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What changed in BLACKSTONE MORTGAGE TRUST, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BLACKSTONE MORTGAGE TRUST, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+867 added−489 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-12)

Top changes in BLACKSTONE MORTGAGE TRUST, INC.'s 2025 10-K

867 paragraphs added · 489 removed · 333 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

35 edited+15 added−17 removed28 unchanged
Biggest changeIn addition to our current mix of financing sources, we also may access additional forms of financings including resecuritizations and public and private, secured and unsecured debt issuances by us or our subsidiaries. 6 During the year ended December 31, 2024, we (i) borrowed an additional $650.0 million under our term loan facilities with an interest rate of SOFR plus 3.75% and maturity in 2028, (ii) issued $450.0 million of 7.75% senior secured notes due 2029, or the senior secured notes due 2029, (iii) increased the size of one of our existing secured credit facilities by $100.0 million, (iv) terminated two of our existing credit facilities, resulting in a reduction in our aggregate borrowing capacity by $650.0 million, and (v) repaid a net $3.3 billion under our portfolio financings, resulting in an aggregate $3.7 billion reduction in our portfolio and corporate financings during the year.
Biggest changeDuring the year ended December 31, 2025 , we (i) issued a $1.0 billion CLO securitization, (ii) increased our aggregate borrowing capacity by $414.0 million as a result of closing two new secured credit facilities, increasing the size of one of our existing secured credit facilities, and terminating one of our existing secured credit facilities, and (iii) borrowed an additional $91.0 million under our term loan facilities while reducing the weighted-average spread and extending the weighted-average maturity.
Investment Guidelines Our board of directors has approved the following investment guidelines: • we shall seek to invest our capital in a broad range of investments in, or relating to, public and/or private debt, non-controlling equity, loans and/or other interests (including “mezzanine” interests and/or options or derivatives related thereto) relating to real estate assets (including pools thereof and equity interests in net lease assets), real estate companies, and/or real estate-related holdings; • prior to the deployment of capital into investments, we may cause our capital to be invested in any short-term investments in money market funds, bank accounts, overnight repurchase agreements with primary federal reserve bank dealers collateralized by direct U.S. government obligations and other instruments or investments reasonably determined to be of high quality; • not more than 25% of our equity, as defined in the Management Agreement, will be invested in any individual investment without the approval of a majority of the investment risk management committee of our board of directors (it being understood, however, that for purposes of the foregoing concentration limit, in the case of any 7 investment that is comprised (whether through a structured investment vehicle or other arrangement) of securities, instruments or assets of multiple portfolio issuers, such investment for purposes of the foregoing limitation shall be deemed to be multiple investments in such underlying securities, instruments and assets and not such particular vehicle, product or other arrangement in which they are aggregated); • any investment in excess of $350.0 million shall require the approval of a majority of the investment risk management committee of our board of directors; • no investment shall be made that would cause us to fail to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code; and • no investment shall be made that would cause us or any of our subsidiaries to be regulated as an investment company under the Investment Company Act.
Investment Guidelines Our board of directors has approved the following investment guidelines: • we shall seek to invest our capital in a broad range of investments in, or relating to, public and/or private debt, non-controlling equity, loans and/or other interests (including “mezzanine” interests and/or options or derivatives related thereto) relating to real estate assets (including pools thereof and equity interests in net lease assets), real estate companies, and/or real estate-related holdings; • prior to the deployment of capital into investments, we may cause our capital to be invested in any short-term investments in money market funds, bank accounts, overnight repurchase agreements with primary federal reserve bank dealers collateralized by direct U.S. government obligations and other instruments or investments reasonably determined to be of high quality; • not more than 25% of our equity, as defined in the Management Agreement, will be invested in any individual investment without the approval of a majority of the investment risk management committee of our board of directors (it being understood, however, that for purposes of the foregoing concentration limit, in the case of any investment that is comprised (whether through a structured investment vehicle or other arrangement) of securities, instruments or assets of multiple portfolio issuers, such investment for purposes of the foregoing limitation shall be deemed to be multiple investments in such underlying securities, instruments and assets and not such particular vehicle, product or other arrangement in which they are aggregated); • any investment in excess of $350.0 million shall require the approval of a majority of the investment risk management committee of our board of directors; • no investment shall be made that would cause us to fail to qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code; and • no investment shall be made that would cause us or any of our subsidiaries to be regulated as an investment company under the Investment Company Act.
See “Item 1—Our Manager.” 8 Government Regulation Our operations in North America, Europe, and Australia are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things: (i) regulate credit-granting activities; (ii) establish maximum interest rates, finance charges and other charges; (iii) require disclosures to customers; (iv) govern secured transactions; and (v) set collection, foreclosure, repossession and claims-handling procedures and other trade practices.
See “Item 1—Our Manager.” Government Regulation Our operations in North America, Europe, and Australia are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities, and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things: (i) regulate credit-granting activities; (ii) establish maximum interest rates, finance charges and other charges; (iii) require disclosures to customers; (iv) govern secured transactions; and (v) set collection, foreclosure, repossession and claims-handling procedures and other trade practices.
We will endeavor to match the tenor, currency, and indices of our assets and liabilities, including in certain instances through the use of derivatives. We will also seek to limit the risks associated with recourse borrowing.
We will 6 endeavor to match the tenor, currency, and indices of our assets and liabilities, including in certain instances through the use of derivatives. We will also seek to limit the risks associated with recourse borrowing.
We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” Our principal executive offices are located at 345 Park Avenue, 24th Floor, New York, New York 10154.
We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” Our principal executive offices are located at 345 Park Avenue, New York, New York 10154.
Floating Rate Portfolio Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates will decrease net income.
Floating Rate Loan Portfolio Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates will decrease net income.
“Certain Relationships and Related Transactions, and Director Independence” in our definitive proxy statement with respect to our 2025 annual meeting of shareholders, which is incorporated by reference into this Annual Report on Form 10-K, for more detail on the terms of the Management Agreement.
“Certain Relationships and Related Transactions, and Director Independence” in our definitive proxy statement with respect to our 2026 annual meeting of shareholders, which is incorporated by reference into this Annual Report on Form 10-K, for more detail on the terms of the Management Agreement.
We believe that the scale and flexibility of our capital, as well as our Manager’s and Blackstone’s relationships, enables us to target opportunities with strong sponsorship and invest in large loans or other debt that is collateralized by high-quality assets and portfolios. As market conditions evolve over time, we expect to adapt as appropriate.
We believe that the scale and flexibility of our capital, as well as our Manager’s and Blackstone’s relationships, enable us to target opportunities with strong sponsorship and invest in large loans or other debt that is collateralized by high-quality assets and portfolios and, as market conditions evolve over time, to adapt as appropriate.
Blackstone Real Estate Debt Strategies, or BREDS, was launched in 2008 within Blackstone’s global real estate group to pursue opportunities relating to real estate debt investments globally, with a focus primarily on North America and Europe.
Blackstone Real Estate Debt Strategies, or BREDS, was launched in 2008 within Blackstone Real Estate to pursue opportunities relating to real estate debt investments globally, with a focus primarily on North America and Europe.
Real Estate Owned As part of our portfolio management strategy to maximize economic outcomes, from time to time, we may hold certain real estate owned, or REO, investments resulting from us acquiring title to or taking control of a loan’s underlying real estate collateral.
Owned Real Estate As part of our portfolio management strategy to maximize economic outcomes, from time to time, we may hold certain owned real estate investments, in some cases resulting from us acquiring title to or taking control of a loan’s underlying real estate collateral.
We believe that the diversification of our investment portfolio, our ability to actively manage those investments, and the flexibility of our strategy positions us to generate attractive risk-adjusted returns for our stockholders in a variety of market conditions over the long term.
We believe that the diversification of our investment portfolio, our ability to actively manage those investments, and the flexibility of our strategy position us to generate a compelling risk-adjusted return for our stockholders in a variety of market conditions over the long term.
Our Portfolio Our business is currently focused on originating or acquiring senior, floating rate mortgage loans that are secured by a first priority mortgage on commercial real estate assets in North America, Europe, and Australia. These investments may be in the form of whole loans, pari passu participations within mortgage loans, or other similar structures.
Our Investment Portfolio Our investment portfolio is primarily comprised of senior, floating rate mortgage loans that are secured by a first priority mortgage on commercial real estate assets in North America, Europe, and Australia. These investments may be in the form of whole loans, pari passu participations within mortgage loans, or other similar structures.
Our Manager We are externally managed and advised by our Manager, which is responsible for administering our business activities, our day-to-day operations, and providing us the services of our executive management team, investment team, and other personnel. Our Manager is a part of Blackstone, which is the world's largest alternative asset manager.
Our Manager We are externally managed and advised by our Manager, which is responsible for our business and investment activities, our day-to-day operations, and providing us the services of our executive management team, investment team, and other personnel.
We also maintained the cost of our portfolio financings throughout the year, with a weighted-average spread of +1.92% over respective benchmark rates on our $9.7 billion of secured debt, as of December 31, 2024, relative to +1.89% as of December 31, 2023.
We also lowered the cost of our portfolio financings throughout the year, with a weighted- average spread of +1.83% over respective benchmark rates on our $10.1 billion of secured debt, as of December 31, 2025 , relative to +1.92% as of December 31, 2024 .
As of December 31, 2024, substantially all of our loans by total loan exposure earned a floating rate of interest and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to changing interest rates, subject to the impact of interest rate floors on certain of our floating rate loans.
As of December 31, 2025 , 97% of our Loan Portfolio , by principal balance, earned a floating rate of interest and was financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to changing interest rates, subject to the impact of interest rate floors on certain of our floating rate loans.
We finance our investments in a variety of ways, including borrowing under our credit facilities, issuing collateralized loan obligations, or CLOs, or single-asset securitizations, asset-specific financings, syndicating senior loan participations, and corporate financing, depending on our view of the most prudent financing option available for each of our investments.
We finance our investments in a variety of ways, including borrowing under secured credit facilities, issuing collateralized loan obligations, or CLOs, other securitization transactions, syndicating senior loans and/or participations, and other forms of asset-level financing, depending on our view of the most prudent financing option available for each of our investments.
In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms, and establish more relationships than us. Furthermore, competition for investments may lead to decreasing yields, which may further limit our ability to generate desired returns.
In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider 7 variety of loans and investments, offer more attractive pricing or other terms, and establish more relationships than us.
Taxation of REIT Dividends Under the Tax Cuts and Jobs Act of 2017, REIT dividends (other than capital gain dividends) received by non-corporate taxpayers may be eligible for a 20% deduction. This deduction is only applicable to investors in BXMT that receive dividends and does not have any impact on us. Without further legislation, the deduction would sunset after 2025.
Taxation of REIT Dividends REIT dividends (other than capital gain dividends) received by non-corporate taxpayers may be eligible for a 20% deduction. This deduction is only applicable to investors in BXMT that receive dividends and does not have any impact on us.
As of December 31, 2024, we had total liquidity of $1.5 billion with no corporate debt maturities until 2026.
As of December 31, 2025 , we had total liquidity of $1.0 billion with no corporate debt maturities until 2027 .
The following table details our outstanding portfolio financing arrangements as of December 31, 2024 ($ in thousands): Portfolio Financing Outstanding Principal Balance December 31, 2024 Secured debt $ 9,705,529 Securitizations 1,936,967 Asset-specific debt 1,228,110 Total portfolio financing $ 12,870,606 The amount of leverage we employ for particular assets will depend upon our assessment of the credit, liquidity, price volatility, and other risks of those assets and the related financing structure, the availability of particular types of financing at the time, and the financial covenants under our credit facilities.
The following table details our outstanding portfolio financing arrangements as of December 31, 2025 ($ in thousands): Portfolio Financing Outstanding Principal Balance December 31, 2025 Secured debt $ 10,125,839 Securitizations 2,149,496 Asset-specific debt 999,810 Total portfolio financing $ 13,275,145 The amount of leverage we employ for particular assets will depend upon our assessment of the credit, liquidity, price volatility, and other risks of those assets and the related financing structure, the availability of particular types of financing at the time, and the financial covenants under our credit facilities.
Our Investment Strategy Our investment strategy is to originate loans and invest in debt or credit-related instruments supported by institutional quality commercial real estate in attractive locations. Through our Manager, we draw on Blackstone’s extensive real estate investment platform and its established sourcing, underwriting, and structuring capabilities in order to execute our investment strategy.
Through our Manager, we draw on Blackstone’s extensive real estate investment platform and its established sourcing, underwriting, and structuring capabilities in order to execute our investment strategy.
In the face of this competition, we have access to Blackstone’s professionals and their industry expertise and relationships, which we believe provide us with a competitive advantage and help us assess risks and determine appropriate pricing for potential investments. We believe these relationships will enable us to compete more effectively for attractive investment opportunities.
Furthermore, competition for investments may lead to decreasing yields, which may further limit our ability to generate desired returns. In the face of this competition, we have access to Blackstone’s professionals and their industry expertise and relationships, which we believe provides us with a competitive advantage and helps us assess risks and determine appropriate pricing for potential investments.
Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income.
In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. 8 Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income.
Our decision to use leverage to finance our assets will be at the discretion of our Manager and will not be subject to the approval of our stockholders. We currently expect that our leverage, on a debt to equity basis, will generally be below a ratio of 4-to-1.
Our decision to use leverage to finance our assets will be at our discretion and will not be subject to the approval of our stockholders.
As of December 31, 2024, we had seven REO assets with an aggregate carrying value of $640.4 million. Financing Strategy To maintain an adequate amount of available liquidity and execute our business plan, we look to a variety of capital sources.
Our aggregate ownership interest in our Net Lease Joint Venture was 75% as of December 31, 2025 . Financing Strategy To maintain an adequate amount of available liquidity and execute our business plan, we look to a variety of capital sources.
As of December 31, 2024, 172 dedicated BREDS professionals, including 30 investment professionals based in London and Australia, managed $77.2 billion of investor capital. Our chief executive officer, chief financial officer, and other officers are senior Blackstone real estate professionals.
Johnson (Global Head of BREDS and our Chief Executive Officer and Chairperson of our board of directors), and Giovanni Cutaia (President of Blackstone Real Estate). As of December 31, 2025 , 176 dedicated BREDS professionals, including 27 investment professionals based in London and Australia, managed $77.5 billion of investor capital.
We directly originate, co-originate, and acquire real estate credit investments in conjunction with acquisitions, refinancings, and recapitalizations of commercial real estate in North America, Europe, and Australia, with a focus on performing loans that are supported by well-capitalized properties and borrowers.
Our primary strategy is to directly originate, co-originate, and acquire senior loans in conjunction with acquisitions, refinancings, and recapitalizations of commercial real estate in North America, Europe, and Australia, with a focus on performing loans that are secured by high-quality, institutional assets located in major markets, and sponsored by experienced, well-capitalized real estate investment owners and operators.
Although originating senior, floating rate mortgage loans is our primary area of focus, we may also originate or acquire fixed rate loans and subordinate loans, including subordinate mortgage interests and mezzanine loans. This focused lending strategy is designed to generate attractive current income while protecting investors’ capital.
Although originating senior, floating rate mortgage loans is our primary area of focus, we may also originate or acquire fixed rate loans and subordinate loans, including subordinate mortgage interests and mezzanine loans, as well as other real estate, real estate debt or real estate credit-oriented investments.
Pursuant to a management agreement between our Manager and us, or our Management Agreement, our Manager is entitled to receive a base management fee, 3 an incentive fee, and expense reimbursements. See Notes 16 and 21 to our consolidated financial statements and the information required to be disclosed pursuant to Item 13.
See Notes 16 and 21 to our consolidated financial statements and the information required to be disclosed pursuant to Item 13.
None of our Manager, our executive officers, or other personnel supplied to us by our Manager are obligated to dedicate any specific amount of time to our business. Our Manager is subject to the supervision and oversight of our board of directors and has only such functions and authority as our board of directors delegates to it.
Our chief executive officer, chief financial officer, president and other officers are senior Blackstone Real Estate professionals. None of our Manager, our executive officers, or other personnel supplied to us by our Manager are obligated to dedicate any specific amount of time to our business.
We believe our current investment strategy will produce significant opportunities to make investments with attractive risk-return profiles. However, to capitalize on the investment opportunities that may be present at various other points of an economic cycle, we may expand or change our investment strategy by targeting other credit-oriented investments.
However, to capitalize on the investment opportunities that are present at various points of an economic cycle and/or to further diversify our earnings composition, we have in the past expanded or changed our investment strategy by targeting other real estate debt or credit-oriented investments and may continue to do so.
Kathleen McCarthy and Nadeem Meghji, who are the global co-heads of Blackstone’s real estate group, are members of our Manager’s investment committee. Kenneth Caplan, who is Blackstone’s co-chief investment officer overseeing business areas including real estate, is also a member of our Manager’s investment committee.
Our Manager’s Investment Committee is composed of some of the most senior and experienced investment professionals at Blackstone, including Kenneth Caplan (Global Co-Chief Investment Officer of Blackstone), Nadeem Meghji (Global Head of Blackstone Real Estate), Timothy S.
However, we may not be able to achieve our business goals or expectations due to the competitive risks that we face. For additional information concerning these competitive risks, see Item 1A—“Risk Factors—Risks Related to Our Lending and Investment Activities.” Sustainability We are committed to responsibly managing risk and preserving value for our shareholders.
We believe these relationships enable us to compete more effectively for attractive investment opportunities. However, we may not be able to achieve our business goals or expectations due to the competitive risks that we face.
Our Manager benefits from the resources, relationships, and expertise of the 839 professionals in Blackstone’s global real estate group. Blackstone’s real estate group is the largest owner of commercial real estate globally with over 12,500 commercial assets and $315.4 billion of investor capital under management as of December 31, 2024.
Blackstone Real Estate was founded in 1991 and is the world’s largest owner of commercial real estate, with $319.3 billion of investor capital under management as of December 31, 2025 .
During 2024, we entered into (i) an agreement, or our Agency Multifamily Lending Partnership, with M&T Realty Capital Corporation, or MTRCC, a subsidiary of M&T Bank, to earn a portion of origination, servicing, and other fees for multifamily agency loans we refer to MTRCC for origination, and (ii) a joint venture, or our Net Lease Joint Venture, with a Blackstone-advised investment vehicle to invest in triple net lease properties.
Our aggregate ownership interest in our Bank Loan Portfolio Joint Venture was 35% as of December 31, 2025 . Net Lease Joint Venture In the fourth quarter of 2024, we entered into a joint venture, or our Net Lease Joint Venture , with a Blackstone-advised investment vehicle to invest in triple net lease properties.
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Blackstone's assets under management includes global investment strategies focused on real estate, private equity, infrastructure, life sciences, growth equity, credit, real assets, secondaries and hedge funds. Through its different businesses, Blackstone had total assets under management of over $1.1 trillion as of December 31, 2024.
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Our Manager is an affiliate of Blackstone, a leading global investment manager with $1.3 trillion of total assets under management as of December 31, 2025 . We benefit from the deep knowledge, experience and information advantages of our Manager, which is a part of Blackstone Real Estate.
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Tim Johnson, the Global Head of BREDS, serves as the chairperson of our board of directors and is a member of our Manager’s investment committee. Katharine Keenan, the Global Co-Chief Investment Officer of BREDS and a member of our Manager’s investment committee, serves as our chief executive officer and is a member of our board of directors.
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Blackstone Real Estate operates as one globally integrated business with 787 real estate professionals globally as of December 31, 2025 and investments in North America, Europe, Asia and Latin America. In the United States, Blackstone Real Estate is one of the largest owners of rental housing, industrial, office, hospitality and retail assets.
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In addition, one of our other directors, Michael Nash, who served for periods of time prior to his retirement from Blackstone in 2023 as chair of BREDS and as the executive chairman of our board of directors, remains a member of our board of directors.
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The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and we believe it gives us the tools to manage the assets in our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.
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During the year ended December 31, 2024, we originated or acquired $431.9 million of loans.
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Our Manager is subject to the supervision and oversight of our board of directors and has only such functions and authority as our board of directors delegates to it. Pursuant to a management agreement between our Manager and us, or our Management Agreement, our Manager is entitled to receive a 4 base management fee, an incentive fee, and expense reimbursements.
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Loan fundings during the year totaled $1.6 billion, with loan repayments and sales of $5.2 billion, for net repayments of $3.6 billion. 4 The following table details overall statistics for our loan portfolio as of December 31, 2024 ($ in thousands): Balance Sheet Portfolio Loan Exposure (1) Number of loans 130 130 Principal balance $ 19,203,126 $ 19,920,539 Net book value $ 18,313,582 $ 18,313,582 Unfunded loan commitments (2) $ 1,263,068 $ 1,263,068 Weighted-average cash coupon (3) + 3.46 % + 3.40 % Weighted-average all-in yield (3) + 3.78 % + 3.76 % Weighted-average maximum maturity (years) (4) 2.1 2.1 Origination loan to value (LTV) (5) 62.3 % 62.6 % (1) Total loan exposure reflects our aggregate exposure to each loan investment.
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Our Investment Strategy Our investment strategy is to originate, acquire, and manage senior loans and other debt or credit-oriented investments collateralized by or relating to commercial real estate in North America, Europe and Australia.
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As of December 31, 2024, total loan exposure, includes (i) loans with an outstanding principal balance of $19.2 billion that are included in our consolidated financial statements, (ii) $817.5 million of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $100.1 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements.
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We believe our current investment strategy will produce significant opportunities to make investments with attractive risk- return profiles.
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We have retained an aggregate $228.1 million of subordinate mezzanine loans, as of December 31, 2024, related to non-consolidated senior interests that are included in our balance sheet portfolio. (2) Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures.
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Loan Portfolio Our Loan Portfolio consists of 131 loans with a total principal balance of $18.2 billion . During the year ended December 31, 2025 , we originated or acquired $5.7 billion of loans. Loan fundings during the year totaled $5.6 billion , with loan repayments and sales of $6.1 billion , for net repayments of $452.8 million .
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These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date. Excludes $208.7 million of unfunded loan commitments related to our non-consolidated senior interests, as these commitments will not require cash outlays from us.
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During the year ended December 31, 2025 , we acquired or otherwise consolidated five owned real estate assets with an aggregate acquisition date fair value of $654.3 million .
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(3) The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, and other indices as applicable to each investment. As of December 31, 2024, substantially all of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR.
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As of December 31, 2025 , we held 12 owned real estate assets with an aggregate carrying value of $1.3 billion , for which we were previously the lender on an associated mortgage loan. 5 Bank Loan Portfolio Joint Venture In the second quarter of 2025, we entered into a joint venture, or our Bank Loan Portfolio Joint Venture , with a Blackstone- advised investment vehicle to acquire portfolios of performing commercial mortgage loans.
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In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.
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Our Bank Loan Portfolio Joint Venture is recorded as an investment in unconsolidated entities on our consolidated balance sheets. During the year ended December 31, 2025 , our Bank Loan Portfolio Joint Venture acquired two bank loan portfolios totaling $2.0 billion across 593 performing senior commercial mortgage loans from regional banks, our share of which is $719.4 million .
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(4) Maximum maturity assumes all extension options are exercised by the borrower, however our loans and other investments may be repaid prior to such date. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.
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Our Net Lease Joint Venture is recorded as an investment in unconsolidated entities on our consolidated balance sheets. During the year ended December 31, 2025 , the Net Lease Joint Venture acquired 178 properties with an aggregate purchase price of $421.8 million .
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As of December 31, 2024, 10% of our loans by total loan exposure were subject to yield maintenance or other prepayment restrictions and 90% were open to repayment by the borrower without penalty.
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We finance our investments in a variety of ways, including borrowing under secured credit facilities, issuing CLOs, other securitization transactions, syndicating senior loans and/or participations, and other forms of asset-level financing, depending on our view of the most prudent financing option available for each of our investments.
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(5) Based on LTV as of the dates loans were originated or acquired by us, excluding any loans that are impaired and any junior participations sold. 5 The charts below detail the geographic distribution and types of properties securing our loan portfolio, as of December 31, 2024: Geographic Diversification (Net Loan Exposure) (1)(2) Collateral Diversification (Net Loan Exposure) (1)(3) (1) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31, 2024, which is our total loan exposure net of (i) $817.5 million of non-consolidated senior interests, (ii) $1.2 billion of asset-specific debt, (iii) $106.7 million of cost-recovery proceeds, and (iv) our total loans receivable current expected credit loss, or CECL, reserve of $733.9 million.
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In addition to our current mix of financing sources, we also may access additional forms of financings including resecuritizations and public and private, secured and unsecured debt issuances by us or our subsidiaries.
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Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the corresponding collateral loans. (2) States and countries comprising less than 1% of net loan exposure are excluded. (3) Assets with multiple components are proportioned into the relevant collateral types based on the allocated value of each collateral type.
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We currently expect that our leverage, on a debt-to-equity basis, which is defined as the ratio of (i) total outstanding secured debt, asset-specific debt, term loans, senior secured notes, and convertible notes, less cash, to (ii) total equity, will generally be below a ratio of 4-to-1.
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For additional information regarding our loan portfolio as of December 31, 2024, see Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations – II. Loan Portfolio” and – “VI. Loan Portfolio Details” in this Annual Report on Form 10-K.
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For further information concerning these competitive risks, see Item 1A—“Risk Factors—Risks Related to Our Lending and Investment Activities.” Sustainability We are externally managed and advised by our Manager, which is responsible for our business and investment activities, our day-to-day operations, and providing us the services of our executive management team, investment team, and other personnel.
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We strive to consider environmental, social and governance (“ESG”), or sustainability, factors relevant to our potential collateral and borrowers when making capital allocation decisions and incorporate sustainability diligence practices as part of our investment process where applicable. Our day-to-day operations are externally managed by our Manager, a subsidiary of Blackstone.
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In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeTo the extent any Blackstone Vehicles have investment objectives or guidelines that overlap with ours, in whole or in part, investment opportunities that fall within such common objectives or guidelines will generally be allocated among one or more of us and such other Blackstone Vehicles on a basis that our Manager and applicable Blackstone affiliates determine to be fair and reasonable in their sole discretion, subject to (i) any applicable investment objectives, parameters, limitations and other contractual provisions applicable to us and such other Blackstone Vehicles, (ii) us and such other Blackstone Vehicles having available capital with respect thereto, and (iii) legal, tax, accounting, regulatory and other considerations deemed relevant by our Manager and its affiliates (including, without limitation, the relative risk-return profile of such investment and instrument type, the specific nature and terms of the investment, size and type of the investment, readily available financing, relative investment strategies and primary investment mandates, portfolio diversification concerns, the investment focus, guidelines, limitations, and strategy of each applicable Blackstone Vehicle, co-investment arrangements, the different liquidity positions and requirements in each applicable Blackstone Vehicle, underwritten leverage levels of a loan, portfolio concentration considerations (including, but not limited to, (A) allocations necessary for us or the Blackstone Vehicles to maintain a particular concentration in a certain type of investment and (B) whether we or a particular Blackstone Vehicle already have the desired exposure to the investment, sector, industry, geographic region or markets in question), contractual obligations, other anticipated uses of capital, the source of the investment opportunity, credit ratings, the ability of a Blackstone Vehicle to employ leverage, hedging, derivatives, syndication strategies or other similar strategies in connection with acquiring, holding or disposing of the particular investment opportunity, and any requirements or other terms of any existing leverage facilities, geographic focus, remaining investment period, the credit/default profile of an issuer, the extent of involvement of the respective teams of investment professionals dedicated to us and other Blackstone Vehicles, the likelihood/immediacy of foreclosure or conversion to an equity or control 35 opportunity, and other considerations deemed relevant in good faith in their sole discretion).
Biggest changeAmong the factors that our Manager (and the particular investment professionals overseeing allocations with respect to us and such Other Blackstone Accounts) considers in making investment allocations among us and Other Blackstone Accounts are the following: (i) any 43 applicable investment objectives, focus, parameters, guidelines, investor preferences, limitations and other contractual provisions and terms relating to us and such Other Blackstone Accounts; (ii) our available capital and the available capital of such Other Blackstone Accounts, as determined by our Manager in good faith (which may take into account relative portfolio composition, anticipated leverage, anticipated subscriptions and redemptions, anticipated co-investment and other considerations in addition to buying power), anticipated capital needs for the investment and the duration of any relevant investment period and desired capital deployment timeframe; (iii) legal, tax, accounting, regulatory and other considerations deemed relevant by our Manager; (iv) ability to employ leverage and expected or underwritten leverage on the investment; (v) primary and permitted investment strategies, focuses and guidelines, liquidity positions and requirements, and our objectives and the objectives of Other Blackstone Accounts, including, without limitation, with respect to Other Blackstone Accounts that expect to invest in or alongside other funds or across asset classes based on expected return, and certain managed accounts with similar investment strategies and objectives; (vi) sourcing of the investment (including by a particular Blackstone business unit); (vii) the sector and geography/location of the investment; (viii) the specific nature (including size, type, amount, liquidity, holding period, remaining investment periods, loan pledgeability, anticipated maturity, and minimum investment criteria) of the investment, (ix) expected investment return; (x) risk/return profile of the investment; (xi) structure of leverage; (xii) expected cash characteristics (such as cash- on-cash yield, distribution rates or volatility of cash flows); (xiii) capital expenditure required as part of the investment; (xiv) loan-to-value ratio or debt service coverage ratio of the investment; (xv) portfolio diversification, construction and concentration concerns (including, but not limited to, (A) allocations necessary for us or Other Blackstone Accounts to maintain a particular concentration in a certain type of investment, and (B) whether a particular Other Blackstone Account already has its desired exposure to the investment, sector, industry, geographic region or markets in question); (xv) relation to existing investments in an Other Blackstone Account, if applicable (e.g., “follow on” to an existing investment, joint venture or other partner to existing investment, or same security as existing investment), (xvi) avoiding allocation that could result in de minimis or odd lot investments; (xvii) redemption or withdrawal requests from an Other Blackstone Account and anticipated future contributions into an Other Blackstone Account; (xviii) the ability of an Other Blackstone Account to employ leverage, hedging, derivatives, or other similar strategies in connection with acquiring, holding or disposing of the particular investment opportunity, and any requirements or other terms of any existing leverage facilities; (xix) the credit and default profile of an investment or borrower; (xx) the extent of involvement of the respective teams of the investment professionals dedicated to us and Other Blackstone Accounts and sourcing of the investment; (xxi) the likelihood/immediacy of foreclosure or conversion to an equity or control opportunity, (xxii) with respect to investments that are made available to Blackstone by counterparties pursuant to negotiated trading platforms (e.g., ISDA contracts), the absence of such relationships which may not be available for all Other Blackstone Accounts; (xxiii) contractual obligations; (xxiv) co-investment arrangements; (xxv) potential path to ownership; (xxvi) the relative stage of the applicable Other Blackstone Account’s investment period (e.g., early in a vehicle’s investment period, our Manager may over-allocate investments to such vehicle); (xxvii) how governance rights will be shared between us and such Other Blackstone Account(s); and (xxviii) other considerations deemed relevant by our Manager in good faith.
We depend on our headquarters in New York City, where most of our Blackstone’s personnel involved in our business are located, for the continued operation of our business.
We depend on our headquarters in New York City, where most of Blackstone’s personnel involved in our business are located, for the continued operation of our business.
Our investments in non-domestic real estate-related assets subject us to certain risks associated with international investments generally, including, among others: • currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another, which may have an adverse impact on the valuation of our assets or income, including for purposes of our REIT requirements, regardless of any hedging activities we undertake, which may not be adequate; • less developed or efficient financial markets than in the United States, which may lead to potential price volatility and relative illiquidity; • the burdens of complying with international regulatory requirements, including the requirements imposed by exchanges on which our international affiliates list debt securities issued in connection with the financing of our loans or investments involving international real-estate related assets, and prohibitions that differ between jurisdictions; • changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could adversely impact the returns on our investments; • a less developed legal or regulatory environment, differences in the legal and regulatory environment or enhanced legal and regulatory compliance; • political hostility to investments by foreign investors; • higher rates of inflation; • higher transaction costs; • greater difficulty enforcing contractual obligations; • fewer investor protections; • war or other hostilities; • certain economic and political risks, including potential exchange control regulations and restrictions on our non-U.S. investments and repatriation of profits from investments or of capital invested, the risks of political, economic or social instability, the possibility of expropriation or confiscatory taxation and adverse economic and political developments; and • potentially adverse tax consequences.
Our investments in non-domestic real estate-related assets subject us to certain risks associated with international investments generally, including, among others: • currency exchange matters, including fluctuations in currency exchange rates and costs associated with conversion of investment principal and income from one currency into another, which may have an adverse impact on the valuation of our assets or income, including for purposes of our REIT requirements, regardless of any hedging activities we undertake, which may not be adequate; • less developed or efficient financial markets than in the United States, which may lead to potential price volatility and relative illiquidity; • the burdens of complying with international regulatory requirements, including the requirements imposed by exchanges on which our international affiliates list debt securities issued in connection with the financing of our loans or investments involving international real-estate related assets, and prohibitions that differ between jurisdictions; • changes in laws or clarifications to existing laws that could impact our tax treaty positions, which could adversely impact the returns on our investments; 19 • a less developed legal or regulatory environment, differences in the legal and regulatory environment or enhanced legal and regulatory compliance; • political hostility to investments by foreign investors; • higher rates of inflation; • higher transaction costs; • greater difficulty enforcing contractual obligations; • fewer investor protections; • war or other hostilities; • certain economic and political risks, including potential exchange control regulations and restrictions on our non- U.S. investments and repatriation of profits from investments or of capital invested, the risks of political, economic or social instability, the possibility of expropriation or confiscatory taxation and adverse economic and political developments; and • potentially adverse tax consequences.
Interest rate and currency hedging may fail to protect or could adversely affect us because, among other things: • interest rate, currency and/or credit hedging can be expensive and may result in us generating less net income; • available interest rate or currency hedges may not correspond directly with the interest rate or currency risk for which protection is sought; • due to a credit loss, prepayment or asset sale, the duration of the hedge may not match the duration of the related asset or liability; • the amount of income that a REIT may earn from hedging transactions (other than hedging transactions that satisfy certain requirements of the Internal Revenue Code or that are done through a TRS (as defined below)) to offset interest rate losses is limited by U.S. federal income tax provisions governing REITs; • the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; • the hedging counterparty owing money in the hedging transaction may default on its obligation to pay; • we may fail to recalculate, readjust and execute hedges in an efficient manner; and • legal, tax and regulatory changes could occur and may adversely affect our ability to pursue our hedging strategies and/or increase the costs of implementing such strategies.
Interest rate and currency hedging may fail to protect or could adversely affect us because, among other things: • interest rate, currency and/or credit hedging can be expensive and may result in us generating less net income; • available interest rate or currency hedges may not correspond directly with the interest rate or currency risk for which protection is sought; 33 • due to a credit loss, prepayment or asset sale, the duration of the hedge may not match the duration of the related asset or liability; • the amount of income that a REIT may earn from hedging transactions (other than hedging transactions that satisfy certain requirements of the Internal Revenue Code or that are done through a TRS (as defined below)) to offset interest rate losses is limited by U.S. federal income tax provisions governing REITs; • the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; • the hedging counterparty owing money in the hedging transaction may default on its obligation to pay; • we may fail to recalculate, readjust and execute hedges in an efficient manner; and • legal, tax and regulatory changes could occur and may adversely affect our ability to pursue our hedging strategies and/or increase the costs of implementing such strategies.
The market price for our corporate debt, and our ability to access debt capital markets at favorable rates will also depend on a number of other factors, including: • the overall condition of the financial markets and global and domestic economies; • the market’s view of the quality of our assets; • the market’s perception of our growth potential; • our current and potential future earnings and cash dividends; • our financial condition, operating results and future prospects; • any credit ratings we or our corporate debt may receive from major credit rating agencies; • the prevailing interest rates being paid by other companies that investors consider to be comparable to us; • the market price of our corporate debt; and • the market price of our class A common stock.
The market price for our corporate debt, and our ability to access debt capital markets at favorable rates will also depend on a number of other factors, including: • the overall condition of the financial markets and global and domestic economies; • the market’s view of the quality of our assets; • the market’s perception of our growth potential; • our current and potential future earnings and cash dividends; • our financial condition, operating results and future prospects; • any credit ratings we or our corporate debt may receive from major credit rating agencies; • the prevailing interest rates being paid by other companies that investors consider to be comparable to us; • the market price of our corporate debt; and 31 • the market price of our class A common stock.
We conduct our operations so that we will not fall within the definition of investment company under Section 3(a)(1)(C) of the Investment Company Act, since less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis will consist of “investment securities.” To avoid the need to register as an investment company, the securities issued to us by any wholly owned or majority-owned subsidiaries that are excluded from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, together with any other investment securities we may own, may not have a value in excess of 40% of the value of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
We conduct our operations so that we will not fall within the definition of investment company under Section 3(a)(1)(C) of the Investment Company Act, since less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis will consist of “investment securities.” 65 To avoid the need to register as an investment company, the securities issued to us by any wholly owned or majority- owned subsidiaries that are excluded from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, together with any other investment securities we may own, may not have a value in excess of 40% of the value of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
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 level tax on a portion of our income from the taxable mortgage pool.
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 75 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 level tax on a portion of our income from the taxable mortgage pool.
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 51 and asset tests and thus could impair our ability to qualify as a REIT unless we could avail ourselves of certain relief provisions .
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 .
In order to qualify for this exclusion, such subsidiaries must maintain, on the basis of positions taken by the SEC’s Division of Investment Management, or the Division, in interpretive and no-action letters, a minimum of 55% of the value of their total assets in real property, mortgage loans and certain mezzanine loans and other assets that the Division in various no-action letters and other guidance has determined are the functional equivalent of liens on or interests in real 41 estate, which we refer to as Qualifying Interests, and a minimum of 80% in Qualifying Interests and real estate-related assets.
In order to qualify for this exclusion, such subsidiaries must maintain, on the basis of positions taken by the SEC’s Division of Investment Management, or the Division, in interpretive and no-action letters, a minimum of 55% of the value of their total assets in real property, mortgage loans and certain mezzanine loans and other assets that the Division in various no-action letters and other guidance has determined are the functional equivalent of liens on or interests in real estate, which we refer to as Qualifying Interests, and a minimum of 80% in Qualifying Interests and real estate-related assets.
These licensing statutes vary from jurisdiction to jurisdiction and prescribe or impose various recordkeeping requirements; restrictions on loan origination 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 43 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; restrictions on advertising; and requirements that loan forms be submitted for review.
These licensing statutes vary from jurisdiction to jurisdiction and prescribe or impose various recordkeeping requirements; restrictions on loan origination 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; restrictions on advertising; and requirements that loan forms be submitted for review.
Attacks on Blackstone and its affiliates and their portfolio companies’ and 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 or disable, degrade or sabotage our systems, or divert or otherwise steal funds, including through the introduction of “phishing” attempts and other forms of social engineering, ransomware attacks, cyber extortion, computer viruses and other malicious code.
Attacks on Blackstone and its affiliates and their portfolio companies’ and service providers’ systems could involve, and in some past instances have involved, attempts that are intended to obtain unauthorized access to our proprietary information or personal information of our stockholders, destroy data or disable, degrade or sabotage our systems, or divert or otherwise steal funds, including through the introduction of “phishing” attempts and other forms of social engineering, ransomware attacks, cyber extortion, computer viruses and other malicious code.
If our or such third parties’ sustainability-related data, processes or reporting are incomplete or inaccurate, or if we fail to achieve progress on a timely basis, or at all, we may be subject to enforcement action and our reputation could be adversely affected, particularly if in connection with such matters we were to be accused of inaccurate or misleading statements regarding ESG or sustainability-related matters, either because we overstate (often referred to as "greenwashing") or understate the extent to which we are engaging in sustainability-related practices.
If our or such third parties’ sustainability-related data, processes or reporting are incomplete or inaccurate, or if we fail to achieve progress on a timely basis, or at all, we may be subject to enforcement action and our reputation could be adversely affected, particularly if in connection with such matters we were to be accused of inaccurate or misleading statements regarding sustainability-related matters, either because we overstate (often referred to as "greenwashing") or understate the extent to which we are engaging in sustainability-related practices.
In addition, even if we are able to foreclose on the underlying collateral following a default on a mezzanine loan, we would be substituted for the defaulting borrower and, to the extent income generated on the underlying property is insufficient to meet outstanding debt obligations on the property, we may need to commit substantial additional capital and/or deliver a replacement guarantee by a creditworthy entity, which may include us, to stabilize the property and prevent additional defaults to lenders with 16 existing liens on the property.
In addition, even if we are able to foreclose on the underlying collateral following a default on a mezzanine loan, we would be substituted for the defaulting borrower and, to the extent income generated on the underlying property is insufficient to meet outstanding debt obligations on the property, we may need to commit substantial additional capital and/or deliver a replacement guarantee by a creditworthy entity, which may include us, to stabilize the property and prevent additional defaults to lenders with existing liens on the property.
For example, the information and technology systems as well as those of Blackstone, its portfolio companies and other 45 related parties, such as service providers, may be vulnerable to damage or interruption from cybersecurity breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes.
For example, the information and technology systems as well as those of Blackstone, its portfolio companies and other related parties, such as service providers, may be vulnerable to damage or interruption from cybersecurity breaches, computer viruses or other malicious code, network failures, computer and telecommunication failures, infiltration by unauthorized persons and other security breaches, usage errors by their respective professionals or service providers, power, communications or other service outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes.
We have entered into a trademark license agreement with an affiliate of Blackstone pursuant to which it has granted us a fully paid-up, royalty-free, non-exclusive, non-transferable license to use the names “Blackstone Mortgage Trust, Inc.” and 40 “BXMT.” Under this agreement, we have a right to use these names for so long as our Manager (or another affiliate of Blackstone that serves as the licensor) serves as our Manager (or another managing entity) and our Manager remains an affiliate of the licensor under the trademark license agreement.
We have entered into a trademark license agreement with an affiliate of Blackstone pursuant to which it has granted us a fully paid-up, royalty-free, non-exclusive, non-transferable license to use the names “Blackstone Mortgage Trust, Inc.” and “BXMT.” Under this agreement, we have a right to use these names for so long as our Manager (or another affiliate of Blackstone that serves as the licensor) serves as our Manager (or another managing entity) and our Manager remains an affiliate of the licensor under the trademark license agreement.
We have agreed to indemnify our Manager and its affiliates and their respective directors, officers, employees and stockholders with respect to all expenses, losses, damages, liabilities, demands, charges and claims arising from acts or omissions of our Manager not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties, performed or not performed in good faith in accordance with and pursuant to the Management Agreement.
We have agreed to indemnify our Manager and its affiliates 36 and their respective directors, officers, employees and stockholders with respect to all expenses, losses, damages, liabilities, demands, charges and claims arising from acts or omissions of our Manager not constituting bad faith, willful misconduct, gross negligence or reckless disregard of duties, performed or not performed in good faith in accordance with and pursuant to the Management Agreement.
Any inability, or perceived inability, by us to adequately address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, even if unfounded, could result in significant regulatory and third-party liability, increased costs, disruption of our business and operations, and a loss of borrower, lender and investor confidence and other reputational damage.
Any inability, or perceived inability, by us to adequately address privacy concerns, or comply with applicable laws, regulations, policies, industry standards and guidance, contractual obligations, or other legal obligations, even if unfounded, could result in significant regulatory and third-party liability, increased costs, disruption of our business and operations, and a loss of borrower, lender, tenant and investor confidence and other reputational damage.
Although this does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our class A common stock.
Although this does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to 74 regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our class A common stock.
Some of the factors that could negatively affect the market price of our class A common stock include: • our actual or projected operating results, financial condition, cash flows and liquidity, or changes in business strategy or prospects; • actual or perceived conflicts of interest with our Manager or other affiliates of Blackstone and individuals, including our executives; • equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur; • loss of a major funding source; • increases in market interest rates, which may lead investors to demand a higher distribution yield for our class A common stock, and would result in increased interest expenses on our certain of our indebtedness; • actual or anticipated accounting problems; • publication of research reports, including by short sellers, or speculation in the press or the investment community, about us or the real estate industry; • changes in market valuations of similar companies; • adverse market reaction to the level of leverage we employ; • additions to or departures of our Manager’s or Blackstone’s key personnel; • speculation in the press or investment community; • our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts; • a compression of the yield on our investments and an increase in the cost of our liabilities; • failure to maintain our REIT qualification or exclusion from Investment Company Act regulation; 53 • price and volume fluctuations in the overall stock market from time to time; • general market and economic conditions, and trends including inflationary concerns, and the current state of the credit and capital markets; • significant volatility in the market price and trading volume of securities of publicly traded REITs or other companies in our sector, including us, which is not necessarily related to the operating performance of these companies; • changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to REITs; • changes in the value of our portfolio; • any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; • operating performance of companies comparable to us; • short-selling pressure with respect to shares of our class A common stock or REITs generally; and • uncertainty surrounding, U.S. governmental policy and/or legislative changes and regulatory reform, the strength of the U.S. economy and other U.S. and international political and economic affairs.
Some of the factors that could negatively affect the market price of our class A common stock include: • our actual or projected operating results, financial condition, cash flows and liquidity, or changes in business strategy or prospects; • actual or perceived conflicts of interest with our Manager or other affiliates of Blackstone and individuals, including our executives; • equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur; • loss of a major funding source; 77 • increases in market interest rates, which may lead investors to demand a higher dividend yield for our class A common stock, and would result in increased interest expenses on our certain of our indebtedness; • actual or anticipated accounting problems; • publication of research reports, including by short sellers, or speculation in the press or the investment community, about us or the real estate industry; • changes in market valuations of similar companies; • adverse market reaction to the level of leverage we employ; • additions to or departures of our Manager’s or Blackstone’s key personnel; • speculation in the press or investment community; • our failure to meet, or the lowering of, our earnings estimates or those of any securities analysts; • a compression of the yield on our investments and an increase in the cost of our liabilities; • failure to maintain our REIT qualification or exclusion from Investment Company Act regulation; • price and volume fluctuations in the overall stock market from time to time; • general market and economic conditions, and trends including inflationary concerns, and the current state of the credit and capital markets; • significant volatility in the market price and trading volume of securities of publicly traded REITs or other companies in our sector, including us, which is not necessarily related to the operating performance of these companies; • changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to REITs; • changes in the value of our portfolio; • any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; • operating performance of companies comparable to us; • short-selling pressure with respect to shares of our class A common stock or REITs generally; and • uncertainty surrounding U.S. governmental policy and/or legislative changes and regulatory reform, the strength of the U.S. economy and other U.S. and international political and economic affairs.
As 19 a result, the valuations of the real estate assets against which we will make or acquire loans are subject to a large degree of uncertainty and are made on the basis of assumptions and methodologies that may not prove to be accurate, particularly in periods of volatility, low transaction flow or restricted debt availability in the commercial or residential real estate markets.
As a result, the valuations of the real estate assets against which we will make or acquire loans are subject to a large degree of uncertainty and are made on the basis of assumptions and methodologies that may not prove to be accurate, particularly in periods of volatility, low transaction flow or restricted debt availability in the commercial or residential real estate markets.
If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting would be discontinued and the changes in fair value of the instrument would be included in our reported net income. 28 Inability to access funding could have a material adverse effect on our results of operations, financial condition and business.
If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting would be discontinued and the changes in fair value of the instrument would be included in our reported net income. Inability to access funding could have a material adverse effect on our results of operations, financial condition and business.
See “–We may foreclose on certain of the loans we originate or acquire, which could result in losses that harm our results of operations and financial condition,” and “–As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.” Financial or operating difficulties of our borrowers may result in our being subject to bankruptcy proceedings.
See “—We may foreclose on certain of the loans we originate or acquire, which could result in losses that harm our results of operations and financial condition,” and “—As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.” 14 Financial or operating difficulties of our borrowers may result in our being subject to bankruptcy proceedings.
In addition, if the underlying mortgage portfolio has been overvalued by the originator, or if the values subsequently decline and, as a result, less collateral value is available to 23 satisfy interest and principal payments and any other fees in connection with the trust or other conduit arrangement for such securities, we may incur significant losses.
In addition, if the underlying mortgage portfolio has been overvalued by the originator, or if the values subsequently decline and, as a result, less collateral value is available to satisfy interest and principal payments and any other fees in connection with the trust or other conduit arrangement for such securities, we may incur significant losses.
Incurring substantial debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that: • our cash flow from operations may be insufficient to make required payments of principal of and interest on our debt or we may fail to comply with covenants contained in our debt agreements, which, if we are unable to obtain amendments or waivers to such covenants from financing counterparties, is likely to result in (i) acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision), which we then may be unable to repay from internal funds or to refinance on favorable terms, or at all, (ii) our inability to borrow undrawn amounts under our financing arrangements, even if we are current in payments on borrowings under those arrangements, which would result in a decrease in our liquidity, and/or (iii) the loss of some or all of our collateral assets to foreclosure or sale; • our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase in an amount sufficient to offset the higher financing costs; 26 • we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, stockholder dividends or other purposes; and • we may not be able to refinance any debt that matures prior to the maturity (or realization) of an underlying investment it was used to finance on favorable terms or at all.
Incurring substantial debt could subject us to many risks that, if realized, would materially and adversely affect us, including the risk that: • our cash flow from operations may be insufficient to make required payments of principal of and interest on our debt or we may fail to comply with covenants contained in our debt agreements, which, if we are unable to obtain amendments or waivers to such covenants from financing counterparties, is likely to result in (i) acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision), which we then may be unable to repay from internal funds or to refinance on favorable terms, or at all, (ii) our inability to borrow undrawn amounts under our financing arrangements, even if we are current in payments on borrowings under those arrangements, which would result in a decrease in our liquidity, and/or (iii) the loss of some or all of our collateral assets to foreclosure o r sale; • our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase in an amount sufficient to offset the higher financing costs; • we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, stockholder dividends or other purposes; and • we may not be able to refinance any debt that matures prior to the maturity (or realization) of an underlying investment it was used to finance on favorable terms or at all.
We also may be subject to state, local and foreign 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, such as our TRSs, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes.
We also may be subject to state, local and 72 foreign 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, such as our TRSs, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes.
We cannot predict the degree to which economic conditions generally, and the conditions for real estate debt investing in particular, will improve or decline. Any declines in the performance of the U.S. and global economies or in the real estate debt markets could have a material adverse effect on our business, financial condition, and results of operations.
We cannot predict the degree to which economic conditions generally, and the conditions for real estate investing in particular, will improve or decline. Any declines in the performance of the U.S. and global economies or in the real estate markets could have a material adverse effect on our business, financial condition, and results of operations.
Also, as a result of this competition, desirable loans and 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, 12 thereby limiting our ability to identify and originate or acquire loans or make investments that are consistent with our investment objectives.
Also, as a result of this competition, desirable loans and 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, thereby limiting our ability to identify and originate or acquire loans or make investments that are consistent with our investment objectives.
We may also be required to pay dividends to stockholders at disadvantageous 48 times or when we do not have funds readily available for distribution. Therefore, compliance with REIT requirements may hinder our ability to operate in order to maximize profits. Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.
We may also be required to pay dividends to stockholders at disadvantageous times or when we do not have funds readily available for distribution. Therefore, compliance with REIT requirements may hinder our ability to operate in order to maximize profits. Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.
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 13 have from time to time, or (ii) we will have sufficient resources to implement such modifications and/or restructurings in times of widespread market challenges.
There can be no assurance that any of the loan modifications and restructurings we have effected will be successful or that (i) we will be able to identify and implement successful modifications and/or restructurings with respect to any other distressed loans or investments we may have from time to time, or (ii) we will have sufficient resources to implement such modifications and/or restructurings in times of widespread market challenges.
Some physical risk is inherent in all properties, particularly in properties in certain locations and in light of the unknown potential for extreme weather or other events that could occur related to climate change. We are subject to evolving sustainability disclosure standards and expectations that expose us to numerous risks.
Some physical risk is inherent in all properties, particularly in properties in certain locations and in light of the unknown potential for extreme weather or other events that could occur related to climate change. 23 We are subject to evolving sustainability disclosure standards and expectations that expose us to numerous risks.
Any attempt to own or transfer shares of 49 our class A common stock in excess of the Ownership Limit without the consent of our board of directors will result in either the shares being transferred by operation of our charter to a charitable trust, and the person who attempted to acquire such excess shares not having any rights in such excess shares, or in the transfer being void.
Any attempt to own or transfer shares of our class A common stock in excess of the Ownership Limit without the consent of our board of directors will result in either the shares being transferred by operation of our charter to a charitable trust, and the person who attempted to acquire such excess shares not having any rights in such excess shares, or in the transfer being void.
Additional 52 changes to the tax laws are likely to continue to occur, and we cannot make assurances that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets.
Additional changes to the tax laws are likely to continue to occur, and we cannot make assurances that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets.
In addition, if a 31 counterparty fails or refuses to meet their obligations under a derivative contract, then our efforts to mitigate risks may be ineffective, which may adversely affect our financial condition. In the event of the insolvency of a counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value.
In addition, if a counterparty fails or refuses to meet their obligations under a derivative contract, then our efforts to mitigate risks may be ineffective, which may adversely affect our financial condition. In the event of the insolvency of a counterparty to a derivative transaction, the derivative transaction would typically be terminated at its fair market value.
Absent relief, a CPO must register with the U.S. Commodity Futures Trading Commission, or CFTC, and become a member of the National Futures Association, or NFA, which requires compliance with NFA’s rules and renders such CPO subject to regulation by the CFTC, including with respect to disclosure, reporting, recordkeeping and business conduct.
Absent relief, a CPO must register with the U.S. Commodity Futures Trading Commission, or CFTC, and become a member of the National Futures Association, or NFA, which requires compliance with NFA’s rules and renders such CPO subject to regulation by the CFTC, including with respect to 34 disclosure, reporting, recordkeeping and business conduct.
These individuals oversee the evaluation, negotiation, execution and monitoring of our loans and other investments and financings, and the 32 maintenance of our qualification as a REIT and exclusion from regulation under the Investment Company Act; therefore, our success depends on their skills and management expertise and continued service with our Manager and its affiliates.
These individuals oversee the evaluation, negotiation, execution and monitoring of our loans and other investments and financings, and the maintenance of our qualification as a REIT and exclusion from regulation under the Investment Company Act; therefore, our success depends on their skills and management expertise and continued service with our Manager and its affiliates.
In addition, unless we enter into hedging or similar 11 transactions with respect to the portion of our assets that we fund using our balance sheet, returns we achieve on such assets will generally increase as interest rates for those assets rise and decrease as interest rates for those assets decline.
In addition, unless we enter into hedging or similar transactions with respect to the portion of our assets that we fund using our balance sheet, returns we achieve on such assets will generally increase as interest rates for those assets rise and decrease as interest rates for those assets decline.
The documents that govern these secured debt agreements and the related guarantees contain, and additional lending facilities may contain, customary affirmative and negative covenants, including financial covenants that may restrict certain payments or distributions, how we otherwise deploy capital, or our flexibility to determine our operating policies and investment strategy.
The documents that govern these debt agreements and the related guarantees contain, and additional lending facilities may contain, customary affirmative and negative covenants, including financial covenants that may restrict certain payments or distributions, how we otherwise deploy capital, or our flexibility to determine our operating policies and investment strategy.
Risks Related to Our Relationship with Our Manager and its Affiliates We depend on our Manager and its personnel for our success. We may not find a suitable replacement for our Manager if the Management Agreement is terminated, or if key personnel cease to be employed by our Manager or Blackstone or otherwise become unavailable to us.
Risks Related to Our Relationship with Our Manager We depend on our Manager and its personnel for our success. We may not find a suitable replacement for our Manager if the Management Agreement is terminated, or if key personnel cease to be employed by our Manager or Blackstone or otherwise become unavailable to us.
If successful, these types of attacks on our or Blackstone’s 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.
If successful, these types of 68 attacks on our or Blackstone’s 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.
In addition, borrowers usually use the proceeds of a sale or a refinancing to repay a loan, and both sales and refinancings are subject to the broader risk that the underlying collateral may not be liquid and that financing may not be available on acceptable terms or at all.
In addition, borrowers usually use the proceeds of a sale or a refinancing to repay a loan, and both sales and refinancings are subject to the broader risk that the underlying collateral may not be liquid and that financing may not be available on 18 acceptable terms or at all.
Blackstone does 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 Blackstone, its portfolio companies and us, each of which could be negatively impacted as a result.
Blackstone does not control the cybersecurity and systems put in place by third-party service providers, and such third-party service providers may have limited indemnification obligations to Blackstone, its portfolio companies and us, each of which could be negatively impacted as a result.
We depend on our Manager and its affiliates to develop the appropriate systems and procedures to control operational risk. We rely heavily on our financial, accounting and other data processing systems. The ability of our systems to accommodate transactions could also constrain our ability to properly manage our portfolio.
We depend on our Manager and its affiliates to develop the appropriate systems and procedures to control operational risk. We rely heavily on our Manager’s financial, accounting and other data processing systems. The ability of our Manager’s systems to accommodate transactions could also constrain our ability to properly manage our portfolio.
Consequently, changes in interest rates, particularly short-term interest rates, may immediately and significantly decrease our results of operations and cash flows and the market value of our investments, and any such change may limit our ability to pay dividends to our stockholders.
Consequently, changes in interest rates, particularly short-term interest rates, may immediately and significantly decrease our results of operations and cash flows and the market value of our investments, and any such 11 change may limit our ability to pay dividends to our stockholders.
If a lease is terminated for any reason, in addition to losing revenue, we may also incur substantial costs, including capital expenditures and maintenance costs required for the property to be suitable for and attractive to desirable tenants.
If a lease is terminated for any reason, in addition to losing revenue, we may also incur substantial costs, including capital expenditures and maintenance 27 costs required for the property to be suitable for and attractive to desirable tenants.
Therefore, our investments may at times be concentrated in certain property types that may be subject to higher risk of default or foreclosure, or secured by properties concentrated in a limited number of geographic locations.
Therefore, our 21 investments may at times be concentrated in certain property types that may be subject to higher risk of default or foreclosure, or secured by properties concentrated in a limited number of geographic locations.
We believe the risks associated with our business will be more severe during periods of economic slowdown or recession if these periods are accompanied by declining real estate values.
We believe the risks associated with our business will be more severe during periods of economic slowdown or recession, particularly if these periods are accompanied by declining real estate values.
For example, concerns about the fiscal stability and growth prospects of certain European countries in the last economic 18 downturn had a negative impact on most economies of the Eurozone and global markets.
For example, concerns about the fiscal stability and growth prospects of certain European countries in the last economic downturn had a negative impact on most economies of the Eurozone and global markets.
In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to ensure that the TRS is subject to an appropriate level of corporate taxation.
In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to ensure that the TRS is subject to an 76 appropriate level of corporate taxation.
See “–Loans on properties in transition will involve a greater risk of loss than conventional mortgage loans” and “–There are increased risks involved with our construction lending activities.” The valuation of assets or loans we hold may not reflect the price at which the asset or loan is ultimately sold in the market, and the difference between that valuation and the ultimate sales price could be material.
See “—Loans on properties in transition will involve a greater risk of loss than conventional mortgage loans” and “—There are increased risks involved with our construction lending activities.” The valuation of assets we hold may not reflect the price at which the asset is ultimately sold in the market, and the difference between that valuation and the ultimate sales price could be material.
In addition, seeking to maintain our exclusion from registration under the Investment Company Act may cause us and/or our subsidiaries to acquire or hold additional assets that we might not otherwise have acquired or held or dispose of investments that we and/or our subsidiaries might not have otherwise disposed of, which could result in higher costs or lower proceeds to us than we would have paid or received if we were not seeking to comply with such requirements.
In addition, seeking to maintain our exclusion from regulation under the Investment Company Act may cause us and/or our subsidiaries to acquire or hold additional assets that we might not otherwise have acquired or held or dispose of investments that we and/or our subsidiaries might not have otherwise disposed of, which could result in higher costs or lower proceeds to us than we would have paid or received if we were not seeking to comply with such requirements.
For example, these restrictions may limit our and our subsidiaries’ ability to invest directly in mortgage-backed securities that represent less than the entire ownership in a pool of senior loans, debt and equity tranches of securitizations and certain asset-backed securities, non-controlling equity interests in real estate companies or in assets not related to real estate; however, we and our subsidiaries may invest in such securities to a certain extent.
For example, these restrictions may limit our and our subsidiaries’ ability to invest directly in mortgage-backed securities that represent less than the entire ownership in a pool of senior loans, debt and equity tranches of securitizations and certain asset-backed securities, non-controlling equity interests in real estate companies or joint ventures or in assets not related to real estate; however, we and our subsidiaries may invest in such securities to a certain extent.
The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in Blackstone’s, its affiliates’, their portfolio companies’ or our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to shareholders, material nonpublic information and the intellectual property and trade secrets and other sensitive information in the possession of Blackstone and portfolio companies.
The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in Blackstone’s, its affiliates’, their portfolio companies’ or 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 the possession of Blackstone and portfolio companies.
Changes to our CECL reserves are recognized through net income on our consolidated statements of operations. See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserves.
Changes to our CECL reserves are 16 recognized through net income on our consolidated statements of operations. See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserves.
There is regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of sustainability factors in order to allow investors to validate and better understand sustainability claims, and we are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC, the New York Stock Exchange and the Financial Accounting Standards Board.
There is regulatory interest in certain jurisdictions in improving transparency regarding the definition, measurement and disclosure of sustainability factors in order to allow investors to validate and better understand sustainability claims, and we are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC, the New York Stock Exchange and the Financial Accounting Standards Board.
Sales of substantial amounts of class A common stock or the perception that such sales could occur may adversely affect the prevailing market price for the shares of our class A common stock.
Sales of substantial 80 amounts of class A common stock or the perception that such sales could occur may adversely affect the prevailing market price for the shares of our class A common stock.
There can be no assurance that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages, breaches in our systems, or those of our third-party vendors and other contractors and consultants, or other cyber incidents that could have a material adverse effect upon our reputation, business, operations, or financial condition.
There can be no assurance that our data protection efforts and our investment in information technology will prevent significant breakdowns, data leakages, breaches in our systems, or those of our third-party vendors and other contractors and consultants, or other cybersecurity incidents that could have a material adverse effect upon our reputation, business, operations, or financial condition.
Interest rate increases also have had and may in the future have adverse effects on commercial real estate property values, and, for certain of our borrowers have contributed, and may continue to contribute, to loan non-performance, modifications, defaults, foreclosures, and/or property sales, which could result in us realizing losses on our investments.
Interest rate increases also have had and may in the future have adverse effects on commercial real estate property values, and, for certain of our borrowers have contributed, and may continue to contribute, to loan non-performance, modifications, defaults, foreclosures, and/or property sales, which has resulted and could continue to result in us realizing losses on our investments.
Furthermore, as 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 an unfavorable price.
Furthermore, to the extent regulatory capital requirements imposed on our lenders are increased, our lenders 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 an unfavorable price.
As a consequence of our seeking to maintain our exclusion from registration under the Investment Company Act on an ongoing basis, we and/or our subsidiaries may be restricted from making certain investments or may structure investments in a manner that would be less advantageous to us than would be the case in the absence of such requirements.
As a consequence of our seeking to maintain our exclusion from regulation under the Investment Company Act on an ongoing basis, we and/or our subsidiaries may be restricted from making certain investments or may structure investments in a manner that would be less advantageous to us than would be the case in the absence of such requirements.
In order to comply with provisions that allow us to avoid the consequences of registration under the Investment Company Act, we may need to forego otherwise attractive opportunities and limit the manner in which we conduct our operations. Therefore, compliance with such provisions may hinder our ability to operate solely on the basis of maximizing profits.
In order to comply with provisions that allow us to avoid the consequences of regulation under the Investment Company Act, we may need to forego otherwise attractive opportunities and limit the manner in which we conduct our operations. Therefore, compliance with such provisions may hinder our ability to operate solely on the basis of maximizing profits.
We are generally required to distribute to our stockholders at least 90% of our REIT taxable income each year for us to qualify as a REIT under the Internal Revenue Code, which requirement we currently intend to satisfy through quarterly dividends of all or substantially all of our REIT taxable income in such year, subject to certain adjustments.
We are generally required to distribute to our stockholders at least 90% of our REIT taxable income each year for us to qualify as a REIT under the Internal Revenue Code, which requirement we currently intend to satisfy through quarterly distribution of all or substantially all of our REIT taxable income in such year, subject to certain adjustments.
Breaches in our security or in the security of third-party service providers, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize us and Blackstone, Blackstone’s employees’ or our investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through our or Blackstone’s computer systems and networks, or otherwise cause interruptions or malfunctions in our or Blackstone’s, its employees’, our investors’, our counterparties’ or third parties’ business and operations, which could result in significant financial losses, increased costs, disruption in our business, liability to our investors and other counterparties, regulatory intervention and reputational damage.
Breaches in our cybersecurity or in the cybersecurity of third-party service providers, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize us and Blackstone, Blackstone’s employees’ or our investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through our or Blackstone’s computer systems and networks or that of our third-party service providers, or otherwise cause interruptions or malfunctions in our or Blackstone’s, its employees’, our investors’, our counterparties’ or third parties’ business and operations, which could result in significant financial losses, increased costs, disruption in our business, liability to our investors and other counterparties, regulatory intervention and reputational damage.
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.
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. In addition, we may not identify or foresee future developments that could have a material adverse effect on an investment.
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 dividends to our stockholders: • our ability to make profitable investments; • margin calls or other expenses that reduce our cash flow; • defaults in our asset portfolio or decreases in the value of our portfolio; 55 • the impact of changes in interest rates on our net interest income; and • the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
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: • our ability to make profitable investments; • margin calls or other expenses that reduce our cash flow; • defaults in our asset portfolio or decreases in the value of our portfolio; • the impact of changes in interest rates on our net interest income; and • the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
The issuance of any preferred stock could materially adversely affect the rights of holders of our class A common stock and, therefore, could reduce the value of the class A common stock.
The issuance of any preferred stock could materially adversely affect the rights of 78 holders of our class A common stock and, therefore, could reduce the value of the class A common stock.
When we foreclose on an asset, we take title to the property securing that asset, and then own and operate such property as “real estate owned.” Owning and operating real property involves risks that are different (and in many ways more significant) than the risks faced in owning a loan secured by that property.
When we foreclose on an asset, we take title to the property securing that asset, and then own and operate such property as an owned real estate asset. Owning and operating real property involves risks that are different (and in many ways more significant) than the risks faced in owning a loan secured by that property.
Any such reserve increases are difficult to predict, but are expected to be primarily the result of incremental loan impairments resulting from changes in the specific credit quality factors of such loans and to be concentrated in our loans receivable with a risk rating of “4” as of December 31, 2024.
Any such reserve increases are difficult to predict, but are expected to be primarily the result of incremental loan impairments resulting from changes in the specific credit quality factors of such loans and to be concentrated in our loans receivable with a risk rating of “4” as of December 31, 2025 .
However, a portion of our dividends may be designated by us as long-term capital gains to the extent that they are attributable to capital gain income recognized by us or may constitute a return of capital to the extent that they exceed our earnings and profits as determined for U.S. federal income tax purposes.
However, a portion of our distributions may be designated by us as long-term capital gains to the extent that they are attributable to capital gain income recognized by us or may constitute a return of capital to the extent that they exceed our earnings and profits as determined for U.S. federal income tax purposes.
Blackstone may enter into one or more strategic relationships in certain regions or with respect to certain types of investments that, although intended to provide greater opportunities for us, may require us to share such opportunities or otherwise limit the amount of an opportunity we can otherwise take.
Blackstone reserves the right to enter into one or more strategic relationships in certain regions or with respect to certain types of investments that, although intended to provide greater opportunities for us, may require us to share such opportunities or otherwise limit the amount of an opportunity we can otherwise take.
As a result, no assurance can be given that the level of any dividends we pay to our stockholders will achieve a market yield or increase or even be maintained over time, any of which could materially and adversely affect the market price of our class A common stock.
As a result, no assurance can be given that the level of any distributions we pay to our stockholders will achieve a market yield or increase or even be maintained over time, any of which could materially and adversely affect the market price of our class A common stock.
We may use our net operating losses, to the extent available, carried forward to offset future REIT taxable income, and therefore reduce our dividend requirements. In addition, some of our dividends may include a return of capital, which would reduce the amount of capital available to operate our business.
We may use our net operating losses, to the extent available, carried forward to offset future REIT taxable income, and therefore reduce our dividend requirements. In addition, some of our distributions may include a return of capital, which would reduce the amount of capital available to operate our business.
If market interest rates continue to increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets may affect the market value of our class A common stock.
If market interest rates increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets may affect the market value of our class A common stock.
All dividends will be made at the discretion of our board of directors and will depend on our earnings, our 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.
All distributions will be made at the discretion of our board of directors and will depend on our earnings, our 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.
Thus, maintaining our exclusion from registration under the Investment Company Act may hinder our ability to operate solely on the basis of maximizing profits. There can be no assurance that we and our subsidiaries will be able to successfully maintain our exclusion from registration under the Investment Company Act.
Thus, maintaining our exclusion from regulation under the Investment Company Act may hinder our ability to operate solely on the basis of maximizing profits. There can be no assurance that we and our subsidiaries will be able to successfully maintain our exclusion from regulation under the Investment Company Act.
The current term of the Management Agreement extends to December 19, 2025, and may be renewed for additional one-year terms thereafter; provided, however, that our Manager may terminate the Management Agreement annually upon 180 days’ prior notice.
The current term of the Management Agreement extends to December 19, 2026, and may be renewed for additional one-year terms thereafter; provided, however, that our Manager may terminate the Management Agreement annually upon 180 days’ prior notice.
Our board of directors has duties to us and could only cause such changes in our tax treatment if it determines that such changes are in the best interest of our company. Both the new administration and certain members of the U.S.
Our board of directors has duties to us and could only cause such changes in our tax treatment if it determines that such changes are in the best interest of our company. Both the current administration and certain members of the U.S.
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 shareholders (and their beneficial owners) and material nonpublic information.
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.
Investors and other stakeholders have become more focused on understanding how companies address a variety of sustainability factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to sustainability rating systems that have been developed by third parties to allow sustainability comparisons among companies.
Certain investors and other stakeholders have become more focused on understanding how companies address a variety of sustainability factors. As they evaluate investment decisions, these investors look not only at company disclosures but also to sustainability rating systems that have been developed by third parties to allow sustainability comparisons among companies.
As a result of the risk retention requirements, we have and may in the future be required to purchase and retain certain interests in a securitization into which we sell mortgage loans 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.
As a result of the risk retention requirements, we have and may in the future be 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.
In particular, a change in the value of any of our assets could negatively affect our ability to maintain our exclusion from registration under the Investment Company Act and cause the need for a restructuring of our investment portfolio.
In particular, a change in the value of any of our assets could negatively affect our ability to maintain our exclusion from regulation under the Investment Company Act and cause the need for a restructuring of our investment portfolio.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeLearnings from these tabletop exercises and any cybersecurity events Blackstone experiences are reviewed, discussed, and incorporated into its incident response processes, as appropriate. In addition to Blackstone’s internal exercises to test aspects of its cybersecurity program, Blackstone periodically engages independent third parties to assess the risks associated with its information technology resources and information assets.
Biggest changeLearnings from these tabletop exercises and any cybersecurity events Blackstone experiences are reviewed, discussed, and incorporated into its cybersecurity incident response processes, as appropriate.
Cybersecurity Governance Blackstone has a dedicated cybersecurity team, led by Blackstone’s CSO, who works closely with Blackstone senior management, including Blackstone’s Chief Technology Officer, or CTO, to develop and advance the firm’s cybersecurity program strategy, which applies to us. Blackstone’s CSO and CTO have extensive experience in cybersecurity and technology, respectively.
Cybersecurity Governance Blackstone has a dedicated cybersecurity team, led by Blackstone’s CSO, who works closely with Blackstone senior management, including Blackstone’s Chief Technology Officer , or CTO, to develop and advance the firm’s cybersecurity program and strategy, which applies to us. Blackstone’s CSO and CTO have extensive experience in cybersecurity and technology, respectively.
Our board of directors is responsible for understanding the primary risks to our business. The audit committee of our board of directors is responsible for reviewing our and our Manger’s IT security controls with management and evaluating the adequacy of our and our Manager’s IT security program, compliance and controls with management.
Our board of directors is responsible for understanding the primary risks to our business. The audit committee of our board of directors is responsible for reviewing our and our Manager’s IT security controls with management and evaluating the adequacy of our and our Manager’s IT security program, compliance and controls with management.
Our CTO has over 23 years of information security, technology and engineering experience, including having previously served as the Chief Technology and Chief Innovation Officer at a large financial institution.
Our CTO has over 24 years of information security, technology and engineering experience, including having previously served as the Chief Technology and Chief Innovation Officer at a large financial institution.
Risk Factors – Risks Related to Our Company – Cybersecurity risks and data protection could result in the loss of data, interruptions in our business, damage 59 to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations ” in this Annual Report on Form 10-K.
Risk Factors — Risks Related to Our Company — Cybersecurity risks and data security incidents could result in the loss of data, interruptions in our business, 83 damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations ” in this Annual Report on Form 10-K.
Blackstone examines its cybersecurity program every two to three years with third parties, evaluating its effectiveness in part by considering industry standards and established frameworks, such as the National Institute of Standards and Technology and Center for Internet Security, as guidelines.
Blackstone internally reviews its cybersecurity program and conducts a third-party review every two to three years to evaluate its effectiveness in part by considering industry standards and established frameworks , such as the National Institute of Standards and Technology and Center for Internet Security, as guidelines.
Among other matters, these third parties analyze data on the interactions of users of Blackstone information technology resources, including Blackstone employees, and conduct penetration tests and scanning exercises to assess the performance of Blackstone’s cybersecurity systems and processes.
In addition to Blackstone’s internal exercises to test aspects of its cybersecurity program, Blackstone periodically engages independent third parties to analyze data on the interactions of users of Blackstone information technology resources, including Blackstone employees, and conduct penetration tests and scanning exercises to assess the performance of Blackstone’s cybersecurity systems and processes.
The IRP sets out ongoing monitoring or remediating actions to be taken after resolution of an incident. The IRP is reviewed at least annually. Blackstone maintains a formal cybersecurity risk management process and cybersecurity risk register, designed to identify, track and treat cybersecurity risks at the firm, and integrates these processes into the firm’s overall risk management practices described above.
Blackstone maintains a formal cybersecurity risk management process and cybersecurity risk register, designed to identify, track and treat cybersecurity risks at the firm, and integrates these processes into the firm’s overall risk management practices described above.
Added
The IRP sets out ongoing monitoring or remediation actions to be taken after resolution of an incident. The IRP is reviewed at least annually by members of BXTI and Legal and Compliance.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLEGAL PROCEEDINGS From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2024, we were not involved in any material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 60 PART II.
Biggest changeLEGAL PROCEEDINGS From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2025 , we were not involved in any material legal proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 84 PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program ($ in thousands) (2) October 1 - October 31, 2024 — $ — — $ 139,014 November 1 - November 30, 2024 — $ — — 139,014 December 1 - December 31, 2024 1,017,150 $ 17.91 1,017,150 120,799 Total 1,017,150 $ 17.91 1,017,150 $ 120,799 (1) The average price paid per share is calculated on a trade date basis and excludes associated commissions.
Biggest changePeriod Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program ($ in thousands) (2) October 1 - October 31, 2025 3,336,416 $ 18.38 3,336,416 $ 150,000 November 1 - November 30, 2025 20,700 18.22 20,700 149,623 December 1 - December 31, 2025 — — — 149,623 Total 3,357,116 $ 18.38 3,357,116 $ 149,623 (1) The average price paid per share is calculated on a trade date basis and excludes associated commissions.
The timing and the actual amounts repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. See Note 15 to our consolidated financial statements and “Item 7.
The timing and the actual amounts repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. See Note 15 to our consolidated financial statements and “ Item 7.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our class A common stock is listed for trading on the NYSE under the symbol “BXMT.” As of February 5, 2025 there were 245 holders of record of our class A common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our class A common stock is listed for trading on the NYSE under the symbol “BXMT.” As of February 4, 2026 , there were 238 holders of record of our class A common stock.
Issuer Purchases of Equity Securities The following table sets forth information regarding repurchases of shares of our class A common stock during the three months ended December 31, 2024.
Issuer Purchases of Equity Securities The following table sets forth information regarding re purchases of shares of our class A common stock during the three months ended December 31, 2025 .
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Uses of Liquidity” for further information regarding this repurchase program. ITEM 6. RESERVED 61
Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resource s — Uses of Liquidity ” for further information regarding this repurchase program.
Added
In October 2025, when the amount remaining available for repurchases under the program was $11.6 million , our board of directors approved an amendment to the program to increase the amount available for repurchases under the program, as amended, up to $150.0 million .

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCounterparty Risk The nature of our business requires us to hold our cash and cash equivalents and obtain financing from various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under these various contractual arrangements.
Biggest changeThis exposes us to the risk that these financial institutions may not fulfill their obligations to us under these various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions.
We seek to manage this risk through a comprehensive credit analysis prior to making a loan and active monitoring of the asset portfolios that serve as our collateral, as further discussed above. 96 Currency Risk Our loans that are denominated in a foreign currency are also subject to risks related to fluctuations in currency rates.
We seek to manage this risk through a comprehensive credit analysis prior to making a loan and active monitoring of the asset portfolios that serve as our collateral, as further discussed above. 122 Currency Risk Our loans that are denominated in a foreign currency are also subject to risks related to fluctuations in currency rates.
In addition, substantially all of our net asset exposure to foreign currencies has been hedged with foreign currency forward contracts as of December 31, 2024.
In addition, substantially all of our net asset exposure to foreign currencies has been hedged with foreign currency forward contracts as of December 31, 2025 .
(7) Includes amounts outstanding under secured debt, securitizations, asset-specific debt, Term Loans, and the senior secured notes due 2029, for which we entered into an interest rate swap with a notional amount of $450.0 million that effectively converts our fixed rate exposure to floating rate exposure for such notes.
(7) Includes amounts outstanding under our secured debt, securitizations, asset-specific debt, Term Loans, and Senior Secured Notes due 2029, for which we entered into an interest rate swap with a notional amount of $450.0 million that effectively converts our fixed rate exposure to floating rate exposure for such notes. Excludes amounts related to the indebtedness of our unconsolidated entities.
The following tables outline our assets and liabilities that are denominated in a foreign currency (amounts in thousands): December 31, 2024 GBP EUR All Other (1) Foreign currency assets £ 2,395,743 € 2,217,058 $ 1,422,240 Foreign currency liabilities (1,784,029) (1,604,452) (1,101,233) Foreign currency contracts – notional (604,739) (603,910) (315,272) Net exposure to exchange rate fluctuations £ 6,975 € 8,696 $ 5,735 Net exposure to exchange rate fluctuations in USD (2) $ 8,730 $ 9,004 $ 5,735 (1) Includes Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.
December 31, 2024 GBP EUR All Other (1) Foreign currency assets £ 2,395,743 € 2,217,058 $ 1,422,240 Foreign currency liabilities (1,784,029) (1,604,452) (1,101,233) Foreign currency contracts – notional (604,739) (603,910) (315,272) Net exposure to exchange rate fluctuations £ 6,975 € 8,696 $ 5,735 Net exposure to exchange rate fluctuations in USD (2) $ 8,730 $ 9,004 $ 5,735 (1) Includes Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.
(2) Represents the U.S. Dollar equivalent as of December 31, 2023.
(2) Represents the U.S. Dollar equivalent as of December 31, 2025 .
(2) Increases (decreases) in interest income and expense are presented net of theoretical impact of incentive fees. Refer to Note 16 to our consolidated financial statements for additional details of our incentive fee calculation. (3) Excludes income from loans accounted for under the cost-recovery method. (4) Excludes $1.9 billion of floating rate impaired loans.
(2) Increases (decreases) in interest income and expense are presented net of theoretical impact of incentive fees. Refer to Note 16 to our consolidated financial statements for additional details of our incentive fee calculation. (3) Excludes income from loans accounted for under the cost-recovery method. (4) Excludes $181.5 million of principal balance on floating rate impaired loans.
This risk is partially mitigated by our consideration of rising rate stress-testing during our underwriting process, which generally includes a requirement for our borrower to purchase an interest rate cap contract with an unaffiliated third party, provide an interest reserve deposit, and/or provide interest guarantees or other structural protections.
This risk is partially mitigated by our consideration of rising rate stress-testing during our underwriting process, which generally includes a requirement for our borrower to purchase an interest rate cap contract with an unaffiliated third party, provide an interest reserve deposit, and/or provide interest guarantees or other structural protections. 121 Credit Risks Our loans are subject to credit risk, including the risk of default.
Investment Portfolio Value As of December 31, 2024, substantially all of our portfolio earned a floating rate of interest, so the value of such investments is generally not impacted by changes in market interest rates.
Investment Portfolio Value As of December 31, 2025 , 97% of our loans by principal balance earned a floating rate of interest, so the value of such investments is generally not impacted by changes in market interest rates.
As of December 31, 2024, substantially all of our loans by total loan exposure earned a floating rate of interest and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to changing interest rates, subject to the impact of interest rate floors on certain of our floating rate loans.
As of December 31, 2025 , 97% of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR, and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to changing interest rates, subject to the impact of interest rate floors on certain of our floating rate loans.
(6) Our loan agreements generally require our borrowers to purchase interest rate caps, which mitigates our borrowers’ exposure to an increase in interest rates.
(5) Our loan agreements generally require our borrowers to purchase interest rate caps, which mitigates our borrowers’ exposure to an increase in interest rates . (6) Excludes amounts related to our investments in unconsolidated entities.
We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise. Margin call provisions under our credit facilities do not permit valuation adjustments based on capital markets events, and are limited to collateral-specific credit marks generally determined on a commercially reasonable basis.
We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise. Our master repurchase agreements and secured credit facilities are generally structured without capital markets-based mark-to-market provisions, which means the margin call provisions do not permit valuation adjustments based on capital markets events.
The following table projects the earnings impact on our interest income and expense, presented net of implied changes in incentive fees, for the twelve-month period following December 31, 2024 , of an increase in the various floating-rate indices referenced by our portfolio, assuming no change in credit spreads, portfolio composition, or asset performance, relative to the average indices during the three months ended December 31, 2024 ($ in thousands): Assets (Liabilities) Sensitive to Changes in Interest Rates (1) Interest Rate Sensitivity as of December 31, 2024 (2)(3) Increase in Rates Decrease in Rates 50 Basis Points 100 Basis Points 50 Basis Points 100 Basis Points Floating rate assets (4)(5)(6) $ 17,104,270 $ 68,417 $ 136,834 $ (68,127) $ (135,868) Floating rate liabilities (5)(7) (15,085,043) (60,540) (121,080) 60,540 121,048 Net exposure $ 2,019,227 $ 7,877 $ 15,754 $ (7,587) $ (14,820) (1) Reflects the USD equivalent value of floating rate assets and liabilities denominated in foreign currencies.
The following table projects the impact on our net interest income, presented net of implied changes in incentive fees, for the twelve-month period following December 31, 2025 , of an increase in the various floating-rate indices referenced by our portfolio, assuming no change in credit spreads, portfolio composition, or asset performance, relative to the average indices during the three months ended December 31, 2025 ($ in thousands): Assets (Liabilities) Sensitive to Changes in Interest Rates (1) Interest Rate Sensitivity as of December 31, 2025 (2)(3) Increase in Rates Decrease in Rates 50 Basis Points 100 Basis Points 50 Basis Points 100 Basis Points Floating rate assets (4)(5)(6) $ 17,473,838 $ 69,479 $ 139,298 $ (68,749) $ (127,037) Floating rate liabilities (5)(6)(7) (15,576,746) (62,307) (124,614) 62,307 124,614 Net exposure $ 1,897,092 $ 7,172 $ 14,684 $ (6,442) $ (2,423) (1) Reflects the USD equivalent value of floating rate assets and liabilities denominated in foreign currencies.
We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions. The nature of our loans also exposes us to the risk that our counterparties do not make required interest and principal payments on scheduled due dates.
The nature of our loans also exposes us to the risk that our counterparties do not make required interest and principal payments on scheduled due dates.
Our portfolio monitoring and asset management operations benefit from the deep knowledge, experience, and information advantages derived from our position as part of Blackstone’s real estate platform. Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility.
Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility.
As of December 31, 2024, we had an aggregate $580.7 million asset-specific CECL reserve related to 13 of our loans receivable, with an aggregate amortized cost basis of $1.8 billion, net of cost-recovery proceeds. This CECL reserve was recorded based on our estimation of the fair value of each of the loan’s underlying collateral as of December 31, 2024.
As of December 31, 2025 , we had an aggregate $87.3 million asset-specific CECL reserve related to six of our loans receivable, with an aggregate amortized cost basis of $174.6 million , net of cost-recovery proceeds.
December 31, 2023 GBP EUR All Other (1) Foreign currency assets £ 2,790,247 € 2,569,672 $ 2,124,007 Foreign currency liabilities (2,084,493) (1,887,172) (1,659,790) Foreign currency contracts – notional (696,919) (673,644) (457,035) Net exposure to exchange rate fluctuations £ 8,835 € 8,856 $ 7,182 Net exposure to exchange rate fluctuations in USD (2) $ 11,249 $ 9,776 $ 7,182 (1) Includes Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.
The following tables outline our assets and liabilities that are denominated in a foreign currency (amounts in thousands): December 31, 2025 GBP EUR All Other (1) Foreign currency assets £ 2,711,933 € 2,360,919 $ 2,124,186 Foreign currency liabilities (1,964,941) (1,663,912) (1,674,745) Foreign currency contracts – notional (739,956) (689,868) (440,930) Net exposure to exchange rate fluctuations £ 7,036 € 7,139 $ 8,511 Net exposure to exchange rate fluctuations in USD (2) $ 9,481 $ 8,386 $ 8,511 (1) Includes Swedish Krona, Australian Dollar, and Canadian Dollar currencies.
Removed
(5) Excludes $817.5 million of non-consolidated senior interests and $100.1 million of loan participations sold, as of December 31, 2024. Our non-consolidated senior interests and loan participations sold are structurally non-recourse and term-matched to the corresponding loans, and have no impact on our net floating rate exposure.
Added
This CECL reserve was recorded based on our estimation of the fair value of each of the loan’s underlying collateral as of December 31, 2025 . Our portfolio monitoring and asset management operations benefit from the deep knowledge, experience, and information advantages derived from our position as part of Blackstone’s real estate platform.
Removed
As of December 31, 2024, 92% of our performing loans have interest rate caps, with a weighted-average strike price of 3.5%, or interest guarantees.
Added
The majority of our master repurchase agreements and secured credit facilities are non-mark-to-market, which means the margin call provisions only permit valuation adjustments if the loan or collateral pledged or sold by us becomes defaulted, and the margin call provisions for the remainder are limited to collateral-specific credit marks generally determined on a commercially reasonable basis.
Removed
During the year ended December 31, 2024, interest 95 rate caps on $16.0 billion of performing loans, with a 3.4% weighted-average strike price, expired and 95% were replaced with new interest rate caps, with a weighted-average strike price of 3.7%, or interest guarantees. Credit Risks Our loans are subject to credit risk, including the risk of default.
Added
There can be no assurance we will not experience margin calls under any asset-level financing that contains margin call provisions. Counterparty Risk The nature of our business requires us to hold our cash and cash equivalents and obtain financing from various financial institutions.

Other BXMT 10-K year-over-year comparisons