TPG RE Finance Trust, Inc.TRTX

TPG RE Finance Trust, Inc. Stock Compensation Disclosure

10-KFiled Feb 17, 20263 min read
Stock-based Compensation
The Company does not have any employees. As of December 31, 2025, certain individuals employed by an affiliate of the Manager and certain members of the Company’s Board of Directors were compensated, in part, through the issuance of stock-based instruments.
The Company’s Board of Directors has adopted, and the Company’s stockholders have approved, the TPG RE Finance Trust, Inc. 2025 Equity Incentive Plan (the “2025 Incentive Plan”). As a result of the adoption of the 2025 Incentive Plan, no further awards will be granted under the TPG RE Finance Trust, Inc. Amended and Restated 2017 Equity Incentive Plan (as amended from time to time, the “2017 Incentive Plan” and, together with the 2025 Incentive Plan, the “Incentive Plans”).
The 2025 Incentive Plan provides for the grant of equity-based compensation awards to the Company’s, and its affiliates’, directors, officers, employees (if any) and consultants, and the members, officers, directors, employees and consultants of our Manager or its affiliates, as well as to our Manager and other entities that provide services to us and our affiliates and the employees of such entities. The 2025 Incentive Plan provides for the reservation of 6,732,067 shares of the Company's common stock, plus the number of shares that become available for delivery under the 2025 Incentive Plan with respect to Existing Awards (as defined below) in accordance with the share recycling provisions described below. If all or any portion of an award granted under the 2017 Incentive Plan that was outstanding as of May 20, 2025 (an “Existing Award”), expires or is cancelled, forfeited, exchanged, settled for cash or otherwise terminated without the actual delivery of shares, any shares subject to such Existing Award will again be available for new awards under the 2025 Equity Incentive Plan. Any shares withheld or surrendered in payment of any taxes relating to Existing Awards (other than options or stock appreciation rights) will be again available for new awards under the 2025 Incentive Plan.
The following table details the outstanding common stock awards and includes the numbers of shares granted and weighted average grant date fair value per share under the Incentive Plans:
Common stockWeighted average grant date fair value per share
Balance as of December 31, 20221,683,440 $9.44 
Granted950,000 6.66 
Vested(527,831)10.55 
Forfeited(6,545)7.64 
Balance as of December 31, 20232,099,064 $7.91 
Granted990,100 8.51 
Vested(712,041)8.51 
Forfeited— — 
Balance as of December 31, 20242,377,123 $7.98 
Granted982,683 9.09 
Vested(854,456)8.24 
Forfeited(80,114)7.77 
Balance as of December 31, 20252,425,236 $8.30 
Generally, common shares vest over a four-year period pursuant to the terms of the award and the applicable Incentive Plan with the exception of deferred stock units granted to certain members of the Company's Board of Directors that are vested upon issuance.
The following table presents the number of shares associated with outstanding awards that will vest over the next four years:
Share grant vesting yearShares of common stock
2026987,427 
2027709,479 
2028482,645 
2029245,685 
Total2,425,236 
During the year ended December 31, 2025, the Company accrued 12,875 shares of common stock for dividends that are paid-in-kind to non-management members of its Board of Directors related to the dividends payable to holders of record of our common stock as of March 28, 2025, June 27, 2025, September 26, 2025, and December 26, 2025.
During the year ended December 31, 2024, the Company accrued 15,218 shares of common stock for dividends that are paid-in-kind to non-management members of its Board of Directors related to the dividends payable to holders of record of our common stock as of March 28, 2024, June 27, 2024, September 27, 2024, and December 27, 2024.
As of December 31, 2025, total unrecognized compensation costs relating to unvested stock-based compensation arrangements was $14.5 million. These compensation costs are expected to be recognized over a weighted average period of 1.3 years from December 31, 2025. For the years ended December 31, 2025, 2024, and 2023, the Company recognized $9.8 million, $6.4 million, and $8.0 million, respectively, of stock-based compensation expense.
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Historical Timeline

Fiscal YearFiled
2025Feb 17, 2026Showing above
2024Feb 18, 2025
2023Feb 20, 2024
2022Feb 21, 2023
2021Feb 23, 2022
2020Feb 24, 2021
2019Feb 19, 2020
2018Feb 26, 2019
2017Feb 26, 2018

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.

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