Franklin BSP Realty Trust, Inc. and Capstead Mortgage Corporation Announce Completion of Merger - Seite 2

Registered holders of Capstead Common Stock will have their shares of FBRT Common Stock posted to new accounts at SS&C Technologies Inc., the transfer agent for FBRT. Beneficial holders of Capstead Common Stock will have their shares of FBRT Common Stock posted to their individual accounts at their broker or financial institution, in accordance with the policies and procedures of such broker or financial institution.

The Company also announced that the Company’s Board of Directors has authorized a new $65 million share repurchase program. This program will be operative following the conclusion of the $35 million share repurchase program BSP agreed to implement in connection with the merger. The Company’s and BSP’s share repurchase programs authorize share repurchases at prices below the most recently reported book value per share as determined in accordance with GAAP.

Purchases made under the Company’s and BSP’s programs may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, as permitted by securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by the Company or BSP, as applicable, in its reasonable business judgment and consistent with the exercise of its legal duties and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The Company share repurchase program does not obligate the Company to acquire any particular amount of common stock. The Company’s and BSP’s share repurchase programs will begin no later than four full calendar weeks after the closing date of the merger and remain open for 12 months thereafter or until the capital committed to the applicable repurchase program has been exhausted, whichever is sooner. Repurchases under the Company’s share repurchase program may be suspended from time to time at the Company’s discretion without prior notice.

Forward-Looking Statements

This communication includes forward-looking statements. These forward-looking statements generally can be identified by phrases such as “will,” “should,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe the proposed transaction, including its financial and operational impact, the share repurchase program and other statements of management’s beliefs, intentions or goals also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined company or the price of FBRT stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to the risks and important factors contained and identified in FBRT’s filings with the Securities and Exchange Commission (“SEC”), including the proxy statement/prospectus filed with the SEC on September 7, 2021, as supplemented on September 23, 2021, and October 6, 2021, and its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, any of which could cause actual results to differ materially from the forward-looking statements. The forward-looking statements included in this communication are made only as of the date hereof. FBRT does not undertake any obligation to update the forward-looking statements to reflect subsequent events or circumstances, except as required by law.