BXMT 10-K & 10-Q changes, risk factors and insider trading
Blackstone Mortgage Trust, Inc. · NYSE · Real Estate Investment Trusts · CIK 1061630 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our Manager manages our portfolio pursuant to very broad investment guidelines and is not required to seek the approval of our board of directors for each investment, financing, asset allocation or hedging decision made by it, which may result in our making riskier loans and investments and which could adversely affect our results of operations and financial condition.”
New heading “Acquiring or attempting to acquire multiple investments in a single transaction may adversely affect our operations.”
New heading “Certain of our investments are recorded at fair value and, as a result, there will be uncertainty as to the value of these investments.”
New heading “Changes in the condition of Fannie Mae or Freddie Mac or government support for rental housing and potential related developments could adversely affect us.”
New heading “Our Manager maintains primarily a contractual relationship with us. Our Manager’s liability is limited under our”
New heading “Management Agreement, and we have agreed to indemnify our Manager against certain liabilities.”
New heading “Risks Related to Conflicts of Interest”
New heading “We are subject to conflicts of interest, or conflicting loyalties, arising out of our relationship with Blackstone and these conflicts may not be identified or resolved in a manner favorable to us.”
New heading “Blackstone personnel work on other projects and conflicts will arise in the allocation of personnel between us and other projects.”
New heading “Blackstone is subject to a number of conflicts of interest, regulatory oversight and legal and contractual restrictions due to its multiple business lines, which may reduce the benefits that Blackstone could otherwise expect to utilize for our”
New heading “Manager for purposes of identifying and managing our investments.”
New heading “Blackstone engages various advisors and operating partners who may co-invest alongside us, and there can be no assurance that such advisors and operating partners will continue to serve in such roles.”
New heading “We may source, sell and/or purchase assets either to or from our Manager and its affiliates or issued by affiliates of our”
New heading “Manager, and such transactions may cause conflicts of interest.”
New heading “We are subject to various risks arising out of Blackstone’s allocation of investment opportunities among us and Other”
New heading “Blackstone Accounts, including that certain Other Blackstone Accounts have similar or overlapping investment objectives and strategies, and as a result we will not be allocated certain opportunities and may be allocated opportunities with lower relative returns.”
New heading “When we make investments in which Other Blackstone Accounts also invest at a different level of an issuer’s or borrower’s capital structure, conflicts of interest arise, and our Manager may take actions that are adverse to us.”
New heading “We have invested in joint ventures with Other Blackstone Accounts and divided pool of investments with Other”
New heading “Blackstone Accounts.”
New heading “Blackstone is expected to structure certain investments such that Blackstone will face conflicting fiduciary duties to us and certain debt funds.”
New heading “Blackstone may raise and/or manage Other Blackstone Accounts, which could result in the reallocation of Blackstone personnel and the direction of potential investments to such Other Blackstone Accounts.”
New heading “Refinancing transactions involving us and Other Blackstone Accounts may give rise to potential or actual conflicts of interest, in addition to the risks inherent to such transactions generally.”
New heading “Blackstone’s potential involvement in financing a third party’s purchase of assets from us could lead to potential or actual conflicts of interest.”
New heading “Disputes between Blackstone and our joint venture partners who have pre-existing investments with Blackstone may affect our investments relating thereto.”
New heading “Certain principals and employees will, in certain circumstances, be involved in and have a greater financial interest in the performance of Other Blackstone Accounts, and such activities may create conflicts of interest in making investment decisions on our behalf.”
New heading “Our Manager may face conflicts of interests in choosing our service providers and certain service providers may provide services to our Manager or Blackstone on more favorable terms than those payable by us.”
New heading “Our Manager may face conflicts of interests related to third-party servicers providing their personnel to Blackstone and outsourcing, and we may bear additional fees and expenses as a result.”
New heading “The relationship of certain service providers and vendors with Blackstone may result in conflicts of interest, including the payment by us of higher fees or commissions than would be the case absent the relationship.”
New heading “Blackstone, Other Blackstone Accounts, Portfolio Entities, and personnel and related parties of the foregoing will benefit from the fees and compensation, including performance-based and other incentive fees, which could be substantial, for products and services provided to us.”
New heading “Fees and expenses incurred for services provided by Other Blackstone Accounts may result in conflicts of interest, including as a result of different compensation and expense reimbursement structures and allocation of expenses between us and/or the Portfolio Entities could result in us paying more than our pro rata portion of fees for services.”
New heading “To the extent we enter into joint ventures with third parties which engage service providers and vendors as discussed herein, we may be allocated more fees, costs and expenses than our pro rata share.”
New heading “Agreements we will enter with respect to service and products purchased on a group basis may result in conflicts of interest due to the allocation of the costs and benefits of these agreements.”
New heading “The potential receipt of compensation by Blackstone related to data management services provided to portfolio properties, us and Other Blackstone Accounts may cause us to invest in Portfolio Entities that we may not otherwise have invested in or on terms and conditions less favorable to us than we would have otherwise sought to obtain.”
New heading “We may be subject to potential conflicts of interest as a consequence of family relationships that Blackstone professionals have with other real estate professionals.”
New heading “We are subject to conflicts of interest related to tenants.”
New heading “The personnel of our Manager may trade in securities for their own accounts, subject to restrictions applicable to”
New heading “Blackstone personnel.”
New heading “We expect to have a diverse stockholder group and the interests of our stockholders may conflict with one another and may conflict with the interests of investors in other vehicles that we co-invest with.”
New heading “We may be subject to additional potential conflicts of interests as a consequence of Blackstone’s status as a public company.”
New heading “We, Other Blackstone Accounts and their Portfolio Entities may engage in permissible political activities with the intent of furthering our or their business interests or otherwise.”
New heading “Investment Company Act.”
New heading “Changes in laws or regulations governing our operations, including financial regulatory changes in the United States, may adversely affect our business or cause us to alter our business strategy.”
New heading “We may experience risks related to technological or other innovations, such as developments in artificial intelligence, that may disrupt the markets and sectors in which we operate and subject us to increased competition or negatively impact the tenants and value of our properties.”
New heading “Changes in accounting interpretations or assumptions could impact our ability to timely prepare consolidated financial statements.”
Removed heading “Some of our investments may be recorded at fair value and, as a result, there will be uncertainty as to the value of these investments.”
Removed heading “The loss of, or changes in, our relationships with MTRCC, or of MTRCC’s relationships with Freddie Mae or Freddie Mac, could adversely affect us.”
Removed heading “We and the Blackstone Vehicles have and in the future will likely compete with or enter into transactions with existing and future private and public investment vehicles established and/or managed by Blackstone or its affiliates, which may present various conflicts of interest that restrict our ability to pursue certain investment opportunities or take other actions that are beneficial to our business and/or result in decisions that are not in the best interests of our stockholders.”
Removed heading “Our Manager maintains a contractual as opposed to a fiduciary relationship with us. Our Manager’s liability is limited under our Management Agreement, and we have agreed to indemnify our Manager against certain liabilities.”
Removed heading “Changes in laws or regulations governing our operations, changes in the interpretation thereof or newly enacted laws or regulations and any failure by us to comply with these laws or regulations, could require changes to certain of our business practices, negatively impact our operations, cash flow or financial condition, impose additional costs on us, subject us to increased competition or otherwise adversely affect our business.”
Removed heading “Actions of the U.S. government, including the U.S. Congress, Federal Reserve Board, Treasury and other governmental and regulatory bodies, to stabilize or reform the financial markets, or market response to those actions, may not achieve the intended effect and may adversely affect our business.”
Removed heading “General Risk Factors”
Removed heading “We invest in derivative instruments, which would subject us to increased risk of loss.”
Removed heading “We are subject to counterparty risk associated with our debt obligations.”
Removed heading “We may enter into hedging transactions that could expose us to contingent liabilities in the future.”
Largest changes
“Other Blackstone Accounts may also participate in a separate tranche of a financing with respect to a Portfolio Entity in which we have an interest or otherwise in different classes of such Portfolio Entity’s capital structure. For example, in circumstances where we originate a whole loan and syndicate a portion of such loan to one or more Other Blackstone Accounts or where we originate a mortgage and syndicate the related A-Note to Other Blackstone Accounts. …”see in full comparison
“We engage certain, and may in the future engage other, Portfolio Entities of Other Blackstone Accounts, and Other Blackstone Accounts may engage our Portfolio Entities to provide some or all of the following services: …”see in full comparison
“As a result, we will from time to time invest in real estate-related debt investments alongside certain Blackstone Vehicles that include a focus on real estate-related debt investments. …”see in full comparison
see in full comparisonCybersecurityThe information that we and our third-party service providers may process may be susceptible to outages, computer system failures, cybersecurity incidents and cyber-attacks, denial of service attacks, ransomware attacks,andcorruptants, malicious software, phishing attempts, unauthorized access to or acquisition of information, social engineering attempts (including business email compromise attacks) and other data breaches or security incidents, and such incidents have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future (including as a consequence of the COVID-19 pandemic and the increased frequency of virtual working arrangements). There have been a number of recent highly publicized cases involving the dissemination, theft and destruction of corporate information or other assets, as a result of a failure to follow procedures by employees or contractors or as a result of actions by a variety of third parties, including nation state actors and terrorist or criminal organizations. Additionally, cyberattacks and other security threats have become increasingly complex as a result of the emergence of new technologies, such as artificial intelligence, which are able to identify and target new vulnerabilities in information technology systems. Blackstone, we and our service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions, and their operations rely on the secure access to, and processing, storage and transmission of confidential and other information in their systems and those of their respective third-party service providers. These information, technology and communications systems are subject to a number of different threats or risks that could adversely affect Blackstone or us. For example, the information and technology systems as well as those of Blackstone, its portfolio companies and other related parties, such as service providers, may be vulnerable to damage or interruption from cybersecurity breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Cyberattacks, ransomware and other security threats could originate from a wide variety of external sources, including cyber criminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders. The result of a cyberattack may include disrupted operations, misstated or unreliable financial data, fraudulent transfers or requests for transfers of money, liability for stolen assets and information (including personal information), increased cybersecurity protection and insurance costs, litigation or damage to our business relationships and reputation, in each case causing our business and results of operations to suffer.
“In addition, the Iran Threat Reduction and Syria Human Rights Act of 2012, or ITRA, expands the scope of U.S. sanctions against Iran and Syria. In particular, Section 219 of the ITRA amended the Exchange Act to require companies subject to SEC reporting obligations under Section 13 of the Exchange Act to disclose in their periodic reports specified dealings or transactions involving Iran or other individuals and entities targeted by certain sanctions promulgated by the Office of Foreign Assets Control of the U.S. …”see in full comparison
“Regulations related to AI Technologies could also impose certain obligations and costs related to monitoring and compliance. Regulators are increasing scrutiny of, and enacting or considering enacting regulations regarding, the use of AI Technologies, including the use of “big data,” diligence of data sets and oversight of data vendors. …”see in full comparison
Full comparison: every changed paragraph (405)
Risks Related to Our Lending and Investment ActivitiesInvestments
Our loans and investments expose us to risks associated with debt-orienteddebt or credit-oriented real estate investments generally.
We seek to investoriginate, primarilyacquire, inand manage senior loans and other debt instrumentsor credit-oriented investments collateralized by or relating to commercial real estate-relatedestate assets.in North America, Europe, and Australia. As such, we are subject to, among other things, risk of defaults by borrowers in paying debt service on outstanding indebtedness and to other impairments of our loans and investments. A deterioration of real estate fundamentals generally, and in North America, EuropeEurope, and Australia in particular, could negatively impact our performance by making it more difficult for borrowers of our mortgage loans, or borrower entities,borrowers to satisfy their debt payment obligations, increasing the default risk applicable to borrowerour entities,borrowers and/or making it more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions have and will continue to affect the creditworthiness and/or performance of borrowerour entitiesborrowers and/or the value of underlying real estate collateralcollateralizing or relating to our investments and may include economic and/or market fluctuations, changes in building, environmental, zoning and other laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply of and demand offor real estate products, fluctuations in real estate fundamentals, the financial resources of borrowerour entities,borrowers, energy supply shortages, various uninsured or uninsurable risks, natural disasters, pandemics or outbreaks of contagious disease, political events, terrorism and acts of war, trade tensions resulting from U.S. tariff implementation and retaliatory tariffs by other countries, changes in government regulations, changes in monetary policy, changes in real property tax rates and/or tax credits, changes in operating expenses, changes in capital expenditure costs, changes in interest rates, changes in inflation rates, changes in foreign exchange rates, changes in the availability of debt financing and/or mortgage funds that may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, changes in consumer spending, negative developments in the economy and/or adverse changes in real estate values generally and other factors that are beyond our control. Concerns about the real estate market, high interest rates, inflation, energy costs, geopolitical issues, and other global events outside of our control have contributed, and may in the future contribute, to increased volatility and diminished expectations for the economy and markets going forward, which could materially and adversely affect our business, financial condition, and results of operations.
We cannot predict the degree to which economic conditions generally, and the conditions for real estate debt investing in particular, will improve or decline. Any declines in the performance of the U.S. and global economies or in the real estate debt markets could have a material adverse effect on our business, financial condition, and results of operations.
•global trade disruption or conflict, trade tensions resulting from U.S. tariff implementation and retaliatory tariffs by other countries, other changes to trade policy in the U.S. and other jurisdictions and supply chain issues;
•global trade disruption, supply chain issues, significant introductions of trade barriers and bilateral trade frictions;
In addition, we are exposed to the risk of judicial proceedings with our borrowers and entities we invest in, including bankruptcy or other litigation, as a strategy to avoid foreclosure or enforcement of other rights by us as a lender or investor. In the event that any of the properties or entities underlying or collateralizing our loans or investments experiences or continues to experience any of the other foregoing events or occurrences, the value of, and return on, such investments could be reduced, which would adversely affect our results of operations and financial condition.
In the event that any of the properties or entities underlying or collateralizing our loans or investments experiences or continues to experience any of the other foregoing events or occurrences, the value of, and return on, such investments could be reduced, which would adversely affect our results of operations and financial condition.
Our primary interest rate exposures relate to the yield on our loans and other investments and the financing cost of our debt, as well as our interest rate swaps that we may utilize for hedging purposes. Changes in interest rates and credit spreads have affected and may in the future affect our net income from loans and other investments, which is the difference between the interest and related income we earn on our interest-earning investments and the interest and related expense we incur in financing these investments. Interest rate and credit spread fluctuations resulting in our interest and related expense exceeding interest and related income would result in operating losses for us. Changes in the level of interest rates and credit spreads also may affect our ability to make loans or investments, the value of our loans and investments and our ability to realize gains from the disposition of assets. Increases in interest rates and credit spreads have had and may in the future also have negative effects on demand for loans and could result in higher borrower default rates. InDespite lightrecent ofdecreases elevated inflation, the U.S. Federal Reserve increasedin interest rates numerous times in recent years, which increased, and could continue to increase, our borrowers’ interest payments. Although decelerating,rates, inflation remainshas remained above the U.S. Federal Reserve’s target levels.level Despite multiple federal fund rate decreases over the course of 2024,and interest rates haveremain remainedelevated. elevated,It with the U.S. Federal Reserve indicating in early 2025 an expectation of slower rate decreases moving forward. A slower‐than‐expected decrease, or a further increase, in interest rates would continue to presentpresents a challenge to real estate valuations.valuations Suchif interest rates remain elevated, or if higher inflation or other factors arelead evento moreincreases in interest rates. Higher interest rates have been particularly challenging infor the traditional office market, where more troubled assets are likely to emerge,properties, as well as other propertiesproperty types with long‐termlong-term leases that dowere entered into in a lower interest rate environment and that may not provideallow for short‐termnear-term rent increases.increases to offset increases in expenses. Interest rate increases also have had and may in the future have adverse effects on commercial real estate property values, and, for certain of our borrowers have contributed, and may continue to contribute, to loan non-performance, modifications, defaults, foreclosures, and/or property sales, which has resulted and could continue to result in us realizing losses on our investments.
The timing of loan repayment is difficult to predict and may adversely affect our financial performanceperformance, liquidity and cash flows.
Prepayment rates on loans may be affected by a number of factors including, but not limited to, the then-current level of interest rates and credit spreads, fluctuations in asset values, the availability of mortgage credit, the relative economic vitality of the area in which the related properties are located, the servicing of the loans, possible changes in tax laws, other opportunities for investment, and other economic, social, geographic, demographic and legal and other factors beyond our control. Consequently, such prepayment rates can vary significantly from period-to-periodperiod to period and cannot be predicted with certainty. No strategy can completely insulate us from prepayment or other such risks and faster or slower prepayments may adversely affect our profitability and cash available for distribution to our stockholders.
As our loans and investments are repaid, we will haveseek to redeploy the proceeds we receive into new loans and investments (which can include future fundings associated with our existing loans), repayor other alternative uses of capital, such as repaying borrowings under our credit facilities, pay dividends to our stockholders or repurchaserepurchasing outstanding shares of our class A common stock. It is possible that we will fail to identify reinvestment options that would provide returns or a risk profile that is comparable to the asset that was repaid. If we fail to redeploy the proceeds we receive from repayment of a loan in equivalent or better alternatives, our financial performance and returns to investors could suffer.
We operate in a competitive market for lending and investment opportunities, which may intensify. Our profitability depends, in large part, on our ability to originate or acquire our investments on attractive terms. In originating or acquiring our investments, we compete for opportunities with a variety of institutional lenders and investors, including other REITs, specialty finance companies, public and private funds, commercial and investment banks, commercial finance and insurance companies and other financial institutions (including Blackstone-advised investment vehicles managed by affiliates of Blackstone). Some of our competitors have raised, and may in the future raise, significant amounts of capital, and may have investment objectives that overlap with ours, which may create additional competition for lending and investment opportunities. Some competitors may have a lower cost of funds and access to funding sources that are not available to us, such as the U.S. government. Many of our competitors are not subject to the operating constraints associated with REIT tax compliance or maintenance of an exclusion from regulation under the Investment Company Act. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us.
government. Many of our competitors are not subject to the operating constraints associated with REIT tax compliance or maintenance of an exclusion from regulation under the Investment Company Act. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us.
Our Manager manages our portfolio pursuant to very broad investment guidelines and is not required to seek the approval of our board of directors for each investment, financing, asset allocation or hedging decision made by it, which may result in our making riskier loans and investments and which could adversely affect our results of operations and financial condition.
Our Manager is authorized to follow very broad investment guidelines that provide it with broad discretion over investment, financing, asset allocation and hedging decisions. Our board of directors will periodically review our investment guidelines and our loan and investment portfolio but will not, and will not be required to, review and approve in advance all of our proposed loans and investments or our financing, asset allocation or hedging decisions. In addition, in conducting periodic reviews, our directors rely primarily on information provided to them by our Manager or its affiliates.
Subject to maintaining our REIT qualification and our exclusion from regulation under the Investment Company Act, our Manager has significant latitude within the broad investment guidelines in determining the types of loans and investments it makes for us, and how such loans and investments are financed or hedged, which could result in investment returns that are substantially below expectations or that result in losses, which could adversely affect our results of operations and financial condition, or may otherwise not be in our best interests.
Acquiring or attempting to acquire multiple investments in a single transaction may adversely affect our operations.
We have in the past and may in the future acquire multiple investments in a single transaction. To the extent we share the acquisition of large portfolios of investments with other Blackstone-advised investment vehicles through joint ventures or otherwise, there may be conflicts of interest, including as to the allocation of investments within the portfolio and the prices attributable to such investments. See “—Risks Related to Conflicts of Interest —We are subject to various risks arising out of Blackstone’s allocation of investment opportunities among us and Other Blackstone Accounts, including that certain Other Blackstone Accounts have similar or overlapping investment objectives and strategies, and as a result we will not be allocated certain opportunities and may be allocated opportunities with lower relative returns.” Portfolio acquisitions, such as loan pools or multiple properties, are typically more complex and expensive than single-investment acquisitions, and the risk that a multiple-investment acquisition does not close may be greater than in a single-investment acquisition. Portfolio acquisitions have also resulted and may also in the future result in us owning smaller investments related to different types of assets in more geographically dispersed markets than the investments we have made historically, placing additional operational and asset management demands on our Manager. See “—Risks Related to Our Relationship with Our Manager and its Affiliates —We depend on our Manager and its affiliates to develop appropriate systems and procedures to control operational risk.” In addition, to the extent the seller requires that a group of investments be purchased as a package and/or also include certain additional investments we may purchase or investments we may not otherwise have purchased. In these situations, if we are unable to identify another person or entity to acquire any unwanted investments, or if the seller imposes a lock-out period or other restriction on a subsequent sale, we may be required to asset manage such investments or attempt to dispose of such investments (if not subject to a lock-out period). It may also be difficult for our Manager to fully analyze each investment in a large portfolio, increasing the risk that investments do not perform as anticipated. We also may be required to accumulate a large amount of cash to fund such acquisitions. We would expect the returns that we earn on such cash balances to be less than the returns on investments. Therefore, acquiring multiple investments in a single transaction may reduce the overall return on our portfolio.
The illiquidity of certain assets we invest in may make it difficult for us to sell such investments, if needed. Certain assets such as mortgages, B-Notes, mezzanine and other loans (including loan participations) and preferred equity, in particular, are relatively illiquid investments due to their short tenor, are potentially unsuitable for securitization and have a greater difficulty of recovery in the event of a borrower’s default. We are also required to hold certain risk retention interests in certain of our securitization transactions. In addition, certain of our investments may become less liquid after our investment as a result of periods of delinquencies or defaults or turbulent market conditions, including due to current market conditions and exacerbated market volatility, which may make it more difficult for us to dispose of such assets at advantageous times or in a timely manner. Moreover, many of the loans and securities we have invested and may invest in are not registered under the relevant securities laws, resulting in limitations or prohibitions against their transfer, sale, pledge or their disposition. As a result, many of our investments are illiquid, and if we are required to liquidate all or a portion of our portfolio quickly, for example as a result of margin calls, we may realize significantly less than the value at which we have previously recorded our investments. See “—We may foreclose on certain of the loans we originate or acquire, which could result in losses that harm our results of operations and financial condition,” and “—As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.”
Further, we may face other restrictions on our ability to liquidate an investment to the extent that we or our Manager (and/ or its affiliates) has or could be attributed as having material, nonpublic information regarding the borrower entity.borrower. As a result, our ability to vary our portfolio in response to changes in economic and other conditions may be limited, which could adversely affect our results of operations and financial condition.
Our loans and investments focus primarily on “performing” real estate-related interests. Certain of our loans and investments may also include making distressed investments from time to time (e.g., investments in defaulted, out-of-favor or distressed loans and debt securities) and we have made and may in the future make investments that become “sub-performing” or “non-performing” following our origination or acquisition thereof. Certain of our investments have involved and may in the future involve properties that are highly leveraged, with significant burdens on cash flow and, therefore, involve a high degree of risk. During an economic downturn or recession, loans or securities of financially or operationally troubled borrowers or issuers are more likely to go into default than loans or securities of other borrowers or issuers. Loans or securities of financially or operationally troubled issuers are less liquid and more volatile than loans or securities of borrowers or issuers not experiencing such difficulties. The market prices of such securities are subject to erratic and abrupt market movements and the spread between bid and ask prices may be greater than normally expected. Investment in the loans or securities of financially or operationally troubled borrowers or issuers involves a high degree of credit and market risk.
Investment in the loans or securities of financially or operationally troubled borrowers or issuers involves a high degree of credit and market risk.
The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications and/ or restructurings.
In certain cases (e.g., in connection with a workout, restructuring and/or foreclosure proceedings involving one or more of our investments), the success of our investment strategy has depended and will continue to depend, in part, on our ability to effectuate loan modifications and/or restructurings with our borrowers. The activity of identifying and implementing successful modifications and restructurings entails a high degree of uncertainty, including macroeconomic and borrower-specific factors beyond our control that impact our borrowers and their operations. There can be no assurance that any of the loan modifications and restructurings we have effected will be successful or that (i) we will be able to identify and implement successful modifications and/or restructurings with respect to any other distressed loans or investments we may have from time to time, or (ii) we will have sufficient resources to implement such modifications and/or restructurings in times of widespread market challenges. Further, such loan modifications and/or restructurings have entailed and may in the future entail, among other things, a substantial reduction in the interest rate and/or a substantial write-off of the principal of such loan, debt securities or other interests. Moreover, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such real estate loan, debt securities or other interests, replacement “takeout” financing will not be available. Additionally, such loan modifications have resulted and may in the future result in our becomingconsolidating the owner of underlying the real estate.estate as an owned real estate asset if we assume legal title, physical possession, or control of the collateral underlying a loan through a foreclosure, a deed-in-lieu of foreclosure transaction, or a loan modification in which we receive an equity interest in and/or control over decision-making at the property. See “–—We may foreclose on certain of the loans we originate or acquire, which could result in losses that harm our results of operations and financial condition,” and “–—As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.”
Financial or operating difficulties faced by our borrowers, such as those described in this report, may never be overcome and have caused and may in the future cause borrowers to become subject to federal bankruptcy or other similar insolvency proceedings. A borrower may be involved in restructurings, insolvency proceedings or reorganizations under the U.S.
Bankruptcy Code and the laws and regulations of one or more jurisdictions that may or may not be similar to the U.S.
Financial or operating difficulties faced by our borrowers, such as those described in other risk factors, may never be overcome and have caused and may in the future cause borrowers to become subject to federal bankruptcy or other similar insolvency proceedings. A borrower may be involved in restructurings, insolvency proceedings or reorganizations under the U.S. Bankruptcy Code and the laws and regulations of one or more jurisdictions that may or may not be similar to the U.S. Bankruptcy Code, which may adversely affect the rights or priority of our loans. There is a possibility that we may incur substantial or total losses on our investments and, in certain circumstances, become subject to certain additional potential liabilities that may exceed the value of our original investment therein. For example, under certain circumstances, a lender may have its claims subordinated or disallowed or, if it has inappropriately exercised control over the management and policies of a debtor, may be found liable for damages suffered by parties as a result of such actions. In any insolvency proceeding relating to any of our investments, we may lose our entire investment, may be required to accept cash, securities or other property with a value less than our original investment and/or may be required to accept different terms, including changes to interest rates and payment over an extended period of time. In addition, under certain circumstances, we may be forced to repay payments previously made to us by a borrower if such payments are later determined to have been a fraudulent conveyance, preferential payment, or similar avoidable transaction under applicable laws. Furthermore, bankruptcy laws and similar laws applicable to insolvency proceedings may delay our ability to realize value from collateral for our loan positions and prevent us from foreclosing upon loans and taking title to the property securing such loans. If, through an insolvency proceeding, we do ultimately take title to the property securing a loan, we would take ownership of such property subject to the potential rights of tenants to remain in possession for the duration of their respective leases, which may substantially reduce the value of such property.
We have in the past and may in the future find it necessary or desirable to foreclose on certain of the loans we originate or acquire, and the foreclosure process may be lengthy and expensive. When we foreclose on an asset, we take title to the property securing that asset, and then own and operate such property as “an owned real estate owned.”asset. Owning and operating real property involves risks that are different (and in many ways more significant) than the risks faced in owning a loan secured by that property. The costs associated with operating and redeveloping a property, including any operating shortfalls and significant capital expenditures, could materially and adversely affect our results of operations, financial conditions and liquidity. In addition, we may end up owning a property that we would not otherwise have decided to acquire directly at the price of our original investment or at all, and the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us.
Whether or not we have participated in the negotiation of the terms of any such loans, there can be no assurance as to the adequacy of the protection of the terms of the applicable loan, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, claims may be asserted by lenders or borrowers that might interfere with enforcement of our rights. Borrowers may resist foreclosure actions by asserting numerous claims, counterclaims and defenses against us, including, without limitation, lender liability claims and defenses, even when the assertions may have no basis in fact, in an effort to prolong the foreclosure action and seek to force the lender into a modification of the loan or a favorable buy-out of the borrower’s position in the loan. Foreclosure actions in some U.S. states can take several years or more to litigate and may also be time consuming and expensive to complete in other U.S. states and foreign jurisdictions in which we do business. At any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and further delaying or even preventing the foreclosure process, and could potentially result in a reduction or discharge of a borrower’s debt. Foreclosure may create a negative public perception of the related property, resulting in a diminution of its value. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the foreclosure of the loan or a liquidation of the underlying property will further reduce the net sale proceeds and, therefore, increase any such losses to us.
Foreclosure actions in some U.S. states can take several years or more to litigate and may also be time consuming and expensive to complete in other U.S. states and foreign jurisdictions in which we do business. At any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy, which would have the effect of staying the foreclosure actions and further delaying or even preventing the foreclosure process, and could potentially result in a reduction or discharge of a borrower’s debt. Foreclosure may create a negative public perception of the related property, resulting in a diminution of its value. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the foreclosure of the loan or a liquidation of the underlying property will further reduce the net sale proceeds and, therefore, increase any such losses to us.
As an owner of real estate, weWe are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.
As of December 31, 2025, we had 12 owned real estate assets with an aggregate carrying value of $1.3 billion. We may in the future acquire or otherwise consolidate additional owned real estate assets. We also indirectly own real estate through our Net Lease Joint Venture and may become the owner and/or operator of additional real estate through future investments.
We are therefore subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. Such investments are subject to the potential for deterioration of real estate fundamentals and the risk of adverse changes in local market and economic conditions, which may include changes in supply of and demand for competing properties in an area, changes in interest rates and related increases in borrowing costs, fluctuations in the average occupancy and room rates for hotel properties, changes in demand for commercial office properties (including as a result of an increased prevalence of remote work), changes in the financial resources of tenants, defaults by borrowers or tenants and the lack of availability of mortgage funds,financing, which may render the sale or refinancing of properties difficult or impracticable. Such investments are also subject to additional risks specific to the type of property. For example, with respect to our hospitality owned real estate assets, the hospitality or leisure business is seasonal, highly competitive and influenced by additional factors such as general and local economic conditions, fluctuations in average occupancy and room rates, quality, service levels, reputation and reservation systems, among many other factors. As a result of such seasonality, there has been and will likely continue to be quarterly fluctuations in results of operations of our owned real estate assets. In addition, investments in real estate and real estate-related businesses and assets may be subject to the risk of environmental liabilities, contingent liabilities upon disposition of assets, casualty or condemnations losses, energy supply shortages, natural disasters, climate-related risks (including transition risks and acute and chronic physical risks), acts of God, terrorist attacks, war, pandemics or other public health events (such as COVID-19), and other events that are beyond our control, and various uninsured or uninsurable risks. Because landlord claims for future rent are capped under the U.S. Bankruptcy Code, tenants in our properties may be incentivized to enter bankruptcy proceedings for the purpose of rejecting leases at our properties and reducing liability thereunder.
Further, we rely on other parties (including portfolio companies owned by Blackstone-advised investment vehicles and other affiliates of our Manager) to operate, manage and provide services to our owned real estate assets and other assets.
Such parties have significant decision-making authority with respect to the applicable assets, and our ability to direct and control how those assets are managed and operated on a day-to-day basis may be limited. Thus, the success of our business may depend on the ability and performance of these other parties. Any adversity experienced by, or problems in our relationship with these other parties could adversely impact the operation and profitability of our assets. Moreover, there may be conflicts of interest with respect to services provided by portfolio companies owned by Blackstone-advised investment vehicles and other affiliates of our Manager. See “—Risks Related to Conflicts of Interest —Blackstone, Other Blackstone Accounts, Portfolio Entities, and personnel and related parties of the foregoing will benefit from the fees and compensation, including performance-based and other incentive fees, which could be substantial, for products and services provided to us.”
Further, certain of our owned real estate assets are also assets of one or more of the non-recourse securitizations we use to finance our loans and investments, which may further limit our ability to take certain actions with respect the management, operations and potential sales of such assets. See “—Risks Related to Financing and Hedging —We have utilized and may continue to utilize in the future non-recourse securitizations to finance our loans and investments, which may expose us to risks that could result in losses” for further information regarding such securitizations.
While ASC 326 does not require any particular method for determining CECL reserves, it does specify the reserves should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan. Because our methodology for determining the CECL reserves may differ from the methodologies employed by other companies, our CECL reserves may not be comparable with the CECL reserves reported by other companies. In addition, other than a few narrow exceptions, ASC 326 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the GAAP principal underlying the CECL model that all loans, debt securities, and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors. For example, during the year ended December 31, 2024, we recorded an aggregate $157.0 million increase in our CECL reserves related to loans receivable and unfunded loan commitments, bringing our total CECL reserves to $746.5 million as of December 31, 2024. These CECL reserves reflect certain impaired loans in our portfolio, as well as changes in our CECL reserves due to changes in the composition of our portfolio and macroeconomic conditions. We may be required to record further increases to our CECL reserves in the future, depending on the performance of our portfolio and broader market conditions, and there may be volatility in the level of our CECL reserves. In particular, our loans secured by office buildings have experienced higher levels of CECL reserves and may continue to do so if market conditions relevant to office buildings do not improve. A substantial portion of our loans are secured by office space and similar commercial real estate. This sector has over the past few years been negatively affected by certain macroeconomic factors, such as an increased prevalence of remote work. Any such reserve increases are difficult to predict, but are expected to be primarily the result of incremental loan impairments resulting from changes in the specific credit quality factors of such loans and to be concentrated in our loans receivable with a risk rating of “4” as of December 31, 2024.2025. In addition, there can be no assurance that any loan modification or restructuring will not result in a substantial write-off of the principal of such loan, debt securities or other interests. If we are required to materially increase our CECL reserves for any reason, such increase could adversely affect our business, financial condition, and results of operations.
Certain of our investments are recorded at fair value and, as a result, there will be uncertainty as to the value of these investments.
Our investments in unconsolidated entities and investments we may make in the form of positions or securities that are not publicly traded are or will be recorded at estimated fair value. The fair value of these investments may not be readily determinable. We will value these investments quarterly at fair value, which may include unobservable inputs. Because such valuations are subjective, the fair value of certain of our assets may fluctuate over short periods of time and our determinations of fair value may differ materially from the values that we ultimately realize upon their disposal. Our results of operations and financial condition could be adversely affected if our determinations regarding the fair value of these investments were materially higher than the values that we ultimately realize upon their disposal.
Therefore, we may not be able to exercise control over all aspects of our loans or investments. Such financial assets may involve risks not present in investments where senior creditors, junior creditors, servicers, third-party controlling investors or Blackstone-advised investment vehicles are not involved. Our rights to control the process following a borrower default may be subject to the rights of senior or junior creditorscreditors, holders of senior securities issued in our non-recourse securitizations or servicers whose interests may not be aligned with ours. A partner or co-venturer may have financial difficulties resulting in a negative impact on such asset, may have economic or business interests or goals that are inconsistent with ours, or may be in a position to take action contrary to our investment objectives. In addition, we will generally pay all or a portion of the expenses relating to our joint ventures and we may, in certain circumstances, be liable for the actions of our partners or co-venturers.
As the terms of such loans and investments are subject to contractual relationships among lenders, co-lending agents and others, they can vary significantly in their structural characteristics and other risks. For example, the rights of holders of B-NotesB- Notes to control the process following a borrower default may vary from transaction to transaction.
We have originated and expect to continue to originate loans with the intention of syndicating all or a portion of the loan at or following origination, but there can be no assurance that any intended syndication will be completed on favorable terms or at all.
•certain economic and political risks, including potential exchange control regulations and restrictions on our non-U.S.non- U.S. investments and repatriation of profits from investments or of capital invested, the risks of political, economic or social instability, the possibility of expropriation or confiscatory taxation and adverse economic and political developments; and
We believe the risks associated with our business will be more severe during periods of economic slowdown or recessionrecession, particularly if these periods are accompanied by declining real estate values. Declining real estate valuesvalues, whether occurring during a period of economic slowdown or recession or otherwise, will likely reduce the level of new mortgage and other real estate-related loan originations since borrowers often use appreciation in the value of their existing properties to support the purchase of or investment in additional properties. Borrowers may also be less able to pay principal and interest on our loans if the value of real estate weakens. Further, declining real estate values significantly increase the likelihood that we will incur losses on our loans in the event of default because the value of our collateral may be insufficient to cover its cost on the loan. Any sustained period of increased payment delinquencies, foreclosures or losses could adversely affect our ability to invest in, sell, and securitize loans, which would materially and adversely affect our results of operations, financial condition, liquidity and business and our ability to pay dividends to stockholders.
Market disruptions in a single country could cause a worsening of conditions on a regional and even global level, and economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions and markets. For example, concerns about the fiscal stability and growth prospects of certain European countries in the last economic downturn had a negative impact on most economies of the Eurozone and global markets. In addition, Russia’sOngoing invasion of Ukraine and, more recently, conflict and rising tensionswars in the Middle East and Ukraine have disrupteddisrupted, and may continue to disrupt, energy prices and the movement of goods in Europe and the Middle East, which has resulted, and may continue to result, in rising energy costs and inflation more generally. The occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of countries throughout a region, or even globally.
The occurrence of similar crises in the future could cause increased volatility in the economies and financial markets of countries throughout a region, or even globally.
Additionally, global trade disruption,disruption significantor introductions ofconflict, trade barrierstensions resulting from U.S. tariff implementation and bilateral trade frictions, including due toretaliatory tariffs andby other countries, other changes to trade policy in the U.S. and other jurisdictionsjurisdictions, as well as war or other hostilities, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance.
Long-term macroeconomic effects from a severe public health event, pandemic or epidemic, including from supply and labor shortages, workforce reductions in response to challenging economic conditions, or shifts in demand for real estate have had and could in the future have an adverse impact on our portfolio,investments, whichincluding includesinvestments loans collateralized byin office, hotel, and other asset classes that are particularly negatively impacted by such supply and labor issues. The impact of such long-term effects may disproportionally affect certain asset classes and geographic areas. For example, many businesses permit employees to work from home and make use of flexible work schedules, open workplaces, videoconferences and teleconferences, which have had and could continue to have a longer-term impact on the demand for both office space and hotel rooms for business travel, which could adversely affect our investments in assets secured by office or hotel properties. While we believe the principal amount of our loans are generally adequately protected by underlying property value, there can be no assurance that we will realize the entire principal amount of certain investments. For more information on the concentration of credit risk in our loan portfolio property type and geographic region, see Note 3 to our consolidated financial statements.
We hold assets denominated in various foreign currencies, including, without limitation, British Pounds Sterling, Euros, and other currencies, which exposes us to foreign currency risk. As a result, a change in foreign currency exchange rates may have an adverse impact on the valuation of our assets, as well as our income and cash flows. While we have not experienced any material adverse impacts during the year ended December 31, 20242025 due to our use of derivative instruments, there can be no assurance that we will continue to utilize such measures or that such measures will be successful. Any changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of our REIT tests and may affect the amounts available for payment of dividends on our class A common stock.
The valuation of real estate and therefore the valuation of anyunderlying collateralreal underlyingestate collateralizing or relating to our loansinvestments is inherently subjective due to, among other factors, the individual nature of each property, its location, the expected future rental revenues from that particular property and the valuation methodology adopted. Appraisals we obtain from third-party appraisers may be overstated or market values may decline, which could result in inadequate collateral for loans we make. In addition, where we invest in transitional or construction loans, initial valuations will assume completion of the business plan or project. As a result, the valuations of the real estate assets against which we will make or acquire loans are subject to a large degree of uncertainty and are made on the basis of assumptions and methodologies that may not prove to be accurate, particularly in periods of volatility, low transaction flow or restricted debt availability in the commercial or residential real estate markets. Regardless of whether an appraisal is accurate at the time it is completed, all valuations are subject to change, especially during periods of market volatility or reduced demand for real estate, which may make it difficult to ensure loans are collateralized as expected across the life of the loan. See “–—Loans on properties in transition will involve a greater risk of loss than conventional mortgage loans” and “–—There are increased risks involved with our construction lending activities.”
The valuation of assets or loans we hold may not reflect the price at which the asset or loan is ultimately sold in the market, and the difference between that valuation and the ultimate sales price could be material. Valuation methodologies are subject to change from time to time.
Before making investments, we conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances relevant to each potential investment. When conducting due diligence, we may be required to evaluate important and complex issues, including but not limited to those related to business, financial, tax, accounting, environmental, sustainability, legal, and regulatory and macroeconomic trends. With respect to sustainability, the nature and scope of our diligence will vary based on the investment, but may include a review of, among other things: energy management, air and water pollution, land contamination, human capital management, human rights, employee health and safety, accounting standards and bribery and corruption. Outside consultants, legal advisors, accountants and investment banks may be involved in the due diligence process in varying degrees depending on the type of potential investment. The due diligence investigation with respect to any investment opportunity may not reveal or highlight all relevant facts (including fraud) or risks that may be necessary or helpful in evaluating such investment opportunity,opportunity. andIn addition, we may not identify or foresee future developments that could have a material adverse effect on an investment.
Moreover, our investment analyses and decisions may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to us at the time of making an investment decision may be limited, and we may not have access to detailed information regarding such investment. Further, some matters covered by our diligence, such as sustainability, are continuously evolving and we may not accurately or fully anticipate such evolution.
There has been increasing awareness of and concern aboutof severe weather, other climate events outside of the historical norm and other effects of climate change. Transition risks,risks suchassociated aswith climate change include higher energy costs, higher costs of supply chain services, increased frequency of supply chain disruptions and new or more stringent environmental regulations. For example, government restrictions, standards or regulations intended to reduce greenhouse gas (GHG) emissions and potential climate change impacts, are emerging and may increase in the future in the form of restrictions or additional requirements on the development of commercial real estate.estate (e.g., “green” building codes or other standards on water and energy usage and efficiency). Such restrictions and requirements, along with rising insurance premiums resulting from climate change, could increase our costs or require additional technology and capital investment by ourproperty borrowers,owners, which could adversely affect our results of operations. This is a particular concern in the western and northeastern United States, where some of the most extensive and stringent environmentalenvironmental, health and safety laws and building construction standards in the U.S. have been enacted, and where we have properties securing our investment portfolio. In addition, new climate change-related regulations may result in enhanced disclosure obligations, which could materially increase our regulatory burden and compliance costs. See “-We—We are subject to evolving sustainability disclosure standards and expectations that expose us to numerous risks.”
Further, physical effects of climate change including changes in global weather patterns, rising sea levels, changing temperature averages or extremes and extreme weather events such as wildfires, hurricanes, droughts or floods, can also have an adverse impact on certain properties. AsTo the extent the effects of climate change increase, we would expect the frequency and impact of weather and climate-related events and conditions to increase as well. For example, unseasonal or extreme weather events can have a material impact toon hospitality businesses or properties resulting in increased costs to remedy or repair impacts or from investments made in advance of such events to minimize potential damage. Additionally, there may be actual or threatened damage related to actual or forecasted extreme weather events that could increase the cost of, or render unavailable, insurance on favorable terms on the properties underlying our investments. Repair, remediation or insurance expenses could reduce net operating income of properties and the value of our investment related to such properties.
In recent years, there has been heightened focus from advocacy groups, government agenciesagencies, investors and theother general public have raised concernsstakeholders regarding ESG, or sustainability,sustainability matters and increasingly regulators, customers, investors, employees and other stakeholders are focusing on sustainability matters and related disclosures. Such governmental, investor and societal attention to sustainability matters, including expandingcertain expanded mandatory and voluntary reporting,reporting requirements, diligence, and disclosure on topics such as climate change, human capital management, labor and risk oversight, could expand the nature, scope, and complexity of matters that we are required to manage, assess and report.
We may also communicate certain initiatives regarding environmental, human capital management, and other sustainability-related matters in our SEC filings or in other disclosures. These initiatives could be difficult and expensive to implement, the personnel, processes and technologies needed to implement them may not be cost effective and may not advance at a sufficient pace, and we may not be able to accomplish them within the timelines we announce or at all. We could, for example, determine that it is not feasible or practical to implement or complete certain of such initiatives based on cost, timing or other considerations. Furthermore, we could be criticized for the accuracy, adequacy or completeness of the disclosure related to our sustainability-related policies, practices and initiatives (and progress on those initiatives), which disclosure may be based on frameworks and standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. In addition, we could be criticized for the scope or nature of such initiatives, or for any revisions to these initiatives. Further, as part of our sustainability practices, we rely from time to time on third-party data, services and methodologies and such services, data and methodologies could prove to be incomplete or inaccurate. If our or such third parties’ sustainability-related data, processes or reporting are incomplete or inaccurate, or if we fail to achieve progress on a timely basis, or at all, we may be subject to enforcement action and our reputation could be adversely affected, particularly if in connection with such matters we were to be accused of inaccurate or misleading statements regarding ESG or sustainability-related matters, either because we overstate (often referred to as "greenwashing") or understate the extent to which we are engaging in sustainability-related practices.
InvestorsCertain investors and other stakeholders have become more focused on understanding how companies address a variety of sustainability factors. As they evaluate investment decisions, manythese investors look not only at company disclosures but also to sustainability rating systems that have been developed by third parties to allow sustainability comparisons among companies. The criteria used in these ratings systems may conflict and change frequently, and we cannot predict how these third parties will score us, nor can we have any assurance that they score us accurately or other companies accurately or that other companies have provided them with accurate data. If our sustainability ratings, disclosures or practices do not meet the standards set by such investors or our stockholders, they may choose not to invest in our class A common stock. Relatedly, we risk damage to our reputation, based on perceptions of, or reactions to, our actions in a number of areas, such as greenhouse gas emissions, energy management, human rights, community relations, workforce health and safety, and business ethics and transparency. Adverse incidents with respect to sustainability matters or negative sustainability ratings or assessments by third-party sustainability raters could impact the value of our brand, or the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations.
Relatedly, we risk damage to our reputation, based on perceptions of, or reactions to, our actions in a number of areas, such as greenhouse gas emissions, energy management, human rights, community relations, workforce health and safety, and business ethics and transparency. Adverse incidents with respect to sustainability matters or negative sustainability ratings or assessments by third-party sustainability raters could impact the value of our brand, or the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “RESULTS OF OPERATIONS”
New heading “Item 1A, “Risk Factors” in this Annual Report on Form 10-K.”
New heading “II. Investments”
New heading “Loan Originations”
New heading “Loan Portfolio Activity”
New heading “Core+ Real Estate Debt Fund”
New heading “Loan Portfolio Financings”
New heading “Income (loss) from unconsolidated entities”
New heading “Income from unconsolidated entities”
Removed heading “Portfolio Overview”
Removed heading “Multifamily Joint Venture”
Removed heading “Secured Credit Facilities”
Removed heading “Securitizations”
Removed heading “Asset-Specific Debt”
Removed heading “Income from loans and other investments, net”
Removed heading “Revenue from real estate owned”
Removed heading “Gain on extinguishment of debt”
Removed heading “Income tax provision”
Removed heading “Income from loans and other investments, net”
Removed heading “Revenue from real estate owned”
Removed heading “Gain on extinguishment of debt”
Removed heading “Income tax provision”
Removed heading “Adjusted Debt-to-Equity Ratio and Adjusted Total Leverage Ratio”
Removed heading “Real Estate Owned”
Removed heading “VII. REO Asset Details”
Largest changes
“During the year ended December 31, 2024, we recorded a $538.8 million increase in our CECL reserves, as compared to a $249.8 million increase during the year ended December 31, 2023. These incremental CECL reserves primarily reflect a $163.0 million increase in the specific reserves related to certain impaired loans in our portfolio, most of which were secured by office buildings. The office sector is generally facing reduced tenant and capital markets demand in recent years. …”see in full comparison
Income from loans and other investments, net decreasedsee in full comparison$6.8$15.0 million during the three months ended December 31,20242025 compared to the three months ended September 30,2024.2025. The decrease was primarilyduedriventoby (i) a $677.5 million decrease in the weighted-average principal balance of our loan portfolioby $1.6 billionduring the three months ended December 31,2024,2025ascomparedwellto the three months ended September 30, 2025, and (ii) a $3.8 million decrease as adeclineresult of the receipt of unaccrued default interest upon repayment of a loan that was previously ininterestmaturityincomedefaultrelated to two additional loans accounted for underduring thecost-recoverythreemethodmonthseffectiveended September 30,2024.2025. This was offset by a decrease in the weighted-average principal balance of our outstanding financing arrangements by$1.1$154.3billionmillionforduring the three months ended December 31,2024 compared to the three months ended September 30, 2024.2025.
“As of December 31, 2025, 99% of our loans, based on net loan exposure, were performing with risk ratings of “1” through “4,” and the remaining 1% were impaired with a risk rating of “5.” As of December 31, 2025, one of our performing loans with an amortized cost basis of $98.3 million was in technical default as a result of the non-payment of an extension fee.”see in full comparison
“During the year ended December 31, 2025, we recorded a net decrease of $449.5 million in the CECL reserves against our loans receivable portfolio, primarily driven by a $493.3 million decrease in our asset-specific CECL reserve. …”see in full comparison
“Adjusted Debt-to-Equity Ratio and Adjusted Total Leverage Ratio”see in full comparison
Full comparison: every changed paragraph (263)
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K. In addition to historical data, this discussion and analysis contains forward lookingforward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results or outcomes may differ materially from those in this discussion and analysis as a result of various factors, including but not limited to those discussed in Part, 1. Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
Item 1A, “Risk Factors” in this Annual Report on Form 10-K.
Blackstone Mortgage Trust is a real estate finance company that originates, acquires, and manages senior loans and other debt or credit-oriented investments collateralized by or relating to commercial real estate in North America, Europe, and Australia. Our portfolio is composed primarily of senior loans secured by high-quality, institutional assets located in major markets, and sponsored by experienced, well-capitalized real estate investment owners and operators. We finance our investments in a variety of ways, including borrowing under oursecured credit facilities, issuing collateralized loan obligations, or CLOs, orother single-assetsecuritization securitizations, asset-specific financings,transactions, syndicating senior loanloans and/or participations, and corporateother forms of asset-level financing, depending on our view of the most prudent financing option available for each of our investments. We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.”
We benefit from the deep knowledge, experience and information advantages of our Manager, which is a part of Blackstone’sBlackstone realReal estateEstate. platform.Blackstone Blackstone’sReal realEstate estatewas groupfounded in 1991 and is the world’s largest owner of commercial real estateestate, with $319.3 billion of investor capital under management as of December 31, 2025. Blackstone Real Estate operates as one globally integrated business with over787 12,500real commercialestate assetsprofessionals globally as of December 31, 2025 and ainvestments provenin trackNorth recordAmerica, Europe, Asia and Latin America. In the United States, Blackstone Real Estate is one of successfullythe navigatinglargest marketowners cyclesof rental housing, industrial, office, hospitality and emergingretail stronger through periods of volatility.assets. The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and we believe it gives us the tools to expertly manage the assets in our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.
•GAAP net lossincome of $204.1$109.6 million, or $1.17$0.64 per share, Distributable Earnings werewas a loss of $5.5$245.3 million, or $0.03$1.43 per share, and Distributable Earnings prior to charge-offs of CECL reserves was $372.8$317.6 million, or $2.15$1.86 per share, with dividends declared of $377.8$320.6 million, or $2.18$1.88 per share.
•Book value per share of $21.87$20.75 as of December 31, 2024,2025, which is net of cumulative CECL reserves of $4.31$1.76 per share and accumulated depreciation and amortization of owned real estate assets of $0.47 per share.
LoanInvestment portfolio:
•Investment Portfolio of $20.0 billion as of December 31, 2025, which consisted of (i) our Loan Portfolio of $17.8 billion, which represents net book value less total loans receivable CECL reserves, (ii) our $589.7 million share of the carrying value of loans held by the Bank Loan Portfolio Joint Venture, (iii) our $321.1 million share of the fair value of assets held by the Net Lease Joint Venture, and (iv) the aggregate carrying value of our owned real estate assets of $1.3 billion.
•Loan originations or acquisitions of $431.9 million.
•Loan Portfolio of 130131 loans as of December 31, 2024,2025, with a weighted-average origination loan-to-value ratio of 62.6%64.9% and weighted-average all-in yield of + 3.76%,3.39%, excluding impaired, cost-recovery, and non-accrual loans.
•Closed $5.7 billion of loan originations or acquisitions.
•DuringRealized the year we realized $5.2$6.1 billion of loan repayments and sales, including $2.0$2.3 billion of office loans.
•Resolved $1.6$2.3 billion of impaired loans across 1612 transactions during the year. Generated $34.5$32.7 million of incremental book value as aggregate charge-offs ofwere within CECL reserves outperformed reserve levels.
•Acquired or otherwise consolidated five additional owned real estate assets with an aggregate acquisition date fair value of $654.3 million. Held 12 owned real estate assets with an aggregate carrying value of $1.3 billion as of
•Invested $104.3 million into the Net Lease Joint Venture to acquire 178 triple net lease assets at an aggregate price of $316.4 million, at share.
•Invested $102.8 million into our Bank Loan Portfolio Joint Venture to acquire two portfolios of performing commercial mortgage loans, with an aggregate principal balance of $719.4 million, at share.
•Refinanced an aggregate $2.2 billion of our corporate debt, reducing cost under our term loan facilities by 0.70% while extending the weighted-average maturity by 1.6 years.
•Lowered the weighted-average credit spread on our $10.1 billion of secured debt to +1.83% over respective benchmark rates as of December 31, 2025, relative to +1.92% as of December 31, 2024.
•Issued a $1.0 billion commercial real estate CLO securitization, further diversifying our balance sheet with a non-mark-to-market, non-recourse financing structure.
•Repurchased $109.4 million of common stock, generating $0.13 of book value per share accretion. Authorized an incremental increase to our share repurchase program in October to repurchase up to $150.0 million of common stock.
•Debt-to-equity ratio of 3.5x as of December 31, 2024, down from 3.7x as of December 31, 2023.
•Borrowed an additional $650.0 million under our senior term loan facilities with an interest rate of SOFR plus 3.75% and maturity in 2028, and issued $450.0 million aggregate principal amount of senior secured notes due 2029, repaying $1.0 billion of term loans with a 2026 maturity.
•Repurchased $66.9 million of aggregate corporate debt principal at a discount, generating total gain of $5.4 million, and $29.2 million of common stock, generating $0.07 of incremental book value accretion per share.
As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Distributable Earnings, Distributable Earnings prior to charge-offs, and book value per share. For the three months ended December 31, 2024, we recorded basic net earnings per share of $0.21, declared a dividend of $0.47 per share, reported $(1.25) per share of Distributable Earnings, and reported $0.44 per share of Distributable Earnings prior to charge-offs. In addition, our book value as of December 31, 2024 was $21.87 per share, which is net of cumulative CECL reserves of $4.31 per share.
For the three months ended December 31, 2025, we recorded basic net earnings per share of $0.24, declared a dividend of $0.47 per share, reported $(2.07) per share of Distributable Earnings, and reported $0.51 per share of Distributable Earnings prior to charge-offs. In addition, our book value as of December 31, 2025 was $20.75 per share, which is net of cumulative CECL reserves of $1.76 per share and accumulated depreciation and amortization of owned real estate assets of $0.47 per share.
As further described below, Distributable Earnings and Distributable Earnings prior to charge-offs are measures that are not prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. Distributable Earnings and Distributable Earnings prior to charge-offs helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations. In addition, Distributable Earnings and Distributable Earnings prior to charge-offs are performance metrics we consider when declaring our dividends.
Distributable Earnings and Distributable Earnings prior to charge-offs helps us to evaluate our performance, excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations. In addition, Distributable Earnings and Distributable Earnings prior to charge-offs are performance metrics we consider when declaring our dividends.
Our CECL reserves have been excluded from Distributable Earnings consistent with other unrealized gains (losses) pursuant to our existing policy for reporting Distributable Earnings. We expect to only recognize such potential credit losses in Distributable Earnings if and when such amounts are realized and deemed non-recoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but realization and non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected. The timing of any such credit loss realization in our Distributable Earnings may differ materially from the timing of CECL reserves or charge-offs in our consolidated financial statements prepared in accordance with GAAP. The realized loss amount reflected in Distributable Earnings will equal the difference between the cash received, or expected to be received, and the book value of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the loan.
The realized loss amount reflected in Distributable Earnings will equal the difference between the cash received, or expected to be received, and the book value of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the loan.
We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a useful financial metric for existing and potential future holders of our class A common stock as historically, over time, Distributable Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments, and therefore we believe our dividends are one of the principal reasons stockholders may invest in our class A common stock. Refer to Note 17 to our consolidated financial statements for further discussion of our distribution requirements as a REIT. Further, Distributable Earnings helps us to evaluate our performanceperformance, excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations, and is a performance metric we consider when declaring our dividends.
(3)Represents depreciation of owned real estate assets and amortization of intangible real estate assets and liabilities.
(5)Allocable share of adjustments related to unconsolidated entities for the three months ended December 31, 2025 reflects our share of non-cash items such as (i) $(2.0) million of unrealized gains recorded by such unconsolidated entities, (ii) $2.0 million of depreciation and amortization, and (iii) related adjustments for realized gains, if any. For the year ended December 31, 2025, reflects our share of non-cash items such as (i) $(3.4) million of unrealized gains recorded by such unconsolidated entities, (ii) $4.2 million of depreciation and amortization, and (iii) related adjustments for realized gains, if any.
(46)Represents (i) the non-cash portion of income recognized under GAAP related to our Agency Multifamily Lending Partnership, in which we receive a portion of origination, servicing, and other fees for loans we refer to MTRCC for origination, offset by the related guaranteeloss-sharing liabilityobligation accruals.accruals and (ii) the cash received related to such income previously recognized under GAAP. Refer to Note 2 to our consolidated financial statements for additionalfurther information on our Agency Multifamily Lending Partnership.
(68)Represents the implied incentive fee expense that would have been incurred if such charge-offs had not occurred, as calculated on a quarterly basis. No incentive fee expense would have been incurred for the nineperiods monthspresented ended December 31, 2024 andexcept the $6.3 million would have been incurred in the three months ended March 31, 2024.
II. Investments
II. LoanInvestment Portfolio
Our Investment Portfolio consists of our Loan Portfolio, our investments in our Bank Loan Portfolio Joint Venture and Net Lease Joint Venture, and our owned real estate assets. The chart below details the composition of our Investment Portfolio as of December 31, 2025:
Investment Portfolio(1)(2)
Included in our Loan Portfolio(3)
______________ (1)Our Investment Portfolio reflects the gross amount of our investments as of December 31, 2025, which consists of (i) our Loan Portfolio, which represents net book value less total loans receivable CECL reserves, (ii) our share of the carrying value of investments held by our Net Lease Joint Venture, (iii) our share of the fair value of the loans held by our Bank Loan Portfolio Joint Venture, and (iv) the aggregate carrying value of our owned real estate assets.
(2)Assets in our Loan Portfolio with multiple components are proportioned into the relevant property types based on the allocated value of each property type.
During the year ended December 31, 2024, we originated or acquired $431.9 million of loans. Loan fundings during the year totaled $1.6 billion and loan repayments and sales totaled $5.2 billion. We generated interest income of $1.8 billion and incurred interest expense of $1.3 billion during the year, which resulted in $479.1 million of net interest income during the year ended December 31, 2024.
Portfolio Overview
The following table details our loan origination activity ($ in thousands):
(1)Includes new loan originations and acquisitions, and additional commitments made under existing loans.
(2)Loan fundings during the three months ended and year ended December 31, 2024, include $47.2 million and $181.3 million, respectively, of additional fundings under related non-consolidated senior interests.
(3)Loan repayments and sales during the year ended December 31, 2024, include $512.1 million of additional repayments or reduction of loan exposure under related non-consolidated senior interests. There were no such related loan repayments during the three months ended December 31, 2024.
The following table details overall statistics for our loan portfolio as of December 31, 2024 ($ in thousands):
(1)Total loan exposure reflects our aggregate exposure to each loan investment. As of December 31, 2024, total loan exposure, includes (i) loans with an outstanding principal balance of $19.2 billion that are included in our consolidated financial statements, (ii) $817.5 million of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $100.1 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements. We have retained an aggregate $228.1 million of subordinate mezzanine loans, as of December 31, 2024, related to non-consolidated senior interests that are included in our balance sheet portfolio.
(2)Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date. Excludes $208.7 million of unfunded loan commitments related to our non-consolidated senior interests, as these commitments will not require cash outlays from us.
(3)The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, and other indices as applicable to each investment. As of December 31, 2024, substantially all of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.
(4)Maximum maturity assumes all extension options are exercised by the borrower, however our loans and other investments may be repaid prior to such date. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any. As of December 31, 2024, 10% of our loans by total loan exposure were subject to yield maintenance or other prepayment restrictions and 90% were open to repayment by the borrower without penalty.
(5)Based on LTV as of the dates loans were originated or acquired by us, excluding any loans that are impaired and any junior participations sold.
The following table details the index rate floors for our loan portfolio based on total loan exposure as of December 31, 2024 ($ in thousands):
(1)Total loan exposure reflects our aggregate exposure to each loan investment. As of December 31, 2024, total loan exposure, includes (i) loans with an outstanding principal balance of $19.2 billion that are included in our consolidated financial statements, (ii) $817.5 million of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $100.1 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements. See Note 2 to our consolidated financial statements for further discussion of loan participations sold.
(2)Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, and Swiss Franc currencies.
(3)Includes all impaired loans.
(4)As of December 31, 2024, the weighted-average index rate floor of our total loan exposure was 1.04%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 1.65%. As of December 31, 2023, the weighted-average index rate floor of our total loan exposure was 0.56%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 1.02%.
The following table details the floating benchmark rates for our loan portfolio based on total loan exposure as of December 31, 2024 (total loan exposure amounts in thousands):
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors previously disclosed under “Part I, Item 1A. Risk Factors” of our
Annual Report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Bank Loan Portfolio Joint Venture”
New heading “Net Lease Joint Venture”
New heading “Homebuilder Finance Joint Venture”
Largest changes
“During the three months ended June 30, 2026, we recorded a net increase of $106.2 million in the CECL reserves against our loans receivable portfolio, primarily driven by a $134.6 million increase in our asset-specific CECL reserve, partially offset by a $28.3 million decrease in our general CECL reserve, bringing our total loans receivable CECL reserves to $397.8 million as of June 30, 2026. …”see in full comparison
“As of March 31, 2026, 98% of our loans, based on net loan exposure, were performing with risk ratings of “1” through “4,” and the remaining 2% were impaired with a risk rating of “5.” As of March 31, 2026, two of our performing loans with an aggregate amortized cost basis of $156.7 million were in default. With respect to one of these loans, the default was a technical default as a result of the non-payment of an extension fee, the loan was not past its maturity date and was current on its interest payments. …”see in full comparison
see in full comparisonBothAs oftheseJune 30, 2026, 97% of our loans, based on net loan exposure, were performing with risk ratings of “1” through “4,” and the remaining 3% were impaired with a risk rating of “5.” As of June 30, 2026, one of our performing loans with an amortized cost basis of $148.8 million was in payment default, was less than 90 days past due on its interest payment, and had a risk rating of “4.” This loan was not impaired as of June 30, 2026 as we expect to fully recover all contractual principal and interest amounts due under the loan agreement. All other borrowers under performing loans were in compliance with the applicable contractual terms of each respective loan, including any required payment of interest. We believe this demonstrates the overall strength of our loan portfolio and the commitment and financial wherewithal of our borrowers generally, which are primarily affiliated with large real estate private equity funds and other strong, well-capitalized, and experienced sponsors.
Full comparison: every changed paragraph (116)
“foreseeable future,” “believe,” “scheduled,” and similar expressions. Such forward- lookingforward-looking statements are subject to various risks, uncertainties and assumptions. Our actual results or outcomes may differ materially from those in this discussion and analysis as a result of various factors, including but not limited to those discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in this Quarterly Report on
As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Distributable Earnings, Distributable Earnings prior to realized gains and losses, and book value per share. For the three months ended MarchJune 31,30, 2026, we recorded basic net loss per share of $0.04,$0.48, declared a dividend of $0.47 per share, reported $0.21$0.31 per share of Distributable Earnings, and reported $0.49$0.48 per share of Distributable Earnings prior to realized gains and losses. In addition, our book value as of MarchJune 31,30, 2026 was $20.20$19.31 per share, which is net of cumulative CECL reserves of $1.80$2.43 per shareshare, and accumulated depreciation and amortization of owned real estate assetsassets, including our share related to unconsolidated entities, of $0.57$0.76 per share.
As further described below, Distributable Earnings and Distributable Earnings prior to realized gains and losses are measures that are not prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. Distributable Earnings and Distributable Earnings prior to realized gains and losses helpshelp us to evaluate our performance, excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current investments and operations. In addition, Distributable Earnings and Distributable Earnings prior to realized gains and losses are performance metrics we consider when declaring our dividends.
The following table sets forth the calculation of basic net income (loss) per share and dividends declared per share ($ in thousands, except per share data):
(1)Represents net (loss) income attributable to Blackstone Mortgage Trust.Trust, Inc. Refer to Note 14 to our consolidated financial statements for the calculation of diluted net (loss) income per share.
(1)Represents net (loss) income attributable to Blackstone Mortgage Trust.Trust, Inc.
(5)Represents realized (losses) gains on the repatriation of unhedged foreign currency. These amounts were not included in GAAP net (loss) income,loss, but rather as a component of other comprehensive income in our consolidated financial statements.
(6)Allocable share of adjustments related to unconsolidated entities for the three months ended June 30, 2026 reflects our share of non-cash items such as (i) $(3.8) million of unrealized gains recorded by such unconsolidated entities, (ii) $4.3 million of depreciation and amortization, and (iii) related adjustments for realized gains, if any. For the three months ended March 31, 20262026, reflects our share of non-cash items such as (i) $3.2 million of unrealized losses recorded by such unconsolidated entities, (ii) $3.1 million of depreciation and amortization, and (iii) related adjustments for realized gains, if any. For the three months ended December 31, 2025, reflects our share of non-cash items such as (i) $(2.0) million of unrealized gains recorded by such unconsolidated entities, (ii) $2.0 million of depreciation and amortization, and (iii) related adjustments for realized gains, if any.
(7)Represents (i) the non-cash income recognized under GAAP related to our Agency Multifamily Lending Partnership, in which we receive a portion of origination, servicing, and other fees for loans we refer to MTRCC for origination, offset by the related loss-sharing obligation accrualsaccruals, and (ii) the cash received related to such income previously recognized under GAAP. Refer to Note 2 to our consolidated financial statements for further information on our Agency Multifamily Lending Partnership.
Our Investment Portfolio consists of our Loan Portfolio, our investments in our Bank Loan Portfolio Joint Venture, Net Lease Joint Venture and NetHomebuilder LeaseFinance Joint Venture, our owned real estate assets, and our investmentsinvestment in debt securities. The chart below details the composition of our Investment Portfolio as of MarchJune 31,30, 2026:
Included in our Loan Portfolio(4)
______________Included in our Loan Portfolio(4) (1)Our Investment Portfolio reflects the gross amount of our investments as of MarchJune 31,30, 2026, which consists of (i) our Loan Portfolio, which represents net book value less total loans receivable CECL reserves, (ii) our share of the carrying value of investments held by our Net Lease Joint Venture, (iii) our share of the fair value of the loans held by both our Bank Loan Portfolio Joint Venture and Homebuilder Finance Joint Venture, (iv) the aggregate carrying value of our owned real estate assets, and (v) the fair value of our investments in debt securities.
(3)Investment types that represent less than 1% of our Investment Portfolio are excludedincluded fromin Other Investments in the chart.chart, which includes our Homebuilder Finance Joint Venture and investment in debt securities.
During the three months ended MarchJune 31,30, 2026, we originated or acquired $274.9$1.2 millionbillion of loans, inclusive of additional commitments made under existing loans.
During the three months ended MarchJune 31,30, 2026, loan fundings totaled $295.9$1.2 millionbillion and loan repayments and sales totaled $630.9$1.2 million.billion.
(1)Excludes amounts for loans held by our Bank Loan Portfolio Joint Venture and Homebuilder Finance Joint Venture, which are included in investments in unconsolidated entities on our consolidated balance sheets.
The following table details overall statistics for our Loan Portfolio as of MarchJune 31,30, 2026 ($ in thousands):
(2)The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, CORRA, and other indices as applicable to each loan. As of MarchJune 31,30, 2026, 97% of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR.
(3)Maximum maturity assumes all extension options are exercised by the borrower; however, our loans and other investments may be repaid prior to such date. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any. As of MarchJune 31,30, 2026, 41%47% of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 59%53% were open to repayment by the borrower without penalty.
The following table details the index rate floors for our Loan Portfolio as of MarchJune 31,30, 2026 ($ in thousands):
(3)As of MarchJune 31,30, 2026, the weighted-average index rate floor of our floating-rate Loan Portfolio principal balance was 1.40%.1.53%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 2.06%.2.11%.
The following table details the floating benchmark rates for our Loan Portfolio as of MarchJune 31,30, 2026 (Loan Portfolio principal balance amounts in thousands):
The charts below detail the geographic distribution and types of properties securing our Loan Portfolio, as of MarchJune 31,30, 2026:
Collateral Diversification (Net Loan Exposure)(1)(2) (1)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of March 31, 2026, proceeds, and (iii) our total loans receivable CECL reserve of $291.6$397.8 million. Our asset-specific debt is structurally non-recourse and term-matched to the corresponding collateral loans. Geographic locations that represent less than 1% of net loan exposure are excluded from the chart.
As of March 31, 2026, 98% of our loans, based on net loan exposure, were performing with risk ratings of “1” through “4,” and the remaining 2% were impaired with a risk rating of “5.” As of March 31, 2026, two of our performing loans with an aggregate amortized cost basis of $156.7 million were in default. With respect to one of these loans, the default was a technical default as a result of the non-payment of an extension fee, the loan was not past its maturity date and was current on its interest payments. The other loan was in payment default and was less than 90 days past due on its interest payment.
BothAs of theseJune 30, 2026, 97% of our loans, based on net loan exposure, were performing with risk ratings of “1” through “4,” and the remaining 3% were impaired with a risk rating of “5.” As of June 30, 2026, one of our performing loans with an amortized cost basis of $148.8 million was in payment default, was less than 90 days past due on its interest payment, and had a risk rating of “4.” This loan was not impaired as of June 30, 2026 as we expect to fully recover all contractual principal and interest amounts due under the loan agreement. All other borrowers under performing loans were in compliance with the applicable contractual terms of each respective loan, including any required payment of interest. We believe this demonstrates the overall strength of our loan portfolio and the commitment and financial wherewithal of our borrowers generally, which are primarily affiliated with large real estate private equity funds and other strong, well-capitalized, and experienced sponsors.
We maintain a robust asset management relationship with our borrowers and utilize these relationships to maximize the performance of our portfolio, including during periods of volatility. We believe that we benefit from these relationships and from our long-standing core business model of originating senior loans collateralized by large assets in major markets with experienced, well-capitalized institutional sponsors. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments. As of MarchJune 31,30, 2026, we had an aggregate $84.9$219.5 million asset-specific CECL reserve related to sevennine of our loans receivable, with an aggregate amortized cost basis of $372.2$695.2 million, net of cost-recovery proceeds. This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of MarchJune 31,30, 2026.
As discussed in Note 2 to our consolidated financial statements, we perform a quarterly review of our loan portfolio, assess the performance of each loan, and assign it a risk rating between “1” and “5”, from less risk to greater risk. As of MarchJune 31,30, 2026, our loan portfolio had a weighted-average risk rating of 3.0, based on net loan exposure.
The following table allocates the net book value and net loan exposure balances based on our internal risk ratings as of MarchJune 31,30, 2026 ($ in thousands):
(1)Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of March 31, 2026, proceeds, and (iii) our total loans receivable CECL reserve of $291.6$397.8 million. Our asset-specific debt is structurally non-recourse and term-matched to the corresponding collateral loans.
The CECL reserves required by GAAP reflect our current estimate of potential credit losses related to our loans and notes receivable included in our consolidated balance sheets. Other than a few narrow exceptions, GAAP requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the principle underlying the CECL model that all loans and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.
During the three months ended June 30, 2026, we recorded a net increase of $106.2 million in the CECL reserves against our loans receivable portfolio, primarily driven by a $134.6 million increase in our asset-specific CECL reserve, partially offset by a $28.3 million decrease in our general CECL reserve, bringing our total loans receivable CECL reserves to $397.8 million as of June 30, 2026. The increase in our asset-specific reserve was driven by three additional loans with an aggregate amortized cost basis of $502.0 million that were impaired during the three months ended June 30, 2026, of which two are secured by office properties, and the other is secured by an office/mixed-use asset. The office sector recovery in certain markets has continued to lag other commercial real estate sectors, which has, in certain cases, extended business plans on transitional properties and impacted their performance, affecting some borrowers’ willingness and ability to continue to support their assets. Impairments are determined individually as a result of changes in specific credit quality factors for such loans. These factors include, among others, (i) the performance of the underlying property collateral, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts and circumstances affecting the borrower’s willingness and ability to satisfy its contractual obligations under the terms of the loan. During the three months ended June 30, 2026, we recorded $7.1 million of interest income on these loans. Upon determining that the three loans were impaired, the income accrual was suspended, as the recovery of interest income and principal was doubtful. The increase in our asset-specific reserve was partially offset by charge-offs of $28.6 million primarily related to the resolution of one previously impaired loan as a result of our acquisition of title through a foreclosure of a multifamily collateral property located in Dallas, TX, which is now included on our consolidated balance sheet as an owned real estate asset. The decrease in our general CECL reserve was primarily driven by changes in risk ratings, and a decrease in our loans receivable balance, partially offset by new loan originations and an increase in the historical loss rate used in reserve calculations related to the additional CECL reserve charge-offs.
During the three months ended March 31, 2026, we recorded a net increase of $7.2 million in the CECL reserves against our loans receivable portfolio, primarily driven by a $9.6 million increase in our general CECL reserve partially offset by a $2.4 million decrease in our asset-specific CECL reserve, bringing our total loans receivable CECL reserves to $291.6 million as of March 31, 2026. The increase in our general CECL reserve was primarily driven by new loan originations. The decrease in our asset-specific reserve was driven by charge-offs of $46.5 million primarily related to the resolution of one previously impaired loan as a result of our acquisition of title through a foreclosure of title to a hospitality collateral property located in San Francisco, CA, which is now included on our consolidated balance sheet as an owned real estate asset. This was largely offset by additions to our asset-specific CECL reserve related to two additional loans with a total amortized cost basis of $284.8 million that were impaired during the three months ended March 31, 2026. The income accrual was suspended on the two newly impaired loans, as the recovery of income and principal was doubtful. During the three months ended March 31, 2026, we recorded $1.4 million of interest income on these loans.
As of MarchJune 31,30, 2026, we had an aggregate $84.9$219.5 million asset-specific CECL reserve related to sevennine of our loans receivable, with a total amortized cost basis of $372.2$695.2 million, net of cost-recovery proceeds. Impairments are each determined individually as a result of changes in the specific credit quality factors for each such loan. These factors included, among others, (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. This asset-specific CECL reserve was recorded based on our estimation of the fair value of each loan’s underlying collateral as of MarchJune 31,30, 2026.
No income was recorded on our impaired loans subsequent to determining that theysuch loans were impaired. During the three months ended MarchJune 31,30, 2026, we receiveddid annot aggregatereceive $0.5 million ofany cash proceeds from such loans that werewould have been applied as a reduction to the amortized cost basis of each respective loan.
As part of our portfolio management strategy to maximize economic outcomes, we may hold certain owned real estate assets, resulting from transactions in which we assume legal title, physical possession, or control of the collateral underlying a loan through a foreclosure, a deed-in-lieu of foreclosure transaction, or a loan modification in which we receive an equity interest in and/or control over decision-making at the property. As of MarchJune 31,30, 2026, we had 1314 owned real estate assets with an aggregate carrying value of $1.3$1.4 billion.
The following table provides details of our owned real estate assetassets as of MarchJune 31,30, 2026 ($ in thousands):
Bank Loan Portfolio Joint Venture
In the second quarter of 2025, we entered into a joint venture with a Blackstone-advised investment vehicle to acquire portfolios of performing commercial mortgage loans, or our Bank Loan Portfolio Joint Venture. In the second quarter of 2025, the Bank Loan Portfolio Joint Venture acquired a $1.4 billion portfolio of 171 performing senior commercial real estate loans from a regional bank. The loans are secured primarily by retail and multifamily properties located across various markets in the Mid-Atlantic region, are primarily fixed rate, and were acquired at a discount to par. In the third quarter of 2025, the Bank Loan Portfolio Joint Venture acquired a $606.0 million portfolio of 425 performing senior commercial real estate loans from a regional bank. The loans are secured primarily by net lease retail assets located throughout the United States, are fixed rate, and were acquired at a discount to par. We have an aggregate 35% ownership interest in the joint venture as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, our share of the fair value of the loans held by our Bank Loan Portfolio Joint Venture was $553.4$502.2 million.
Our Bank Loan Portfolio Joint Venture is recorded on our consolidated balance sheets asin an investmentinvestments in unconsolidated entities. As of MarchJune 31,30, 2026, our investment in the joint venture totaled $101.3$99.8 million. During the threesix months ended MarchJune 31,30, 2026, we did not make any contributions to the joint venture, received $10.6$20.2 million of distributions, and recorded $0.9$9.0 million of income from unconsolidated entities in our consolidated statements of operations.
Net Lease Joint Venture
In the fourth quarter of 2024, we entered into a joint venture with a Blackstone-advised investment vehicle to invest in triple net lease properties, or our Net Lease Joint Venture. Our investment in the joint venture is recorded on our consolidated balance sheets asin an investmentinvestments in unconsolidated entities. As of MarchJune 31,30, 2026, our investment in unconsolidated entities related to the joint venture totaled $143.1$185.9 million. During the threesix months ended MarchJune 31,30, 2026, we contributed $58.9$100.0 million to the joint venture, received $22.4 million of distributions, and recorded $0.4$0.7 million of income from unconsolidated entities in our consolidated statements of operations, inclusive of $3.1$7.4 million of depreciation and amortization expense. We have an aggregate 75% ownership interest in the joint venture as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, our share of the carrying value of investments held by our Net Lease Joint Venture was $515.6$661.3 million.
The following table details the tenant industries and the geographic location of the assets held by our Net Lease Joint Venture as of MarchJune 31,30, 2026:
As of MarchJune 31,30, 2026, our Net Lease Joint Venture’s leases had a weighted average remaining lease term of over 15 years (based on annualized base rent), with weighted average annual rent increases of approximately 2%, and a rent coverage ratio of approximately 3x.
Homebuilder Finance Joint Venture
In the second quarter of 2026, we entered into a joint venture with an unaffiliated third-party, alongside a Blackstone-advised investment vehicle, to acquire an initial $286.7 million portfolio of construction loans collateralized by single family homes, and to continue to acquire and fund such loans in the future, or our Homebuilder Finance Joint Venture. The loans are secured by single family homes under construction that are located throughout various markets in the United States. We have an aggregate 45% ownership interest in the joint venture as of June 30, 2026. As of June 30, 2026, our share of the fair value of the loans held by our Homebuilder Finance Joint Venture was $149.1 million.
Our Homebuilder Finance Joint Venture is recorded on our consolidated balance sheets in investments in unconsolidated entities. As of June 30, 2026, our investment in the joint venture totaled $36.3 million. During the three and six months ended June 30, 2026, we made $36.0 million of contributions to the joint venture, did not receive any distributions, and recorded $0.3 million of income from unconsolidated entities in our consolidated statements of operations.
Our capital commitment represented a minority of the total capital commitments the BREDS-advised private fund had received as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, the BREDS-advised private fund had not called any capital or made any investments.capital. To fund its future investments, the BREDS-advised private fund will draw down on capital commitments made by its investors, including us, on a pro rata basis.
In the first quarter of 2026, we invested $66.7 million in a significant risk transfer, or SRT, transaction with a UK financial institution structured as a credit-linked note, or the UK Bank Loan Portfolio SRT. The investment constitutes the first-loss tranche of a reference portfolio comprising a diversified, granular portfolio of low-leverage commercial real estate loans held by the UK financial institution. The SRT investment earns a floating-rate cash coupon of SONIA + 7.00%. As of MarchJune 31,30, 2026, no realized credit losses have been incurred with respect to the underlying reference loan portfolio.
In the second quarter of 2024, we entered into an agreement with M&T Realty Capital Corporation, or MTRCC, a subsidiary of M&T Bank, that allows our borrowers to access multifamily agency financing through MTRCC’s Fannie Mae DUS and Freddie Mac Optigo lending platforms, or our Agency Multifamily Lending Partnership. We will receive a portion of origination, servicing, and other fees for loans that we refer to MTRCC for origination under both the Fannie Mae and Freddie Mac programs. Additionally, we will share in losses with MTRCC and Fannie Mae on loans that we refer to MTRCC for origination under the Fannie Mae program. During the threesix months ended MarchJune 31,30, 2026, we did not refer any loans to MTRCC.
The following table details our secured credit facilities by spread over the applicable base ratescurrency as of MarchJune 31,30, 2026 ($ in thousands):
(1)Represents the number of lenders with fundings advanced in each respective currency, as well as the total number of facility lenders.
(2)Our secured debt agreements are generally term-matched to their underlying collateral. Therefore, the weighted-average maturity is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective secured credit facility is used.
(2)Represents the amount of new borrowings we closed during the three months ended March 31, 2026.
(45)Represents the weighted-average all-in cost as of MarchJune 31,30, 2026 and is not necessarily indicative of the spread applicable to recent or future borrowings.
(7)Includes Australian Dollar, Canadian Dollar, and Swedish Krona currencies.
(6)Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.
(7)Includes an interest rate swap with a $35.6 million notional amount that effectively converts our floating rate liability to a fixed rate liability to align with the financed fixed rate loan exposure.
(5)During the threesix months ended MarchJune 31,30, 2026, we recorded $34.7$74.8 million of interest expense related to our securitized debt obligations.
The following table details our outstanding senior term loan facilities, or Term Loans, our outstanding senior secured notes, or Senior Secured Notes, and convertible senior notes, or Convertible Notes, as of MarchJune 31,30, 2026 ($ in thousands):
BXMT insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 10,000 shares, about $143.4K) and open-market sales in 6 filings (2 insiders, 5 trade dates, 9,136 shares, about $142.0K; 6 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: 864 (purchases minus sales); net value about $1.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-30 | Pena Fernando Austin |
Open-market sale |
1,725 | $11.65 | $20.1K |
| 2026-09-17 | Urbaszek Marcin |
Open-market sale |
864 | $13.42 | $11.6K |
| 2026-09-17 | Pena Fernando Austin |
Open-market sale |
1,127 | $13.42 | $15.1K |
| 2026-08-04 | Nassau Henry N |
Open-market purchase | 10,000 | $14.34 | $143.4K |
| 2026-07-15 | Lynch Nnenna |
Grant/award | 1,147 | $17.12 | $19.6K |
| 2026-07-15 | Sagalyn Lynne B |
Grant/award | 3,939 | $17.12 | $67.4K |
| 2026-07-15 | Nassau Henry N |
Grant/award | 3,044 | $17.12 | $52.1K |
| 2026-07-15 | Hsu Chen Yi |
Grant/award | 181 | $17.12 | $3.1K |
| 2026-07-15 | Cotton Leonard W |
Grant/award | 1,831 | $17.12 | $31.3K |
| 2026-06-30 | Pena Fernando Austin |
Open-market sale |
1,670 | $17.07 | $28.5K |
| 2026-06-26 | Nassau Henry N |
Grant/award | 6,597 | $17.43 | $115.0K |
| 2026-06-26 | Hsu Chen Yi |
Grant/award | 6,597 | $17.43 | $115.0K |
| 2026-06-26 | Cotton Leonard W |
Grant/award | 6,597 | $17.43 | $115.0K |
| 2026-06-26 | Sagalyn Lynne B |
Grant/award | 6,597 | $17.43 | $115.0K |
| 2026-06-26 | Perez-Alvarado Gilda |
Grant/award | 6,597 | $17.43 | $115.0K |
| 2026-06-26 | Lynch Nnenna |
Grant/award | 6,597 | $17.43 | $115.0K |
| 2026-06-26 | Nash Michael B. |
Grant/award | 6,597 | $17.43 | $115.0K |
| 2026-06-25 | Pena Fernando Austin |
Open-market sale |
2,398 | $17.48 | $41.9K |
| 2026-06-17 | Urbaszek Marcin |
Open-market sale |
1,352 | $18.35 | $24.8K |
| 2026-04-15 | Nassau Henry N |
Grant/award | 2,531 | $20.12 | $50.9K |
| 2026-04-15 | Cotton Leonard W |
Grant/award | 1,523 | $20.12 | $30.6K |
| 2026-04-15 | Sagalyn Lynne B |
Grant/award | 3,275 | $20.12 | $65.9K |
| 2026-04-15 | Lynch Nnenna |
Grant/award | 803 | $20.12 | $16.2K |
Well-known investors holding BXMT (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Oaktree Capital Management (Howard Marks) | 2026-06-30 | 0 | $14.1M | 0.26% | No change |