Form 8-K

8-K — Granite Point Mortgage Trust Inc.

Accession: 0001104659-26-070983

Filed: 2026-06-05

Period: 2026-06-04

CIK: 0001703644

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2616930d1_8k.htm (Primary)

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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): June 4, 2026

Granite Point Mortgage Trust Inc.

(Exact name of registrant as specified in its

charter)

Maryland

001-38124

61-1843143

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

3 Bryant Park, Suite

2400A

New York,           NY 10036

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (212) 364-5500

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 $0.01 per share

GPMT

NYSE

7.00%

Series A Fixed-to-Floating Rate Cumulative Redeemable

Preferred Stock, par value $0.01

per share

GPMTPrA

NYSE

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 June 4, 2026, the Board of Directors (the “Board”)

of Granite Point Mortgage Trust Inc. (the “Company”) adopted a revised Director Compensation Policy (the “Policy”),

effective immediately. The Policy provides for cash and equity compensation to be paid to members of the Board for their service on the

Board and its committees. Under the Policy as revised, directors who are independent under the listing standards of the New York Stock

Exchange will receive an annual cash retainer of $100,000 ($160,000 for the Chair), paid quarterly in arrears; a restricted stock unit

(“RSU”) award worth $50,000 ($80,000 for the Chair) at the beginning of each Board term, with a one-year vesting period; and

a long-term cash award of $50,000 ($80,000 for the Chair) at the beginning of each Board term, with a one-year vesting term. The Policy

provides for the payment of additional amounts in cash retainers and RSUs for the Chairs and other members of the Audit Committee, Compensation

Committee, and Nominating and Corporate Governance Committee.

Under the predecessor version of the Policy, the

directors had received the annual cash retainer as detailed above plus an RSU award worth $100,000 ($160,000 for the Chair) at the beginning

of the Board term, but no long-term cash award. The Board decided to split the RSU portion of Board pay equally between RSUs and a long-term

cash award in the revised Policy to limit the dilutive effect of the equity grants to directors. No other material changes were included

in the June 4, 2026, revisions. The foregoing description of the Policy is qualified in its entirety by the terms of the Policy, which

is attached as Exhibit 10.1 hereto and incorporated by reference herein.

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

The Company held its 2026 Annual Meeting of Stockholders

(the “Annual Meeting”) on June 4, 2026, for the purpose of: (i) electing seven directors to serve on the Board until

the 2027 Annual Meeting of Stockholders; (ii) approving on an advisory basis the compensation of the Company’s named executive

officers; and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public

accounting firm for the year ending December 31, 2026.

On April 6, 2026, the record date for the

Annual Meeting, there were 47,919,625 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting.

There were 34,123,267 shares represented in person or by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

Proposal 1 — Election of Directors

Each of the seven director nominees proposed by

the Board was elected to serve as a director until the Company’s 2027 Annual Meeting of Stockholders, or until his or her successor

is duly elected and qualified. The voting results for each director nominee were as follows:

Nominee

For

Against

Abstain

Broker Non-Votes

Tanuja M. Dehne

18,154,513

1,588,603

1,322,250

13,057,901

Patrick G. Halter

19,172,126

1,591,607

301,633

13,057,901

Stephen G. Kasnet

18,055,156

1,705,297

1,304,913

13,057,901

Sheila K. McGrath

19,195,496

1,618,761

251,109

13,057,901

Lazar Nikolic

19,223,834

1,594,838

246,694

13,057,901

John A. Taylor

19,238,468

1,593,103

233,795

13,057,901

Hope B. Woodhouse

18,010,372

1,738,012

1,316,982

13,057,901

Proposal 2 — Approval of Advisory Vote on Executive Compensation

Stockholders approved the advisory resolution

on the Company’s executive compensation. The proposal received the following final voting results:

For

Against

Abstain

Broker Non-Votes

17,500,001

2,152,885

1,412,480

13,057,901

Proposal 3 — Ratification of Selection of Independent Registered

Public Accounting Firm

Stockholders ratified the appointment of Ernst &

Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal

received the following final voting results:

For

Against

Abstain

33,290,665

395,844

436,758

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Director Compensation Policy

104

Cover Page Interactive Data File, formatted in Inline XBRL

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.

Date: June 5, 2026

GRANITE POINT MORTGAGE TRUST INC.

By: /s/ MICHAEL J.

KARBER

Michael J. Karber

General Counsel and Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2616930d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

GRANITE POINT MORTGAGE TRUST INC.

DIRECTOR COMPENSATION POLICY

This Director Compensation

Policy (this “Policy”) of Granite Point Mortgage Trust Inc. (the “Company”) sets forth

the compensation payable to the independent directors of the Company for their service as a member of the Board of Directors (the “Board”)

of the Company and committees thereof:

The Company will pay director

fees only to those non-employee members of the Board who are independent (each an “Independent Director”) under

the listing standards of the New York Stock Exchange (the “NYSE”). The Company’s goal is to provide compensation

for its Independent Directors in a manner that enables it to attract and retain outstanding director candidates and reflects the substantial

time commitment necessary to oversee the Company’s affairs. The Company also seeks to align the interests of its Independent Directors

and its stockholders and has chosen to do so by compensating its Independent Directors with a mix of cash and equity-based compensation.

For each one-year term served

on the Board, the Independent Directors will be paid for their service on the Board and its committees through a combination of “Cash

Retainers, “Restricted Stock Units,” and “Long-Term Cash,” as such terms are

described below, in the following amounts:

Cash Retainers

Restricted Stock

Units

Long-Term Cash

Board Service

Independent Chair

$ 160,000

$ 80,000

Other Directors

$ 100,000

$ 50,000

Audit Committee Service

Chair

$ 10,000

—

Other Members

$ 5,000

—

Compensation Committee Service

Chair

$ 6,250

—

Other Members

$ 3,750

—

Nominating and Corporate Governance Committee Service

Chair

$ 6,250

—

Other Members

$ 3,750

—

Cash Retainers

The Company shall pay all

Cash Retainers hereunder on a quarterly basis in arrears no later than 30 days after the end of the applicable calendar

quarter, subject to the director’s continued service to the Company as an Independent Director in such positions(s) through the

last day of the preceding quarter. Cash retainers will be prorated in the case of service for less than the entire quarter.

Restricted Stock Units

Each Independent Director

shall receive an annual equity award with a cash value as specified above in the form of Restricted Stock Units (“RSUs”)

under the Company’s Amended and Restated 2022 Omnibus Incentive Plan, or such successor plan as has been approved by the Board and

adopted by the Company’s stockholders (the “Plan”). Unless an Independent Director is appointed to serve

on the Board for a partial term, the RSUs granted hereunder shall have a grant date of the date of the Company’s annual meeting

of stockholders at which such director was elected or re-elected to serve by stockholders. The number of RSUs granted hereunder to an

Independent Director shall be determined by dividing (x) the aggregate cash value of all RSUs applicable to such director for such

period by (y) the closing sale price for the regular trading session (without considering after hours or other trading outside regular

trading session hours) for a share of the Company’s common stock on the NYSE on the date of grant, rounded down to the nearest whole

number.

The RSUs granted to Independent

Directors hereunder shall have a one-year vesting period, subject to continued service through the vesting date, shall include dividend

equivalent rights and shall be subject to the terms and conditions of the Plan and the terms of the applicable restricted stock unit agreement

(the “Award Agreement”) entered into between the Company and each Independent Director in connection with such

equity-based retainers.

If an Independent Director

is appointed to serve on the Board for a partial term, the cash value of the RSUs that such director is eligible to receive hereunder

will be prorated from the date of appointment through the date of the Company’s next annual meeting of stockholders. The RSUs granted

with respect thereto shall be granted on the date such director joins the Board, shall vest on the first anniversary of the Company’s

immediately preceding annual meeting of stockholders, subject to continued service on the Board through such vesting date, shall include

dividend equivalent rights and shall be subject to the terms and conditions of the Plan and the applicable Award Agreement.

If an Independent Director’s

service on the Board terminates for any reason other than due to death or disability, the RSUs held by the director at such time shall

vest in a number that is prorated to reflect the proportionate number of days served during the applicable board term up to and including

the date of termination. If an Independent Director’s service on the Board terminates due to death or disability, then the RSUs

held by the director at such time shall fully vest without proration. The RSUs that vest in accordance with this paragraph shall be settled

in accordance with the terms and conditions of the Plan and applicable Award Agreement.

Notwithstanding the foregoing,

for each Independent Director who remains in continuous service until immediately prior to a Change of Control (as defined in the Plan),

the RSUs held by the director at such time will become fully vested upon the Change of Control.

Long-Term Cash

Each Independent Director

shall receive an annual Long-Term Cash award under the Plan in the amount specified above. Unless an Independent Director is appointed

to serve on the Board for a partial term, the Long-Term Cash to be paid hereunder shall be granted on the date of the Company’s

annual meeting of stockholders at which such director was elected or re-elected to serve by stockholders. The Long-Term Cash awarded to

Independent Directors hereunder shall have a one-year vesting period, subject to continued service through the vesting date.

If an Independent Director

is appointed to serve on the Board for a partial term, the amount of Long-Term Cash that such director is eligible to receive hereunder

will be prorated from the date of appointment through the date of the Company’s next annual meeting of stockholders. The Long-Term

Cash to be paid hereunder shall be granted on the date such director joins the Board, shall vest on the first anniversary of the Company’s

immediately preceding annual meeting of stockholders, and shall be subject to continued service on the Board through such vesting date.

If an Independent Director’s

service on the Board terminates for any reason, other than due to death or disability, the Long-Term Cash held by the director at such

time shall vest in an amount that is prorated to reflect the proportionate number of days served during the applicable board term up to

and including the date of termination. If an Independent Director’s service on the Board terminates due to death or disability,

then the Long-Term Cash held by the director at such time shall fully vest without proration.

Notwithstanding the foregoing,

for each Independent Director who remains in continuous service until immediately prior to a Change of Control (as defined in the Plan),

the Long-Term Cash held by the director at such time will become fully vested upon the Change of Control.

Any Long-Term Cash vested

and payable hereunder shall be paid by the Company no later than 30 days after vesting.

Expense Reimbursement

All Independent Directors

shall be entitled to reimbursement from the Company for their reasonable travel (including airfare and ground transportation), lodging

and meal expenses incident to meetings of the Board or committees thereof or in connection with other Board-related business. The Company

shall make expense reimbursements to all Independent Directors within a reasonable amount of time, but no later than 30 days, following

submission by the director of reasonable written substantiation for the expenses.

Last Approved by the Board: June 4, 2026

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