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): December 10, 2013

RAIT Financial Trust

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (215) 243-9000

N/A

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:

Item 1.01. Entry into a Material Definitive Agreement.

On December 10, 2013, in connection with the public offering of our 4.00% Convertible Senior Notes due 2033, or the notes, registered under the Securities Act of 1933, as amended, or the Securities Act, we entered into a base indenture, or the base indenture, with Wells Fargo Bank, National Association, or Wells Fargo, as supplemented by a supplemental indenture, or the supplemental indenture, with respect to the notes, pursuant to which the notes were issued. This was the offering contemplated by the underwriting agreement we previously disclosed in our current report on Form 8-K filed December 10, 2013. In this report, we refer to the base indenture, as supplemented by the supplemental indenture, collectively as the indenture.

The notes will:

The notes will be convertible by holders at any time on or prior to the business day immediately preceding the maturity date, only upon satisfaction of one of the conditions for conversion described in the indenture into our common shares at an initial conversion rate of 104.4523 common shares per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $9.57 per common share). The conversion rate is subject to adjustment if certain events occur. We will settle conversions of notes by paying or delivering, as the case may be, cash, our common shares or a combination of cash and our common shares, at our election, as described in the indenture. Investors will not receive any separate cash payment for interest, if any, accrued and unpaid to the conversion date except under limited circumstances described in the indenture.

The indenture does not limit the amount of debt that may be issued by us or our subsidiaries under the indenture or otherwise. The indenture does not contain any financial covenants and does not restrict us from paying dividends or issuing or repurchasing our other securities. Other than restrictions related to fundamental changes and consolidations, mergers or asset sales defined in the indenture, the indenture does not contain any covenants or other provisions designed to afford holders of the notes protection in the event of a highly leveraged transaction involving us or in the event of a decline in our credit rating as the result of a takeover, recapitalization, highly leveraged transaction or similar restructuring involving us that could adversely affect such holders.

We may, without the consent of the holders, reopen the indenture for the notes and issue additional notes under the indenture with the same terms as the notes offered hereby in an unlimited aggregate principal amount; provided that if the additional notes are not fungible with the notes initially offered hereby for U.S. federal income tax purposes, the additional notes will have a separate CUSIP number.

Each of the following is an event of default with respect to the notes:

As used in the indenture, “significant subsidiary” means a significant subsidiary of ours as defined in Regulation S-X promulgated under the Securities Act of 1933, as amended, provided that it shall not include (i) any entity consolidated by us where we hold 50 percent or less of the voting power of such entity or (ii) any bankruptcy remote, special purpose entity, used to securitize assets and consolidated by us, whose indebtedness is without recourse to us. The foregoing description of the indenture is qualified in its entirety by reference to the base indenture and supplemental indenture filed as Exhibit 4.1 and Exhibit 4.2 to this report, respectively, which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

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.

EXHIBIT INDEX