What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-07-27 compared with 2022-04-27 · 357 added, 283 removed, 1192 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Cash and cash equivalents $ 283,580 $ 551,154

15 unchanged sentences

Commitments and contingencies — —

Class A common stock, $ 0.01 par value, 400,000,000 shares authorized, 170,283,071 and 168,179,798 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively

Class A common stock, $ 0.01 par value, 400,000,000 shares authorized, 170,295,049 and 168,179,798 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital 5,440,364 5,373,029

6 unchanged sentences

Total Liabilities and Equity $ 25,443,247 $ 22,703,289

The consolidated balance sheets as of March 31, 2022 and December 31, 2021 include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of each respective VIE, and liabilities of consolidated VIEs for which creditors do not have recourse to Blackstone Mortgage Trust, Inc.

As of both March 31, 2022 and December 31, 2021, assets of the consolidated VIEs totaled $ 3.5 billion, and liabilities of the consolidated VIEs totaled $ 2.8 billion.

The consolidated balance sheets as of June 30, 2022 and December 31, 2021 include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of each respective VIE, and liabilities of consolidated VIEs for which creditors do not have recourse to Blackstone Mortgage Trust, Inc.

As of both June 30, 2022 and December 31, 2021, assets of the consolidated VIEs totaled $ 3.5 billion, and liabilities of the consolidated VIEs totaled $ 2.8 billion.

Refer to Note 18 for additional discussion of the VIEs.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Income from loans and other investments

6 unchanged sentences

Total other expenses 39,474 32,214 75,320 62,019

Decrease in current expected credit loss reserve 2,537 1,293

(Increase) decrease in current expected credit loss reserve ( 12,983 ) 50,906 ( 10,446 ) 52,199

Income before income taxes 94,611 132,643 195,020 213,284

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Net income $ 93,865 $ 132,468 $ 194,128 $ 213,008

Other comprehensive (loss) income

Unrealized loss on foreign currency translation ( 45,222 ) ( 34,957 )

Realized and unrealized gain on derivative financial instruments 45,514 35,071

Other comprehensive income 292 114

Unrealized (loss) gain on foreign currency translation ( 130,207 ) 15,553 ( 175,429 ) ( 19,404 )

Realized and unrealized gain (loss) on derivative financial instruments 128,685 ( 16,094 ) 174,199 18,977

Other comprehensive loss ( 1,522 ) ( 541 ) ( 1,230 ) ( 427 )

Comprehensive income 92,343 131,927 192,898 212,581

9 unchanged sentences

Accumulated Other

Comprehensive

(Loss) Income

Comprehensive Income (Loss) Accumulated

Stockholders’

2 unchanged sentences

$ 1,682 $ 5,373,029 $ 8,308 $ ( 794,832 ) $ 4,588,187 $ 30,524 $ 4,618,711

Adoption of ASU 2020-06, See Note 2 — ( 2,431 ) — 1,954 ( 477 ) — ( 477 )

Shares of class A common stock issued, net 21 52,138 — — 52,159 — 52,159

10 unchanged sentences

$ 1,703 $ 5,431,627 $ 8,600 $ ( 798,992 ) $ 4,642,938 $ 26,899 $ 4,669,837

Restricted class A common stock earned — 8,245 — — 8,245 — 8,245

Dividends reinvested — 319 — — 319 — 319

Deferred directors’ compensation — 173 — — 173 — 173

Net income — — — 93,250 93,250 615 93,865

Other comprehensive loss — — ( 1,522 ) — ( 1,522 ) — ( 1,522 )

Dividends declared on common stock and deferred stock units, $ 0.62 per share

— — — ( 105,812 ) ( 105,812 ) — ( 105,812 )

Distributions to non-controlling interests — — — — — ( 2,118 ) ( 2,118 )

Balance at June 30, 2022

$ 1,703 $ 5,440,364 $ 7,078 $ ( 811,554 ) $ 4,637,591 $ 25,396 $ 4,662,987

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Changes in Equity (Unaudited)

(in thousands)

Blackstone Mortgage Trust, Inc.

Stock Additional Paid-

Accumulated Other

Comprehensive Income (Loss) Accumulated

Stockholders’

Non-Controlling

Balance at December 31, 2020

$ 1,468 $ 4,702,713 $ 11,170 $ ( 829,284 ) $ 3,886,067 $ 18,164 $ 3,904,231

Adoption of ASU 2020-06, See Note 2 — ( 2,431 ) — 1,954 ( 477 ) — ( 477 )

Shares of class A common stock issued, net 2 — — — 2 — 2

10 unchanged sentences

$ 1,470 $ 4,711,000 $ 11,284 $ ( 840,731 ) $ 3,883,023 $ 21,070 $ 3,904,093

Restricted class A common stock earned — 7,895 — — 7,895 — 7,895

Dividends reinvested — 211 — — 211 — 211

Deferred directors’ compensation — 125 — — 125 — 125

Net income — — — 131,595 131,595 873 132,468

Other comprehensive loss — — ( 541 ) — ( 541 ) — ( 541 )

Dividends declared on common stock and deferred stock units, $ 0.62 per share

— — — ( 91,347 ) ( 91,347 ) — ( 91,347 )

Contributions from non-controlling interests — — — — — 14,745 14,745

Distributions to non-controlling interests — — — — — ( 10,694 ) ( 10,694 )

Balance at June 30, 2021

$ 1,470 $ 4,719,231 $ 10,743 $ ( 800,483 ) $ 3,930,961 $ 25,994 $ 3,956,955

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

4 unchanged sentences

Amortization of deferred financing costs and premiums/ discount on debt obligations 22,059 19,277

Decrease in current expected credit loss reserve ( 2,537 ) ( 1,293 )

Increase (decrease) in current expected credit loss reserve 10,446 ( 52,199 )

Unrealized gain on assets denominated in foreign currencies, net ( 31 ) ( 7,065 )

Unrealized loss on derivative financial instruments, net 684 3,755

Unrealized (gain) loss on derivative financial instruments, net ( 713 ) 635

Realized (gain) loss on derivative financial instruments, net ( 4,326 ) 3,119

16 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from financing activities

1 unchanged sentence

Repayments under secured debt ( 2,183,131 ) ( 3,332,395 )

Proceeds from issuance of securitized debt obligations — 803,750

Repayment of securitized debt obligations — ( 888,763 )

4 unchanged sentences

Repayments of term loans ( 6,869 ) ( 6,625 )

Net proceeds from issuance of convertible notes 294,000 —

Repayment of convertible notes ( 402,500 ) —

Payment of deferred financing costs ( 30,489 ) ( 22,811 )

1 unchanged sentence

Distributions to non-controlling interests ( 11,359 ) ( 21,874 )

Net proceeds from issuance of convertible notes 294,000 —

Repayment of convertible notes ( 64,650 ) —

Net proceeds from issuance of class A common stock 52,155 —

1 unchanged sentence

Net cash provided by financing activities 2,964,231 806,118

Net decrease in cash and cash equivalents ( 238,559 ) ( 8,850 )

Cash and cash equivalents at beginning of period 551,154 289,970

Effects of currency translation on cash and cash equivalents ( 3,170 ) ( 994 )

Cash and cash equivalents at end of period $ 309,425 $ 280,126

Net (decrease) increase in cash, cash equivalents, and restricted cash ( 256,629 ) 46,519

Cash, cash equivalents, and restricted cash at beginning of period 551,154 289,970

Effects of currency translation on cash, cash equivalents, and restricted cash ( 10,945 ) 3,063

Cash, cash equivalents, and restricted cash at end of period $ 283,580 $ 339,552

Supplemental disclosure of cash flows information

6 unchanged sentences

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements (Unaudited)

References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us” or “our” refer to Blackstone Mortgage Trust, Inc.

27 unchanged sentences

The entity that consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

In the third quarter of 2018, we contributed a loan to a single asset securitization vehicle, or the 2018 Single Asset Securitization, which is a VIE, and invested in the related subordinate position.

We were not the primary beneficiary of the VIE because we did not have the power to direct the activities that most significantly affected the VIE’s economic

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

performance and, therefore, did not consolidate the 2018 Single Asset Securitization on our balance sheet.

We were not the primary beneficiary of the VIE because we did not have the power to direct the activities that most significantly affected the VIE’s economic performance and, therefore, did not consolidate the 2018 Single Asset Securitization on our balance sheet.

We classified the subordinate position we owned as a held-to-maturity debt security that is included in other assets on our consolidated balance sheets.

During the three months ended March 31, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.

During the six months ended June 30, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.

Refer to Note 18 for additional discussion of our VIEs.

11 unchanged sentences

While vaccine availability and uptake has increased, the longer-term macro-economic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries, including the collateral underlying certain of our loans.

Moreover, with the potential for new strains of COVID-19 to emerge, governments and businesses may re-impose aggressive measures to help slow its spread in the future.

Moreover, with the potential for new strains of COVID-19 or outbreaks of other infectious diseases, governments and businesses may re-impose aggressive measures to help slow the spread of infectious diseases in the future.

For this reason, among others, as the COVID-19 pandemic continues, the potential global impacts are uncertain and difficult to assess.

We believe the estimates and assumptions underlying our consolidated financial statements are reasonable and supportable based on the information available as of March 31, 2022, however uncertainty over the ultimate impact of COVID-19 on the global economy generally, and our business in particular, makes any estimates and assumptions as of March 31, 2022 inherently less certain than they would be absent the current and potential impacts of COVID-19 and geopolitical events.

We believe the estimates and assumptions underlying our consolidated financial statements are reasonable and supportable based on the information available as of June 30, 2022, however uncertainty over the ultimate impact of COVID-19, rising inflation and increases in interest rates on the global economy generally, and our business in particular, makes any estimates and assumptions as of June 30, 2022 inherently less certain than they would be absent the current and potential impacts of COVID-19, macroeconomic changes, and geopolitical events.

Actual results may ultimately differ materially from those estimates.

2 unchanged sentences

Recognition of fees, premiums, and discounts associated with these investments is deferred and recorded over the term of the loan or debt security as an adjustment to yield.

Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in the opinion of our Manager, recovery of income and principal becomes doubtful.

Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in our opinion, recovery of income and principal becomes doubtful.

Interest received is then recorded as a reduction in the outstanding principal balance until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed.

5 unchanged sentences

We have not experienced, and do not expect, any losses on our cash or cash equivalents.

As of both March 31, 2022 and December 31, 2021, we had no restricted cash on our consolidated balance sheets.

Through our subsidiaries, we have oversight of certain servicing accounts held with third-party servicers, or Servicing Accounts, which relate to borrower escrows and other cash balances aggregating $ 421.8 million and $ 531.2 million as of March 31, 2022 and December 31, 2021, respectively.

This cash is maintained in segregated bank accounts, and these amounts are not included in the assets and liabilities presented in our consolidated balance sheets.

Cash in these Servicing Accounts will be transferred by the respective third-party servicer to the borrower or us under the terms of the applicable

Restricted cash represents cash collateral held within our 2021 FL4 collateralized loan obligation.

See Note 6 for further discussion of the 2021 FL4 collateralized loan obligation.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

loan agreement upon occurrence of certain future events.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash on our consolidated balance sheets to the total amount shown on our consolidated statements of cash flows ($ in thousands):

June 30, 2022 June 30, 2021

Cash and cash equivalents $ 283,580 $ 289,552

2021 FL4 CLO restricted cash — 50,000

Total cash, cash equivalents, and restricted cash shown in our consolidated statements of cash flows $ 283,580 $ 339,552

Through our subsidiaries, we have oversight of certain servicing accounts held with third-party servicers, or Servicing Accounts, which relate to borrower escrows and other cash balances aggregating $ 623.3 million and $ 531.2 million as of June 30, 2022 and December 31, 2021, respectively.

This cash is maintained in segregated bank accounts, and these amounts are not included in the assets and liabilities presented in our consolidated balance sheets.

Cash in these Servicing Accounts will be transferred by the respective third-party servicer to the borrower or us under the terms of the applicable loan agreement upon occurrence of certain future events.

We do not generate any revenue or incur any expenses as a result of these Servicing Accounts.

15 unchanged sentences

To estimate the historic loan losses relevant to our portfolio, we have augmented our historical loan performance, with market loan loss data licensed from Trepp LLC.

This database includes commercial mortgage-backed securities, or CMBS, issued since January 1, 1999 through February 28, 2022.

Within this database, we focused our historical loss reference calculations on the most relevant subset of available CMBS data, which we determined based on loan metrics that are most comparable to our loan portfolio including asset type, geography, and origination loan-to-value, or LTV.

This database includes commercial mortgage-backed securities, or CMBS, issued since January 1, 1999 through May 31, 2022.

Within this database, we focused our historical loss reference calculations on the most relevant subset of available CMBS data, which we determined based on loan metrics that are most comparable to

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

our loan portfolio including asset type, geography, and origination loan-to-value, or LTV.

We believe this CMBS data, which includes month-over-month loan and property performance, is the most relevant, available, and comparable dataset to our portfolio.

6 unchanged sentences

WARM method that incorporates a subset of historical loss data, expected weighted-average remaining maturity of our loan pool, and an economic view.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

WARM method that incorporates a subset of historical loss data, expected weighted average remaining maturity of our loan pool, and an economic view.

6 unchanged sentences

The CECL reserve is assessed on an individual basis for these loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan.

These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by our Manager.

Actual losses, if any, could ultimately differ materially from these estimates.

7 unchanged sentences

The considerations in estimating our CECL reserve for unfunded loan commitments are similar to those used for the related outstanding loan receivables.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Credit Quality Indicator

Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve.

Our Manager performs a quarterly risk review of our portfolio of loans, and assigns each loan a risk rating based on a variety of factors, including, without limitation, LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship.

We perform a quarterly risk review of our portfolio of loans, and assigns each loan a risk rating based on a variety of factors, including, without limitation, LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship.

Based on a 5-point scale, our loans are rated “l” through “5,” from less risk to greater risk, relative to our loan portfolio in the aggregate, which ratings are defined as follows:

7 unchanged sentences

In addition to the WARM method computations and probability-weighted models described above, our CECL reserve is also adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans.

These estimations include unemployment rates, interest rates, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term.

These estimations include unemployment rates, interest rates, expectations of inflation and/or recession, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term.

In addition to the CMBS data we have licensed from Trepp LLC, we have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on our loan portfolio’s performance.

These estimations require significant judgments about future events that, while

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of March 31, 2022.

These estimations require significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of June 30, 2022.

Derivative Financial Instruments

11 unchanged sentences

To the extent a derivative does not qualify for hedge accounting and is deemed a non-designated hedge, the changes in its fair value are included in net income concurrently.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Secured Debt and Asset-Specific Debt

6 unchanged sentences

When the sales are recognized, our balance sheet only includes our remaining subordinate loan and not the non-consolidated senior interest we sold.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

We record our term loans as liabilities on our consolidated balance sheets.

20 unchanged sentences

Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

ASC 820 also establishes a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring financial instruments.

5 unchanged sentences

Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument.

These inputs require significant judgment or estimation by

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

management of third-parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2.

The estimated value of each asset reported at fair value using Level 3 inputs is determined by an internal committee composed of members of senior management of our Manager, including our Chief Executive Officer, Chief Financial Officer, and other senior officers.

These inputs require significant judgment or estimation by management of third-parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2.

The estimated value of each asset reported at fair value using Level 3 inputs is determined by an internal committee composed of members of our senior management, including our Chief Executive Officer, Chief Financial Officer, and other senior officers.

Certain of our other assets are reported at fair value, as of quarter-end, either (i) on a recurring basis or (ii) on a nonrecurring basis, as a result of impairment or other events.

1 unchanged sentence

We generally value our assets recorded at fair value by either (i) discounting expected cash flows based on assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from third-party dealers.

For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our Manager’s estimation of the fair value of the underlying collateral, less costs to sell, to the book value of the respective loan.

During the year ended December 31, 2021, we charged-off $ 14.4 million of the $ 14.8 million asset-specific CECL reserve, and reversed the remaining $ 360,000 CECL reserve, related to one of our loans receivable.

As of March 31, 2022, we had a $ 54.9 million CECL reserve specifically related to one of our loans receivable with an outstanding principal balance of $ 286.3 million, net of cost-recovery proceeds.

The CECL reserve was recorded based on our Manager’s estimation of the fair value of the loan’s underlying collateral as of March 31, 2022.

For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our estimation of the fair value of the underlying collateral, less costs to sell, to the book value of the respective loan.

As of June 30, 2022, we had a $ 54.9 million CECL reserve specifically related to one of our loans receivable with an outstanding principal balance of $ 286.3 million, net of cost-recovery proceeds.

The CECL reserve was recorded based on our estimation of the fair value of the loan’s underlying collateral as of June 30, 2022.

This loan receivable is therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and is classified as a Level 3 asset in the fair value hierarchy.

6 unchanged sentences

• Loans receivable, net:

The fair values of these loans were estimated by our Manager based on a discounted cash flow methodology, taking into consideration various factors including capitalization rates, discount rates, leasing, credit worthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by our Manager.

The fair values of these loans were estimated using a discounted cash flow methodology, taking into consideration various factors including capitalization rates, discount rates, leasing, credit worthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors.

• Debt securities held-to-maturity:

The fair value of these instruments was estimated by utilizing third-party pricing service providers assuming the securities are not sold prior to maturity.

In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.

In determining the value of a particular

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.

• Derivative financial instruments:

5 unchanged sentences

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

• Asset-specific debt, net:

21 unchanged sentences

Our restricted class A common stock is considered a participating security, as defined by GAAP, and has been included in our Basic EPS under the two-class method as these restricted shares have the same rights as our other shares of class A common stock, including participating in any gains or losses.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Diluted earnings per share, or Diluted EPS, is determined using the if-converted method, and is based on (i) the net earnings, adjusted for interest expense incurred on our convertible notes during the relevant period, net of incentive fees, allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common stock, deferred stock units, and shares of class A common stock issuable under our convertible notes.

7 unchanged sentences

dollars at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

translation adjustments arising from the translation of non-U.S.

Cumulative translation adjustments arising from the translation of non-U.S.

dollar denominated subsidiaries are recorded in other comprehensive income (loss).

22 unchanged sentences

We continue to evaluate the impact of ASU 2020-04 and may apply other elections, as applicable, as the market transition from IBORs to alternative reference rates continues to develop.

In August 2020, the FASB issued ASU 2020-06, described above under "Convertible Notes".

We adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method of transition, which resulted in an aggregate decrease to our additional paid-in capital of $ 2.4 million, an aggregate decrease to our accumulated deficit of $ 2.0 million, and an aggregate increase to our convertible notes, net, of $ 476,000 , as of January 1, 2022.

In addition, the adoption of ASU 2020-06 decreased our diluted earnings per share by $ 0.01 for the three months ended March 31, 2022.

In August 2020, the FASB issued ASU 2020-06, described above under “Convertible Notes.” We adopted ASU 2020-06 on January 1, 2022, using the modified retrospective method of transition, which resulted in an aggregate decrease to our additional paid-in capital of $ 2.4 million, an aggregate decrease to our accumulated deficit of $ 2.0 million, and an aggregate increase to our convertible notes, net, of $ 476,000 , as of January 1, 2022.

In addition, the adoption of ASU 2020-06 decreased our diluted earnings per share by $ 0.02 for the six months ended June 30, 2022.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Reference Rate Reform

3 unchanged sentences

Further, on March 15, 2022, the Consolidated Appropriations Act of 2022, which includes the Adjustable Interest Rate (LIBOR) Act, was signed into law in the U.S.

This legislation establishes a uniform benchmark replacement process for financial contracts that mature after June 30, 2023 which do not contain clearly defined or practicable fallback provisions.

This legislation establishes a uniform benchmark replacement process for financial contracts maturing after June 30, 2023 that do not contain clearly defined or practicable fallback provisions.

The legislation also creates a safe harbor that shields lenders from litigation if they choose to utilize a replacement rate recommended by the Board of Governors of the Federal Reserve.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S.

financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated using short-term repurchase agreements backed by Treasury securities, as its preferred alternative rate for USD LIBOR.

Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee composed of large U.S.

financial institutions, has identified the Secured Overnight Financing Rate, or SOFR, a new index calculated using short-term repurchase agreements backed by U.S.

Treasury securities, as its preferred alternative rate for USD LIBOR.

As of June 30, 2022, one-month SOFR is utilized as the floating benchmark rate on 43 of our loans, the financing provided on the 2020 FL3 and 2020 FL2 CLOs, one of our asset-specific financings, and certain borrowings under eight of our credit facilities.

As of June 30, 2022, the one-month SOFR was 1.69 % and one-month USD LIBOR was 1.79 %.

Additionally, market participants have started to transition from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K.

As of March 31, 2022, one-month SOFR is utilized as the floating benchmark rate on 37 of our loans, the financing provided on the 2020 FL3 and 2020 FL2 CLOs, and certain borrowings under eight of our credit facilities.

As of March 31, 2022, the one-month SOFR was 0.30 % and one-month USD LIBOR was 0.45 %.

Additionally, as of March 31, 2022, daily compounded SONIA is utilized as the floating benchmark rate for all of our floating rate British Pound Sterling loans and related financings.

As of June 30, 2022, daily compounded SONIA is utilized as the floating benchmark rate for all of our floating rate British Pound Sterling loans and related financings.

At this time, it is not possible to predict how markets will respond to SOFR, SONIA, or other alternative reference rates as the transition away from USD LIBOR and GBP LIBOR proceeds.

1 unchanged sentence

However, multi-rate environments may persist in these markets as regulators and working groups have suggested market participants adopt alternative reference rates.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

LOANS RECEIVABLE, NET

The following table details overall statistics for our loans receivable portfolio ($ in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Number of loans 205 188

11 unchanged sentences

(2) The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include USD LIBOR, SOFR, SONIA, GBP LIBOR, EURIBOR, and other indices, as applicable to each loan.

As of March 31, 2022, 99.6 % of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR.

The other 0.4 % of our loans earned a fixed rate of interest.

As of June 30, 2022, substantially all of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR.

As of December 31, 2021, 99.5 % of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR.

The other 0.5 % of our loans earned a fixed rate of interest.

We reflect our fixed rate loans as a spread over the relevant floating benchmark rates, as of March 31, 2022 and December 31, 2021, respectively, for purposes of the weighted-averages.

In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees.

1 unchanged sentence

(3) Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date.

As of March 31, 2022, 59 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 41 % were open to repayment by the borrower without penalty.

As of June 30, 2022, 58 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 42 % were open to repayment by the borrower without penalty.

As of December 31, 2021, 56 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 44 % were open to repayment by the borrower without penalty.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the index rate floors for our loans receivable portfolio as of March 31, 2022 ($ in thousands):

The following table details the index rate floors for our loans receivable portfolio as of June 30, 2022 ($ in thousands):

Loans Receivable Principal Balance

5 unchanged sentences

1.01% to 1.50% floor 2,421,615 59,366 2,480,981

1.51% to 2.00% floor 687,584 — 687,584

2.01% or more floor 216,126 49,160 265,286

2 unchanged sentences

(2) Includes a $ 286.3 million loan accounted for under the cost-recovery method.

(3) As of March 31, 2022, the weighted-average index rate floor of our loan portfolio was 0.33 %.

Excluding 0.0% index rate floors, the weighted-average index rate floor was 0.58 %.

(3) As of June 30, 2022, the weighted-average index rate floor of our loan portfolio was 0.32 %.

Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 0.58 %.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Activity relating to our loans receivable portfolio was as follows ($ in thousands):

8 unchanged sentences

Amortization of fees and other items — 37,624 37,624

Loans Receivable, as of March 31, 2022

Loans Receivable, as of June 30, 2022

$ 25,001,207 $ ( 169,661 ) $ 24,831,546

CECL reserve ( 133,024 )

Loans Receivable, net, as of March 31, 2022

Loans Receivable, net, as of June 30, 2022

(1) Other items primarily consist of purchase and sale discounts or premiums, exit fees, and deferred origination expenses.

2 unchanged sentences

The tables below detail the property type and geographic distribution of the properties securing the loans in our portfolio ($ in thousands):

March 31, 2022

June 30, 2022

Property Type Number of

20 unchanged sentences

United Kingdom 20 3,179,066 3,210,116 12

Australia 5 1,451,073 1,463,974 6

Spain 4 1,241,840 1,247,087 5

Ireland 2 1,103,546 1,109,382 4

Australia 4 539,090 543,807 2

Sweden 1 482,377 486,202 2

7 unchanged sentences

See Note 2 for further discussion.

Total loan exposure encompasses the entire loan we originated and financed, including $ 1.8 billion of such non-consolidated senior interests as of March 31, 2022.

Total loan exposure encompasses the entire loan we originated and financed, including $ 1.5 billion of such non-consolidated senior interests as of June 30, 2022.

Blackstone Mortgage Trust, Inc.

41 unchanged sentences

Loan Risk Ratings

As further described in Note 2, our Manager evaluates our loan portfolio on a quarterly basis.

In conjunction with our quarterly loan portfolio review, our Manager assesses the risk factors of each loan, and assigns a risk rating based on several factors.

As further described in Note 2, we evaluate our loan portfolio on a quarterly basis.

In conjunction with our quarterly loan portfolio review, we assess the risk factors of each loan, and assign a risk rating based on several factors.

Factors considered in the assessment include, but are not limited to, risk of loss, current LTV, debt yield, collateral performance, structure, exit plan, and sponsorship.

3 unchanged sentences

The following table allocates the principal balance and net book value of our loans receivable based on our internal risk ratings ($ in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Exposure (1)(2)

9 unchanged sentences

See Note 2 for further discussion.

Total loan exposure encompasses the entire loan we originated and financed, including $ 1.8 billion and $ 1.5 billion of such non-consolidated senior interests as of March 31, 2022 and December 31, 2021, respectively.

Total loan exposure encompasses the entire loan we originated and financed, including $ 1.5 billion of such non-consolidated senior interests as of both June 30, 2022 and December 31, 2021, respectively.

(2) Excludes investment exposure to the 2018 Single Asset Securitization of $ 379.3 million as of December 31, 2021.

See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization.

The weighted-average risk rating of our total loan exposure was 2.8 as of both March 31, 2022 and December 31, 2021.

The weighted-average risk rating of our total loan exposure was 2.8 as of both June 30, 2022 and December 31, 2021.

Current Expected Credit Loss Reserve

1 unchanged sentence

Refer to Note 2 for further discussion of our CECL reserve.

The following table presents the activity in our loans receivable CECL reserve by investment pool for the three months ended March 31, 2022 and 2021 ($ in thousands):

The following table presents the activity in our loans receivable CECL reserve by investment pool for the three and six months ended June 30, 2022 and 2021 ($ in thousands):

Loans Non-U.S.

2 unchanged sentences

$ 26,885 $ 10,263 $ 32,657 $ 54,874 $ 124,679

Increase (decrease) in CECL reserve 1,539 ( 3,134 ) 146 — ( 1,449 )

Decrease in CECL reserve ( 644 ) ( 54 ) ( 1,760 ) — ( 2,458 )

CECL reserve as of March 31, 2022

$ 26,241 $ 10,209 $ 30,897 $ 54,874 $ 122,221

Increase in CECL reserve 7,070 1,135 2,598 — 10,803

CECL reserve as of June 30, 2022

$ 33,311 $ 11,344 $ 33,495 $ 54,874 $ 133,024

CECL reserve as of December 31, 2020

$ 42,995 $ 27,734 $ 33,159 $ 69,661 $ 173,549

Decrease in CECL reserve ( 644 ) ( 54 ) ( 1,760 ) — ( 2,458 )

Increase (decrease) in CECL reserve 1,539 ( 3,134 ) 146 — ( 1,449 )

CECL reserve as of March 31, 2021

$ 44,534 $ 24,600 $ 33,305 $ 69,661 $ 172,100

Changes to the CECL reserve are recognized through net income on our consolidated statements of operations.

During the three months ended March 31, 2022, we recorded a decrease of $ 2.5 million in the current expected credit loss reserve against our loans receivable portfolio, bringing our total CECL reserve to $ 122.2 million as of March 31, 2022.

During the three months ended March 31, 2021, we recorded a decrease of $ 1.4 million in the current expected credit loss reserve against our loans receivable portfolio, bringing our total CECL reserve to $ 172.1 million as of March 31, 2021.

Previously, we entered into loan modifications related to a multifamily asset in New York City, which are classified as troubled debt restructurings under GAAP, as of March 31, 2022.

During the three months ended December 31, 2021, the borrower committed significant additional capital to the property and engaged new management to oversee property operations, and we reduced the loan's outstanding principal balance to $ 37.5 million, which remains unchanged as of March 31, 2022.

As a result of the modification, during the three months ended December 31, 2021, we charged-off $ 14.4 million of the $ 14.8 million asset-specific CECL reserve we recorded on this loan, and reversed the remaining

Decrease in CECL reserve ( 26,861 ) ( 15,771 ) ( 523 ) — ( 43,155 )

CECL reserve as of June 30, 2021

$ 17,673 $ 8,829 $ 32,782 $ 69,661 $ 128,945

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

$ 360,000 CECL reserve.

We have no remaining asset-specific CECL reserve against this loan as of March 31, 2022.

Previously, we entered into loan modifications related to a multifamily asset in New York City, which were classified as troubled debt restructurings under GAAP.

We have no remaining asset-specific CECL reserve against this loan as of June 30, 2022.

The loan is paying interest income current and we resumed income accrual for this loan as of December 31, 2021.

No income was recorded on this loan during the three months ended March 31, 2021 .

Previously, we entered into a loan modification related to a hospitality asset in New York City, which is classified as a troubled debt restructuring under GAAP, as of March 31, 2022.

As of March 31, 2022, the CECL reserve on this loan was $ 54.9 million.

No income was recorded on this loan during both the three months ended March 31, 2022 and 2021.

This loan has an outstanding principal balance of $ 286.3 million, net of cost-recovery proceeds, as of March 31, 2022.

The CECL reserve was recorded based on our estimation of the fair value of the loan’s underlying collateral as of March 31, 2022.

No income was recorded on this loan during the six months ended June 30, 2021.

Previously, we entered into a loan modification related to a hospitality asset in New York City, which is classified as a troubled debt restructuring under GAAP.

As of June 30, 2022, this loan has an outstanding principal balance of $ 286.3 million, net of cost-recovery proceeds, and a CECL reserve of $ 54.9 million, which was recorded based on our estimation of the fair value of the loan’s underlying collateral as of June 30, 2022.

No income was recorded on this loan during both the six months ended June 30, 2022 and 2021.

Blackstone Mortgage Trust, Inc.

1 unchanged sentence

Our primary credit quality indicator is our risk ratings, which are further discussed above.

The following tables present the net book value of our loan portfolio as of March 31, 2022 and December 31, 2021, respectively, by year of origination, investment pool, and risk rating ($ in thousands):

The following tables present the net book value of our loan portfolio as of June 30, 2022 and December 31, 2021, respectively, by year of origination, investment pool, and risk rating ($ in thousands):

Net Book Value of Loans Receivable by Year of Origination (1)

As of March 31, 2022

As of June 30, 2022

2022 2021 2020 2019 2018 Prior Total

84 unchanged sentences

As discussed in Note 2, we entered into a Multifamily Joint Venture in April 2017.

As of March 31, 2022 and December 31, 2021, our Multifamily Joint Venture held $ 833.2 million and $ 746.9 million of loans, respectively, which are included in the loan disclosures above.

As of June 30, 2022 and December 31, 2021, our Multifamily Joint Venture held $ 802.2 million and $ 746.9 million of loans, respectively, which are included in the loan disclosures above.

Refer to Note 2 for additional discussion of our Multifamily Joint Venture.

1 unchanged sentence

The following table details the components of our other assets ($ in thousands):

March 31, 2022 December 31, 2021

Accrued interest receivable $ 94,939 $ 86,101

Derivative assets 51,884 30,531

June 30, 2022 December 31, 2021

Loan portfolio payments held by servicer (1)

$ 252,401 $ 77,624

Accrued interest receivable 123,517 86,101

Derivative assets 83,982 30,531

Accounts receivable and other assets 503 572

4 unchanged sentences

Total $ 461,145 $ 273,797

(1) Represents loan principal, interest payments, and related loan fees held by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle.

(1) Primarily represents loan principal held by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle.

(2) Represents the subordinate position we own in the 2018 Single Asset Securitization, which held aggregate loan assets of $ 379.3 million as of December 31, 2021, with a yield to full maturity of L+10.0% and a maximum maturity date of June 9, 2025, assuming all extension options are exercised by the borrower.

During the three months ended March 31, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.

During the six months ended June 30, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.

Refer to Note 18 for additional discussion.

2 unchanged sentences

Refer to Note 2 for further discussion of our CECL reserve.

The following table presents the activity in our debt securities CECL reserve for the three months ended March 31, 2022 and 2021 ($ in thousands):

The following table presents the activity in our debt securities CECL reserve for the three and six months ended June 30, 2022 and 2021 ($ in thousands):

Debt Securities Held-To-Maturity Total

1 unchanged sentence

Decrease in CECL reserve ( 70 )

CECL reserve as of March 31, 2021

CECL reserve as March 31, 2022

Decrease in CECL reserve —

CECL reserve as of June 30, 2022

CECL reserve as of December 31, 2020

1 unchanged sentence

CECL reserve as of March 31, 2021

Changes to the CECL reserve are recognized through net income on our consolidated statements of operations.

During the three months ended March 31, 2022, our debt securities held-to-maturity repaid and, therefore, we recorded a decrease of $ 70,000 in the CECL reserve against our debt securities held-to-maturity, bringing our total CECL reserve to zero as of March 31, 2022.

During the three months ended March 31, 2021, we recorded a decrease of $ 834,000 in the CECL reserve against our debt securities held-to-maturity, bringing our total CECL reserve to $ 889,000 as of March 31, 2021.

Decrease in CECL reserve ( 767 )

CECL reserve as of June 30, 2021

Blackstone Mortgage Trust, Inc.

2 unchanged sentences

The following table details the components of our other liabilities ($ in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Accrued dividends payable $ 105,583 $ 104,271

1 unchanged sentence

Accrued management and incentive fees payable 27,065 28,373

Accounts payable and other liabilities 11,005 9,046

Secured debt repayments pending servicer remittance (1)

22,117 47,664

Current expected credit loss reserve for unfunded loan commitments (2)

Accounts payable and other liabilities 7,899 9,046

Derivative liabilities 2,589 5,890

Secured debt repayments pending servicer remittance (2)

Total $ 229,021 $ 231,358

(1) Represents pending transfers from our third-party loan servicer that were remitted to our banking counterparties during the subsequent remittance cycle.

(2) Represents the CECL reserve related to our unfunded loan commitments.

See Note 2 for further discussion of the CECL reserve.

(2) Represents pending transfers from our third-party loan servicer that were remitted to our banking counterparties during the subsequent remittance cycle.

Current Expected Credit Loss Reserve for Unfunded Loan Commitments

As of March 31, 2022, we had unfunded commitments of $ 4.5 billion related to 126 loans receivable.

As of June 30, 2022, we had unfunded commitments of $ 4.6 billion related to 125 loans receivable.

The expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments.

See Note 2 for further discussion of the CECL reserve related to our unfunded loan commitments, and Note 20 for further discussion of our unfunded loan commitments.

The following table presents the activity in the CECL reserve related to our unfunded loan commitments by investment pool for the three months ended March 31, 2022 and March 31, 2021 ($ in thousands):

The following table presents the activity in the CECL reserve related to our unfunded loan commitments by investment pool for the three and six months ended June 30, 2022 and 2021 ($ in thousands):

Loans Non-U.S.

5 unchanged sentences

$ 4,281 $ 1,973 $ — $ — $ 6,254

Increase in CECL reserve 2,042 138 — — 2,180

CECL reserve as of June 30, 2022

$ 6,323 $ 2,111 $ — $ — $ 8,434

CECL reserve as of December 31, 2020

3 unchanged sentences

$ 7,169 $ 3,772 $ 80 $ — $ 11,021

Changes to the CECL reserve are recognized through net income on our consolidated statements of operations.

During the three months ended March 31, 2022, we recorded a decrease of $ 9,000 in the current expected credit loss reserve against our loans receivable portfolio, bringing our total CECL reserve to $ 6.3 million as of March 31, 2022.

During the three months ended March 31, 2021, we recorded an increase of $ 990,000 in the current expected credit loss reserve against our loans receivable portfolio, bringing our total CECL reserve to $ 11.0 million as of March 31, 2021.

The CECL reserve for unfunded loan commitments is updated quarterly to reflect the expected timing of future funding obligations over the estimated life of the loan.

Decrease in CECL reserve ( 4,315 ) ( 2,632 ) ( 37 ) — ( 6,984 )

CECL reserve as of June 30, 2021

$ 2,854 $ 1,140 $ 43 $ — $ 4,037

Blackstone Mortgage Trust, Inc.

2 unchanged sentences

Our secured debt includes our secured credit facilities and acquisition facility.

During the three months ended March 31, 2022, we obtained approval for $ 2.1 billion of new borrowings against $ 2.7 billion of collateral assets.

Additionally, during the three months ended March 31, 2022, we (i) entered into one new secured credit facility providing $ 1.0 billion of credit capacity and (ii) increased the size of three existing secured credit facilities providing an aggregate $ 417.8 million of additional credit capacity.

During the six months ended June 30, 2022, we obtained approval for $ 3.7 billion of new borrowings against $ 4.7 billion of collateral assets.

Additionally, during the six months ended June 30, 2022, we (i) entered into one new secured credit facility providing $ 1.0 billion of credit capacity and (ii) we increased the size of six existing secured credit facilities providing an aggregate $ 1.4 billion of additional credit capacity.

The following table details our secured debt ($ in thousands):

Borrowings Outstanding

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Secured credit facilities $ 13,932,436 $ 12,299,580

8 unchanged sentences

The facilities are uniformly structured to provide currency, index, and term-matched financing without capital markets based mark-to-market provisions.

The following table details our secured credit facilities by spread over the applicable base rates as of March 31, 2022 ($ in thousands):

March 31, 2022

The following table details our secured credit facilities by spread over the applicable base rates as of June 30, 2022 ($ in thousands):

June 30, 2022

Recourse Limitation

11 unchanged sentences

(4) Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date.

(5) Includes Swedish Krona, Australian Dollar, Canadian Dollar, Swiss Franc, and Danish Krone currencies.

(5) Includes Australian Dollar, Canadian Dollar, Danish Krone, Swedish Krona, and Swiss Franc currencies.

The availability of funding under our secured credit facilities is based on the amount of approved collateral, which collateral is proposed by us in our discretion and approved by the respective counterparty in its discretion, resulting in a mutually agreed collateral portfolio construction.

2 unchanged sentences

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following tables detail the spread of our secured debt as of March 31, 2022 and December 31, 2021 ($ in thousands):

Three Months Ended March 31, 2022 March 31, 2022

The following tables detail the spread of our secured debt as of June 30, 2022 and December 31, 2021 ($ in thousands):

Six Months Ended June 30, 2022 June 30, 2022

New Financings (2)

18 unchanged sentences

(1) The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include USD LIBOR, SOFR, SONIA, GBP LIBOR, EURIBOR, and other indices as applicable.

(2) Represents borrowings outstanding as of March 31, 2022 and December 31, 2021, respectively, for new financings during the three months ended March 31, 2022 and year ended December 31, 2021, respectively, based on the date collateral was initially pledged to each credit facility.

(2) Represents borrowings outstanding as of June 30, 2022 and December 31, 2021, respectively, for new financings during the six months ended June 30, 2022 and year ended December 31, 2021, respectively, based on the date collateral was initially pledged to each credit facility.

(3) In addition to spread, the cost includes the associated deferred fees and expenses related to the respective borrowings.

(4) Represents the weighted-average all-in cost as of March 31, 2022 and December 31, 2021, respectively, and is not necessarily indicative of the spread applicable to recent or future borrowings.

(5) Represents the principal balance of the collateral assets.

In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees.

(4) Represents the weighted-average all-in cost as of June 30, 2022 and December 31, 2021, respectively, and is not necessarily indicative of the spread applicable to recent or future borrowings.

(5) Represents the principal balance of the collateral assets.

(6) Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.

Our secured credit facilities generally permit us to increase or decrease the amount advanced against the pledged collateral in our discretion within certain maximum/minimum amounts and frequency limitations.

As of March 31, 2022, there was an aggregate $ 1.2 billion available to be drawn at our discretion under our credit facilities.

As of June 30, 2022, there was an aggregate $ 1.0 billion available to be drawn at our discretion under our credit facilities.

Acquisition Facility

1 unchanged sentence

The cost of borrowing under the facility is variable, dependent on the type of loan collateral, and its maturity date is April 4, 2023.

During the three months ended March 31, 2022, we had no borrowings under the acquisition facility and we recorded interest expense of $ 306,000 , including $ 87,000 of amortization of deferred fees and expenses.

During the year ended December 31, 2021, we had no borrowings under the acquisition facility and we recorded interest expense of $ 1.2 million, including $ 354,000 of amortization of deferred fees and expenses.

During the six months ended June 30, 2022, we had no borrowings under the acquisition facility.

During the three months ended June 30, 2022, we recorded interest expense of $ 303,000 , including $ 81,000 of amortization of deferred fees and expenses.

During the six months ended June 30, 2022, we recorded interest expense of $ 608,000 , including $ 168,000 of amortization of deferred fees and expenses.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

During the year ended December 31, 2021, we had no borrowings under the acquisition facility.

During the three months ended June 30, 2021, we recorded interest expense of $ 221,000 including $ 96,000 of amortization of deferred fees and expenses.

During the six months ended June 30, 2021 we recorded interest expense of $ 618,000 , including $ 178,000 of amortization of deferred fees and expenses.

Financial Covenants

1 unchanged sentence

(i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges, as defined in the agreements, shall be not less than 1.4 to 1.0;

(ii) our tangible net worth, as defined in the agreements, shall not be less than $ 3.5 billion as of each measurement date plus 75 % to 85 % of the net cash proceeds of future equity issuances subsequent to March 31, 2022;

(iii) cash liquidity shall not be less than the greater of (x) $ 10.0 million or (y) no more than 5 % of our recourse indebtedness;

and (iv) our indebtedness shall not exceed 83.33 % of our total assets.

As of March 31, 2022 and December 31, 2021, we were in compliance with these covenants.

As of June 30, 2022 and December 31, 2021, we were in compliance with these covenants.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

SECURITIZED DEBT OBLIGATIONS, NET

3 unchanged sentences

The following tables detail our securitized debt obligations ($ in thousands):

March 31, 2022

June 30, 2022

Securitized Debt Obligations Count Principal

1 unchanged sentence

2021 FL4 Collateralized Loan Obligation

Collateral assets 33 $ 1,000,000 $ 1,000,000 + 3.54 % March 2025

Collateral assets 32 $ 1,000,000 $ 1,000,000 + 3.51 % April 2025

Financing provided 1 803,750 798,466 + 1.57 % May 2038

2020 FL3 Collateralized Loan Obligation

Collateral assets 16 1,000,000 1,000,000 + 3.18 % September 2024

Collateral assets 16 1,000,000 1,000,000 + 3.21 % October 2024

Financing provided 1 808,750 805,362 + 2.03 % November 2037

2020 FL2 Collateralized Loan Obligation

Collateral assets 18 1,500,000 1,500,000 + 3.29 % August 2024

Collateral assets 18 1,500,000 1,500,000 + 3.31 % September 2024

Financing provided 1 1,243,125 1,238,073 + 1.39 % February 2038

4 unchanged sentences

(2) The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates, which include USD LIBOR and one-month SOFR, as applicable to each securitized debt obligation.

As of March 31, 2022, the floating benchmark rate for the financing provided on the 2020 FL3 and 2020 FL2 CLOs is one-month SOFR, plus a credit spread adjustment of 0.11 %.

As of March 31, 2022, one-month SOFR was 0.30 % and one-month USD LIBOR was 0.45 %.

As of June 30, 2022, the floating benchmark rate for the financing provided on the 2020 FL3 and 2020 FL2 CLOs is one-month SOFR, plus a credit spread adjustment of 0.11 %.

As of June 30, 2022, one-month SOFR was 1.69 % and one-month USD LIBOR was 1.79 %.

(3) Loan term represents weighted-average final maturity, assuming all extension options are exercised by the borrower.

1 unchanged sentence

The term of these obligations represents the rated final distribution date of the securitizations.

(4) During the three months ended March 31, 2022, we recorded $ 11.0 million of interest expense related to our securitized debt obligations.

(4) During the three and six months ended June 30, 2022, we recorded $ 15.5 million and $ 26.5 million, respectively, of interest expense related to our securitized debt obligations.

Blackstone Mortgage Trust, Inc.

17 unchanged sentences

(1) In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.

(2) The weighted-average all-in yield and cost are expressed as a spread over USD LIBOR.

As of December 31, 2021, the floating benchmark rate for the financing provided on the 2020 FL3 and 2020 FL2 CLOs is one-month SOFR, plus a credit spread adjustment of 0.11 %.

3 unchanged sentences

The term of these obligations represents the rated final distribution date of the securitizations.

(4) During the three months ended March 31, 2021, we recorded $ 12.1 million of interest expense related to our securitized debt obligations.

(4) During the three and six months ended June 30, 2021, we recorded $ 12.4 million and $ 24.5 million, respectively, of interest expense related to our securitized debt obligations.

ASSET-SPECIFIC DEBT, NET

The following tables detail our asset-specific debt ($ in thousands):

March 31, 2022

June 30, 2022

Asset-Specific Debt Count Principal

1 unchanged sentence

Yield/Cost (1)

Collateral assets 2 $ 520,527 $ 510,190 + 4.45 % July 2025

Financing provided 2 $ 469,766 $ 463,097 + 3.24 % July 2025

Collateral assets 4 $ 1,022,146 $ 1,003,394 + 4.30 % March 2026

Financing provided 4 $ 870,684 $ 860,007 + 3.02 % March 2026

December 31, 2021

4 unchanged sentences

Financing provided 4 $ 400,699 $ 393,824 + 2.78 % March 2025

(1) These floating rate loans and related liabilities are indexed to the various benchmark rates relevant in each arrangement in terms of currency and payment frequency.

Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate.

(1) These floating rate loans and related liabilities are currency and indexed matched to the applicable benchmark rate relevant in each arrangement.

In addition to cash coupon, yield/cost includes the amortization of deferred origination fees / financing costs.

(2) The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower.

Each of our asset-specific debt is term-matched to the corresponding collateral loans.

Our asset-specific debt is term-matched in each case to the corresponding collateral loans.

Blackstone Mortgage Trust, Inc.

6 unchanged sentences

The following tables detail our loan participations sold ($ in thousands):

March 31, 2022

June 30, 2022

Loan Participations Sold Count Principal

3 unchanged sentences

Senior Participation 1 $ 226,511 $ 225,884 + 3.22 % March 2027

(1) The loan and related participation sold is indexed to SONIA.

(1) This non-debt participation sold structure is inherently matched in terms of currency and interest rate.

3 unchanged sentences

TERM LOANS, NET

As of March 31, 2022, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):

During the six months ended June 30, 2022, we entered into a $ 500.0 million term loan facility, or the B-4 Term Loan.

The B-4 Term Loan bears interest at SOFR plus 3.50 % and matures in May 2029.

As of June 30, 2022, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):

Term Loans Face Value Interest Rate (1)

2 unchanged sentences

B-3 Term Loan $ 417,280 + 2.75 % + 3.42 % April 23, 2026

(1) The B-2 Term Loan borrowing is subject to a LIBOR floor of 0.50 %.

B-4 Term Loan $ 500,000 + 3.50 % + 3.98 % May 9, 2029

(1) The B-3 Term Loan and the B-4 Term Loan borrowings are subject to a floor of 0.50 %.

(2) Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Term Loans.

The Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the aggregate initial principal balance due in quarterly installments.

The issue discount and transaction expenses on the B-1 Term Loan were $ 3.1 million and $ 12.6 million, respectively, which will be amortized into interest expense over the life of the B-1 Term Loan.

The issue discount and transaction expenses of the B-2 Term Loan were $ 9.6 million and $ 5.4 million, respectively, which will be amortized into interest expense over the life of the B-2 Term Loan.

The issue discount and transaction expenses on the B-1 Term Loan were $ 3.1 million and $ 12.6 million, respectively.

The issue discount and transaction expenses of the B-3 Term Loan were $ 9.6 million and $ 5.4 million, respectively.

The issue discount and transaction expenses of the B-4 Term Loan were $ 7.5 million and $ 5.9 million, respectively.

These discounts and expenses will be amortized into interest expense over the life of each Term Loan.

The following table details the net book value of our Term Loans on our consolidated balance sheets ($ in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Face value $ 1,842,401 $ 1,349,271

3 unchanged sentences

The guarantee under our Term Loans contains the financial covenant that our indebtedness shall not exceed 83.33 % of our total assets.

As of March 31, 2022 and December 31, 2021, we were in compliance with this covenant.

As of June 30, 2022 and December 31, 2021, we were in compliance with this covenant.

Refer to Note 2 for additional discussion of our accounting policies for the Term Loans.

2 unchanged sentences

SENIOR SECURED NOTES, NET

As of March 31, 2022, the following Senior Secured Notes, were outstanding ($ in thousands):

As of June 30, 2022, the following Senior Secured Notes, were outstanding ($ in thousands):

Senior Secured Notes Face Value Interest Rate All-in Cost (1)

3 unchanged sentences

The following table details the net book value of our Senior Secured Notes on our consolidated balance sheets ($ in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Face value $ 400,000 $ 400,000

2 unchanged sentences

The covenants under our Senior Secured Notes require us to maintain a total debt to total assets ratio, as defined in the agreements, of not greater than 83.33 % and, in certain circumstances, a total unencumbered assets to total unsecured indebtedness ratio, as defined in the agreements, of 1.20 or greater.

As of March 31, 2022 and December 31, 2021, we were in compliance with these covenants.

As of June 30, 2022 and December 31, 2021, we were in compliance with these covenants.

CONVERTIBLE NOTES, NET

During the three months ended March 31, 2022, we issued $ 300.0 million aggregate principal amount of 5.50 % convertible senior notes due 2027, or the March 2022 convertible notes.

During the six months ended June 30, 2022, we issued $ 300.0 million aggregate principal amount of 5.50 % convertible senior notes due 2027, or the March 2022 convertible notes.

In connection with this offering, we repurchased $ 64.7 million aggregate principal amount of our May 2017 convertible senior notes at a price of 100.25 % per $1,000 principal amount.

As of March 31, 2022, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):

Convertible Notes Issuance Face Value Interest Rate

All-in Cost (1)

We repaid the remaining $ 337.9 million aggregate principal amount of our May 2017 convertible senior notes at maturity on May 5, 2022.

As of June 30, 2022, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):

Convertible Notes Issuance Face Value Interest Rate All-in Cost (1)

Conversion Price (2)

May 2017 $ 337,850 4.38 % 4.85 % $ 35.67 May 5, 2022

March 2018 $ 220,000 4.75 % 5.33 % $ 36.23 March 15, 2023

1 unchanged sentence

(1) Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.

(2) Represents the price of class A common stock per share based on a conversion rate of 28.0324 , 27.6052 , and 27.5702 , respectively, for the May 2017, March 2018, and March 2022 convertible notes.

(2) Represents the price of class A common stock per share based on a conversion rate of 27.6052 and 27.5702 , respectively, for the March 2018 and March 2022 convertible notes.

The conversion rate represents the number of shares of class A common stock issuable per $ 1,000 principal amount of Convertible Notes.

The cumulative dividend threshold as defined in the respective May 2017, March 2018, and March 2022 convertible notes supplemental indentures have not been exceeded as of March 31, 2022.

The cumulative dividend threshold as defined in the respective March 2018 and March 2022 convertible notes supplemental indentures have not been exceeded as of June 30, 2022.

Other than as provided by the optional redemption provisions with respect to our March 2022 convertible notes, we may not redeem the Convertible Notes prior to maturity.

1 unchanged sentence

Thereafter, the Convertible Notes are convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date.

The May 2017 convertible notes are currently convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date.

We have elected to settle the May 2017 convertible notes in cash.

The last reported sale price of our class A common stock of $ 31.79 on March 31, 2022 was less than the per share conversion price of the May 2017, March 2018, and March 2022 convertible notes.

The last reported sale price of our class A common stock of $ 27.67 on June 30, 2022 was less than the per share conversion price of the March 2018 and March 2022 convertible notes.

Blackstone Mortgage Trust, Inc.

6 unchanged sentences

The following table details the net book value of our Convertible Notes on our consolidated balance sheets ($ in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Face value $ 520,000 $ 622,500

3 unchanged sentences

The following table details our interest expense related to the Convertible Notes ($ in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Cash coupon $ 8,132 $ 7,015 $ 15,384 $ 14,030

1 unchanged sentence

Total interest expense $ 8,922 $ 7,884 $ 16,962 $ 15,752

Accrued interest payable for the Convertible Notes was $ 6.7 million and $ 6.0 million as of March 31, 2022 and December 31, 2021, respectively.

Accrued interest payable for the Convertible Notes was $ 7.3 million and $ 6.0 million as of June 30, 2022 and December 31, 2021, respectively.

Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.

13 unchanged sentences

The following table details our outstanding foreign exchange derivatives that were designated as net investment hedges of foreign currency risk (notional amount in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Foreign Currency Derivatives Number of

10 unchanged sentences

The following table details our outstanding foreign exchange derivatives that were non-designated hedges of foreign currency risk (notional amount in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Non-designated Hedges Number of

Buy DKK / Sell USD Forward 1 kr.

341,000 Buy GBP / Sell USD Forward 3 £ 170,600

Buy USD / Sell DKK Forward 1 kr.

341,000 Buy USD / Sell GBP Forward 3 £ 170,600

Buy EUR / Sell USD Forward 2 € 50,400 Buy EUR / Sell USD Forward 2 € 165,560

Buy USD / Sell EUR Forward 2 € 50,400 Buy USD / Sell EUR Forward 3 € 165,560

Buy EUR / Sell USD Forward 1 € 18,000 Buy GBP / Sell USD Forward 3 £ 170,600

Buy USD / Sell EUR Forward 2 € 18,000 Buy USD / Sell GBP Forward 3 £ 170,600

Buy GBP / Sell EUR 1 £ 8,410 Buy EUR / Sell USD Forward 2 € 165,560

Buy EUR / Sell GBP 1 € 8,410 Buy USD / Sell EUR Forward 3 € 165,560

Buy GBP / Sell USD Forward 1 £ 7,026 Buy CHF / Sell USD Forward 1 CHF 20,300

Buy USD / Sell GBP Forward 1 £ 7,026 Buy USD / Sell CHF Forward 1 CHF 20,300

Buy GBP / Sell EUR Forward 1 € 8,410 Buy GBP / Sell EUR Forward 1 € 8,410

Buy CAD / Sell USD Forward 1 C$ 6,500

Buy USD / Sell CAD Forward 1 C$ 6,500

Buy GBP / Sell EUR Forward 1 € 8,410

Blackstone Mortgage Trust, Inc.

4 unchanged sentences

Exchange Contracts

Three Months Ended June 30, Six Months Ended June 30,

Foreign Exchange Contracts

2 unchanged sentences

(Expense) Recognized

Three Months Ended March 31, 2022 Three Months Ended March 31, 2021

2022 2021 2022 2021

Designated Hedges Interest Income (1)

3 unchanged sentences

Non-Designated Hedges Interest Expense (2)

55 2,197 65 ( 7,131 )

Total $ 3,286 $ 3,801 $ 5,039 $ ( 3,753 )

9 unchanged sentences

Position (2) as of

Foreign Exchange Contracts March 31, 2022 December 31, 2021 March 31, 2022 December 31, 2021

Foreign Exchange Contracts June 30, 2022 December 31, 2021 June 30, 2022 December 31, 2021

Designated Hedges $ 83,143 $ 23,423 $ 1,807 $ 1,383

10 unchanged sentences

OCI on Derivatives

from Accumulated OCI into Income Amount of

Loss Reclassified from

Accumulated OCI into Income

Three Months Ended March 31, Accumulated Three Months Ended March 31,

2022 2021 OCI into Income 2022 2021

Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Three Months Ended June 30, 2022 Six Months Ended June 30, 2022

Net Investment Hedges

4 unchanged sentences

Total $ 128,685 $ 174,195 $ — $ ( 4 )

(1) During the three months ended March 31, 2022, and 2021, we received net cash settlements of $ 26.3 million and paid net cash settlements of $ 49.2 million on our foreign currency contracts, respectively.

Those amounts are included as a component of accumulated other comprehensive loss on our consolidated balance sheets.

(2) During the three months ended March 31, 2022, we recorded total interest and related expenses of $ 100.7 million, which included $ 4,000 related to our cash flow hedges.

During the three months ended March 31, 2021, we recorded total interest and related expenses of $ 78.4 million, which included $ 1,000 related to our cash flow hedges.

(1) During the three and six months ended June 30, 2022, we received net cash settlements of $ 96.2 million and $ 122.5 million on our foreign currency forward contracts, respectively.

Those amounts are included as a component of accumulated other comprehensive income on our consolidated balance sheets.

(2) During the six months ended June 30, 2022, we recorded total interest and related expenses of $ 237.3 million, which included $ 4,000 related to our cash flow hedges.

Credit-Risk Related Contingent Features

1 unchanged sentence

In addition, certain of our agreements with our derivative counterparties require that we post collateral to secure net liability positions.

As of March 31, 2022, we were in a net asset position with both of our derivative counterparties and did not have any collateral posted under these derivative contracts.

As of June 30, 2022, we were in a net asset position with both of our derivative counterparties and did not have any collateral posted under these derivative contracts.

As of December 31, 2021, we were in a net asset position with both of our derivative counterparties and did not have any collateral posted under these derivative contracts.

1 unchanged sentence

Authorized Capital

As of March 31, 2022, we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock.

As of June 30, 2022, we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock.

Subject to applicable NYSE listing requirements, our board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval.

In addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and preferred stock.

We did no t have any shares of preferred stock issued and outstanding as of March 31, 2022 and December 31, 2021.

We did no t have any shares of preferred stock issued and outstanding as of June 30, 2022 and December 31, 2021.

Class A Common Stock and Deferred Stock Units

2 unchanged sentences

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details our issuance of class A common stock during the three months ended March 31, 2022 ($ in thousands, except share and per share data):

The following table details our issuance of class A common stock during the six months ended June 30, 2022 ($ in thousands, except share and per share data):

Class A Common Stock Offerings

March 31, 2022

June 30, 2022

Shares issued (1)

10 unchanged sentences

The following table details the movement in our outstanding shares of class A common stock, including restricted class A common stock and deferred stock units:

Three Months Ended March 31,

Six Months Ended June 30,

Common Stock Outstanding (1)

6 unchanged sentences

Ending balance 170,686,076 147,343,883

(1) Includes 370,635 and 318,128 deferred stock units held by members of our board of directors as of March 31, 2022 and 2021, respectively.

(2) Includes 639 and 515 shares issued under our dividend reinvestment program during the three months ended March 31, 2022 and 2021, respectively.

(3) Net of 13,273 shares of restricted class A common stock forfeited under our stock-based incentive plans during the three months ended March 31, 2021.

No shares of restricted class A common stock were forfeited under our stock-based incentive plan during the three months ended March 31, 2022.

(1) Includes 391,027 and 328,065 deferred stock units held by members of our board of directors as of June 30, 2022 and 2021, respectively.

(2) Includes 3,420 and 949 shares issued under our dividend reinvestment program during the six months ended June 30, 2022 and 2021, respectively.

(3) Includes 13,197 restricted shares issued to our board of directors during the six months ended June 30, 2022.

(4) Net of 4,000 and 28,971 shares of restricted class A common stock forfeited under our stock-based incentive plans during the six months ended June 30, 2022 and 2021, respectively.

See Note 16 for further discussion of our stock-based incentive plans.

Dividend Reinvestment and Direct Stock Purchase Plan

On March 25, 2014, we adopted a dividend reinvestment and direct stock purchase plan, under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock.

We have adopted a dividend reinvestment and direct stock purchase plan under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock.

Under the dividend reinvestment component of this plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common stock.

The direct stock purchase component allows stockholders and new investors, subject to our approval, to purchase shares of class A common stock directly from us.

During the three months ended March 31, 2022 and 2021, we issued 639 shares and 515 shares, respectively, of class A common stock under the dividend reinvestment component of the plan.

As of March 31, 2022, a total of 9,989,151 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.

During the three and six months ended June 30, 2022 we issued 2,781 shares and 3,420 shares, respectively, of class A common stock under the dividend reinvestment component of the plan compared to 434 shares and 949 shares, respectively, for the same periods in 2021.

As of June 30, 2022, a total of 9,986,370 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.

At the Market Stock Offering Program

On November 14, 2018, we entered into six equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 500.0 million of our class A common stock.

On July 26, 2019, we amended our existing ATM Agreements and entered into one additional ATM Agreement.

As of June 30, 2022, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 500.0 million of our class A common stock.

Sales of class A

3 unchanged sentences

Actual sales depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs.

During the three months March 31, 2022, we issued and sold 1,675,000 shares of class A common stock under ATM Agreements, generating net proceeds totaling $ 52.2 million.

During the three months ended March 31, 2021, we did not issue any shares of our class A common stock under ATM Agreements.

As of March 31, 2022, sales of our class A common stock with an aggregate sales price of $ 300.9 million remained available for issuance under our ATM Agreements.

During the six months June 30, 2022, we issued and sold 1,675,000 shares of class A common stock under ATM Agreements, generating net proceeds totaling $ 52.2 million.

During the six months ended June 30, 2021, we did no t issue any shares of our class A common stock under ATM Agreements.

As of June 30, 2022, sales of our class A common stock with an aggregate sales price of $ 300.9 million remained available for issuance under our ATM Agreements.

We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code.

1 unchanged sentence

All distributions will be made at the discretion of our board of directors and will depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors as our board of directors deems relevant.

On March 15, 2022, we declared a dividend of $ 0.62 per share, or $ 105.6 million in aggregate, that was paid on April 14, 2022 to stockholders of record as of March 31, 2022.

On June 15, 2022, we declared a dividend of $ 0.62 per share, or $ 105.6 million in aggregate, that was paid on July 15, 2022 to stockholders of record as of June 30, 2022.

The following table details our dividend activity ($ in thousands, except per share data):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Dividends declared per share of common stock $ 0.62 $ 0.62 $ 1.24 $ 1.24

9 unchanged sentences

The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per share data):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Basic Earnings:

7 unchanged sentences

Interest expense on Convertible Notes, net (2)(3)

5,913 — 8,313 —

Diluted earnings $ 99,163 $ 131,595 $ 201,250 $ 211,497

1 unchanged sentence

Effect of dilutive securities - Convertible Notes (3)(4)

14,344,204 — 10,368,611 —

Weighted-average common shares outstanding, diluted 185,009,805 147,342,822 180,332,341 147,339,895

2 unchanged sentences

(2) Represents the interest expense on our convertible notes, net of incentive fees.

(3) For the three months ended March 31, 2021, prior to the adoption of ASU 2020-06, our convertible notes were not assessed for dilution as we had the intent and ability to settle the convertible notes in cash.

(3) For the three and six months ended June 30, 2021, prior to the adoption of ASU 2020-06, our convertible notes were not assessed for dilution as we had the intent and ability to settle the convertible notes in cash.

Refer to Note 2 and Note 11 for further discussion of ASU 2020-06 and our convertible notes, respectively.

(4) For the three months ended March 31, 2022, represents 8.3 million and 6.1 million of weighted-average shares, using the if-converted method, related to our March 2022 and March 2018 Convertible Notes, respectively.

Our May 2017 convertible notes are in the final conversion period, as defined in the supplemental indenture, and we have elected to settle the notes in cash.

(4) For the three months ended June 30, 2022, represents 8.3 million and 6.1 million of weighted-average shares, using the if-converted method, related to our March 2022 and March 2018 Convertible Notes, respectively.

For the six months ended June 30, 2022, represents 4.3 million and 6.1 million of weighted-average shares, using the in-converted method, related to our March 2022 convertible notes, which were issued on March 29, 2022, and our March 2018 convertible notes, respectively.

Our May 2017 convertible notes were elected to be settled in cash and were repaid during the six months ended June 30, 2022.

Therefore, the May 2017 convertible notes do not have any impact on our diluted earnings per share.

1 unchanged sentence

Accumulated Other Comprehensive Income

As of March 31, 2022, total accumulated other comprehensive income was $ 8.6 million, primarily representing $ 131.9 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 123.3 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

As of June 30, 2022, total accumulated other comprehensive income was $ 7.1 million, primarily representing $ 260.6 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 253.5 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

As of December 31, 2021, total accumulated other comprehensive income was $ 8.3 million, primarily representing $ 86.4 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 78.1 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

2 unchanged sentences

A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on their pro rata ownership of our Multifamily Joint Venture.

As of March 31, 2022, our Multifamily Joint Venture’s total equity was $ 179.3 million, of which $ 152.4 million was owned by us, and $ 26.9 million was allocated to non-controlling interests.

As of December 31, 2021, our Multifamily Joint Venture’s total equity was $ 203.5 million, of which $ 173.0 million was owned by us, and $ 30.5 million was allocated to non-controlling interests.

As of June 30, 2022, our Multifamily Joint Venture’s total equity was $ 169.3 million, of which $ 143.9 million was owned by us, and $ 25.4 million was allocated to non-controlling interests.

As of December 31, 2021, our Multifamily

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Joint Venture’s total equity was $ 203.5 million, of which $ 173.0 million was owned by us, and $ 30.5 million was allocated to non-controlling interests.

OTHER EXPENSES

4 unchanged sentences

Core Earnings, as defined in our Management Agreement, is generally equal to our GAAP net income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) unrealized gains (losses), (iv) net income (loss) attributable to our legacy portfolio, (v) certain non-cash items, and (vi) incentive management fees.

During the three months ended March 31, 2022 and 2021, we incurred $ 18.1 million and $ 15.6 million, respectively, of management fees payable to our Manager.

In addition, during the three months ended March 31, 2022 and 2021, we incurred $ 5.4 million and $ 3.6 million, respectively, of incentive fees payable to our Manager.

As of March 31, 2022 and December 31, 2021 we had accrued management and incentive fees payable to our Manager of $ 23.5 million and $ 28.4 million, respectively.

During the three and six months ended June 30, 2022, we incurred $ 18.2 million and $ 36.3 million, respectively, of management fees payable to our manager, compared with $ 15.6 million and $ 31.1 million during the same period in 2021.

In addition, during the three and six months ended June 30, 2022, we incurred $ 8.8 million and $ 14.3 million respectively, of incentive fees payable to our Manager, compared to $ 6.0 million and $ 9.6 million during the same period in 2021.

As of June 30, 2022 and December 31, 2021 we had accrued management and incentive fees payable to our Manager of $ 27.1 million and $ 28.4 million, respectively.

General and Administrative Expenses

General and administrative expenses consisted of the following ($ in thousands):

Three Months Ended March 31,

Professional services (1)

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Professional services $ 2,693 $ 2,043 $ 5,390 $ 3,861

Operating and other costs 1,298 606 2,311 1,301

Subtotal 3,710 2,512

3,991 2,649 7,701 5,162

Non-cash compensation expenses

3 unchanged sentences

Total general and administrative expenses $ 12,409 $ 10,669 $ 24,769 $ 21,267

(1) During the three months ended March 31, 2022 and 2021, we recognized an aggregate $ 317,000 and $ 235,000 , respectively, of expenses related to our Multifamily Joint Venture.

(1) During the three and six months ended June 30, 2022, we recognized an aggregate $ 227,000 and $ 544,000 , respectively, of expenses related to our Multifamily Joint Venture.

During the three and six months ended June 30, 2021, we recognized an aggregate $ 197,000 and $ 433,000 , respectively, of expenses related to our Multifamily Joint Venture.

We have elected to be taxed as a REIT under the Internal Revenue Code for U.S.

3 unchanged sentences

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.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

federal income tax on our undistributed taxable income.

3 unchanged sentences

Even if we qualify as a REIT, we may be subject to certain U.S.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

federal income and excise taxes and state and local taxes on our income and assets.

If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years.

As of March 31, 2022 and December 31, 2021, we were in compliance with all REIT requirements.

As of June 30, 2022 and December 31, 2021, we were in compliance with all REIT requirements.

Securitization transactions could result in the creation of taxable mortgage pools for federal income tax purposes.

2 unchanged sentences

We have not made UBTI distributions to our common stockholders and do not intend to make such UBTI distributions in the future.

During the three months ended March 31, 2022 and 2021, we recorded a current income tax provision of $ 146,000 and $ 101,000 , respectively, primarily related to activities of our taxable REIT subsidiaries and various state and local taxes.

We did not have any deferred tax assets or liabilities as of March 31, 2022 or December 31, 2021.

During the three and six months ended June 30, 2022, we recorded a current income tax provision of $ 746,000 and $ 892,000 respectively, primarily related to activities of our taxable REIT subsidiaries and various state and local taxes.

During the three and six months ended June 30, 2021, we recorded a current income tax provision of $ 175,000 and $ 276,000 , respectively.

We did not have any deferred tax assets or liabilities as of June 30, 2022 or December 31, 2021.

We have net operating losses, or NOLs, generated by our predecessor business that may be carried forward and utilized in current or future periods.

As a result of our issuance of 25,875,000 shares of class A common stock in May 2013, the availability of our NOLs is generally limited to $ 2.0 million per annum by change of control provisions promulgated by the Internal Revenue Service with respect to the ownership of Blackstone Mortgage Trust.

As of March 31, 2022, we had estimated NOLs of $ 159.0 million that will expire in 2029, unless they are utilized by us prior to expiration.

As of June 30, 2022, we had estimated NOLs of $ 159.0 million that will expire in 2029, unless they are utilized by us prior to expiration.

We have a full valuation allowance against such NOLs as it is probable that they will expire unutilized.

As of March 31, 2022, tax years 2018 through 2021 remain subject to examination by taxing authorities.

As of June 30, 2022, tax years 2018 through 2021 remain subject to examination by taxing authorities.

STOCK-BASED INCENTIVE PLANS

We are externally managed by our Manager and do not currently have any employees.

However, as of March 31, 2022, our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were compensated, in part, through our issuance of stock-based instruments.

We had stock-based incentive awards outstanding under nine benefit plans as of March 31, 2022.

Seven of such benefit plans have expired and no new awards may be issued under them.

Under our two current benefit plans, a maximum of 5,000,000 shares of our class A common stock may be issued to our Manager, our directors and officers, and certain employees of affiliates of our Manager.

As of March 31, 2022, there were 735,345 shares available under our current benefit plans.

However, as of June 30, 2022, our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were compensated, in part, through our issuance of stock-based instruments.

Prior to the adoption and shareholder approval of our new stock incentive plans, we had stock-based incentive awards outstanding under nine stock incentive plans.

In connection with the adoption of our new stock incentive plans, we consolidated all outstanding DSUs under the new plans and retired the seven remaining historical plans.

As such, no new awards may be issued under these expired plans, although our 2018 plans will continue to govern outstanding awards (other than DSUs) previously issued thereunder until such awards become vested or expire.

Under our two current stock incentive plans, a maximum of 10,400,000 shares of our class A common stock may be issued to our Manager, our directors and officers, and certain employees of affiliates of our Manager.

As of June 30, 2022, there were 10,011,288 shares available under our current stock incentive plans.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the movement in our outstanding shares of restricted class A common stock and the weighted-average grant date fair value per share:

7 unchanged sentences

Vested ( 521,692 ) 32.05

Balance as of March 31, 2022

Forfeited ( 4,000 ) 31.57

Balance as of June 30, 2022

1,621,260 $ 30.85

These shares generally vest in installments over a period of three years , pursuant to the terms of the respective award agreements and the terms of our current benefit plans.

The 1,971,700 shares of restricted class A common stock outstanding as of March 31, 2022 will vest as follows:

The 1,621,260 shares of restricted class A common stock outstanding as of June 30, 2022 will vest as follows:

514,871 shares will vest in 2022;

1 unchanged sentence

and 408,592 shares will vest in 2024.

As of March 31, 2022, total unrecognized compensation cost relating to unvested share-based compensation arrangements was $ 56.2 million based on the grant date fair value of shares granted.

This cost is expected to be recognized over a weighted-average period of 1.2 years from March 31, 2022.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

As of June 30, 2022, total unrecognized compensation cost relating to unvested share-based compensation arrangements was $ 48.1 million based on the grant date fair value of shares granted.

This cost is expected to be recognized over a weighted-average period of 1.1 years from June 30, 2022.

Assets and Liabilities Measured at Fair Value

The following table summarizes our assets and liabilities measured at fair value on a recurring basis ($ in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

4 unchanged sentences

As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not recognized at fair value in the statement of financial position, for which it is practicable to estimate that value.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the book value, face amount, and fair value of the financial instruments described in Note 2 ($ in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Financial assets

16 unchanged sentences

See Note 2 for further discussion regarding fair value measurement of certain of our assets and liabilities.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

VARIABLE INTEREST ENTITIES

3 unchanged sentences

The following table details the assets and liabilities of our consolidated VIEs ($ in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Loans receivable $ 3,449,500 $ 3,486,750

7 unchanged sentences

Assets held by these VIEs are restricted and can be used only to settle obligations of the VIEs, including the subordinate interests owned by us.

The liabilities of these VIEs are non-recourse to us and can only be satisfied from the assets of the VIEs.

The liabilities of these VIEs are non-recourse to us and can only be satisfied from the assets of the

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The consolidation of these VIEs results in an increase in our gross assets, liabilities, interest income and interest expense, however it does not affect our stockholders’ equity or net income.

Non-Consolidated Variable Interest Entities

During the three months ended March 31, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.

During the six months ended June 30, 2022, the 2018 Single Asset Securitization was liquidated upon full repayment of its collateral and all senior securities outstanding.

In the third quarter of 2018, we contributed a $ 517.5 million loan to the $ 1.0 billion 2018 Single Asset Securitization, which is a VIE, and invested in the related $ 99.0 million subordinate position.

4 unchanged sentences

We are managed by our Manager pursuant to the Management Agreement, the current term of which expires on December 19, 2022, and will be automatically renewed for a one-year term upon such date and each anniversary thereafter unless earlier terminated.

As of March 31, 2022 and December 31, 2021, our consolidated balance sheets included $ 23.5 million and $ 28.4 million of accrued management and incentive fees payable to our Manager, respectively.

During the three months ended March 31, 2022, we paid aggregate management and incentive fees of $ 28.4 million, to our Manager, compared to $ 19.2 million during the same period of 2021.

In addition, during the three months ended March 31, 2022, we incurred expenses of $ 193,000 that were paid by our Manager and will be reimbursed by us, compared to $ 40,000 of such expenses during the same period of 2021.

As of March 31, 2022, our Manager held 988,508 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 30.8 million, and vest in installments over three years from the date of issuance.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

the three months ended March 31, 2022 and 2021, we recorded non-cash expenses related to shares held by our Manager of $ 4.2 million and $ 4.0 million, respectively.

As of June 30, 2022 and December 31, 2021, our consolidated balance sheets included $ 27.1 million and $ 28.4 million of accrued management and incentive fees payable to our Manager, respectively.

During the three and six months ended June 30, 2022, we paid aggregate management and incentive fees of $ 23.5 million and $ 51.9 million, respectively, to our Manager, compared to $ 19.2 million and $ 38.4 million during the same period of 2021.

In addition, during the three and six months ended June 30, 2022, we incurred expenses of $ 367,000 and $ 560,000 , respectively, that were paid by our Manager and will be reimbursed by us, compared to $ 145,000 and $ 185,000 of such expenses during the same period of 2021.

As of June 30, 2022, our Manager held 807,636 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 25.1 million, and vest in installments over three years from the date of issuance.

During the three and six months ended June 30, 2022, we recorded non-cash expenses related to shares held by our Manager of $ 4.2 million and $ 8.4 million, respectively, compared to $ 4.1 million and $ 8.1 million during the same period of 2021.

Refer to Note 16 for further details on our restricted class A common stock.

An affiliate of our Manager is the special servicer of the CLOs.

This affiliate did not earn any special servicing fees related to the CLOs during the three months ended March 31, 2022 or 2021.

During the three months ended March 31, 2022 and 2021, we incurred $ 97,000 and $ 100,000 , respectively, of expenses for various administrative and operations services to third-party service providers that are affiliates of our Manager.

This affiliate did not earn any special servicing fees related to the CLOs during the six months ended June 30, 2022 or 2021.

During the three and six months ended June 30, 2022, we incurred $ 95,000 and $ 192,000 , respectively, of expenses for various administrative and operations services to third-party service providers that are affiliates of our Manager, compared to $ 92,000 and $ 192,000 during the same period of 2021.

In the second quarter of 2022, we participated in AUD 1.3 billion, or 24.5 %, of an aggregate AUD 5.4 billion senior loan that was originated by an unaffiliated third party to a borrower that is wholly-owned by Blackstone-advised investment vehicles.

Another Blackstone-advised investment vehicle participated in an additional AUD 1.3 billion, or 24.5 %, of the loan.

We will forgo all non-economic rights under the loan, including voting rights, so long as we are an affiliate of the borrower.

The senior loan terms were negotiated by a third-party without our involvement and our 24.5 % interest in the senior loan was made on such market terms.

In the second quarter of 2022, we co-originated £ 250.0 million of an aggregate £ 500.0 million senior loan to an unaffiliated third-party.

A Blackstone-advised investment vehicle co-originated the additional pari passu £ 250.0 million of the loan.

In the second quarter of 2022, a Blackstone-advised investment vehicle acquired an aggregate $ 15.0 million participation, or 3 %, of the aggregate $ 500.0 million B-4 Term Loan as a part of a broad syndication lead-arranged by JP Morgan.

Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $ 500,000 in such capacity.

Both of these transactions were on terms equivalent to those of unaffiliated parties.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

In the second quarter of 2021, we acquired an aggregate € 50.0 million of a total € 491.0 million senior loan to a borrower that is majority owned by a Blackstone-advised investment vehicle.

We will forgo all non-economic rights under the loan, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrower.

The senior loan terms were negotiated by the original lenders prior to our acquisition of the loan without our involvement

In the second quarter of 2021, a Blackstone-advised investment vehicle acquired an aggregate $ 15.0 million participation, or 15 %, of the $ 100.0 million increase to our B-3 Term Loan as a part of a broad syndication lead-arranged by JP Morgan.

Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $ 100,000 in such capacity.

Both of these transactions were on terms equivalent to those of unaffiliated parties.

In the first quarter of 2021, we acquired an SEK 5.0 billion interest in a total SEK 10.2 billion senior loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle.

1 unchanged sentence

The senior loan terms were negotiated by a third party without our involvement and our 49 % interest in the senior loan was made on such market terms.

In the first quarter of 2021, a Blackstone-advised investment vehicle acquired an aggregate $ 5.5 million participation, or 3 %, of the $ 200 million increase to our 2019 Term Loan as a part of a broad syndication lead-arranged by JP Morgan.

In the first quarter of 2021, a Blackstone-advised investment vehicle acquired an aggregate $ 5.5 million participation, or 3 %, of the $ 200 million increase to our B-1 Term Loan as a part of a broad syndication lead-arranged by JP Morgan.

Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $ 200,000 in such capacity.

3 unchanged sentences

As further discussed in Note 2, the full extent of the impact of COVID-19 on the global economy generally, and our business in particular, is uncertain.

As of March 31, 2022, no contingencies have been recorded on our consolidated balance sheet as a result of COVID-19, however as the global pandemic continues and the economic implications worsen, it may have long-term impacts on our financial condition, results of operations, and cash flows.

As of June 30, 2022, no contingencies have been recorded on our consolidated balance sheet as a result of COVID-19, however as the global pandemic continues and the economic implications worsen, it may have long-term impacts on our financial condition, results of operations, and cash flows.

Refer to Note 2 for further discussion of COVID-19.

Unfunded Commitments Under Loans Receivable

As of March 31, 2022, we had aggregate unfunded commitments of $ 4.5 billion across 126 loans receivable, and $ 2.5 billion of committed or identified financings for those commitments, resulting in net unfunded commitments of $ 2.0 billion.

As of June 30, 2022, we had aggregate unfunded commitments of $ 4.6 billion across 125 loans receivable, and $ 2.7 billion of committed or identified financings for those commitments, resulting in net unfunded commitments of $ 1.9 billion.

The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and their fundability varies depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans.

4 unchanged sentences

Principal Debt Repayments

Our contractual principal debt repayments as of March 31, 2022 were as follows ($ in thousands):

Our contractual principal debt repayments as of June 30, 2022 were as follows ($ in thousands):

Asset-Specific Debt (1)

Senior Secured Notes Convertible Notes (3)

2022 (remaining) $ 81,734 $ — $ 9,369 $ — $ — $ 91,103

2023 570,343 — 18,738 — 220,000 809,081

12 unchanged sentences

Board of Directors’ Compensation

As of March 31, 2022, of the nine members of our board of directors, our six independent directors are entitled to annual compensation of $ 210,000 each, of which $ 95,000 will be paid in the form of cash and $ 115,000 will be paid in the form of deferred stock units or, beginning in 2023, at their election, shares of restricted common stock.

As of June 30, 2022, of the nine members of our board of directors, our six independent directors are entitled to annual compensation of $ 210,000 each, of which $ 95,000 will be paid in the form of cash and $ 115,000 will be paid in the form of deferred stock units or, beginning in 2022, at their election, shares of restricted common stock.

The other three board members, including our chairman and our chief executive officer, are not compensated by us for their service as directors.

1 unchanged sentence

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business.

As of March 31, 2022, we were not involved in any material legal proceedings.

As of June 30, 2022, we were not involved in any material legal proceedings.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements