{"url_path":"/sec/cik-0002027537/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2027537/0001628280-26-034919-index.html","accession_number":"0001628280-26-034919","cik":"0002027537","ticker":null,"issuer_name":"Goldman Sachs Real Estate Finance Trust Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027537/0001628280-26-034919-index.html","primary_entity_key":"0002027537","primary_entity_name":"Goldman Sachs Real Estate Finance Trust Inc"},"word_count":1204,"has_tables":true,"body_markdown":"ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS\n\nUnregistered Sales of Equity Securities\n\nPrivate Offering\n\nWe are engaged in a continuous, unlimited private placement offering of our common stock (the “Offering”) to “accredited investors” (as defined in Regulation D under the Securities Act) made pursuant to exemptions provided by Section 4(a)(2) of the Securities Act and Regulation D thereunder and applicable state securities laws.\n\nThe sale of the shares in the Offering are made pursuant to subscription agreements we entered into and the purchasers thereof. We relied, in part, upon representations from the purchasers in the subscription agreements that each purchaser was an accredited investor (as defined in Regulation D under the Securities Act).\n\nSales in the primary portion of the Offering have been previously reported in our Current Reports on Form 8-K. In the three months ended March 31, 2026, we made the following additional sales in the Offering pursuant to the distribution reinvestment plan.\n\nIn January 2026, we issued approximately 12,849 Class S shares at a price per share of $25.02 for a total value of $0.3 million, and approximately 32,143 Class I shares at a price per share of $25.06 for a total value of $0.8 million.\n\n                        43\n\nIn February 2026, we issued approximately 13,123 Class S shares at a price per share of $25.06 for a total value of $0.3 million, and approximately 34,401 Class I shares at a price per share of $25.07 for a total value of $0.9 million.\n\nIn March 2026, we issued approximately 14,598 Class S shares at a price per share of $25.02 for a total value of $0.4 million, and approximately 30,808 Class I shares at a price per share of $25.03 for a total value of $0.8 million.\n\nIndependent Director Compensation\n\nOn January 2, 2026, we granted 13,567 restricted shares of our Class I common stock which related to 2026 with an aggregate value of $0.3 million to our four independent directors as compensation for their services pursuant to the terms of our Independent Director Compensation Plan (the “Plan”). Pursuant to the terms of the Plan, at least 60% of a director’s total annual compensation is paid in the form of an annual grant of restricted stock subject to a director’s ability to elect to receive additional amounts in equity (in lieu of cash). Two of our independent directors elected to receive 100% of the annual retainer in equity. The shares were issued in reliance upon the available exemption from registration requirements of Section 4(a)(2) of the Securities Act.\n\nShare Repurchases\n\nEffective June 10, 2024, our board of directors adopted a share repurchase plan, which has been amended at various times thereafter, pursuant to which, beginning in the calendar quarter ended September 30, 2025, stockholders may request, on a quarterly basis that we repurchase all or any portion of their shares of our common stock subject to the limitations of the share repurchase plan. We may repurchase fewer shares than have been requested in any particular quarter to be repurchased under our share repurchase plan, or none at all, in our discretion at any time.\n\nTo the extent we choose to repurchase shares in any particular calendar quarter we will only repurchase shares as of the opening of the last calendar day of that quarter (a “Repurchase Date”). Repurchase requests received and processed by our transfer agent will be effected at a repurchase price equal to the transaction price on the applicable Repurchase Date (which will generally be equal to our prior month’s NAV per share), except that shares that have not been outstanding for at least one year generally will be repurchased at 95% of the transaction price. This Early Repurchase Deduction will not apply to shares acquired through our distribution reinvestment plan.\n\nThe aggregate NAV of total repurchases under the plan (based on the price at which the shares are repurchased) is limited to no more than 5% of our aggregate NAV per calendar quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month). In the event that we determine to repurchase some but not all of the shares submitted for repurchase during any quarter, shares submitted for repurchase during such quarter will be repurchased on a pro rata basis after we have repurchased all shares for which repurchase has been requested due to death or disability. All unsatisfied repurchase requests must be resubmitted after the start of the next quarter, or upon the recommencement of the share repurchase plan, as applicable.\n\nShould repurchase requests, in our judgment, place an undue burden on our liquidity, adversely affect our operations or risk having an adverse impact on us as a whole, or should we otherwise determine that investing our liquid assets in real estate-related investments or other investments rather than repurchasing our shares is in the best interests of the Company as a whole, we may choose to repurchase fewer shares in any particular quarter than have been requested to be repurchased, or none at all. Further, our board of directors may make exceptions to, modify, suspend or terminate our share repurchase plan if in its reasonable judgment it deems such an action to be in our best interest and the best interest of our stockholders. As a result, share repurchases may not be available each calendar quarter.\n\nHolders of Class F-I shares are not eligible to participate in our share repurchase plan until January 6, 2027. Holders of Class F-II shares are not eligible to participate in our share repurchase plan until the later of (i) January 6, 2027 and (ii) one year from the date of the share issuance.\n\n44\n\nShares obtained by the Adviser or its affiliates are not eligible for repurchase through our share repurchase plan and will not be subject to the repurchase limits of the plan or any Early Repurchase Deduction; provided, however, that shares obtained pursuant to the Goldman Sachs Investment are subject to the repurchase limits, subject to certain exceptions, as set forth in the subscription agreement for the Goldman Sachs Investment. In addition, repurchase of shares otherwise obtained by the Adviser or its affiliates, including with respect to payment of the management fee or the performance fee is subject to the approval of the affiliate transaction committee.\n\nDuring the three months ended March 31, 2026, we repurchased shares of our common stock in the following amounts:\n\nMonth of:\nTotal Number of Shares Repurchased(1)\nAverage Price Paid per ShareTotal Number of Shares Repurchased as Part of Publicly Announced Plans or Programs\nRepurchases as a Percentage of NAV(2)\n\nMaximum Number of Shares Pending Repurchase Pursuant to Publicly Announced Plans or Programs(3)\n\nJanuary 2026—$— —— %—\n\nFebruary 2026—— —— %—\n\nMarch 2026357,16225.03 357,1620.01 %—\n\n357,162$25.03 357,1620.01 %—\n\n(1)All shares were repurchased through our share repurchase program.\n\n(2)Represents aggregate NAV of total repurchases under the plan (based on the price at which the shares are repurchased) over aggregate NAV of all shares of our common stock outstanding as of the end of the month immediately preceding the end of the quarter.\n\n(3)All repurchase requests under our share repurchase plan were satisfied. We funded our repurchases with cash available from operations, financing activities and capital raising activities."}