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What changed in TPG RE Finance Trust, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TPG RE Finance 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.

+462 added−488 removedSource: 10-K (2026-02-17) vs 10-K (2025-02-18)

Top changes in TPG RE Finance Trust, Inc.'s 2025 10-K

462 paragraphs added · 488 removed · 361 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

36 edited+3 added−2 removed75 unchanged
Biggest changeCollectively, TPG Real Estate managed more than $17.6 billion in real estate and real estate-related assets as of December 31, 2024. In the fourth quarter of 2023, TPG Real Estate held an initial closing of TPG Real Estate Credit Opportunities, and two associated funds-of-one.
Biggest changeReal Estate, (4) TPG AG Europe Real Estate, (5) TPG Asia Real Estate, (6) TPG Net Lease, (7) TPG Real Estate Credit Opportunities and two associated funds-of-one (collectively, the “TRECO Funds”), and (8) us. Collectively, TPG's Real Estate platform included more than $38.2 billion in assets under management as of December 31, 2025.
The following table illustrates the quarterly impact to our net interest income of an immediate increase or decrease of 50 and 100 basis points in the Term SOFR benchmark rates underlying our existing floating rate loans held for investment portfolio and related liabilities as of December 31, 2024 (dollars in thousands): Due to the floating rate and short-term nature of our loan investment portfolio, we have elected not to employ interest rate derivatives (e.g., interest rate swaps, caps, floors, collars or swaptions) to limit our exposure to increasing or declining interest rates, but we may do so in the future. 10 Table of Contents Investment Guidelines Our board of directors has approved the following investment guidelines: • No investment will be made that would cause us to fail to maintain our qualification as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”); • No investment will be made that would cause us or any of our subsidiaries to be required to be registered as an investment company under the Investment Company Act; • Our Manager will seek to invest our capital in our target assets; • Prior to the deployment of our capital into our target assets, our Manager may cause our capital to be invested in any short-term investments in money market funds, bank accounts, overnight repurchase agreements with primary Federal Reserve Bank dealers collateralized by direct U.S. government obligations and other instruments or investments determined by our Manager to be of high quality; • Not more than 25% of our Equity (as defined in our Management Agreement) may be invested in any individual investment without the approval of a majority of our independent directors (it being understood, however, that for purposes of the foregoing concentration limit, in the case of any investment that is comprised (whether through a structured investment vehicle or other arrangement) of securities, instruments or assets of multiple portfolio issuers, such investment for purposes of the foregoing limitation will be deemed to be multiple investments in such underlying securities, instruments and assets and not the particular vehicle, product or other arrangement in which they are aggregated); and • Any investment in excess of $300 million requires the approval of a majority of our independent directors.
The following table illustrates the quarterly impact to our net interest income of an immediate increase or decrease of 50 and 100 basis points in the Term SOFR benchmark rates underlying our existing floating rate loans held for investment portfolio and related liabilities as of December 31, 2025 (dollars in thousands): Due to the floating rate and short-term nature of our loan investment portfolio, we have elected not to employ interest rate derivatives (e.g., interest rate swaps, caps, floors, collars or swaptions) to limit our exposure to increasing or declining interest rates, but we may do so in the future. 10 Table of Contents Investment Guidelines Our board of directors has approved the following investment guidelines: • No investment will be made that would cause us to fail to maintain our qualification as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”); • No investment will be made that would cause us or any of our subsidiaries to be required to be registered as an investment company under the Investment Company Act; • Our Manager will seek to invest our capital in our target assets; • Prior to the deployment of our capital into our target assets, our Manager may cause our capital to be invested in any short-term investments in money market funds, bank accounts, overnight repurchase agreements with primary Federal Reserve Bank dealers collateralized by direct U.S. government obligations and other instruments or investments determined by our Manager to be of high quality; • Not more than 25% of our Equity (as defined in our Management Agreement) may be invested in any individual investment without the approval of a majority of our independent directors (it being understood, however, that for purposes of the foregoing concentration limit, in the case of any investment that is comprised (whether through a structured investment vehicle or other arrangement) of securities, instruments or assets of multiple portfolio issuers, such investment for purposes of the foregoing limitation will be deemed to be multiple investments in such underlying securities, instruments and assets and not the particular vehicle, product or other arrangement in which they are aggregated); and • Any investment in excess of $300 million requires the approval of a majority of our independent directors.
For additional information regarding our investment portfolio as of December 31, 2024, see Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K. 8 Table of Contents Investment Portfolio Financing Strategy We finance our investment portfolio using secured financing arrangements, including secured credit agreements, secured revolving credit facilities, mortgage loans, asset-specific financing arrangements, and collateralized loan obligations (“CLOs”).
For additional information regarding our investment portfolio as of December 31, 2025, see Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-K. 8 Table of Contents Investment Portfolio Financing Strategy We finance our investment portfolio using secured financing arrangements, including secured credit agreements, secured revolving credit facilities, mortgage loans, asset-specific financing arrangements, and collateralized loan obligations (“CLOs”).
(3) Unfunded loan commitments may be funded over the term of each loan, subject in certain cases to an expiration date or a force-funding date, primarily to finance property improvements or lease-related expenditures by our borrowers, and to finance operating deficits during renovation and lease-up. (4) As of December 31, 2024, all of our loans were indexed to Term SOFR.
(3) Unfunded loan commitments may be funded over the term of each loan, subject in certain cases to an expiration date or a force-funding date, primarily to finance property improvements or lease-related expenditures by our borrowers, and to finance operating deficits during renovation and lease-up. (4) As of December 31, 2025, all of our loans were indexed to Term SOFR.
In the face of this competition, we have access to our Manager’s professionals through TPG and TPG Real Estate, and their industry expertise, which provides us with an advantage in competing effectively for attractive investment opportunities, helps us assess risks and determine appropriate pricing for certain potential investments, and affords us access to capital with low costs and other attractive attributes.
In the face of this competition, we have access to our Manager’s professionals through TPG and TPG's Real Estate platform, and their industry expertise, which provides us with an advantage in competing effectively for attractive investment opportunities, helps us assess risks and determine appropriate pricing for certain potential investments, and affords us access to capital with low costs and other attractive attributes.
(6) Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) as of December 31, 2024, divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest.
(6) Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) as of December 31, 2025, divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest.
Our interests in wholly-owned or majority-owned subsidiaries that qualify for the exclusion pursuant to 12 Table of Contents Section 3(c)(5)(C), as described below, Rule 3a-7, as described below, or another exclusion or exception under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof), do not constitute “investment securities.” We hold our assets primarily through direct or indirect wholly-owned or majority-owned subsidiaries, certain of which are excluded from the definition of investment company pursuant to Section 3(c)(5)(C) of the Investment Company Act.
Our interests in wholly owned or majority-owned subsidiaries that qualify for the exclusion pursuant to Section 3(c)(5)(C), as described below, Rule 3a-7, as described below, or another exclusion or exception under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof), do not constitute “investment securities.” We hold our assets primarily through direct or indirect wholly owned or majority-owned subsidiaries, certain of which are excluded from the definition of investment company pursuant to Section 3(c)(5)(C) of the Investment Company Act.
We believe that the flexibility of our investment strategy, supported by our Manager’s significant commercial real estate experience and the extensive resources of TPG and TPG Real Estate, will allow us to take advantage of continued changing market conditions to maximize risk-adjusted returns to our stockholders.
We believe that the flexibility of our investment strategy, supported by our Manager’s significant commercial real estate experience and the extensive resources of TPG and TPG's Real Estate platform, will allow us to take advantage of continued changing market conditions to maximize risk-adjusted returns to our stockholders.
In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for the total portfolio assumes Term SOFR as of December 31, 2024 for weighted average calculations.
In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees. All-in yield for the total portfolio assumes Term SOFR as of December 31, 2025 for weighted average calculations.
We seek to accomplish this primarily by selecting borrowing arrangements (i) where benchmark interest rate mirrors the benchmark rates of our loan investments, (ii) where maturities equal or exceed the expected maturities of our loan investments, and (iii) that do not involve mark-to-market structural features.
We seek to accomplish this primarily by selecting borrowing arrangements (i) where benchmark interest rates mirror the benchmark rates of our loan investments, (ii) where maturities equal or exceed the expected maturities of our loan investments, and (iii) that do not involve mark-to-market structural features.
Manager We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a leading global alternative asset manager with $246 billion in assets under management as of December 31, 2024. TPG offers a broad range of investment strategies across the alternative asset management landscape, primarily in private equity, credit, and real estate.
Manager We are externally managed by our Manager, TPG RE Finance Trust Management, L.P., an affiliate of TPG. TPG is a leading global alternative asset manager with $303 billion in assets under management as of December 31, 2025. TPG offers a broad range of investment strategies across the alternative asset management landscape, primarily in private equity, credit, and real estate.
The commercial mortgage loans we target for origination or acquisition typically include, but are not limited to, the following characteristics: • Unpaid principal balance greater than $35.0 million; • As-is loan-to value (“LTV”) of less than 75% with respect to individual properties; • Floating rate loans tied to the one-month U.S. dollar-denominated Secured Overnight Financing Rate (“Term SOFR”) and credit spreads of 300 to 600 basis points over the benchmark interest rate; • Secured by properties that are: (1) primarily in the multifamily/housing, life science, mixed-use, hospitality, self storage, and industrial real estate sectors; (2) expected to reach stabilization within 36 months of the origination or acquisition date; and (3) located in primary and select secondary markets in the U.S. that we believe have attractive economic conditions and commercial real estate fundamentals, such as growth in employment and household formation, medical infrastructure, universities and attractive cultural and lifestyle amenities; and • Well-capitalized sponsors with experience in particular real estate sectors and geographic markets.
The commercial mortgage loans we target for origination or acquisition typically include, but are not limited to, the following characteristics: • Unpaid principal balance greater than $50.0 million; • As-is loan-to value (“LTV”) of less than 75% with respect to individual properties; • Floating rate loans tied to the one-month U.S. dollar-denominated Secured Overnight Financing Rate (“Term SOFR”) and credit spreads of 250 to 400 basis points over the benchmark interest rate; • Secured by properties that are: (1) primarily in the multifamily/housing, industrial, hospitality, office and mixed-use real estate sectors; (2) expected to reach stabilization within 36 months of the origination or acquisition date; and (3) located in primary and select secondary markets in the U.S. that we believe have attractive economic conditions and commercial real estate fundamentals, such as growth in employment and household formation, medical infrastructure, universities and attractive cultural and lifestyle amenities; and • Well-capitalized sponsors with experience in particular real estate sectors and geographic markets.
As of December 31, 2024, 99.8% of our loan investments by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in approximately $0.7 billion of net floating rate exposure, subject to the impact of interest rate floors on all of our floating rate loans and less than 5.6% of our liabilities.
As of December 31, 2025, 99.8% of our loan investments by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in approximately $0.8 billion of net floating rate exposure, subject to the impact of interest rate floors on all of our floating rate loans and less than 10.0% of our liabilities.
As of December 31, 2024, our balance sheet loan portfolio had a weighted average all-in yield of 8.3% and a weighted average term to extended maturity (assuming all extension options are exercised by our borrowers) of 2.4 years. As of December 31, 2024, 99.7% of our loan commitments were floating rate, of which 100.0% were first mortgage loans.
As of December 31, 2025, our balance sheet loan portfolio had a weighted average all-in yield of 7.1% and a weighted average term to extended maturity (assuming all extension options are exercised by our borrowers) of 3.0 years. As of December 31, 2025, 99.7% of our loan commitments were floating rate, of which 100.0% were first mortgage loans.
To the extent that we satisfy this distribution requirement but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income.
To the extent that we satisfy this distribution requirement but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax at regular corporate rates on our undistributed taxable income.
Investment Portfolio Our interest-earning assets are comprised substantially of a portfolio of floating rate, first mortgage loans and contiguous mezzanine loans. As of December 31, 2024, our balance sheet loan portfolio consisted of 45 loans held for investment totaling $3.4 billion of commitments and an unpaid principal balance of $3.3 billion, with a weighted average credit spread of 3.7%.
Investment Portfolio Our interest-earning assets are comprised substantially of a portfolio of floating rate, first mortgage loans and contiguous mezzanine loans. As of December 31, 2025, our balance sheet loan portfolio consisted of 50 loans held for investment totaling $4.3 billion of commitments and an unpaid principal balance of $4.1 billion, with a weighted average credit spread of 3.2%.
We compete with a variety of institutional investors, including other REITs, debt funds, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, financial institutions, private credit funds, private equity and hedge funds, governmental bodies and other entities and may compete with other TPG Funds (such as the TRECO Funds).
We compete with a variety of institutional investors, including other REITs, debt funds, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, financial institutions, private credit funds, private equity and hedge funds, governmental bodies and other entities and may compete with other TPG Funds (such as the TRECO Funds), subject to duties to offer, other contractual obligations and other internal rules.
As of December 31, 2024, our allowance for credit losses for loans held for investment was $64.0 million, or 187 basis points of total loan commitments, including an allowance for credit losses on unfunded loan commitments, compared to $69.8 million, or 190 basis points of total loan commitments, as of December 31, 2023, a decrease of $5.8 million from the prior year. 7 Table of Contents The following table details our total loan commitments and unpaid principal balance across the top 25 Metropolitan Statistical Areas (“MSA”), as of December 31, 2024 (dollars in thousands).
As of December 31, 2025, our allowance for credit losses for loans held for investment was $77.4 million, or 180 basis points of total loan commitments, including an allowance for credit losses on unfunded loan commitments, compared to $64.0 million, or 187 basis points of total loan commitments, as of December 31, 2024, an increase of $13.5 million from the prior year. 7 Table of Contents The following table details our total loan commitments and unpaid principal balance across the top 25 Metropolitan Statistical Areas (“MSA”), as of December 31, 2025 (dollars in thousands).
We did not have any non-consolidated senior interests as of December 31, 2024. See Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Investment Portfolio Financing–Non-Consolidated Senior Interests” in this Form 10-K for additional information. (2) Unpaid principal balance includes PIK interest of $0.4 million related to one loan as of December 31, 2024.
See Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Investment Portfolio Financing–Non-Consolidated Senior Interests” in this Form 10-K for additional information. (2) Unpaid principal balance includes PIK interest of $1.0 million related to one loan as of December 31, 2025.
As of December 31, 2024, 77.0% of our loan investment portfolio financing arrangements contained no mark-to-market provisions.
As of December 31, 2025, 82.0% of our loan investment portfolio financing arrangements contained no mark-to-market provisions.
In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party, we retain on our balance sheet a mezzanine loan. Total loan exposure encompasses the entire loan portfolio we originated, acquired and financed.
In either case, the senior mortgage loan (i.e., the non-consolidated senior interest) is not included on our balance sheet. When we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third party, we retain on our balance sheet a mezzanine loan.
In two instances, a first mortgage loan and contiguous mezzanine loan are both owned by us. As of December 31, 2024, our balance sheet loan portfolio had a weighted average LTV of 66.1% and, subject to the satisfaction of certain borrower milestones, $127.9 million of unfunded loan commitments.
In two instances, a first mortgage loan and contiguous mezzanine loan are both owned by us. As of December 31, 2025, our balance sheet loan portfolio had a weighted average LTV of 65.7% and, subject to the satisfaction of certain borrower milestones, $173.6 million of unfunded loan commitments.
As of December 31, 2024, we owned four office properties and four multifamily properties with an aggregate carrying value of $275.8 million. 5 Table of Contents Loan Portfolio The following table details overall statistics for our loans held for investment portfolio as of December 31, 2024 (dollars in thousands): Balance sheet portfolio Total loan exposure (1) Number of loans 45 45 Floating rate loans 99.7 % 99.7 % Total loan commitment (1) $ 3,412,016 $ 3,412,016 Unpaid principal balance (2) $ 3,284,510 $ 3,284,510 Unfunded loan commitments (3) $ 127,866 $ 127,866 Amortized cost $ 3,278,588 $ 3,278,588 Weighted average credit spread (4) 3.7 % 3.7 % Weighted average all-in yield (4) 8.3 % 8.3 % Weighted average term to extended maturity (in years) (5) 2.4 2.4 Weighted average LTV (6) 66.1 % 66.1 % _________________________________ (1) In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party.
As of December 31, 2025, we owned two office properties and four multifamily properties with an aggregate carrying value of $237.7 million. 5 Table of Contents Loan Portfolio The following table details overall statistics for our loans held for investment portfolio as of December 31, 2025 (dollars in thousands): Balance sheet portfolio Total loan exposure (1) Number of loans 50 50 Floating rate loans 99.7 % 99.7 % Total loan commitment (1) $ 4,290,603 $ 4,290,603 Unpaid principal balance (2) $ 4,118,050 $ 4,118,050 Unfunded loan commitments (3) $ 173,595 $ 173,595 Amortized cost $ 4,103,022 $ 4,103,022 Weighted average credit spread (4) 3.2 % 3.2 % Weighted average all-in yield (4) 7.1 % 7.1 % Weighted average term to extended maturity (in years) (5) 3.0 3.0 Weighted average LTV (6) 65.7 % 65.7 % _________________________________ (1) In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party.
As of December 31, 2024, based on the unpaid principal balance of our total loan exposure, 22.1% of our loans were subject to yield maintenance or other prepayment restrictions and 77.9% were open to repayment by the borrower without penalty.
As of December 31, 2025, based on the unpaid principal balance of our total loan exposure, 56.3% of our loans were subject to yield maintenance or other prepayment restrictions and 43.7% were open to repayment by the borrower without penalty.
Real Estate Owned As of December 31, 2024, we owned four office properties and four multifamily properties with an aggregate carrying value of $275.8 million.
Real Estate Owned As of December 31, 2025, we owned two office properties and four multifamily properties with an aggregate carrying value of $237.7 million.
The weighted average interest rate floor on the mortgage loan investment portfolio was 1.84% and the weighted average interest rate floor on the liabilities was 0.10% as of December 31, 2024.
The weighted average interest rate floor on the mortgage loan investment portfolio was 2.66% and the weighted average interest rate floor on the liabilities was 0.08% as of December 31, 2025.
For additional information concerning these competitive risks, see Item 1A – “Risk Factors—Risks Related to Our Lending and Investment Activities—We operate in a competitive market for the origination and acquisition of attractive investment opportunities and competition may limit our ability to originate or acquire attractive investments in our target assets, which could have a material adverse effect on us.” Environmental, Social, and Governance Because we are externally managed by our Manager, an affiliate of TPG, many of the Environmental, Social, and Governance (“ESG”) initiatives undertaken by them impact or apply to us.
For additional information concerning these competitive risks, see Item 1A – “Risk Factors—Risks Related to Our Lending and Investment Activities—We operate in a competitive market for the origination and acquisition of attractive investment opportunities and competition may limit our ability to originate or acquire attractive investments in our target assets, which could have a material adverse effect on us.” 11 Table of Contents Employees We do not have any employees, nor do we expect to have employees in the future.
As of December 31, 2024, we held no Construction loans. 6 Table of Contents The following charts present, by total loan commitment, the property types securing our balance sheet loans held for investment portfolio and their geographic distribution within the U.S., as of December 31, 2024: The following charts present, by total loan commitment, our loans held for investment portfolio by year of origination and loan category, as of December 31, 2024: As of December 31, 2024, we had no loans on non-accrual status.
As of December 31, 2025, we held no Construction loans. 6 Table of Contents The following charts present, by total loan commitment, the property types securing our balance sheet loans held for investment portfolio and their geographic distribution within the U.S., as of December 31, 2025: Of our loans held for investment portfolio, 71.8% or $3.1 billion, of total loan commitments were originated after January 1, 2022.
Investment Company Act Exclusion or Exemption We conduct, and intend to continue to conduct, our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act.
See Item 1A – “Risk Factors – Risks Related to our REIT Status and Certain Other Tax Items” for additional tax status information. 12 Table of Contents Investment Company Act Exclusion or Exemption We conduct, and intend to continue to conduct, our operations so that neither we nor any of our subsidiaries are required to register as an investment company under the Investment Company Act.
Furthermore, we have multiple taxable REIT subsidiaries (“TRSs”), which when active, pay U.S. federal, state, and local income tax on their net taxable income. See Item 1A – “Risk Factors – Risks Related to our REIT Status and Certain Other Tax Items” for additional tax status information.
Furthermore, we have multiple taxable REIT subsidiaries (“TRSs”), which when active, pay U.S. federal, state, and local income tax on their net taxable income.
The following table details the principal balance amounts outstanding for our loan portfolio financing arrangements as of December 31, 2024 (dollars in thousands): Total indebtedness Non-mark-to-market Mark-to-market Collateralized loan obligations $ 1,682,288 $ 1,682,288 $ — Secured credit agreements 585,042 — 585,042 Secured revolving credit facility 86,625 86,625 — Asset-specific financing 186,500 186,500 — Total indebtedness (1) $ 2,540,455 $ 1,955,413 $ 585,042 Percent of total indebtedness 77.0 % 23.0 % _________________________________ (1) Excludes deferred financing costs of $2.3 million as of December 31, 2024.
The following table details the principal balance amounts outstanding for our loan portfolio financing arrangements as of December 31, 2025 (dollars in thousands): Total indebtedness Non-mark-to-market Mark-to-market Collateralized loan obligations $ 2,595,316 $ 2,595,316 $ — Secured credit agreements 591,245 — 591,245 Secured revolving credit facility 31,466 31,466 — Asset-specific financing 60,235 60,235 — Total indebtedness (1) $ 3,278,262 $ 2,687,017 $ 591,245 Percent of total indebtedness 82.0 % 18.0 % _________________________________ (1) Excludes deferred financing costs and issuance discount of $20.1 million as of December 31, 2025.
TPG Real Estate’s teams work across TPG offices in New York, San Francisco and London, and representative offices in Atlanta and Chicago, and have 19 and 45 employees, respectively, between TPG’s real estate debt investment platform and TPG’s real estate equity platform. Our chief executive officer, president and chief financial officer are senior TPG Real Estate professionals.
TPG's Real Estate platform includes teams that work across TPG offices in New York, San Francisco and London, and representative offices in Atlanta and Chicago, and consisted of a total of 134 investment professionals as of December 31, 2025. Our chief executive officer, president and interim chief financial officer are senior professionals within TPG's Real Estate platform.
Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG’s real estate equity group and TPG’s executive committee. TPG Real Estate, TPG’s real estate platform, includes TPG’s real estate equity and debt investment vehicles, (including us, TPG's public real estate debt investment platform).
Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG’s Real Estate platform and TPG’s executive committee. TPG’s Real Estate platform includes the following: (1) TPG Real Estate Partners, (2) TPG Real Estate Thematic Advantage Core-Plus, (3) TPG AG U.S.
Louis 20 1 65,600 63,546 San Diego 17 1 51,000 46,425 Denver 19 1 31,000 30,309 Other 20 1,402,868 1,343,456 Total 45 $ 3,412,016 $ 3,284,510 _________________________________ (1) Based on rankings of MSAs according to the United States Census Bureau.
Louis 20 1 65,600 64,838 Baltimore 22 1 48,260 48,260 San Diego 17 1 46,425 46,425 Denver 19 1 31,000 30,317 Other 24 1,882,424 1,805,305 Total 50 $ 4,290,603 $ 4,118,050 _________________________________ (1) Based on rankings of MSAs according to the United States Census Bureau.
Throughout 2024, TPG Real Estate held additional closings of TPG Real Estate Credit Opportunities, and in the fourth quarter of 2024 closed an additional associated fund-of-one (collectively, the foregoing referenced vehicles, the "TRECO Funds"). The TRECO Funds are private credit vehicles, with investment mandates focused on opportunistic real estate credit investing.
We and the TRECO Funds are TPG's real estate credit investment vehicles. The TRECO Funds are private credit vehicles, with investment mandates focused on opportunistic real estate credit investing. As of December 31, 2025, the TRECO Funds had aggregate commitments of $2.1 billion.
MSA (1) MSA rank (1) Number of loans Loan commitment Unpaid principal balance New York City 1 4 $ 555,623 $ 555,624 San Francisco 11 2 317,573 308,130 Phoenix 12 3 173,600 166,099 Los Angeles 2 2 172,732 168,284 Dallas 4 3 170,160 144,145 Miami 8 3 169,375 161,372 San Antonio 24 3 120,460 117,448 Baltimore 21 1 113,025 113,025 Tampa 18 1 69,000 66,647 St.
MSA (1) MSA rank (1) Number of loans Loan commitment Unpaid principal balance New York City 1 3 $ 618,124 $ 601,394 Los Angeles 2 3 345,732 331,609 San Francisco 11 2 287,053 287,053 Phoenix 12 4 270,600 243,594 Dallas 4 3 228,310 212,625 Atlanta 9 2 157,500 149,150 San Antonio 24 2 123,000 114,348 Miami 8 2 116,575 113,574 Minneapolis 16 1 70,000 69,558 St.
Removed
We risk damage to our reputation if we, affiliates of our Manager, or TPG fail to act responsibly in areas such as diversity and inclusion, environmental stewardship, support for local communities, corporate governance and transparency, and incorporating ESG factors in our investment processes.
Added
Total loan exposure encompasses the entire loan portfolio we originated, acquired and financed. We did not have any non-consolidated senior interests as of December 31, 2025. As of December 31, 2025, total loan exposure includes one fixed rate contiguous mezzanine loan.
Removed
We strive to maintain an environment that fosters integrity, professionalism, and candor when conducting our day-to-day operations, during our investment decision making process, and while implementing and maintaining our ESG initiatives. 11 Table of Contents Employees We do not have any employees, nor do we expect to have employees in the future.
Added
The following charts present, by total loan commitment, our loans held for investment portfolio by year of origination and loan category, as of December 31, 2025: As of December 31, 2025, one loan secured by a multifamily property was on non-accrual status.
Added
Furthermore, changes in the financial regulatory regime could decrease the restrictions on banks and other financial institutions and allow them to compete with us for investment opportunities that were previously not available to, or otherwise pursued by, them.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

166 edited+59 added−99 removed595 unchanged
Biggest changeUnder current Maryland law, our present and former directors and officers will not have any liability to us or our stockholders for money damages except for liability resulting from: • actual receipt of an improper personal benefit or profit in money, property or services; or • active and deliberate dishonesty by the director or executive officer that is established by a final judgment and is material to the cause of action adjudicated. 58 Table of Contents Our charter and bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to: • any individual who is a present or former director or executive officer of our company and who is made, or threatened to be made, a party to, or witness in, the proceeding by reason of his or her service in that capacity; or • any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, trustee, member, manager or partner of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to, or witness in, the proceeding by reason of his or her service in that capacity.
Biggest changeOur charter and bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to: • any individual who is a present or former director or executive officer of our company and who is made, or threatened to be made, a party to, or witness in, the proceeding by reason of his or her service in that capacity; or • any individual who, while a director or officer of our company and at our request, serves or has served as a director, officer, trustee, member, manager or partner of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to, or witness in, the proceeding by reason of his or her service in that capacity.
We depend on our Manager to develop appropriate systems and procedures to control operational risk. We depend on our Manager and its affiliates to develop the appropriate systems and procedures to control operational risk.
We depend on our Manager and its affiliates to develop the appropriate systems and procedures to control operational risk.
We rely heavily on our Manager’s financial, accounting and other data processing systems. The ability of our systems to accommodate transactions could also constrain our ability to properly manage our portfolio. Generally, our Manager will not be liable for losses incurred due to the occurrence of any such errors.
We rely heavily on our Manager’s financial, accounting and other data processing systems. The ability of Manager's systems to accommodate transactions could also constrain our ability to properly manage our portfolio. Generally, our Manager will not be liable for losses incurred due to the occurrence of any such errors.
To continue to qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of CRE debt securities.
To continue to qualify as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified real estate assets, including certain mortgage loans and certain kinds of CRE debt securities.
There are no assurances that the U.S. or global financial systems will remain stable. • Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions, and we cannot assure you that those ratings will not be downgraded. • The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications and/or restructurings. • We have in the past and may in the future acquire ownership of property securing our loans through foreclosure or deed-in-lieu of foreclosure.
There are no assurances that the U.S. or global financial systems will remain stable. • Any credit ratings assigned to our investments will be subject to ongoing evaluations and revisions, and we cannot assure you that those ratings will not be downgraded. • The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications, extensions and/or restructurings. • We have in the past and may in the future acquire ownership of property securing our loans through foreclosure or deed-in-lieu of foreclosure.
Some of the factors that could negatively affect the market price of our common stock include: • our actual or projected operating results, financial condition, cash flows and liquidity, or changes in investment strategy or prospects; • actual or perceived changes in the value of our investment portfolio; • actual or perceived conflicts of interest with TPG, including our Manager, and the personnel of TPG provided to our Manager, including our executive officers, and TPG Funds; • equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur; • loss of a major funding source or inability to obtain new favorable funding sources in the future; • increases in market interest rates, which may lead investors to demand a higher distribution yield for our common stock and would result in increased interest expense on our debt; • our financing strategy and leverage; • actual or anticipated accounting problems; • publication of research reports, including by short sellers, or speculation in the press or the investment community, about us or the commercial real estate industry; • adverse market reaction to additional indebtedness we incur or securities we may issue in the future; • additions to or departures of key personnel of TPG, including our Manager; • changes in market valuations or operating performance of companies comparable to us; • price and volume fluctuations in the overall stock market from time to time; • short-selling pressure with respect to shares of our common stock or REITs generally; • speculation in the press or investment community; • any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; • failure to maintain our REIT qualification or exclusion or exemption from Investment Company Act regulation or listing on the NYSE; • changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to REITs; • general market and economic conditions and trends, including inflationary concerns and the current state of the credit and capital markets; and • the other factors described in this Item 1A - “Risk Factors.” 55 Table of Contents As noted above, market factors unrelated to our performance could also negatively impact the market price of our common stock.
Some of the factors that could negatively affect the market price of our common stock include: • our actual or projected operating results, financial condition, cash flows and liquidity, or changes in investment strategy or prospects; • actual or perceived changes in the value of our investment portfolio; • actual or perceived conflicts of interest with TPG, including our Manager, and the personnel of TPG provided to our Manager, including our executive officers, and TPG Funds; • equity issuances by us, or share resales by our stockholders, or the perception that such issuances or resales may occur; • loss of a major funding source or inability to obtain new favorable funding sources in the future; • increases in market interest rates, which may lead investors to demand a higher distribution yield for our common stock and would result in increased interest expense on our debt; • our financing strategy and leverage; • actual or anticipated accounting problems; • publication of research reports, including by short sellers, or speculation in the press or the investment community, about us or the commercial real estate industry; • adverse market reaction to additional indebtedness we incur or securities we may issue in the future; • additions to or departures of key personnel of TPG, including our Manager; • changes in market valuations or operating performance of companies comparable to us; • price and volume fluctuations in the overall stock market from time to time; • short-selling pressure with respect to shares of our common stock or REITs generally; • speculation in the press or investment community; • any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts; • failure to maintain our REIT qualification or exclusion or exemption from Investment Company Act regulation or listing on the NYSE; • changes in law, regulatory policies or tax guidelines, or interpretations thereof, particularly with respect to REITs; • general market and economic conditions and trends, including inflationary concerns and the current state of the credit and capital markets; and • the other factors described in this Item 1A - “Risk Factors.” As noted above, market factors unrelated to our performance could also negatively impact the market price of our common stock.
Such joint venture investments may involve risks not otherwise present when we originate or acquire investments without partners, including the following: • we may not have exclusive control over the investment or the joint venture, which may prevent us from taking actions that are in our best interest; • joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability to sell the interest when we desire and/or on advantageous terms; • any future joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring the other partner to choose between buying the other partner’s interest or selling its interest to that partner; • we may not be in a position to exercise sole decision-making authority regarding the investment or joint venture, which could create the potential risk of creating impasses on decisions, such as with respect to acquisitions or dispositions; • a partner may, at any time, have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals; • a partner may be in a position to take action contrary to our instructions, requests, policies or objectives, including our policy with respect to maintaining our qualification as a REIT and our exclusion or exemption from registration under the Investment Company Act; • a partner may fail to fund its share of required capital contributions or may become bankrupt, which may mean that we and any other remaining partners generally would remain liable for the joint venture’s liabilities; 22 Table of Contents • our relationships with our partners are contractual in nature and may be terminated or dissolved under the terms of the applicable joint venture agreements and, in such event, we may not continue to own or operate the interests or investments underlying such relationship or may need to purchase such interests or investments at a premium to the market price to continue ownership; • disputes between us and a partner may result in litigation or arbitration that could increase our expenses and prevent our Manager and our officers and directors from focusing their time and efforts on our business and could result in subjecting the investments owned by the joint venture to additional risk; or • we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could adversely affect our ability to maintain our qualification as a REIT or our exclusion or exemption from registration under the Investment Company Act, even though we do not control the joint venture.
Such joint venture investments may involve risks not otherwise present when we originate or acquire investments without partners, including the following: • we may not have exclusive control over the investment or the joint venture, which may prevent us from taking actions that are in our best interest; • joint venture agreements often restrict the transfer of a partner’s interest or may otherwise restrict our ability to sell the interest when we desire and/or on advantageous terms; • any future joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring the other partner to choose between buying the other partner’s interest or selling its interest to that partner; • we may not be in a position to exercise sole decision-making authority regarding the investment or joint venture, which could create the potential risk of creating impasses on decisions, such as with respect to acquisitions or dispositions; • a partner may, at any time, have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals; • a partner may be in a position to take action contrary to our instructions, requests, policies or objectives, including our policy with respect to maintaining our qualification as a REIT and our exclusion or exemption from registration under the Investment Company Act; • a partner may fail to fund its share of required capital contributions or may become bankrupt, which may mean that we and any other remaining partners generally would remain liable for the joint venture’s liabilities; • our relationships with our partners are contractual in nature and may be terminated or dissolved under the terms of the applicable joint venture agreements and, in such event, we may not continue to own or operate the interests or investments underlying such relationship or may need to purchase such interests or investments at a premium to the market price to continue ownership; • disputes between us and a partner may result in litigation or arbitration that could increase our expenses and prevent our Manager and our officers and directors from focusing their time and efforts on our business and could result in subjecting the investments owned by the joint venture to additional risk; or • we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could adversely affect our ability to maintain our qualification as a REIT or our exclusion or exemption from registration under the Investment Company Act, even though we do not control the joint venture.
We compete with a variety of institutional investors, including other REITs, debt funds, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, financial institutions, private equity and hedge funds, governmental bodies and other entities and may compete with TPG Funds (such as the TRECO Funds), subject to duties to offer, other contractual obligations and other internal rules.
We compete with a variety of institutional investors, including other REITs, debt funds, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, investment banking firms, financial institutions, private credit funds, private equity and hedge funds, governmental bodies and other entities and may compete with TPG Funds (such as the TRECO Funds), subject to duties to offer, other contractual obligations and other internal rules.
In addition, certain of our loans and other investments may become less liquid after we originate or acquire them as a result of periods of delinquencies or defaults or turbulent market conditions, including due to current market conditions and exacerbated market volatility, which may make it more difficult for us to dispose of such loans and other investments at advantageous times or in a timely manner.
In addition, certain of our loans and other investments may become less liquid after we originate or acquire them as a result of periods of delinquencies or defaults or turbulent market conditions, including due to market conditions and exacerbated market volatility, which may make it more difficult for us to dispose of such loans and other investments at advantageous times or in a timely manner.
Consequently, changes in interest rates, particularly short-term interest rates, could materially and adversely affect us. Prepayment rates may adversely affect our financial performance and cash flows and the value of certain of our investments. Our business is currently focused on originating or acquiring primarily floating rate mortgage loans secured by commercial real estate assets.
Consequently, changes in interest rates, particularly short-term interest rates, could materially and adversely affect us. Prepayment and extension rates may adversely affect our financial performance and cash flows and the value of certain of our investments. Our business is currently focused on originating or acquiring primarily floating rate mortgage loans secured by commercial real estate assets.
Ownership and operation of real estate is subject to various risks, including: • tenant mix and tenant bankruptcies; • success of tenant businesses; • property management decisions, including with respect to capital improvements, particularly in older building structures; • renovations or repositionings during which operations may be limited or halted completely; • property location and condition, including, without limitation, any need to address environmental contamination or climate-related risks at a property; • competition from comparable types of properties; • changes in global, national, regional or local economic conditions or changes in specific industry segments; • changes in interest rates, and in the state of the credit, securitization, debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate; • global trade disruption, supply chain issues, significant introductions of trade barriers and bilateral trade frictions; • declines in regional or local real estate values or rental or occupancy rates; • responses of businesses, governments and individuals to pandemics or other severe public health events; • labor shortages and increases in the minimum wage and other forms of employee compensation and benefits; • higher rates of inflation; 25 Table of Contents • increases in the costs and/or reduced availability of property-related insurance coverage; • changes in real estate tax rates, tax credits and other operating expenses; • changes to tax laws and rates to which real estate lenders and investors are subject; and • government regulations.
Ownership and operation of real estate is subject to various risks, including: • tenant mix and tenant bankruptcies; • success of tenant businesses; • property management decisions, including with respect to capital improvements, particularly in older building structures; • renovations or repositionings during which operations may be limited or halted completely; • property location and condition, including, without limitation, any need to address environmental contamination or climate-related risks at a property; • competition from comparable types of properties; • changes in global, national, regional or local economic conditions or changes in specific industry segments; • changes in interest rates, and in the state of the credit, securitization, debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate; • global trade disruption, supply chain issues, significant introductions of trade barriers and bilateral trade frictions; • declines in regional or local real estate values or rental or occupancy rates; • responses of businesses, governments and individuals to pandemics or other severe public health events; • labor shortages and increases in the minimum wage and other forms of employee compensation and benefits; • higher rates of inflation; • increases in the costs and/or reduced availability of property-related insurance coverage; • changes in real estate tax rates, tax credits and other operating expenses; • changes to tax laws and rates to which real estate lenders and investors are subject; and • government regulations.
Further, such loan modifications and/or restructurings may entail, among other things, a substantial reduction in the interest rate and/or a substantial write-off of the principal of such loans. Moreover, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such loan, replacement “takeout” financing will not be available.
Further, such loan modifications, extensions and/or restructurings may entail, among other things, a substantial reduction in the interest rate and/or a substantial write-off of the principal of such loans. Moreover, even if a restructuring were successfully accomplished, a risk exists that, upon maturity of such loan, replacement “takeout” financing will not be available.
The personnel provided to us by our Manager or the personnel of our service providers could, without being known to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities. This could reduce the effectiveness of AI technologies and adversely impact us and our operations to the extent that we rely on the AI’s work product.
The personnel provided to us by our Manager or the personnel of our service providers could, without being known to us, improperly utilize or misappropriate AI and machine learning-technology while carrying out their responsibilities. This could reduce the effectiveness of AI technologies and adversely impact us and our operations to the extent that we rely on the AI’s work product.
There can be no assurance that any of the loan modifications and restructurings we have effected will be successful or that (i) we will be able to identify and implement successful modifications and/or restructurings with respect to any other distressed loans or investments we may have from time to time, or (ii) we will have sufficient resources to implement such modifications and/or restructurings in times of widespread market challenges.
There can be no assurance that any of the loan modifications, extensions and restructurings we have effected will be successful or that (i) we will be able to identify and implement successful modifications, extensions and/or restructurings with respect to any other distressed loans or investments we may have from time to time, or (ii) we will have sufficient resources to implement such modifications, extensions and/or restructurings in times of widespread market challenges.
In certain cases (e.g., in connection with a workout, restructuring and/or foreclosure proceedings involving one or more of our loans), the success of our investment strategy has depended, and will continue to depend, in part, on our ability to effectuate loan modifications and/or restructurings with our borrowers.
In certain cases (e.g., in connection with a workout, restructuring and/or foreclosure proceedings involving one or more of our loans), the success of our investment strategy has depended, and will continue to depend, in part, on our ability to effectuate loan modifications, extensions and/or restructurings with our borrowers.
In the event we own a mezzanine loan that does not meet the safe harbor, the IRS could challenge such loan’s treatment as a real estate asset for purposes of the REIT asset and income tests and, if such a challenge were sustained, we could fail to qualify as a REIT.
In the event we own a mezzanine loan that does not meet the safe harbor, the IRS could challenge such loan’s treatment as a real estate asset for purposes of the REIT asset and income tests and, if such a challenge were sustained, we could fail to continue to qualify as a REIT.
Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders, will bear the cost of issuing and servicing such securities.
Additionally, any convertible or exchangeable securities that we issue may have rights, preferences and privileges more favorable than those of our common stock and may result in dilution to owners of our common stock. We and, indirectly, our stockholders will bear the cost of issuing and servicing such securities.
Similarly, in a period of declining interest rates, our interest income on floating rate assets would decrease (subject to the existence of any interest rate floors), while any decrease in the interest we are charged on our floating rate debt may not compensate for such decrease in interest income, and the interest expense we incur on our fixed rate debt would not change.
In a period of declining interest rates, our interest income on floating rate assets would decrease (subject to the existence of any interest rate floors), while any decrease in the interest we are charged on our floating rate debt may not compensate for such decrease in interest income, and the interest expense we incur on our fixed rate debt would not change.
Therefore, in order to avoid the prohibited transactions tax, we may choose not to engage in certain sales of loans at the REIT level, and may limit the structures we utilize for our securitization transactions, even though the sales or structures might otherwise be beneficial to us.
Therefore, in order to avoid the prohibited transactions tax, we may choose not to engage in certain sales of loans or REO at the REIT level, and may limit the structures we utilize for our securitization transactions, even though the sales or structures might otherwise be beneficial to us.
Our determination of general and asset-specific allowance for loan losses may rely on material estimates regarding many factors, including the fair value of any loan collateral. The estimation of ultimate loan losses, allowance for loan losses, and credit loss expense is a complex and subjective process.
Our determination of general and asset-specific allowances for loan losses may rely on material estimates regarding many factors, including the fair value of any loan collateral. The estimation of ultimate loan losses, allowance for loan losses, and credit loss expense is a complex and subjective process.
When conducting due diligence, our Manager may be required to evaluate important and complex issues, including but not limited to those related to business, financial, tax, accounting, environmental, ESG, technology, cybersecurity, legal and regulatory and macroeconomic trends.
When conducting due diligence, our Manager may be required to evaluate important and complex issues, including but not limited to those related to business, financial, tax, accounting, environmental, technology, cybersecurity, legal and regulatory and macroeconomic trends.
In a period of rising interest rates, our interest expense on floating rate debt would increase, while any additional interest income we earn on floating rate assets may not compensate for such increase in interest expense and the interest income we earn on fixed rate assets would not change.
Similarly, in a period of rising interest rates, our interest expense on floating rate debt would increase, while any additional interest income we earn on floating rate assets may not compensate for such increase in interest expense and the interest income we earn on fixed rate assets would not change.
Moreover, even if the “protective” TRS elections were to be effective in the event of the failure of our subsidiary REIT to qualify as a REIT, such subsidiary REIT would be subject to U.S. federal income tax and applicable state and local taxes on its taxable income at regular corporate rates and we cannot assure you that we would not fail to satisfy the requirement that not more than 20% of the value of our total assets may be represented by the securities of one or more TRSs.
Moreover, even if the “protective” TRS elections were to be effective in the event of the failure of our subsidiary REIT to qualify as a REIT, such subsidiary REIT would be subject to U.S. federal income tax and applicable state and local taxes on its taxable income at regular corporate rates and we cannot assure you that we would not fail to satisfy the requirement that not more than 25% of the value of our total assets may be represented by the securities of one or more TRSs.
Our access to additional sources of financing will depend upon a number of factors, over which we have little or no control, including: • the overall condition of the financial markets and global and domestic economies; • the market’s view of the quality of our investments; • the market’s perception of our growth potential; • the ratings assigned by one or more nationally-recognized statistical credit rating organizations to our company, or to a specific issue of indebtedness issued by us or our subsidiaries; • our current and potential future earnings and cash distributions; • our financial condition, operating results and future prospects; • any credit ratings we or our corporate debt may receive from major credit rating agencies; • the prevailing interest rates being paid by other companies that investors could consider comparable to us; and • the market price of our common stock.
Our access to additional sources of financing will depend upon a number of factors, over which we have little or no control, including: • the overall condition of the financial markets and global and domestic economies; • the market’s view of the quality of our investments; 30 Table of Contents • the market’s perception of our growth potential; • the ratings assigned by one or more nationally-recognized statistical credit rating organizations to our company, or to a specific issue of indebtedness issued by us or our subsidiaries; • our current and potential future earnings and cash distributions; • our financial condition, operating results and future prospects; • any credit ratings we or our corporate debt may receive from major credit rating agencies; • the prevailing interest rates being paid by other companies that investors could consider comparable to us; and • the market price of our common stock.
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 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.
Our investments may be highly speculative and aggressive, and therefore an investment in our common stock may not be suitable for someone with lower risk tolerance. 59 Table of Contents General Risk Factors A global economic slowdown, a recession or declines in real estate values could impair our investments and have a significant adverse effect on our business, financial condition and results of operations.
Our investments may be highly speculative and aggressive, and therefore an investment in our common stock may not be suitable for someone with lower risk tolerance. 60 Table of Contents General Risk Factors A global economic slowdown, a recession or declines in real estate values could impair our investments and have a significant adverse effect on our business, financial condition and results of operations.
If we are unable to maintain these functions in an effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. 60 Table of Contents If we fail to maintain an effective system of internal control, we may be unable to accurately determine our financial results or prevent fraud.
If we are unable to maintain these functions in an effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. 61 Table of Contents If we fail to maintain an effective system of internal control, we may be unable to accurately determine our financial results or prevent fraud.
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 an unfavorable price.
In addition, to the extent regulatory capital requirements imposed on our lenders are increased, our lenders may be required to limit, or increase the cost of, financing they provide to us. In general, this could potentially increase our financing costs and reduce our liquidity or require us to sell assets at an inopportune time or an unfavorable price.
As of December 31, 2024, we were a party to secured credit agreements with each of Goldman Sachs Bank USA, Wells Fargo Bank, National Association, Barclays Bank PLC, and Bank of America N.A., with an aggregate maximum amount of approximately $1.7 billion available to finance our loan investments.
As of December 31, 2025, we were a party to secured credit agreements with each of Goldman Sachs Bank USA, Wells Fargo Bank, National Association, Barclays Bank PLC, and Bank of America N.A., with an aggregate maximum amount of approximately $1.7 billion available to finance our loan investments.
As a result, our board of directors may establish a class or series of common stock or preferred stock that could delay, defer or prevent a transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders. 57 Table of Contents Ownership limitations may delay, defer or prevent a transaction or a change in our control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
As a result, our board of directors may establish a class or series of common stock or preferred stock that could delay, defer or prevent a transaction or a change in control that might involve a premium price for shares of our common stock or otherwise be in the best interest of our stockholders. 58 Table of Contents Ownership limitations may delay, defer or prevent a transaction or a change in our control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
The TRS rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Any of these taxes would reduce our cash flow, which could materially and adversely affect us. 51 Table of Contents Complying with REIT requirements may cause us to forego otherwise attractive investment opportunities.
The TRS rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Any of these taxes would reduce our cash flow, which could materially and adversely affect us. Complying with REIT requirements may cause us to forego otherwise attractive investment opportunities.
Furthermore, when TPG investment vehicles have interests or requirements that do not align with our interests, including differing liquidity needs or desired investment horizons, conflicts may arise in the manner in which any voting or control rights are exercised with respect to the relevant investment, potentially resulting in an adverse impact on us. • Assignment and Sharing or Limitation of Rights.
Furthermore, when TPG investment vehicles have interests or requirements that do not align with our interests, including differing liquidity needs or desired investment horizons, conflicts may arise in the manner in which any voting or control rights are exercised with respect to the relevant investment, potentially resulting in an adverse impact on us. 38 Table of Contents • Assignment and Sharing or Limitation of Rights.
Such transactions will be conducted in accordance with, and subject to, the terms and conditions of our Management Agreement (including the requirement that sales to, or acquisitions of investments or receipt of financing from, TPG, any TPG Fund or any of their affiliates be approved in advance by a majority of our independent directors) and our code of business conduct and ethics and applicable laws and regulations. • Loan Refinancings.
Such transactions will be conducted in accordance with, and subject to, the terms and conditions of our Management Agreement (including the requirement that sales to, or acquisitions of investments or receipt of financing from, TPG, any TPG Fund or any of their affiliates be approved in advance by a majority of our independent directors) and our code of business conduct and ethics and applicable laws and regulations. 40 Table of Contents • Loan Refinancings.
See “—Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predict.” 48 Table of Contents Finally, most of the personnel of TPG provided to our Manager are located in TPG’s New York City and Fort Worth offices, and we depend on continued access to these offices for the continued operation of our business.
See “—Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predict.” Finally, most of the personnel of TPG provided to our Manager are located in TPG’s New York City and Fort Worth offices, and we depend on continued access to these offices for the continued operation of our business.
Such investments may not represent an optimum use of capital when compared to the available investments we and our subsidiaries target pursuant to our investment strategy. These investments may present additional risks to us, and these risks may be compounded by our inexperience with such investments.
Such investments may not represent an optimal use of capital when compared to the available investments we and our subsidiaries target pursuant to our investment strategy. These investments may present additional risks to us, and these risks may be compounded by our inexperience with such investments.
We may provide financing (1) as part of the bid or acquisition by a third party to acquire interests in (or otherwise make an investment in the underlying assets of) a portfolio entity or borrower owned by one or more TPG Funds or their affiliates of assets and/or (2) with respect to one or more portfolio entities or borrowers in connection with a proposed acquisition or investment by one 39 Table of Contents or more TPG Funds or their affiliates relating to such portfolio entities and/or their underlying assets.
We may provide financing (1) as part of the bid or acquisition by a third party to acquire interests in (or otherwise make an investment in the underlying assets of) a portfolio entity or borrower owned by one or more TPG Funds or their affiliates of assets and/or (2) with respect to one or more portfolio entities or borrowers in connection with a proposed acquisition or investment by one or more TPG Funds or their affiliates relating to such portfolio entities and/or their underlying assets.
As described below, the process of foreclosing on a property is time-consuming, and we may incur significant expense if we foreclose on a property securing a loan under these or other circumstances. Risks of cost overruns and non-completion of the construction or renovation of the properties underlying loans we originate or acquire could materially and adversely affect us.
As described below, the process of foreclosing on a property is time-consuming, and we may incur significant expense if we foreclose on a property securing a loan under these or other circumstances. 23 Table of Contents Risks of cost overruns and non-completion of the construction or renovation of the properties underlying loans we originate or acquire could materially and adversely affect us.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our total securities can be represented by securities of one or more TRSs.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of the securities of any one issuer, and no more than 25% of the value of our total securities can be represented by securities of one or more TRSs.
For example, we may be required to accrue income from mortgage loans, CRE debt securities and other types of debt investments or interests in 50 Table of Contents debt investments before we receive any payments of interest or principal on such assets. We may also acquire distressed debt investments that are subsequently modified by agreement with the borrower.
For example, we may be required to accrue income from mortgage loans, CRE debt securities and other types of debt investments or interests in debt investments before we receive any payments of interest or principal on such assets. We may also acquire distressed debt investments that are subsequently modified by agreement with the borrower.
As a result, our operating results may suffer because any losses on these derivative instruments may not be offset by a change in the fair value of the related hedged transaction or item. 33 Table of Contents Our investments may be subject to fluctuations in interest rates that may not be adequately protected, or protected at all, by our hedging strategies.
As a result, our operating results may suffer because any losses on these derivative instruments may not be offset by a change in the fair value of the related hedged transaction or item. Our investments may be subject to fluctuations in interest rates that may not be adequately protected, or protected at all, by our hedging strategies.
We monitor our holdings to ensure ongoing 43 Table of Contents compliance with this test, but there can be no assurance that we will be able to maintain an exclusion or exemption from registration under the Investment Company Act. The 40% test limits the types of businesses in which we may engage through our subsidiaries.
We monitor our holdings to ensure ongoing compliance with this test, but there can be no assurance that we will be able to maintain an exclusion or exemption from registration under the Investment Company Act. The 40% test limits the types of businesses in which we may engage through our subsidiaries.
Cash flow with respect to interest receipts that is swept by our lenders is considered as taxable income to us, and our distribution requirements as a REIT are not lessened. Risks Related to Our Relationship with Our Manager and its Affiliates We depend on our Manager and the personnel of TPG provided to our Manager for our success.
Cash flow with respect to interest receipts that is swept by our lenders is considered as taxable income to us, and our distribution requirements as a REIT are not lessened. 35 Table of Contents Risks Related to Our Relationship with Our Manager and its Affiliates We depend on our Manager and the personnel of TPG provided to our Manager for our success.
Conversely, if an investment professional at our Manager or its affiliates does not personally hold an investment in us but holds investments in TPG Funds (such as the TRECO Funds), such investment professional’s conflicts of interest with respect to us may be more acute. • Underwriting, Advisory and Other Relationships.
Conversely, if an investment professional at our Manager or its affiliates does not personally hold an investment in us but holds investments in TPG Funds (such as the TRECO Funds), such investment professional’s conflicts of interest with respect to us may be more acute. 39 Table of Contents • Underwriting, Advisory and Other Relationships.
It is possible, however, that the IRS could assert that we did not own the assets during the term of the repurchase transaction, in which case we could fail to continue to qualify as a REIT. 53 Table of Contents Liquidation of assets may jeopardize our REIT qualification or create additional tax liability for us.
It is possible, however, that the IRS could assert that we did not own the assets during the term of the repurchase transaction, in which case we could fail to continue to qualify as a REIT. Liquidation of assets may jeopardize our REIT qualification or create additional tax liability for us.
The current macroeconomic environment is characterized by inflation, supply chain challenges, labor shortages or interruptions, elevated interest rates, foreign currency exchange volatility, volatility in global capital markets and recession risk.
The current macroeconomic environment is characterized by inflation, supply chain challenges, labor shortages, elevated interest rates, foreign currency exchange volatility, volatility in global capital markets and recession risk.
The non-performance of such obligations may cause losses to us in excess of the capital we initially may have invested or committed under such obligations and there is no assurance that we will have sufficient capital to cover any such losses. 35 Table of Contents We are subject to counterparty risk associated with our debt obligations.
The non-performance of such obligations may cause losses to us in excess of the capital we initially may have invested or committed under such obligations and there is no assurance that we will have sufficient capital to cover any such losses. We are subject to counterparty risk associated with our debt obligations.
As a result, we could experience poor performance or losses for which our Manager would not be liable. We do not own the TPG name, but we may use it as part of our corporate name pursuant to a trademark license agreement with an affiliate of TPG.
As a result, we could experience poor performance or losses for which our Manager would not be liable. 41 Table of Contents We do not own the TPG name, but we may use it as part of our corporate name pursuant to a trademark license agreement with an affiliate of TPG.
In addition, in order to continue to meet the REIT qualification requirements, prevent the recognition of certain types of non-cash income or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we may hold a significant amount of our investments through TRSs or other subsidiary corporations that will be subject to corporate-level income tax at regular rates.
In addition, in order to continue to meet the REIT qualification requirements, prevent the recognition of certain types of non-cash income or to avert the imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we may hold a significant amount of our investments through TRSs, which will be subject to corporate-level income tax at regular rates.
We cannot make assurances that we will be able to enter into hedging transactions or that such hedging transactions will adequately protect us against the foregoing risks. Our use of leverage may create a mismatch with the duration and index of the investments that we are financing.
We cannot make assurances that we will be able to enter into hedging transactions or that such hedging transactions will adequately protect us against the foregoing risks. 33 Table of Contents Our use of leverage may create a mismatch with the duration and index of the investments that we are financing.
Treasury Regulations, the modified debt may be considered to have been reissued to us at a gain in a debt-for-debt exchange with the borrower, with gain recognized by us to the extent that the principal amount of the modified debt exceeds our cost of purchasing it prior to modification.
Treasury Regulations, the modified debt may be considered to have been reissued to us at a gain in a debt-for-debt exchange with the borrower, with gain recognized by us to the extent that the issue price (generally, the principal amount) of the modified debt exceeds our cost of purchasing it prior to modification.
In that event, we may be required to recognize taxable gain to the extent the principal amount of the modified debt exceeds our adjusted tax basis in the unmodified debt, even if the value of the debt or the payment expectations have not changed.
In that event, we may be required to recognize taxable gain to the extent the issue price (generally, the principal amount) of the modified debt exceeds our adjusted tax basis in the unmodified debt, even if the value of the debt or the payment expectations have not changed.
In this event, we would fail to qualify as a REIT unless we or such subsidiary REIT could avail ourselves or itself of certain relief provisions. Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code.
In this event, we would fail to qualify as a REIT unless we or such subsidiary REIT could avail ourselves or itself of certain relief provisions. 54 Table of Contents Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code.
Any of the above may subject us to liabilities in excess of those contemplated and adversely affect the value of our future joint venture investments. We are subject to additional risks associated with investments in the form of loan participation interests.
Any of the above may subject us to liabilities in excess of those contemplated and adversely affect the value of our future joint venture investments. 22 Table of Contents We are subject to additional risks associated with investments in the form of loan participation interests.
There can be no assurance that the IRS would not challenge our estimate of the loan value of the real property. The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to continue to qualify as a REIT.
There can be no assurance that the IRS would not challenge our estimate of the loan value of the real property. 53 Table of Contents The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to continue to qualify as a REIT.
There can be no assurance that our leverage strategy will be successful, and our leverage strategy may cause us to incur significant losses, which could materially and adversely affect us. 30 Table of Contents There can be no assurance that we will be able to obtain or utilize additional financing arrangements in the future on similar or more favorable terms, or at all.
There can be no assurance that our leverage strategy will be successful, and our leverage strategy may cause us to incur significant losses, which could materially and adversely affect us. There can be no assurance that we will be able to obtain or utilize additional financing arrangements in the future on similar or more favorable terms, or at all.
We may not find a suitable replacement for this service provider if our agreement with them is terminated, or if key personnel of this service provider cease to be employed or otherwise become unavailable to us. 14 Table of Contents • Rapid changes in the market value or income potential of our assets may make it more difficult for us to maintain our qualification as a REIT or our exclusion or exemption from regulation under the Investment Company Act. • Actions of the U.S. government and other governmental and regulatory bodies designed to stabilize or reform the financial markets may not achieve the intended effect. • Operational risks, including the risks of cyberattacks, may disrupt our businesses, result in losses or limit our growth.
We may not find a suitable replacement for this service provider if our agreement with them is terminated, or if key personnel of this service provider cease to be employed or otherwise become unavailable to us. • Rapid changes in the market value or income potential of our assets may make it more difficult for us to maintain our qualification as a REIT or our exclusion or exemption from regulation under the Investment Company Act. • Actions of the U.S. government and other governmental and regulatory bodies designed to stabilize or reform the financial markets may not achieve the intended effect. • Operational risks, including the risks of cyberattacks affecting us, our Manager, TPG or third parties, may disrupt our businesses, result in losses or limit our growth.
Although our Manager has informed us that Robert Foley will continue to serve as our chief financial officer and that he will spend a substantial portion of his time on our affairs, key personnel provided to us by our Manager have in the past and may in the future become unavailable to us as a result of their departure from TPG or for any other reason.
Although our Manager has informed us that Brandon Fox will continue to serve as our interim chief financial officer and that he will spend a substantial portion of his time on our affairs, key personnel provided to us by our Manager have in the past and may in the future become unavailable to us as a result of their departure from TPG or for any other reason.
Stockholders are urged to consult with their tax advisors with respect to potential changes to the tax laws and any other regulatory or administrative developments and proposals and their potential effect on an investment in our common stock. Risks Related to Our Common Stock The market price for our common stock may fluctuate significantly.
Stockholders are urged to consult with their tax advisors with respect to potential changes to the tax laws and any other regulatory or administrative developments and proposals and their potential effect on an investment in our common stock. 55 Table of Contents Risks Related to Our Common Stock The market price for our common stock may fluctuate significantly.
To the extent any TPG Funds, including a TRECO Fund, otherwise have investment objectives or guidelines that overlap with ours, in whole or in part, then, pursuant to TPG’s allocation policy, investment opportunities that fall within such common objectives or guidelines will generally be allocated among our company and one or more of such TPG Funds, including a TRECO Fund, on a basis that our Manager and applicable TPG affiliates determine to be fair and reasonable in their sole discretion, subject to the following considerations: • our and the relevant TPG Funds’ investment focuses and objectives; • the TPG professionals who sourced the investment opportunity; • the TPG professionals who are expected to oversee and monitor the investment; 38 Table of Contents • the expected amount of capital required to make the investment, as well as our and the relevant TPG Funds’ current and projected capacity for investing (including for any potential follow-on investments); • our and the relevant TPG Funds’ targeted rates of return and investment holding periods; • the stage of development of the prospective portfolio company or borrower; • our and the relevant TPG Funds’ respective existing portfolio of investments; • the investment opportunity’s risk profile; • our and the relevant TPG Funds’ respective expected life cycles; • any investment targets or restrictions (e.g., industry, size, etc.) that apply to us and the relevant TPG Funds; • our ability and the ability of the relevant TPG Funds to accommodate structural, timing and other aspects of the investment process; and • legal, tax, contractual, regulatory or other considerations that our Manager and applicable TPG affiliates deem relevant.
TPG and our Manager may also give advice to TPG Funds, including the TRECO Funds, that may differ from advice given to us even though such TPG Funds’ investment objectives may be the same or similar to ours. 37 Table of Contents To the extent any TPG Funds, including a TRECO Fund, otherwise have investment objectives or guidelines that overlap with ours, in whole or in part, then, pursuant to TPG’s allocation policy, investment opportunities that fall within such common objectives or guidelines will generally be allocated among our company and one or more of such TPG Funds, including a TRECO Fund, on a basis that our Manager and applicable TPG affiliates determine to be fair and reasonable in their sole discretion, subject to the following considerations: • our and the relevant TPG Funds’ investment focuses and objectives; • the TPG professionals who sourced the investment opportunity; • the TPG professionals who are expected to oversee and monitor the investment; • the expected amount of capital required to make the investment, as well as our and the relevant TPG Funds’ current and projected capacity for investing (including for any potential follow-on investments); • our and the relevant TPG Funds’ targeted rates of return and investment holding periods; • the stage of development of the prospective portfolio company or borrower; • our and the relevant TPG Funds’ respective existing portfolio of investments; • the investment opportunity’s risk profile; • our and the relevant TPG Funds’ respective expected life cycles; • any investment targets or restrictions (e.g., industry, size, etc.) that apply to us and the relevant TPG Funds; • our ability and the ability of the relevant TPG Funds to accommodate structural, timing and other aspects of the investment process; and • legal, tax, contractual, regulatory or other considerations that our Manager and applicable TPG affiliates deem relevant.
This may prejudice our ability to dispose of such securities at an opportune time. 40 Table of Contents TPG has long-term relationships with a significant number of corporations and their senior management.
This may prejudice our ability to dispose of such securities at an opportune time. TPG has long-term relationships with a significant number of corporations and their senior management.
Some of our investments may be rated by rating agencies. Any credit ratings on our investments are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any such ratings will not be downgraded or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant.
Any credit ratings on our investments are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any such ratings will not be downgraded or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant.
Specifically, deductions for business interest expense (even if paid to third parties) are limited to the sum of a taxpayer’s business interest income and 30% of the adjusted taxable income of the business, which is its taxable income computed without regard to business interest income or expense, net operating losses or the pass-through income deduction.
Specifically, deductions for business interest expense (even if paid to third parties) are limited to the sum of a taxpayer’s business interest income and 30% of the adjusted taxable income of the business, which is its taxable income computed without regard to business interest income or expense, net operating losses, the pass-through income deduction, or any deduction for depreciation, amortization or depletion.
Breaches in security, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our or TPG’s, its employees’, or our investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through, TPG’s computer systems and networks, or otherwise cause interruptions or malfunctions in our or TPG’s, its employees’, or our investors’, our 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.
Breaches in cybersecurity, whether malicious in nature or through inadvertent transmittal or other loss of data, could potentially jeopardize our or TPG’s, its employees’, or our investors’ or counterparties’ confidential, proprietary and other information processed and stored in, and transmitted through, TPG’s computer systems and networks or that of our third-party service providers, or otherwise cause interruptions or malfunctions in our or TPG’s, its employees’, or our investors’, our 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.
To continue to qualify as a REIT, we must comply with requirements regarding our assets and our sources of income.
To continue to qualify as a REIT, we must comply with requirements regarding the composition of our assets and our sources of income.
A return of capital is not taxable but has the effect of reducing the basis of a stockholder’s investment in our common stock. Certain provisions of Maryland law could inhibit changes in control.
A return of capital is not taxable but has the effect of reducing the basis of a stockholder’s investment in our common stock. 57 Table of Contents Certain provisions of Maryland law could inhibit changes in control.
Real estate investments are subject to various risks, including: • economic and market fluctuations; • political instability or changes, terrorism and acts of war or other hostilities; • changes in building, environmental, zoning and other laws; • casualty or condemnation losses; • regulatory limitations on rents or moratoriums against tenant evictions or foreclosures; • decreases in property values; • changes in the appeal of properties to tenants, including due to the impact of remote work on how tenants and workers can efficiently use commercial space; • changes in supply (resulting from the recent growth in commercial real estate debt funds or otherwise) and demand; • energy supply shortages; • various uninsured or uninsurable risks; • increasing costs relating to, or the unavailability of, various categories of property-related insurance; • natural disasters and outbreaks of pandemic or other severe public health events; • changes in government regulations (such as rent control, regulation of investments in multifamily/housing properties or regulation of greenhouse gas emissions); • changes in monetary policy; • changes in capital expenditure costs; • 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; • declining interest rates which reduce asset yields, subject to the impact of interest rate floors on certain of our floating rate loans; • increasing interest rates, which may make it more difficult for our borrowers to repay loans via a refinancing or sale of the collateral property; • increases in borrowing rates; • changes in consumer spending; and • negative developments in the economy and/or adverse changes in real estate values generally and other risk factors that are beyond our control. 16 Table of Contents Recent concerns about the real estate market, elevated interest rates, inflation, energy costs and geopolitical issues have contributed to increased volatility and diminished expectations for the economy and markets going forward.
Real estate investments are subject to various risks, including: • economic and market fluctuations; • political instability or changes, terrorism and acts of war or other hostilities; • changes in building, environmental, zoning and other laws; • casualty or condemnation losses; • regulatory limitations on rents or moratoriums against tenant evictions or foreclosures; • decreases in property values; • changes in the appeal of properties to tenants, including due to the impact of remote work on how tenants and workers can efficiently use commercial space; • changes in supply (resulting from the recent growth in commercial real estate debt funds or otherwise) and demand; • energy supply shortages; • various uninsured or uninsurable risks; • increasing costs relating to, or the unavailability of, various categories of property-related insurance; • natural disasters and outbreaks of pandemic or other severe public health events; • trade tensions resulting from U.S. tariff implementation and retaliatory tariffs by other countries; • changes in government regulations (such as rent control, regulation of investments in multifamily/housing properties or regulation of greenhouse gas emissions); • changes in monetary policy; • changes in capital expenditure costs; • 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; • declining interest rates which reduce asset yields, subject to the impact of interest rate floors on certain of our floating rate loans; • increasing interest rates, which may make it more difficult for our borrowers to repay loans via a refinancing or sale of the collateral property; • increases in borrowing rates; • changes in consumer spending; and • negative developments in the economy and/or adverse changes in real estate values generally and other risk factors that are beyond our control. 16 Table of Contents Concerns about the real estate market, interest rates, inflation, energy costs and geopolitical issues have in the past and could in the future contribute to increased volatility and diminished expectations for the economy and markets.
Changes in the level of interest rates also may affect our ability to originate or acquire loans or other investments, the value of our investments and our ability to realize gains from the disposition of assets. Moreover, changes in interest rates may affect borrower default rates.
Changes in the level of interest rates also may affect our ability to originate or acquire loans or other investments, the value of our investments and our ability to realize gains from the disposition of assets.
Such reputational issues may depress the market price of our capital stock or have a negative effect on our ability to attract counterparties for our transactions, or otherwise adversely affect us. 42 Table of Contents Risks Related to Our Company Our investment strategy and guidelines, asset allocation and financing strategy may be changed without stockholder consent.
Such reputational issues may have an adverse effect on the market price of our capital stock or on our ability to attract counterparties for our transactions, or otherwise adversely affect us. 42 Table of Contents Risks Related to Our Company Our investment strategy and guidelines, asset allocation and financing strategy may be changed without stockholder consent.
Because of the composition of the assets of our subsidiaries that own such participation interests, we currently treat such subsidiaries as excluded from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, and treat the securities issued by them to us as “investment securities” for purposes of the 40% test.
Depending on the composition of the assets of our subsidiaries that own such participation interests, we may treat such subsidiaries as excluded from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act and the securities issued by them to us as “investment securities” for purposes of the 40% test.
If such events or disruptions persist for a prolonged period of time, our overall business and results of operations may be adversely affected. Any or all of the foregoing could have a material adverse effect on our financial condition, results of operations and cash flows, or the market price of our common stock.
If such events or disruptions persist for a prolonged period of time, our overall business and results of operations may be adversely affected. Any or all of the foregoing could have a material adverse effect on our financial condition, results of operations and cash flows, or the market price of our common stock. Item 1B. Unresolved Staff Comments.
Because our decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or effect of our future offerings.
Because our decision to issue additional equity or debt securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future issuances.
Net operating income of an income-producing property may be adversely affected by the risks particular to commercial real property described above, as well as, among other things: • tenant mix and tenant bankruptcies; • success of tenant businesses; • property management decisions, including with respect to capital improvements, particularly in older building structures; • renovations or repositionings during which operations may be limited or halted completely; • property location and condition, including, without limitation, any need to address environmental contamination or climate-related risks at a property; • competition from comparable types of properties; • changes in global, national, regional or local economic conditions or changes in specific industry segments; • changes in interest rates, and in the state of the credit, securitization, debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate; • global trade disruption, supply chain issues, significant introductions of trade barriers and bilateral trade frictions; • declines in regional or local real estate values or rental or occupancy rates; • responses of businesses, governments and individuals to pandemics or other severe public health events; • labor shortages and increases in the minimum wage and other forms of employee compensation and benefits; • higher rates of inflation; • changes in real estate tax rates, tax credits and other operating expenses; • changes to tax laws and rates to which real estate lenders and investors are subject; and • government regulations.
Net operating income of an income-producing property may be adversely affected by the risks particular to commercial real property described above, as well as, among other things: • tenant mix and tenant bankruptcies; • success of tenant businesses; • property management decisions, including with respect to capital improvements, particularly in older building structures; • renovations or repositionings during which operations may be limited or halted completely; • property location and condition, including, without limitation, any need to address environmental contamination or climate-related risks at a property; • competition from comparable types of properties; • changes in global, national, regional or local economic conditions or changes in specific industry segments; • changes in interest rates, and in the state of the credit, securitization, debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate; • global trade disruption, or conflict, trade tensions resulting from U.S. tariff implementation and retaliatory tariffs by other countries, other changes to trade policy in the U.S. and other jurisdictions and supply chain issues; • declines in regional or local real estate values or rental or occupancy rates; • responses of businesses, governments and individuals to pandemics or other severe public health events; • labor shortages and increases in the minimum wage and other forms of employee compensation and benefits; • higher rates of inflation; • changes in real estate tax rates, tax credits and other operating expenses; • changes to tax laws and rates to which real estate lenders and investors are subject; and • government regulations.
Our interests in wholly-owned or majority-owned subsidiaries that qualify for the exclusion pursuant to Section 3(c)(5)(C), as described below, Rule 3a-7, as described below, or another exclusion or exception under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof), do not constitute “investment securities.” To maintain our status as a non-investment company, the securities issued to us by any of our existing wholly-owned or majority-owned subsidiaries or subsidiaries that we may form in the future, that are excluded from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, together with any other investment securities we may own, may not have a value in excess of 40% of the value of our total assets on an unconsolidated basis.
Our interests in wholly-owned or majority-owned subsidiaries that qualify for the exclusion pursuant to Section 3(c)(5)(C), as described below, Rule 3a-7, as described below, or another exclusion or exception under the Investment Company Act (other than Section 3(c)(1) or Section 3(c)(7) thereof), do not constitute “investment securities.” 43 Table of Contents To maintain our status as a non-investment company, the securities issued to us by any of our existing wholly-owned or majority-owned subsidiaries or subsidiaries that we may form in the future, that are excluded from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, together with any other investment securities we may own, may not have a value in excess of 40% of the value of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
However, there can be no assurance that we or our subsidiaries will be able to satisfy these requirements and maintain our and their 44 Table of Contents exclusion or exemption from such registration.
However, there can be no assurance that we or our subsidiaries will be able to satisfy these requirements and maintain our and their exclusion or exemption from such registration.
We believe that a change in any one of the following factors could adversely affect our results of operations and cash flows and impair our ability to make distributions to our stockholders: • our ability to make attractive investments; • margin calls or other expenses that reduce our cash flows; • defaults or prepayments in our investment portfolio or decreases in the value of our investment portfolio; • the impact of changes in interest rates on our net interest income; and • the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates. 56 Table of Contents We have in the past deferred the payment of our cash dividends and reduced the authorized amount of our cash dividends.
We believe that a change in any one of the following factors could adversely affect our results of operations and cash flows and impair our ability to make distributions to our stockholders: • our ability to make attractive investments; • margin calls or other expenses that reduce our cash flows; • defaults or prepayments in our investment portfolio or decreases in the value of our investment portfolio; • the impact of changes in interest rates on our net interest income; and • the fact that anticipated operating expense levels may not prove accurate, as actual results may vary from estimates.
There has been an increase in the frequency and sophistication of the cyber and security threats TPG faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, which may target TPG because TPG holds a significant amount of confidential and sensitive information about its and our investors, its portfolio 47 Table of Contents companies and its and our potential investments.
There has been an increase in the frequency and sophistication of the cyber and data security threats TPG faces, with attacks ranging from those common to businesses generally to those that are more advanced and persistent, by more sophisticated attackers who may target TPG because TPG holds a significant amount of confidential and sensitive information about its and our investors, its portfolio companies and its and our potential investments.
These risks may have resulted and may continue to result in a reduction or elimination of return from a loan secured by a particular property .
These risks have resulted and may in the future result in a reduction or elimination of return from a loan secured by a particular property .
Conversely, in periods of rising interest rates, prepayment rates are likely to decrease and the number of our borrowers who exercise extension options, which could extend beyond the term of certain secured financing agreements we use to finance a portion of our loan investments, is likely to increase.
Conversely, in periods of rising interest rates, or worsening economic conditions, prepayment rates are likely to decrease and the number of our borrowers who exercise extension options or seek extensions from us, which could extend beyond the term of certain secured financing agreements we use to finance a portion of our loan investments, is likely to increase.
Consequently, we may not receive the level of support and assistance that we otherwise might receive if we were internally managed. Our Manager and its affiliates are not restricted from entering into other investment advisory relationships or from engaging in other business activities. The integration of Angelo Gordon’s business into TPG’s business could strain our Manager’s resources.
Consequently, we may not receive the level of support and assistance that we otherwise might receive if we were internally managed. Our Manager and its affiliates are not restricted from entering into other investment advisory relationships or from engaging in other business activities.
Similarly, market rumors and actual or perceived association with counterparties whose own reputation is under question could harm our business.
Similarly, market rumors and actual or perceived association with counterparties whose own reputations are under question could harm our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTPG’s cybersecurity team continues to take steps to maintain up-to-date knowledge of evolving cybersecurity threats and countermeasures. 63 Table of Contents TPG employs processes to oversee and identify material risks associated with the use of third-party service providers, taking into account the nature of the services provided, the sensitivity and quantity of information processed, and the identity of the service provider.
Biggest changeTPG employs processes to oversee and identify material risks associated with the use of third-party service providers, taking into account the nature of the services provided, the sensitivity and quantity of information processed, and the identity of the service provider.
Operational responsibility for ensuring the adequacy and effectiveness of TPG’s risk management, control and governance processes is assigned to TPG’s chief information security officer, who periodically reports, among other things, potentially material cybersecurity incidents to the ORC and reports to the ERC at least annually.
Operational responsibility for ensuring the adequacy and effectiveness of TPG’s cybersecurity risk management, control and governance processes is assigned to TPG’s chief information security officer (“CISO”), who periodically reports, among other things, potentially material cybersecurity incidents to the ORC and reports to the ERC at least annually.
TPG’s chief information security officer previously held various leadership roles within the technology risk department of one of the world’s largest banking institutions over a 17-year period. He holds a Bachelor of Science in Electrical Engineering and Mathematics from the University of Texas at Arlington and is a Certified Information Systems Security Professional (CISSP).
TPG’s CISO previously held various leadership roles within the technology risk department of one of the world’s largest banking institutions over a 17-year period. He holds a Bachelor of Science in Electrical Engineering and Mathematics from the University of Texas at Arlington and is a Certified Information Systems Security Professional (CISSP).
Item 1C. Cybersecurity. As an externally managed company, our business is highly dependent on the communications and information systems of our Manager, its affiliates and third-party service providers. Our Manager is an affiliate of TPG, a leading global alternative asset manager with $246 billion in assets under management as of December 31, 2024.
Item 1C. Cybersecurity. As an externally managed company, our business is highly dependent on the communications and information systems of our Manager, its affiliates and third-party service providers. Our Manager is an affiliate of TPG, a leading global alternative asset manager with $303 billion in assets under management as of December 31, 2025.
TPG’s cybersecurity team also regularly coordinates with other key stakeholders within TPG, including compliance, human resources, internal audit and legal. TPG’s chief information security officer leads TPG’s cybersecurity team, which is responsible for implementing, maintaining and enforcing TPG’s cybersecurity program.
TPG’s cybersecurity team also regularly coordinates with other key stakeholders within TPG, including compliance, human resources, internal audit and legal. 64 Table of Contents TPG’s CISO leads TPG’s cybersecurity team, which is responsible for implementing, maintaining and enforcing TPG’s cybersecurity program.
TPG’s cybersecurity team possesses a variety of cybersecurity skill sets and extensive expertise obtained through decades of experience, numerous industry certifications, and advanced degrees.
TPG’s cybersecurity team possesses a variety of cybersecurity skill sets and extensive expertise obtained through decades of experience, numerous industry certifications, and advanced degrees. TPG’s cybersecurity team continues to take steps to maintain up-to-date knowledge of evolving cybersecurity threats and countermeasures.
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When TPG engages service providers who will have access to sensitive data or TPG's systems and facilities, TPG’s Cybersecurity team assesses each service provider’s administrative and technical security controls.
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In addition, as appropriate, TPG seeks to include provisions in its service provider agreements that address TPG's requirements as well as industry best practices related to data and cybersecurity, as well as TPG's rights to assess, monitor, audit and test such service provider’s cybersecurity programs and practices.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed2 unchanged
Biggest changeFrom time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2024, we were not involved in any material legal proceedings. Item 4. Mine Safety Disclosures. Not applicable. 64 Table of Contents PART II
Biggest changeFrom time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2025, we were not involved in any material legal proceedings. Item 4. Mine Safety Disclosures. Not applicable. 65 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+3 added−0 removed5 unchanged
Biggest changeThe repurchase program authorizes the repurchase of common stock from time to time on the open market or in privately negotiated transactions, including under 10b5-1 plans. During the year ended December 31, 2024, we repurchased 4,603 shares of common stock, at a weighted average price of $7.98 per share, for total consideration (including commissions and related fees) of $0.04 million.
Biggest changeDuring the year ended December 31, 2025, the Company repurchased an aggregate of 3,155,209 shares of common stock under the Completed Program, at a weighted average price of $7.89 per share, for total consideration (including commissions and related fees) of $25.0 million.
Performance Graph The following graph sets forth the cumulative total stockholder return based on a $100 investment in our common stock, assuming a quarterly reinvestment of dividends before consideration of income taxes during the period from December 31, 2019 through December 31, 2024, as well as the corresponding returns on an overall stock market index (S&P 500 Index) and the FTSE NAREIT Mortgage REITs Index.
Performance Graph The following graph sets forth the cumulative total stockholder return based on a $100 investment in our common stock, assuming a quarterly reinvestment of dividends before consideration of income taxes during the period from December 31, 2020 through December 31, 2025, as well as the corresponding returns on an overall stock market index (S&P 500 Index) and the FTSE NAREIT Mortgage REITs Index.
It has been our policy to declare quarterly dividends to common stockholders in compliance with applicable provisions of the Internal Revenue Code governing REITs. As of February 18, 2025, there were approximately 45 holders of record of our common stock. This does not include the number of stockholders that hold shares in “street name” through banks or broker-dealers.
It has been our policy to declare quarterly dividends to common stockholders in compliance with applicable provisions of the Internal Revenue Code governing REITs. As of February 17, 2026, there were approximately 40 holders of record of our common stock. This does not include the number of stockholders that hold shares in “street name” through banks or broker-dealers.
Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns. 65 Table of Contents Issuer Purchases of Equity Securities On April 30, 2024, we announced that our board of directors approved a share repurchase program pursuant to which we are authorized to repurchase up to $25.0 million of our common stock.
Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholder returns. 66 Table of Contents Issuer Purchases of Equity Securities On April 25, 2024, our board of directors approved a share repurchase program (the "Completed Program") pursuant to which we were authorized to repurchase up to $25.0 million of our common stock, the remaining capacity of which was utilized during the three months ended September 30, 2025.
We did not repurchase any shares of our common stock during the three months ended December 31, 2024. As of December 31, 2024, we had $24.96 million of remaining capacity under the share repurchase program. Item 6. [Reserved] 66 Table of Contents
As of December 31, 2025, the Company had $24.6 million of remaining capacity under the New Program.
Added
On September 3, 2025, our board of directors approved a new share repurchase program (the "New Program") pursuant to which we are authorized to repurchase up to $25.0 million of our common stock. The New Program authorizes the repurchase of common stock from time to time on the open market or in privately negotiated transactions, including under 10b5-1 plans.
Added
During the three months and year ended December 31, 2025, the Company repurchased an aggregate of 45,367 shares of common stock under the New Program, at a weighted average price of $8.50 per share, for total consideration (including commissions and related fees) of $0.4 million.
Added
The following table provides information about common stock purchases by or on behalf of us pursuant to our share repurchase programs during the three months ended December 31, 2025: Period beginning Period ending Total number of shares repurchased Average price paid per share Total number of shares purchased as part of publicly announced program Amounts paid for shares purchased as part of publicly announced program Approximate dollar-value of shares that may yet be purchased under the programs October 1, 2025 October 31, 2025 45,367 $ 8.50 45,367 $ 386,435 $ 24,613,565 November 1, 2025 November 30, 2025 — — 45,367 — 24,613,565 December 1, 2025 December 31, 2025 — — 45,367 — 24,613,565 Total/Average 45,367 $ 8.50 $ 386,435 Item 6. [Reserved] 67 Table of Contents

Item 7. Management's Discussion & Analysis

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

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Biggest changeLouis, MO Multifamily Moderate Transitional $158,838 Unit 69.3 % 3 20 Senior Loan 4/20/2022 63.0 63.0 62.9 S + 3.7% S + 4.0% Floating 5/9/2027 Buffalo, NY Multifamily Bridge $167,553 Unit 67.1 % 3 21 Senior Loan 9/13/2024 63.0 63.0 62.7 S + 3.5% S + 3.8% Floating 10/9/2029 Calistoga, CA Hotel Bridge $630,000 Unit 48.5 % 2 22 Senior Loan 11/3/2023 62.0 52.2 52.0 S + 3.5% S + 3.8% Floating 11/9/2028 Stamford, CT Multifamily Moderate Transitional $254,098 Unit 66.1 % 3 23 Senior Loan (13) 9/1/2022 61.5 61.5 61.5 S + 2.9% S + 1.6% Floating 5/9/2026 Raleigh, NC Multifamily Bridge $188,650 Unit 66.2 % 3 24 Senior Loan 12/29/2021 60.6 56.0 56.0 S + 3.4% S + 3.7% Floating 1/9/2027 Rogers, AR Multifamily Bridge $153,125 Unit 75.9 % 3 25 Senior Loan 3/3/2022 58.0 58.0 58.0 S + 3.4% S + 3.7% Floating 3/9/2027 Hampton, VA Multifamily Bridge $202,091 Unit 72.4 % 3 26 Senior Loan 12/17/2021 52.1 49.3 49.3 S + 3.8% S + 4.1% Floating 1/9/2027 Newport News, VA Multifamily Light Transitional $135,677 Unit 67.3 % 3 27 Senior Loan 6/24/2022 51.6 50.8 50.8 S + 3.8% S + 4.1% Floating 7/9/2027 San Antonio, TX Multifamily Bridge $159,259 Unit 70.2 % 3 28 Senior Loan 1/17/2024 51.3 45.9 45.5 S + 3.1% S + 3.4% Floating 2/9/2029 Albuquerque, NM Multifamily Light Transitional $149,128 Unit 71.7 % 3 29 Senior Loan 12/20/2017 51.0 51.0 51.0 S + 4.9% S + 5.3% Floating 12/31/2026 New Orleans, LA Hotel Bridge $217,949 Unit 59.9 % 3 30 Senior Loan 8/26/2021 51.0 46.4 46.3 S + 4.2% S + 4.5% Floating 9/9/2026 San Diego, CA Life Science Moderate Transitional $599 Sq ft 72.1 % 3 31 Senior Loan 10/27/2021 50.4 42.9 42.9 S + 3.5% S + 3.8% Floating 11/9/2026 Longmont, CO Office Moderate Transitional $145 Sq ft 70.6 % 3 32 Senior Loan 6/2/2021 48.6 48.3 48.3 S + 3.9% S + 4.2% Floating 6/9/2026 Fort Lauderdale, FL Office Light Transitional $187 Sq ft 71.0 % 3 33 Senior Loan 8/10/2022 46.2 38.5 38.4 S + 3.9% S + 4.4% Floating 9/9/2027 Plano, TX Multifamily Moderate Transitional $173,534 Unit 66.3 % 3 34 Senior Loan 12/21/2021 45.0 45.0 45.0 S + 3.8% S + 4.1% Floating 1/9/2027 Knoxville, TN Multifamily Bridge $119,681 Unit 84.9 % 3 35 Senior Loan 8/28/2024 45.0 41.3 41.2 S + 2.9% S + 3.1% Floating 9/9/2029 Bakersfield, CA Multifamily Light Transitional $180,723 Unit 72.9 % 3 36 Senior Loan 9/30/2021 44.4 44.4 44.4 S + 3.4% S + 3.7% Floating 10/9/2026 San Antonio, TX Multifamily Bridge $132,024 Unit 64.1 % 3 37 Senior Loan 7/28/2023 43.6 37.2 37.0 S + 4.6% S + 5.1% Floating 8/9/2028 Various, AZ Hotel Bridge $150,345 Unit 63.3 % 3 38 Senior Loan 3/30/2018 42.4 41.9 41.9 S + 3.8% S + 4.3% Floating 6/22/2025 Honolulu, HI Office Light Transitional $147 Sq ft 57.9 % 4 39 Senior Loan 3/24/2023 37.0 34.1 33.9 S + 3.5% S + 3.8% Floating 4/9/2028 Dallas, TX Industrial Light Transitional $83 Sq ft 61.2 % 3 40 Senior Loan 3/11/2019 34.0 34.0 34.0 S + 4.0% S + 4.4% Floating 8/9/2025 Miami Beach, FL Hotel Bridge $257,576 Unit 59.3 % 3 41 Senior Loan 3/28/2024 34.0 33.1 32.8 S + 3.9% S + 4.3% Floating 4/9/2029 Mesa, AZ Multifamily Bridge $173,469 Unit 72.9 % 3 42 Senior Loan 6/9/2022 31.2 27.8 27.8 S + 3.6% S + 3.9% Floating 6/9/2027 Centerton, AR Multifamily Light Transitional $156,859 Unit 73.8 % 3 98 Table of Contents Loan # Form of investment Origination or acquisition date (2) Total loan Principal balance Amortized cost (3) Interest rate All-in yield (4) Fixed / floating Extended maturity (5) City / state Property type Loan type Loan per SQFT / unit LTV (6) Risk rating (7) 43 Senior Loan 8/23/2022 31.0 29.4 29.3 S + 4.0% S + 4.7% Floating 9/9/2027 Marietta, GA Multifamily Light Transitional $127,049 Unit 68.5 % 3 44 Senior Loan 1/19/2024 31.0 30.3 30.1 S + 3.4% S + 3.7% Floating 2/9/2029 Castle Rock, CO Multifamily Moderate Transitional $303,922 Unit 63.7 % 3 45 Senior Loan 6/29/2022 24.5 22.3 22.3 S + 3.9% S + 4.2% Floating 7/9/2027 San Antonio, TX Multifamily Light Transitional $107,456 Unit 75.5 % 3 Subtotal / weighted average (8) $ 3,412.0 $ 3,284.5 $ 3,278.6 S +3.7% S +3.9% 2.4 years 66.1 % 3.0 Total / weighted average (8) $ 3,412.0 $ 3,284.5 $ 3,278.6 S +3.7% S +3.9% 2.4 years 66.1 % 3.0 _______________________________ * Numbers presented may not foot due to rounding.
Biggest changeLouis, MO Multifamily Moderate Transitional $158,838 Unit 69.3 % 3 26 Senior Loan 9/30/2025 65.4 54.5 53.9 S + 2.7% S + 3.0% Floating 10/9/2030 Passaic, NJ Industrial Bridge $221 Sq ft 55.2 % 3 27 Senior Loan 8/22/2025 64.0 61.7 61.2 S + 3.3% S + 3.6% Floating 9/9/2030 Various, Various Industrial Bridge $42 Sq ft 60.1 % 3 28 Senior Loan 9/13/2024 63.0 63.0 62.8 S + 3.5% S + 3.8% Floating 10/9/2029 Calistoga, CA Hotel Bridge $630,000 Unit 48.5 % 2 29 Senior Loan 11/3/2023 62.0 58.7 58.6 S + 3.5% S + 3.8% Floating 11/9/2028 Stamford, CT Multifamily Moderate Transitional $254,098 Unit 66.1 % 2 30 Senior Loan (13) 9/1/2022 61.5 61.5 61.5 S + 2.9% S + 1.6% Floating 5/9/2026 Raleigh, NC Multifamily Bridge $188,650 Unit 66.2 % 3 31 Senior Loan 4/21/2025 61.0 61.0 60.5 S + 2.8% S + 3.1% Floating 5/9/2030 Atlanta, GA Multifamily Bridge $255,230 Unit 69.1 % 3 32 Senior Loan 12/29/2025 58.3 54.0 53.7 S + 2.4% S + 2.8% Floating 7/9/2030 Fairfield, CA Industrial Light Transitional $96 Sq ft 66.6 % 3 33 Senior Loan 10/24/2025 54.0 52.3 51.8 S + 3.2% S + 3.5% Floating 11/9/2030 Sunbury, OH Multifamily Bridge $180,000 Unit 63.2 % 3 34 Senior Loan 12/17/2021 52.1 49.5 49.5 S + 3.8% S + 4.1% Floating 1/9/2027 Newport News, VA Multifamily Light Transitional $135,677 Unit 67.3 % 3 35 Senior Loan 6/6/2025 52.1 51.6 51.2 S + 2.8% S + 3.0% Floating 6/9/2030 Wesley Chapel, FL Multifamily Bridge $180,903 Unit 67.3 % 3 36 Senior Loan 1/17/2024 51.3 48.1 47.8 S + 3.1% S + 3.4% Floating 2/9/2029 Albuquerque, NM Multifamily Light Transitional $149,128 Unit 71.7 % 2 100 Table of Contents Loan # Form of investment Origination or acquisition date (2) Total loan Principal balance Amortized cost (3) Interest rate All-in yield (4) Fixed / floating Extended maturity (5) City / state Property type Loan type Loan per SQFT / unit LTV (6) Risk rating (7) 37 Senior Loan 12/20/2017 51.0 51.0 51.0 S + 4.9% S + 5.3% Floating 12/31/2026 New Orleans, LA Hotel Bridge $217,949 Unit 59.9 % 3 38 Senior Loan 10/27/2021 48.9 45.4 45.4 S + 3.5% S + 3.8% Floating 11/9/2026 Longmont, CO Office Moderate Transitional $141 Sq ft 70.6 % 3 39 Senior Loan 6/2/2021 48.6 48.3 48.3 S + 3.9% S + 4.2% Floating 12/9/2026 Fort Lauderdale, FL Office Light Transitional $187 Sq ft 71.0 % 3 40 Senior Loan 7/29/2025 48.3 48.3 47.8 S + 2.8% S + 3.1% Floating 8/9/2030 Charlotte, NC Multifamily Bridge $197,787 Unit 76.0 % 3 41 Senior Loan 8/26/2021 46.4 46.4 46.4 S + 3.4% S + 3.6% Floating 9/9/2028 San Diego, CA Life Science Moderate Transitional $545 Sq ft 72.1 % 3 42 Senior Loan 8/10/2022 46.2 41.0 41.0 S + 2.5% S + 3.0% Floating 9/9/2027 Plano, TX Multifamily Moderate Transitional $173,534 Unit 66.3 % 4 43 Senior Loan 10/24/2025 46.0 43.2 42.7 S + 3.2% S + 3.5% Floating 11/9/2030 Columbus, OH Multifamily Bridge $226,601 Unit 63.8 % 3 44 Senior Loan 8/28/2024 45.0 42.8 42.6 S + 2.9% S + 3.1% Floating 9/9/2029 Bakersfield, CA Multifamily Light Transitional $180,723 Unit 72.9 % 3 45 Senior Loan 7/28/2023 43.6 43.2 43.1 S + 4.6% S + 5.1% Floating 8/9/2028 Various, AZ Hotel Bridge $150,345 Unit 63.3 % 3 46 Senior Loan (14) 3/30/2018 42.4 42.4 42.4 S + 3.8% S + 4.2% Floating 1/7/2026 Honolulu, HI Office Light Transitional $147 Sq ft 57.9 % 4 47 Senior Loan 3/28/2024 34.0 33.1 32.9 S + 3.9% S + 4.3% Floating 4/9/2029 Mesa, AZ Multifamily Bridge $173,469 Unit 72.9 % 3 48 Senior Loan 1/19/2024 31.0 30.3 30.2 S + 3.4% S + 3.7% Floating 2/9/2029 Castle Rock, CO Multifamily Moderate Transitional $303,922 Unit 63.7 % 3 49 Senior Loan 8/23/2022 30.6 30.1 30.1 S + 4.0% S + 4.8% Floating 9/9/2027 Marietta, GA Multifamily Light Transitional $125,392 Unit 68.5 % 3 50 Senior Loan 6/29/2022 24.5 23.7 23.7 S + 3.9% S + 4.1% Floating 11/9/2027 San Antonio, TX Multifamily Light Transitional $107,456 Unit 75.5 % 3 Subtotal / weighted average (8) $ 4,290.6 $ 4,118.1 $ 4,103.0 S +3.2% S +3.5% 3.0 years 65.7 % 3.0 Total / weighted average (8) $ 4,290.6 $ 4,118.1 $ 4,103.0 S +3.2% S +3.5% 3.0 years 65.7 % 3.0 _______________________________ * Numbers presented may not foot due to rounding.
Calculated balances as the month-end averages. (2) Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance. (3) Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities.
Calculated balances as the month-end averages. (2) Weighted average yield or financing cost calculated based on annualized interest income or expense divided by calculated month-end average outstanding balance. (3) Represents interest income on core interest-earning assets less interest expense on total interest-bearing liabilities.
Investing Activities During the year ended December 31, 2024, cash flows provided by investing activities totaled $440.5 million primarily due to loan repayments of $887.1 million, proceeds of $92.8 million related to a loan sale during the fourth quarter of 2023, and cash assumed from the conversion of loans held for investment to real estate owned of $1.6 million, partially offset by new loan originations and acquisitions of $495.0 million, advances on loans of $40.7 million, and capital expenditures related to real estate owned of $5.3 million.
During the year ended December 31, 2024, cash flows provided by investing activities totaled $440.5 million primarily due to loan repayments of $887.1 million, proceeds of $92.8 million related to a loan sale during the fourth quarter of 2023, and cash assumed from the conversion of loans held for investment to real estate owned of $1.6 million, partially offset by new loan originations and acquisitions of $495.0 million, advances on loans of $40.7 million, and capital expenditures related to real estate owned of $5.3 million.
(6) Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest.
(6) Except for construction loans, LTV is calculated for loan originations and existing loans as the total outstanding principal balance of the loan or participation interest in a loan (plus any financing that is pari passu with or senior to such loan or participation interest) divided by the as-is appraised value of our collateral at the time of origination or acquisition of such loan or participation interest.
For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan.
For construction loans only, LTV is calculated as the total commitment amount of the loan divided by the as-stabilized value of the real estate securing the loan.
The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
The as-is or as-stabilized (as applicable) value reflects our Manager’s estimates, at the time of origination or acquisition of the loan or participation interest in a loan, of the real estate value underlying such loan or participation interest determined in accordance with our Manager’s underwriting standards and consistent with third-party appraisals obtained by our Manager.
Financing Activities During the year ended December 31, 2024, cash flows used in financing activities totaled $569.2 million primarily due to repayments of CRE CLO liabilities of $237.5 million as a result of the repayment of underlying loans, payments on secured financing agreements of $594.4 million, payments on asset-specific financing arrangements of $159.4 million and payment of dividends on our common stock and Series C Preferred Stock of $90.4 million, offset by borrowings on our secured financing agreements of $442.7 million and borrowings on our asset-specific financing arrangements of $71.7 million.
During the year ended December 31, 2024, cash flows used in financing activities totaled $569.2 million primarily due to payments on secured financing agreements of $594.4 million, repayments on CRE CLO liabilities of $237.5 million as a result of the repayment of underlying loans, payments on asset-specific financing arrangements of $159.4 million, and payment of dividends on our common stock and Series C Preferred Stock of $90.4 million, partially offset by borrowings on our secured financing agreements of $442.7 million and borrowings on our asset-specific financing arrangements of $71.7 million.
Distributable Earnings Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss) attributable to our common stockholders, including realized gains and losses from loan write-offs, loan sales and other loan resolutions (including conversions to REO), regardless of whether such items are included in other comprehensive income or loss, or in GAAP net income (loss), and excluding (i) non-cash stock compensation expense, (ii) depreciation and amortization expense (which only applies to debt investments related to real estate to the extent we foreclose upon the property or properties underlying such debt investments), (iii) unrealized gains (losses) (including credit loss expense (benefit), net), and (iv) certain non-cash or income and expense items. 70 Table of Contents We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP.
Distributable Earnings Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss) attributable to our common stockholders, including realized gains and losses from loan write-offs, loan sales and other loan resolutions (including conversions to REO), regardless of whether such items are included in other comprehensive income or loss, or in GAAP net income (loss), and excluding (i) non-cash stock compensation expense, (ii) depreciation and amortization expense (which only applies to debt investments related to real estate to the extent we foreclose upon the property or properties underlying such debt investments), (iii) unrealized gains (losses) (including credit loss expense (benefit), net), and (iv) certain non-cash or income and expense items. 71 Table of Contents We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP.
Notwithstanding that a loan asset may be subject to a financing arrangement and serve as collateral under a secured credit agreement, we retain the right to administer and service the loan and interact directly with the underlying obligors and sponsors of our loan assets so long as there is no default under the secured credit agreement, and so long as we do not engage in certain material modifications (including amendments, waivers, exercises of remedies, or releases of obligors and collateral, among other things) of the loan assets without the lender’s prior consent. 80 Table of Contents Secured Revolving Credit Facility On February 22, 2022, we closed a $250.0 million secured revolving credit facility with a syndicate of five banks to provide interim funding of up to 180 days for newly originated and existing loans.
Notwithstanding that a loan asset may be subject to a financing arrangement and serve as collateral under a secured credit agreement, we retain the right to administer and service the loan and interact directly with the underlying obligors and sponsors of our loan assets so long as there is no default under the secured credit agreement, and so long as we do not engage in certain material modifications (including amendments, waivers, exercises of remedies, or releases of obligors and collateral, among other things) of the loan assets without the lender’s prior consent. 82 Table of Contents Secured Revolving Credit Facility On February 22, 2022, we closed a $250.0 million secured revolving credit facility with a syndicate of five banks to provide interim funding of up to 180 days for newly originated and existing loans.
Such analyses are completed and reviewed by asset management personnel and evaluated by senior management, who utilize various data sources, including, to the extent available (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other market data. 95 Table of Contents Quarterly, we evaluate the risk of all loans and assign a risk rating based on a variety of factors, whereby no single factor on its own, whether quantitative or qualitative, is given more weight than others.
Such analyses are completed and reviewed by asset management personnel and evaluated by senior management, who utilize various data sources, including, to the extent available (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other market data. 97 Table of Contents Quarterly, we evaluate the risk of all loans and assign a risk rating based on a variety of factors, whereby no single factor on its own, whether quantitative or qualitative, is given more weight than others.
The primary obligor on each secured credit agreement is a separate special purpose subsidiary of ours which is restricted from conducting activity other than activity related to the utilization of its secured credit agreement and the loans or loan interests that are originated or acquired by such subsidiary.
The primary obligor on each secured credit agreement is a separate special purpose subsidiary of ours which is restricted from conducting any activity other than that related to the utilization of its secured credit agreement and the loans or loan interests that are originated or acquired by such subsidiary.
With respect to our debt obligations that are contractually due within the next five years, we plan to employ several strategies to meet these obligations, including: (i) exercising maturity date extension options that exist in our current financing arrangements; (ii) negotiating extensions of terms with our providers of credit; (iii) periodically accessing the private and public equity and debt capital markets to raise cash to fund new investments or the repayment of indebtedness; (iv) the issuance of additional structured finance vehicles, such as collateralized loan obligations similar to TRTX 2022-FL5, TRTX 2021-FL4, or TRTX 2019-FL3 as a method of financing; (v) the establishment of new asset-specific financing arrangements, including matched-term note-on-note facilities; (vi) term loans with private lenders; (vii) selling loans and REO to generate cash to repay our debt obligations; (viii) encumbering REO properties to generate cash; and/or (ix) applying repayments from underlying loans to satisfy the debt obligations which they secure.
With respect to our debt obligations that are contractually due within the next five years, we plan to employ several strategies to meet these obligations, including: (i) exercising maturity date extension options that exist in our current financing arrangements; (ii) negotiating extensions of terms with our providers of credit; (iii) periodically accessing the private and public equity and debt capital markets to raise cash to fund new investments or the repayment of indebtedness; (iv) the issuance of additional structured finance vehicles, such as collateralized loan obligations similar to TRTX 2025-FL7, TRTX 2025-FL6, TRTX 2022-FL5, TRTX 2021-FL4, or TRTX 2019-FL3 as a method of financing; (v) the establishment of new asset-specific financing arrangements, including matched-term note-on-note facilities; (vi) term loans with private lenders; (vii) selling loans and REO to generate cash to repay our debt obligations; (viii) encumbering REO properties to generate cash; and/or (ix) applying repayments from underlying loans to satisfy the debt obligations which they secure.
Examples of such “bad boy” defaults include, without limitation, fraud, intentional misrepresentation, willful misconduct, incurrence of additional debt in violation of financing documents, and the filing of a voluntary or collusive involuntary bankruptcy or insolvency proceeding of the special purpose entity subsidiary or the guarantor entity. 79 Table of Contents Each of the secured credit agreements have “margin maintenance” provisions, which are designed to allow the lender to maintain a certain margin of credit enhancement against the assets which serve as collateral.
Examples of such “bad boy” defaults include, without limitation, fraud, intentional misrepresentation, willful misconduct, incurrence of additional debt in violation of financing documents, and the filing of a voluntary or collusive involuntary bankruptcy or insolvency proceeding of the special purpose entity subsidiary or the guarantor entity. 81 Table of Contents Each of the secured credit agreements have “margin maintenance” provisions, which are designed to allow the lender to maintain a certain margin of credit enhancement against the assets which serve as collateral.
Further, this could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes. 83 Table of Contents Floating Rate Loan Portfolio Our business model seeks to minimize our exposure to changing interest rates by match-indexing our assets using the same, or similar, benchmark indices.
Further, this could make it difficult for us to satisfy the requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes. 85 Table of Contents Floating Rate Loan Portfolio Our business model seeks to minimize our exposure to changing interest rates by match-indexing our assets using the same, or similar, benchmark indices.
These financing arrangements are generally 25% recourse to Holdco, with the exception of the secured revolving credit facility that is 100% recourse to Holdco. 69 Table of Contents Key Financial Measures and Indicators As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared per common share, Distributable Earnings, and book value per common share.
These financing arrangements are generally 25% recourse to Holdco, with the exception of the secured revolving credit facility that is 100% recourse to Holdco. 70 Table of Contents Key Financial Measures and Indicators As a commercial real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared per common share, Distributable Earnings, and book value per common share.
All-in yield for our loan assets and total loan portfolio excludes the applicable floating benchmark interest rate as of December 31, 2024 and excludes the impact of our interest rate floors and borrower interest rate caps. (5) Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.
All-in yield for our loan assets and total loan portfolio excludes the applicable floating benchmark interest rate as of December 31, 2025 and excludes the impact of our interest rate floors and borrower interest rate caps. (5) Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this 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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
(7) For a discussion of risk ratings, please see Notes 2 and 3 to our Consolidated Financial Statements included in this Form 10-K. (8) Represents the weighted average of the credit spread as of December 31, 2024 for the loans, 99.7% of which are floating rate.
(7) For a discussion of risk ratings, please see Notes 2 and 3 to our Consolidated Financial Statements included in this Form 10-K. (8) Represents the weighted average of the credit spread as of December 31, 2025 for the loans, 99.8% of which are floating rate.
Pursuant to this revenue procedure, we may elect to make future distributions of our taxable income in a mixture of stock and cash. 93 Table of Contents Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Distributable Earnings as described above.
Pursuant to this revenue procedure, we may elect to make future distributions of our taxable income in a mixture of stock and cash. 95 Table of Contents Our REIT taxable income does not necessarily equal our net income as calculated in accordance with GAAP or our Distributable Earnings as described above.
All-in yield for the total portfolio assumes Term SOFR as of December 31, 2024 for weighted average calculations. (5) Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.
All-in yield for the total portfolio assumes Term SOFR as of December 31, 2025 for weighted average calculations. (5) Extended maturity assumes all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.
(5) Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured debt agreements, asset-specific financing arrangements and collateralized loan obligations and the interest rates in effect as of December 31, 2024 will remain constant into the future.
(5) Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured debt agreements, asset-specific financing arrangements and collateralized loan obligations and the interest rates in effect as of December 31, 2025 will remain constant into the future.
(4) As of December 31, 2024, all of our floating rate loans were indexed to Term SOFR. In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees.
(4) As of December 31, 2025, all of our floating rate loans were indexed to Term SOFR. In addition to credit spread, all-in yield includes the amortization of deferred origination fees, purchase price premium and discount, and accrual of both extension and exit fees.
We manage our REO using resources of TPG Real Estate and third party property managers all under the direct supervision of our Manager. Loan Portfolio Review Our Manager reviews our entire loan portfolio quarterly, undertakes an assessment of the performance of each loan, and assigns it a risk rating between “1” and “5,” from least risk to greatest risk, respectively.
We manage our REO using resources of TPG's Real Estate platform and third-party property managers all under the direct supervision of our Manager. Loan Portfolio Review Our Manager reviews our entire loan portfolio quarterly, undertakes an assessment of the performance of each loan, and assigns it a risk rating between “1” and “5,” from least risk to greatest risk, respectively.
The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. During the year ended December 31, 2024, our Manager did not earn an incentive management fee.
The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. During the year ended December 31, 2025, our Manager did not earn an incentive management fee.
The first mortgage loan was provided by an institutional lender, has an interest-only five-year term with a maturity date of July 6, 2028 and bears interest at a rate of 7.7%. As of December 31, 2024, the carrying value of the loan was $30.7 million.
The first mortgage loan was provided by an institutional lender, has an interest-only five-year term with a maturity date of July 6, 2028 and bears interest at a rate of 7.7%. As of December 31, 2025, the carrying value of the loan was $30.8 million.
As of December 31, 2024 and December 31, 2023, common stock dividends of $20.0 million and $19.2 million, respectively, were unpaid and are reflected in dividends payable on our consolidated balance sheets. 94 Table of Contents Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, valuation of our investment portfolio and disclosure of contingent assets and liabilities, among other items.
As of December 31, 2025 and December 31, 2024, common stock dividends of $19.4 million and $20.0 million, respectively, were unpaid and are reflected in dividends payable on our consolidated balance sheets. 96 Table of Contents Critical Accounting Estimates The preparation of our consolidated financial statements in accordance with GAAP requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, interest income and other revenue recognition, allowance for loan losses, expense recognition, tax liability, future impairment of our investments, valuation of our investment portfolio and disclosure of contingent assets and liabilities, among other items.
Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's real estate investment group and TPG’s management committee.
Our investment decisions are approved by an investment committee of our Manager that is comprised of senior investment professionals of TPG, including senior investment professionals of TPG's Real Estate platform and TPG’s management committee.
As of December 31, 2024, there are no non-consolidated senior interests or retained mezzanine loans outstanding. 82 Table of Contents Financial Covenants for Outstanding Borrowings For a description of our financial covenants and guarantees for outstanding borrowings related to our secured financing agreements, see Note 6 to our Consolidated Financial Statements included in this Form 10-K.
As of December 31, 2025, there are no non-consolidated senior interests or retained mezzanine loans outstanding. 84 Table of Contents Financial Covenants for Outstanding Borrowings For a description of our financial covenants and guarantees for outstanding borrowings related to our secured financing agreements, see Note 6 to our Consolidated Financial Statements included in this Form 10-K.
During the year ended December 31, 2023, we declared cash dividends of $0.96 per common share, or $76.0 million. 90 Table of Contents Liquidity and Capital Resources Capitalization We have capitalized our business to-date through, among other things, the issuance and sale of shares of our common stock, issuance of Series C Preferred Stock classified as permanent equity, issuance of Series B Preferred Stock treated as temporary equity, borrowings under secured credit agreements, secured revolving credit facilities, collateralized loan obligations, mortgage loan payable, asset-specific financings, and non-consolidated senior interests.
During the year ended December 31, 2024, we declared cash dividends of $0.96 per common share, or $78.7 million. 92 Table of Contents Liquidity and Capital Resources Capitalization We have capitalized our business to-date through, among other things, the issuance and sale of shares of our common stock, issuance of Series C Preferred Stock classified as permanent equity, issuance of Series B Preferred Stock treated as temporary equity, borrowings under secured credit agreements, secured revolving credit facilities, collateralized loan obligations, mortgage loan payable, asset-specific financings, and non-consolidated senior interests.
(10) Calculated as the ratio of unpaid principal balance as of December 31, 2024 to the as-is appraised value at origination, to reflect the sale by us in August 2020 of the contiguous mezzanine loan with an unpaid principal balance of $46.4 million and a commitment amount of $50.0 million as of the sale date.
(11) Calculated as the ratio of unpaid principal balance as of December 31, 2025 to the as-is appraised value at origination, to reflect the sale by us in August 2020 of the contiguous mezzanine loan with an unpaid principal balance of $46.4 million and a commitment amount of $50.0 million as of the sale date.
Debt-to-Equity Ratio and Total Leverage Ratio The following table presents our Debt-to-Equity ratio and Total Leverage ratio: December 31, 2024 December 31, 2023 Debt-to-equity ratio (1) 2.14x 2.53x Total leverage ratio (2) 2.14x 2.53x __________________________________ (1) Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable, less cash, to (ii) total stockholders’ equity, at period end.
Debt-to-Equity Ratio and Total Leverage Ratio The following table presents our Debt-to-Equity ratio and Total Leverage ratio: December 31, 2025 December 31, 2024 Debt-to-equity ratio (1) 3.02x 2.14x Total leverage ratio (2) 3.02x 2.14x __________________________________ (1) Represents (i) total outstanding borrowings under secured financing arrangements, including collateralized loan obligations, secured credit agreements, asset-specific financing arrangements, a secured revolving credit facility, and mortgage loans payable, less cash, to (ii) total stockholders’ equity, at period end.
Item 1A, “Risk Factors” in this Form 10-K. This section discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Item 1A, “Risk Factors” in this Form 10-K. This section discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Preferred Stock Dividends and Participating Securities Share in Earnings During each of the three month periods ended December 31, 2024 and September 30, 2024, we declared and paid a cash dividend of $3.1 million related to our Series C Preferred Stock.
Preferred Stock Dividends and Participating Securities Share in Earnings During each of the three month periods ended December 31, 2025 and September 30, 2025, we declared and paid cash dividends of $3.1 million related to our Series C Preferred Stock.
In 2017, the IRS issued a revenue procedure permitting “publicly offered” REITs to make elective stock dividends (i.e., dividends paid in a mixture of stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements.
The IRS has issued a revenue procedure permitting “publicly offered” REITs to use elective stock dividends (i.e., dividends paid in a mixture of stock and cash), with at least 20% of the total distribution being paid in cash, to satisfy their REIT distribution requirements.
We did not have any non-consolidated senior interests as of December 31, 2024. As of December 31, 2024, total loan exposure includes one fixed rate contiguous mezzanine loan. (2) Unpaid principal balance includes PIK interest of $0.4 million related to one loan as of December 31, 2024.
We did not have any non-consolidated senior interests as of December 31, 2025. As of December 31, 2025, total loan exposure includes one fixed rate contiguous mezzanine loan. (2) Unpaid principal balance includes PIK interest of $1.0 million related to one loan as of December 31, 2025.
The remaining 23.0% of our loan portfolio borrowings, comprised primarily of our four secured credit agreements, are subject to credit marks only. As of December 31, 2024, we did not have any non-consolidated senior interests.
The remaining 18.0% of our loan portfolio borrowings, comprised primarily of our four secured credit agreements, are subject to credit marks only. As of December 31, 2025, we did not have any non-consolidated senior interests.
Even if extended, our lenders retain sole discretion during the revolving period to determine whether to accept pledged collateral, and the advance rate and credit spread applicable to each borrowing thereunder. No new loan collateral may be pledged to the Goldman Sachs facility after August 19, 2026, on which date the facility automatically converts to a two-year term facility.
Even if extended, our lenders retain sole discretion during the revolving period to determine whether to accept pledged collateral, and the advance rate and credit spread applicable to each borrowing thereunder. No new loan collateral may be pledged to the Goldman Sachs facility after November 17, 2029, on which date the facility automatically converts to a two-year term facility.
As of December 31, 2024, 99.8% of our loan investments by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in $0.7 billion of net floating rate exposure, subject to the impact of interest rate floors on all our floating rate loans and less than 5.6% of our floating rate liabilities.
As of December 31, 2025, 99.8% of our loan investments by unpaid principal balance earned a floating rate of interest and were financed with liabilities that require interest payments based on floating rates, which resulted in $0.8 billion of net floating rate exposure, subject to the impact of interest rate floors on all our floating rate loans and less than 10.0% of our floating rate liabilities.
As of December 31, 2024, our loans held for investment portfolio consisted of 45 first mortgage loans (or interests therein) totaling $3.4 billion of commitments with an unpaid principal balance of $3.3 billion. As of December 31, 2024, 99.7% of the loan commitments in our portfolio consisted of floating rate loans, of which 100.0% were first mortgage loans.
As of December 31, 2025, our loans held for investment portfolio consisted of 50 first mortgage loans (or interests therein) totaling $4.3 billion of commitments with an unpaid principal balance of $4.1 billion. As of December 31, 2025, 99.7% of the loan commitments in our portfolio consisted of floating rate loans, of which 100.0% were first mortgage loans.
For information regarding the financing of our loans held for investment portfolio, see the section entitled “Investment Portfolio Financing.” 73 Table of Contents Real Estate Owned As of December 31, 2024, we owned four office properties and four multifamily properties, each of which previously served as collateral for first mortgage loans.
For information regarding the financing of our loans held for investment portfolio, see the section entitled “Investment Portfolio Financing.” 75 Table of Contents Real Estate Owned As of December 31, 2025, we owned two office properties and four multifamily properties, each of which previously served as collateral for first mortgage loans.
During the year ended December 31, 2024, we recognized $4.1 million of credit loss expense, net. 96 Table of Contents Real Estate Owned Upon the acquisition of a property, we assess the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above- and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocate the purchase price to the acquired assets and assumed liabilities, which are on a relative fair value basis.
During the year ended December 31, 2025, we recognized $13.9 million of credit loss expense, net. 98 Table of Contents Real Estate Owned Upon the acquisition of a property, we assess the fair value of the acquired tangible and intangible assets (including land, buildings, tenant improvements, above- and below-market leases, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocate the purchase price to the acquired assets and assumed liabilities, which are on a relative fair value basis.
As of December 31, 2024, the weighted average haircut (which is equal to one minus the advance rate percentage against collateral for our secured credit agreements taken as a whole) was 22.4% compared to 22.3% as of December 31, 2023.
As of December 31, 2025, the weighted average haircut (which is equal to one minus the advance rate percentage against collateral for our secured credit agreements taken as a whole) was 21.2% compared to 22.4% as of December 31, 2024.
Preferred Stock Dividends and Participating Securities Share in Earnings During each of the years ended December 31, 2024 and 2023, we declared and paid cash dividends of $12.6 million related to our Series C Preferred Stock. Dividends Declared Per Common Share During the year ended December 31, 2024, we declared cash dividends of $0.96 per common share, or $78.7 million.
Preferred Stock Dividends and Participating Securities Share in Earnings During each of the years ended December 31, 2025 and 2024, we declared and paid cash dividends of $12.6 million related to our Series C Preferred Stock. Dividends Declared Per Common Share During the year ended December 31, 2025, we declared cash dividends of $0.96 per common share, or $77.9 million.
The commercial property investment sales and commercial mortgage loan markets have experienced uneven liquidity due to global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, sustained higher interest rates, currency fluctuations, labor shortages and structural shifts and regulatory changes in the banking sector, which continue to make it more difficult to estimate key inputs for estimating the allowance for credit losses.
The commercial property investment sales and commercial mortgage loan markets have experienced uneven liquidity due to global macroeconomic conditions, including heightened inflation, changes to fiscal and monetary policy, the potential impact of tariffs and trade disputes, sustained higher interest rates, currency fluctuations, labor shortages, structural shifts and regulatory changes in the banking sector, and political and geopolitical conflicts, which continue to make it more difficult to estimate key inputs for estimating the allowance for credit losses.
Uses of Liquidity In addition to our ongoing loan activity, our primary liquidity needs include interest and principal payments under our $2.5 billion of outstanding borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements, and collateralized loan obligations, the repurchase or deleveraging of loans, $127.9 million of unfunded loan commitments on our loans held for investment, dividend distributions to our preferred and common stockholders, operating expenses, and repurchases of shares of our common stock pursuant to a $25.0 million share repurchase program that our board of directors approved on April 25, 2024. 91 Table of Contents Consolidated Cash Flows Our primary cash flow activities involve actively managing our investment portfolio, originating primarily floating rate, first mortgage loan investments, and raising capital through public offerings of our equity and debt securities.
Uses of Liquidity In addition to our ongoing loan activity, our primary liquidity needs include interest and principal payments under our $3.3 billion of outstanding borrowings under secured credit agreements, a secured revolving credit facility, asset-specific financing arrangements, and collateralized loan obligations, the repurchase or deleveraging of loans, $173.6 million of unfunded loan commitments on our loans held for investment, dividend distributions to our preferred and common stockholders, operating expenses, and repurchases of shares of our common stock pursuant to a share repurchase program that our board of directors approved on September 3, 2025. 93 Table of Contents Consolidated Cash Flows Our primary cash flow activities involve actively managing our investment portfolio, originating primarily floating rate, first mortgage loan investments, and raising capital through public offerings of our equity and debt securities.
In two instances, a first mortgage loan and contiguous mezzanine loan are both owned by us. As of December 31, 2024, we had $127.9 million of unfunded loan commitments, our funding of which is subject to borrower satisfaction of certain milestones. We may hold REO as a result of taking title to a loan's collateral.
In two instances, a first mortgage loan and contiguous mezzanine loan both owned by us. As of December 31, 2025, we had $173.6 million of unfunded loan commitments, our funding of which is subject to borrower satisfaction of certain milestones. We may hold REO as a result of taking title to a loan's collateral.
On December 8, 2023, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2023. The Series C Preferred Stock dividend was paid on December 29, 2023 to the preferred stockholders of record as of December 19, 2023.
On December 9, 2025, our Board of Directors declared a cash dividend of $0.3906 per share of Series C Preferred Stock, or $3.1 million in the aggregate, for the fourth quarter of 2025. The Series C Preferred Stock dividend was paid on December 30, 2025 to the preferred stockholders of record as of December 19, 2025.
As of December 31, 2024, borrowings under these secured credit agreements and secured revolving credit facility had a weighted average credit spread of 1.94% (1.93% for arrangements with mark-to-market provisions and 2.00% for one arrangement with no mark-to-market provisions), and a weighted average term to extended maturity assuming exercise of all extension options and term-out provisions of 2.6 years.
As of December 31, 2025, borrowings under these secured credit agreements and secured revolving credit facility had a weighted average credit spread of 1.69% (1.67% for arrangements with mark-to-market provisions and 2.00% for one arrangement with no mark-to-market provisions), and a weighted average term to extended maturity assuming exercise of all extension options and term-out provisions of 3.9 years.
As of December 31, 2024, the overall weighted average interest rate was the benchmark interest rate plus 1.93% per annum and the overall weighted average advance rate was 77.6%. As of December 31, 2024, outstanding borrowings under these arrangements had a weighted average term to extended maturity of 3.0 years assuming the exercise of all extension options and term-out provisions.
As of December 31, 2025, the overall weighted average interest rate was the benchmark interest rate plus 1.67% per annum and the overall weighted average advance rate was 78.8%. As of December 31, 2025, outstanding borrowings under these arrangements had a weighted average term to extended maturity of 4.0 years assuming the exercise of all extension options and term-out provisions.
Dividends Declared Per Common Share During the three months ended December 31, 2024, we declared cash dividends of $0.24 per common share, or $20.0 million.
Dividends Declared Per Common Share During the three months ended December 31, 2025, we declared cash dividends of $0.24 per common share, or $19.4 million.
As of December 31, 2024, our CRE CLOs provide low cost, non-mark-to-market, non-recourse financing for 66.2% of our loan portfolio borrowings. The collateralized loan obligations bear a weighted average interest rate of Term SOFR plus 2.02%, and have a weighted average advance rate of 77.6%.
As of December 31, 2025, our CRE CLOs provide low cost, non-mark-to-market, non-recourse financing for 79.2% of our loan portfolio borrowings. The collateralized loan obligations bear a weighted average interest rate of Term SOFR plus 1.85%, and have a weighted average advance rate of 85.4%.
As of December 31, 2024, we had outstanding 81.0 million shares of our common stock representing $0.9 billion of stockholders’ equity, and $2.6 billion of outstanding borrowings used to finance our investments and operations.
As of December 31, 2025, we had 78.3 million shares of common stock outstanding representing $0.9 billion of stockholders’ equity, and $3.3 billion of outstanding borrowings used to finance our investments and operations.
Distributable Earnings per diluted common share was $0.10 for three months ended December 31, 2024, a decrease of $0.18 per diluted common share from the three months ended September 30, 2024.
Distributable Earnings per diluted common share was $0.24 for the three months ended December 31, 2025, a decrease of $0.01 per diluted common share from the three months ended September 30, 2025.
Our current sources of near-term liquidity are set forth in the following table (dollars in thousands): December 31, 2024 December 31, 2023 Cash and cash equivalents $ 190,160 $ 206,376 Secured credit agreements 128,130 24,784 Secured revolving credit facility — — Asset-specific financing arrangements 2,485 1,592 Collateralized loan obligation proceeds held at trustee — 247,229 Total $ 320,775 $ 479,981 Our existing loan portfolio may provide us with liquidity as loans are repaid or sold, in whole or in part, of which some proceeds may be included in accounts receivable from our servicers until released and the proceeds from such repayments become available for us to reinvest.
Our current sources of near-term liquidity are set forth in the following table (dollars in thousands): December 31, 2025 December 31, 2024 Cash and cash equivalents $ 87,613 $ 190,160 Secured credit agreements 21,433 128,130 Secured revolving credit facility 30,000 — Asset-specific financing arrangements — 2,485 Collateralized loan obligation proceeds held at trustee 3,976 — Total $ 143,022 $ 320,775 Our existing loan portfolio may provide us with liquidity as loans are repaid or sold, in whole or in part, of which some proceeds may be included in accounts receivable from our servicers until released and the proceeds from such repayments become available for us to reinvest.
For the year ended December 31, 2024 and 2023, common stock dividends in the amount of $78.7 million and $76.0 million, respectively, were declared and approved.
For the year ended December 31, 2025 and 2024, common stock dividends in the amount of $77.9 million and $78.7 million, respectively, were declared and approved.
We have financed our loan investments as of December 31, 2024 utilizing three CRE CLOs totaling $1.7 billion, $585.0 million under secured credit agreements with total commitments of $1.7 billion provided by four lenders, and $186.5 million under asset-specific financing arrangements with various lenders.
We have financed our loan investments as of December 31, 2025 utilizing three CRE CLOs totaling $2.6 billion, $591.2 million under secured credit agreements with total commitments of $1.7 billion provided by four lenders, $60.2 million under asset-specific financing arrangements, and $31.5 million under our $375.0 million secured revolving credit facility.
The following table details our investment portfolio financing arrangements (dollars in thousands): Outstanding principal balance December 31, 2024 December 31, 2023 Collateralized loan obligations $ 1,682,288 $ 1,919,790 Secured credit agreements 585,042 799,518 Asset-specific financing arrangements 186,500 274,158 Secured revolving credit facility 86,625 23,782 Mortgage loan payable 31,200 31,200 Total $ 2,571,655 $ 3,048,448 All of our investment portfolio financing arrangements are floating rate indexed to Term SOFR except a single fixed-rate mortgage loan secured by an REO property in Houston, TX. 77 Table of Contents As of December 31, 2024, non-mark-to-market financing sources accounted for 77.0% of our total loan portfolio borrowings.
The following table details our investment portfolio financing arrangements (dollars in thousands): Outstanding principal balance December 31, 2025 December 31, 2024 Collateralized loan obligations $ 2,595,316 $ 1,682,288 Secured credit agreements 591,245 585,042 Asset-specific financing arrangements 60,235 186,500 Secured revolving credit facility 31,466 86,625 Mortgage loan payable 31,200 31,200 Total $ 3,309,462 $ 2,571,655 All of our investment portfolio financing arrangements are floating rate indexed to Term SOFR except a single fixed-rate mortgage loan secured by an REO property in Houston, TX. 79 Table of Contents As of December 31, 2025, non-mark-to-market financing sources accounted for 82.0% of our total loan portfolio borrowings.
As of December 31, 2024, based on the unpaid principal balance of our total loan exposure, 22.1% of our loans were subject to yield maintenance or other prepayment restrictions and 77.9% were open to repayment without penalty.
As of December 31, 2025, based on the unpaid principal balance of our total loan exposure, 56.3% of our loans were subject to yield maintenance or other prepayment restrictions and 43.7% were open to repayment without penalty.
The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash balances (dollars in thousands): Year Ended December 31, 2024 2023 Cash flows provided by operating activities $ 112,131 $ 80,126 Cash flows provided by investing activities 440,510 1,095,385 Cash flows (used in) provided by financing activities (569,176) (1,222,808) Net change in cash, cash equivalents, and restricted cash $ (16,535) $ (47,297) Operating Activities During the year ended December 31, 2024 and 2023, cash flows provided by operating activities totaled $112.1 million and $80.1 million, respectively, primarily related to the change in accrued expenses and other assets during the period.
The following table provides a breakdown of the net change in our cash, cash equivalents, and restricted cash balances (dollars in thousands): Year Ended December 31, 2025 2024 Cash flows provided by operating activities $ 90,361 $ 112,131 Cash flows (used in) provided by investing activities (789,708) 440,510 Cash flows provided by (used in) financing activities 597,131 (569,176) Net change in cash, cash equivalents, and restricted cash $ (102,216) $ (16,535) Operating Activities During the year ended December 31, 2025 and 2024, cash flows provided by operating activities totaled $90.4 million and $112.1 million, respectively, primarily related to the change in accrued expenses and other assets during the period.
Net interest income decreased $4.6 million compared to the three months ended September 30, 2024. • Generated Distributable Earnings of $7.8 million, compared to $23.0 million for the three months ended September 30, 2024, a decrease of $15.2 million. • Recorded a decrease to our allowance for credit losses on our loan portfolio of $5.3 million, for a total allowance for credit losses of $64.0 million, or 187 basis points of total loan commitments of $3.4 billion. • Declared a common stock dividend of $0.24 per common share for the three months ended December 31, 2024.
Net interest income decreased $2.8 million compared to the three months ended September 30, 2025. • Generated Distributable Earnings of $18.5 million, compared to $19.9 million for the three months ended September 30, 2025, a decrease of $1.4 million. • Recorded an increase to our allowance for credit losses on our loan portfolio of $11.3 million, for a total allowance for credit losses of $77.4 million, or 180 basis points of total loan commitments of $4.3 billion. • Declared a common stock dividend of $0.24 per common share for the three months ended December 31, 2025.
For the three months ended December 31, 2024, we generated interest income of $69.0 million and incurred interest expense of $44.3 million, which resulted in net interest income of $24.7 million. 72 Table of Contents The following table details overall statistics for our loans held for investment portfolio as of December 31, 2024 (dollars in thousands): Balance sheet portfolio Total loan exposure (1) Number of loans (1) 45 45 Floating rate loans 99.7 % 99.7 % Total loan commitments $ 3,412,016 $ 3,412,016 Unpaid principal balance (2) $ 3,284,510 $ 3,284,510 Unfunded loan commitments (3) $ 127,866 $ 127,866 Amortized cost $ 3,278,588 $ 3,278,588 Weighted average credit spread 3.7 % 3.7 % Weighted average all-in yield (4) 8.3 % 8.3 % Weighted average term to extended maturity (in years) (5) 2.4 2.4 Weighted average LTV (6) 66.1 % 66.1 % _________________________________ (1) In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party.
For the three months ended December 31, 2025, we generated interest income of $74.4 million and incurred interest expense of $49.0 million, which resulted in net interest income of $25.4 million. 74 Table of Contents The following table details overall statistics for our loans held for investment portfolio as of December 31, 2025 (dollars in thousands): Balance sheet portfolio Total loan exposure (1) Number of loans (1) 50 50 Floating rate loans 99.7 % 99.7 % Total loan commitments $ 4,290,603 $ 4,290,603 Unpaid principal balance (2) $ 4,118,050 $ 4,118,050 Unfunded loan commitments (3) $ 173,595 $ 173,595 Amortized cost $ 4,103,022 $ 4,103,022 Weighted average credit spread 3.2 % 3.2 % Weighted average all-in yield (4) 7.1 % 7.1 % Weighted average term to extended maturity (in years) (5) 3.0 3.0 Weighted average LTV (6) 65.7 % 65.7 % _________________________________ (1) In certain instances, we create structural leverage through the co-origination or non-recourse syndication of a senior loan interest to a third-party.
On December 18, 2023, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $19.2 million in the aggregate, for the fourth quarter of 2023. The common stock dividend was paid on January 25, 2024 to the holders of record of our common stock as of December 29, 2023.
On December 12, 2025, our Board of Directors declared and approved a cash dividend of $0.24 per share of common stock, or $19.4 million in the aggregate, for the fourth quarter of 2025. The common stock dividend was paid on January 23, 2026 to the holders of record of our common stock as of December 26, 2025.
As of December 31, 2024, based on unpaid principal balance, 22.1% of our loans were subject to yield maintenance or other prepayment restrictions and 77.9% were open to repayment by the borrower without penalty.
As of December 31, 2025, based on unpaid principal balance, 56.3% of our loans were subject to yield maintenance or other prepayment restrictions and 43.7% were open to repayment by the borrower without penalty.
The weighted average term assumes all extension options of the collateral loan asset are exercised by the borrower. 81 Table of Contents Collateralized Loan Obligations As of December 31, 2024, we had three collateralized loan obligations, TRTX 2022-FL5, TRTX 2021-FL4, and TRTX 2019-FL3, totaling $1.7 billion, financing $2.3 billion, or 68.6%, of our loans held for investment portfolio.
The weighted average term assumes all extension options of the collateral loan asset are exercised by the borrower. 83 Table of Contents Collateralized Loan Obligations As of December 31, 2025, we had three collateralized loan obligations, TRTX 2025-FL7, TRTX 2025-FL6, and TRTX 2022-FL5, totaling $2.6 billion, financing $3.0 billion, or 73.8%, of our loans held for investment portfolio.
(11) This loan is comprised of a first mortgage loan of $72.2 million and a contiguous mezzanine loan of $78.3 million, both of which we own. Each loan carries the same interest rate.
(9) This loan is comprised of a first mortgage loan of $180.0 million and a contiguous mezzanine loan of $105.0 million, both of which we own. Each loan carries the same interest rate. (10) The loan is comprised of a first mortgage loan of $245.0 million and a contiguous mezzanine loan of $11.3 million, both of which we own.
(12) This loan represents a 41.2% pari passu participation interest in a first mortgage loan, that was originated by a third party on August 31, 2021 and acquired by us on September 1, 2022. (13) This loan was originated by a third party on June 9, 2021 and acquired by us on September 1, 2022. 99 Table of Contents
(12) This loan represents a 56.7% pari passu participation interest in a first mortgage loan, that was co-originated by us and a third-party. (13) This loan was originated by a third-party on June 9, 2021 and acquired by us on September 1, 2022.
The following table details the net floating rate exposure of our loan portfolio by unpaid principal balance as of December 31, 2024 (dollars in thousands): Net exposure Floating rate mortgage loan assets (1) $ 3,276,400 Floating rate mortgage loan liabilities (1)(2) (2,540,455) Total floating rate mortgage loan exposure, net $ 735,945 __________________________________ (1) As of December 31, 2024, all of our floating rate mortgage loan assets and all of our outstanding floating rate mortgage loan liabilities were subject to Term SOFR as the benchmark interest rate.
The following table details the net floating rate exposure of our loan portfolio by unpaid principal balance as of December 31, 2025 (dollars in thousands): Net exposure Floating rate mortgage loan assets (1) $ 4,109,257 Floating rate mortgage loan liabilities (1)(2) (3,278,262) Total floating rate mortgage loan exposure, net $ 830,995 __________________________________ (1) As of December 31, 2025, all of our floating rate mortgage loan assets and all of our outstanding floating rate mortgage loan liabilities were subject to Term SOFR as the benchmark interest rate.
As of December 31, 2024, 66.2% of our borrowings were pursuant to our CRE CLO vehicles, 26.4% were pursuant to our secured credit agreements and secured revolving credit facility and 7.4% were pursuant to our asset-specific financing arrangements. Non-mark-to-market financing comprised 77.0% of total loan portfolio borrowings as of December 31, 2024.
As of December 31, 2025, 79.2% of our borrowings were pursuant to our CRE CLO vehicles, 19.0% were pursuant to our secured credit agreements and secured revolving credit facility and 1.8% were pursuant to our asset-specific financing arrangements. Non-mark-to-market financing comprised 82.0% of total loan portfolio borrowings as of December 31, 2025.
Full Year 2024 Activity Operating Results: • Recognized Net income attributable to common stockholders of $59.7 million, or $0.75 per diluted share, and Distributable Earnings of $76.5 million or $0.96 per diluted share. • Produced Net interest income of $108.3 million, resulting from interest income of $307.1 million and interest expense of $198.9 million. • Declared dividends of $78.7 million, or $0.96 per common share, representing a 11.3% annualized dividend yield based on the December 31, 2024 closing price of $8.50.
Full Year 2025 Activity Operating Results: • Recognized Net income attributable to common stockholders of $45.5 million, or $0.57 per diluted share, and Distributable Earnings of $76.8 million or $0.97 per diluted share. • Produced Net interest income of $103.8 million, resulting from interest income of $290.2 million and interest expense of $186.5 million. • Declared dividends of $77.9 million, or $0.96 per common share, representing a 11.1% annualized dividend yield based on the December 31, 2025 closing price of $8.61.
The weighted average interest rate floor on the mortgage loan investment portfolio was 1.84% and the weighted average interest rate floor on the liabilities was 0.10% as of December 31, 2024.
The weighted average interest rate floor on the mortgage loan investment portfolio was 2.66% and the weighted average interest rate floor on the liabilities was 0.08% as of December 31, 2025.
(2) Additional information regarding our consolidated results of operations and financial performance for the three months ended September 30, 2024 can be found in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the SEC on October 29, 2024.
Diluted earnings per common share includes the impact of participating securities outstanding. (2) Additional information regarding our consolidated results of operations and financial performance for the three months ended September 30, 2025 can be found in our Quarterly Report on Form 10-Q for the three months ended September 30, 2025 filed with the SEC on October 28, 2025.
During the year ended December 31, 2024, we recorded a decrease of $5.8 million in our allowance for credit losses resulting in an aggregate CECL reserve of $64.0 million at year-end.
During the year ended December 31, 2025, we recorded an increase of $13.5 million in our allowance for credit losses resulting in an aggregate CECL reserve of $77.4 million at year-end.
For the three months ended December 31, 2024, we recorded net income attributable to common stockholders of $0.09 per diluted common share, a decrease of $0.14 per diluted common share from the three months ended September 30, 2024, of which $0.06 per diluted common share, or $4.6 million, relates to an increase quarter over quarter in our credit loss expense, compared to $0.3 million benefit during the third quarter of 2024.
For the three months ended December 31, 2025, we recorded net income attributable to common stockholders of $0.00 per diluted common share, a decrease of $0.23 per diluted common share from the three months ended September 30, 2025, of which (i) $0.17 per diluted common share relates to an increase quarter over quarter in our credit loss expense, which was a $11.3 million expense during the fourth quarter of 2025 compared to $2.6 million benefit during the third quarter of 2025 and (ii) $0.04 per diluted common share related to a decrease in net interest income.
Credit Loss Expense Credit loss expense decreased by $185.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to a $4.1 million expense recognized during the year ended December 31, 2024 compared to a $189.9 million expense recognized during the comparable period.
Credit Loss (Expense), net Credit loss expense increased by $9.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, due to a $13.9 million expense recognized during the year ended December 31, 2025 compared to a $4.1 million expense recognized during the comparable period.
For the three months ended December 31, 2024, we declared a cash dividend of $0.24 per common share which was paid on January 24, 2025.
For the three months ended December 31, 2025, we declared a cash dividend of $0.24 per common share which was paid on January 23, 2026. Our book value per common share as of December 31, 2025 was $11.07, a decrease of $0.20 per common share from our book value per common share as of December 31, 2024 of $11.27.
One of our REO properties is financed and the remaining seven properties are unencumbered and thus create financing capacity. Additionally, proceeds from the sale of REO properties may provide us with liquidity.
One of our REO properties is financed and the remaining five properties are unencumbered and thus create financing capacity. Additionally, proceeds from the sale of REO properties may provide us with liquidity. For the year ended December 31, 2025, proceeds from the sale of REO totaled $39.4 million.
Subsequent Events For a discussion of subsequent events, see Note 16 to our Consolidated Financial Statements included in this Form 10-K. 97 Table of Contents Loan Portfolio Details The following table provides details with respect to our loans held for investment portfolio on a loan-by-loan basis as of December 31, 2024 (dollars in millions, except loan per square foot/unit): Loan # Form of investment Origination or acquisition date (2) Total loan Principal balance Amortized cost (3) Interest rate All-in yield (4) Fixed / floating Extended maturity (5) City / state Property type Loan type Loan per SQFT / unit LTV (6) Risk rating (7) First mortgage loans (1) 1 Senior Loan (9) 7/28/2022 $ 256.3 $ 253.1 $ 253.1 S + 3.6% S + 3.7% Floating 8/9/2027 San Jose, CA Multifamily Bridge $444,646 Unit 72.7 % 3 2 Senior Loan (10) 8/21/2019 227.1 227.1 227.1 S + 3.0% S + 3.2% Floating 9/9/2026 New York, NY Office Light Transitional $448 Sq ft 65.2 % 3 3 Senior Loan 5/5/2021 215.0 205.6 205.5 S + 4.0% S + 4.2% Floating 5/9/2026 Daly City, CA Life Science Moderate Transitional $544 Sq ft 63.1 % 3 4 Senior Loan (11) 9/18/2019 150.5 150.5 150.5 S + 4.1% S + 4.4% Floating 12/31/2025 New York, NY Office Moderate Transitional $677 Sq ft 65.2 % 3 5 Senior Loan 12/31/2024 129.0 115.5 114.2 S + 3.4% S + 3.7% Floating 1/9/2030 Various, Various Industrial Light Transitional $215 Sq ft 55.3 % 3 6 Senior Loan 5/7/2021 113.0 113.0 113.0 S + 3.5% S + 3.8% Floating 5/9/2026 Towson, MD Multifamily Bridge $136,504 Unit 70.2 % 3 7 Senior Loan 11/13/2024 113.0 109.7 108.9 S + 3.3% S + 3.6% Floating 12/9/2029 Various, Various Multifamily Bridge $112,214 Unit 64.6 % 3 8 Senior Loan 7/20/2021 106.0 106.0 106.0 S + 3.5% S + 3.9% Floating 8/9/2026 Various, NJ Multifamily Bridge $117,796 Unit 71.3 % 3 9 Senior Loan 6/14/2021 102.6 102.6 102.6 S + 3.2% S + 3.5% Floating 7/9/2026 Hayward, CA Life Science Moderate Transitional $277 Sq ft 49.7 % 3 10 Senior Loan 7/3/2024 96.0 95.8 95.0 S + 3.1% S + 3.4% Floating 7/9/2029 Phoenix, AZ Multifamily Bridge $209,150 Unit 68.6 % 3 11 Senior Loan 12/9/2021 94.0 93.0 93.0 S + 3.9% S + 4.2% Floating 12/9/2026 Los Angeles, CA Multifamily Light Transitional $209,258 Unit 78.1 % 3 12 Senior Loan 11/21/2022 87.0 71.6 71.3 S + 5.3% S + 5.6% Floating 12/9/2027 Dallas, TX Office Moderate Transitional $100 Sq ft 60.8 % 3 13 Senior Loan 2/2/2023 86.8 79.1 78.7 S + 5.1% S + 5.4% Floating 3/9/2028 Miami, FL Hotel Bridge $170,866 Unit 58.4 % 3 14 Senior Loan 12/20/2018 78.8 75.3 75.3 S + 4.1% S + 4.4% Floating 1/9/2025 Torrance, CA Mixed-Use Moderate Transitional $218 Sq ft 61.1 % 4 15 Senior Loan 7/28/2022 72.0 72.0 72.0 S + 4.0% S + 4.3% Floating 8/9/2027 Yonkers, NY Multifamily Bridge $400,000 Unit 64.8 % 3 16 Senior Loan (12) 9/1/2022 70.0 70.0 70.0 S + 3.6% S + 3.2% Floating 9/9/2026 Cedar Creek, TX Hotel Bridge $345,825 Unit 61.2 % 3 17 Senior Loan 9/30/2021 69.0 66.6 66.6 S + 3.8% S + 4.1% Floating 10/9/2026 Tampa, FL Multifamily Moderate Transitional $221,154 Unit 64.2 % 3 18 Senior Loan 7/26/2022 67.0 67.0 66.9 S + 4.2% S + 4.5% Floating 8/9/2027 Various, Various Self Storage Light Transitional $166 Sq ft 66.2 % 3 19 Senior Loan 11/30/2021 65.6 63.5 63.5 S + 3.5% S + 3.9% Floating 12/9/2026 St.
Subsequent Events For a discussion of subsequent events, see Note 16 to our Consolidated Financial Statements included in this Form 10-K. 99 Table of Contents Loan Portfolio Details The following table provides details with respect to our loans held for investment portfolio on a loan-by-loan basis as of December 31, 2025 (dollars in millions, except loan per square foot/unit): Loan # Form of investment Origination or acquisition date (2) Total loan Principal balance Amortized cost (3) Interest rate All-in yield (4) Fixed / floating Extended maturity (5) City / state Property type Loan type Loan per SQFT / unit LTV (6) Risk rating (7) First mortgage loans (1) 1 Senior Loan (9) 11/25/2025 $ 285.0 $ 268.3 $ 266.9 S + 2.6% S + 3.0% Floating 12/9/2028 New York City, NY Multifamily Bridge $602,537 Unit 69.5 % 3 2 Senior Loan (10) 7/28/2022 256.3 253.8 253.8 S + 3.6% S + 3.7% Floating 8/9/2027 San Jose, CA Multifamily Bridge $444,646 Unit 72.6 % 3 3 Senior Loan (11) 8/21/2019 227.1 227.1 227.1 S + 3.0% S + 3.2% Floating 9/9/2026 New York, NY Office Light Transitional $448 Sq ft 65.2 % 3 4 Senior Loan (12) 6/26/2025 200.0 194.5 193.0 S + 3.2% S + 3.4% Floating 7/9/2030 Various, Various Industrial Bridge $111 Sq ft 62.8 % 3 5 Senior Loan 5/5/2021 194.5 194.5 194.5 S + 3.4% S + 3.5% Floating 5/9/2028 Daly City, CA Life Science Moderate Transitional $492 Sq ft 63.1 % 3 6 Senior Loan 6/30/2025 173.0 162.1 162.1 S + 2.7% S + 3.0% Floating 7/9/2030 Los Angeles, CA Multifamily Bridge $364,211 Unit 72.1 % 3 7 Senior Loan 12/31/2024 129.0 116.3 115.4 S + 3.4% S + 3.7% Floating 1/9/2030 Various, Various Industrial Light Transitional $215 Sq ft 55.3 % 3 8 Senior Loan 11/13/2024 113.0 110.0 109.5 S + 3.3% S + 3.6% Floating 12/9/2029 Various, Various Multifamily Bridge $112,214 Unit 64.6 % 3 9 Senior Loan 7/20/2021 106.0 106.0 106.0 S + 3.5% S + 3.9% Floating 8/9/2026 Various, NJ Multifamily Bridge $117,796 Unit 71.3 % 3 10 Senior Loan 8/28/2025 101.5 101.5 100.6 S + 3.8% S + 4.1% Floating 9/9/2030 Nashville, TN Hotel Bridge $331,699 Unit 67.7 % 3 11 Senior Loan 11/26/2025 98.5 90.6 89.9 S + 2.5% S + 2.8% Floating 12/9/2030 San Antonio, TX Multifamily Bridge $278,249 Unit 66.1 % 3 12 Senior Loan 11/26/2025 97.0 71.3 70.4 S + 3.1% S + 3.5% Floating 12/9/2030 Glendale, AZ Industrial Moderate Transitional $84 Sq ft 46.9 % 3 13 Senior Loan 10/10/2025 96.5 88.2 87.3 S + 2.7% S + 2.9% Floating 11/9/2030 McDonough, GA Industrial Light Transitional $62 Sq ft 62.8 % 3 14 Senior Loan 12/19/2025 96.5 82.0 81.0 S + 2.6% S + 2.9% Floating 1/9/2031 Myerstown, PA Industrial Light Transitional $82 Sq ft 54.8 % 3 15 Senior Loan 7/3/2024 96.0 96.0 95.5 S + 3.1% S + 3.4% Floating 7/9/2029 Phoenix, AZ Multifamily Bridge $209,150 Unit 68.6 % 3 16 Senior Loan 12/30/2025 95.2 93.8 93.8 S + 2.6% S + 2.9% Floating 1/9/2031 San Antonio, TX Multifamily Bridge $253,733 Unit 68.8 % 3 17 Senior Loan 12/9/2021 94.0 93.0 93.0 S + 3.9% S + 4.2% Floating 12/9/2026 Los Angeles, CA Multifamily Light Transitional $209,258 Unit 78.1 % 3 18 Senior Loan 6/14/2021 92.6 92.6 92.6 S + 3.2% S + 3.5% Floating 7/9/2027 Hayward, CA Life Science Moderate Transitional $250 Sq ft 49.7 % 3 19 Senior Loan 11/21/2022 87.0 77.9 77.9 S + 5.3% S + 5.6% Floating 12/9/2027 Dallas, TX Office Moderate Transitional $100 Sq ft 60.8 % 3 20 Senior Loan 12/20/2018 78.8 76.5 76.5 S + 1.8% S + 1.9% Floating 1/9/2028 Torrance, CA Mixed-Use Moderate Transitional $218 Sq ft 61.1 % 4 21 Senior Loan 6/18/2025 71.5 70.6 70.0 S + 2.7% S + 3.0% Floating 7/9/2030 Charlottesville, VA Multifamily Bridge $314,978 Unit 66.9 % 3 22 Senior Loan 4/29/2025 70.0 69.6 69.4 S + 2.9% S + 3.2% Floating 5/9/2030 Minneapolis, MN Multifamily Bridge $202,312 Unit 67.0 % 3 23 Senior Loan 6/6/2025 68.0 65.3 64.7 S + 2.8% S + 3.1% Floating 6/9/2030 Lauderhill, FL Multifamily Bridge $167,901 Unit 70.7 % 3 24 Senior Loan 7/26/2022 67.0 67.0 67.0 S + 4.2% S + 4.5% Floating 8/9/2027 Various, Various Self Storage Light Transitional $166 Sq ft 66.2 % 3 25 Senior Loan 11/30/2021 65.6 64.8 64.8 S + 3.5% S + 3.9% Floating 12/9/2026 St.
During the year ended December 31, 2023 cash flows provided by investing activities totaled $1.1 billion primarily due to loan repayments of $1.1 billion, proceeds from the sale of loans held for investment of $247.6 million, and proceeds from the sale of real estate owned of $75.4 million, partially offset by new loan originations and acquisitions of $194.7 million, advances on loans of $140.5 million, and capital expenditures related to real estate owned of $5.4 million.
Investing Activities During the year ended December 31, 2025, cash flows used in investing activities totaled $789.7 million primarily due to new loan originations of $1.8 billion, advances on loans of $41.9 million, and capital expenditures related to real estate owned of $6.1 million, partially offset by loan repayments of $983.9 million and proceeds from the sale of real estate owned of $39.4 million.
Net Interest Income Net interest income decreased by $4.6 million to $24.7 million during the three months ended December 31, 2024 compared to $29.3 million for the three months ended September 30, 2024.
Net Interest Income Net interest income decreased by $2.8 million to $25.4 million during the three months ended December 31, 2025 compared to $28.3 million for the three months ended September 30, 2025.
For the year ended December 31, 2024, loan repayments (including $1.2 million of accrued PIK interest) totaled $673.4 million. We held unencumbered loan investments with an aggregate unpaid principal balance of $33.4 million that are eligible to pledge under our existing financing arrangements. We also hold eight REO properties with an aggregate carrying value of $275.8 million.
For the year ended December 31, 2025, loan repayments totaled $987.9 million. We held unencumbered loan investments with an aggregate unpaid principal balance of $127.1 million that are eligible to pledge under our existing financing arrangements. We also hold six REO properties with an aggregate carrying value of $237.7 million.

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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 changeCounterparty Risk The nature of our business requires us to hold our cash and cash equivalents with, and obtain financing from, various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under these various contractual arrangements.
Biggest changeThis exposes us to the risk that these financial institutions may not fulfill their obligations to us under these various contractual arrangements. We seek to mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with what we believe to be high credit-quality institutions.
We generally hold all of our loans to maturity, and do not expect to realize gains or losses on any fixed rate loan we may hold in the future, as a result of movements in market interest rates during future periods.
We generally hold all of our loans to maturity, and do not expect to realize gains or losses on any fixed rate loan we may hold, as a result of movements in market interest rates during future periods.
Increasing prepayment speeds may expose us to the risk that we cannot reinvest loan repayment proceeds promptly in suitable loan investments or other investments, which may cause investment income to decline. 100 Table of Contents Extension Risk Our Manager computes the projected weighted average life of our assets based on assumptions regarding the pace at which individual borrowers will prepay the mortgages or extend.
Increasing prepayment speeds may expose us to the risk that we cannot reinvest loan repayment proceeds promptly in suitable loan investments or other investments, which may cause investment income to decline. 102 Table of Contents Extension Risk Our Manager computes the projected weighted average life of our assets based on assumptions regarding the pace at which individual borrowers will prepay the mortgages or extend.
Also, in such conditions, there is no guarantee that our borrowing arrangements or other arrangements for obtaining leverage will continue to be available or, if available, will be available on terms and conditions acceptable to us. 101 Table of Contents Capital Markets Risk We are exposed to risks related to the equity capital markets and our related ability to raise capital through the issuance of our stock or other equity instruments.
Also, in such conditions, there is no guarantee that our borrowing arrangements or other arrangements for obtaining leverage will continue to be available or, if available, will be available on terms and conditions acceptable to us. 103 Table of Contents Capital Markets Risk We are exposed to risks related to the equity capital markets and our related ability to raise capital through the issuance of our stock or other equity instruments.
As of December 31, 2024, 99.8% of our loans by unpaid principal balance earned a floating rate of interest, subject to the impact of embedded interest rate floors, and were financed with liabilities that require interest payments based on floating rates.
As of December 31, 2025, 99.8% of our loans by unpaid principal balance earned a floating rate of interest, subject to the impact of embedded interest rate floors, and were financed with liabilities that require interest payments based on floating rates.
Loan Portfolio Value We may in the future originate loans that earn a fixed rate of interest on unpaid principal balance. The value of fixed rate loans is sensitive to changes in interest rates.
Loan Portfolio Value We have in the past and may again in the future originate loans that earn a fixed rate of interest on unpaid principal balance. The value of fixed rate loans is sensitive to changes in interest rates.
Accordingly, rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income, subject to the impact of interest rate floors embedded in substantially all of our loans. As of December 31, 2024, the weighted average interest rate floor for our loan portfolio was 1.84%.
Accordingly, rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income, subject to the impact of interest rate floors embedded in substantially all of our loans. As of December 31, 2025, the weighted average interest rate floor for our loan portfolio was 2.66%.
As of December 31, 2024, less than 5.6% of our floating rate liabilities contain an interest rate floor greater than zero. The weighted average interest rate floor for our floating rate mortgage loan liabilities was 0.10% as of December 31, 2024.
As of December 31, 2025, less than 10.0% of our floating rate liabilities contain an interest rate floor greater than zero. The weighted average interest rate floor for our floating rate mortgage loan liabilities was 0.08% as of December 31, 2025.
We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing and terms of capital we raise.
We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing and terms of capital we raise. Counterparty Risk The nature of our business requires us to hold our cash and cash equivalents with, and obtain financing from, various financial institutions.
The following table illustrates the impact on our interest income and interest expense, for the twelve-month period following December 31, 2024, of an immediate increase or decrease in the underlying benchmark interest rate of 25, 50 and 75 basis points on our existing floating rate loans held for investment portfolio and related liabilities (dollars in thousands): Assets (liabilities) subject to interest rate sensitivity (1)(2) Net exposure Income (expense) subject to interest rate sensitivity 25 Basis Point 50 Basis Point 75 Basis Point Increase Decrease Increase Decrease Increase Decrease Floating rate mortgage loan assets $ 3,276,400 Interest income $ 8,191 $ (8,191) $ 16,382 $ (16,297) $ 24,573 $ (24,171) Floating rate mortgage loan liabilities (2,540,455) Interest expense (6,351) 6,351 (12,702) 12,702 (19,053) 19,053 Total floating rate mortgage loan exposure, net $ 735,945 Total change in net interest income $ 1,840 $ (1,840) $ 3,680 $ (3,595) $ 5,520 $ (5,118) __________________________ (1) As of December 31, 2024, all of our floating rate mortgage loan assets and all of our floating rate mortgage loan liabilities were subject to Term SOFR as the benchmark interest rate.
The following table illustrates the impact on our interest income and interest expense, for the twelve-month period following December 31, 2025, of an immediate increase or decrease in the underlying benchmark interest rate of 25, 50 and 75 basis points on our existing floating rate loans held for investment portfolio and related liabilities (dollars in thousands): Assets (liabilities) subject to interest rate sensitivity (1)(2) Net exposure Income (expense) subject to interest rate sensitivity 25 Basis Point 50 Basis Point 75 Basis Point Increase Decrease Increase Decrease Increase Decrease Floating rate mortgage loan assets $ 4,109,257 Interest income $ 10,146 $ (9,920) $ 20,387 $ (18,545) $ 30,660 $ (24,563) Floating rate mortgage loan liabilities (3,278,262) Interest expense (8,196) 8,196 (16,391) 16,391 (24,587) 24,587 Total floating rate mortgage loan exposure, net $ 830,995 Total change in net interest income $ 1,950 $ (1,724) $ 3,996 $ (2,154) $ 6,073 $ 24 __________________________ (1) As of December 31, 2025, all of our floating rate mortgage loan assets and all of our floating rate mortgage loan liabilities were subject to Term SOFR as the benchmark interest rate.
We seek to mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with what we believe to be high credit-quality institutions. The nature of our loans and other investments also exposes us to the risk that our counterparties do not make required interest and principal payments on scheduled due dates.
The nature of our loans and other investments also exposes us to the risk that our counterparties do not make required interest and principal payments on scheduled due dates.
Removed
Global macroeconomic conditions, including, without limitation, heightened inflation, changes to fiscal and monetary policy, sustained higher interest rates, structural shifts and regulatory changes to the commercial banking systems of the U.S. and Western Europe, currency fluctuations, and labor shortages, have contributed to increased volatility in public debt and equity markets, increased cost of funds and reduced availability of efficient debt capital, factors which caused us to moderate our investment activity in 2023 and throughout 2024, and may cause us to restrain our investment activity in the future.

Other TRTX 10-K year-over-year comparisons