GPMT 10-K & 10-Q changes, risk factors and insider trading

•ActsNatural of God,disasters, such as hurricanes, earthquakesearthquakes, wildfires and other natural disasters,floods, including climate change-related risks,risks; acts of war and/or terrorism,terrorism; pandemics or outbreaks of infectious disease,disease; and other events that can markedly impact financial markets,markets may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments.

•The economic impact of escalating geopolitical and global trade tensions, including those related to the conflict between Russia and Ukraine, and the ensuing adoption or expansion of economic sanctions or trade restrictions, could adversely affect the real estate securing our investments.

We invest primarily in debt investments in or relating to commercial real estate assets. Deterioration of real estate fundamentals generally, and in the United States in particular, has increased the default risk applicable to borrowers, made it relatively more difficult for us to generate attractive risk-adjusted returns and continues to negatively impact our performance. Changes in general economic conditions have affected the creditworthiness of borrowers and the value of underlying real estate collateral relating to our investments. Such changes have included, and may in the future include, economic and/or market fluctuations, reduced demand for office properties as a result of increases in remote working arrangements, changes in environmental, zoning and other laws, casualty or condemnation losses, regulatory limitations on rents, evictions and/or foreclosures, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand of real estate products, fluctuations in real estate fundamentals, the financial resources of borrower entities, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, terrorism, acts of war, outbreaks of pandemic or contagious diseases, changes in government regulations, political and legislative uncertainty, changes in monetary policy, changes in real property tax rates and operating expenses, changes in interest rates, changes in the availability of debt financing and/or mortgage funds which 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 that depress travel activity, escalating geopolitical and global trade tensions, the conflict between Russia and Ukraine, conditions in the Middle East, adverse changes in demand and/or real estate values generally and other factors that are beyond our control. In addition, our investments may be exposed to new or increased risks and liabilities associated with global climate change, such as increased frequency or intensity of adverse weather and natural disasters, which could negatively impact our and our borrowers'borrowers businesses and the value of the properties securing our investments. 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 future 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.

We operate in a competitive market for investment opportunitiesopportunities, and competition may limit our ability to originate or acquire our target investments and could also affect the pricing of these investments.

As a result of this competition, desirable loans and investments in our target investments may be limited in the future and we may not be able to take advantage of attractive lending and investment opportunities from time to time. We can provide no assurance that we will be able to identify and originate loans or make investments that are consistent with our investment objectives. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that any current relationships with such parties will continue (whether on currently applicable terms or otherwise) or that we will be able to establish relationships with other such persons in the future if desired and on terms favorable to us.

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, which includes loans collateralized by 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 disproportionately affect certain asset classes and geographic areas. For example, many businesses permit employees to work from homeremote locations 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.

The due diligence process that we undertake with regard to investment opportunities may not reveal all facts that may affect an investmentinvestment, and if we incorrectly evaluate the risks of our investments, we may experience losses.

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 and legal and regulatory and macroeconomic trends, as well as environmental, social and governance, or ESG, matters.trends. 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, and we may not identify or foresee future developments that could have a material adverse effect on an investment. In addition, selecting and evaluating material due diligence matters, including ESG factors,matters is subjective by nature, and there is no guarantee that the criteria utilized or judgment exercised by us or a third-party specialist (if any) will reflect the beliefs, values, internal policies or preferred practices of any particular investor or align with the beliefs or values or preferred practices of other commercial real estate debt investors or with market trends. The materiality of sustainability risks and impacts on an individual potential investment or portfolio as a whole depends on many factors, including the relevant industry, location, asset class and investment strategy. Relying on the resources available to us, we evaluate our potential investments based on criteria we deem appropriate for the relevant investment. Our loss estimates may not prove accurate, as actual results may vary from estimates. If we underestimate the asset-level losses, we may be required to recognize an impairment and/or realize losses with respect to such 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 ESG,diligence are continuously evolving from an assessment, regulatory and compliance standpoint, and we may not accurately or fully anticipate such evolution.

In light of our investment strategy and the need to be able to invest capital quickly to capitalize on potential investment opportunities, we may from time to time maintain cash pending deployment into investments, which may at times be significant. Such cash may be held in an account of ours for the benefit of stockholders or may be invested in money market accounts or other similar temporary investments. While the duration of such holding period is expected to be relatively short, in the event we are unable to find suitable investments, such cash positions may be maintained for longer periods. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and such low interestlow-interest payments on the temporarily invested cash may adversely affect our financial performance and returns to investors.

•changes in national, regional or local economic conditions, real estate valuesvalues, or rental or occupancy rates;

•increases in remote working arrangements and the subsequent effect on demand for commercial real estate, particularly office properties;

The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modificationsmodifications, extensions and/or restructurings.

The success of our investment strategy depends, in part, on our ability to effectuate, when appropriate, loan modificationsmodifications, extensions and/or restructurings with our borrowers. The activity of identifying and implementing successful modificationsmodifications, extensions 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 have sufficient resources to implement such modifications and/or restructurings in times of widespread market challenges.

Further, such loan modifications and/or restructuring may 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 ourus becomingassuming thelegal ownertitle, physical possession or control of the underlying realcollateral estate.property 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 underlying collateral property. See “ — Risks Related to Our Lending and Investment Activities — Taking title to properties securing loansloan investments, including via foreclosureforeclosure, couldcan 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.”

Whether or not we have participated in the negotiation of the terms of any such loans, we cannot assure you 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 if 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. In some states, foreclosure actions can take several years or more to litigate. 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 the foreclosure process and potentially results in a reduction or discharge of a borrower’s debt. See “ — Risks Related to Our Lending and Investment Activities — Financial or operating difficulties of our borrowers may result in our being subject to bankruptcy proceedings.” Foreclosure may create a negative public perception of the related property, resulting in a diminution of its value.

We are subject to the risks inherent in the ownership and operation of real estate and real estate-related businesses and assets. Such investments are potentially subject to the costs associated with operating and redeveloping a property, including any operating shortfalls and significant capital expenditures, and 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 anthe increasedcontinued prevalence of remote work), changes in the financial resources of tenants, defaults by borrowers or tenants and the lack of availability of mortgage funds, which may render the sale or refinancing of properties difficult or impracticable. 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, pandemic or other public health events and other events that are beyond our control, and various uninsured or uninsurable risks. Because landlord claims for future rent are capped under bankruptcy laws, 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, investments in real estate and real estate-related businesses and assets are subject to changes in law and regulation, including in respect of building, environmental and zoning laws, rent control and other regulations impacting residential real estate investments and changes to tax laws and regulations, including real property and income tax rates and the taxation of business entities and the deductibility of corporate interest expense. In addition, if we acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing, we will be subject to the risks normally associated with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond our control, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms.

Further, ownership of real estate assets may increase our risk of direct and/or indirect liability under environmental laws that impose, regardless of fault, joint and several liability for the cost of remediating contamination and compensation for damages. In addition, changes in environmental laws or regulations or the environmental condition of real estate may create liabilities that did not exist at the time we became the owner of such real estate. Even in cases where we are indemnified against certain liabilities arising out of violations of laws and regulations, including environmental laws and regulations, there can be no assurance as to the financial viability of a third-partythird party to satisfy such indemnities or our ability to achieve enforcement of such indemnities.

While ASU 2016-13 does not require any particular method for determining CECL reserves, it does specify that 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, ASU 2016-13 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the GAAPGenerally Accepted Accounting Principles, or 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. 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 loan investments 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 loan investments 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 anthe increasedcontinued 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 loan investments. 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.

To the extent that our financing costs are determined by reference to floating rates, such as the Secured Overnight Financing Rate, or SOFR, or a Treasury index, the amount of such costs will depend on the level and movement of interest rates. In response to inflationary pressures, the Federal Reserve raised benchmark overnight interest rates on multiple occasions in 2022 and 2023. While the Federal Reserve reduced its benchmark overnight interest rates in the second half of 2024, they remain high2024 and howsecond longhalf of 2025, they will remain at elevated levels remains uncertain.levels. These increased rates have increased borrowers'borrowers interest payments, adversely affected 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, as well as losses on our investments.

In a period of rising interest rates, our interest expense on floating rate debt would increase, while any additional interest income we earn on our floating rate investments may be subject to caps and/or in-the-money floors that may limit the growth of our interest income until interest rates rise above such floors or loans with such floors are repaid or refinanced and may not compensate for such increase in interest expense. Any such increases would also increase our borrowers’borrowers interest payments and, for certain borrowers, may lead to defaults and losses to us. Such increases could also adversely affect commercial real estate property values. Similarly, in a period of declining interest rates, our interest income on floating rate investments would generally decrease, while any decrease in the interest we are charged on our floating rate debt may be subject to floors and may not compensate for such decrease in interest income; however, floors relating to our loan portfolio may offset some of the impact from declining rates. In addition, interest we are charged on our fixed rate debt would not change. Any such scenario could adversely affect our results of operations, interest coverage ratio and financial condition.

We borrow funds under repurchase facilities and other financing arrangements with various counterparties. The documents that govern these financing arrangements and the related guarantees contain, and additional lending facilities may contain, customary affirmative and negative covenants, including financial covenants that may restrict our flexibility to determine our operating policies and investment strategy. For instance, these financing arrangements require us to maintain a certain amount of cash or set aside assets sufficient to maintain a specified liquidity position. As a result, we may not be able to leverage our assets as fully as we would otherwise choose, which could reduce our return on assets. If we fail to meet or satisfy any of these covenants, we would be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral and enforce their interests against existing collateral. We are, and in the future may also be, subject to cross-default and acceleration rights in our other debt arrangements. Further, these covenants could also make it difficult for us to satisfy the distribution requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes. These financing arrangements also grant certain consent rights to the lenders thereunderthereunder, which give them the right to consent to certain modifications to the financed collateral and could limit our ability to manage a financed investment in a way that we think would provide the best outcome for our stockholders.

An inability to successfully access the capital markets could limit our ability to grow our business and fully execute our business strategy and could decrease our earnings and liquidity. In addition, any dislocation or weakness in the capital and credit markets could adversely affect our lenders and could cause one or more of our lenders to be unwilling or unable to provide us with financing or to increase the costs of that financing. In addition, ifsif regulatory capital requirements imposed on our lenders are increased, they may be required to limit, or increase the cost of, financing they provide to us. In general, this could potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or price. Further, as the lender to our borrowers, we may be obligated to fund all or a significant portion of a loan we have agreed to at one or more future dates.

Our counterparties for critical financial relationships may include both domestic and international financial institutions. These institutions could be severely impacted by credit market turmoil, changes in legislation, or allegations of civil or criminal wrongdoing and may as a result experience financial or other pressures. In addition, if a lender or counterparty files for bankruptcy or becomes insolvent, our borrowings under financing agreements with them may become subject to bankruptcy or insolvency proceedings, thus depriving us, at least temporarily, of the benefit of these assets. Such an event could restrict our access to financing and increase our cost of capital. If any of our counterparties were to limit or cease operation, it could lead to financial losses for us.

We attempt to structure our financing such that we minimize the variability between the interest rate of our investments and the interest rate of our financing — financing floating ratefloating-rate investments with floating ratefloating-rate financing and fixed ratefixed-rate investments with fixed ratefixed-rate financing. If such a product is not available to us from our lenders on reasonable terms, we may use hedging instruments to effectively create such a match. For example, in the case of fixed ratefixed-rate investments, we may finance such investments with floating ratefloating-rate financing, but effectively convert all or a portion of the attendant financing to fixed rate using hedging strategies.

The inability to securitize our investments may hurt our performance and our ability to grow our business. At the same time, the securitization of our loans or investments might expose us to losses, as the residual investments in which we do not sell interests may be riskier and more likely to experience losses. Moreover, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, contains a risk retention requirement for all asset-backed securities, which requires both public and private securitizers to retain not less than 5% of the credit risk of the assets collateralizing any asset-backed security issuance. Significant restrictions exist, and additional restrictions may be added in the future, regarding who may hold risk retention interests, the structure of the entities that hold risk retention interests and when and how such risk retention interests may be transferred. Therefore, such risk retention interests will generally be illiquid. As a result of the risk retention requirements, we have,have been, and may in the future,future bebe, required to purchase and retain certain interests in a securitization into which we sell investments and/or, when we act as issuer, may be required to sell certain interests in a securitization at prices below levels that such interests have historically yielded and/or may be required to enter into certain arrangements related to risk retention that we have not historically been required to enter into. Accordingly, the risk retention rules may increase our potential liabilities and/or reduce our potential profits in connection with the securitization of investments. It is likely, therefore, that these risk retention rules will increase the administrative and operational costs of securitizations.

Our operations are highly dependent on our information systems and technology, which are provided and maintained by an outsourced information technology vendor, and we rely heavily on our financial, accounting, treasury, communications and other data processing systems. Such systems may fail to operate properly or become disabled as a result of tampering or a breach of the network security systems or otherwise. In addition, such systems are subject to cyberattacks, including ransomware attacks and social engineering, such as phishing, smishing and vishing, which are continually evolving and will likely continue to increase in sophistication and frequency in the future. Moreover, remote working, including pursuant to our hybrid work model, may be less secure and more susceptible to cyberattacks. Attacks on us and our service providers’ systems could involve, and in some instances have in the past involved, attempts that are intended to obtain unauthorized access to our proprietary information or personal identifying information of our stockholders,; destroy data,data; disable, degrade or sabotage our systems, including through the introduction of computer viruses and other malicious code,code; or divert or steal funds, including by wire fraud and other nefarious means.

Cybersecurity incidents and cyberattacks, denial of service attacks, ransomware attacks, and social engineering attempts (including business email compromise attacks) have been occurring globally at a more frequent and severe level and will likely continue to increase in frequency in the future. There have also 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. 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 us. For example, our information and technology systems, as well as those of other related parties, such as service providers, may be vulnerable to damage or interruption from cybersecurity breaches,breaches; computer viruses or other malicious code,code; network failures,failures; computer and telecommunication failures,failures; infiltration by unauthorized persons and other security breaches,breaches; usage errors by their respective professionals or service providers,providers; power, communications or other service outages; and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Cyberattacks and other security threats could originate from a wide variety of external sources, including cybercriminals, nation state hackers, hacktivists and other outside parties. Cyberattacks and other security threats could also originate from the malicious or accidental acts of insiders.

There has been an increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because we hold a significant amount of confidential and sensitive information. As a result, we may face a heightenedthe risk of a security breachbreaches or disruptiondisruptions with respect to this information. If successful, these types of attacks on our network or other systems could have a material adverse effect on our business and results of operations, due to, among other things, the loss of investor or proprietary data, interruptions or delays in the operation of our business and damage to our reputation. There can be no assurance that measures we take to ensure the integrity of our systems will provide protection, especially because cyberattack techniques used change frequently, may persist undetected over extended periods of time and may not be mitigated in a timely manner to prevent or minimize the impact of an attack.

If unauthorized parties gain access to such information and technology systems, they may be able to steal, publish, delete or modify private and sensitive information, including nonpublic personal information related to stockholders (and their beneficial owners) and material nonpublic information. Although we have implemented, and our service providers may implement, various measures to manage risks relating to these types of events, such systems could prove to be inadequate and, if compromised, could become inoperable for extended periods of time, cease to function properly or fail to adequately secure private information. There also have been several publicized cases of ransomware where hackers have requested ransom payments in exchange for not disclosing client or customer information or restoring access to information technology or communications systems. We do not control the cybersecurity plans and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to us. Breaches such as those involving covertly introduced malware, impersonation of authorized users and industrial or other espionage may not be identified even with sophisticated prevention and detection systems, potentially resulting in further harm and preventing them from being addressed appropriately. The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to stockholders, material nonpublic information and the intellectual property and trade secrets and other sensitive information in our possession. We could be required to make a significant investment to remedy the effects of any such failures, harm to our reputation, legal claims that we may be subjected to, regulatory action or enforcement arising out of applicable privacy and other laws, adverse publicity and other events that may affect our business and financial performance.

Even if we are not targeted directly, cyberattacks on governments, financial markets, financial institutions, or other businesses, including borrowers, vendors, software creators, cybersecurity service providers and other third-partiesthird parties with whom we do business, may occur, and such events could disrupt our normal business operations and networks in the future.

Breaches in security, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our employees’, investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our employees’, investors’, counterparties’ or third-parties’third parties’ operations, which could result in significant losses, increased costs, disruption of our business, liability to our investors and other counterparties, regulatory intervention or reputational damage. Furthermore, if we fail to comply with the relevant laws and regulations or fail to provide the appropriate regulatory or other notifications of a breach in a timely manner, it could result in regulatory investigations and penalties, which could lead to negative publicity and may cause our investors to lose confidence in the effectiveness of our security measures.

A disaster or a disruption in the infrastructure that supports our business, including a disruption involving electronic communications or other services used by us or third-partiesthird parties with whom we conduct business, could have a material adverse impact on our ability to continue to operate our business without interruption. Our disaster recovery programs may not be sufficient to mitigate the harm that may result from such a disaster or disruption. In addition, insurance and other safeguards might only partially reimburse us for our losses, if at all.

We classify our assets for purposes of certain of our subsidiaries’ Section 3(c)(5)(C) exclusion from the Investment Company Act based upon no-action positions taken by the SEC staff and interpretive guidance provided by the SEC and its staff. Based on such guidance, to qualify for the exclusion pursuant to Section 3(c)(5)(C), each such subsidiary generally is required to hold at least (i) 55% of its assets in “qualifying” real estate assets and (ii) 80% of its assets in “qualifying” real estate assets and real estate-related assets. “Qualifying” real estate assets for this purpose include mortgage loans, certain B-notes and certain mezzanine loans that satisfy various conditions as set forth in SEC staff no-action letters and other guidance, and other assets that the SEC staff in various no-action letters and other guidance has determined are the functional equivalent of senior mortgage loans for the purposes of the Investment Company Act. We treat CMBS, B-notes and mezzanine loans that do not satisfy the conditions set forth in the relevant SEC staff no-action letters and other guidance, and debt and equity securities of companies primarily engaged in real estate businesses as real estate-related assets. We note that the SEC staff’s prior no-action positions are based on specific factual situations that may be substantially different from the factual situations we and our subsidiaries may face, and a number of these no-action positions were issued more than twenty20 years ago. There may be no guidance from the SEC staff that applies directly to our factual situations and, as a result, we may have to apply SEC staff guidance that relates to other factual situations by analogy. No assurance can be given that the SEC or its staff will concur with our classification of our assets. In addition, the SEC or its staff may, in the future, issue further guidance that may require us to re-classify our assets for purposes of the Investment Company Act, including for purposes of our subsidiaries’ compliance with the exclusion provided in Section 3(c)(5)(C) of the Investment Company Act. There is no guarantee that we will be able to adjust our assets in the manner required to maintain our exclusion from the Investment Company Act and any adjustment in our strategy or assets could have a material adverse effect on us.

Nonbank companies are generally required to hold licenses in a number of U.S. states to conduct lending and other related activities. State licensing statutes vary from state to state and may prescribe or impose various recordkeeping requirements; restrictions on loan origination, acquisition, enforcement and servicing practices, including limits on finance charges and the type, amount and manner of charging fees; disclosure requirements; requirements that licensees submit to periodic examination; surety bond and minimum specified net worth requirements; periodic financial reporting requirements; notification requirements for changes in principal officers, stock ownership or corporate control; and restrictions on advertising. Obtaining and maintaining licenses cause us to incur expensesexpenses, and failure to be properly licensed under state law or otherwise may have a material adverse effect on us and our operations.

Changes in laws or regulations governing our operations, changes in the interpretation thereof or newly-enactednewly enacted laws or regulations (including laws and regulations having the effect of exempting REITs from the Investment Company Act) and any failure by us to comply with these laws or regulations,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.

We are subject to laws and regulations at the local, state and federal levels. These laws and regulations, as well as their interpretation, may change from time to time and new laws and regulations may be enacted. Accordingly, any change in these laws or regulations, changes in their interpretation 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,practices; negatively impact our operations, cash flow or financial condition,condition; impose additional costs on us or otherwise adversely affect our business.

Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to ESG matters,expectations that could expose us to numerous risks.

Changing rules, regulations and stakeholder expectations regarding corporate governance and public disclosure matters have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations and considering ESG factors in our investment processes.expectations. Statements about any ESG-related initiatives and goals related to environmental, social and governance, or ESG, matters we undertake, and progress against those goals, may be based on 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 goals, or for any revisions to these goals. If we are unable to adequately address such ESG matters or if we fail to achieve progress with respect to our goals within the scope of ESG on a timely basis, or at all, or if we or our borrowers fail or are perceived to fail to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation and our business results. Some investors who use ESG-related factors to guide their investment strategies may find our initiatives or disclosure lacking and choose not to invest in our company.

InOn addition,the other hand, in recent years “anti-ESG”some sentimentgovernmental hasentities gained momentum acrossin the U.S.,U.S. withand severalcertain investor constituencies have objected to ESG initiatives. Several U.S. states and Congress havinghave proposed or enacted “anti-ESG” policies, legislation,policies or legislation opposing ESG initiatives or have issued related legal opinions,opinions. and an executive order targeting diversity, equity and inclusion, or DEI, initiatives in the private sector. Such anti-ESG and anti-DEI-relatedAny policies, legislation, initiatives, litigation, legal opinions, and scrutiny opposing ESG initiatives could result in our Company facing additional compliance obligations, becoming the subject of investigation and enforcement actions, or sustaining reputational harm.

The issuance of additional shares of our common stock, including in connection with our outstanding 7.00% Series A Fixed-to-Floating Cumulative Redeemable Preferred Stock, or our Series A Preferred Stock, or in connection with other future issuances of our common stock or shares of preferred stock or securities convertible or exchangeable into equity securities, may dilute the ownership interest of our existing holders of our common stock. If we decide to issue debt or equity securities which wouldthat rank senior to our common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities. Because our decision to issue additional equity or debt securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future issuances. Also, we cannot predict the effect, if any, of future sales of our common stock, or the availability of shares for future sales, on the market price of our common stock. Sales of substantial amounts of common stock, or the perception that such sales could occur, may adversely affect the prevailing market price for the shares of our common stock. Therefore, holders of our common stock will bear the risk of our future issuances reducing the market price of our common stock and diluting the value of their stock holdings in us.

Some of the provisions of Maryland law and our charter and amended and restated bylaws discussed below could make it more difficult for a third-partythird party to acquire us, even if doing so might be beneficial to our stockholders by providing them with the opportunity to sell their shares at a premium to the then currentthen-current market price.

Issuance of stock without stockholder approval. Our charter authorizes our board of directors, without stockholder approval, to authorize the issuance of up to 450,000,000 shares of common stock and up to 50,000,000 shares of preferred stock. As of December 31, 2024,2025, under our charter, 11,500,000 of the authorized shares of preferred stock are classified as our Series A Preferred Stock. Our charter also authorizes our board of directors, without stockholder approval, to classify or reclassify any unissued shares of common stock and preferred stock into other classes or series of stock and to amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that are authorized by the charter to be issued. Preferred stock may be issued in one or more classes or series, the terms of which may be determined by our board of directors without further action by stockholders. Prior to the issuance of any such class or series, our board of directors will set the terms of any such class or series, including the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption. The issuance of any preferred stock could materially adversely affect the rights of holders of common stock and, therefore, could reduce the value of the common stock. In addition, specific rights granted to future holders of our preferred stock could be used to restrict our ability to merge with, or sell assets to, a third-party.third party. The power of our board of directors to cause us to issue preferred stock could, in certain circumstances, make it more difficult, delay, discourage, prevent or make it costlier to acquire or effect a change in control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-current market price.

Maryland takeover statutes. Certain provisions of the Maryland General Corporation Law may have the effect of inhibiting a third-partythird party from making a proposal to acquire us or of impeding a change in our control under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then prevailing market price of such shares. We are subject to the Maryland Business Combination Act, which, subject to limitations, prohibits certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our then outstanding voting shares or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of our then outstandingthen-outstanding voting shares) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder and, thereafter, imposes special stockholder voting requirements to approve these combinations unless the consideration being received by common stockholders satisfies certain conditions. The statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that an interested stockholder becomes an interested stockholder.

We have not established a minimum distribution payment levellevel, and we cannot assure you of our ability to pay distributions in the future.

We are generally required to distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain, each year for us to qualify as a REIT under the Code, which requirement we currently intend to satisfy through quarterly distributions of at least 90% of our net taxable income in such year, subject to certain adjustments. Although we intend to make regular quarterly distributions to holders of our common stock and we currently expect to distribute at least 90% of our net taxable income to our stockholders on an annual basis, we have not established a minimum distribution payment levellevel, and our ability to pay distributions may be adversely affected by a number of factors, including the risk factors described in this Annual Report on Form 10-K. Any distributions we make to our stockholders will be at the discretion of our board of directors and will depend on our earnings, financial condition, liquidity, debt covenants, maintenance of our REIT qualification, applicable law and such other factors as our board of directors may deem relevant from time to time. We believe that a change in any one of the following factors could adversely affect our results of operations and impair our ability to pay distributions to our stockholders:

Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, gain from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. Also, we may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail an income or asset test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect), we would be subject to tax on the income that does not meet the income test requirements or is generated by assets that do not meet the asset test requirements which could be material. We also may decide to retain net capital gain we earn from the sale or other disposition of our investments and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt,tax exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and seek a refund of such tax on such return. We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets. In addition, our TRS is subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to stockholders.

The ownership limits may have the effect of precluding a change in control of us by a third-party,third party, even if such change in control would be in the best interests of our stockholders or would result in receipt of a premium to the price of our common stock (and even if such change in control would not reasonably jeopardize our REIT status). Any exemptions to the ownership limits that are granted by our board of directors may limit our board of directors’ ability to increase the ownership limit or grant further exemptions at a later date.

Under current law, for taxable years before January 1, 2026, REIT dividends (other than capital gain dividends and qualified dividends) received by non-corporate taxpayers may be eligible for a 20% deduction which, if allowed in full, equates to a maximum effective U.S. federal income tax rate on ordinary REIT dividends of 29.6%. Prospective investors should consult their own tax advisors regarding the effect of this rule on their effective tax rate with respect to REIT dividends.

The present U.S. federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial, or administrative action at any time, which could affect the U.S. federal income tax treatment of an investment in us. The U.S. federal income tax rules dealing with REITs are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury, which results in statutory changes as well as frequent revisions to regulations and interpretations. Several recent proposals have been made that would make substantial changes to the U.S. federal income tax laws generally. We cannot predict whether any of these proposed changes will become law. Future revisions in the U.S. federal tax laws and interpretations thereof may affect or cause us to change our investments and commitments, and affect the tax considerations of an investment in us.

Any such revisions could have an adverse effect on an investment in our securities or on the market value or the resale potential of our assets. Stockholders are urged to consult with their tax advisor with respect to the impact of such revisions on their investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares. Although REITs generally receive certain tax advantages compared to entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. Our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the vote of our stockholders. Our board of directors has duties to us and could only cause such changes in our tax treatment if it determines in good faith that such changes are in our best interest.

Our taxable income may substantially exceed our net income as determined based on GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash, or between the recognition of a taxable deduction and the actual payment of cash, may occur. For example, we may acquire assets, including debt securities requiring us to accrue original issue discount, or OID, or recognize market discount income, that generate taxable income in excess of economic income or in advance of the corresponding cash flow from the assets, which is referred to as “phantom income.” In addition, if a borrower with respect to a particular debt instrument encounters financial difficulty rendering it unable to pay stated interest as due, we may nonetheless be required to continue to recognize the unpaid interest as taxable income, with the effect that we will recognize income but will not have a corresponding amount of cash available for distribution to our stockholders. Finally, we may be required, under the terms of indebtedness,indebtedness that we incurincur, to use cash received from interest payments to make principal payments on that indebtedness, with the effect of recognizing income but not having a corresponding amount of cash available for distribution to our stockholders.

Securitizations could result in the creation of taxable mortgage pools for federal income tax purposes. As a REIT, so long as we own 100% of the equity interests in a taxable mortgage pool, we generally would not be adversely affected by the characterization of the securitization as a taxable mortgage pool. However, we would be precluded from selling equity interests in these securitizations to outside investors, or selling any debt securities issued in connection with these securitizations that might be considered to be equity interests for tax purposes. Certain categories of stockholders such as foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and certain tax-exempt stockholders that are subject to unrelated business income tax, could be subject to increased taxes on a portion of their dividend income from us that is attributable to “excess inclusion income.” In addition, to the extent that our stock is owned by tax-exempt “disqualified organizations,” such as certain government-related entities and charitable remainder trusts that are not subject to tax on unrelated business income, we may incur a corporate levelcorporate-level tax on a portion of our income from the taxable mortgage pool. In that case, we may reduce the amount of our distributions to pay the tax on any “excess inclusion income” ourselves. These limitations may prevent us from using certain techniques to maximize our returns from securitization transactions.

In order to control better, and to attempt to avoid, any distribution of “excess inclusion income” to our stockholders, a subsidiary REIT of ours currently owns 100% of the equity interests in each taxable mortgage pool created by our securitizations. While we believe that we have structured our securitizations such that the above taxes would not apply to our stockholders with respect to taxable mortgage pools held by our subsidiary REIT, our subsidiary REIT is in part owned by a TRS of ours, which will pay corporate levelcorporate-level tax on any income that it may be allocated from the subsidiary REIT. In addition, our subsidiary REIT is required to satisfy, on a stand-alone basis, the REIT asset, income, organizational, distribution, stockholder ownership and other requirements described above, and if it were to fail to qualify as a REIT, then (i) our subsidiary REIT would face adverse tax consequences similar to those described above with respect to our qualification as a REIT and (ii) such failure could have an adverse effect on our ability to comply with the REIT income and asset tests and thus could impair our ability to qualify as a REIT unless we could avail ourselves of certain relief provisions.

Granite Point Mortgage Trust Inc. is an internally-managedinternally managed real estate finance company that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments. Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “GPMTGPMT.”. Our investment objective is to preserve our stockholders’ capital while generating attractive risk-adjusted returns over the long term, primarily through dividends derived from current income produced by our investment portfolio. We operate as a REIT, as defined under the Code. We also operate our business in a manner intended to maintain our exclusion from registration under the Investment Company Act. We operate our business as one segment.

The year ended December 31, 2024,2025, was characterized by continued volatility in the global securities markets,markets. Volatility was likely driven by investor concerns over tariffs, inflation, elevated interest rates, escalating trade tensions, slowing economic growth, political and regulatory uncertainty and geopolitical conditions. EventsDuring affectingthe year, financial institutions duringwere theaffected yearby certain events which also contributed to volatility in global markets andvolatility, diminished liquidity and credit availability.

InterestDuring 2025, the Federal Reserve reduced interest rates remainthree attimes anby elevated25 levelbasis andpoints, although the timing, direction and extent of any future interest rate changes remain uncertain.uncertain Althoughand interest rates remained at an elevated level. Absent other factors, our business model is such that higher interest rates should, all else being equal,should generally correlate to higher net income,interest income. However, interest rates havinghave remained elevated for an extended period of time havetime, adversely affected, and may continue to adversely affect,affecting our existing borrowers and the cost of financing their propertiesproperties. Continued higher interest rates may further impact our borrowers and lead to non-performance.non-performance, Additionally,as higherwell interest rates and increasing costs mayas dampen consumer spending and slow corporate profit growth, which may negatively impact the collateral underlying certain of our loans. Higher interest rates have adversely impacted, and may continue to adversely impact, commercial real estate property values. It remains difficult to predict the full impact of recent events, interest rate fluctuation, and inflation on macroeconomic conditions and our business of recent events and any future changes in interest rates or inflation.business.

The office property market has been experiencingexperienced higher vacancies, slower leasing activityactivity, and varioustenant tenantsreevaluation re-evaluating their need forof space needs since early 2020, largely due in large part to remote and hybrid work arrangements. These factors coupled with tariffs, inflation, elevated interest rates and limited market liquidity have created a high level of uncertainty with respect to property values. These dynamics have stressed certain borrowers’ ability and willingness to support their properties and perform in accordance with the terms of their loans.loan terms. Given this uncertainty, it remains difficult to predict the effect these challenging conditions may have on the office property market, our borrowers, their performance under the terms of our loans secured by office properties and our financial results.

•Generated Distributable Earnings (Loss) to common stockholders of $(143.994.6) million, or $(2.851.98) per basic common share, which includes $(146.380.5) million in write-offswrite-offs, and $8.8$0.4 million in recoveries of amounts previously written off,off and $(7.6) million of accumulated depreciation and amortization related to an REO sale, and excludes the $(201.427.5) million in provision for credit losses, $(6.6) million of non-cash equity compensation expense andexpense, $(6.37.8) million of non-cash depreciation and amortization on REO and $(6.8) million of impairment loss on REO.

•Recorded ana increasedecrease to the allowance for credit losses of $63.9$(52.6) million, for a total allowance of credit losses of $201.0$148.4 million, or approximately 9.2%8.4% of total loan commitments of $2.2$1.8 billion at December 31, 2024.2025.

•Realized $(727.1468.7) million ofin totalaggregate UPBreductions in unpaid principal balance from loan repayments, principal paydowns, principal amortization, cost recovery,recoveries sales,and resolutions andincluding write-offs.

•Acquired as REO through a negotiated transactiondeed-in-lieu of foreclosure the title to an office property located in Miami Beach, FL, with a carrying value at closing of $35.7$72.5 million.

As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share presented on a GAAP basis, dividends declared on common stock, Distributable Earnings and book value per share of common stock. For the year ended December 31, 2024,2025, we recorded a GAAP net (loss) per basic common share of $(4.391.16), declared a cash dividenddividends of $0.30$0.20 per share of common stock and reported Distributable (lossLoss) of $(2.851.98) per basic common share. Our book value as of December 31, 2024,2025, was $8.47$7.29 per share of common stock, inclusive of $(4.123.12) per share of total CECL reserves.

While Distributable Earnings (Loss) excludes the impact of the unrealized non-cash current provision for credit losses, we expect to only recognize such potential credit losses in Distributable Earnings (Loss) if and when such amounts are deemed non-recoverable. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected. The realized loss amount reflected in Distributable Earnings (Loss) will equal the difference between the cash received, or expected to be received, and the carrying value of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the loan. During the years ended December 31, 2024,2025, and 2023,2024, we recorded a provision for credit losses of $(201.427.5) million and $(104.8201.4) million, respectively, which has been excluded from Distributable Earnings (Loss), consistent with other unrealized gains (losses) and other non-cash items pursuant to our existing policy for reporting Distributable Earnings (Loss) referenced above. During the years ended December 31, 2024,2025 and 2023,2024, we recorded $(6.37.8) million and $(3.46.3) million, respectively, in depreciation and amortization on REO and related intangibles, which has been excluded from Distributable Earnings (Loss) consistent with other unrealized gains (losses) and other non-cash items pursuant to our existing policy for reporting Distributable Earnings (Loss) referenced above. During the year ended December 31, 2025, we recorded an impairment loss on real estate owned of $(6.8) million, which has been excluded from Distributable Earnings (Loss) consistent with other unrealized gains (losses) and other non-cash items pursuant to our existing policy for reporting Distributable Earnings (Loss) referenced above. No impairment loss on real estate owned was recorded during the year ended December 31, 2024.

We believe it is useful to our stockholders to present Distributable Earnings (Loss) Before Realized Gains and Losses, a non-GAAP measure, to reflect our run-rate operating results as (i) our operating results are mainly comprised of net interest income earned on our loan investments net of our operating expenses, which comprise our ongoing operations, (ii) it helps our stockholders in assessing the overall run-rate operating performance of our business, and (iii) it has been a useful reference related to our common dividend as it is one of the factors wemanagement and our Boardboard of Directorsdirectors consider when declaring the dividend.board declares dividends. We believe that our stockholders use Distributable Earnings (Loss) and Distributable Earnings (Loss) Before Realized Gains and Losses, or a comparable supplemental performance measure, to evaluate and compare the performance of our company and our peers.

Interest-earning assets include our 100% loan investment portfolio. At December 31, 2024,2025, our loan portfolio was comprised of 5443 investments, of which 5342 were senior first mortgage loans totaling $2.2$1.8 billion of commitments with an unpaid principal balance of $2.1$1.7 billion, and one subordinatedsubordinate loan totaling $13.2$13.0 million in commitments and unpaid principal balance. At December 31, 2024,2025, the weighted average risk rating of our loan portfolio was 3.12.9 as compared to 2.83.1 at December 31, 2023,2024, weighted by total unpaid principal balance.

We may hold REO as a result of taking title to a loan’s collateral. As of December 31, 2024,2025, we ownedheld two REO office properties with an aggregate carrying value of $52.4$98.0 million, inclusive of $9.8 million$13.3 of intangible and other assets included in other assets and $(0.27.4) million of unfavorable and other lease liabilities in our Consolidated Balance Sheets.

During the year ended December 31, 2024,2025, we funded $57.150.7 million under existing loan commitmentscommitments, loan upsizes, deferred capitalized interest and loanother upsizes.investments. We realized $727.1$(468.7) million in aggregate reductions in portfolio unpaid principal balance from loan repayments, principal paydowns, amortizationprincipal amortization, cost recoveries and resolutions.resolutions including write-offs. See Note 3 -— Loans Held-for-Investment, Net of Allowance for Credit Losses to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further detail.

The following table provides detail of our loan held-for-investment portfolio as of December 31, 20242025:

(1)“Senior” means a loan primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans.loans and other investments.

(8)During the year ended December 31, 2024, we completedCompleted a modification with an effective date of July 12, 2024, that included an adjustment in rate to a fixed rate coupon rate of 5.75%, adjusted from a floating rate coupon of S+3.40%.

We actively manage each loan investment from closing and initial funding through final repayment and assess the risk of credit deterioration by quarterly evaluating the performance of the underlying collateral properties. We also evaluate the macroeconomic environment, prevailing real estate fundamentals and local property market dynamics. Typically, our loan documents allow us, among other things, to receive regular property, borrower and guarantor financial statements; approve annual budgets and major tenant leases; and enforce loan covenants and remedies. In addition, we work with a leading commercial real estate loan servicer, which provides us with a fully-dedicatedfully dedicated and experienced team to increase efficiency and leverage our internal resources in servicing and asset managing our loan investments. Our internal team retains authority on all asset management decisions.

As of December 31, 2024,2025, the weighted average risk rating of our loan portfolio was 3.1,2.9, versus 2.83.1 as of December 31, 2023,2024, weighted by unpaid principal balance. The change in the weighted average portfolio risk rating versus December,December 31, 2023,2024, is mainly a result of select loan risk rating downgrades partially offset by certain loan risk rating upgrades, repayments and resolutions of severalfive previously risk-rated “5” loans.

As of December 31, 2024,2025, we had sevenfour loans that had a risk rating of “5” with an aggregate principal balance of $453.3$248.7 million, for which we recorded an allowance for credit losses of $154.7$104.5 million. These sevenfour loans were on nonaccrual status as of December 31, 2024.2025. The performance of these assets, which include fourone office buildings,building, one mixed-useretail property with an office component,property, one hotel assetproperty and one multifamily property, has been adversely affected to varying degrees by many factors, such as slower pace in leasing activity for office properties, related to work from home trendsproperties and other submarket dynamics, combined with a significant rise in interest ratesrates, contributing to a meaningful reduction in real estate transaction activity, capital markets volatility and limited market liquidity affecting property values and these borrowers’ ability to either sell or refinance their loans, and other property specificproperty-specific factors. During the year ended December 31, 2024, four of these loans were downgraded to a risk rating of “5”, including two office loans, one hotel loan, and one multifamily loan. These loans were downgraded due to the borrowers’ unwillingness to make further capital commitments to support the collateral properties resulting from a variety of factors including the challenging office leasing environment, local market fundamentals, uncertain and volatile capital market conditions resulting in limited liquidity for real estate transactions, further pressure on property values and other factors related to property specific operating performance. These loans are considered collateral dependent and have been placed on nonaccrual status as of December 31, 2024.2025.

Loan modifications and amendments are commonplace in the transitional lending business. We may amend or modify a loan depending on the loan’s specific facts and circumstances. These loan modifications may include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loanloan’s maturity,maturity date, and/or deferral of scheduled payments. In exchange for a modification, we often receive a partial repayment of principal, an accrual of deferral interest for a portion of interest due, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection, and/or an increase in the loan coupon or additional loan fees.

InDuring Novemberthe 2024,year ended December 31, 2025, we completed the modification of a first mortgagesenior loan secured by aan multifamily student housingoffice property located in Louisville,Encino, KY.CA. As of December 31, 2024,2025, and December 31, 2023,2024, the loan had a principal balance of $50.0$45.0 million and $48.5$42.4 million, respectively, and an amortized cost of $49.8$44.8 million and $48.3$42.2 million, respectively. The terms of the modification included, among other things, (i) a 12-monthtwo-year extension of the fully-extendedfully extended maturity date to NovemberOctober 9, 2025, the full deferral of debt service payments with interest capitalized2028; and compounding,(ii) thea deferral$3.8 million upsizing of the extensiontotal feecommitment andof the agreementloan. Additionally, we made a $1.6 million non-controlling preferred equity investment in a limited liability company, or LLC, that is the borrower of the senior loan with an initial redemption date of October 9, 2026, which is determined by the maturity date of the associated senior loan. We may invest up to payan foradditional approved$2.0 expenses,million in itsthe solepreferred discretion.equity investment. The preferred equity investment will earn a deferred preferred return, which carries an accrual rate of 12%. Due to the uncertainty with respect to theof collection of futureany interestpreferred accruals,equity investment accrued amounts, we are not accruing any income on the loanpreferred wasequity placedinvestment. onThe nonaccrualpreferred statusequity asinvestment ofis November 9, 2023included in conjunctionour withconsolidated abalance previoussheets modification.within loans held-for-investment. The senior loan was performing pursuant to its modified contractual terms and accruing interest income on the consolidated statements of income as of December 31, 2024.2025.

During the twelve monthsyear ended December 31, 2024,2025, we completed the modification of a first mortgagesenior loan secured by a mixed-use multifamily, event space and officehotel property located in Pittsburgh,Minneapolis, PA.MN. As of December 31, 2024,2025, and December 31, 2023,2024, the loan had a principal balance of $32.0$38.0 million and $51.1$52.6 million, respectively, and an amortized cost of $30.3$38.0 million and $49.9$52.7 million, respectively. The terms of the modification included, among others,other things, (i) a newthree-year $2.0extension million capital infusion fromof the sponsorfully extended maturity date to furtherMay support9, the2028, collateralwith propertyone 12-month option to extend to May 9, 2029; (ii) a restructuring of the $51.0 million whole loan into a $32.0 million senior loan, with a $7.0 million unfunded commitment,note and a $19.0subordinate million mezzanine note. The restructured senior loan earns a fixed rate coupon rate of 5.75%, adjusted from a floating rate coupon of S+3.40%, has an exit feenote that was increasedimmediately fromcharged 1.25%off; toand 5.75%(iii) an accrued pay spread. As a result of the loanmodification, amount,we and was extended to July 9, 2027. The mezzanine note is non-interest bearing and is subject to a distribution waterfall and is subordinate to certain amounts of the sponsor’s equity, as defined in the loan agreement. As of September 30, 2024, the mezzanine note was deemed uncollectible, resulting inrecognized a write-off of approximately $(19.015.4) million.million, which had been reserved for through a previously recorded allowance for credit losses. The loansenior note was performing pursuant to its modified contractual terms as of December 31, 2024.2025.

As of December 31, 2024,2025, our portfolio financing consisted of repurchase andfacilities, secured credit facilities and a mortgage loan payable collateralized by loans held-for-investment and REO, and securitized debt obligations collateralized by pools of loans held-for-investment issued in CRE CLOs. Our non-mark-to-market financing sources accounted for approximately 59.4%62.6% of portfolio loan-level financing as of December 31, 2024.2025.

The following table details our portfolio loan-level financing as of December 31, 2024,2025, and December 31, 20232024:

The following table summarizes assets at carrying values that served as collateral for the future payment obligations of the repurchase facilities, the asset-specificsecured financingcredit facility, the termmortgage financingloan facility, the secured credit facilitypayable and the CRE CLOs as of December 31, 2024,2025, and December 31, 20232024:

(1)As of December 31, 2023,2025, real estate owned, net included $3.6$5.9 million in other assets and liabilities related to acquired leases.liabilities.

The past several quarters have been characterized by continued volatility in the global securities markets. Volatility was likely driven by investor concerns over the ongoing military conflicts in the Middle East, tariffs, inflation, interest rates, escalating trade tensions, slowing economic growth, political and regulatory uncertainty and geopolitical conditions. During the quarter, financial institutions were affected by certain events which also contributed to global markets volatility, diminished liquidity and credit availability.

FirstSecond Quarter 2026 Activity

•Generated Distributable (Loss) to common stockholders of $(3.037.7) million, or $(0.060.79) per basic share, which excludesincludes $0.2$(29.7) million in benefitwrite-offs fromand $(3.1) million in discounts on participations sold and excludes $(47.0) million in provision for credit losses, $(0.96.1) million of equityimpairment compensationloss expenseon andREO, $(2.0) million of depreciation and amortization on REO.REO, $(1.1) million of equity compensation expense and $(0.9) million of amortization of deferred debt issuance costs on participations sold.

•Recorded an increase to the allowance for credit losses of $0.1$17.3 million, for a total allowance of credit losses of $148.5$165.8 million, or approximately 9.4%11.4% of total loan commitments of $1.6$1.5 billion at MarchJune 31,30, 2026.

•Book value per share of common stock at MarchJune 31,30, 2026, was $7.05,$5.70, inclusive of $(3.103.44) per basic common share of total CECL reserve.

•Realized $(189.4129.8) million of total unpaid principal balance inreduction from loan repayments, loan sales,resolutions, principal paydowns, principal amortization and cost recovery.

•At MarchJune 31,30, 2026, carried unrestricted cash of $43.6$58.5 million, a portion of which is subject to certain liquidity covenants.

As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share presented on a GAAP basis, dividends declared on common stock, Distributable Earnings and book value per share of common stock. ForDuring the three months ended MarchJune 31,30, 2026, we recorded a GAAP net (loss) per basic common share of $(0.131.29), declared cash dividends of $0.050.05 per share of common stock and reported Distributable (Loss) of $(0.060.79) per basic common share. Our book value as of MarchJune 31,30, 2026, was $7.05$5.70 per share of common stock, inclusive of $(3.103.44) per share of total CECL reserves.

As further described below, Distributable Earnings is a “non-GAAP financial measure.” We use Distributable Earnings 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 is a performance metric wemanagement and our board of directors consider, along with other measures, when declaringthe board declares our common stock dividends.

The following table sets forth the calculation of basic and diluted earnings (loss) per share and dividends declared per share for the three and six months ended MarchJune 31,30, 2026, and 2025:

While Distributable Earnings (Loss) excludes the impact of the unrealized non-cash current provision for credit losses, we expect to only recognize such potential credit losses in Distributable Earnings (Loss) if and when such amounts are deemed non-recoverable. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected. The realized loss amount reflected in Distributable Earnings (Loss) will equal the difference between the cash received, or expected to be received, and the carrying value of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the loan. During the three months ended March 31, 2026, and 2025, we recorded a (benefit from) provision for credit losses of $(0.2) million and $3.8 million, respectively, which has been excluded from Distributable Earnings (Loss), consistent with other unrealized gains (losses) and other non-cash items pursuant to our existing policy for reporting Distributable Earnings (Loss) referenced above. During the three months ended March 31, 2026, and 2025, we recorded $(2.0) million and $(1.4) million, respectively, in depreciation and amortization on REO and related intangibles, which has been excluded from Distributable Earnings (Loss) consistent with other unrealized gains (losses) and other non-cash items pursuant to our existing policy for reporting Distributable Earnings (Loss) referenced above.

The following table provides a reconciliation of GAAP net (loss) attributable to common stockholders to Distributable Earnings (Loss) Before Realized Gains and Losses and Distributable Earnings (Loss) for the three and six months ended MarchJune 31,30, 2026, and 2025:

The following table provides the calculation of our book value per share of common stock as of MarchJune 31,30, 2026, and December 31, 2025:

Book value per share as of MarchJune 31,30, 2026, includes the impact of an estimated allowance for credit losses of $148.5$165.8 million, or $(3.103.44) per common share. See Note 3 – Loans Held-for-Investment, Net of Allowance for Credit Losses to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a detailed discussion of allowance for credit losses.

Interest-earning assets include our 100% loan investment portfolio. At MarchJune 31,30, 2026, our loan portfolio was comprised of 4038 investments, all of which were senior first mortgage loans totaling $1.6$1.5 billion of commitments with an unpaid principal balance of $1.5$1.4 billion. At MarchJune 31,30, 2026, the weighted average risk rating of our loan portfolio was 3.2 as compared to 2.9 at December 31, 2025, weighted by total unpaid principal balance.

We may hold REO as a result of taking title to a loan’s collateral. As of MarchJune 31,30, 2026, we held two REO office propertiesproperties, one REO, held-for-investment with an aggregate carrying value of $98.2$35.8 million, inclusive of $12.3$5.9 million of intangible and other assets included in other assets and $(7.40.1) million of unfavorable and other lease liabilities in our Condensedcondensed Consolidatedconsolidated Balancebalance Sheets.sheets and one REO held-for-sale with an aggregate carrying value of $54.9 million, inclusive of $7.3 million of REO liabilities, held-for-sale in our condensed consolidated balance sheets.

During the three months ended MarchJune 31,30, 2026, we funded $14.3$8.0 million under existing loan commitments, loan upsizes, deferred capitalized interest and other investments. We realized $(189.4129.8) million in aggregate reductions in portfolio unpaid principal balance from loan repayments,repayments loanand sales,resolutions, principal paydowns, principal amortization and cost recoveries. See Note 3 — Loans Held-for-Investment, Net of Allowance for Credit Losses to our Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further detail.

The following table details our loan activity by unpaid principal balance for the three months ended MarchJune 31,30, 2026, and 2025:

(1)Includes $1.4$2.3 million in fundings of other investments classified as loans held-for-investment during the three months ended MarchJune 31,30, 2026.

The following table details overall statistics for our loan portfolio as of MarchJune 31,30, 2026:

The following table provides detail of our loanloans held-for-investment portfolio as of MarchJune 31,30, 2026:

_____________________ (1)“Senior” means a loan primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans and other investments.

(7)Loan was held on nonaccrual status as of MarchJune 31,30, 2026.

(9)As of MarchJune 31,30, 2026, the loan was in maturity default.

(10)Includes total other investments of $4.2$5.5 million, inclusive of a $3.6$4.9 million unsecured loan with a fixed rate of 11% deferred until maturity, and $0.6 million of equity interest with a 35% residual return, in the borrower entity of the senior loan. The other investment balance is on nonaccrual status as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, the maturity date is December 9, 2026, which is determined by the maturity date of the associated senior loan.

(1311)Includes a preferred equity investment of $1.7$2.8 million with a fixed rate of 12%11% deferred until maturity and a 40%35% residual return in the borrower entity of the senior loan. The preferred equity balance is on nonaccrual status as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, the maturity date is October 9, 2026, which is determined by the maturity date of the associated senior loan.

The map and charts below, weighted by amortized cost and carrying value, respectively, illustrate the geographic distribution and types of properties securing our loan portfolio as of MarchJune 31,30, 2026:

The following table allocates the unpaid principal balance and the carrying value balances based on our internal risk ratings as of MarchJune 31,30, 2026, and December 31, 2025:

As of MarchJune 31,30, 2026, the weighted average risk rating of our loan portfolio was 3.2, versus 2.9 as of December 31, 2025, weighted by unpaid principal balance. The change in the weighted average portfolio risk rating versus December 31, 2025, is mainly a result of select loan downgrades, two loan repayments with a risk rating of “1” and one loan sale with a risk rating of “1” during the three and six months ended MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, we had five loans that had a risk rating of “5” with an aggregate principal balance of $264.7$252.9 million, including one loan downgraded to a risk rating of “5” during the three months ended MarchJune 31,30, 2026. These five loans were on nonaccrual status as of MarchJune 31,30, 2026. The performance of these assets, which include onetwo office building, one retail property,buildings, two hotel properties and one multifamily property, has been adversely affected to varying degrees by many factors, such as slower pace in leasing activity for office properties and other submarket dynamics, combined with a significant rise in interest rates, contributing to a meaningful reduction in real estate transaction activity, capital markets volatility and limited market liquidity affecting property values and these borrowers’ ability to either sell or refinance their loans, and other property-specific factors.

During the 12 months ended MarchJune 31,30, 2026, we entered into the following four loan modifications that met the disclosure requirements pursuant to ASC 326.

During the three months ended MarchJune 31,30, 2026, we completed the modification of a senior loan secured by an office property located in New York, NY, and the related unsecured note andpreferred equity interest classified as loans held-for-investment. As of MarchJune 31,30, 20262026, and December 31, 2025, the senior loan had a principal balance and amortized cost of $69.2$29.2 million and $69.1$29.5 million, respectively. The terms of the senior loan modification included, among other things, a 1-yearsix-month extension of the fully-extended maturity date to DecemberOctober 9, 2026, with one 12-month optionoptions to further extend the loan to Decembera fully extended maturity date of April 9, 2027. The modification of the unsecured note andpreferred equity interest included, among other things, (i) a 1-year extension of the fully-extended maturity date to December 9, 2026, with one 12-month option to extend to December 9, 2027, (ii) a $4.8$1.6 million upsizing of the total commitment of the unsecured note,commitment, and (iiiii) an increase in the residual return from 30% to 35%. The preferred equity earns an 11% deferred preferred return and a $0.135% millionresidual investment in exchange for an additional equity interest of 5%. The unsecured note earns deferred interest, which carries an accrual rate of 11%.return. Due to the uncertainty of collection of any unsecuredpreferred note interest,return, we are not accruing any income on the unsecuredpreferred note.equity interest. As of MarchJune 31,30, 2026, the senior loan, unsecured noteloan and preferred equity interest had an aggregate principal balance and amortized cost of $73.4$32.1 million.million and $32.0 million, respectively. The senior loan was performing pursuant to its modified contractual terms and accruing interest income on the consolidated statements of income as of MarchJune 31,30, 2026.

During the three months ended SeptemberJune 30, 2025,2026, we completed the modification of a senior loan secured by a hotel property located in Tempe, AZ. As of MarchJune 31,30, 2026, and December 31, 2025, the loan had a principal balance of $27.3$27.5 million and $26.9 million, respectively, and an amortized cost of $27.3$27.6 million and $26.9 million, respectively. The terms of the modification included, among other things,things: (i) an extension of the fully extended maturity date to MayNovember 9, 2026;2026, with one three-month option to extend to February 9, 2027, and (ii) a $2.5$2.1 million upsizing of the total commitment of the loan, resulting in an aggregate $3.7$4.6 million upsizing of the total commitment when considering other modifications occurring during the 12 months ended MarchJune 31,30, 2026. Due to the uncertainty with respect to the collection of future principal and interest, the loan was previously deemed collateral dependent, assigned a risk rating of “5” and was placed on nonaccrual status. The senior loan was performing pursuant to its modified contractual terms as of MarchJune 31,30, 2026.

During the three months ended JuneDecember 30,31, 2025, we completed the modification of a senior loan secured by aan hoteloffice property located in Minneapolis,Encino, MN.CA. As of MarchJune 31,30, 2026, and December 31, 2025, the senior loan had a principal balance of $39.4$43.8 million and $38.0$43.4 million, respectively, and an amortized cost of $39.4$43.7 million and $38.0$43.2 million, respectively. The terms of the modification included, among other things, (i) a three-yeartwo-year extension of the fully extended maturity date to MayOctober 9, 2028, with one 12-month option to extend to May 9, 2029;and (ii) a restructuring$3.8 million upsizing of the loantotal into a senior note and a subordinate note that was immediately charged off; and (iii) an accrued pay spread. As a resultcommitment of the modification,loan. Additionally, we recognizedmade a write-off$1.6 million non-controlling preferred equity investment in a limited liability company, or LLC, that is the borrower of approximatelythe $(15.4)senior million,loan with an initial redemption date of October 9, 2026, which hadis beendetermined reservedby forthe throughmaturity date of the associated senior loan. We may invest up to an additional $2.0 million in the preferred equity investment. The preferred equity investment will earn a previouslydeferred recordedpreferred allowancereturn, forwhich creditcarries losses.an accrual rate of 12%. Due to the uncertainty of collection of any preferred equity investment accrued amounts, we are not accruing any income on the preferred equity investment. The preferred equity investment is included in our consolidated balance sheets within loans held-for-investment. As of June 30, 2026, the senior loan and preferred equity investment had an aggregate principal balance of $45.6 million and an aggregate amortized cost of $45.5 million. The senior noteloan was performing pursuant to its modified contractual terms and accruing interest income on the consolidated statements of income as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, our portfolio financing consisted of repurchase facilities, secured credit facilities andfacilities, a mortgage loan payable collateralized by loansREO, held-for-investmentheld-for-investment, andloan REO,participations sold and securitized debt obligations collateralized by pools of loans held-for-investment issued in CRE CLOs. Our non-mark-to-market financing sources accounted for approximately 64.3%67.2% of portfolio loan-levelportfolio-level financing by principal balance as of MarchJune 31,30, 2026.

The following table details our portfolio financing as of MarchJune 31,30, 2026, and December 31, 2025:

The following table summarizes assets at carrying values that served as collateral for the future payment obligations of the repurchase facilities, the secured credit facility, the mortgage loan payablepayable, loan participations sold and the CRE CLOs as of MarchJune 31,30, 2026, and December 31, 2025:

(1)As of MarchJune 31,30, 2026, real estate owned, held-for-investment, net included $5.0$5.8 million in other assetsassets, andnet of other liabilities.

As of MarchJune 31,30, 2026, we had repurchase facilities in place with three counterparties with aggregate outstanding borrowings of $0.3 billion, which financed a portion of our loans held-for-investment and real estate owned.owned, held-for-sale. As of MarchJune 31,30, 2026, the weighted average borrowing rate on our repurchase facilities was 6.1%,6.0%, the weighted average advance rate was 54.5%,53.8%, and the term to maturity ranged from approximately 0.070.1 years to approximately 0.331.0 years, with a weighted average remaining maturity of 0.30.4 years.

The table below details our secured repurchase facilities as of MarchJune 31,30, 2026:

(2)Unused capacity is not committed as of MarchJune 31,30, 2026.

(3)Collateral value includes real estate ownedowned, held-for-sale with a carrying value of $61.9$54.9 million.

(4)Subsequent to MarchJune 31,30, 2026, we exercisedentered aninto optionmodifications of the facility to extend the maturity date to AprilJuly 26,28, 2027.2028 and increase the maximum facility capacity to $651.0 million.

We have financed certain pools of our loans through the issuance of CRE CLOs. At MarchJune 31,30, 2026, we held two outstanding CRE CLOs: GPMT 2021-FL4 and GPMT 2021-FL3, totaling $0.5 billion of outstanding borrowings, financing 2422 of our existing senior loan investments with an aggregate principal balance, inclusive of restricted cash, totaling $0.7 billion. As of MarchJune 31,30, 2026, our CRE CLOs financed 47.4%46.4% of our total loan portfolio principal balance on a term-matched, non-recourse and non-mark-to-market basis with attractive cost of funds.

The following table details our CRE CLO securitized debt obligations as of MarchJune 31,30, 2026: