may invest. Should this occur, our Manager may be restricted from buying or selling securities, derivatives or loans of the issuer or borrower on our behalf until such time as the information becomes public or is no longer deemed material. Disclosure of such information to the personnel responsible for management of our business may be on a need-to-know basis only, and we may not be free to act upon any such information. Therefore, we and/or our Manager may not have access to material non-public information in the possession of TPG which might be relevant to an investment decision to be made by our Manager on our behalf, and our Manager may initiate a transaction or purchase or sell an investment which, if such information had been known to it, may not have been undertaken. Due to these restrictions, our Manager may not be able to initiate a transaction on our behalf that it otherwise might have initiated and may not be able to purchase or sell an investment that it otherwise might have purchased or sold, which could negatively affect us.
•Possible Future Activities. Our Manager and its affiliates may expand the range of services that they provide over time. Except as and to the extent expressly provided in our Management Agreement, our Manager, TPG RE Management, LLC and their respective affiliates will not be restricted in the scope of their businesses or in the performance of any such services (whether now offered or undertaken in the future) even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. Our Manager, TPG and their affiliates continue to develop relationships with a significant number of companies, financial sponsors and their senior managers, including relationships with clients who may hold or may have held investments similar to those intended to be made by us. These clients may themselves represent appropriate investment opportunities for us or may compete with us for investment opportunities.
•Transactions with TPG Funds. From time to time, we may enter into purchase and sale transactions with TPG Funds, including TRECO Funds. Such transactions will be conducted in accordance with, and subject to, the terms and conditions of our Management Agreement (including the requirement that sales to, or acquisitions of investments or receipt of financing from, TPG, any TPG Fund or any of their affiliates be approved in advance by a majority of our independent directors) and our code of business conduct and ethics and applicable laws and regulations.
•Loan Refinancings. We may from time to time seek to participate in investments relating to the refinancing of loans held by TPG Funds, including TRECO Funds. While it is expected that our participation in connection with such refinancing transactions will be at arms’ length and on market/contract terms, such transactions may give rise to potential or actual conflicts of interest.
TPG may enter into one or more strategic relationships in certain geographical regions or with respect to certain types of investments that, although intended to provide greater opportunities for us, may require us to share such opportunities or otherwise limit the amount of an opportunity we can otherwise take.
Further conflicts could arise once we and TPG have made our and their respective investments. For example, if a company goes into bankruptcy or reorganization, becomes insolvent or otherwise experiences financial distress or is unable to meet its payment obligations or comply with covenants relating to securities held by us or by TPG, TPG may have an interest that conflicts with our interests or TPG may have information regarding the company that we do not have access to. If additional financing is necessary as a result of financial or other difficulties, it may not be in our best interests to provide such additional financing. If TPG were to lose investments as a result of such difficulties, the ability of our Manager to recommend actions in our best interests might be impaired.
Management's Discussion & Analysis (MD&A)
New heading “Financing Arrangements”
New heading “Corporate Financing Arrangements”
New heading “Gain on Sale of Real Estate Owned, net”
Largest changes
“The Term Loan B matures in May 2033 and contains customary covenants that restrict our ability and certain of our subsidiaries to incur liens on certain assets, materially alter the nature of its business, dispose of material assets, engage in mergers, consolidations and certain other fundamental changes, or engage in certain transactions with affiliates. Our obligations under the Term Loan B are guaranteed by certain subsidiaries of ours. …”see in full comparison
“During the three months ended June 30, 2026, we did not upgrade or downgrade any of our loans as part of our quarterly risk rating process. We assigned an initial risk rating of "3" to three newly originated loans. We received repayment in full of one loan with an unpaid principal balance of $227.1 million and a risk rating of 3.0 as of March 31, 2026.”see in full comparison
“In May 2026, we closed the Revolver, a $100.0 million revolving credit facility. The Revolver is not subject to amortization and matures in May 2031. The Revolver has an interest rate of Term SOFR plus 2.00% that is payable monthly in arrears and an unused fee of 15 or 25 basis points, depending upon whether utilization exceeds 50.0%.”see in full comparison
Full comparison: every changed paragraph (139)
We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a leading global alternative asset manager with $303$306 billion in assets under management as of DecemberMarch 31, 2025.2026. TPG offers a broad range of investment strategies across the alternative asset management landscape, primarily in private equity, credit, and real estate. Our Manager manages our investments and our day-to-day business and affairs in conformity with our investment guidelines and other policies that are approved and monitored by our board of directors. Our Manager is responsible for, among other matters, the selection, origination or purchase and sale of our portfolio investments, our financing activities and providing us with investment advisory services. Our Manager is also responsible for our day-to-day operations and performs (or causes to be performed) such services and activities relating to our investments and business and affairs as may be appropriate. Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's Real Estate platform and TPG’s management committee.
Thus far, 2026 has been marked by significant uncertainty and volatility in global markets, largely driven by geopolitical conditions and the constant effects of international conflicts and inflation on global markets and interest rates, tariffs and international trade policy and disputes, and political and regulatory uncertainty. After a series of interest rate decreases by the Federal Reserve in 2024 and 2025, the Federal Reserve has elected to hold interest rates steady thus far in 2026. Uncertainty related to international conflicts, oil prices and inflation have caused market expectations with respect to future interest rate policy to shift, with many now projecting ano single quarter-point reductionreductions in rates during the remainder of 2026, or potentially noincreases cutsin atrates all.before the end of the year or in 2027.
These market dynamics have posed challenges to commercial real estate transaction activity so far in 2026. However, the cost and availability of debt continues to remain more constructive for real estate values and transaction activity as compared to recent past periods. During the threesix months ended MarchJune 31,30, 2026, we originated twofive first mortgage loans, with aggregate total loan commitments of $148.4$614.4 million, an aggregate initial unpaid principal balance of $135.5$585.6 million, and aggregate unfunded commitments at closing of $12.9$28.8 million. While we currently believe that market conditions are favorable for additional origination activity over the remainder of 2026, significant uncertainty continues to exist with respect to interest rate policy, geopolitical conditions and international conflicts, oil prices, inflation, and the political and regulatory environment. Our continued monitoring of these and other conditions will continue to inform our loan origination volumes, liquidity, and capital allocation throughout the remainder of 2026.
FirstSecond Quarter 2026 Activity
•Recognized Net income attributable to common stockholders of $15.2$9.4 million, compared to $0.2$15.2 million for the three months ended DecemberMarch 31, 2025,2026, ana increasedecrease of $15.0$5.8 million.
•Produced Net interest income of $25.7$23.7 million, resulting from interest income of $74.2$74.1 million and interest expense of $48.5$50.4 million. Net interest income increaseddecreased $0.3$2.1 million compared to the three months ended DecemberMarch 31, 2025.2026.
•Generated Distributable Earnings of $19.5$17.6 million, compared to $18.5$19.5 million for the three months ended DecemberMarch 31, 2025,2026, ana increasedecrease of $1.0$1.9 million.
•Recorded aan decreaseincrease to our allowance for credit losses on our loan portfolio of $0.3$3.5 million, for a total allowance for credit losses of $77.1$80.7 million, or 179 basis points of total loan commitments of $4.3$4.5 billion.
•Declared a common stock dividend of $0.24 per common share for the three months ended MarchJune 31,30, 2026.
•Originated twothree first mortgage loans with aggregate total loan commitments of $148.4$466.0 million, an aggregate initial unpaid principal balance of $135.5$450.0 million, aggregate unfunded loan commitments at closing of $12.9$16.0 million, a weighted average interest rate of Term SOFR plus 2.73%,2.79%, and a weighted average interest rate floor of 2.86%.2.63%.
•Received twoone full loan repaymentsrepayment of $92.7$227.1 million and partial principal payments of $30.9$47.3 million related to onetwo loanloans for total loan repayments of $123.6$274.4 million.
Corporate Financing Activity:
•Closed a secured term loan (the "Term Loan B") with an aggregate principal amount of $400.0 million due in 2033, priced at 99.75% and bears interest at Term SOFR plus 275 basis points.
•Closed a $100.0 million corporate revolving credit facility (the "Revolver") due in 2031 which bears interest at Term SOFR plus 200 basis points and was undrawn at close.
•Extended the Wells Fargo secured credit agreement to 2028 and increased the capacity by $350.0 million to $850.0 million.
•Closed a $500.0 million secured credit agreement with Citi.
•Utilized the reinvestment feature in TRTX 2025-FL6 three times, recycling loan repayments of $4.0 million.
•Utilized the reinvestment feature in TRTX 2025-FL7 five times, recycling loan repayments of $14.3 million.
•Executed an extension of the initial and extended maturity date of the Bank of America secured credit agreement, effective June 2026.
•ExecutedIncreased anthe extensioncapacity of the initialGoldman maturity of the BarclaysSachs secured credit agreement.agreement by $250.0 million to $750.0 million.
•Redeemed all $597.8 million of outstanding investment-grade bonds of TRTX 2022-FL5. 17 collateral interests with an aggregate unpaid principal balance of $698.1 million financed therein were refinanced primarily by the upsize of the Wells Fargo secured credit agreement.
•Utilized the reinvestment feature in TRTX 2025-FL6 and TRTX 2025-FL7 two times and one time, respectively, recycling loan repayments of $113.3 million and $3.9 million, respectively.
•Maintained substantial near-term liquidity of $172.8$488.2 million, as of MarchJune 31,30, 2026, comprised of:
•$92.0$65.6 million of cash-on-hand, of which $77.0$26.1 million was available for investment, net of $15.0$39.5 million held to satisfy liquidity covenants under our securedvarious financing agreements.arrangements.
•Undrawn capacity (liquidity available to us without the need to pledge additional collateral to our lenders) of $39.7$297.4 million under secured credit agreements with three lenders.lenders and $20.0 million under other financing arrangements.
•Undrawn capacity of $100.0 million under the Revolver.
•Collateralized loan obligation reinvestment proceeds held at the servicertrustee of $41.2$5.2 million.
We have financed our loan investments as of MarchJune 31,30, 2026 utilizing threetwo CRE CLOs totaling $2.5$1.9 billion, $742.2$992.0 million under secured credit agreements with total commitments of $1.7$2.3 billion provided by four lenders andlenders, $60.2 million under asset-specific financing arrangements.arrangements and $128.9 million under our $375.0 million secured revolving credit facility. Additionally, we held unencumbered loan investments with an aggregate unpaid principal balance of $106.8$186.0 million that are eligible to pledge under our existing financing arrangements. As of March 31, 2026, 76.1% of our borrowings were pursuant to our CRE CLO vehicles, 22.1% were pursuant to our secured credit agreements and secured revolving credit facility and 1.8% were pursuant to our asset-specific financing arrangements. Non-mark-to-market financing comprised 77.9% of total loan portfolio borrowings as of March 31, 2026.
As of June 30, 2026, 54.3% of our borrowings were pursuant to our CRE CLO vehicles, 31.8% were pursuant to our secured credit agreements and secured revolving credit facility, 1.7% were pursuant to our asset-specific financing arrangements, 0.9% were pursuant to our mortgage loan payable, and 11.3% were pursuant to our Term Loan B. Non-mark-to-market financing comprised 85.2% of total borrowings as of June 30, 2026.
Our ability to draw on our secured credit agreements and secured revolving credit facility is dependent upon our lenders’ willingness to accept as collateral loan investments we pledge to them to secure additional borrowings. These financing arrangements have credit spreads based upon the LTV and other risk characteristics of collateral pledged, and provide financing with mark-to-market provisions limited to collateral-specific events (i.e., "credit" marks). Borrowings under our secured revolving credit agreement are permitted with respect to collateral that satisfies pre-determined eligibility standards, and have a pre-determined advance rate (generally, 75% of the unpaid principal balance pledged) and credit spread (Term SOFR plus 2.00%). As of MarchJune 31,30, 2026, borrowings under these secured credit agreements and secured revolving credit facility had a weighted average credit spread of 1.61%1.63% (1.61%1.65% for arrangements with mark-to-market provisions and 2.00%1.60% for onetwo arrangementarrangements with no mark-to-market provisions), and a weighted average term to extended maturity assuming exercise of all extension options and term-out provisions of 3.33.2 years. These financing arrangements are generally 25% recourse to Holdco, with the exception of the secured revolving credit facility that is 100% recourse to Holdco.
For the three months ended MarchJune 31,30, 2026, we recorded net income attributable to common stockholders of $0.19$0.12 per diluted common share, ana increasedecrease of $0.19$0.07 per diluted common share from the three months ended DecemberMarch 31, 2025,2026, of which (i) $0.14$0.05 per diluted common share relates to aan decreaseincrease quarter over quarter in our credit loss expense, which was a $3.6 million expense during the second quarter of 2026 compared to $0.3 million benefit during the first quarter of 2026 compared to $11.3 million expense during the fourth quarter of 2025,and (ii) $0.02$0.03 per diluted common share related to ana increasedecrease in othernet interest income, net,partially (iii)offset $0.02by $0.01 per diluted common share related to a decrease in total other expenses and (iv) $0.01 per diluted common share related to an increase in net interest income.expenses.
Distributable Earnings per diluted common share was $0.25$0.23 for the three months ended MarchJune 31,30, 2026, ana increasedecrease of $0.01$0.02 per diluted common share from the three months ended DecemberMarch 31, 2025.2026. The increasedecrease in Distributable Earnings per diluted common share was primarily due to ana increasedecrease in net interest income of $0.01$0.03 per diluted common share.
For the three months ended MarchJune 31,30, 2026, we declared a cash dividend of $0.24 per common share which was paid on AprilJuly 24, 2026.
Our book value per common share as of MarchJune 31,30, 2026 was $11.06,$10.95, a decrease of $0.01$0.12 per common share from our book value per common share as of December 31, 2025 of $11.07. The decrease of $0.01$0.12 per common share was primarily due to (i) preferred stock dividends declared of $0.04$0.08 per common share, (ii) an increase in credit loss expense of $0.05 per share, which was partially offset by amortization of stock compensation expense of $0.02$0.04 per common share during the quartersix months ended MarchJune 31,30, 2026. Additionally, on a net basis, book value per common share increaseddecreased $0.01 per common share due to share repurchasesissuances and issuancesrepurchases during the quartersix months ended MarchJune 31,30, 2026.
Our interest-earning assets are comprised of a portfolio of primarily floating rate, first mortgage loans, or in two instances, contiguous mezzanine loans. As of MarchJune 31,30, 2026, our loans held for investment portfolio consisted of 5052 first mortgage loans (or interests therein) totaling $4.3$4.5 billion of commitments with an unpaid principal balance of $4.1$4.3 billion. As of MarchJune 31,30, 2026, 99.6%99.7% of the loan commitments in our portfolio consisted of floating rate loans, of which 100.0% were first mortgage loans. In two instances, a first mortgage loan and contiguous mezzanine loan are both owned by us. As of MarchJune 31,30, 2026, we had $173.5$174.8 million of unfunded loan commitments, our funding of which is subject to borrower satisfaction of certain milestones.
We may hold REO as a result of taking title to a loan's collateral. As of MarchJune 31,30, 2026, we owned two office properties and four multifamily properties with an aggregate carrying value of $236.4$236.8 million.
During the three months ended MarchJune 31,30, 2026, we originated twothree mortgage loans with aggregate total loan commitments of $148.4$466.0 million, an aggregate initial unpaid principal balance of $135.5$450.0 million, and aggregate unfunded commitments at closing of $12.9$16.0 million. Loan fundings included $14.6$14.8 million of deferred future fundings related to previously originated loans. We received proceeds from twoone loan repaymentsrepayment in full of $92.7$227.1 million and partial principal payments of $30.9$47.3 million across onetwo loan,loans, for total loan repayments of $123.6$274.4 million during the period.
_______________________________ (1)Additional fundings made under existing loan commitments. Includes accrued PIK interest of $0.2 million and $0.2 million for the three months ended MarchJune 31,30, 2026 and DecemberMarch 31, 2025,2026, respectively.
For the three months ended MarchJune 31,30, 2026, we generated interest income of $74.2$74.1 million and incurred interest expense of $48.5$50.4 million, which resulted in net interest income of $25.7$23.7 million.
The following table details overall statistics for our loans held for investment portfolio as of MarchJune 31,30, 2026 (dollars in thousands):
_________________________________ (1)In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party. In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party, we retain on our balance sheet a mezzanine loan. Total loan exposure encompasses the entire loan portfolio we originated, acquired and financed. We did not have any non-consolidated senior interests as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, total loan exposure includes one fixed rate contiguous mezzanine loan and one fixed rate subordinate first mortgage loan.
(2)Unpaid principal balance includes PIK interest of $1.2$1.4 million related to twoone loansloan as of MarchJune 31,30, 2026.
(4)As of MarchJune 31,30, 2026, all of our floating rate loans were indexed to Term SOFR. In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for the total portfolio assumes Term SOFR as of MarchJune 31,30, 2026 for weighted average calculations.
(5)Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date. As of MarchJune 31,30, 2026, based on the unpaid principal balance of our total loan exposure, 58.1%55.2% of our loans were subject to yield maintenance or other prepayment restrictions and 41.9%44.8% were open to repayment without penalty.
The following table details the interest rate floors for our loans held for investment portfolio as of MarchJune 31,30, 2026 (dollars in thousands):
_________________________________ (1)Excludes capitalized interest of $1.2$1.4 million related to twoone loans.loan.
For information regarding the financing of our loans held for investment portfolio, see the section entitled “Investment Portfolio Financing.Financing Arrangements.”
As of MarchJune 31,30, 2026, we owned two office properties and four multifamily properties, each of which previously served as collateral for first mortgage loans. During the three and six months ended MarchJune 31,30, 2026, we did not acquire or sell any REO properties.
The following table details the carrying value of each of our REO properties reflected on our consolidated balance sheet as of MarchJune 31,30, 2026 (dollars in thousands):
The weighted average risk rating of our loan portfolio was 3.0 as of MarchJune 31,30, 2026, unchanged from December 31, 2025.
During the three months ended June 30, 2026, we did not upgrade or downgrade any of our loans as part of our quarterly risk rating process. We assigned an initial risk rating of "3" to three newly originated loans. We received repayment in full of one loan with an unpaid principal balance of $227.1 million and a risk rating of 3.0 as of March 31, 2026.
Our allowance for credit losses is influenced by the size and weighted average maturity date of our loans, loan quality, risk rating, delinquency status, loan-to-value ratio, historical loss experience and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. During the three and six months ended MarchJune 31,30, 2026, we recorded a decreasean increase of $0.3$3.5 million and $3.3 million, respectively, in our allowance for credit losses resulting in an aggregate CECL reserve of $77.1$80.7 million at quarter-end. This decreaseincrease was primarily attributable to the net impact of our loan activity during the period and aan decreaseincrease relateddue to improved asset-level performance and changes to the macroeconomic assumptions employed in determining the general reserve. The allowance for credit losses reflects the impact of an uncertain macroeconomic environment, including ongoing concerns about growing geopolitical tensions and conflicts, the potential impact of market volatility and tariffs and the general level of forecasted interest rates. Additionally, the allowance for credit losses is impacted by loan specific property-level performance trends and local market fundamentals.
Financing Arrangements
Our financing arrangements include (i) secured financing arrangements utilized to finance our investment portfolio, and (ii) corporate financing arrangements used to repay outstanding indebtedness and for other general corporate purposes.
As of June 30, 2026, non-mark-to-market financing sources accounted for 85.2% of our total borrowings. The remaining 14.8% of our total borrowings, comprised primarily of three secured credit agreements, are subject to credit marks only. As of June 30, 2026, we did not have any non-consolidated senior interests.
The following table summarizes our financing arrangements (dollars in thousands):
____________________________ (1)Both the Wells Fargo and Citi secured credit agreements are subject to credit marks above specified LTV thresholds.
(2)On May 12, 2026, we executed an amendment of the secured credit agreement. For one year following the amendment, we are not subject to margin calls under this agreement.
(3)Upon the Barclays secured credit agreement initial maturity date during the three months ended June 30, 2026, we elected to terminate the financing arrangement. There were no outstanding borrowings associated with the secured credit agreement.
(4)On June 30, 2026, we closed a $500.0 million secured credit agreement with Citi.
TRTX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-24 | Schuster Todd |
Grant/award | 152 | $8.46 | $1.3K |
| 2026-07-24 | Gillmore Michael |
Grant/award | 1,109 | $8.46 | $9.4K |
| 2026-07-24 | Silverstein Wendy |
Grant/award | 1,109 | $8.46 | $9.4K |
| 2026-07-24 | Smith Michael Bradley |
Grant/award | 1,109 | $8.46 | $9.4K |
| 2026-06-30 | Banyasz Avi |
Shares withheld for tax | 20,539 | $8.46 | $173.8K |
| 2026-06-30 | Coleman Matthew |
Shares withheld for tax | 34,696 | $8.46 | $293.5K |
| 2026-06-30 | Bouquard Doug |
Shares withheld for tax | 223,533 | $8.46 | $1.9M |
| 2026-06-30 | Fox Brandon C |
Shares withheld for tax | 9,011 | $8.46 | $76.2K |
| 2026-06-30 | Hong Julie |
Shares withheld for tax | 6,195 | $8.46 | $52.4K |
| 2026-04-24 | Gillmore Michael |
Grant/award | 1,195 | $7.61 | $9.1K |
| 2026-04-24 | Smith Michael Bradley |
Grant/award | 1,195 | $7.61 | $9.1K |
| 2026-04-24 | Silverstein Wendy |
Grant/award | 1,195 | $7.61 | $9.1K |
| 2026-04-24 | Schuster Todd |
Grant/award | 164 | $7.61 | $1.2K |
Well-known investors holding TRTX (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Two Sigma Investments | 2026-06-30 | 1,458,255 | $12.2M | 0.01% | Reduced 22% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 251,870 | $2.0M | — | Sold out |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 184,234 | $1.5M | 0.0% | Added 96% |
| Millennium Management (Israel Englander) | 2026-06-30 | 138,237 | $1.2M | 0.0% | Reduced 79% |
| Renaissance Technologies | 2026-06-30 | 130,205 | $1.1M | 0.0% | Reduced 30% |
| D. E. Shaw & Co. | 2026-06-30 | 13,004 | $108.8K | 0.0% | New position |