UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 15, 2022
KKR Real Estate Finance Trust Inc.
(Exact name of registrant as specified in its charter)
Maryland
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001-38082
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47-2009094
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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30 Hudson Yards, Suite 7500
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New York, New York
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10001
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212) 750-8300
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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KREF
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New York Stock Exchange
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6.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
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KREF PRA
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 15, 2022, the Board of Directors (the “Board”) of KKR Real Estate Finance Trust Inc. (the “Company”), upon the approval and recommendation
of the Compensation Committee of the Board (the “Compensation Committee”), adopted the KKR Real Estate Finance Trust Inc. Directors and Officers Deferral Plan (the “Plan”). The Plan is an unfunded, unsecured deferred compensation plan that allows
participants to defer receipt of shares of the Company’s common stock issuable upon vesting of any Restricted Stock Unit (“RSU”) in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986. Non-employee members of the
Board, officers of the Company and, subject to the designation of the Compensation Committee, managers or officers of KKR Real Estate Finance Manager LLC, the Company’s external manager, are eligible to participate in the Plan. The Plan is
administered by the Compensation Committee.
Pursuant to the Plan, participants may elect to defer receipt of all or a portion of any shares of the Company’s common stock issuable upon vesting
of any RSU granted to such participant in 25% increments. No dividend equivalent right applicable to any RSU will be subject to deferral. Deferred stock units credited to participant shall be entitled to dividend equivalent payments upon payment by
the Company of dividends on shares of the Company’s common stock in the same form and amount equal to the amount of such dividends and are not subject to deferral under the Plan.
Distributions under the Plan will generally be paid in a one-time distribution or in up to ten annual installments, as elected by the participant, to
occur on (i) a fixed date following the date the RSUs would have otherwise vested, (ii) upon the participant’s termination of employment or service or (iii) the earlier of (i) or (ii) above. A lump sum distribution is automatically triggered by a
change in control of the Company or upon such participant’s death.
The description of the Plan is not complete and is qualified in its entirety by reference to the Plan filed as Exhibit 10.1 to this Current Report on
Form 8-K, which is incorporated into this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit
Number
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Description
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104
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Cover Page Interactive Data File, formatted in Inline XBRL.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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KKR REAL ESTATE FINANCE TRUST INC.
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By:
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/s/ Vincent J. Napolitano
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Name:
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Vincent J. Napolitano
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Title:
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General Counsel and Secretary
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Date: March 21, 2022
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