Item 3.03 Material Modification to Rights of Security Holders.

On January 12, 2022, KKR Real Estate Finance Trust Inc. (the "Company") filed Articles Supplementary (the "Articles Supplementary") to the Company's charter with the State Department of Assessments and Taxation of the State of Maryland, which classified and designated an additional 6,260,000 shares of the Company's 6.50% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock"), resulting in a total of 13,160,000 shares classified as Series A Preferred Stock. A summary of the material terms of the Series A Preferred Stock is set forth under the caption "Description of Series A Preferred Stock" in the Company's prospectus supplements, dated January 6, 2022 and January 11, 2022, each of which forms a part of the Company's registration statement on Form S-3 (Registration No. 333-261854), and is hereby incorporated by reference into this Item 3.03.

The Articles Supplementary are filed as Exhibit 3.1 to this report and incorporated herein by reference.

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

Year.

The information about the Articles Supplementary set forth under Item 3.03 of this report is hereby incorporated by reference into this Item 5.03.




Item 8.01 Other Events.

On January 13, 2022, the Company issued 6,210,000 shares of Series A Preferred Stock and received net proceeds (after underwriting discounts and before expenses) of $151,166,925. The Company plans to use the net proceeds from the sale of the shares of the Series A Preferred Stock, after deducting commissions and offering expenses payable by the Company, to acquire its target assets in a manner consistent with its investment strategies and investment guidelines described in its Annual Report on Form 10-K for the year ended December 31, 2020 and for general corporate purposes. The offering was a re-opening of the Company's previous issuance of Series A Preferred Stock. The additional shares of Series A Preferred Stock sold in the offering form a single series, and are fully fungible, with the other outstanding shares of Series A Preferred Stock.

A copy of the opinion of Venable LLP, counsel to the Company, relating to the legality of the shares of Series A Preferred Stock issued on January 13, 2022 is filed as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:



 Exhibit
 Number                                  Description
  3.1      Articles Supplementary, designating additional shares of the Company's
           6.50% Series A Cumulative Redeemable Preferred Stock.
  5.1      Opinion of Venable LLP.
  23.1     Consent of Venable LLP (contained in its opinion filed as Exhibit 5.1
           and incorporated herein by reference).
  104      Cover Page Interactive Data File, formatted in Inline XBRL.

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