Franklin BSP Realty Trust, Inc.FBRT

Franklin BSP Realty Trust, Inc. Stock Compensation Disclosure

10-KFiled Feb 25, 20262 min read
Note 23 - Share-Based Compensation
Share Plans
The Company's 2021 Incentive plan provides the Company with the ability to grant equity-based awards to its directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, or certain of the Company's consultants, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, the Advisor and its affiliates.
As of December 31, 2025, there were 2,880,113 shares of common stock remaining available for issuance under the Company's 2021 Incentive Plan. The Board may amend, suspend or terminate the 2021 Incentive Plan at any time; provided that no amendment, suspension or termination may impair rights or obligations under any outstanding award without the participant’s consent or violate the 2021 Incentive Plan’s prohibition on repricing.
Service-based Restricted Stock and Restricted Stock Units
In accordance with the 2021 Incentive Plan, in 2025 the Company issued awards of RSUs to its officers and certain other personnel of the Advisor who provide services to the Company under the Advisory Agreement.
Restricted Stock and RSU activity issued under the 2021 Incentive Plan for the year ended December 31, 2025 is summarized below:
Shares OutstandingWeighted Average Grant Date Fair Value
2021 Incentive Plan
Unvested equity awards outstanding as of December 31, 20241,278,698 $13.58 
Grants826,881 12.64 
Forfeitures(51,299)12.88 
Vested(618,897)13.71 
Unvested equity awards outstanding as of December 31, 20251,435,383 $13.01 
The Company recognized compensation expense associated with equity awards of $9.1 million, $8.2 million, and $4.8 million during the years ended December 31, 2025, 2024, and 2023 respectively, which is included in Share-based compensation in the consolidated statements of operations. Unrecognized estimated compensation expense for these awards totaled $10.4 million as of December 31, 2025 that will be expensed over a weighted average period of 1.7 years.
Restricted Stock and RSUs granted in December 31, 2025, 2024, and 2023 had a weighted average grant date fair value of $12.64, $13.20, and $14.20, respectively. The fair value of Restricted Stock and RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $8.5 million, $5.0 million, and $2.7 million, respectively.

Historical Timeline

Fiscal YearFiled
2025Feb 25, 2026Showing above
2024Feb 26, 2025
2023Feb 26, 2024
2022Mar 16, 2023
2021Feb 25, 2022
2020Mar 11, 2021
2019Mar 17, 2020
2018Mar 29, 2019
2017Mar 16, 2018
2016Mar 29, 2017
2015Mar 11, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

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