Form SCHEDULE 13D/A TPG RE Finance Trust, Filed by: GRATIA CAPITAL, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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TPG RE Finance Trust, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Steve Pei Gratia Capital, LLC, 11835 West Olympic Blvd., Suite 385 Los Angeles, CA, 90064 310-733-2500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/17/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Gratia Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,785,149.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Steve Pei | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,901,577.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
3.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
TPG RE Finance Trust, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
888 Seventh Avenue, 35th Floor, New York,
NEW YORK
, 10106. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D relates to the Issuer's Common Stock, par value $0.001 per share (the "Shares"). | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 1 to Schedule 13D is being filed by Gratia Capital, LLC, a Delaware limited liability company ("Gratia") and Steve Pei, a United States citizen ("Pei") (each a "Reporting Person" and collectively, the "Reporting Persons"). | |
| (b) | The principal business address for each of the Reporting Persons is 11835 West Olympic Blvd., Suite 385, Los Angeles, California 90064. | |
| (c) | Pei is the managing member of Gratia. The principal business of Gratia is serving as an investment adviser to its clients. | |
| (d) | During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group. | |
| (e) | During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Persons disclaim membership in a group. | |
| (f) | This Amendment No. 1 to Schedule 13D is being filed by Gratia Capital, LLC, a Delaware limited liability company ("Gratia") and Steve Pei, a United States citizen ("Pei") (each a "Reporting Person" and collectively, the "Reporting Persons"). | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The funds for the purchase of the Shares came from the working capital of private funds and separately managed accounts advised by Gratia, over which the Reporting Persons, through their roles described above in Item 2(c), exercise investment discretion and the personal funds of Pei and other affiliates of Gratia. No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired their Shares for investment purposes.
The Reporting Persons believe that the Issuer's share price does not accurately reflect the Issuer's short and long-term prospects. Consequently, the Reporting Persons look forward to positive and supportive discussions with the Issuer's management on a number of topics including dividend increases, broader strategic initiatives, and positioning of the Issuer within the mortgage REIT universe.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may take such actions with respect to their investment in the Issuer as they deem appropriate. In that regard, the Reporting Persons have been and may continue to be in contact with members of the Issuer's management, Board, other significant shareholders and others regarding alternatives that the Issuer could employ to create significant additional shareholder value over time.
Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof: (i) Pei may be deemed to be the beneficial owner of 2,901,577 Shares, constituting 3.7% of the Shares* and (ii) Gratia may be deemed to be the beneficial owner of 2,785,149 Shares, constituting 3.6% of the Shares* | |
| (b) | Pei:
Pei has the sole power to vote or direct the vote of 116,428 Shares; has the shared power to vote or direct the vote of 2,785,149 Shares; has the sole power to dispose or direct the disposition of 116,428 Shares; and has the shared power to dispose or direct the disposition of 2,785,149 Shares.
Gratia:
Gratia has the sole power to vote or direct the vote of 0 Shares; have the shared power to vote or direct the vote of 2,785,149 Shares; have the sole power to dispose or direct the disposition of 0 Shares; and have the shared power to dispose or direct the disposition of 2,785,149 Shares. | |
| (c) | Excluding the transactions disclosed on Exhibit B, the Reporting Persons have not transacted in shares of the Issuer within the previous 60 days. | |
| (d) | Except as otherwise disclosed herein, all of the securities reported in this Amendment No. 1 to Schedule 13D are directly owned by advisory clients of Gratia. None of those advisory clients may be deemed to beneficially own more than 5% of the Shares. | |
| (e) | 4/17/2026
*The outstanding Shares figure reflects 78,354,052 shares issued and outstanding, as reported on the Issuer's 10-K filed on February 17, 2026. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein and/or in a previous Schedule 13D filed by the Reporting Persons in respect of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Joint Filing Agreement
Exhibit B: Schedule of Transactions in Shares | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 10001). |
ATTACHMENTS / EXHIBITS