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What changed in Granite Point Mortgage Trust Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Granite Point 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.

+320 added−320 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-27)

Top changes in Granite Point Mortgage Trust Inc.'s 2025 10-K

320 paragraphs added · 320 removed · 260 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeHealth, Safety and Security in the Workplace We monitor external threats, such as public health risks or civil unrest, and adopt safety measures or otherwise modify our policies and practices as needed to protect our employees. We strive to provide our employees with a safe and healthy work environment free from hazards, violence and threatening behavior.
Biggest changeThe following sections highlight the ways we support our team members. Health, Safety and Security in the Workplace We strive to provide our employees with a safe and healthy work environment free from hazards, violence and threatening behavior.
The actual leverage we employ for particular investments will depend upon our assessment of the credit, liquidity, price volatility and other risks of those investments and the financing counterparties, and availability of particular types of financing at the time, as well as the financial covenants under 3 Table of Contents our financing facilities.
The actual leverage we employ for particular investments will depend upon our assessment of the credit, liquidity, price volatility and other risks of those investments and 3 Table of Contents the financing counterparties, and availability of particular types of financing at the time, as well as the financial covenants under our financing facilities.
Investment Guidelines Our board of directors has approved the following investment guidelines: • no investment shall be made that would cause us to fail to qualify as a REIT under the Code; • no investment shall be made that would cause us to be regulated or required to register as an investment company under the Investment Company Act; • we will primarily invest in our target investments, consisting of senior commercial mortgage loans, mezzanine loans, preferred equity, subordinated mortgage interests, real estate securities and other debt and debt-like commercial real estate investments; • not more than 25% of our equity capital will be invested in any individual asset without the prior approval of a majority of our board of directors; • any investment in excess of $300 million in an individual asset requires the prior approval of a majority of our board of directors; and • until appropriate investments in our target investments are identified, we may invest our available cash in interest-bearing, short-term investments, including money market accounts or funds, and corporate bonds, subject to the requirements for our qualification as a REIT under the Code.
Investment Guidelines Our board of directors has approved the following investment guidelines: • no investment shall be made that would cause us to fail to qualify as a REIT under the Code; • no investment shall be made that would cause us to be regulated or required to register as an investment company under the Investment Company Act; • we will primarily invest in our target investments, consisting of senior commercial mortgage loans, mezzanine loans, preferred equity, subordinated mortgage interests, real estate securities and other debt and debt-like commercial real estate investments; • not more than 25% of our equity capital will be invested in any individual asset without the prior approval of our board of directors; • any investment in excess of $300 million in an individual asset requires the prior approval of our board of directors; and • until appropriate investments in our target investments are identified, we may invest our available cash in interest-bearing, short-term investments, including money market accounts or funds, and corporate bonds, subject to the requirements for our qualification as a REIT under the Code.
Subject to maintaining our qualification as a REIT for U.S. federal income tax purposes and our exemption from the Investment Company Act, we may, from time to time, engage in a variety of hedging transactions that seek to mitigate the effects of fluctuations in interest rates or currencies and their effects on our cash flows.
Subject to maintaining our qualification as a REIT for U.S. federal income tax purposes and our exemption from the Investment Company Act, we may engage in a variety of hedging transactions that seek to mitigate the effects of fluctuations in interest rates or currencies and their effects on our cash flows.
From time to time, we may also directly originate and invest in mezzanine loans, subordinated mortgage interests (sometimes referred to as a B-note) and other real estate securities, and may also invest in preferred equity investments and other investments that are subordinated or otherwise junior in an issuer’s capital structure and that involve privately negotiated structures.
From time to time, we may also directly originate and invest in mezzanine loans, subordinated mortgage interests (sometimes referred to as a B-note) and other real estate securities. We may also invest in preferred equity investments, unsecured notes and other investments that are subordinated or otherwise junior in an issuer’s capital structure, that involve privately negotiated structures.
Several other companies that have raised significant amounts of capital may have investment objectives and strategies that overlap with ours, which may create additional competition for lending and investment opportunities. Some of our competitors may have a lower cost of funds and access to funding sources that may not be available to us.
Several competitors that have raised significant amounts of capital may have investment objectives and strategies that overlap with ours, which may create additional competition for lending and investment opportunities. Some of our competitors may have a lower cost of funds and access to funding sources that may not be available to us.
Professional Development We encourage the ongoing professional development of our employees through attendance at industry conferences and events, continuing education classes or workshops, certification and licensure support and role-specific training and development opportunities. Additionally, we offer our employees tuition reimbursement for qualifying undergraduate or graduate course work.
Professional Development We encourage the ongoing professional development of our employees through attendance at industry conferences and events, continuing education classes or workshops, certification and licensure support, and role-specific training and development opportunities. We also offer our employees tuition reimbursement for qualifying undergraduate or graduate course work.
As stabilized value may be based on certain assumptions, such as future construction completion, projected re-tenanting, payment of tenant improvement or leasing commissions allowances or free or abated rent periods, or increased tenant occupancies. 2 Table of Contents The map and charts below, weighted by carrying value, illustrate the geographic distribution and types of properties securing our loan portfolio as of December 31, 2024: Our Financing Strategy and Leverage We currently finance our business through public and private offerings of our equity and debt securities, asset-backed financings and our outstanding commercial real estate collateralized loan obligations, or CRE CLOs.
As-stabilized value may be based on certain assumptions, such as future construction completion, projected re-tenanting, payment of tenant improvement or leasing commissions allowances or free or abated rent periods, or increased tenant occupancies. 2 Table of Contents The map and charts below, weighted by amortized cost and carrying value, respectively, illustrate the geographic distribution and types of properties securing our loan portfolio as of December 31, 2025: Our Financing Strategy and Leverage We currently finance our business through public and private offerings of our equity and debt securities, asset-backed financings and our outstanding commercial real estate collateralized loan obligations, or CRE CLOs.
As of December 31, 2024, we had repurchase and secured credit financing facilities in place to finance loans held for investment asset with an aggregate maximum borrowing capacity of $1.3 billion. We also finance pools of commercial real estate loans through CRE CLOs, which are consolidated on our financial statements.
As of December 31, 2025, we had repurchase and secured credit financing facilities in place to finance loans held-for-investment asset with an aggregate maximum borrowing capacity of $1.1 billion. We also finance pools of commercial real estate loans through CRE CLOs, which are consolidated on our financial statements.
The Investment Company Act defines voting securities as any security presently entitling the owner, or holder thereof, to vote for the election of directors of a company. We treat entities in which we own at least a majority of the 6 Table of Contents outstanding voting securities as majority-owned subsidiaries for purposes of the 40% test.
The Investment Company Act defines voting securities as any security presently entitling the owner, or holder thereof, to vote for the election of directors of a company. We treat entities in which we own at least a majority of the outstanding voting securities as majority-owned subsidiaries for purposes of the 40% test.
Based on such guidance, to qualify for the exclusion pursuant to Section 3(c)(5)(C), each such subsidiary generally is required to hold at least (i) 55% of its assets in “qualifying” real estate assets and (ii) 80% of its assets in “qualifying” real estate assets and real estate-related assets.
Based on such guidance, to qualify for the exclusion pursuant to Section 3(c)(5)(C), each such subsidiary generally is required to hold at least (i) 55% of its assets in “qualifying” real estate assets and (ii) 80% of its assets in “qualifying” real estate assets and real 6 Table of Contents estate-related assets.
We believe that our well-diversified portfolio and flexible investment strategy will allow us to actively adapt to changing market conditions and generate attractive, long-term returns for our stockholders in a variety of environments. 1 Table of Contents Our Loan Portfolio As of December 31, 2024, our loan portfolio consisted of 54 commercial real estate loan investments with an aggregate principal balance of $2.1 billion and an additional $0.1 billion of future funding obligations.
We believe that our well-diversified portfolio and flexible investment strategy will allow us to actively adapt to changing market conditions and generate attractive, long-term returns for our stockholders in a variety of environments. 1 Table of Contents Our Loan Portfolio As of December 31, 2025, our loan portfolio consisted of 43 commercial real estate loan investments with an aggregate principal balance of $1.7 billion and an additional $0.1 billion of future funding obligations.
These investment guidelines may be changed from time-to-time by our board of directors without our stockholders’ consent, but we expect to disclose any material changes to our investment guidelines in the periodic quarterly and annual reports that we file with the SEC.
These investment guidelines may be changed from time-to-time by our board of directors without our stockholders’ consent, but we expect to disclose any material changes to our investment guidelines in the periodic quarterly and annual reports that we file with the Securities and Exchange Commission, or the SEC.
We are committed to creating and supporting a positive work environment and culture where our employees can grow professionally and contribute to the success of the Company. Our core values of excellence, responsibility, integrity and respect also guide us in building and maintaining fruitful, long-term relationships with our various internal and external stakeholders, including our employees.
We are committed to fostering a positive work environment and culture where our employees can grow professionally and contribute to the Company’s success. Our core values of excellence, responsibility, integrity and respect also guide us in building and maintaining fruitful, long-term relationships with our various internal and external stakeholders, including our employees.
We classify our assets for purposes of certain of our subsidiaries’ Section 3(c)(5)(C) exclusion from the Investment Company Act based upon no-action positions taken by the Securities and Exchange Commission, or the SEC, staff and interpretive guidance provided by the SEC and its staff.
We classify our assets for purposes of certain of our subsidiaries’ Section 3(c)(5)(C) exclusion from the Investment Company Act based upon no-action positions taken by the SEC, staff and interpretive guidance provided by the SEC and its staff.
As of December 31, 2024, the outstanding amount due on securitized debt obligations was $0.8 billion. We are not required to maintain any particular debt-to-equity leverage ratio.
As of December 31, 2025, the outstanding amount due on securitized debt obligations was $0.6 billion. We are not required to maintain any particular debt-to-equity leverage ratio.
For additional information concerning these competitive risks, see “ Risk Factors — Risks Related to our Lending and Investment Activities — We operate in a competitive market for investment opportunities and competition may limit our ability to originate or acquire our target investments and could also affect the pricing of these investments ” in Item 1A of this Annual Report on Form 10-K. 4 Table of Contents Human Capital Our team of talented employees is fundamental to our success.
For additional information concerning these competitive risks, see “ Risk Factors — Risks Related to our Lending and Investment Activities — We operate in a competitive market for investment opportunities, and competition may limit our ability 4 Table of Contents to originate or acquire our target investments and could also affect the pricing of these investments ” in Item 1A of this Annual Report on Form 10-K.
Diversity, Equity, Inclusion and Belonging We are dedicated to promoting a work environment that: • is free from discrimination, harassment or retaliation because of race, color, ethnicity, creed, religion, national origin, sex, sexual orientation (including transgender status, gender identity or expression), pregnancy (including childbirth, lactation or related conditions), marital status, disability, public assistance, age, familial status, genetic information, local commissions activity, veteran status, uniformed servicemember status, or any other status protected by federal, state or local laws; • provides fair treatment and mutual respect to all employees; • is inclusive and embraces individual differences; • provides equal employment opportunities based on ability, performance and potential; • informs all team members of their rights and responsibilities with regards to fairness, equity and respect for all aspects of diversity; • considers flexible work practices, benefits and policies to support employees and their changing needs; and • is committed to the attraction, retention and development of a diverse range of talented, energetic and committed people.
Inclusion and Belonging We are dedicated to promoting a work environment that: • is free from discrimination, harassment or retaliation because of race, color, ethnicity, creed, religion, national origin, sex, sexual orientation (including transgender status, gender identity or expression), pregnancy (including childbirth, lactation or related conditions), marital status, disability, public assistance, age, familial status, genetic information, local commissions activity, veteran status, uniformed service member status, or any other status protected by federal, state or local laws; • provides fair treatment and mutual respect to all employees; • is inclusive and embraces individual differences; • provides equal employment opportunities based on ability, performance and potential; • considers flexible work practices, benefits and policies to support employees and their changing needs; and • is committed to the attraction, retention and development of talented, energetic and committed people.
Compensation and Benefits We provide a comprehensive suite of compensation and benefits that includes the following elements, among others, to promote our employees’ well-being: • competitive compensation packages that consist of salaries, cash bonuses, merit increases and stock-based compensation for eligible employees; 5 Table of Contents • company-paid medical and dental insurance benefits for our full-time employees and their families; • savings and investment opportunities, including a 401(k) plan with company contributions and health savings accounts with company contributions; • physical and mental health and wellness offerings, including a gym reimbursement program, gym discount program, fitness rewards program, free subscriptions to a mental health and meditation app, and an employee assistance program; • generous paid time off, ten company holidays and leave policies, including gender neutral parenting leave; and • flexible/hybrid work model, where employees may work up to two days a week remotely.
Compensation and Benefits We provide a comprehensive suite of compensation and benefits designed to support our employees’ well-being, which includes: • competitive compensation packages consisting of salaries, cash bonuses, merit increases and stock-based compensation for eligible employees; • company-paid medical and dental insurance benefits for our full-time employees and their families; • savings and investment programs, including a 401(k) plan with company contributions and health savings accounts with company contributions; 5 Table of Contents • physical and mental health and wellness resources, such as, a gym reimbursement program, gym discount program, fitness rewards program, free subscriptions to a mental health and meditation app, and an employee assistance program; • generous paid time off, ten company holidays and leave policies, including gender-neutral parental leave; and • flexible/hybrid work model, where employees may work remotely up to two days a week.
As of December 31, 2024, 97.9% of our loan portfolio by principal balance earned a floating rate of interest.
As of December 31, 2025, 97.2% of our loan portfolio by principal balance earned a floating rate of interest.
The table below details overall statistics of our portfolio as of December 31, 2024: (dollars in thousands) Type Maximum Loan Commitment Principal Balance Carrying Value Cash Coupon (2) Yield (3) Original Term (Years) Initial LTV (4) Stabilized LTV (5) Senior loans (1) $ 2,183,737 $ 2,093,096 $ 1,884,581 S+3.77% S+4.01% 3.0 69.8 % 64.6 % Subordinated loans 13,238 13,238 13,067 8.00 % 8.11 % 10.0 41.4 % 36.2 % Total/Wtd.
The table below details overall statistics of our portfolio as of December 31, 2025: (dollars in thousands) Type Maximum Loan Commitment Principal Balance Carrying Value Cash Coupon (2) Yield (3) Original Term (Years) Initial LTV (4) Stabilized LTV (5) Senior loans (1) $ 1,754,416 $ 1,677,017 $ 1,524,803 S+3.62% S+3.93% 3.0 69.0 % 65.2 % Subordinated loans 12,950 12,950 12,929 8.00 % 8.11 % 10.0 41.4 % 36.2 % Total/Wtd.
We also support our employees’ development in their roles through annual performance reviews, and we encourage regular dialogue and interactions between employees and their supervisor and senior leadership.
In addition, we are committed to fostering career growth by promoting employees from within when appropriate. We also support our employees’ development in their roles through annual performance reviews, and we encourage regular dialogue and interactions between employees and their supervisor and senior leadership.
As of December 31, 2024, we employed 33 individuals, all of whom are full time and based out of our two primary office locations in New York, New York, and Saint Louis Park, Minnesota.
Human Capital Our team of talented employees is fundamental to our success. As of December 31, 2025, we employed 28 full-time employees, all of whom are and based out of one of our two primary office locations in New York, New York, and Saint Louis Park, Minnesota.
Employee Engagement We conduct an annual employee survey to measure engagement and satisfaction and to identify any areas where we may improve our work environment, culture or benefit offerings. More than 85% of our team members have completed this engagement survey each year.
Employee Engagement To assess employee engagement and satisfaction, we conduct an annual employee survey and use the results to identify opportunities to enhance our work environment, culture, and benefits. Each year, more than 85% of our team members have completed this survey.
Avg. $ 2,196,975 $ 2,106,334 $ 1,897,648 S+3.77% S+4.01% 3.1 69.6 % 64.4 % ____________________ (1) “Senior” means a loan primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans. (2) Cash coupon does not include origination or exit fees.
Avg. $ 1,767,366 $ 1,689,967 $ 1,537,732 S+3.62% S+3.93% 3.0 68.8 % 65.0 % ____________________ (1) “Senior” means a loan primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans or other investments. (2) Cash coupon does not include origination or exit fees.
We have policies against violent conduct, firearms, drugs and alcohol, and tobacco in the workplace. All personnel have an obligation to report all workplace accidents, injuries and unsafe equipment, practices or conditions.
We monitor external threats, such as public health risks or civil unrest, and adjust our safety measures, policies and practices as needed to help protect our employees. Our policies prohibit violent conduct, firearms and drugs, alcohol, and tobacco in the workplace. All personnel have an obligation to report all workplace accidents, injuries and unsafe equipment, practices or conditions.
In addition, all officers and employees annually receive mandatory third-party training on anti-harassment and diversity, equity, inclusion and belonging. Topics addressed in such training have included creating a culture of belonging and addressing unconscious bias.
In addition, all officers and employees annually receive mandatory third-party training on anti-harassment and inclusion and belonging in the workplace.
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Highlights of the specific ways we support our team members follow.
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More than 86% of respondents to the 2024 survey indicated that they Strongly Agree or Agree that the Company operates by strong values, they have confidence in the leadership of the Company, and there is good interdepartmental cooperation.
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In recent years, there has been greater regulation of financial services firms, particularly in areas such as risk management, leverage and disclosure.
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While we expect that new regulations in these areas will be adopted and existing ones may change in the future, it is not possible at this time to forecast the exact nature of any future legislation, regulations, judicial decisions, orders or interpretations, nor their impact upon our future business, financial condition or results of operations or prospects.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeObtaining and maintaining licenses cause us to incur expenses and failure to be properly licensed under state law or otherwise may have a material adverse effect on us and our operations. 24 Table of Contents Changes in laws or regulations governing our operations, changes in the interpretation thereof or newly-enacted laws or regulations (including laws and regulations having the effect of exempting REITs from the Investment Company Act) and any failure by us to comply with these laws or regulations, could require changes to certain of our business practices, negatively impact our operations, cash flow or financial condition, impose additional costs on us, subject us to increased competition or otherwise adversely affect our business.
Biggest changeChanges in laws or regulations governing our operations, changes in the interpretation thereof or newly enacted laws or regulations (including laws and regulations having the effect of exempting REITs from the Investment Company Act) and any failure by us to comply with these laws or regulations could adversely affect our business.
See “ — Risks Related to Our Lending and Investment Activities — Financial or operating difficulties of our borrowers may result in being subject to bankruptcy proceedings. ” Foreclosure may create a negative public perception of the related property, resulting in a diminution of its value.
See “ — Risks Related to Our Lending and Investment Activities — Financial or operating difficulties of our borrowers may result in our being subject to bankruptcy proceedings. ” Foreclosure may create a negative public perception of the related property, resulting in a diminution of its value.
In addition, if we 15 Table of Contents acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing, we will be subject to the risks normally associated with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond our control, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms.
In addition, if we acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may often be non-income producing, we will be subject to 15 Table of Contents the risks normally associated with such assets and development activities, including risks relating to the availability and timely receipt of zoning and other regulatory or environmental approvals, the cost and timely completion of construction (including risks beyond our control, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms.
The percentage of leverage we employ varies depending on 17 Table of Contents our available capital, our ability to obtain and access financing arrangements with lenders, the type of asset we are funding, whether the financing is recourse or nonrecourse, debt restrictions contained in those financing arrangements and the lenders’ and rating agencies’ estimate of the stability of our investment portfolio’s cash flow.
The percentage of leverage we employ varies depending on our available capital, our ability to obtain and access financing arrangements with lenders, the type of asset we are funding, 17 Table of Contents whether the financing is recourse or nonrecourse, debt restrictions contained in those financing arrangements and the lenders’ and rating agencies’ estimate of the stability of our investment portfolio’s cash flow.
These institutions could be severely impacted by credit market turmoil, changes in legislation, allegations of civil or criminal wrongdoing and may as a result experience financial or other pressures.
These institutions could be severely impacted by credit market turmoil, changes in legislation, or allegations of civil or criminal wrongdoing and may as a result experience financial or other pressures.
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.
As a result of the risk retention requirements, we have been, 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.
The net operating income of an income-producing property can be affected by numerous factors, including, but not limited to: • tenant mix; • success of tenant businesses and tenant bankruptcies; • property management decisions, including decisions on capital improvements, particularly in older building structures; • renovations or repositionings during which operations may be limited or halted completely; • property location and condition; • competition from similar properties; • changes in national, regional or local economic conditions, real estate values or rental or occupancy rates; • increases in remote working arrangements and the subsequent effect on demand for commercial real estate, particularly office properties; • labor shortages and increasing wages; • changes in interest rates and in the state of the credit and securitization markets and the debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate; • changes in governmental rules, regulations and fiscal policies, including income tax regulation, real estate taxes, environmental legislation and zoning laws; • responses of businesses, governments and individuals to pandemics or outbreaks of contagious disease; • environmental contamination and any liabilities relating to environmental matters at the property; • fraudulent acts or theft on the part of the property owner, sponsor and/or property manager; and • natural disasters, such as hurricanes, earthquakes, wildfires and floods, including climate change-related risks; acts of war and terrorism; social unrest; civil disturbances and other events which may result in property damage, a decrease in the availability of and/or an increase in the cost of insurance and/or uninsured losses.
The net operating income of an income-producing property can be affected by numerous factors, including, but not limited to: • tenant mix; • success of tenant businesses and tenant bankruptcies; • property management decisions, including decisions on capital improvements, particularly in older building structures; • renovations or repositionings during which operations may be limited or halted completely; • property location and condition; • competition from similar properties; • changes in national, regional or local economic conditions, real estate values, or rental or occupancy rates; • remote working arrangements and the subsequent effect on demand for commercial real estate, particularly office properties; • labor shortages and increasing wages; • changes in interest rates and in the state of the credit and securitization markets and the debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate; • changes in governmental rules, regulations and fiscal policies, including income tax regulation, real estate taxes, environmental legislation and zoning laws; • responses of businesses, governments and individuals to pandemics or outbreaks of contagious disease; • environmental contamination and any liabilities relating to environmental matters at the property; • fraudulent acts or theft on the part of the property owner, sponsor and/or property manager; and • natural disasters, such as hurricanes, earthquakes, wildfires and floods, including climate change-related risks; acts of war and terrorism; social unrest; civil disturbances and other events which may result in property damage, a decrease in the availability of and/or an increase in the cost of insurance and/or uninsured losses.
Attacks on us and our service providers’ systems could involve, and in some instances have in the past involved, attempts that are intended to obtain unauthorized access to our proprietary information or personal identifying information of our stockholders, destroy data, disable, degrade or sabotage our systems, including through the introduction of computer viruses and other malicious code, or divert or steal funds, including by wire fraud and other nefarious means.
Attacks on us and our service providers’ systems could involve, and in some instances have in the past involved, attempts that are intended to obtain unauthorized access to our proprietary information or personal identifying information; destroy data; disable, degrade or sabotage our systems, including through the introduction of computer viruses and other malicious code; or divert or steal funds, including by wire fraud and other nefarious means.
We can provide no assurance that we will be able to identify and originate loans or make investments that are consistent with our investment objectives. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.
We can provide no assurance that we will be able to identify and originate loans or make investments that are consistent with our investment objectives. We cannot assure that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results of operations.
The success of our investment strategy depends, in part, on our ability to effectuate, when appropriate, loan modifications and/or restructurings with our borrowers. The activity of identifying and implementing successful modifications and restructurings entails a high degree of uncertainty, including macroeconomic and borrower-specific factors beyond our control that impact our borrowers and their operations.
The success of our investment strategy depends, in part, on our ability to effectuate, when appropriate, loan modifications, extensions and/or restructurings with our borrowers. The activity of identifying and implementing successful modifications, extensions and restructurings entails a high degree of uncertainty, including macroeconomic and borrower-specific factors beyond our control that impact our borrowers and their operations.
Such investments are potentially subject to the costs associated with operating and redeveloping a property, including any operating shortfalls and significant capital expenditures, and to the potential for deterioration of real estate fundamentals and the risk of adverse changes in local market and economic conditions, which may include changes in supply of and demand for competing properties in an area, changes in interest rates and related increases in borrowing costs, fluctuations in the average occupancy and room rates for hotel properties, changes in demand for commercial office properties (including as a result of an increased prevalence of remote work), changes in the financial resources of tenants, defaults by borrowers or tenants and the lack of availability of mortgage funds, which may render the sale or refinancing of properties difficult or impracticable.
Such investments are potentially subject to the costs associated with operating and redeveloping a property, including any operating shortfalls and significant capital expenditures, and to the potential for deterioration of real estate fundamentals and the risk of adverse changes in local market and economic conditions, which may include changes in supply of and demand for competing properties in an area, changes in interest rates and related increases in borrowing costs, fluctuations in the average occupancy and room rates for hotel properties, changes in demand for commercial office properties (including as a result of the continued prevalence of remote work), changes in the financial resources of tenants, defaults by borrowers or tenants and the lack of availability of mortgage funds, which may render the sale or refinancing of properties difficult or impracticable.
These increased rates have increased borrowers' interest payments, adversely affected commercial real estate property values and for certain of our borrowers have contributed, and may continue to contribute, to loan non-performance, modifications, defaults, foreclosures and/or property sales, as well as losses on our investments.
These increased rates have increased borrowers interest payments, adversely affected commercial real estate property values and for certain of our borrowers have contributed, and may continue to contribute, to loan non-performance, modifications, defaults, foreclosures and/or property sales, as well as losses on our investments.
Investment in the loans of financially or operationally troubled borrowers involves a high degree of credit and market risk. The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications and/or restructurings.
Investment in the loans of financially or operationally troubled borrowers involves a high degree of credit and market risk. The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications, extensions and/or restructurings.
Any such increases would also increase our borrowers’ interest payments and, for certain borrowers, may lead to defaults and losses to us. Such increases could also adversely affect commercial real estate property values.
Any such increases would also increase our borrowers interest payments and, for certain borrowers, may lead to defaults and losses to us. Such increases could also adversely affect commercial real estate property values.
In addition, investments in real estate and real estate-related businesses and assets may be subject to the risk of environmental liabilities, contingent liabilities upon disposition of assets, casualty or condemnations losses, energy supply shortages, natural disasters, climate-related risks (including transition risks and acute and chronic physical risks), acts of God, terrorist attacks, war, pandemic or other public health events and other events that are beyond our control, and various uninsured or uninsurable risks.
In addition, investments in real estate and real estate-related businesses and assets may be subject to the risk of environmental liabilities, contingent liabilities upon disposition of assets, casualty or condemnations losses, energy supply shortages, natural disasters, climate-related risks (including transition risks and acute and chronic physical risks), terrorist attacks, war, pandemic or other public health events and other events that are beyond our control, and various uninsured or uninsurable risks.
Risk Factors SUMMARY OF RISK FACTORS • Fluctuations in interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, our cash flows and the market value of our investments, and ultimately limit our ability to pay distributions to our stockholders. • Adverse changes in the real estate and real estate capital markets could negatively impact our performance by making it more difficult for our borrowers to satisfy their debt payment obligations, which could result in losses on our loan investments and/or make it more difficult for us to generate consistent or attractive risk-adjusted returns. • Our results of operations, financial condition and business could be materially adversely affected if we experience difficulty accessing financing or raising capital (including due to a significant dislocation in or shut-down of the capital markets), a reduction in the yield on our investments, an increase in the cost of our financing, an inability to borrow incremental amounts or an obligation to repay amounts under our financing arrangements or borrower defaults. • Events giving rise to increases in our current expected credit loss reserve, including the impact of the current economic environment, have had an adverse effect on our business and results of operations and could in the future have a material adverse effect on our business, financial condition and results of operations. • Our lending and investment activities subject us to the general political, economic, capital markets, societal, competitive and other conditions that markedly impact financial markets, such as reduced demand for office properties as a result of remote working arrangements that allow work from remote locations other than an employer’s office premises. • Adverse legislative or regulatory developments, including with respect to tax laws, securities laws and the laws governing financial and lending institutions, could increase our cost of doing business and/or reduce our operating flexibility and the price of our common stock. • Acts of God, such as hurricanes, earthquakes and other natural disasters, including climate change-related risks, acts of war and/or terrorism, pandemics or outbreaks of infectious disease, and other events that can markedly impact financial markets, may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments. • The economic impact of escalating global trade tensions, including those related to the conflict between Russia and Ukraine, and the ensuing adoption or expansion of economic sanctions or trade restrictions, could adversely affect the real estate securing our investments. • Deterioration in the performance of properties securing our investments may cause deterioration in the performance of our investments, instances of default or foreclosure on such properties and, potentially, principal losses to us. • Adverse developments in the availability of desirable investment opportunities whether they are due to competition, regulation or otherwise, could adversely affect our results of operations. • Difficulty or delays in redeploying the proceeds from repayments of our existing loans and investments may cause our financial performance and returns to stockholders to suffer. • Increased competition from entities engaged in mortgage lending and/or investing in our target assets may limit our ability to originate or acquire desirable loans and investments, and could also affect the yields on these assets and have a material adverse effect on our business, financial condition and results of operations. • If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.
Risk Factors SUMMARY OF RISK FACTORS • Fluctuations in interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, our cash flows and the market value of our investments, and ultimately limit our ability to pay distributions to our stockholders. • Adverse changes in the real estate and real estate capital markets could negatively impact our performance by making it more difficult for our borrowers to satisfy their debt payment obligations, which could result in losses on our loan investments and/or make it more difficult for us to generate consistent or attractive risk-adjusted returns. • Our results of operations, financial condition and business could be materially adversely affected if we experience difficulty accessing financing or raising capital (including due to a significant dislocation in or shut-down of the capital markets), a reduction in the yield on our investments, an increase in the cost of our financing, an inability to borrow incremental amounts or an obligation to repay amounts under our financing arrangements or borrower defaults. • Events giving rise to increases in our current expected credit loss reserve, including the impact of the current economic environment, have had an adverse effect on our business and results of operations and could in the future have a material adverse effect on our business, financial condition and results of operations. • Our lending and investment activities subject us to the general political, economic, capital markets, societal, competitive and other conditions that markedly impact financial markets, such as reduced demand for office properties as a result of remote working arrangements that allow work from remote locations other than an employer’s office premises. • Adverse legislative or regulatory developments, including with respect to tax laws, securities laws and the laws governing financial and lending institutions, could increase our cost of doing business and/or reduce our operating flexibility and the price of our common stock. • Natural disasters, such as hurricanes, earthquakes, wildfires and floods, including climate change-related risks; acts of war and terrorism; pandemics or outbreaks of infectious disease; and other events that can markedly impact financial markets may cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real estate securing our investments. • The economic impact of escalating geopolitical and global trade tensions, including the adoption or expansion of economic sanctions or trade restrictions, could adversely affect the real estate securing our investments. • Deterioration in the performance of properties securing our investments may cause deterioration in the performance of our investments, instances of default or foreclosure on such properties and, potentially, principal losses to us. • Adverse developments in the availability of desirable investment opportunities whether they are due to competition, regulation or otherwise, could adversely affect our results of operations. • Difficulty or delays in redeploying the proceeds from repayments of our existing loans and investments may cause our financial performance and returns to stockholders to suffer. • Increased competition from entities engaged in mortgage lending and/or investing in our target assets may limit our ability to originate or acquire desirable loans and investments, and could also affect the yields on these assets and have a material adverse effect on our business, financial condition and results of operations. • If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.
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 31 Table of Contents 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 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, ifs regulatory capital requirements imposed on our lenders are increased, they may be required to limit, or increase the cost of, financing they provide to us. In general, this could potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or price.
In addition, if regulatory capital requirements imposed on our lenders are increased, they may be required to limit, or increase the cost of, financing they provide to us. In general, this could potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or price.
The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to stockholders, material nonpublic information and the intellectual property and trade secrets and other sensitive information in our possession.
The failure of these systems or of disaster recovery plans for any reason could cause significant interruptions in our operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information, material nonpublic information and the intellectual property and trade secrets and other sensitive information in our possession.
A number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders.
A number of judicial decisions have upheld the right of borrowers to sue lending institutions on the basis of various evolving legal theories, collectively termed “lender liability.” Generally, lender liability is founded on the premise that a lender 12 Table of Contents has either violated a duty, whether implied or contractual, of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or stockholders.
In addition, our investments may be exposed to new or increased risks and liabilities associated with global climate change, such as increased frequency or intensity of adverse weather and natural disasters, which could negatively impact our and our borrowers' businesses and the value of the properties securing our investments.
In addition, our investments may be exposed to new or increased risks and liabilities associated with global climate change, such as increased frequency or intensity of adverse weather and natural disasters, which could negatively impact our and our borrowers businesses and the value of the properties securing our investments.
Although we intend to make regular quarterly distributions to holders of our common stock and we currently expect to distribute at least 90% of our net taxable income to our stockholders on an annual basis, we have not established a minimum distribution payment level and our ability to pay distributions may be adversely affected by a 27 Table of Contents number of factors, including the risk factors described in this Annual Report on Form 10-K.
Although we intend to make regular quarterly distributions to holders of our common stock and we currently expect to distribute at least 90% of our net taxable income to our stockholders on an annual basis, we have not established a minimum distribution payment level, and our ability to pay distributions may be adversely affected by a number of factors, including the risk factors described in this Annual Report on Form 10-K.
For example, our information and technology systems, as well as those of other related parties, such as service providers, may be vulnerable to damage or interruption from cybersecurity breaches, 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, our information and technology systems, as 21 Table of Contents well as those of 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.
Breaches in security, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our employees’, investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our employees’, investors’, counterparties’ or third-parties’ operations, which could result in significant losses, increased costs, 22 Table of Contents disruption of our business, liability to our investors and other counterparties, regulatory intervention or reputational damage.
Breaches in security, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our employees’, investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our employees’, investors’, counterparties’ or third parties’ operations, which could result in significant losses, increased costs, disruption of our business, liability to our investors and other counterparties, regulatory intervention or reputational damage.
We note that the SEC staff’s prior no-action positions are based on specific factual situations that may be substantially different from the factual situations we and our subsidiaries may face, and a number of these no-action positions were issued more than twenty years ago.
We note that the SEC staff’s prior no-action positions are based on specific factual situations that may be substantially different from the factual situations we and our subsidiaries may face, and a number of these no-action positions were issued more than 20 years ago.
With certain exceptions, the Maryland General Corporation Law provides that a holder of “control shares” of a Maryland corporation acquired in a “control share acquisition” has no voting rights with respect to those shares except to the extent approved by a vote of two-thirds of the votes entitled to be 26 Table of Contents cast on the matter, excluding shares owned by the acquiring person or by our officers or by our directors who are our employees.
With certain exceptions, the Maryland General Corporation Law provides that a holder of “control shares” of a Maryland corporation acquired in a “control share acquisition” has no voting rights with respect to those shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares owned by the acquiring person or by our officers or by our directors who are our employees.
Issuance of stock without stockholder approval. Our charter authorizes our board of directors, without stockholder approval, to authorize the issuance of up to 450,000,000 shares of common stock and up to 50,000,000 shares of preferred stock. As of December 31, 2024, under our charter, 11,500,000 of the authorized shares of preferred stock are classified as our Series A Preferred Stock.
Issuance of stock without stockholder approval. Our charter authorizes our board of directors, without stockholder approval, to authorize the issuance of up to 450,000,000 shares of common stock and up to 50,000,000 shares of preferred stock. As of December 31, 2025, under our charter, 11,500,000 of the authorized shares of preferred stock are classified as our Series A Preferred Stock.
For example, many businesses permit employees to work from home and make use of flexible work schedules, open workplaces, videoconferences and teleconferences, which have had and could continue to have a longer-term impact on the demand for both office space and hotel rooms for business travel, which could adversely affect our investments in assets secured by office or hotel properties.
For example, many businesses permit employees to work from remote locations and make use of flexible work schedules, open workplaces, videoconferences and teleconferences, which have had and could continue to have a longer-term impact on the demand for both office space and hotel rooms for business travel, which could adversely affect our investments in assets secured by office or hotel properties.
If we decide to issue debt or equity securities which would rank senior to our common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility.
If we decide to issue debt or equity securities that rank senior to our common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting our operating flexibility.
Such changes have included, and may in the future include, economic and/or market fluctuations, reduced demand for office properties as a result of increases in remote working arrangements, changes in environmental, zoning and other laws, casualty or condemnation losses, regulatory limitations on rents, evictions and/or foreclosures, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand of real estate products, fluctuations in real estate fundamentals, the financial resources of borrower entities, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, terrorism, acts of war, outbreaks of pandemic or contagious diseases, changes in government regulations, political and legislative uncertainty, changes in monetary policy, changes in real 8 Table of Contents property tax rates and operating expenses, changes in interest rates, changes in the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, changes in consumer spending, negative developments in the economy that depress travel activity, escalating global trade tensions, the conflict between Russia and Ukraine, conditions in the Middle East, adverse changes in demand and/or real estate values generally and other factors that are beyond our control.
Such changes have included, and may in the future include, economic and/or market fluctuations, reduced demand for office properties as a result of remote working arrangements, changes in environmental, zoning and other laws, casualty or condemnation losses, regulatory limitations on rents, evictions and/or foreclosures, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand of real estate products, fluctuations in real estate fundamentals, the financial resources of borrower entities, energy and supply shortages, various uninsured or uninsurable risks, natural disasters, terrorism, acts of war, outbreaks of pandemic or contagious diseases, changes in government regulations, political and legislative uncertainty, changes in monetary policy, changes in real property tax rates and operating expenses, changes in interest rates, changes in the availability of debt financing and/or mortgage funds which 8 Table of Contents may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, changes in consumer spending, negative developments in the economy that depress travel activity, escalating geopolitical and global trade tensions, adverse changes in demand and/or real estate values generally and other factors that are beyond our control.
This sector has over the past few years been negatively affected by certain macroeconomic factors, such as an increased prevalence of remote work. Any such reserve increases are difficult to predict, but are expected to be primarily the result of incremental loan impairments resulting from changes in the specific credit quality factors of such loan investments.
This sector has over the past few years been negatively affected by certain macroeconomic factors, such as the continued prevalence of remote work. Any such reserve increases are difficult to predict, but are expected to be primarily the result of incremental loan impairments resulting from changes in the specific credit quality factors of such loan investments.
If the SEC or its staff were to disagree with our treatment of one or more 23 Table of Contents subsidiary entities as majority-owned subsidiaries, we may need to adjust our strategy and our assets in order to continue to pass the 40% test. Any adjustment in our strategy or assets could have a material adverse effect on us.
If the SEC or its staff were to disagree with our treatment of one or more subsidiary entities as majority-owned subsidiaries, we may need to adjust our strategy and our assets in order to continue to pass the 40% test. Any adjustment in our strategy or assets could have a material adverse effect on us.
We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets. 28 Table of Contents In addition, our TRS is subject to full U.S. federal, state, local and foreign corporate-level income taxes.
We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of the other companies through which we indirectly own our assets. In addition, our TRS is subject to full U.S. federal, state, local and foreign corporate-level income taxes.
“Qualifying” real estate assets for this purpose include mortgage loans, certain B-notes and certain mezzanine loans that satisfy various conditions as set forth in SEC staff no-action letters and other guidance, and other assets that the SEC staff in various no-action letters and other guidance has determined are the functional equivalent of senior mortgage loans for the purposes of the Investment Company Act.
“Qualifying” real estate assets for this purpose include mortgage loans, certain B-notes and certain mezzanine loans that satisfy various conditions as set forth in SEC staff no-action letters and other guidance, and other assets that the SEC staff in various no-action letters and other guidance has determined are the functional equivalent 23 Table of Contents of senior mortgage loans for the purposes of the Investment Company Act.
Our 29 Table of Contents board of directors, in its sole discretion, may exempt (prospectively or retroactively) a person from this limitation if it obtains such representations, covenants and undertakings as it deems appropriate to conclude that granting the exemption will not cause us to lose our status as a REIT.
Our board of directors, in its sole discretion, may exempt (prospectively or retroactively) a person from this limitation if it obtains such representations, covenants and undertakings as it deems appropriate to conclude that granting the exemption will not cause us to lose our status as a REIT.
The materiality of sustainability risks and impacts on an individual potential investment or portfolio as a whole depends on many factors, including the relevant industry, location, asset class and investment strategy. Relying on the resources available to us, we evaluate our potential investments based on criteria we deem appropriate for the relevant investment.
The 11 Table of Contents materiality of sustainability risks and impacts on an individual potential investment or portfolio as a whole depends on many factors, including the relevant industry, location, asset class and investment strategy. Relying on the resources available to us, we evaluate our potential investments based on criteria we deem appropriate for the relevant investment.
Our amended and restated bylaws require us to indemnify each present and former director or officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us.
Our amended and restated bylaws require us to 26 Table of Contents indemnify each present and former director or officer, to the maximum extent permitted by Maryland law, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service to us.
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.
However, a portion of our distributions may be designated by us as long-term capital gains to the extent that they are 27 Table of Contents 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.
There has been an increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because we hold a significant amount of confidential and sensitive information.
There has been an increase in the frequency and sophistication of the cyber and security threats we face, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target us because we hold confidential and sensitive information.
Investments in CMBS, CRE CLOs and other similarly structured finance investments, as well as those we structure, sponsor or arrange, pose additional risks, including the risks of the securitization process and the risk that the special servicer may take actions that could adversely affect our interests.
Investments in CMBS, CRE CLOs and other similarly structured finance investments, as well as those we structure, sponsor or arrange, pose additional risks, including the 20 Table of Contents risks of the securitization process and the risk that the special servicer may take actions that could adversely affect our interests.
In particular, our loan investments secured by office buildings have experienced higher levels of CECL reserves and may continue to do so if market conditions relevant to office buildings do not improve. A substantial portion of our loan investments are secured by office space and similar commercial real estate.
In particular, our loan 16 Table of Contents investments secured by office buildings have experienced higher levels of CECL reserves and may continue to do so if market conditions relevant to office buildings do not improve. A substantial portion of our loan investments are secured by office space and similar commercial real estate.
We and our service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions, and their operations rely on the secure access to, and processing, storage and transmission of confidential and other 21 Table of Contents information in their systems and those of their respective third-party service providers.
We and our service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions, and their operations rely on the secure access to, and processing, storage and transmission of confidential and other information in their systems and those of their respective third-party service providers.
Transition risks, such as government restrictions, standards or regulations intended to reduce greenhouse gas emissions and potential climate change impacts, are emerging and may increase in the future in the form of restrictions or additional requirements on the development of commercial real estate.
Transition risks, such as 24 Table of Contents government restrictions, standards or regulations intended to reduce greenhouse gas emissions and potential climate change impacts, are emerging and may increase in the future in the form of restrictions or additional requirements on the development of commercial real estate.
In addition, other than a few narrow exceptions, ASU 2016-13 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the GAAP principal underlying the CECL model that all loans, debt securities, and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.
In addition, other than a few narrow exceptions, ASU 2016-13 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the Generally Accepted Accounting Principles, or GAAP, principal underlying the CECL model that all loans, debt securities, and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.
For example, our concentration of investments secured by office properties are subject to a higher risk of loss as a result of hybrid work arrangements that allow employees to work from remote locations other than their employer’s office premises.
For example, our concentration of investments secured by office properties are subject to a higher 10 Table of Contents risk of loss as a result of hybrid work arrangements that allow employees to work from remote locations other than their employer’s office premises.
Additionally, the size of our employee base (33 employees as of December 31, 2024, inclusive of the senior management group) means that we have limited overlap in roles such that any degree of attrition could challenge operations. Many of these roles are highly specialized and specific to our industry, making them difficult to source.
Additionally, the size of our employee base (28 employees as of December 31, 2025, inclusive of the senior management group) means that we have limited overlap in roles such that any degree of attrition could challenge operations. Many of these roles are highly specialized and specific to our industry, making them difficult to source.
We have in the past retained, and would expect in the future to retain, all or a portion of the equity and potentially other tranches in the securitized pool of loans or investments. In addition, we have in the 20 Table of Contents past, and may in the future, retain pari passu participations in securitized loans.
We have in the past retained, and would expect in the future to retain, all or a portion of the equity and potentially other tranches in the securitized pool of loans or investments. In addition, we have in the past, and may in the future, retain pari passu participations in securitized loans.
We may be required to record further increases to our CECL reserves in the future, depending on the performance of our portfolio and broader market conditions, and there may 16 Table of Contents be volatility in the level of our CECL reserves.
We may be required to record further increases to our CECL reserves in the future, depending on the performance of our portfolio and broader market conditions, and there may be volatility in the level of our CECL reserves.
If that partnership or limited liability company owned non-qualifying assets or earned non-qualifying income, we may not be able to satisfy all of the REIT income or asset tests.
If that partnership or limited liability company owned non-qualifying assets 31 Table of Contents or earned non-qualifying income, we may not be able to satisfy all of the REIT income or asset tests.
Some physical risk is inherent in all properties, particularly properties in certain locations and in light of the unknown potential for extreme weather and other events that could occur related to climate change. Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to ESG matters, that could expose us to numerous risks.
Some physical risk is inherent in all properties, particularly properties in certain locations and in light of the unknown potential for extreme weather and other events that could occur related to climate change. Our business is subject to evolving corporate governance and public disclosure regulations and expectations that could expose us to numerous risks.
In addition, selecting and evaluating material due diligence matters, including ESG factors, is subjective by nature, and there is no guarantee that the criteria utilized or judgment exercised by us or a third-party specialist (if any) will reflect the 11 Table of Contents beliefs, values, internal policies or preferred practices of any particular investor or align with the beliefs or values or preferred practices of other commercial real estate debt investors or with market trends.
In addition, selecting and evaluating material due diligence matters is subjective by nature, and there is no guarantee that the criteria utilized or judgment exercised by us or a third-party specialist (if any) will reflect the beliefs, values, internal policies or preferred practices of any particular investor or align with the beliefs or values or preferred practices of other commercial real estate debt investors or with market trends.
There have been a number of recent highly publicized cases involving the dissemination, theft and destruction of corporate information or other assets, as a result of a failure to follow procedures by employees or contractors or as a result of actions by a variety of third parties.
There have also been a number of cases involving the dissemination, theft and destruction of corporate information or other assets, as a result of a failure to follow procedures by employees or contractors or as a result of actions by a variety of third parties.
The properties securing our investments may at times be concentrated in certain property types or geographies that may be 10 Table of Contents subject to higher risk of loss.
The properties securing our investments may at times be concentrated in certain property types or geographies that may be subject to higher risk of loss.
Statements about any ESG-related initiatives and goals we undertake, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.
Statements about any initiatives and goals related to environmental, social and governance, or ESG, matters we undertake, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.
Under current law, for taxable years before January 1, 2026, REIT dividends (other than capital gain dividends and qualified dividends) received by non-corporate taxpayers may be eligible for a 20% deduction which, if allowed in full, equates to a maximum effective U.S. federal income tax rate on ordinary REIT dividends of 29.6%.
Under current law, REIT dividends (other than capital gain dividends and qualified dividends) received by non-corporate taxpayers may be eligible for a 20% deduction which, if allowed in full, equates to a maximum effective U.S. federal income tax rate on ordinary REIT dividends of 29.6%.
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.
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 and material nonpublic information.
Some of the provisions of Maryland law and our charter and amended and restated bylaws discussed below could make it more difficult for a third-party to acquire us, even if doing so might be beneficial to our stockholders by providing them with the opportunity to sell their shares at a premium to the then current market price.
Provisions of our charter and amended and restated bylaws and Maryland law may deter takeover attempts, which may limit the opportunity of our stockholders to sell their shares at a favorable price. 25 Table of Contents Some of the provisions of Maryland law and our charter and amended and restated bylaws discussed below could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders by providing them with the opportunity to sell their shares at a premium to the then-current market price.
In response to inflationary pressures, the Federal Reserve raised benchmark overnight interest rates on multiple occasions in 2022 and 2023. While the Federal Reserve reduced its benchmark overnight interest rates in the second half of 2024, they remain high and how long they will remain at elevated levels remains uncertain.
In response to inflationary pressures, the Federal Reserve raised benchmark overnight interest rates on multiple occasions in 2022 and 2023. While the Federal Reserve reduced its benchmark overnight interest rates in the second half of 2024 and second half of 2025, they remain at elevated levels.
Investment returns may be reduced if we are required to register as an investment company under the Investment Company Act. We currently conduct, and intend to continue to conduct, our operations so that we are not required to register as an investment company under the Investment Company Act.
We currently conduct, and intend to continue to conduct, our operations so that we are not required to register as an investment company under the Investment Company Act.
In 13 Table of Contents the event any of the properties or entities underlying or collateralizing our commercial real estate loans or investments experiences or continues to experience any of the foregoing events or occurrences, the value of, and return on, such investments could be reduced, which, in turn, would adversely affect our results of operations and financial condition.
In the event any of the properties or entities underlying or collateralizing our commercial real estate loans or investments experiences or continues to experience any of the foregoing events or occurrences, the value of, and return on, such investments could be reduced, which, in turn, would adversely affect our results of operations and financial condition. 13 Table of Contents Loans on properties in transition may involve a greater risk of loss than conventional mortgage loans.
If we fail to comply with these requirements, we must dispose of a portion of our assets or otherwise come into compliance within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences. As a result, we may be required to liquidate or restructure otherwise attractive investments.
If we fail to comply with these requirements, we must dispose of a portion of our assets or otherwise 28 Table of Contents come into compliance within 30 days after the end of the calendar quarter in order to avoid losing our REIT status and suffering adverse tax consequences.
Moreover, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such real estate loan, debt securities or other interests, replacement “takeout” financing will not be available. Additionally, such loan modifications may result in our becoming the owner of the underlying real estate.
Moreover, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such real estate loan, debt securities or other interests, replacement “takeout” financing will not be available.
There can be no assurances that the credit ratings of our corporate debt or the notes issued in our securitization transactions will not be downgraded in the future, whether as a result of deteriorating general economic conditions, failure to successfully implement our operating strategy or the adverse impact on our results of operations or liquidity position of any of the above, or otherwise. 19 Table of Contents The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future.
There can be no assurances that the credit ratings of our corporate debt or the notes issued in our securitization transactions will not be downgraded in the future, whether as a result of deteriorating general economic conditions, failure to successfully implement our operating strategy or the adverse impact on our results of operations or liquidity position of any of the above, or otherwise.
We borrow funds under repurchase facilities and other financing arrangements with various counterparties. The documents that govern these financing arrangements and the related guarantees contain, and additional lending facilities may contain, customary affirmative and negative covenants, including financial covenants that may restrict our flexibility to determine our operating policies and investment strategy.
The documents that govern these financing arrangements and the related guarantees contain, and additional lending facilities may contain, affirmative and negative covenants, including financial covenants that may restrict our flexibility to determine our operating policies and investment strategy.
A REIT may own up to 100% of the stock of one or more TRSs. A TRS may earn income that would not be qualifying REIT income if earned directly by the parent REIT. Both the TRS and the REIT must jointly elect to treat the subsidiary as a TRS.
A TRS may earn income that would not be qualifying REIT income if earned directly by the parent REIT. Both the TRS and the REIT must jointly elect to treat the subsidiary as a TRS.
The U.S. federal income tax rules dealing with REITs are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury, which results in statutory changes as well as frequent revisions to regulations and interpretations. Several recent proposals have been made that would make substantial changes to the U.S. federal income tax laws generally.
The U.S. federal income tax rules dealing with REITs are constantly under review by persons involved in the legislative process, the IRS and the U.S. Treasury, which results in statutory changes as well as frequent revisions to regulations and interpretations.
Generally, our borrowers may repay their loans prior to their stated maturities. In periods of declining interest rates and/or credit spreads, or as the business plans for the underlying collateralizing properties reach completion, prepayment rates on loans generally increase.
In periods of declining interest rates and/or credit spreads, or as the business plans for the underlying collateralizing properties reach completion, prepayment rates on loans generally increase.
The market price and liquidity of the market for shares of our common stock has been and may in the future be significantly affected by numerous factors, including the risk factors described “ Risk Factors ” in this Item 1A, some of which are beyond our control and may not be directly related to our operating performance. 25 Table of Contents Future issuances of equity or debt securities, which may include securities that would rank senior to our common stock, may adversely affect the market price of the shares of our common stock.
The market price and liquidity of the market for shares of our common stock has been and may in the future be significantly affected by numerous factors, including the risk factors described “ Risk Factors ” in this Item 1A, some of which are beyond our control and may not be directly related to our operating performance.
See “ — Risks Related to Our Lending and Investment Activities — Taking title to properties securing loans via foreclosure 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 Table of Contents Financial or operating difficulties of our borrowers may result in our being subject to bankruptcy proceedings.
See “ — Risks Related to Our Lending and Investment Activities — Taking title to properties securing loan investments, including via foreclosure, can 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. 14 Table of Contents Financial or operating difficulties our borrowers may face, such as those described in other risk factors, may never be overcome and may cause borrowers to become subject to bankruptcy or other similar administrative proceedings.
This threshold has been temporarily reduced in the past, and may be reduced in the future, by IRS guidance. Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes.
Taxable stockholders receiving such distributions will be required to include the full amount of such distributions as ordinary dividend income to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes.
It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and such low interest payments on the temporarily invested cash may adversely affect our financial performance and returns to investors. 12 Table of Contents We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses.
It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into investments will generate significant interest, and such low-interest payments on the temporarily invested cash may adversely affect our financial performance and returns to investors.
As a result, we may face a heightened risk of a security breach or disruption with respect to this information.
As a result, we may face the risk of security breaches or disruptions with respect to this information.
If we are unable to adequately address such ESG matters or if we fail to achieve progress with respect to our goals within the scope of ESG on a timely basis, or at all, or if we or our borrowers fail or are perceived to fail to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation and our business results.
If we are unable to adequately address such ESG matters or if we or our borrowers fail or are perceived to fail to comply with all laws, regulations, policies and related interpretations, it could negatively impact our reputation and our business results.
Our investments in certain investments may cause us to recognize “phantom income” for U.S. federal income tax purposes even though no cash payments have been received on the debt instruments, and certain modifications of such investments could cause such modified investments to not qualify as a good REIT asset, thereby jeopardizing our REIT qualification.
Our investments in certain investments may cause us to recognize “phantom income” for U.S. federal income tax purposes even though no cash payments have been received on the debt instruments, and certain modifications of such investments could cause such modified investments to not qualify as a good REIT asset, thereby jeopardizing our REIT qualification. 30 Table of Contents Our taxable income may substantially exceed our net income as determined based on GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash, or between the recognition of a taxable deduction and the actual payment of cash, may occur.
Changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations and considering ESG factors in our investment processes.
Changing rules, regulations and stakeholder expectations regarding corporate governance and public disclosure matters have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.
Additionally, we will be subject to a 4% nondeductible excise tax on any amount by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years. 30 Table of Contents We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility or reduce the market price of our securities.
Additionally, we will be subject to a 4% nondeductible excise tax on any amount by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years.
If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory. 32 Table of Contents Our ownership of, and relationship with, our TRS will be restricted and a failure to comply with the restrictions would jeopardize our REIT status and may result in the application of a 100% excise tax.
If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain if we sell assets that are treated as dealer property or inventory.
These actions could have the effect of reducing our income and amounts available for distribution to stockholders. Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities. The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities.
As a result, we may be required to liquidate or restructure otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to stockholders. Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
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.
A prolonged economic slowdown, a lengthy or severe recession, severe public health events or declining real estate values could impair our investments and harm our operations. 9 Table of Contents 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.
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. 9 Table of Contents A prolonged economic slowdown, a lengthy or severe recession, severe public health events or declining real estate values could impair our investments and harm our operations.
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur CCO also holds a CERT Certificate in Cybersecurity Oversight issued from the CERT Division of the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors. Our Incident Response Team, in coordination with external advisors, is responsible for responding to and managing cybersecurity incidents pursuant to our Incident Response Plan.
Biggest changeOur CCO and CFO each has extensive experience managing risks at the Company, including risks arising from cybersecurity threats. Our CCO also holds a CERT Certificate in Cybersecurity Oversight issued from the CERT Division of the Software Engineering Institute at Carnegie Mellon University and the National Association of Corporate Directors.
Our third-party technology firm is a global information technology and cybersecurity provider with a seasoned executive team possessing decades of experience and various cybersecurity certifications, such as Certified Information Systems Security Professional certification. Our CCO and CFO each has extensive experience managing risks at the Company, including risks arising from cybersecurity threats.
The members of our Cybersecurity Team have various levels of experience in information technology and cybersecurity matters. Our third-party technology firm is a global information technology and cybersecurity provider with a seasoned executive team possessing decades of experience and various cybersecurity certifications, such as Certified Information Systems Security Professional certification.
Our Cybersecurity Team has primary responsibility for overseeing, implementing and managing our processes and controls to assess, identify and manage material risks from cybersecurity threats, including those described above in Risk Management and Strategy . The members of our Cybersecurity Team have various levels of experience in information technology and cybersecurity matters.
Our CCO and our Chief Financial Officer, or our CFO, work collaboratively with senior members of our outsourced technology firm to comprise our Cybersecurity Team. Our Cybersecurity Team has primary responsibility for overseeing, implementing and managing our processes and controls to assess, identify and manage material risks from cybersecurity threats, including those described above in Risk Management and Strategy .
Pursuant to our Incident Response Plan, the chair of the Audit Committee will be notified in the event of a cybersecurity incident meeting a specified severity level.
Pursuant to our Incident Response Plan, the chair of the Audit Committee will be notified in the event of a cybersecurity incident meeting a specified severity level. In addition, all members of our board of directors, including members of the Audit Committee, participate in quarterly training on cybersecurity threats, including those facing the Company.
It includes our Cybersecurity Team, our Chief Executive Officer and other Company personnel as appropriate based on the nature of the incident.
Our Incident Response Team, in coordination with external advisors, is responsible for responding to and managing cybersecurity incidents pursuant to our Incident Response Plan. It includes our Cybersecurity Team, our Chief Executive Officer and other Company personnel as appropriate based on the nature of the incident. 33 Table of Contents
Removed
In addition, all members of our board of directors, including members of the Audit Committee, participate in quarterly training on cybersecurity threats, including those facing the Company. 33 Table of Contents Our CCO and our Chief Financial Officer, or our CFO, work collaboratively with senior members of our outsourced technology firm to comprise our Cybersecurity Team.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters is located in sub-leased office space at 3 Bryant Park, Suite 2400A, New York, New York 10036. We also lease office facilities in St. Louis Park, Minnesota. We consider these facilities to be suitable and adequate for the management and operations of our business.
Biggest changeItem 2. Properties Our corporate headquarters is located in sub-leased office space at 1114 Avenue of the Americas, Suite 3020, New York, New York 10036. We also lease office facilities in St. Louis Park, Minnesota. We consider these facilities to be suitable and adequate for the management and operations of our business.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCOMPARISON OF CUMULATIVE TOTAL RETURN Among Granite Point Mortgage Trust Inc., S&P 500, Bloomberg REIT Mortgage Index and FTSE NAREIT Mortgage REITs Index Index 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 Granite Point Mortgage Trust Inc. $ 100.00 $ 58.43 $ 74.00 $ 38.30 $ 49.26 $ 25.13 S&P 500 $ 100.00 $ 118.39 $ 152.34 $ 124.73 $ 157.48 $ 196.85 Bloomberg REIT Mortgage Index $ 100.00 $ 77.80 $ 91.50 $ 69.20 $ 79.21 N/A FTSE NAREIT Mortgage REITs Index $ 100.00 $ 81.38 $ 94.05 $ 69.27 $ 79.79 $ 79.96 36 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers On May 9, 2023, we announced that our board of directors had amended our share repurchase program to authorize the repurchase of an additional 5,000,000 shares of our common stock, for a total share repurchase authorization of 9,000,000 shares of our common stock, inclusive of amounts previously authorized and on September 20, 2024, we announced that our board of directors had further amended our share repurchase program to authorize the repurchase of an additional 3,000,000 shares of our common stock, for a total cumulative share repurchase authorization of 12,000,000 shares of our common stock, inclusive of amounts previously authorized.
Biggest changeCOMPARISON OF CUMULATIVE TOTAL RETURN Among Granite Point Mortgage Trust Inc., S&P 500 and FTSE NAREIT Mortgage REITs Index Index 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25 Granite Point Mortgage Trust Inc. $ 100.00 $ 126.65 $ 65.55 $ 84.31 $ 43.01 $ 39.92 S&P 500 $ 100.00 $ 128.68 $ 105.36 $ 133.03 $ 166.28 $ 195.98 FTSE NAREIT Mortgage REITs Index $ 100.00 $ 115.56 $ 85.11 $ 98.04 $ 98.25 $ 114.12 36 Table of Contents Purchases of Equity Securities by the Issuer and Affiliated Purchasers On September 20, 2024, we announced that our board of directors had amended our share repurchase program to authorize the repurchase of an additional 3,000,000 shares of our common stock, for a total cumulative share repurchase authorization of 12,000,000 shares of our common stock, inclusive of amounts previously authorized.
These results, and our ability to pay distributions, will be affected by various factors, including our taxable income, our financial condition, our maintenance of REIT status, restrictions related to our financing facilities, applicable law and other factors as our board of directors deems relevant.
These results, and our ability to pay distributions, will be affected by various factors, including our taxable income, our financial condition, our maintenance of REIT status, restrictions related to our financing facilities, applicable law and other factors that our board of directors deems relevant.
Holders As of February 20, 2025, there were 167 registered holders of our common stock. This does not include the number of stockholders that hold shares in “street name” through banks or broker-dealers.
Holders As of February 20, 2026, there were 147 registered holders of our common stock. This does not include the number of stockholders that hold shares in “street name” through banks or broker-dealers.
The following table presents cash dividends declared on our common stock since 2023: Declaration Date Record Date Payment Date Cash Dividend Per Share 2024 December 19, 2024 December 31, 2024 January 15, 2025 $ 0.05 September 20, 2024 October 1, 2024 October 15, 2024 $ 0.05 June 18, 2024 July 1, 2024 July 15, 2024 $ 0.05 March 14, 2024 April 1, 2024 April 15, 2024 $ 0.15 $ 0.30 2023 December 19, 2023 December 29, 2023 January 16, 2024 $ 0.20 September 20, 2023 October 2, 2023 October 16, 2023 $ 0.20 June 22, 2023 July 3, 2023 July 17, 2023 $ 0.20 March 16, 2023 April 3, 2023 April 17, 2023 $ 0.20 $ 0.80 35 Table of Contents Performance Graph The following graph compares the stockholder’s cumulative total return on our common stock, assuming $100 invested at December 31, 2019, with all quarterly reinvestment of dividends before consideration of income taxes and without the payment of any commissions, as if such amounts had been invested in: (i) our common stock; (ii) the stocks included in the Standard and Poor’s 500 Stock Index, or S&P 500; (iii) the stocks included in the Bloomberg REIT Mortgage Index and (iv) the stocks included in the FTSE NAREIT Mortgage REITs Index.
The following table presents cash dividends declared on our common stock since 2024: Declaration Date Record Date Payment Date Cash Dividend Per Share 2025 December 17, 2025 December 30, 2025 January 15, 2026 $ 0.05 September 17, 2025 October 1, 2025 October 15, 2025 $ 0.05 June 17, 2025 July 1, 2025 July 15, 2025 $ 0.05 March 13, 2025 April 1, 2025 April 15, 2025 $ 0.05 $ 0.20 2024 December 19, 2024 December 31, 2024 January 15, 2025 $ 0.05 September 20, 2024 October 1, 2024 October 15, 2024 $ 0.05 June 18, 2024 July 1, 2024 July 15, 2024 $ 0.05 March 14, 2024 April 1, 2024 April 15, 2024 $ 0.15 $ 0.30 35 Table of Contents Performance Graph The following graph compares the stockholder’s cumulative total return on our common stock, assuming $100 invested at December 31, 2020, with all quarterly reinvestment of dividends before consideration of income taxes and without the payment of any commissions, as if such amounts had been invested in: (i) our common stock; (ii) the stocks included in the Standard and Poor’s 500 Stock Index, or S&P 500; and (iii) the stocks included in the FTSE NAREIT Mortgage REITs Index.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NYSE under the symbol “GPMT.” On February 20, 2025, the closing price of our common stock, as reported on the NYSE, was $2.96 per share.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NYSE under the symbol “GPMT.” On February 20, 2026, the closing price of our common stock, as reported on the NYSE, was $1.72 per share.
Dividends We generally intend to distribute substantially all of our taxable income each year (which does not necessarily equal net income as calculated in accordance with Generally Accepted Accounting Principles, or GAAP) to our stockholders to comply with the REIT provisions of the Code.
Dividends We generally intend to distribute substantially all of our taxable income each year (which does not necessarily equal net income as calculated in accordance with GAAP) to our stockholders to comply with the REIT provisions of the Code. In addition, our dividend practices may change.
In addition, our dividend policy remains subject to revision at the discretion of our board of directors. Any distributions will be made at the discretion of our board of directors and will depend upon, among other things, our actual results of operations and liquidity.
All distributions will be made at the discretion of our board of directors and will depend upon, among other things, our actual results of operations and liquidity.
During the years ended December 31, 2024, and 2023, under our share repurchase program, we repurchased 2,392,671 shares of our common stock at a weighted average purchase price of $3.16 per share for an aggregate purchase price of $7.6 million, and 2,001,338 shares of our common stock at a weighted average purchase price of $5.12 per share for an aggregate purchase price of $10.3 million, respectively.
During the year ended December 31, 2025, under our share repurchase program, we repurchased 2,128,784 shares of our common stock at a weighted average purchase price of $2.63 per share for an aggregate purchase price of $5.7 million. During the three months ended December 31, 2025, we did not repurchase any shares of our common stock.
Our share repurchase program has no expiration date. Item 6. [Reserved] Not applicable. 37 Table of Contents
As of December 31, 2025, there remained 2,636,461 shares authorized for repurchase under our share repurchase program. Item 6. [Reserved] Not applicable. 37 Table of Contents
Removed
We have replaced the Bloomberg REIT Mortgage Index with the FTSE NAREIT Mortgage REITs Index in this Annual Report on Form 10-K because the Bloomberg REIT Mortgage Index was discontinued in 2024.
Removed
We retained the Bloomberg REIT Mortgage Index in this Annual Report on Form 10-K for comparison purposes until the index was no longer available, but will not include that index in our stock performance graph going forward.
Removed
As of December 31, 2024, there remained 4,765,245 shares authorized for repurchase under our share repurchase program. Our board of directors also authorized the repurchase of shares of restricted common stock granted to employees and directors for tax withholding purposes.
Removed
During the year ended December 31, 2023, pursuant to such authorization, we repurchased from employees 36,916 shares of our common stock at a weighted average purchase price of $6.40 for an aggregate purchase price of $0.2 million. No shares were repurchased for tax withholding purposes during the year ended December 31, 2024.
Removed
Issuer Purchases of Equity Securities The following table summarizes the repurchase of common stock for the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plan or Programs (1) October 1-31, 2024 — $ — — 5,921,112 November 1-30, 2024 881,645 $ 3.45 881,645 5,039,467 December 1-31, 2024 274,222 $ 3.46 274,222 4,765,245 Total 1,155,867 $ 3.45 1,155,867 4,765,245 ____________________ (1) On May 9, 2023, we announced that our board of directors had amended our share repurchase program to authorize the repurchase of an additional 5,000,000 shares of our common stock, for a total share repurchase authorization of 9,000,000 shares of our common stock, inclusive of amounts previously authorized and on September 20, 2024, we announced that our board of directors had further amended our share repurchase program to authorize the repurchase of an additional 3,000,000 shares of our common stock, for a total cumulative share repurchase authorization of 12,000,000 shares of our common stock, inclusive of amounts previously authorized.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeAs stabilized value may be based on certain assumptions, such as future construction completion, projected re-tenanting, payment of tenant improvement or leasing commissions allowances or free or abated rent periods, or increased tenant occupancies. 42 Table of Contents The following table provides detail of our loan portfolio as of December 31, 2024: (dollars in millions) Type (1) Origination/ Acquisition Date Maximum Loan Commitment Principal Balance Carrying Value Cash Coupon (2) All-in Yield at Origination (3) Original Term (Years) (4) State Property Type Initial LTV (5) Stabilized LTV (6) Loans Held-For-Investment Senior 12/19 $111.1 $109.2 $108.8 S+2.80% S+3.23% 3.0 IL Multifamily 76.5% 73.0% Senior (7) 08/19 93.1 93.1 93.2 S+2.80% S+3.26% 3.0 MN Office 73.1% 71.2% Senior 10/19 87.5 87.4 87.2 S+2.60% S+3.05% 3.0 TN Office 70.2% 74.2% Senior (7) 12/15 82.3 80.5 80.5 S+4.15% S+4.43% 4.0 LA Mixed-Use 65.5% 60.0% Senior (7) 07/19 79.7 79.7 79.5 S+3.74% S+4.32% 3.0 IL Office 70.0% 64.4% Senior 06/19 78.7 78.5 78.0 S+3.29% S+3.05% 3.0 TX Mixed-Use 71.7% 72.2% Senior 12/18 78.1 63.8 63.9 S+3.90% S+3.44% 3.0 TX Office 68.5% 66.7% Senior 10/22 77.3 77.3 77.1 S+4.50% S+4.61% 2.0 CA Retail 47.7% 36.6% Senior (7) 12/16 71.3 71.3 71.3 S+5.15% S+4.87% 4.0 FL Office 73.3% 63.2% Senior (9) 12/19 69.2 67.3 67.2 S+3.50% S+3.28% 3.0 NY Office 68.8% 59.3% Senior 12/23 61.8 55.5 55.5 S+5.50% S+5.65% 2.0 CA Office 80.0% 79.2% Senior (7) 09/21 52.9 52.6 52.7 S+5.00% S+5.12% 3.0 MN Hotel 68.4% 57.8% Senior 06/21 52.8 47.6 47.5 S+4.38% S+4.75% 3.0 GA Office 68.0% 69.4% Senior (7) 08/17 50.0 50.0 49.8 S+4.35% S+4.40% 3.0 KY Multifamily 79.8% 73.1% Senior 07/22 48.6 48.2 47.6 S+2.78% S+4.25% 3.0 GA Multifamily 74.5% 68.2% Senior (10) 11/24 48.0 48.0 47.6 S+3.75% S+3.87% 3.0 NY Mixed-Use 100.0% 55.8% Senior 03/22 46.9 46.9 46.8 S+3.25% S+3.64% 3.0 MA Industrial 67.3% 60.8% Senior 07/21 46.4 45.4 45.2 S+3.72% S+4.19% 3.0 CT Office 68.3% 63.5% Senior 04/22 46.2 44.4 44.2 S+3.41% S+3.78% 3.0 TX Multifamily 74.4% 64.0% Senior 08/21 45.8 45.4 45.3 S+3.21% S+3.53% 3.0 TX Multifamily 77.8% 75.2% Senior 09/21 44.3 42.4 42.2 S+3.36% S+3.72% 3.0 CA Office 62.4% 66.1% Senior 02/22 42.4 42.4 42.3 S+3.05% S+3.40% 3.0 NJ Industrial 75.0% 59.5% Senior 07/16 39.3 38.5 38.5 S+5.05% S+4.99% 4.0 VA Office 62.8% 61.5% Senior (8) 11/21 39.0 32.0 30.3 5.75% 3.82% 3.0 PA Mixed-Use 62.0% 63.5% Senior 12/17 38.9 38.7 38.4 S+5.25% S+5.26% 3.0 MA Mixed-Use 72.9% 62.0% Senior 04/22 36.3 34.3 32.8 S+3.00% S+4.87% 3.0 NY Other 66.7% 61.8% Senior 03/20 34.9 24.4 24.3 S+5.04% S+4.66% 3.0 GA Office 63.2% 64.6% Senior 11/21 33.4 32.9 32.9 S+3.13% S+3.52% 3.0 AL Multifamily 77.9% 68.1% Senior 08/19 33.2 31.6 31.5 S+2.96% S+3.38% 3.0 TX Multifamily 79.3% 72.5% Senior 11/19 32.9 32.7 32.6 S+3.73% S+3.14% 3.0 NC Multifamily 80.0% 72.8% Senior 03/19 30.2 29.1 29.0 S+2.97% S+3.42% 3.0 NY Office 53.8% 48.5% Senior 04/22 28.6 27.0 26.9 S+3.22% S+3.55% 3.0 TX Multifamily 73.3% 63.9% Senior 03/22 27.2 24.5 24.3 S+4.14% S+4.89% 3.0 NC Office 47.4% 53.5% Senior 01/19 26.9 26.9 26.9 S+4.45% S+3.38% 3.0 TX Multifamily 64.9% 64.9% Senior (7) 01/19 26.1 26.1 26.1 S+3.40% S+3.44% 3.0 MA Office 71.2% 70.1% Senior 10/21 25.7 25.7 25.6 S+3.20% S+3.43% 4.0 GA Industrial 67.5% 64.5% Senior 01/18 25.2 25.2 25.1 S+5.18% S+5.58% 3.0 AZ Hotel 65.8% 61.3% Senior 12/21 24.7 17.0 16.9 S+3.36% S+3.59% 3.0 CA Office 72.9% 68.3% Senior 03/20 24.7 22.6 22.5 S+4.25% S+3.27% 3.0 CA Office 63.6% 66.7% Senior 09/21 24.4 23.6 23.5 S+3.23% S+3.61% 3.0 CA Multifamily 71.9% 57.8% Senior 05/21 23.3 20.4 20.3 S+3.55% S+4.09% 3.0 LA Multifamily 68.0% 69.6% Senior 02/20 21.9 21.9 21.7 S+4.00% S+3.75% 3.0 TN Hotel 69.1% 54.2% Senior 06/19 21.5 21.5 21.4 S+4.55% S+5.05% 3.0 NY Other 39.6% 39.6% Senior 06/19 21.0 20.4 20.4 S+3.25% S+4.24% 3.0 GA Mixed-Use 60.6% 67.4% Senior 05/21 20.0 20.0 19.7 S+4.05% S+4.41% 3.0 FL Multifamily 69.8% 62.8% Senior 06/21 16.7 14.2 14.2 S+3.41% S+3.82% 4.0 IN Multifamily 67.0% 66.4% Senior 10/18 15.8 15.8 16.0 S+5.21% S+5.16% 3.0 CT Hotel 75.4% 66.9% Senior 07/19 15.6 13.5 13.5 S+3.07% S+3.60% 3.0 OH Office 63.1% 66.1% Senior 08/17 15.4 14.4 14.3 S+5.25% S+5.49% 3.0 PA Office 66.7% 67.3% Senior 08/21 14.5 13.9 13.9 S+3.70% S+3.88% 3.0 CO Office 72.0% 63.7% Mezzanine 01/17 13.2 13.2 13.2 8.00% 8.11% 10.0 HI Hotel 41.4% 36.2% Senior 07/18 12.4 10.0 9.9 S+4.86% S+4.35% 3.0 CA Office 77.1% 63.5% Senior 06/19 11.4 10.7 10.7 S+2.75% S+4.69% 3.0 NY Office 40.7% 60.0% Senior 01/18 8.3 6.7 6.6 S+5.25% S+5.50% 3.0 PA Office 66.8% 67.3% Allowance for credit losses (199.7) Total/Weighted Average Loans $2,197.0 $2,106.3 $1,897.6 S+3.77% S+4.01 % 3.1 69.6% 64.4% ______________________ 43 Table of Contents (1) “Senior” means a loan primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans.
Biggest changeAs stabilized value may be based on certain assumptions, such as future construction completion, projected re-tenanting, payment of tenant improvement or leasing commissions allowances or free or abated rent periods, or increased tenant occupancies. 43 Table of Contents The following table provides detail of our loan held-for-investment portfolio as of December 31, 2025: (dollars in millions) Type (1) Origination/ Acquisition Date Maximum Loan Commitment Principal Balance Carrying Value Cash Coupon (2) All-in Yield at Origination (3) Original Term (Years) (4) State Property Type Initial LTV (5) Stabilized LTV (6) Loans Held-For-Investment Senior 12/19 $109.3 $107.4 $107.2 S+2.80% S+3.23% 3.0 IL Multifamily 76.5% 73.0% Senior 10/19 95.1 89.8 89.6 S+2.60% S+3.05% 3.0 TN Office 70.2% 74.2% Senior (7)(9) 08/19 93.1 93.1 93.2 S+2.80% S+3.26% 3.0 MN Office 73.1% 71.2% Senior 12/18 78.1 71.7 71.6 S+4.70% S+3.44% 3.0 TX Office 68.5% 66.7% Senior 06/19 76.7 76.4 76.1 S+3.29% S+3.05% 3.0 TX Mixed-Use 71.7% 72.2% Senior (7)(9) 07/19 76.2 76.2 76.0 S+3.74% S+4.32% 3.0 IL Retail 70.0% 64.4% Senior (10) 12/19 74.2 72.1 72.0 S+3.36% S+3.28% 3.0 NY Office 68.8% 59.3% Senior 10/22 67.0 67.0 67.0 S+4.50% S+4.61% 2.0 CA Retail 47.7% 36.6% Senior 12/23 66.3 63.0 62.9 S+5.50% S+5.65% 2.0 CA Office 80.0% 79.2% Senior (7) 07/22 54.1 52.5 52.0 S+2.78% S+4.25% 3.0 GA Multifamily 74.5% 68.2% Senior 06/21 53.1 47.9 47.7 S+4.38% S+4.75% 3.0 GA Office 68.0% 69.4% Senior (13) 09/21 51.6 45.0 44.8 S+3.24% S+3.72% 3.0 CA Office 62.4% 66.1% Senior 04/22 48.7 46.9 46.3 S+3.41% S+3.78% 3.0 TX Multifamily 74.4% 64.0% Senior 03/22 46.9 46.9 46.8 S+3.25% S+3.64% 3.0 MA Industrial 67.3% 60.8% Senior 07/21 46.4 46.4 46.2 S+3.72% S+4.19% 3.0 CT Office 68.3% 63.5% Senior 08/21 45.7 45.4 45.2 S+3.21% S+3.53% 3.0 TX Multifamily 77.8% 75.2% Senior 02/22 42.4 42.4 42.3 S+3.05% S+3.40% 3.0 NJ Industrial 75.0% 59.5% Senior (8) 11/21 39.0 34.3 33.2 5.75% S+3.82% 3.0 PA Mixed-Use 62.0% 63.5% Senior 07/16 38.5 37.8 37.8 S+5.05% S+4.99% 4.0 VA Office 62.8% 61.5% Senior 09/21 38.0 38.0 38.0 S+5.00% S+5.12% 3.0 MN Hotel 68.4% 57.8% Senior 04/22 36.3 35.1 34.1 S+3.00% S+4.87% 3.0 NY Other 66.7% 61.8% Senior (12) 11/21 35.5 35.0 35.0 S+2.93% S+3.52% 3.0 AL Multifamily 77.9% 68.1% Senior 03/20 34.9 24.4 24.4 S+5.04% S+4.66% 3.0 GA Office 63.2% 64.6% Senior 08/19 32.9 31.3 31.2 S+2.96% S+3.38% 3.0 TX Multifamily 79.3% 72.5% Senior (11) 03/19 32.7 31.6 31.6 S+2.77% S+3.42% 3.0 NY Office 53.8% 48.5% Senior 04/22 29.1 27.6 27.5 S+3.22% S+3.55% 3.0 TX Multifamily 73.3% 63.9% Senior (7) 01/18 28.5 26.9 26.9 S+5.18% S+5.58% 3.0 AZ Hotel 65.8% 61.3% Senior 03/22 27.2 26.6 26.6 S+4.14% S+4.89% 3.0 NC Office 47.4% 53.5% Senior 10/21 25.7 25.7 25.6 S+3.20% S+3.43% 4.0 GA Industrial 67.5% 64.5% Senior 12/21 24.7 17.1 17.0 S+3.36% S+3.59% 3.0 CA Office 72.9% 68.3% Senior 09/21 24.4 23.6 23.4 S+3.23% S+3.61% 3.0 CA Multifamily 71.9% 57.8% Senior (7)(9) 05/21 23.3 20.5 20.5 S+3.55% S+4.09% 3.0 LA Multifamily 68.0% 69.6% Senior 02/20 21.9 21.9 21.8 S+4.00% S+3.75% 3.0 TN Hotel 69.1% 54.2% Senior 06/19 21.0 20.4 20.4 S+3.25% S+4.24% 3.0 GA Mixed-Use 60.6% 67.4% Senior 05/21 18.4 18.4 18.2 S+4.05% S+4.41% 3.0 FL Multifamily 69.8% 62.8% Senior 06/21 16.7 14.2 14.2 S+3.41% S+3.82% 4.0 IN Multifamily 67.0% 66.4% Senior 07/19 15.6 13.5 13.5 S+3.07% S+3.60% 3.0 OH Office 63.1% 66.1% Senior 10/18 15.4 15.4 15.5 S+6.21% S+5.16% 3.0 CT Hotel 75.4% 66.9% Senior 08/17 15.4 15.4 15.3 S+5.25% S+5.49% 3.0 PA Office 66.7% 67.3% Senior 08/21 14.5 14.2 14.1 S+3.70% S+3.88% 3.0 CO Office 72.0% 63.7% Mezzanine 01/17 13.0 13.0 12.9 8.00% 8.11% 10.0 HI Hotel 41.4% 36.2% Senior 06/19 11.5 11.1 11.1 S+2.75% S+4.69% 3.0 NY Office 40.7% 60.0% Senior 01/18 8.4 6.9 6.9 S+5.25% S+5.50% 3.0 PA Office 66.8% 67.3% Allowance for credit losses $(145.9) Total/Weighted Average Loans $1,767.4 $1,690.0 $1,537.7 S+3.62% S+3.93% 3.0 68.8% 65.0% ______________________ (1) “Senior” means a loan primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans and other investments.
Furthermore, if we distribute less than the sum of: (a) 85% of our ordinary income for the calendar year; (b) 95% of our capital gain net income for the calendar year; and (c) any undistributed shortfall from our prior calendar year, or the Required Distribution, to our stockholders during any calendar year (including any distributions declared by the last day of the calendar year but paid in January of the subsequent year), then we are required to pay non-deductible excise tax equal to 4% of any shortfall between the Required Distribution and the amount that was actually distributed.
Furthermore, if we distribute less than the sum of: (a) 85% of our ordinary income for the calendar year; (b) 95% of our capital gain net income for the calendar year; and (c) any undistributed shortfall from our prior calendar year, or the Required Distribution, to our stockholders during any calendar year (including any distributions declared by the last day of the calendar year but paid in January of the subsequent year), then we are required to pay a non-deductible excise tax equal to 4% of any shortfall between the Required Distribution and the amount that was actually distributed.
As a result, interest rates and other factors typically influence our performance more than inflation does. However, changes in interest rates may correlate with inflation rates or changes in inflation rates. In response to the inflationary pressures, in 2022 and 2023, the Federal Reserve increased its benchmark overnight interest rates.
As a result, interest rates and other factors typically influence our performance more than inflation does. However, changes in interest rates may correlate with inflation rates or changes in inflation rates. In response to inflationary pressures, the Federal Reserve increased its benchmark overnight interest rates in 2022 and 2023.
Given our focus on senior floating-rate mortgage loans, we currently expect that such leverage will be, on a total debt-to-equity ratio basis, within a range of 3.0:1.0 and 3.5:1.0; however, our leverage may vary and differ from our expectations depending on market conditions and any steps we may take to strengthen our balance sheet and enhance our liquidity position.
Given our focus on senior floating-rate mortgage loans, we currently expect that such leverage will be, on a total debt-to-equity ratio basis, within a target range of 3.0:1.0 and 3.5:1.0; however, our leverage may vary and differ from our expectations depending on market conditions and any steps we may take to strengthen our balance sheet and enhance our liquidity position.
We remain focused on actively managing our balance sheet and liquidity to best position us for the market environment, to satisfy our loan future funding and financing obligations and to make new investments, which we expect will cause us to take, and in some instances has already caused us to take, some or all of the following actions: raise capital from offerings of equity and/or debt securities, on a public or private basis; borrow additional capital; post additional collateral; sell assets; and/or change our dividend policy, which we will continue to evaluate in respect of future quarters based upon customary considerations, including market conditions and distribution requirements to maintain our REIT status.
We remain focused on actively managing our balance sheet and liquidity to best position us for the market environment, to satisfy our loan future funding and financing obligations and to make new investments, which we expect will cause us to take, and in some instances has already caused us to take, some or all of the following actions: raise capital from offerings of equity and/or debt securities, on a public or private basis; borrow additional capital; post additional collateral; sell assets; and/or change our dividend practices, which we will continue to evaluate in respect of future quarters based upon customary considerations, including market conditions and distribution requirements to maintain our REIT status.
As a result, there may exist the risk of non-performance on our floating-rate loans, and in the case of a significant increase in interest rates, the cash flows of the collateral properties 50 Table of Contents may not sufficiently cover debt service due under our loans, which may contribute to loan non-performance or, in certain cases, loan default.
As a result, there may exist the risk of non-performance on our floating-rate loans, and in the case of a significant increase in interest rates, the cash flows of the collateral properties 51 Table of Contents may not sufficiently cover debt service due under our loans, which may contribute to loan non-performance or, in certain cases, loan default.
The amount of leverage we deploy for our target investments depends upon our assessment of a variety of factors, which may include the anticipated liquidity and any changes in value of the investments in our portfolio, the potential for losses in our portfolio, the gap between the maturities of our assets 54 Table of Contents and liabilities, the availability and cost of financing our investments, our opinion of the creditworthiness of our financing counterparties, the health of the U.S. economy and commercial real estate financing markets, our outlook for the level and volatility of interest rates, the slope of the yield curve, the credit quality of our investments, the collateral underlying our investments and our outlook for investment credit spreads relative to SOFR.
The amount of leverage we deploy for our target investments depends upon our assessment of a variety of factors, which may include the anticipated liquidity and any changes in value of the investments in our portfolio, the potential for losses in our portfolio, the gap between the maturities of our assets and liabilities, the availability and cost of financing our investments, our opinion of the creditworthiness of our financing counterparties, the health of the U.S. economy and commercial real estate financing markets, our outlook for the level and volatility of interest rates, the slope of the yield curve, the credit quality of our investments, the collateral underlying our investments and our outlook for investment credit spreads relative to SOFR.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report on Form 10-K can be found in “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Interest rates vary according to the type of loan or security, conditions in the financial markets, credit-worthiness of our borrowers, competition and other factors, none of which can be predicted with any certainty. Our operating results may also be impacted by credit losses in excess of initial anticipations or unanticipated credit events experienced by our borrowers.
Interest rates vary according to the type of loan or security, conditions in the financial markets, creditworthiness of our borrowers, competition and other factors, none of which can be predicted with any certainty. Our operating results may also be impacted by credit losses in excess of initial anticipations or unanticipated credit events experienced by our borrowers.
We place emphasis on diversifying our investment portfolio across geographical regions 41 Table of Contents and local markets, property types, borrowers and loan structures. We do not limit our loan originations by geographical area or property type so that we may develop a well-diversified investment portfolio. Interest-earning assets include our 100% loan investment portfolio.
We place emphasis on diversifying our investment portfolio across geographical regions and local markets, property types, borrowers and loan structures. We do not limit our loan originations by geographical area or property type so that we may develop a well-diversified investment portfolio. 42 Table of Contents Interest-earning assets include our 100% loan investment portfolio.
These loans are considered collateral dependent and have been placed on nonaccrual status as of December 31, 2024. Other Portfolio Developments Loan Modification Activity Loan modifications and amendments are commonplace in the transitional lending business. We may amend or modify a loan depending on the loan’s specific facts and circumstances.
These loans are considered collateral dependent and have been placed on nonaccrual status as of December 31, 2025. Other Portfolio Developments Loan Modification Activity Loan modifications and amendments are commonplace in the transitional lending business. We may amend or modify a loan depending on the loan’s specific facts and circumstances.
As stabilized value may be based on certain assumptions, such as future construction completion, projected re-tenanting, payment of tenant improvement or leasing commissions allowances or free or abated rent periods, or increased tenant occupancies. (7) Loan was held on nonaccrual status as of December 31, 2024.
As stabilized value may be based on certain assumptions, such as future construction completion, projected re-tenanting, payment of tenant improvement or leasing commissions allowances or free or abated rent periods, or increased tenant occupancies. (7) Loan was held on nonaccrual status as of December 31, 2025.
Our consolidated financial statements are prepared in accordance with GAAP and our distributions will be determined by our board of directors consistent with our obligation to distribute to our stockholders at least 90% of our REIT taxable income on an annual basis in order to maintain our REIT qualification; in each case, our activities and balance sheet are measured with reference to historical cost and/or fair market value without considering inflation. 57 Table of Contents
Our consolidated financial statements are prepared in accordance with GAAP and our distributions will be determined by our board of directors consistent with our obligation to distribute to our stockholders at least 90% of our REIT taxable income on an annual basis in order to maintain our REIT qualification; in each 58 Table of Contents case, our activities and balance sheet are measured with reference to historical cost and/or fair market value without considering inflation. 59 Table of Contents
We believe it is useful to our stockholders to present Distributable Earnings (Loss) Before Realized Gains and Losses, a non-GAAP measure, to reflect our run-rate operating results as (i) our operating results are mainly comprised of net interest income earned on our loan investments net of our operating expenses, which comprise our ongoing operations, (ii) it helps our stockholders in assessing the overall run-rate operating performance of our business, and (iii) it has been a useful reference related to our common dividend as it is one of the factors we and our Board of Directors consider when declaring the dividend.
We believe it is useful to our stockholders to present Distributable Earnings (Loss) Before Realized Gains and Losses, a non-GAAP measure, to reflect our run-rate operating results as (i) our operating results are mainly comprised of net interest income earned on our loan investments net of our operating expenses, which comprise our ongoing operations, (ii) it helps our stockholders in assessing the overall run-rate operating performance of our business, and (iii) it has been a useful reference related to our common dividend as it is one of the factors management and our board of directors consider when the board declares dividends.
These loan modifications may include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan maturity, and/or deferral of scheduled payments.
These loan modifications may include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan’s maturity date, and/or deferral of scheduled payments.
As a result, our asset yields and cost of funds are impacted by changes in benchmark market interest rates and credit spreads on investments and borrowings, as well as changes in the mix of our investment portfolio credit spreads due to new originations, loan amendments, additional fundings, upsizings and repayments.
As a result, our asset yields and cost of funds are impacted by changes in benchmark market interest rates and credit spreads on investments and borrowings, as well as changes in the mix of our investment portfolio credit spreads due to new originations, loan amendments, additional fundings, upsizing transactions and repayments.
Unrestricted cash of $87.8 million Tangible Net Worth Tangible net worth greater than the sum of (i) $0.6 billion and (ii) 75.0% of net cash proceeds of equity issuances after September 30, 2024. As the Company has not had any equity issuances after September 30, 2024, tangible net worth must be greater than $0.6 billion.
Unrestricted cash of $66.0 million Tangible Net Worth Tangible net worth greater than the sum of (i) $0.6 billion and (ii) 75.0% of net cash proceeds of equity issuances after September 30, 2024. As the Company has not had any equity issuances after September 30, 2024, tangible net worth must be greater than $0.6 billion.
Credit performance of our portfolio is monitored regularly, with more intense analysis and oversight done on a quarterly basis, and each loan is evaluated by assessing the risk factors of each loan and assigning a risk rating based on a variety of factors.
Credit performance of our portfolio is monitored regularly, with more intense analysis and oversight done on a quarterly basis, and each loan is evaluated by assessing the risk factors of each loan and assigning a risk rating based on a variety of 57 Table of Contents factors.
While the Federal Reserve reduced its benchmark overnight interest rates in the second half of 2024, they remain at elevated levels.
While the Federal Reserve reduced its benchmark overnight interest rates in the second half of 2024 and the second half of 2025, they remain at elevated levels.
During the years ended December 31, 2024, and 2023, we recorded $(6.3) million and $(3.4) million, respectively, in depreciation and amortization on REO and related intangibles, which has been excluded from Distributable Earnings (Loss) consistent with other unrealized gains (losses) and other non-cash items pursuant to our existing policy for reporting Distributable Earnings (Loss) referenced above.
During the years ended December 31, 2025 and 2024, we recorded $(7.8) million and $(6.3) million, respectively, in depreciation and amortization on REO and related intangibles, which has been excluded from Distributable Earnings (Loss) consistent with other unrealized gains (losses) and other non-cash items pursuant to our existing policy for reporting Distributable Earnings (Loss) referenced above.
This 56 Table of Contents CECL reserve is estimated using the same process outlined above for our outstanding loan balances, and changes in this component of the CECL reserve will similarly flow through our consolidated statements of operations.
This CECL reserve is estimated using the same process outlined above for our outstanding loan balances, and changes in this component of the CECL reserve will similarly flow through our consolidated statements of operations.
This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
As of December 31, 2024, 2.1% of our loan investments by principal balance earned a fixed rate of interest and were financed with liabilities that pay interest on a floating rate basis, which resulted in a negative correlation to elevated interest rates on that amount of our financing.
As of December 31, 2025, 2.8% of our loan investments by principal balance earned a fixed rate of interest and were financed with liabilities that pay interest on a floating-rate basis, which resulted in a negative correlation to elevated interest rates on that amount of our financing.
For collateral-dependent loans that we determine foreclosure is not probable, we apply a practical expedient to estimate expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan.
If we determine foreclosure is not probable, we apply a practical expedient to estimate expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan.
At December 31, 2024, the weighted average risk rating of our loan portfolio was 3.1 as compared to 2.8 at December 31, 2023, weighted by total unpaid principal balance. We may hold REO as a result of taking title to a loan’s collateral.
At December 31, 2025, the weighted average risk rating of our loan portfolio was 2.9 as compared to 3.1 at December 31, 2024, weighted by total unpaid principal balance. We may hold REO as a result of taking title to a loan’s collateral.
As of December 31, 2024, we had outstanding $0.6 billion of repurchase agreement facility borrowings, and the term to maturity ranged from approximately 0.4 years to approximately 0.6 years. Our repurchase agreement facilities had a weighted average borrowing rate of 7.8% and weighted average remaining maturities of 0.5 years as of December 31, 2024.
As of December 31, 2025, we had outstanding $0.4 billion of repurchase agreement facility borrowings, and the term to maturity ranged from approximately 0.3 years to approximately 0.6 years. Our repurchase agreement facilities had a weighted average borrowing rate of 6.8% and weighted average remaining maturities of 0.5 years as of December 31, 2025.
Our loan-level financing as of December 31, 2024, is generally term-matched or matures in 2025, and includes $0.6 billion of secured repurchase agreements, $0.8 billion of CRE CLO securitizations, which are term-matched to the underlying assets, non-recourse and non-mark-to-market, and a $86.8 million term-matched and non-mark-to-market secured credit facility.
Our loan-level financing as of December 31, 2025, is generally term-matched or matures in 2026, and includes $0.4 billion of secured repurchase agreements, $0.6 billion of CRE CLO securitizations, which are term-matched to the underlying assets, non-recourse and non-mark-to-market, and a $71.8 million term-matched and non-mark-to-market secured credit facility.
Secured Repurchase Agreements As of December 31, 2024, we had repurchase facilities in place with three counterparties with aggregate outstanding borrowings of $0.6 billion, which financed a portion of our loans held-for-investment and real estate owned.
Secured Repurchase Agreements As of December 31, 2025, we had repurchase facilities in place with three counterparties with aggregate outstanding borrowings of $0.4 billion, which financed a portion of our loans held-for-investment and real estate owned.
During the years ended December 31, 2024 and 2023, the facility accrued interest expense of $0.2 million and $0.4 million related to the balance collateralized by real estate owned, respectively. 49 Table of Contents Factors Affecting Our Operating Results The results of our operations are affected by a number of factors and primarily depend on, among other things, the level of our net interest income, the availability and cost of financing for us, the market value of our assets, the credit performance of our assets and the supply of, and demand for, commercial real estate loans, other commercial real estate debt instruments and other financial assets available for investment in the market and available as a source of refinancing of our assets.
During the year ended December 31, 2024, the facility accrued interest expense of $0.2 million related to the balance collateralized by real estate owned. 50 Table of Contents Factors Affecting Our Operating Results The results of our operations are affected by a number of factors and primarily depend on, among other things, the level of our net interest income, the availability and our cost of financing, the market value of our assets, the credit performance of our assets and the supply of, and demand for, commercial real estate loans, other commercial real estate debt instruments and other financial assets available for investment in the market and available as a source of refinancing of our assets.
The following represent the most restrictive financial covenants to which we are subject across our secured finance arrangements: Financial Covenant Description Value as of December 31, 2024 Cash Liquidity Unrestricted cash liquidity of no less than the greater of $30.0 million and 5.0% of recourse indebtedness, which was $10.4 million.
The following represent the most restrictive financial covenants to which we are subject across our secured finance arrangements: Financial Covenant Description Value as of December 31, 2025 Cash Liquidity Unrestricted cash liquidity of no less than the greater of $30.0 million and 5.0% of recourse indebtedness, which was $7.7 million.
During the years ended December 31, 2024, and 2023, we recorded a provision for credit losses of $(201.4) million and $(104.8) million, respectively, which has been excluded from Distributable Earnings (Loss), consistent with other unrealized gains (losses) and other non-cash items pursuant to our existing policy for reporting Distributable Earnings (Loss) referenced above.
During the years ended December 31, 2025, and 2024, we recorded a provision for credit losses of $(27.5) million and $(201.4) million, respectively, which has been excluded from Distributable Earnings (Loss), consistent with other unrealized gains (losses) and other non-cash items pursuant to our existing policy for reporting Distributable Earnings (Loss) referenced above.
(3) Floating rate liabilities include our outstanding repurchase facilities, secured credit facility and CRE CLOs. 48 Table of Contents Interest-Earning Assets and Interest-Bearing Liabilities The following tables present the components of interest income and average annualized net asset yield earned by asset type, the components of interest expense and average annualized cost of funds on borrowings incurred by collateral type and net interest income and average annualized net interest rate spread for the years ended December 31, 2024, and 2023.
(3) Floating-rate liabilities include our outstanding repurchase facilities, secured credit facility, CRE CLOs and mortgage loan payable. 49 Table of Contents Interest-Earning Assets and Interest-Bearing Liabilities The following tables present the components of interest income and average annualized net asset yield earned by asset type, the components of interest expense and average annualized cost of funds on borrowings incurred by collateral type and net interest income and average annualized net interest rate spread for the years ended December 31, 2025 and 2024.
December 31, 2024 December 31, 2023 Recourse leverage ratio (1) 1.0 0.9 Total leverage ratio (2) 2.2 2.1 ______________________ (1) The debt-to-equity ratio with respect to our loans held-for-investment, defined as recourse debt, net of cash, divided by total equity.
December 31, 2025 December 31, 2024 Recourse leverage ratio (1) 0.8 1.0 Total leverage ratio (2) 2.0 2.2 ______________________ (1) The debt-to-equity ratio with respect to our loans held-for-investment, defined as recourse debt, net of cash, divided by total equity.
As of December 31, 2024, 97.9% of our loan investments by principal balance earned a floating rate of interest and were financed with liabilities that pay interest on a floating rate basis, which resulted in an amount of net floating rate exposure, subject to the impact of interest rate floors on certain of our floating rate loan investments, of $0.6 billion.
As of December 31, 2025, 97.2% of our loan investments by principal balance earned a floating rate of interest and were financed with liabilities that pay interest on a floating-rate basis, which resulted in an amount of net floating-rate exposure, subject to the impact of interest rate floors on certain of our floating-rate loan investments, of $0.5 billion.
Liquidity Needs In addition to our loan origination activities and general operating expenses, our primary liquidity needs include interest and principal payments under our $1.5 billion of outstanding borrowings under our repurchase facilities, CRE CLOs, and secured credit facility; $90.6 million of unfunded loan commitments; and dividend distributions to our preferred and common stockholders, which are at the discretion of our board of directors.
Liquidity Needs In addition to our loan origination activities and general operating expenses, our primary liquidity needs include interest and principal payments under our $1.1 billion of outstanding borrowings under our repurchase facilities, CRE CLOs, secured credit facility, and mortgage loan payable; $77.4 million of unfunded loan commitments; and dividend distributions to our preferred and common stockholders, which are at the discretion of our board of directors.
The facility matures on December 21, 2025. The following table details the outstanding borrowings under our secured credit facility as of December 31, 2024: (dollars in thousands) December 31, 2024 Secured Credit Facility Principal Balance Carrying Value Wtd. Avg.
The following table details the outstanding borrowings under our secured credit facility as of December 31, 2025: (dollars in thousands) December 31, 2025 Secured Credit Facility Principal Balance Carrying Value Wtd. Avg.
Summary of Results of Operations and Financial Condition Our GAAP net (loss) attributable to common stockholders was $(221.5) million (or $(4.39) per basic weighted average share) for the year ended December 31, 2024, as compared to GAAP net income attributable to common stockholders of $(77.6) million (or $(1.50) per basic weighted average share) for the year ended December 31, 2023.
Summary of Results of Operations and Financial Condition Our GAAP net (loss) attributable to common stockholders was $(55.6) million (or $(1.16) per basic weighted average share) for the year ended December 31, 2025, as compared to GAAP net (loss) attributable to common stockholders of $(221.5) million (or $(4.39) per basic weighted average share) for the year ended December 31, 2024.
In addition, we work with a leading commercial real estate loan servicer, which provides us with a fully-dedicated and experienced team to increase efficiency and leverage our internal resources in servicing and asset managing our loan investments. Our internal team retains authority on all asset management decisions. We maintain strong relationships and an active asset management dialogue with our borrowers.
In addition, we work with a leading commercial real estate loan servicer, which provides us with a fully dedicated and experienced team to increase efficiency and leverage our internal resources in servicing and asset managing our loan investments. Our internal team retains authority on all asset management decisions.
Revenue from REO Operations During the year ended December 31, 2024, we recorded revenue from REO operations of $9.3 million as compared to $2.6 million during the year ended December 31, 2023.
Revenue from REO Operations During the year ended December 31, 2025, we recorded revenue from REO operations of $13.6 million as compared to $9.3 million during the year ended December 31, 2024.
Yield/Cost (1) Collateral assets $ 148,627 $ 98,015 S+4.2% Borrowings outstanding 86,774 86,774 S+6.5% ______________________ (1) Calculations of all in yield on collateral assets at origination are based on a number of assumptions (some or all of which may not occur) and are expressed as monthly equivalent yields that include net origination fees and exit fees and exclude future fundings and any potential or completed loan amendments or modifications.
Yield/Cost (1) Collateral assets $ 156,120 $ 98,772 S+4.2% Borrowings outstanding 71,774 71,774 S+5.8% ______________________ (1) Calculations of all in yield on collateral assets at origination are based on a number of assumptions (some or all of which may not occur) and are expressed as monthly equivalent yields that include net origination fees and exit fees and exclude future fundings and any potential or completed loan amendments or modifications.
(2) Includes loans on nonaccrual status as of December 31, 2024.
(2) Includes loans on nonaccrual status as of December 31, 2025.
As of December 31, 2024, we had outstanding $0.8 billion of securitized debt obligations with a weighted average borrowing rate of 6.6% and weighted average estimated remaining maturities of 0.7 years based on the maturities of the underlying loan collateral.
As of December 31, 2025, we had outstanding $0.6 billion of securitized debt obligations with a weighted average borrowing rate of 6.2% and weighted average estimated remaining maturities of 0.4 years based on the maturities of the underlying loan collateral.
For such loans that we determine foreclosure of the collateral is probable, we measure the expected losses based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date.
If we determine foreclosure of the collateral is probable, we measure the expected losses based on the difference between the fair value of the collateral and the amortized cost basis of the loan as of the measurement date.
As of December 31, 2024, our CRE CLOs financed 46.5% of our total loan portfolio principal balance on a term-matched, non-recourse and non-mark-to-market basis with attractive cost of funds. The following table details our CRE CLO securitized debt obligations as of December 31, 2024: (dollars in thousands) December 31, 2024 Securitized Debt Obligations Principal Balance Carrying Value Wtd. Avg.
As of December 31, 2025, our CRE CLOs financed 48.9% of our total loan portfolio principal balance on a term-matched, non-recourse and non-mark-to-market basis with attractive cost of funds. 47 Table of Contents The following table details our CRE CLO securitized debt obligations as of December 31, 2025: (dollars in thousands) December 31, 2025 Securitized Debt Obligations Principal Balance Carrying Value Wtd.
Financial Condition As of December 31, 2024, our borrowings consisted of repurchase agreement facilities collateralized by a portion of our loans held-for-investment, securitized debt obligations issued by CRE CLOs collateralized by pools of our loans held-for-investment and a secured credit facility collateralized by loans held-for-investment.
Financial Condition As of December 31, 2025, our borrowings consisted of repurchase agreement facilities collateralized by a portion of our loans held-for-investment, securitized debt obligations issued by CRE CLOs collateralized by pools of our loans held-for-investment, a secured credit facility collateralized by loans held-for-investment and a mortgage loan payable collateralized by a REO property.
The performance of these assets, which include four office buildings, one mixed-use property with an office component, one hotel asset and one multifamily property, has been adversely affected to varying degrees by many factors, such as slower pace in leasing activity for office properties, related to work from home trends and other submarket dynamics, combined with a significant rise in interest rates contributing to a meaningful reduction in real estate transaction activity, capital markets volatility and limited market liquidity affecting property values and these borrowers’ ability to either sell or refinance their loans, and other property specific factors.
The performance of these assets, which include one office building, one retail property, one hotel property and one multifamily property, has been adversely affected to varying degrees by many factors, such as slower pace in 45 Table of Contents leasing activity for office properties and other submarket dynamics, combined with a significant rise in interest rates, contributing to a meaningful reduction in real estate transaction activity, capital markets volatility and limited market liquidity affecting property values and these borrowers’ ability to either sell or refinance their loans, and other property-specific factors.
As of December 31, 2024, the weighted average borrowing rate on our repurchase facilities was 7.8%, the weighted average advance rate was 61.7%, and the term to maturity ranged from approximately 0.4 years to approximately 0.6 years, with a weighted average remaining maturity of 0.5 years.
As of December 31, 2025, the weighted average borrowing rate on our repurchase facilities was 6.8%, the weighted average advance rate was 58.9%, and the term to maturity ranged from approximately 0.3 years to approximately 0.6 years, with a weighted average remaining maturity of 0.5 years.
Given this uncertainty, it remains difficult to predict the effect these challenging conditions may have on the office property market, our borrowers, their performance under the terms of our loans secured by office properties and our financial results. 38 Table of Contents 2024 Activity Operating Results: • Recognized GAAP net (loss) attributable to common stockholders of $(221.5) million, or $(4.39) per basic common share. • Generated Distributable Earnings (Loss) to common stockholders of $(143.9) million, or $(2.85) per basic common share, which includes $(146.3) million in write-offs and $8.8 million in recoveries of amounts previously written off, and excludes the $(201.4) million in provision for credit losses, $(6.6) million of non-cash equity compensation expense and $(6.3) million of non-cash depreciation and amortization on REO. • Generated Distributable Earnings (Loss) Before Realized Gains and Losses to common stockholders of $(6.4) million, or $(0.13) per basic common share. • Recorded an increase to the allowance for credit losses of $63.9 million, for a total allowance of credit losses of $201.0 million, or approximately 9.2% of total loan commitments of $2.2 billion at December 31, 2024. • Book value per share of common stock at December 31, 2024, was $8.47, inclusive of $(4.12) per basic common share of total CECL reserve. • Declared common stock dividends of $16.1 million, or $0.30 per basic common share, and preferred dividends of $14.4 million, or $1.75 per share of Series A Preferred Stock.
Given this uncertainty, it remains difficult to predict the effect these challenging conditions may have on the office property market, our borrowers, their performance under the terms of our loans secured by office properties and our financial results. 38 Table of Contents 2025 Activity Operating Results: • Recognized GAAP net (loss) attributable to common stockholders of $(55.6) million, or $(1.16) per basic common share. • Generated Distributable Earnings (Loss) to common stockholders of $(94.6) million, or $(1.98) per basic common share, which includes $(80.5) million in write-offs, $0.4 million in recoveries of amounts previously written off and $(7.6) million of accumulated depreciation and amortization related to an REO sale, and excludes the $(27.5) million in provision for credit losses, $(6.6) million of non-cash equity compensation expense, $(7.8) million of non-cash depreciation and amortization on REO and $(6.8) million of impairment loss on REO. • Generated Distributable Earnings (Loss) Before Realized Gains and Losses to common stockholders of $(7.2) million, or $(0.15) per basic common share. • Recorded a decrease to the allowance for credit losses of $(52.6) million, for a total allowance of credit losses of $148.4 million, or approximately 8.4% of total loan commitments of $1.8 billion at December 31, 2025. • Book value per share of common stock at December 31, 2025, was $7.29, inclusive of $(3.12) per basic common share of total CECL reserve. • Declared common stock dividends of $10.4 million, or $0.20 per basic common share, and preferred dividends of $14.4 million, or $1.75 per share of Series A Preferred Stock.
(2) Unused capacity is not committed as of December 31, 2024. Under our existing repurchase facilities, our counterparties may make margin calls as a result of a perceived decline in the value of our assets collateralizing the given facility due to a credit event or, under a limited number of our repurchase facilities, due to market events.
Under our existing repurchase facilities, our counterparties may make margin calls as a result of a perceived decline in the value of our assets collateralizing the given facility due to a credit event or, under a limited number of our repurchase facilities, due to market events.
We have leveraged those relationships along with our team’s experience to maximize the performance of our portfolio, including during periods of real estate market and economic uncertainty and volatility.
We maintain strong relationships and an active asset management dialogue with our borrowers. We have leveraged those relationships along with our team’s experience to maximize the performance of our portfolio, including during periods of real estate market and economic uncertainty and volatility.
Leverage From December 31, 2023, to December 31, 2024, our debt-to-equity ratio, defined as total debt, net of cash, divided by total equity, increased modestly from 2.1:1.0 to 2.2:1.0 mainly driven by a reduction in total equity, partially offset by a reduction in outstanding debt.
Leverage From December 31, 2024, to December 31, 2025, our debt-to-equity ratio, defined as total debt, net of cash, divided by total equity, decreased from 2.2:1.0 to 2.0:1.0 mainly due to a reduction in outstanding debt, partially offset by a lower equity balance.
Dividends We generally intend to distribute substantially all of our taxable income each year (which does not necessarily equal net income as calculated in accordance with GAAP) to our stockholders to comply with the REIT provisions of the Code. In addition, our dividend policy remains subject to revision at the discretion of our board of directors.
Dividends We generally intend to distribute substantially all of our taxable income each year (which does not necessarily equal net income as calculated in accordance with GAAP) to our stockholders to comply with the REIT provisions of the Code. In addition, our dividend practices may change.
Yield on collateral assets is exclusive of restricted Secured Credit Facility In December 2022, we entered into a secured credit facility with a maximum borrowing capacity of $100.0 million. The facility had aggregate outstanding borrowings of $86.8 million as of December 31, 2024, which financed a portion of our loans held for investment on a non-mark-to-market basis.
Secured Credit Facility In December 2022, we entered into a secured credit facility with a maximum borrowing capacity of $100.0 million. The facility had aggregate outstanding borrowings of $71.8 million as of December 31, 2025, which financed a portion of our loans held for investment on a non-mark-to-market basis. The facility matures on December 21, 2026.
Provision for Credit Losses The following table presents the components of (provision for) benefit from credit losses for the years ended December 31, 2024, and December 31, 2023: Year Ended December 31, (in thousands) 2024 2023 (Provision for) benefit from credit losses on: Loans held-for-investment (202,565) (106,600) Other liabilities 1,153 1,793 Total (provision for) benefit from credit losses $ (201,412) $ (104,807) During the year ended December 31, 2024, we recorded a provision for credit losses of $(201.4) million as compared to $(104.8) million during the year ended December 31, 2023.
Provision for Credit Losses The following table presents the components of (provision for) benefit from credit losses for the years ended December 31, 2025 and December 31, 2024: Year Ended December 31, (in thousands) 2025 2024 (Provision for) benefit from credit losses on: Loans held-for-investment $ (26,325) $ (202,565) Other liabilities (1,214) 1,153 Total (provision for) benefit from credit losses $ (27,539) $ (201,412) During the year ended December 31, 2025, we recorded a provision for credit losses of $(27.5) million as compared to $(201.4) million during the year ended December 31, 2024.
As of December 31, 2024, our capitalization included $1.5 billion of loan-level financing.
As of December 31, 2025, our capitalization included $1.2 billion of loan-level financing.
At December 31, 2024, we had two CRE CLOs outstanding: GPMT 2021-FL4 and GPMT 2021-FL3, totaling $0.8 billion of outstanding borrowings, financing 30 of our existing first mortgage loan investments with an aggregate principal balance, inclusive of restricted cash, totaling $1.0 billion.
At December 31, 2025, we held two outstanding CRE CLOs: GPMT 2021-FL4 and GPMT 2021-FL3, totaling $0.6 billion of outstanding borrowings, financing 25 of our existing senior loan investments with an aggregate principal balance, inclusive of restricted cash, totaling $0.8 billion.
Our Company Granite Point Mortgage Trust Inc. is an internally-managed real estate finance company that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments. Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “GPMT”.
Our Company Granite Point Mortgage Trust Inc. is an internally managed real estate finance company that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments.
At December 31, 2024, our loan portfolio was comprised of 54 investments, of which 53 were senior first mortgage loans totaling $2.2 billion of commitments with an unpaid principal balance of $2.1 billion, and one subordinated loan totaling $13.2 million in commitments and unpaid principal balance.
At December 31, 2025, our loan portfolio was comprised of 43 investments, of which 42 were senior first mortgage loans totaling $1.8 billion of commitments with an unpaid principal balance of $1.7 billion, and one subordinate loan totaling $13.0 million in commitments and unpaid principal balance.
In addition, Distributable Earnings is a performance metric we consider, along with other measures, when declaring our common stock dividends. 39 Table of Contents (Loss) Earnings Per Share and Dividends Declared Per Common Share The following table sets forth the calculation of basic and diluted earnings (loss) per share and dividends declared per share for the years ended December 31, 2024, and 2023: Year Ended December 31, (in thousands, except share data) 2024 2023 Net (loss) attributable to common stockholders $ (221,452) $ (77,649) Basic weighted average common shares outstanding 50,423,243 51,641,619 Diluted weighted average common shares outstanding 50,423,243 51,641,619 Basic (loss) per weighted average common share $ (4.39) $ (1.50) Diluted (loss) per weighted average common share $ (4.39) $ (1.50) Dividend declared per common share $ 0.30 $ 0.80 Distributable Earnings (Loss) In order to maintain our status as a REIT, we are required to distribute at least 90% of our taxable income to stockholders, subject to certain distribution requirements.
(Loss) Earnings Per Share and Dividends Declared Per Common Share The following table sets forth the calculation of basic and diluted earnings (loss) per share and dividends declared per share for the years ended December 31, 2025 and 2024: Year Ended December 31, (in thousands, except share data) 2025 2024 Net (loss) attributable to common stockholders $ (55,553) $ (221,452) Basic and diluted weighted average common shares outstanding 47,870,235 50,423,243 Basic (loss) per weighted average common share $ (1.16) $ (4.39) Diluted (loss) per weighted average common share $ (1.16) $ (4.39) Dividend declared per common share $ 0.20 $ 0.30 Distributable Earnings (Loss) In order to maintain our status as a REIT, we are required to distribute at least 90% of our taxable income to stockholders, subject to certain distribution requirements.
Recently Issued Accounting Standards Refer to Note 2 – Basis of Presentation and Significant Accounting Policies to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
See Note 4 – Real Estate Owned, Net and Note 8 - Fair Value to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details. Recently Issued Accounting Standards Refer to Note 2 – Basis of Presentation and Significant Accounting Policies to our Consolidated Financial Statements included in this Annual Report on Form 10-K.
Our book value as of December 31, 2024, was $8.47 per share of common stock, inclusive of $(4.12) per share of total CECL reserves.
Our book value as of December 31, 2025, was $7.29 per share of common stock, inclusive of $(3.12) per share of total CECL reserves.
Stockholders’ Equity $ 619,092 $ 858,898 Series A cumulative redeemable preferred stock liquidation preference (205,738) (205,738) Common stockholders’ equity $ 413,354 $ 653,160 Shares: Common shares outstanding 48,801,690 50,577,841 Book value per share of common stock $ 8.47 $ 12.91 Book value per share as of December 31, 2024, includes the impact of an estimated allowance for credit losses of $201.0 million, or $(4.12) per common share.
Stockholders’ Equity $ 552,687 $ 619,092 Series A cumulative redeemable preferred stock liquidation preference (205,738) (205,738) Common stockholders’ equity $ 346,949 $ 413,354 Shares: Common shares outstanding 47,563,643 48,801,690 Book value per share of common stock $ 7.29 $ 8.47 Book value per share as of December 31, 2025, includes the impact of an estimated allowance for credit losses of $148.4 million, or $(3.12) per common share.
The increase in the provision for credit losses was primarily driven by an increase in the allowance for certain collateral-dependent loans during the year ended December 31, 2024, that were individually assessed in accordance with ASU 2016-13.
The decrease in the provision for credit losses was primarily driven by lower balances on nonaccrual loans that were individually assessed in accordance with ASU 2016-13 during the year ended December 31, 2025, compared to the year ended December 31, 2024.
For the year ended December 31, 2024, we recorded a GAAP net (loss) per basic common share of $(4.39), declared a cash dividend of $0.30 per share of common stock and reported Distributable (loss) of $(2.85) per basic common share.
For the year ended December 31, 2025, we recorded a GAAP net (loss) per basic common share of $(1.16), declared cash dividends of $0.20 per share of common stock and reported Distributable (Loss) of $(1.98) per basic common share.
The following table details overall statistics for our loan portfolio as of December 31, 2024: (dollars in thousands) Loan Portfolio Summary Number of loans 54 Total loan commitments $ 2,196,975 Unpaid principal balance $ 2,106,334 Unfunded loan commitments $ 90,641 Carrying value $ 1,897,648 Weighted-average cash coupon (1) S+3.77% Weighted-average all-in yield (2) S+4.01% Stabilized LTV (3) 64.4 % ______________________ (1) Cash coupon does not include origination or exit fees.
The following table details overall statistics for our loan portfolio as of December 31, 2025: (dollars in thousands) Loan Portfolio Summary Number of loans 43 Total loan commitments $ 1,767,366 Unpaid principal balance $ 1,689,967 Unfunded loan commitments $ 77,399 Carrying value $ 1,537,732 Weighted-average cash coupon (1) S+3.62% Weighted-average all-in yield (2) S+3.93% Stabilized LTV (3) 65.0 % ______________________ (1) Cash coupon does not include origination or exit fees.
We mitigate this counterparty risk by seeking to diversify our lending partners, focusing on establishing borrowing relationships with strong counterparties and continuously monitoring them through a thoughtful approach to counterparty risk oversight.
Much of our financing is in the form of repurchase facilities or other types of credit facilities provided to us by our lender counterparties. We mitigate this counterparty risk by seeking to diversify our lending partners, focusing on establishing borrowing relationships with strong counterparties and continuously monitoring them through a thoughtful approach to counterparty risk oversight.
Sources of Liquidity Our primary sources of liquidity include cash and cash equivalents on our consolidated balance sheets, any approved but unused borrowing capacity under our financing facilities, the net proceeds of future public and private equity and debt offerings, payments of principal, including loan repayments and prepayments, loan sales, interest we receive on our portfolio of assets and cash generated from our operating results.
Sources of Liquidity Our primary sources of liquidity include cash and cash equivalents on our consolidated balance sheets, any approved but unused borrowing capacity under our financing facilities, the net proceeds of future public and private equity and debt offerings, payments of principal, including loan repayments and prepayments, loan sales, interest we receive on our portfolio of assets and cash generated from our operating results. 55 Table of Contents The following table sets forth our immediately available sources of liquidity as of December 31, 2025: (in thousands) December 31, 2025 Cash and cash equivalents $ 65,958 Approved but unused borrowing capacity on financing facilities — Total $ 65,958 We have access to liquidity through public offerings of debt and equity securities, subject to market and other conditions.
The following table details our loan portfolio’s net floating rate exposure as of December 31, 2024: (in thousands) Net Exposure Floating rate assets (1)(2) $ 2,061,096 Floating rate liabilities (1)(3) 1,474,030 Net floating rate exposure $ 587,066 ______________________ (1) As of December 31, 2024, all of our floating rate assets and liabilities were indexed to SOFR.
The following table details our portfolio’s net floating-rate exposure as of December 31, 2025: (in thousands) Net Exposure Floating-rate assets (1)(2) $ 1,642,761 Floating-rate liabilities (1)(3) 1,172,714 Net floating-rate exposure $ 470,047 ______________________ (1) As of December 31, 2025, all of our floating-rate assets and liabilities were indexed to SOFR.
Interest Expense Interest expense for the year ended December 31, 2024, decreased to $149.7 million from $181.7 million for the year ended December 31, 2023, mainly due to a lower average balances on portfolio level financing and corporate borrowings.
Interest Expense Interest expense for the year ended December 31, 2025, decreased to $97.9 million from $149.7 million for the year ended December 31, 2024, mainly due to a lower average balance on portfolio-level financing and a decline in short-term interest rates.
(2) Average balance represents average amortized cost on loans held-for-investment. (3) Loans primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans.
(2) Average balance represents average amortized cost on loans held-for-investment. (3) Loans primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans. (4) During the year ended December 31, 2024, the facility had an average balance collateralized by real estate owned of $1.8 million.
Calculations of cost of funds is the weighted average coupon of the CRE CLO, exclusive of any CRE CLO issuance costs. (2) $8.0 million restricted cash is included as of December 31, 2024. No restricted cash is included as of December 31, 2023. Yield on collateral assets is exclusive of restricted cash.
Calculations of cost of funds is the weighted average coupon of the CRE CLO, exclusive of any CRE CLO issuance costs. (2) $31.0 thousand of restricted cash is included as of December 31, 2025. (3) Norestricted cash is included as of December 31, 2025.
Calculations of all in weighted average yield at origination exclude fixed rate loans. Calculations of cost of funds is the initial weighted average coupon of the secured credit facility, exclusive of any secured credit facility issuance costs. 47 Table of Contents Financial Covenants We are subject to a variety of financial covenants under our secured financing arrangements.
Calculations of all in weighted average yield at origination exclude fixed rate loans. Calculations of cost of funds is the initial weighted average coupon of the secured credit facility, exclusive of any secured credit facility issuance costs.
The increase in revenue from REO is due to the full year of activity on the REO acquisition that occurred on May 16, 2023, as well as the partial year of activity on the REO acquisition that occurred on June 27, 2024. 52 Table of Contents Expenses The following table presents the components of expenses for the years ended December 31, 2024, and December 31, 2023: Year Ended December 31, (dollars in thousands) 2024 2023 Compensation and benefits $ 19,461 $ 21,711 Servicing expenses 5,351 5,313 Expenses from real estate owned operations 13,186 5,977 Other operating expenses 12,075 10,289 Total operating expenses $ 50,073 $ 43,290 Annualized total operating expenses, excluding expenses from real estate owned operations, as a percentage of average total equity, excluding non-controlling interest 5.0 % 4.0 % Annualized total operating expenses, excluding non-cash equity compensation and expenses from real estate owned operations, as a percentage of average total equity, excluding non-controlling interest 4.1 % 3.3 % We incur compensation and benefits expenses, servicing expenses related to the servicing of commercial real estate loans, expenses from REO operations and other operating expenses.
The increase in revenue from REO is due to REO acquisitions that occurred in June 2024 and January 2025, partially offset by the sale of one REO asset during the second quarter of 2025. 53 Table of Contents Expenses The following table presents the components of expenses for the years ended December 31, 2025, and December 31, 2024: Year Ended December 31, (dollars in thousands) 2025 2024 Compensation and benefits $ 19,860 $ 19,461 Servicing expenses 3,604 5,351 Expenses from real estate owned operations 21,058 13,186 Impairment loss on real estate owned 6,753 — Other operating expenses 9,892 12,075 Total operating expenses $ 61,167 $ 50,073 Annualized total operating expenses, excluding impairment loss and expenses from real estate owned operations, as a percentage of average total equity, excluding non-controlling interest 5.6 % 5.0 % Annualized total operating expenses, excluding non-cash equity compensation, impairment loss and expenses from real estate owned operations, as a percentage of average total equity, excluding non-controlling interest 6.0 % 4.1 % We incur compensation and benefits expenses, servicing expenses related to the servicing of commercial real estate loans, expenses from REO operations and other operating expenses.
As of December 31, 2024, and December 31, 2023, the loan had a principal balance of $32.0 million and $51.1 million, and an amortized cost of $30.3 million and $49.9 million, respectively.
As of December 31, 2025, and December 31, 2024, the loan had a principal balance of $26.9 million and $25.2 million, respectively, and an amortized cost of $26.9 million and $25.1 million, respectively.
Interest Income Interest income for the year ended December 31, 2024, decreased to $185.6 million from $263.7 million for the year ended December 31, 2023, mainly due to a higher average balance of nonaccrual loans and a lower average balance of our interest-earning assets driven by loan prepayments.
Interest Income Interest income for the year ended December 31, 2025, decreased to $131.7 million from $185.6 million for the year ended December 31, 2024, mainly due to a lower average balance of our interest-earning assets and a decline in short-term interest rates.
Our investment objective is to preserve our stockholders’ capital while generating attractive risk-adjusted returns over the long term, primarily through dividends derived from current income produced by our investment portfolio. We operate as a REIT, as defined under the Code. We also operate our business in a manner intended to maintain our exclusion from registration under the Investment Company Act.
Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol “GPMT.” Our investment objective is to preserve our stockholders’ capital while generating attractive risk-adjusted returns over the long term, primarily through dividends derived from current income produced by our investment portfolio. We operate as a REIT, as defined under the Code.
The following table provides a reconciliation of GAAP net (loss) attributable to common stockholders to Distributable Earnings (Loss) Before Realized Gains and Losses and Distributable Earnings (Loss) for the years ended December 31, 2024, and 2023: Year Ended December 31, (in thousands, except share data) 2024 2023 Reconciliation of GAAP net (loss) income to Distributable Earnings (Loss): GAAP net (loss) income attributable to common stockholders $ (221,452) $ (77,649) Adjustments: Provision for credit losses 201,412 104,807 Realized losses on sales — — Depreciation and amortization on real estate owned 6,280 3,375 Loss (gain) on extinguishment of debt 786 (238) Non-cash equity compensation 6,565 6,979 Distributable Earnings (Loss) Before Realized Gains and Losses $ (6,409) $ 37,274 Realized losses on write-offs, loan sales and REO conversions (146,318) (54,274) Recoveries of previous write-offs 8,819 — Distributable Earnings (Loss) $ (143,908) $ (17,000) Distributable Earnings (Loss) per basic share of common stock $ (2.85) $ (0.33) Distributable Earnings (Loss) per diluted share of common stock $ (2.85) $ (0.33) Distributable Earnings (Loss) Before Realized Gains and Losses per basic share of common stock $ (0.13) $ 0.72 Distributable Earnings (Loss) Before Realized Gains and Losses per diluted share of common stock $ (0.13) $ 0.72 Basic weighted average common shares 50,423,243 51,641,619 Diluted weighted average common shares 50,423,243 51,641,619 Book Value Per Common Share The following table provides the calculation of our book value per share of common stock as of December 31, 2024, and December 31, 2023: (in thousands, except share data) December 31, 2024 December 31, 2023 Total Granite Point Mortgage Trust Inc.
We believe that our stockholders use Distributable Earnings (Loss) and Distributable Earnings (Loss) Before Realized Gains and Losses, or a comparable supplemental performance measure, to evaluate and compare the performance of our company and our peers. 41 Table of Contents The following table provides a reconciliation of GAAP net (loss) attributable to common stockholders to Distributable Earnings (Loss) Before Realized Gains and Losses and Distributable Earnings (Loss) for the years ended December 31, 2025, and 2024: Year Ended December 31, (in thousands, except share data) 2025 2024 Reconciliation of GAAP net (loss) income to Distributable Earnings (Loss): GAAP net (loss) income attributable to common stockholders $ (55,553) $ (221,452) Adjustments: Provision for credit losses 27,539 201,412 Depreciation and amortization on real estate owned 7,792 6,280 Impairment loss on real estate owned 6,753 — (Gain) loss on sale of real estate owned (301) — Loss (gain) on extinguishment of debt — 786 Non-cash equity compensation 6,582 6,565 Distributable Earnings (Loss) Before Realized Gains and Losses $ (7,188) $ (6,409) Realized losses on write-offs, loan sales and REO conversions (80,498) (146,318) Realized gain on REO sale 301 — Accumulated depreciation and amortization on REO sale (7,569) — Recoveries of previous write-offs 358 8,819 Distributable Earnings (Loss) $ (94,596) $ (143,908) Distributable Earnings (Loss) per basic weighted average common share $ (1.98) $ (2.85) Distributable Earnings (Loss) per diluted weighted average common share $ (1.98) $ (2.85) Distributable Earnings (Loss) Before Realized Gains and Losses per basic weighted average common share $ (0.15) $ (0.13) Distributable Earnings (Loss) Before Realized Gains and Losses per diluted weighted average common share $ (0.15) $ (0.13) Basic weighted average common shares 47,870,235 50,423,243 Diluted weighted average common shares 47,870,235 50,423,243 Book Value Per Common Share The following table provides the calculation of our book value per share of common stock as of December 31, 2025, and December 31, 2024: (in thousands, except share data) December 31, 2025 December 31, 2024 Total Granite Point Mortgage Trust Inc.
(8) During the year ended December 31, 2024, we completed a modification that included an adjustment in rate to a fixed rate coupon rate of 5.75%, adjusted from a floating rate coupon of S+3.40%. (9) As of December 31, 2024, the loan was in maturity default with a maturity date of December 9, 2024.
(8) Completed a modification with an effective date of July 12, 2024, that included an adjustment in rate to a fixed rate coupon rate of 5.75%, adjusted from a floating rate coupon of S+3.40%.
We realized $727.1 million in aggregate reductions in portfolio unpaid principal balance from loan repayments, paydowns, amortization and resolutions. See Note 3 - Loans Held-for-Investment, Net of Allowance for Credit Losses to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further detail.
See Note 3 — Loans Held-for-Investment, Net of Allowance for Credit Losses to our Consolidated Financial Statements included in this Annual Report on Form 10-K for further detail.
The cash movements can be summarized by the following: • Cash flows from operating activities. For the year ended December 31, 2024, operating activities increased our cash balances by approximately $8.8 million, primarily driven by equity compensation and amortization and depreciation. • Cash flows from investing activities .
The cash movements can be summarized by the following: • Cash flows from operating activities. For the year ended December 31, 2025, operating activities increased our cash balances by approximately $2.7 million, primarily driven by net interest income and REO revenues, partially offset by operating expenses and REO expenses. • Cash flows from investing activities .

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCapital Markets Risk As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate significant operating cash flow and therefore requires us to utilize capital markets, both debt and equity, to finance our business.
Biggest changeThis risk is partially mitigated by various factors we consider during our rigorous underwriting and loan structuring process, which in certain cases include a requirement for our borrower to purchase an interest rate cap contract. 61 Table of Contents Capital Markets Risk As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate significant operating cash flow and therefore requires us to utilize capital markets, both debt and equity, to finance our business.
Various factors, such as elevated interest rates, inflation, geopolitical tensions and volatility in public equity and fixed income markets have led to increased cost and decreased availability of capital, which may adversely impact the ability of commercial property owners to service their debt obligations and refinance their loans as they mature and/or our ability to access capital markets.
Various factors, such as elevated interest rates, inflation, tariffs, geopolitical tensions and volatility in public equity and fixed income markets have led to increased cost and decreased availability of capital, which may adversely impact the ability of commercial property owners to service their debt obligations and refinance their loans as they mature and/or our ability to access capital markets.
In addition, these higher benchmark interest rates have increased our borrowers’ interest payments, adversely affected commercial real estate property values and, for certain of our borrowers have contributed, and may continue to contribute, to loan non-performance, modifications, defaults, foreclosures and/or property sales, which has resulted, and may continue to result, in us realizing losses on our investments.
In addition, these higher benchmark interest rates have increased our borrowers’ interest payments, adversely affected commercial real estate property values and, for certain of our borrowers have contributed, and may continue to contribute, to loan non-performance, modifications, defaults, foreclosures and/or property sales, which has resulted, and may continue to result, in our realizing losses on our investments.
While we are exposed to certain types of market risk in our business, we seek to actively manage them using our risk management infrastructure and philosophy centered around quantifying and measuring various market risks on a continuous basis.
While we are exposed to certain types of market risk in our business, we seek to actively manage them using our risk management infrastructure and philosophy centered on quantifying and measuring various market risks on a continuous basis.
Certain assumptions have been made in connection with the calculation of the information set forth in the foregoing interest rate sensitivity table and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. The base interest rate scenario assumes interest rates at December 31, 2024.
Certain assumptions have been made in connection with the calculation of the information set forth in the foregoing interest rate sensitivity table and, as such, there can be no assurance that assumed events will occur or that other events will not occur that would affect the outcomes. The base interest rate scenario assumes interest rates at December 31, 2025.
While the Federal Reserve reduced its benchmark overnight interest rates in the second half of 2024, they remain high and how long they will remain at elevated levels remains uncertain. These higher interest rates have increased our interest expense, which may not be fully offset by any increases in interest income.
While the Federal Reserve reduced its benchmark overnight interest rates in the second half of 2024 and the second half of 2025, they remain at elevated levels and how long they will remain at elevated levels remains uncertain. These higher interest rates have increased our interest expense, which may not be fully offset by any increases in interest income.
Generally, we: • manage our portfolio with focus on diligent, investment-specific market review, enforcement of loan and security rights and timely execution of disposition strategies; • actively employ portfolio-wide and investment-specific risk measurement and management processes in our daily operations, including utilizing risk management tools; and • seek to manage credit risk through our rigorous underwriting due diligence process prior to origination or acquisition of our target investments, and through the use of nonrecourse financing when and where available and appropriate. 60 Table of Contents
Generally, we: • manage our portfolio with a focus on diligent, investment-specific market review, enforcement of loan and security rights and timely execution of disposition strategies; 62 Table of Contents • actively employ portfolio-wide and investment-specific risk measurement and management processes in our daily operations, including utilizing risk management tools; and • seek to manage credit risk through our rigorous underwriting due diligence process prior to origination or acquisition of our target investments, and through the use of non-recourse financing when and where available and appropriate. 63 Table of Contents
We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under credit facilities or other debt instruments, 59 Table of Contents such as securitizations or unsecured debt.
We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under credit facilities or other debt instruments, such as securitizations or unsecured debt.
All changes in value are measured as the change from our December 31, 2024, 58 Table of Contents financial position. All projected changes in annualized net interest income are measured as the change from our projected annualized net interest income based off current performance returns.
All changes in value are measured as the change from our December 31, 2025, financial position. All projected changes in annualized net interest income are measured as the change from our projected annualized net interest income based off current performance returns.
As of December 31, 2024, approximately 97.9% of our portfolio by principal balance earned a floating rate of interest. The remaining approximately 2.1% of our portfolio earned a fixed rate of interest.
As of December 31, 2025, approximately 97.2% of our portfolio by principal balance earned a floating rate of interest. The remaining approximately 2.8% of our portfolio earned a fixed rate of interest.
The information presented in the following interest rate sensitivity table projects the potential impact of sudden parallel changes in interest rates on our financial results and financial condition over the next 12 months, based on our interest sensitive financial instruments at December 31, 2024.
Actual economic conditions or our implementation of decisions may produce results that differ significantly from the estimates and assumptions used in our analyses. 60 Table of Contents The information presented in the following interest rate sensitivity table projects the potential impact of sudden parallel changes in interest rates on our financial results and financial condition over the next 12 months, based on our interest-sensitive financial instruments at December 31, 2025.
However, many of those risks have been magnified by the continuing economic disruption and capital markets volatility resulting from inflation, elevated interest rates and geopolitical uncertainty.
However, many of those risks have been magnified by the continuing economic disruption and capital markets volatility resulting from inflation, elevated interest rates, geopolitical uncertainty, global tariff policies and escalating global trade tensions, which have disrupted supply chains and material costs and have contributed to significant market volatility.
Changes in Interest Rates (in thousands) -100 bps -50 bps +50 bps +100 bps Change in value of financial position: Loans held-for-investment $ 594 $ 315 $ (324) $ (648) Repurchase facilities (249) (125) 125 249 Securitized debt obligations (329) (164) 164 329 Secured financing facility (36) (18) 18 36 Total net assets $ (20) $ 8 $ (17) $ (34) -100 bps -50 bps +50 bps +100 bps Change in annualized net interest income: $ (17) $ (428) $ 641 $ 1,282 The interest rate sensitivity table quantifies the potential changes in annualized net interest income and portfolio value, should interest rates immediately change.
Changes in Interest Rates (in thousands) -100 bps -50 bps +50 bps +100 bps Change in value of financial position: Loans held-for-investment $ 452 $ 250 $ (273) $ (551) Repurchase facilities (166) (89) 91 183 Securitized debt obligations (268) (134) 134 268 Secured financing facility (13) (13) 15 30 Mortgage loan payable (8) (4) 4 8 Total net assets $ (3) $ 10 $ (29) $ (62) -100 bps -50 bps +50 bps +100 bps Change in annualized net interest income: $ (180) $ (391) $ 849 $ 1,812 The interest rate sensitivity table quantifies the potential changes in annualized net interest income and portfolio value, should interest rates immediately change.
Removed
Actual economic conditions or our implementation of decisions may produce results that differ significantly from the estimates and assumptions used in our analyses.
Removed
This risk is partially mitigated by various factors we consider during our rigorous underwriting and loan structuring process, which in certain cases include a requirement for our borrower to purchase an interest rate cap contract.

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