SEC Form S-8 filed by KKR Real Estate Finance Trust Inc.
FORM S-8
Maryland
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47-2009094
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Item 3. |
Incorporation of Documents by Reference.
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(a) |
the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on
February 3, 2025 (including information specifically incorporated by reference from the Registrant’s definitive proxy statement on Schedule
14A filed with the Commission on March 14, 2025);
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(b) |
the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on April 23, 2025;
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(c) |
the Company’s Current Report on Form 8-K filed on March 5, 2025; and
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(d) |
the description of the Company’s capital stock, contained in Exhibit 4.1 to the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021, filed on February 8, 2022, including any amendment or report filed for the purpose of updating such description.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Exhibit
Number
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Description of Document
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4.1
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4.2
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Opinion of Venable LLP.
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KKR Real Estate Finance Trust Inc. 2025 Omnibus Incentive Plan
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Consent of Deloitte & Touche LLP.
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Consent of Venable LLP (included as part of Exhibit 5.1).
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Power of Attorney (included in the signature pages to this Registration Statement).
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Filing Fees
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Item 9.
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Undertakings.
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(a) |
The undersigned Registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Tables” in the effective Registration Statement; and
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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KKR REAL ESTATE FINANCE TRUST INC.
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By:
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/s/ Matthew A. Salem
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Name:
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Matthew A. Salem
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Title:
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Chief Executive Officer and Director
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Signature
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Title
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Chief Executive Officer and Director
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/s/ Matthew A. Salem |
(Principal Executive Officer)
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Matthew A. Salem
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/s/ Kendra L. Decious |
Chief Financial Officer and Treasurer
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Kendra L. Decious
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(Principal Financial and Accounting Officer)
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/s/ Ralph F. Rosenberg |
Chairman of the Board of Directors
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Ralph F. Rosenberg
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/s/ Christen E.J. Lee
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Director
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Christen E.J. Lee
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/s/ Terrance R. Ahern |
Director
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Terrance R. Ahern
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/s/ Jonathan A. Langer |
Director
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Jonathan A. Langer
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/s/ Deborah H. McAneny |
Director
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Deborah H. McAneny
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/s/ Irene M. Esteves |
Director
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Irene M. Esteves
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/s/ Paula Madoff |
Director
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Paula Madoff
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