REALTY FINANCE TRUST, INC. SUPPLEMENT NO. 9, DATED NOVEMBER 10, 2015, TO THE PROSPECTUS, DATED APRIL

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1 REALTY FINANCE TRUST, INC. SUPPLEMENT NO. 9, DATED NOVEMBER 10, 2015, TO THE PROSPECTUS, DATED APRIL 30, 2015 This prospectus supplement, or this Supplement No. 9, is part of the prospectus of Realty Finance Trust, Inc., or the Company, dated April 30, 2015, or the Prospectus, as supplemented by Supplement No. 8 dated November 2, 2015, or Supplement No. 8. This Supplement No. 9 supplements, modifies or supersedes certain information contained in the Prospectus and Supplement No. 8 and should be read in conjunction with the Prospectus and Supplement No. 8. This Supplement No. 9 will be delivered with the Prospectus and Supplement No. 8. Unless the context suggests otherwise, the terms we, us and our used herein refer to the Company, together with its consolidated subsidiaries. Terms used in this supplement No. 9 and not otherwise defined herein have the same meanings as set forth in our prospectus and any supplements thereto. The purposes of this Supplement No. 9 are to: disclose the calculation of our per share net asset value, or NAV, as of September 30, 2015; update share pricing and repurchase information; update disclosure regarding the NAV valuation process; and attach our Quarterly Report on Form 10-Q for the quarterly period ended September 30, Calculation of Per Share NAV The following disclosure updates and should be read in conjunction with all disclosure throughout the Prospectus regarding the NAV valuation process. On November 4, 2015, our Board upon the recommendations of the Conflicts Committee and our advisor, as described below, approved and established an estimated net asset value, or NAV, per share of our common stock of $ The estimated per share NAV is based upon the estimated value of our assets less our liabilities as of September 30, 2015, or the Valuation Date. This valuation was performed in accordance with the provisions of Practice Guideline , Valuations of Publicly Registered Non-Listed REITs, issued by the Investment Program Association in April 2013, or the IPA Valuation Guidelines. On August 5, 2015, our Board unanimously approved the formation of a conflicts committee, or the Conflicts Committee, of our Board, composed solely of all of our independent directors. Our Board delegated to the Conflicts Committee the responsibility for the oversight of the valuation process of our per share NAV in accordance with the valuation guidelines previously adopted by our Board. Pursuant to our valuation guidelines, our advisor, under the oversight of the Conflicts Committee, is responsible for calculating our per share NAV, taking into consideration the valuations of our assets by an independent valuer. Duff & Phelps Valuation With the approval of the Conflicts Committee, we engaged Duff & Phelps, LLC, or Duff & Phelps, an independent third-party real estate advisory firm, to estimate the fair value of our CRE Debt Investments and our commercial mortgage backed securities, or CMBS, in accordance with our valuation guidelines and as described below. Duff & Phelps has extensive experience estimating the fair value of CRE Debt Investments and CMBS. The method used by Duff & Phelps to value our assets, as described in the report furnished to us by Duff & Phelps, or the Fair Value Report, was designed to comply with the IPA Valuation Guidelines. Duff & Phelps does not have any direct interests in any transaction with us, and there are no conflicts of interest between Duff & Phelps and us or our advisor. The compensation Duff & Phelps received for preparing the Fair Value Report was based on the scope of work and was not contingent upon the development or reporting of a predetermined value or direction in value that favors our cause, the amount of the value opinion, the attainment of a stipulated result or the occurrence of a subsequent event directly related to the intended use of the valuation. In preparing the Fair Value Report, Duff & Phelps did not, and was not requested to, solicit third party indications of interest for our common stock in connection with possible purchases thereof or the acquisition of all or any part of us. S-1

2 Valuation of CRE Debt Investments As of the Valuation Date, we had 69 CRE Debt Investments. Duff & Phelps estimated the value of our CRE Debt Investments by applying a discounted cash flow, or DCF, analysis over the term of each investment. In applying this analysis, Duff & Phelps researched the market to determine the appropriate market interest rate for each CRE Debt Investment and estimated the expected cash flow for such investment between the Valuation Date and the date of the investment s maturity. To determine the appropriate market interest rate for each CRE Debt Investment, Duff & Phelps reviewed and analyzed national surveys of real estate investors as well as comparable real estate transactions in the market and considered, among other factors, the property type underlying each CRE Debt Investment as well as the loan-to-value ratio and remaining term of each CRE Debt Investment. To estimate the expected cash flows for each CRE Debt Investment between the Valuation Date and the date of the investment s maturity, Duff & Phelps considered each CRE Debt Investment s remaining term, contract interest rate, interest type, timing and frequency of principal and interest payments and remaining principal balance. After determining the appropriate market interest rate and estimated cash flow for each CRE Debt Investment, Duff & Phelps discounted the estimated cash flow of each CRE Debt Investment based on the relative risk of achieving the expected cash flows and the time value of money, given the determined market interest rate for each CRE Debt Investment. Based on its valuation of each CRE Debt Investment, Duff & Phelps estimated that our 69 CRE Debt Investments had an aggregate value range between $1,053,229,229 and $1,074,853,573 as of the Valuation Date. Valuation of CMBS As of the Valuation Date, we had 13 CMBS. As with our CRE Debt Investments, Duff & Phelps valued each of the CMBS by applying a DCF analysis. In connection with valuing the CMBS, Duff & Phelps estimated the default rate, loss severity, prepayment and delinquency assumption based on the historical performance for the underlying assets of the CMBS. In addition, Duff & Phelps considered their understanding of market participants expectations, the representative indices and various research reports from investments banks. Based on its valuation of each CMBS, Duff & Phelps estimated that our 13 CMBS had an aggregate value range between $100,194,807 and $101,758,760 as of the Valuation Date. Advisor Analysis To estimate our per share NAV, our advisor followed the guidelines below: Step 1: Determination of Gross Asset Value: Our advisor estimated the value of our CRE Debt Investments and CMBS, as described above. The fair value of cash, other assets and other liabilities was estimated by our Advisor to approximate carrying value. This determination excludes intangible assets including, but not limited to, deferred financing costs and all assets/liabilities required by ASC 805. Step 2: Determination of Liabilities: Our advisor estimated the value of our liabilities at their generally accepted accounting principles book value. Debt maturing in one year or more was valued at fair value or mark-to-market. Step 3: Preferred Securities, Special Interests & Incentive Fee Adjustments: Our advisor calculated and deducted (i) any NAV allocable to preferred securities; and (ii) any estimated incentive fees, participations, shares of convertible stock or special interests held by or allocable to our sponsor or our advisor or to any of their affiliates, based on our aggregate NAV and payable in a hypothetical liquidation of us as of the Valuation Date in accordance with the provisions of our operating partnership and advisory agreements and the terms of the preferred securities and convertible stock. Step 4: Determination of Per Share NAV: Our advisor divided the resulting NAV allocable to stockholders by the number of common shares outstanding on the Valuation Date (fully diluted). S-2

3 The following table, prepared by our advisor, summarizes the individual components presented to the Conflicts Committee and our Board (amounts as of the Valuation Date and in thousands, except per share values): Low Value Mid Value High Value CRE Debt Investments... $1,053,229 $1,063,976 $1,074,854 CMBS , , ,759 Cash and other assets... 24,621 24,621 24,621 Total assets... $1,178,045 $1,189,648 $1,201,234 Total liabilities... (459,948) (459,948) (459,948) Total stockholders equity... $ 718,097 $ 729,700 $ 741,286 Shares outstanding... 28,754 28,754 28,754 Per share NAV Prior to convertible shares... $ $ $ Convertible shares (as converted basis) Diluted shares outstanding... 28,814 28,882 28,947 Per Share NAV Fully Diluted... $ $ $ Sensitivity Analysis Our advisor noted that applying the low, midpoint and high range of market rates determined by Duff & Phelps resulted in an estimated per share NAV range of $24.92 to $ The midpoint in that range was $ The market interest rates used to estimate the value of each of the CRE Debt Investments has a significant impact on estimated per share NAV. To determine the sensitivity to changes in the market interest rate, Duff & Phelps adjusted the rate applied to each loan 25 basis points down and up to obtain the low and high levels of valuation. To estimate the value of each CMBS, Duff & Phelps considered all market information available to them on both the securities valued and on comparable securities. Consideration was given to the robustness and timing of information, the source, the range of variability, the differences between levels at which market participants were willing to sell or purchase the security and the quantities at which they were willing to transact. The following table, prepared by our advisor, presents the impact on our per share NAV resulting from variations in the overall market interest rates for CRE Debt Investments, which were valued pursuant to a DCF analysis, within the range of values determined by Duff & Phelps. Range of Value Low Midpoint High Share Price... $24.92 $25.27 $25.61 Market Rate % 3.79% 3.54% Price Per Unit CMBS... $97.91 $98.75 $99.44 Limitations of the Asset Valuations We believe that the method used to estimate per share NAV of our common stock is the methodology most commonly used by public, non-listed REITs to estimate per share NAV. The estimated asset values may not, however, represent current market value or book value. The estimated value of the CRE Debt Investments and CMBS reflected above does not necessarily represent the value we would receive or accept if the assets were marketed for sale. The market for CRE Debt Investments and CMBS can and does fluctuate and values are expected to change in the future. Further, the estimated per share NAV of our common stock does not reflect a liquidity discount for the fact that the shares are not currently traded on a national securities exchange and other costs that may be incurred in connection with a liquidity event, including any costs to sell any of our assets. S-3

4 As with any methodology used to estimate value, the methodologies employed to value the CRE Debt Investments and the CMBS by Duff & Phelps, and the calculations and recommendations made by our advisor, were based upon a number of estimates and assumptions that may not be accurate or complete. If different judgments, assumptions or opinions were used, a different estimate would likely result. Furthermore, our estimated per share NAV may not fully reflect certain extraordinary events, including, without limitation, events that affect the real estate properties related to our CRE Debt Investments and CMBS such as the unexpected renewal or termination of a material lease or unanticipated structural or environmental events. The estimated per share NAV does not reflect enterprise value, which may include an adjustment for: the large number of CRE Debt Investments and CMBS, given that some buyers may be willing to pay more for a large portfolio than they are willing to pay for each asset in the portfolio separately; any other intangible value associated with a going concern; or the possibility that our shares could trade at a premium or a discount to NAV if the shares were listed on a national securities exchange. Limitations of the Estimated Per Share NAV The estimated per share NAV does not represent: (i) the amount at which our shares would trade if listed on a national securities exchange, (ii) the amount a stockholder would obtain if he or she tried to sell his or her shares or (iii) the amount stockholders would receive if we liquidated our assets and distributed the proceeds after paying all of our expenses and liabilities. Accordingly, with respect to the estimated per share NAV, we can give no assurance that: a stockholder would be able to resell his or her shares at this estimated value; a stockholder would ultimately realize distributions per share equal to this estimated value per share upon liquidation of our assets and settlement of its liabilities or a sale of us; our shares would trade at a price equal to or greater than the estimated per share NAV if the shares were listed on a national securities exchange; or the methodology used to estimate per share NAV would be acceptable to the Financial Industry Regulatory Authority for use on customer account statements, or that the estimated per share NAV will satisfy the applicable annual valuation requirements under the Employee Retirement Income Security Act of 1974, as amended, or ERISA, and the Internal Revenue Code of 1986, as amended, or the Code, with respect to employee benefit plans subject to ERISA and other retirement plans or accounts subject to Section 4975 of the Code. Conclusion Relying in part on its review and consideration of the Duff & Phelps estimates of the value of our CRE Debt Investments and CMBS, along with its own analysis, estimates and calculations, and in accordance with the IPA Valuation Guidelines, the advisor recommended that the Conflicts Committee and our Board approve an estimated per share NAV as of the Valuation Date of $ Upon the Conflicts Committee s receipt and review of the Fair Value Report, and in light of other factors considered by the Conflicts Committee and the Conflicts Committee s own knowledge of our assets and liabilities, the Conflicts Committee concluded that the range in estimated per share NAV of $24.92 to $25.61, with an approximate midpoint value of $25.27 per share, was appropriate. Upon recommendation by our advisor, the Conflicts Committee recommended to our Board that it adopt $25.27 as the estimated per share NAV of our common stock. Our Board unanimously agreed to accept the recommendation of the Conflicts Committee and approved $25.27 as the estimated per share NAV of our common stock, which determination is ultimately and solely the responsibility of our Board. The estimate was determined at a moment in time and will likely change over time as a result of changes to the value of individual assets as well as changes and developments in the real estate and capital markets, including changes in interest rates. Stockholders should not rely on the estimated per share NAV in making a decision to buy or sell shares of our common stock. S-4

5 New Purchase Price in Our Primary Offering and under Our Distribution Reinvestment Plan The following disclosure updates and should be read in conjunction with all disclosure throughout the Prospectus regarding share pricing and repurchase. On November 4, 2015, our Board, including its independent directors, unanimously determined (i) to change the purchase price for shares issued in our primary offering to equal the estimated per share NAV plus applicable selling commissions and fees and (ii) to change the purchase price for shares issued pursuant to our distribution reinvestment plan, or our DRIP, to equal the estimated per share NAV. Accordingly, we (i) will offer shares in the primary offering at a purchase price of $28.08 and (ii) will offer shares pursuant to our DRIP at a purchase price of $ The second paragraph under the question How does a reasonable best efforts offering work? on page 8 of the Prospectus, and all other similar disclosures appearing throughout the Prospectus, are hereby replaced with the following: Prior to the NAV pricing date, the per share purchase price of our shares in our primary offering was up to $25.00 (including the maximum allowed to be charged for commissions and fees). Commencing with the NAV pricing date, the per share purchase price of our shares in our primary offering varies quarterly and is equal to our NAV divided by the number of shares outstanding as of the end of business on the final day of the period covered by our Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable, plus applicable commissions and fees. After the close of business on the day of each such quarterly or annual financial filing, we will file a pricing supplement with the SEC, which will set forth the calculation of NAV for such quarter, and we will also post that pricing supplement on our website at After the close of business on the day of each such quarterly or annual financial filing, we will also post the per share NAV for that quarter on our website at You may also obtain the quarterly determination of our per share NAV by calling our toll-free, automated telephone line at Any purchase orders that we receive prior to 4:00 p.m. Eastern time on the last business day prior to each such quarterly or annual financial filing will be executed at a price equal to our most recent per share purchase price. Subscriptions that we receive after 4:00 p.m. Eastern time on the last business day prior to each such quarterly or annual financial filing will be held for five business days before execution, during which time a subscriber may withdraw his or her subscription, which will be executed at a price equal to our per share NAV, as calculated by our advisor as of the end of business on the final day of the period covered by such quarterly or annual financial filing, plus applicable selling commissions and dealer manager fees. If, in that circumstance, the investor does not withdraw his or her subscription within five business days of the original subscription date, the subscription will be processed by us. An investor s subscription agreement and funds will be submitted to the transfer agent by our dealer manager and/or the broker dealers participating in the offering for settlement of the transaction within three business days of placing an order, but the investor s share price will always be the per share NAV, plus applicable selling commissions and dealer manager fees, as described above, except in such case where a subscription shall be held for five business days, as described above. Share Repurchase Program In response to changing industry regulations with respect to the timing of the NAV calculation, on November 4, 2015, our Board, including its independent directors, unanimously determined to amend the SRP to provide for a consistent approach to redemptions and related restrictions. As such, the section entitled Share Repurchase Program beginning on page 217 of the Prospectus, and all other similar disclosures appearing throughout the Prospectus, are hereby replaced with the following: Our share repurchase program, as described below, may provide eligible stockholders with limited, interim liquidity by enabling them to sell shares back to us, subject to restrictions and applicable law, if such repurchases do not impair the capital or operations of the REIT. Specifically, state securities regulators impose investor suitability standards that establish specific financial thresholds that must be met by any investor in certain illiquid, long-term investments, including REIT shares. S-5

6 A stockholder must have beneficially held the shares for at least one year prior to offering them for sale to us through our share repurchase program, although if a stockholder sells back all of its shares, our board of directors has the discretion to exempt shares purchased pursuant to the DRIP from this one year requirement. In addition, upon the death or disability of a stockholder, upon request, we will waive the one-year holding requirement as discussed below. Only those stockholders who purchased their shares from us or received their shares from us (directly or indirectly) through one or more non-cash transactions may be able to participate in the share repurchase program. In other words, once our shares are transferred for value by a stockholder, the transferee and all subsequent holders of the shares are not eligible to participate in the share repurchase program. Unless the shares of our common stock are being repurchased in connection with a stockholder s death or disability as described below, the price per share that we will pay to repurchase shares of our common stock, in each case, as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to our common stock, will be as follows: 92.5% of per share NAV for stockholders who have continuously held their shares for at least one year; 95.0% of per share NAV for stockholders who have continuously held their shares for at least two years; 97.5% of per share NAV for stockholders who have continuously held their shares for at least three years; and 100% of per share NAV for stockholders who have continuously held their shares for at least four years. Pursuant to the terms of our share repurchase program, we intend to make repurchases, if requested, at least once quarterly. Each stockholder whose repurchase request is granted will receive the repurchase amount within 30 days after the fiscal quarter in which we grant its repurchase request. Subject to the limitations described in this prospectus, we also will repurchase shares upon the request of the estate, heir or beneficiary, as applicable, of a deceased stockholder. We will limit the number of shares repurchased pursuant to our share repurchase program in any calendar quarter to 1.25% of the product of (i) the Company s most recently published per share NAV and (ii) the number of shares outstanding as of last day of the previous calendar quarter. In addition, funds available for our share repurchase program are limited as described below. Due to these limitations, we cannot guarantee that we will be able to accommodate all repurchase requests. Funding for the share repurchase program will be derived exclusively from proceeds we maintain from the sale of shares under the DRIP and other operating funds, if any, as our board of directors, in its sole discretion, may reserve for this purpose. We cannot guarantee that the funds set aside for the share repurchase program will be sufficient to accommodate all requests made each year. However, a stockholder may withdraw its request at any time or ask that we honor the request when funds are available. Pending repurchase requests will be honored on a pro rata basis. For each period beginning on the date of a quarterly filing and ending on the last business day prior to the next quarterly filing, the repurchase price for shares under the share repurchase plan will equal the amount set forth above based on the then current per-share NAV. If a stockholder s repurchase request is received after the close of business on the last business day prior to a quarterly filing, the shares relating to such repurchase request will be repurchased at a price equal to the amount set forth above based on the per-share NAV published on the date such quarterly filing is made. Death and Disability of a Stockholder Upon the death or disability of a stockholder, upon request, we will waive the one-year holding requirement. Shares repurchased in connection with the death or disability of a stockholder will be repurchased at a purchase price equal to the then-current per share NAV. In addition, we may waive the holding period in the event of a stockholder s bankruptcy or other exigent circumstances. S-6

7 Share Repurchase Program Generally Our board of directors may amend the terms of our share repurchase program without stockholder approval. Our board of directors may also amend, suspend or terminate the program upon 30 days notice or reject any request for repurchase if it determines that the funds allocated to the share repurchase program are needed for other purposes, such as the acquisition, maintenance or repair of properties, or for use in making a declared distribution. Our sponsor, our advisor, our directors and our affiliates are prohibited from receiving a fee on any share repurchases, including selling commissions and dealer manager fees. Our board of directors reserves the right, in its sole discretion, at any time and from time to time, to: waive the one year holding period requirement in the event of the death or disability of a stockholder, other involuntary exigent circumstances such as bankruptcy, or a mandatory distribution requirement under a stockholder s IRA; reject any request for repurchase; change the purchase price for repurchases; or otherwise amend, suspend or terminate the terms of our share repurchase program. If funds available for our share repurchase program are not sufficient to accommodate all requests, shares will be repurchased as follows: (i) first, pro rata as to repurchases upon the death of a stockholder; (ii) next, pro rata as to repurchases to stockholders who demonstrate, in the discretion of our board of directors, another involuntary exigent circumstance, such as bankruptcy; (iii) next, pro rata as to repurchases to stockholders subject to a mandatory distribution requirement under such stockholder s IRA; and (iv) finally, pro rata as to all other repurchase requests. In general, a stockholder or his or her estate, heir or beneficiary may present to us fewer than all of the shares then-owned for repurchase, except that the minimum number of shares that must be presented for repurchase shall be at least 25% of the holder s shares. However, if the repurchase request is made within six months of the event giving rise to the special circumstances described in this sentence, where repurchase is being requested (i) on behalf of the estate, heirs or beneficiaries, as applicable, of a deceased stockholder; (ii) by a stockholder due to another involuntary exigent circumstance, such as bankruptcy; or (iii) by a stockholder due to a mandatory distribution under such stockholder s IRA, a minimum of 10% of the stockholder s shares may be presented for repurchase; provided, however, that any future repurchase request by such stockholder must present for repurchase at least 25% of such stockholder s remaining shares. A stockholder who wishes to have shares repurchased must mail or deliver to us a written request on a form provided by us and executed by the stockholder, its trustee or authorized agent. An estate, heir or beneficiary that wishes to have shares repurchased following the death of a stockholder must mail or deliver to us a written request on a form provided by us, including evidence acceptable to our board of directors of the death of the stockholder, and executed by the executor or executrix of the estate, the heir or beneficiary, or their trustee or authorized agent. Unrepurchased shares may be passed to an estate, heir or beneficiary following the death of a stockholder. If the shares are to be repurchased under any conditions outlined herein, we will forward the documents necessary to effect the repurchase, including any signature guaranty we may require. The share repurchase program immediately will terminate if our shares are listed on any national securities exchange. Any material modifications, suspension or termination of our share repurchase program by our board of directors or our advisor will be disclosed to stockholders promptly in reports we file with the SEC, a press release and/or via our website. Stockholders are not required to sell their shares to us. The share repurchase program is only intended to provide interim liquidity for stockholders until a liquidity event occurs, such as the listing of the shares on a national stock exchange or our merger with a listed company. We cannot guarantee that a liquidity event will occur. S-7

8 Shares we purchase under our share repurchase program will have the status of authorized but unissued shares. Shares we acquire through the share repurchase program will not be reissued unless they are first registered with the SEC under the Securities Act and under appropriate state securities laws or otherwise issued in compliance with such laws. The first eight paragraphs appearing under the subheading entitled Volume Discounts which begins on page 226 of the Prospectus, and all other similar disclosures appearing throughout the Prospectus, are hereby replaced with the following: In connection with sales of certain minimum numbers of shares to a single purchaser, as defined below, certain volume discounts resulting in reductions in the applicable selling commissions payable with respect to such sales are available to investors. In such event, any such reduction will result in a discounted purchase price per share payable by the investor. For orders of more than $500,000 made by single purchasers and paid to our dealer manager and soliciting dealers, applicable selling commissions will be reduced as set forth in the table below. The resulting discounted per share purchase price will apply to the specific range of each share purchased in the total volume ranges set forth in the table below. The discounted per share purchase price will equal an amount such that net proceeds after the payment of applicable selling commissions and dealer manager fees equals our quarterly NAV per share. For purchases of shares of $500,001 to $1,000,000, the applicable selling commission will equal 6.0% of the discounted per share purchase price, and the aggregate selling commission and dealer manager fee per share will equal 9.0% of the discounted per share purchase price. For purchases of $1,000,001 and above, the applicable selling commission will equal 2.5% of the discounted per share purchase price, and the aggregate selling commission and dealer manager fee per share will equal 5.5% of the discounted per share purchase price. For illustrative purposes only, the following chart describes the applicable volume discounts based on a quarterly NAV per share of $ Net Proceeds per Share in Volume Discount Range Selling Commission per Share in Volume Discount Range Discounted Per Share Purchase Price in Volume Discount Range (including selling commissions and dealer manager fee) For a Single Purchaser $1,000 $500, $ $ 1.97 $ ,001 1,000, ,000, * * * Subject to reduction as described below Any reduction in the amount of the selling commissions in respect of volume discounts received will be credited to the investor in the form of additional shares. Fractional shares will be issued. As an example, if our quarterly NAV per share was $25.27, a single purchaser would receive 35, shares rather than 35, shares for an investment of $1,000,000 and the selling commission would be $65, The discount would be calculated as follows: the purchaser would acquire 17, shares at a purchase price of $28.08, including selling commissions of $1.97 per share and dealer manager fee of $0.84 per share, and 18, shares at a discounted purchase price of $27.77, including reduced selling commissions of $1.67 per share and dealer manager fee of $0.83 per share. In no event will the proceeds to us be less than $25.27 per share. For purchases of $5,000,000 or more, in our sole discretion, selling commissions may be reduced from $0.67, and the dealer manager fee may be reduced from 3% of the discounted per share purchase price, but in no event will our net proceeds be less than our quarterly NAV per share. In the event of a sale of $5,000,000 or more, with reduced selling commission or dealer manager fee, we will supplement this prospectus to include: (a) the aggregate amount of the sale, (b) the price per share paid by the purchaser and (c) a statement that other investors wishing to purchase at least the amount described in clause (a) will pay no more per share than the purchaser described in clause (b) above. S-8

9 NAV Valuation Process The second and third paragraphs under the subheading entitled Dealer Manager and Compensation We Will Pay for the Sale of Our Shares on page 223 of the Prospectus, and all other similar disclosures appearing throughout the Prospectus, are hereby replaced with the following: The per share purchase price of our shares in our primary offering varies quarterly and is equal to our NAV divided by the number of shares outstanding as of the end of business on the final day of the period covered by our Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as applicable, plus applicable commissions and fees. The total of the selling commissions and dealer manager fees paid will equal 10% of the public offering price, and the public offering price will equal an amount such that net proceeds after the payment of selling commissions and dealer manager fees equals our per share NAV. After the close of business on the day of each such quarterly or annual financial filing, we will file a pricing supplement with the SEC, which will set forth the calculation of NAV for such quarter, and we will also post that pricing supplement on our website at After the close of business on the day of each such quarterly or annual financial filing, we will also post the per share NAV for that quarter on our website at You may also obtain the quarterly determination of our per share NAV by calling our toll-free, automated telephone line at Any purchase orders that we receive prior to 4:00 p.m. Eastern time on the last business day prior to each quarterly or annual financial filing will be executed at a price equal to our most recent per share purchase price. Subscriptions that we receive after 4:00 p.m. Eastern time or thereafter on the last business day prior to each quarterly financial filing will be held for five business days before execution, during which time a subscriber may withdraw his or her subscription which will be executed at a price equal to our per share NAV as calculated by our advisor after the close of business on the day on which we make our quarterly financial filing, plus applicable selling commissions and dealer manager fees. If, in that circumstance, the investor does not withdraw his or her subscription within five business days of the original subscription date, the subscription will be processed by us. An investor s subscription agreement and funds will be submitted to the transfer agent by our dealer manager and/or the broker dealers participating in the offering for settlement of the transaction within three business days of placing an order, but the investor s share price will always be the per share NAV, plus applicable selling commissions and dealer manager fees, as described above. We will not pay selling commissions or a dealer manager fee for shares sold pursuant to the DRIP. We will not pay referral or similar fees to any accountants, attorneys or other persons in connection with the distribution of the shares. Annex A On November 10, 2015, we filed with the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, which is attached as Annex A to this Supplement No. 9. S-9

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11 ANNEX A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: REALTY FINANCE TRUST, INC. (Exact name of registrant as specified in its charter) Maryland (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 405 Park Avenue, 14 th Floor New York, New York (Address of Principal Executive Office) (Zip Code) (212) (Registrant s Telephone Number, Including Area Code) Not applicable (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (check one): Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The number of shares of the registrant s common stock, $0.01 par value, outstanding as of October 31, 2015 was 30,416,283.

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13 TABLE OF CONTENTS PART I Item 1. Condensed Consolidated Financial Statements and Notes... 1 Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations Item 3. Quantitative and Qualitative Disclosures about Market Risk Item 4. Controls and Procedures PART II Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits Signatures Page i

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15 PART I Item 1. Condensed Consolidated Financial Statements. REALTY FINANCE TRUST, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except for share and per share data) September 30, 2015 (Unaudited) December 31, 2014 ASSETS... Cash and cash equivalents... $ 13,504 $ 386 Restricted cash... 1, Commercial mortgage loans, held for investment, net of allowance for loan losses of $872 and $ , ,884 Real estate securities, available for sale, at fair value ,959 50,234 Accrued interest receivable... 5,510 2,866 Prepaid expenses and other assets... 4,200 3,782 Total assets... $1,064,412 $514,220 LIABILITIES AND STOCKHOLDERS EQUITY Repurchase agreements commercial mortgage loans... $ 376,090 $150,169 Repurchase agreements real estate securities... 72,597 26,269 Interest payable Distributions payable... 4,767 2,623 Accounts payable and accrued expenses... 2,055 2,385 Due to affiliate... 3,903 2,035 Total liabilities , ,713 Commitment and Contingencies (See Note 8) Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding as of September 30, 2015 and December 31, Convertible stock; $0.01 par value, 1,000 shares authorized, issued and outstanding as of September 30, 2015 and December 31, 2014, respectively Common stock, $0.01 par value, 949,999,000 shares authorized, 28,753,520 and 15,472,192 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively Additional paid-in capital , ,874 Accumulated other comprehensive loss... (1,317) (307) Accumulated deficit... (27,858) (10,216) Total stockholders equity , ,507 Total liabilities and stockholders equity... $1,064,412 $514,220 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 1

16 REALTY FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except for share and per share data) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, Interest Income: Interest income... $ 16,252 $ 4,558 $ 38,341 $ 7,514 Less: Interest expense... 3, , Net interest income... 12,783 3,847 30,416 6,711 Expenses: Asset management and subordinated performance fee... 2, , Acquisition fees and expenses... 1,777 1,772 5,958 2,894 Professional fees , Other expenses Loan loss provision Total expenses... 5,358 2,863 14,056 4,876 Income before income taxes... 7, ,360 1,835 Income tax provision Net income... $ 7,425 $ 951 $ 16,360 $ 1,761 Basic net income per share... $ 0.28 $ 0.11 $ 0.74 $ 0.35 Diluted net income per share... $ 0.28 $ 0.11 $ 0.74 $ 0.35 Basic weighted average shares outstanding... 26,684,913 8,791,796 22,035,227 5,047,827 Diluted weighted average shares outstanding... 26,690,964 8,799,886 22,040,110 5,053,763 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 2

17 REALTY FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, Net income... $7,425 $951 $16,360 $1,761 Unrealized loss on real estate securities... (1,008) (24) (1,010) (4) Comprehensive income... $ 6,417 $927 $15,350 $1,757 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3

18 REALTY FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (In thousands, except for share data) (Unaudited) Convertible Stock Number of Shares Amount Common Stock Number of Shares Par Value Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders Equity Balance, December 31, ,000 $ 1 15,472,192 $155 $340,874 $ (307) $(10,216) $330,507 Issuance of common stock... 12,790, , ,489 Common stock repurchases... (86,437) (1) (2,098) (2,099) Net income... 16,360 16,360 Distributions declared... (34,002) (34,002) Common stock issued through distribution reinvestment plan.. 574, ,637 13,643 Share-based compensation... 2, Common stock offering costs, commissions and dealer manager fees... (37,448) (37,448) Other comprehensive income... (1,010) (1,010) Balance, September 30, ,000 $ 1 28,753,520 $288 $633,350 $(1,317) $(27,858) $604,464 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4

19 REALTY FINANCE TRUST, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, Cash flows from operating activities: Net income... $ 16,360 $ 1,761 Adjustments to reconcile net income to net cash provided by operating activities: Discount accretion and premium amortization, net... (877) (229) Accretion of loan exit fees... (603) (53) Amortization of deferred financing costs... 1, Share-based compensation Loan loss provision Changes in assets and liabilities: Accrued interest receivable... (2,041) (1,686) Prepaid expenses and other assets... (416) (97) Accounts payable and accrued expenses Due to affiliate... 1,353 Interest payable Net cash provided by operating activities... $ 16,797 $ 1,160 Cash flows from investing activities: Origination and purchase of commercial mortgage loans... $(526,919) $(282,563) Purchase of real estate securities... (53,304) (33,581) Principal repayments received on commercial mortgage loans... 45, Principal repayments received on real estate securities... 1,573 Net cash used in investing activities... $(533,108) $(316,041) Cash flows from financing activities: Proceeds from issuances of common stock... $ 316,614 $ 243,978 Common stock repurchases... (2,899) Payments of offering costs and fees related to common stock issuances... (36,981) (25,500) Borrowings on revolving line of credit with affiliate... 5,550 Repayments of revolving line of credit with affiliate... (12,855) Borrowings on repurchase agreements commercial mortgage loans ,178 87,292 Repayments of repurchase agreements commercial mortgage loans... (18,257) Borrowings on repurchase agreements real estate securities... 50,274 23,572 Repayments of repurchase agreements real estate securities... (3,946) (10) Increase in restricted cash related to financing activities... (1,339) Repayments to affiliate... (1,078) Payments of deferred financing costs... (2,189) Distributions paid... (18,215) (3,909) Net cash provided by financing activities... $ 529,429 $ 314,851 Net change in cash... $ 13,118 $ (30) Cash, beginning of period Cash, end of period... $ 13,504 $ 148 Supplemental disclosures of cash flow information: Interest paid... $ 5,749 $ 537 Supplemental disclosures of non-cash flow information: Distributions payable... $ 4,767 $ 1,078 Common stock issued through distribution reinvestment plan... 13,643 2,385 Receivable for common stock issued... 3,065 2,283 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5

20 REALTY FINANCE TRUST, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2015 (Unaudited) Note 1 Organization and Business Operations Realty Finance Trust, Inc. (the Company ) was incorporated in Maryland on November 15, 2012 and has conducted its operations to qualify as a real estate investment trust ( REIT ) for U.S. federal income tax purposes beginning with the filing of its tax return for the taxable year ended December 31, The Company is offering for sale a maximum of 80.0 million shares of common stock, $0.01 par value per share, on a reasonable best efforts basis, pursuant to a registration statement on Form S-11 (the Offering ) filed with the U.S. Securities and Exchange Commission ( SEC ) under the Securities Act of 1933, as amended (the Securities Act ). The Offering also covers the offer and sale of up to 16.8 million shares of common stock pursuant to a distribution reinvestment plan (the DRIP ) under which common stockholders may elect to have their distributions reinvested in additional shares of the Company s common stock. On May 14, 2013, the Company commenced business operations after raising in excess of $2.0 million of equity in the Offering, the amount required for the Company to release equity proceeds from escrow. Prior to the NAV pricing date (as described below), the Company has offered shares of its common stock in the primary offering through Realty Capital Securities, LLC (the Dealer Manager ) at a share price of up to $25.00 per share (including the maximum allowed to be charged for commissions and fees, subject to certain discounts as described in the Company s prospectus). Prior to the NAV pricing date, the Company has offered shares of its common stock through the DRIP, at a price equal to $23.75 per share, which is 95% of the primary offering price. As of close of business on November 10, 2015 (the NAV pricing date ), pursuant to the net asset value ( NAV ) calculation described in Note 13, the Company is offering shares of its common stock in the primary offering at a price of up to $28.08 per share, inclusive of applicable commissions and dealer manager fees and through the DRIP at a price equal to $25.27, the NAV per share. As of September 30, 2015, the aggregate gross proceeds from the sale of common stock in the offering, including DRIP, was $714.2 million. Beginning with the NAV pricing date, the per share price for shares in the primary offering and the DRIP will vary quarterly and will be equal to the Company s NAV as of the end of the prior quarter, divided by the number of shares of the Company s common stock outstanding as of such date, plus, in the case of the primary offering, applicable commissions and fees. The Company was formed to originate, acquire and manage a diversified portfolio of commercial real estate debt investments secured by properties located both within and outside of the United States. The Company may also invest in commercial real estate securities and commercial real estate properties. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Real estate securities may include commercial mortgage-backed securities ( CMBS ), senior unsecured debt of publicly traded REITs, debt or equity securities of other publicly traded real estate companies and collateralized debt obligations ( CDOs ). The Company has no direct employees. The Company has retained Realty Finance Advisors, LLC (the Advisor ) to manage the Company s affairs on a day-to-day basis. The Dealer Manager serves as the dealer manager of the Offering. The Advisor and Dealer Manager are under common control with AR Capital, LLC ( AR Capital ), the parent of American Realty Capital VIII, LLC (the Sponsor ), as a result of which they are related parties and each of them has received or will receive compensation and fees for services related to the Offering, the investment and management of the Company s assets, the operations of the Company and the liquidation of the Company. Note 2 Summary of Significant Accounting Policies Basis of Accounting The accompanying condensed consolidated financial statements and related footnotes are unaudited and have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ( GAAP ) for interim financial statements. The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly owned 6