FRANKLIN BSP REALTY TRUST, INC.
ARTICLES SUPPLEMENTARY
SERIES F CONVERTIBLE PREFERRED STOCK
FRANKLIN BSP REALTY TRUST, INC., a Maryland corporation (the Company), hereby certifies to the State Department of
Assessments and Taxation of Maryland (the SDAT) that:
FIRST: The charter of the Company (the
Charter) authorizes the issuance of 50,000,000 shares of preferred stock, $0.01 par value per share (the Preferred Shares), issuable from time to time in one or more series, and authorizes the Companys
board of directors (the Board) to classify or reclassify any unissued shares from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or
distributions, qualifications, or terms or conditions of redemption of such unissued shares.
SECOND: Under the authority contained in the
Charter, the Board, in resolutions adopted at a meeting held on October [ ], 2021, has reclassified 50,000,000 shares of authorized but unissued shares of the Companys common stock, $0.01 par value per share (the Common
Shares), into additional Preferred Shares, without designation as to class or series. As a result, the Company is authorized to issue 100,000,000 Preferred Shares and 900,000,000 Common Shares.
THIRD: Under the authority contained in the Charter, the Board, in resolutions adopted at a meeting held on October [ ], 2021, has classified
and designated 40,000,000 Preferred Shares of the Company as Series F Convertible Preferred Stock, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends or distributions,
qualifications, and terms and conditions of redemption, which upon any restatement of the Charter, shall be deemed to be part of Article V of the Charter, with any necessary or appropriate changes to the enumeration of sections or subsections
hereof. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Charter.
Series F Convertible Preferred Stock
(1) Designation and Number. A series of Preferred Shares, designated as the Series F Convertible Preferred Stock
(the Series F Preferred Shares), is hereby established. The par value of the Series F Preferred Shares is $0.01 per share. The number of authorized Series F Preferred Shares is 40,000,000.
(2) Maturity. The Series F Preferred Shares have no stated maturity and will not be subject to any sinking fund or mandatory
redemption.
(3) Ranking. The Series F Preferred Shares will, with respect to rights to receive dividends and to participate in
distributions or payments upon any voluntary or involuntary liquidation, dissolution or winding up of the Company (a Liquidation Event), rank (a) senior to shares of the Companys common stock, $0.01 par value per share
(the Common Shares) and any other class or series of equity securities (the Equity Securities), now or hereafter issued and outstanding, the terms of which provide that such Equity Securities rank, as to
dividend payments and the distribution of assets upon a Liquidation Event, junior to such Series F Preferred Shares (Junior Equity Securities), and (b) junior to the Companys Series A Convertible Preferred Stock, $0.01
par value per share, Series C Convertible Preferred Stock, $0.01 par value per share, Series D Convertible Preferred Stock, $0.01 par value per share and any other Equity Securities now or hereafter issued by the Company and outstanding with terms
specifically providing that such Equity Securities rank senior to the Series F Preferred Shares with respect to rights of dividend payments and the distribution of assets upon a Liquidation Event (Senior Equity Securities).
(4) Dividends.
(a) Dividends on each outstanding Series F Preferred Share shall be payable, when and as authorized by the Board of
Directors out of funds legally available therefore, on the date the Company pays a dividend on its Common Shares (each such day being hereinafter called a Series F Dividend Payment Date) at the then applicable Dividend Rate (as
defined below). Each dividend is payable to holders of record as they appear on the share records of the Company at 5:00 p.m., New York time, on the record date for each such dividend payment, which shall be the record date for the Common Shares
with respect to such dividend payment (each such date, a Record Date).
(b) Dividends payable on each
Series F Preferred Share on the Series F Dividend Payment Date shall be equal to the dividend paid with respect to a Common Share on such date (the Dividend Rate). Dividends shall be paid in the form in which dividends were paid
to holders of Common Shares.