Item 3.03. Material Modification to Rights of Security Holders.

The information set forth below under Item 5.03 is hereby incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


            Year.

Amendment No. 1 to Articles Supplementary for Series H Convertible Preferred Stock

On January 19, 2023, Franklin BSP Realty Trust, Inc. (the "Company") filed Amendment No. 1 (the "Amendment") to the Articles Supplementary (the "Series H Articles Supplementary") relating to the Company's Series H Convertible Preferred Stock, $0.01 par value per share (the "Series H Preferred Stock") with the Maryland State Department of Assessments and Taxation, which Amendment became effective upon filing.

The Company's Board of Directors (the "Board") and the sole holder of the Series H Preferred Stock approved the Amendment, which was requested by the holder of the Series H Preferred Stock, to extend the mandatory conversion date for the Series H Preferred Stock, which was set to occur on January 19, 2023, to January 19, 2024. In addition, under the Amendment, the holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through December 2023, upon 10 business days' advance notice to the Company. No other terms in the Series H Articles Supplementary were amended.

The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 17, 2023, the sole stockholder of the Series H Preferred Stock executed and delivered to the Company a written consent approving the Amendment.

Item 8.01. Other Events

On January 19, 2023, all of the 1,000 outstanding shares of the Company's Series I Convertible Preferred Stock, $0.01 par value per share, converted by their terms into 299.2 shares of common stock per share of Series I Convertible Preferred Stock.

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