false 0001630472 0001630472 2025-09-11 2025-09-11 0001630472 us-gaap:CommonStockMember 2025-09-11 2025-09-11 0001630472 trtx:SixPointTwoFivePercentageSeriesCCumulativeRedeemablePreferredStockMember 2025-09-11 2025-09-11
 
 

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): September 11, 2025

 

 

TPG RE Finance Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Maryland   001-38156   36-4796967

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

888 Seventh Avenue, 35th Floor, New York, New York 10106

(Address of Principal Executive Offices) (Zip Code)

(212) 601-4700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   TRTX   New York Stock Exchange
6.25% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share   TRTX PRC   New York Stock Exchange

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 September 15, 2025, TPG RE Finance Trust, Inc. (the “Company”) announced that Robert (“Bob”) R. Foley, the Company’s chief financial officer, has decided to retire from TPG Inc., a Delaware corporation (“TPG”), at the end of the year. Mr. Foley will become a senior advisor to TPG’s real estate credit business and transition his day-to-day duties to Brandon Fox, the Company’s chief accounting officer, who will assume the role of interim chief financial officer of the Company, effective October 1, 2025.

Brandon Fox, age 46, has served as the Company’s chief accounting officer since January 2022. Mr. Fox has also served as the chief financial officer of TPG Real Estate Partners since July 2022 and as a managing director of TPG since January 2023. Mr. Fox served as a principal of TPG from June 2021 to January 2023. From December 2019 to June 2021, Mr. Fox was the head of corporate accounting for Oaktree Capital Management, L.P. (NYSE: OAK-PA; OAK-PB), where he was responsible for management company accounting, assets under management, accounting policy and financial reporting requirements of the firm. From July 2018 to December 2019, Mr. Fox was a senior director in TPG’s business unit finance department and from May 2017 to July 2018, Mr. Fox was a director in TPG’s financial reporting and accounting policy department. From December 2007 to May 2017, Mr. Fox served in various accounting, financial planning and analysis, and capital markets related roles at Healthpeak Properties, Inc. (NYSE: DOC) (formerly HCP, Inc.). Mr. Fox received an MBA with concentrations in corporate finance and strategy from the University of Chicago Booth School of Business and BS degrees in accountancy and information systems from California State University Long Beach. He is a Certified Public Accountant (inactive) licensed in California.

 

Item 7.01

Regulation FD Disclosure.

On September 15, 2025, the Company issued a press release (the “press release”) announcing Mr. Foley’s retirement and the appointment of Mr. Fox as the Company’s interim chief financial officer, effective October 1, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01.

The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the press release includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.

The information contained in the press release is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

99.1    Press Release, dated September 15, 2025
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

TPG RE Finance Trust, Inc.
By:  

/s/ Doug Bouquard

Name:   Doug Bouquard
Title:   Chief Executive Officer

Date: September 15, 2025

Exhibit 99.1

TPG RE Finance Trust, Inc. Announces Retirement of Chief Financial Officer Bob Foley and Appointment of Brandon Fox as Interim Chief Financial Officer

September 15, 2025

NEW YORK—(BUSINESS WIRE) — TPG RE Finance Trust, Inc. (NYSE: TRTX) (“TRTX” or the “Company”) today announced that Robert (“Bob”) R. Foley, the Company’s chief financial officer, has decided to retire from TPG at the end of the year. He will become a senior advisor to TPG’s real estate credit business and transition his day-to-day duties to Brandon Fox, TRTX’s chief accounting officer, who will assume the role of interim chief financial officer of TRTX, effective October 1, 2025.

“On behalf of our board and entire team, I want to thank Bob for his leadership and unwavering commitment to TRTX. He has played a critical role in growing and expanding our business over the past ten years, and we wish him all the best in his well-deserved retirement,” said Doug Bouquard, Head of TPG Real Estate Credit and Chief Executive Officer of TRTX. “Brandon has deep financial expertise and knowledge of TRTX’s business, and we are confident he will seamlessly step into his expanded role as we continue to execute on our strategy and deliver results for our shareholders.”

“It has been an honor to help lead the TRTX platform. I am grateful to my colleagues across TPG’s real estate business for their dedication and partnership,” said Mr. Foley. “I am proud of our accomplishments and am confident that TRTX is well-positioned for continued success. I have worked closely with Brandon for many years and know he will be a valuable partner to the leadership team in his new role.”

Mr. Fox has served as TRTX’s chief accounting officer since January 2022. He has significant experience across corporate and asset acquisitions, SEC reporting and technical accounting matters, external and internal audit, and financial planning and analysis. Mr. Fox received an MBA with concentrations in corporate finance and strategy from the University of Chicago Booth School of Business and is a Certified Public Accountant (inactive) licensed in California.

ABOUT TRTX

TPG RE Finance Trust, Inc. is a commercial real estate finance company that originates, acquires, and manages primarily first mortgage loans secured by institutional properties located in primary and select secondary markets in the United States. The Company is externally managed by TPG RE Finance Trust Management, L.P., a part of TPG Real Estate, which is the real estate investment platform of global alternative asset management firm TPG Inc. (NASDAQ: TPG). For more information regarding TRTX, visit https://www.tpgrefinance.com/.

FORWARD-LOOKING STATEMENTS

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to various risks and uncertainties, including, without limitation, risks and uncertainties related to: the performance of the Company’s investments; global economic trends and economic conditions, including heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, tariffs and international trade policies, stress to the commercial banking systems of the U.S. and Western Europe, labor shortages, currency fluctuations and challenges in global supply chains; the Company’s ability to originate loans that are in the pipeline and under evaluation by the Company; financing needs and arrangements; and the risks, uncertainties and factors set forth under the heading “Risk Factors” in the Company’s Annual


Report on Form 10-K for the fiscal year ended December 31, 2024, as such risk factors may be updated from time to time in the Company’s periodic filings with the Securities and Exchange Commission (the “SEC”), which are accessible on the SEC’s website at www.sec.gov. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “believe,” “could,” “project,” “predict,” “continue,” or other similar words or expressions. Forward-looking statements are based on certain assumptions, discuss future expectations, describe existing or future plans and strategies, contain projections of results of operations, liquidity and/or financial condition or state other forward-looking information. Statements, among others, relating to the chief financial officer transition, continuing to execute on our strategy and deliver for our shareholders and the Company’s continued success are forward-looking statements, and the Company cannot assure you that the Company will achieve such results. The ability of the Company to predict future events or conditions or their impact or the actual effect of existing or future plans or strategies is inherently uncertain. Although the Company believes that such forward-looking statements are based on reasonable assumptions, actual results and performance in the future could differ materially from those set forth in or implied by such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which reflect the Company’s views only as of the date of this press release. Except as required by law, neither the Company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements appearing in this press release. The Company does not undertake any obligation to update any forward-looking statements contained in this press release as a result of new information, future events or otherwise. Past performance is not indicative nor a guarantee of future results.

INVESTOR RELATIONS CONTACT

+1 (212) 405-8500

IR@tpgrefinance.com

MEDIA CONTACT

TPG RE Finance Trust, Inc.

Courtney Power

+1 (415) 743-1550

media@tpg.com

Source: TPG RE Finance Trust, Inc.