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Item 2. Management’s Discussion and Analysis

2024-04-24 compared with 2023-10-25 · 354 added, 326 removed, 544 unchanged (56% of the section changed)

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The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.

In addition to historical data, this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which reflect our current views with respect to, among other things, our business, operations and financial performance.

In addition to historical data, this discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which reflect our current views with respect to, among other things, our business, operations and financial performance.

You can identify these forward-looking statements by the use of words such as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “seeks,” “anticipates,” “should,” “could,” “may,” “designed to,” “foreseeable future,” “believe,” “scheduled,” and similar expressions.

Such forward- looking statements are subject to various risks, uncertainties and assumptions.

Our actual results or outcomes may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Item 1A.

Our actual results or outcomes may differ materially from those in this discussion and analysis as a result of various factors, including but not limited to those discussed in Item 1A.

Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 and elsewhere in this Quarterly Report on Form 10-Q.

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Our portfolio is composed primarily of loans secured by high-quality, institutional assets in major markets, sponsored by experienced, well-capitalized real estate investment owners and operators.

These senior loans are capitalized by accessing a variety of financing options, including borrowing under our credit facilities, issuing CLOs or single-asset securitizations, and syndicating senior loan participations, depending on our view of the most prudent financing option available for each of our investments.

These senior loans are capitalized by accessing a variety of financing options, including borrowing under our credit facilities, issuing CLOs or single-asset securitizations, and corporate financing, depending on our view of the most prudent financing option available for each of our investments.

We are not in the business of buying or trading securities, and the only securities we own are the retained interests from our securitization financing transactions, which we have not financed.

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Macroeconomic Environment

The nine months ended September 30, 2023 have been characterized by continued volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions.

Recent events affecting financial institutions have also contributed to volatility in global markets and diminished liquidity and credit availability in the market broadly.

Continued inflation has prompted central banks to take monetary policy tightening actions, including raising interest rates, which has created further uncertainty for the economy and for our borrowers.

Although our business model is such that rising interest rates will, all else equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers and lead to nonperformance.

Additionally, rising rates and increasing costs may dampen consumer spending and slow corporate profit growth, which may negatively impact the collateral underlying certain of our loans.

It remains difficult to predict the full impact of recent events and any future changes in interest rates or inflation.

Reference Rate Reform

LIBOR and certain other floating rate benchmark indices have been the subject of national, international and regulatory guidance and proposals for reform or replacement.

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

financial institutions, identified SOFR, an index calculated using short-term repurchase agreements backed by U.S.

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

As of September 30, 2023, one-month term SOFR is utilized as the floating benchmark rate on all of our floating rate U.S.

dollar loans and related financings.

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

As of September 30, 2023, 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 September 30, 2023, all of our floating rate loans and related financings have transitioned to the applicable replacement benchmark rate, or reference a benchmark rate that is not expected to be replaced.

Refer to “Part I.

Risk Factors—Risks Related to Our Lending and Investment Activities—The transition away from reference rates and use of alternative replacement reference rates may adversely affect net interest income related to our loans and investments or otherwise adversely affect our results of operations, cash flows and the market value of our investments” of our Annual Report on Form 10-K filed with the SEC on February 8, 2023.

The three months ended March 31, 2024 have shown a mix of positive and challenging developments leading to continued volatility in global markets.

Investor concerns over inflation, interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions have persisted.

If inflation and other economic indicators do not meet central banks’ relevant expectations, interest rates could remain higher for longer than expected by market participants and observers, which could create further uncertainty for the economy and our borrowers.

Key Financial Measures and Indicators

As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Distributable Earnings, and book value per share.

For the three months ended September 30, 2023, we recorded basic earnings per share of $0.17, declared a dividend of $0.62 per share, and reported $0.78 per share of Distributable Earnings.

In addition, our book value as of September 30, 2023 was $25.90 per share, which is net of a $2.76 per share cumulative CECL reserve.

As further described below, Distributable Earnings is a measure that is not prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, which helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations.

For the three months ended March 31, 2024, we recorded a basic net loss per share of $0.71, declared a dividend of $0.62 per share, and reported $0.33 per share of

Distributable Earnings.

In addition, our book value as of March 31, 2024 was $23.83 per share, which is net of cumulative CECL reserves of $4.40 per share.

As further described below, Distributable Earnings is a measure that is not prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP.

Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations.

In addition, Distributable Earnings is a performance metric we consider when declaring our dividends.

Earnings Per Share and Dividends Declared

The following table sets forth the calculation of basic net income per share and dividends declared per share ($ in thousands, except per share data):

The following table sets forth the calculation of basic net loss per share and dividends declared per share ($ in thousands, except per share data):

Three Months Ended

September 30, 2023 June 30, 2023

Net income (1)

March 31, 2024 December 31, 2023

$ (123,838) $ (2,376)

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Dividends declared per share $ 0.62 $ 0.62

(1) Represents net income attributable to Blackstone Mortgage Trust.

(1) Represents net loss attributable to Blackstone Mortgage Trust.

Refer to Note 14 to our consolidated financial statements for the calculation of diluted net income per share.

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Distributable Earnings mirrors the terms of our management agreement between our Manager and us, or our Management Agreement, for purposes of calculating our incentive fee expense.

Our CECL reserve has been excluded from Distributable Earnings consistent with other unrealized gains (losses) pursuant to our existing policy for reporting Distributable Earnings.

We expect to only recognize such potential credit losses in Distributable Earnings if and when such amounts are deemed nonrecoverable upon a realization event.

This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected.

Our CECL reserves have been excluded from Distributable Earnings consistent with other unrealized gains (losses) pursuant to our existing policy for reporting Distributable Earnings.

We expect to only recognize such potential credit losses in Distributable Earnings if and when such amounts are realized and deemed non-recoverable upon a realization event.

This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but realization and non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected.

The timing of any such credit loss realization in our Distributable Earnings may differ materially from the timing of CECL reserves or charge-offs in our consolidated financial statements prepared in accordance with GAAP.

The realized loss amount reflected in Distributable Earnings will equal the difference between the cash received, or expected to be received, and the book value of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the loan.

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Further, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations, and is a performance metric we consider when declaring our dividends.

Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), or an indication of our GAAP cash flows from operations, a measure of our liquidity, or an indication of funds available for our cash needs.

In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies.

The following table provides a reconciliation of Distributable Earnings to GAAP net income ($ in thousands, except per share data):

Furthermore, we believe it is useful to present Distributable Earnings prior to charge-offs of CECL reserves to reflect our direct operating results and help existing and potential future holders of our class A common stock assess the performance

of our business excluding such charge-offs.

We utilize Distributable Earnings prior to charge-offs of CECL reserves as an additional performance metric to consider when declaring our dividends.

Distributable Earnings mirrors the terms of our Management Agreement for purposes of calculating our incentive fee expense.

Therefore, Distributable Earnings prior to charge-offs of CECL reserves is calculated net of the incentive fee expense that would have been recognized if such charge-offs had not occurred.

Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves do not represent net income (loss) or cash generated from operating activities and should not be considered as alternatives to GAAP net income (loss), or indicators of our GAAP cash flows from operations, measures of our liquidity, or indicators of funds available for our cash needs.

In addition, our methodology for calculating Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves may not be comparable to similar metrics reported by other companies.

The following table provides a reconciliation of Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves to GAAP net loss ($ in thousands, except per share data):

Three Months Ended

September 30, 2023 June 30, 2023

Net income (1)

March 31, 2024 December 31, 2023

$ (123,838) $ (2,376)

Increase in current expected credit loss reserve 96,900 27,807

Charge-offs of CECL reserves (2)

Increase in CECL reserves 234,868 115,261

Non-cash compensation expense 8,112 7,729

Realized hedging and foreign currency (loss) gain, net (2)

Other items — 43

Realized hedging and foreign currency gain (loss), net (3)

Adjustments attributable to non-controlling interests, net (35) (83)

Other items (7) 8

Distributable Earnings $ 58,198 $ 118,982

Charge-offs of CECL reserves (2)

Incentive fee related to charge-offs of CECL reserves (4)

Distributable Earnings prior to charge-offs of CECL reserves $ 112,939 $ 118,982

Weighted-average shares outstanding, basic (5)

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Distributable Earnings per share, basic $ 0.33 $ 0.69

(1) Represents net income attributable to Blackstone Mortgage Trust.

(2) Represents realized gains and losses on the repatriation of unhedged foreign currency.

These amounts were not included in GAAP net income, but rather as a component of other comprehensive income in our consolidated financial statements.

(3) The weighted-average shares outstanding, basic, exclude shares issuable from a potential conversion of our Convertible Notes.

Distributable Earnings per share, basic, prior to charge-offs of CECL reserves $ 0.65 $ 0.69

(1) Represents net loss attributable to Blackstone Mortgage Trust.

(2) Represents realized losses related to loan principal amounts deemed non-recoverable during the three months ended March 31, 2024.

(3) Represents realized gains (losses) on the repatriation of unhedged foreign currency.

These amounts were not included in GAAP net loss, but rather as a component of other comprehensive income in our consolidated financial statements.

(4) Reflects the $6.3 million incentive fee expense that would have been incurred if such charge-offs had not occurred.

(5) The weighted-average shares outstanding, basic, exclude shares issuable from a potential conversion of our Convertible Notes then outstanding.

Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs.

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The following table calculates our book value per share ($ in thousands, except per share data):

September 30, 2023 June 30, 2023

March 31, 2024 December 31, 2023

Stockholders’ equity $ 4,144,753 $ 4,367,711

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$ 23.83 $ 25.16

(1) The book value per share excludes shares issuable from a potential conversion of our Convertible Notes.

(1) The book value per share excludes shares issuable from a potential conversion of our Convertible Notes then outstanding.

Refer to Note 14 to our consolidated financial statements for the calculation of diluted net income per share.

Loan Portfolio

Loan fundings during the quarter totaled $440.4 million and loan repayments and sales during the quarter totaled $1.0 billion.

We generated interest income of $519.3 million and incurred interest expense of $354.0 million during the quarter, which resulted in $165.4 million of net interest income during the three months ended September 30, 2023.

Loan fundings during the quarter totaled $353.2 million and loan repayments and sales totaled $1.0 billion.

We generated interest income of $486.1 million and incurred interest expense of $343.7 million during the quarter, which resulted in $142.4 million of net interest income during the three months ended March 31, 2024.

Portfolio Overview

The following table details our loan origination activity ($ in thousands):

Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023

Three Months Ended

March 31, 2024 December 31, 2023

Loan originations (1)

$ 50,000 $ 50,000

Loan fundings (2)

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(1) Includes new loan originations and additional commitments made under existing loans.

(2) Loan fundings during the three and nine months ended September 30, 2023, include $87.0 million and $258.0 million, respectively, of additional fundings under related non-consolidated senior interests.

(3) Loan repayments and sales during the three and nine months ended September 30, 2023, include $139.4 million and $795.8 million, respectively, of additional repayments or reduction of loan exposure under related non-consolidated senior interests.

Additionally, loan repayments and sales during both the three and nine months ended September 30, 2023, include $50.7 million related to the sale of a junior loan interest.

The following table details overall statistics for our loan portfolio as of September 30, 2023 ($ in thousands):

(2) Loan fundings during the three months ended March 31, 2024 and December 31, 2023, include $49.1 million and $36.1 million, respectively, of additional fundings under related non-consolidated senior interests.

(3) Loan repayments and sales during the three months ended March 31, 2024 and December 31, 2023 include $454.8 million and $795.8 million, respectively, of additional repayments or reduction of loan exposure under related non-consolidated senior interests.

Additionally, loan repayments and sales during the three months ended December 31, 2023 include $50.0 million of sales of junior loan interests.

There were no sales of junior loan interests during the three months ended March 31, 2024.

The following table details overall statistics for our loan portfolio as of March 31, 2024 ($ in thousands):

Balance Sheet

Portfolio Loan

Number of investments 185 185

Number of loans 173 173

Principal balance $ 23,317,882 $ 23,959,967

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(1) Total loan exposure reflects our aggregate exposure to each loan investment.

As of September 30, 2023, total loan exposure, includes (i) loans with an outstanding principal balance of $23.8 billion that are included in our consolidated financial statements, (ii) $1.1 billion of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $48.8 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements.

We have retained an aggregate $280.3 million of subordinate mezzanine loans, as of September 30, 2023, related to non-consolidated senior interests that are included in our balance sheet portfolio.

As of March 31, 2024, total loan exposure, includes (i) loans with an outstanding principal balance of $23.3 billion that are included in our consolidated financial statements, (ii) $742.6 million of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $100.5 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements.

We have retained an aggregate $185.3 million of subordinate mezzanine loans, as of March 31, 2024, related to non-consolidated senior interests that are included in our balance sheet portfolio.

(2) Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures.

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

As of September 30, 2023, 99% of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR, and the remaining 1% of our loans earn a fixed rate of interest.

Floating rate exposure includes an interest rate swap with a notional amount of $229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure.

As of March 31, 2024, substantially all of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR.

Floating rate exposure includes an interest rate swap we entered into with a notional amount of $229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure.

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.

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

As of September 30, 2023, 19% of our loans by total loan exposure were subject to yield maintenance or other prepayment restrictions and 81% were open to repayment by the borrower without penalty.

(5) Based on LTV as of the dates loans were originated or acquired by us, excluding any junior participations sold.

The following table details the index rate floors for our loan portfolio based on total loan exposure as of September 30, 2023 ($ in thousands):

As of March 31, 2024, 13% of our loans by total loan exposure were subject to yield maintenance or other prepayment restrictions and 87% were open to repayment by the borrower without penalty.

(5) Based on LTV as of the dates loans were originated or acquired by us, excluding any loans that are impaired and any junior participations sold.

The following table details the index rate floors for our loan portfolio based on total loan exposure as of March 31, 2024 ($ in thousands):

Total Loan Exposure (1)

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(1) Total loan exposure reflects our aggregate exposure to each loan investment.

See Note 2 for further discussion of loan participations sold.

See Note 2 to our consolidated financial statements for further discussion of loan participations sold.

(2) Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Swiss Franc, and Danish Krone currencies.

(3) Includes an interest rate swap with a notional amount of $229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure.

(4) As of September 30, 2023, the weighted-average index rate floor of our total loan exposure was 0.43%.

(3) Includes an interest rate swap we entered into with a notional amount of $229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure.

(4) Includes all floating rate impaired loans.

(5) As of March 31, 2024, the weighted-average index rate floor of our total loan exposure was 0.76%.

Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 1.30%.

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Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 1.02%.

The following table details the floating benchmark rates for our loan portfolio based on total loan exposure as of September 30, 2023 (total loan exposure amounts in thousands):

The following table details the floating benchmark rates for our loan portfolio based on total loan exposure as of March 31, 2024 (total loan exposure amounts in thousands):

Currency Total Loan Exposure (1)

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+ 3.10% + 3.39%

10 € € 2,517,025 EURIBOR + 3.15% + 3.60%

18 £ £ 2,693,749 SONIA + 3.85% + 4.32%

11 € € 2,528,789 EURIBOR + 3.17% + 3.60%

7 Various $ 2,002,479 Other (5)

+ 4.15% + 4.44%

185 $ 24,912,876 Applicable Index + 3.38% + 3.73%

173 $ 23,959,967 + 3.33% + 3.66%

(1) Total loan exposure reflects our aggregate exposure to each loan investment.

See Note 2 for further discussion of loan participations sold.

See Note 2 to our consolidated financial statements for further discussion of loan participations sold.

(2) We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S.

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Excludes loans accounted for under the cost-recovery method.

(4) Includes an interest rate swap with a notional amount of $229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure.

(4) Includes an interest rate swap we entered into with a notional amount of $229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure.

(5) Includes floating rate loans indexed to STIBOR, BBSY, SARON, and CIBOR indices.

The charts below detail the geographic distribution and types of properties securing our loan portfolio, as of September 30, 2023:

Collateral Diversification

(Net Loan Exposure, (1) % of Total)

The charts below detail the geographic distribution and types of properties securing our loan portfolio, as of March 31, 2024:

Geographic Diversification

(Net Loan Exposure, (1) % of Total)

(Net Loan Exposure) (1)

Collateral Diversification

(Net Loan Exposure) (1)(2)

______________

(1) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of September 30, 2023, which is our total loan exposure net of (i) $1.1 billion of non-consolidated senior interests, (ii) $935.4 million of asset-specific debt, (iii) $226.9 million of senior loan participations sold, (iv) $40.7 million of cost-recovery proceeds, and (v) our total loans receivable CECL reserve of $463.4 million.

(1) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of March 31, 2024, which is our total loan exposure net of (i) $742.6 million of non-consolidated senior interests, (ii) $1.1 billion of asset-specific debt, (iii) $234.8 million of senior loan participations sold, (iv) $57.9 million of cost-recovery proceeds, and (v) our total loans receivable CECL reserve of $751.4 million.

Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the corresponding collateral loans.

(2) Assets with multiple components are proportioned into the relevant collateral types based on the allocated value of each collateral type.

Refer to section VI of this Item 2 for details of our loan portfolio, on a loan-by-loan basis.

Portfolio Management

During the three months ended September 30, 2023, all borrowers were compliant with the contractual terms of each respective loan, with limited interest deferrals.

As of March 31, 2024, 99.0% of borrowers, based on net loan exposure, were compliant with the contractual terms of each respective loan.

We believe this demonstrates the overall strength of our loan portfolio and the commitment and financial wherewithal of our borrowers generally, which are primarily affiliated with large real estate private equity funds and other strong, well-capitalized, and experienced sponsors.

As of March 31, 2024, one of our impaired loans with an amortized cost basis of $138.8 million was past its current maturity date.

This loan was also more than 90 days past due on its interest payment and had a risk rating of “5.” Additionally, as of March 31, 2024, one other impaired loan with an amortized cost basis of $223.4 million was less than 30 days past due on its interest payment and had a risk rating of “5.”

We maintain a robust asset management relationship with our borrowers and utilize these relationships to maximize the performance of our portfolio, including during periods of volatility.

We believe that we benefit from these relationships and from our long-standing core business model of originating senior loans collateralized by large assets in major markets with experienced, well-capitalized institutional sponsors.

Our loan portfolio’s low weighted-average origination LTV of 64.0%, excluding any junior participations sold, as of September 30, 2023 reflects significant equity value that we expect our sponsors will be motivated to protect through periods of cyclical disruption.

Our loan portfolio’s low weighted-average origination LTV is 63.4%,

excluding any loans that are impaired and any junior participations sold, as of March 31, 2024.

While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.

As of September 30, 2023, we had an aggregate $322.6 million asset-specific CECL

reserve related to ten of our loans receivable, with an aggregate amortized cost basis of $1.4 billion, net of cost-recovery proceeds.

This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of September 30, 2023.

As of March 31, 2024, we had an aggregate $602.6 million asset-specific CECL reserve related to 17 of our loans receivable, with an aggregate amortized cost basis of $2.4 billion, net of cost-recovery proceeds.

This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of March 31, 2024.

Our portfolio monitoring and asset management operations benefit from the deep knowledge, experience, and information advantages derived from our position as part of Blackstone’s real estate platform.

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As discussed in Note 2 to our consolidated financial statements, we perform a quarterly review of our loan portfolio, assesses the performance of each loan, and assigns it a risk rating between “1” and “5”, from less risk to greater risk.

Our loan portfolio had a weighted-average risk rating of 2.9 as of both September 30, 2023 and December 31, 2022.

Our loan portfolio had a weighted-average risk rating of 3.0 as of both March 31, 2024 and December 31, 2023, respectively.

The following table allocates the net book value, total loan exposure, and net loan exposure balances based on our internal risk ratings ($ in thousands):

September 30, 2023

March 31, 2024

Risk Rating Number

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(1) Total loan exposure reflects our aggregate exposure to each loan investment.

See Note 2 for further discussion of loan participations sold.

(2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of September 30, 2023, which is our total loan exposure net of (i) $1.1 billion of non-consolidated senior interests, (ii) $935.4 million of asset-specific debt, (iii) $226.9 million of senior loan participations sold, (iv) $40.7 million of cost-recovery proceeds, and (v) our total loans receivable CECL reserve of $463.4 million.

See Note 2 to our consolidated financial statements for further discussion of loan participations sold.

(2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of March 31, 2024, which is our total loan exposure net of (i) $742.6 million of non-consolidated senior interests, (ii) $1.1 billion of asset-specific debt, (iii) $234.8 million of senior loan participations sold, (iv) $57.9 million of cost-recovery proceeds, and (v) our total loans receivable CECL reserve of $751.4 million.

Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the corresponding collateral loans.

Current Expected Credit Loss Reserve

The CECL reserve required by GAAP reflects our current estimate of potential credit losses related to our loans included in our consolidated balance sheets.

The CECL reserves required by GAAP reflect our current estimate of potential credit losses related to our loans and notes receivable included in our consolidated balance sheets.

Other than a few narrow exceptions, GAAP requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the principle underlying the CECL model that all loans and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.

During the three months ended September 30, 2023, we recorded an increase of $99.5 million in the CECL reserve against our loans receivable portfolio, bringing our total loans receivable CECL reserve to $463.4 million as of September 30, 2023.

This CECL reserve reflects certain loans assessed for impairment in our portfolio, as well as macroeconomic conditions.

During the three months ended September 30, 2023, we recorded an aggregate net increase of $108.2 million in the asset-specific CECL reserve related to our impaired loans.

The increase was primarily driven by three additional loans that were impaired during the three months ended September 30, 2023.

As of September 30, 2023, the income accrual was suspended

on these loans as recovery of income and principal was doubtful.

During the three months ended September 30, 2023, we recorded $7.2 million of interest income on these three loans.

As of September 30, 2023, we had an aggregate $322.6 million asset-specific CECL reserve related to ten of our loans receivable, with an aggregate amortized cost basis of $1.4 billion, net of cost-recovery proceeds.

This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of September 30, 2023.

During the three months ended March 31, 2024, we recorded an increase of $235.4 million in the CECL reserves against our loans receivable portfolio, primarily related to seven new impaired loans, offset by charge-offs of our CECL reserves of $61.0 million, bringing our total loans receivable CECL reserve to $751.4 million as of March 31, 2024.

These charge-offs related to three previously impaired loans that were resolved during the three months ended March 31, 2024.

resolutions were the result of (i) a deed-in-lieu of foreclosure related to an office asset in Mountain View, CA, which is now included on our consolidated balance sheet as an REO asset, (ii) the sale of an office asset in Miami, FL to a new borrower, resulting in a repayment of $9.5 million and a reduction to the outstanding principal balance of the loan, and (iii) a repayment of a multifamily asset in New York, NY.

As of March 31, 2024, the income accrual was suspended on the seven additional loans that were impaired as the recovery of income and principal was doubtful.

During the three months ended March 31, 2024, we recorded $16.8 million of interest income on these seven loans.

This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of March 31, 2024.

No income was recorded on our impaired loans subsequent to determining that they were impaired.

As of September 30, 2023, all such borrowers were compliant with the contractual terms of each respective loan, including any required payment of interest.

During the three months ended September 30, 2023, we received an aggregate $10.2 million of cash proceeds from such loans that were applied as a reduction to the amortized cost basis of each respective loan.

Refer to Note 2 for further discussion of our revenue recognition and CECL reserve policies.

During the three months ended March 31, 2024, we received an aggregate $16.8 million of cash proceeds from such loans that were applied as a reduction to the amortized cost basis of each respective loan.

As of March 31, 2024, one of our impaired loans with an amortized cost basis of $138.8 million was past its current maturity date.

This loan was also more than 90 days past due on its interest payment and had a risk rating of “5.”.

Additionally, as of March 31, 2024, one other impaired loan with an amortized cost basis of $223.4 million was less than 30 days past due on its interest payment and had a risk rating of “5.” As of March 31, 2024, all other borrowers were compliant with the contractual terms of each respective loan, including any required payment of interest.

Refer to Note 2 for further discussion of our policies on revenue recognition and our CECL reserves.

Multifamily Joint Venture

As of September 30, 2023, our Multifamily Joint Venture held $639.2 million of loans, which are included in the loan disclosures above.

As of March 31, 2024, our multifamily joint venture held $614.4 million of loans, which are included in the loan disclosures above.

Refer to Note 2 to our consolidated financial statements for additional discussion of our multifamily joint venture.

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Outstanding Principal Balance

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Secured debt $ 12,403,449 $ 12,697,058

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Borrowings Outstanding

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Secured credit facilities $ 12,403,449 $ 12,697,058

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Secured Credit Facilities

The following table details our secured credit facilities by spread over the applicable base rates as of September 30, 2023 ($ in thousands):

Nine Months Ended September 30, 2023 September 30, 2023

The following table details our secured credit facilities by spread over the applicable base rates as of March 31, 2024 ($ in thousands):

Three Months Ended March 31, 2024 March 31, 2024

New Financings (2)

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

(2) Represents borrowings outstanding as of September 30, 2023 for new financings closed during the nine months ended September 30, 2023.

(2) Represents the amount of new borrowings we obtained approval for during the three months ended March 31, 2024.

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

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

Excludes loans accounted for under the cost-recovery method.

(4) Represents the weighted-average all-in cost as of September 30, 2023 and is not necessarily indicative of the spread applicable to recent or future borrowings.

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

All-in yield excludes loans accounted for under the cost-recovery method.

(4) Represents the weighted-average all-in cost as of March 31, 2024 and is not necessarily indicative of the spread applicable to recent or future borrowings.

(5) Represents the principal balance of the collateral assets and the book value of the REO asset.

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

Acquisition Facility

We have a $100.0 million full recourse secured credit facility that is designed to finance eligible first mortgage originations for up to nine months as a bridge to term financing without obtaining discretionary lender approval.

The cost of borrowing under the facility is variable, dependent on the type of loan collateral, and its maturity date is April 3, 2024.

As of September 30, 2023, we had no assets pledged to our acquisition facility and no outstanding borrowings.

As of March 31, 2024, we had a $100.0 million full recourse secured credit facility that was designed to finance eligible first mortgage originations for up to nine months as a bridge to term financing without obtaining discretionary lender approval.

The cost of borrowing under the facility was variable, dependent on the type of loan collateral.

As of March 31, 2024, we had no assets pledged to our acquisition facility and no outstanding borrowings.

This facility matured on April 3, 2024.

Securitizations

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The following table details our securitized debt obligations and the underlying collateral assets that are financed by our CLOs ($ in thousands):

September 30, 2023

March 31, 2024

Securitized Debt Obligations Count Principal

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Senior CLO Securities Outstanding 1 $ 785,452 $ 784,138 + 1.70 % May 2038

Underlying Collateral Assets 27 1,000,000 1,000,000 + 3.35 % December 2025

Underlying Collateral Assets 26 981,703 981,703 + 3.16 % March 2026

2020 FL3 Collateralized Loan Obligation

Senior CLO Securities Outstanding 1 689,384 689,384 + 2.19 % November 2037

Underlying Collateral Assets 15 907,592 907,592 + 3.04 % May 2025

Underlying Collateral Assets 15 880,634 880,634 + 2.86 % January 2026

2020 FL2 Collateralized Loan Obligation

Senior CLO Securities Outstanding 1 854,620 854,551 + 1.62 % February 2038

Underlying Collateral Assets 16 1,249,294 1,249,294 + 3.25 % May 2025

Underlying Collateral Assets 15 1,111,495 1,111,495 + 2.85 % February 2026

Senior CLO Securities Outstanding (5)

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Underlying Collateral Assets 56 $ 2,973,832 $ 2,973,832 + 2.94 %

(1) The book value of underlying collateral assets excludes any applicable CECL reserves.

(2) 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.

(3) The weighted-average all-in yield and cost are expressed as a spread over SOFR, which is the relevant floating benchmark rate for each securitized debt obligation.

Excludes loans accounted for under the cost-recovery method.

All-in yield excludes loans accounted for under the cost-recovery method.

(4) Underlying Collateral Assets term represents the weighted-average final maturity of such loans, assuming all extension options are exercised by the borrower.

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

(4) During the three and nine months ended September 30, 2023, we recorded $44.5 million and $127.6 million, respectively, of interest expense related to our securitized debt obligations.

(5) During the three months ended March 31, 2024, we recorded $41.5 million of interest expense related to our securitized debt obligations.

Refer to Note 7 and Note 19 to our consolidated financial statements for additional details of our securitized debt obligations.

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The following table details our asset-specific debt ($ in thousands):

September 30, 2023

March 31, 2024

Asset-Specific Debt Count Principal

Book Value Wtd.

Book Value (1)

Yield/Cost (2)

Financing provided 2 $ 935,435 $ 930,757 + 3.13 % February 2026

Collateral assets 2 $ 1,111,453 $ 1,102,848 + 3.95 % February 2026

Financing provided 2 $ 1,064,484 $ 1,061,380 + 3.16 % April 2026

Collateral assets 2 $ 1,268,225 $ 1,261,171 + 3.90 % April 2026

(1) The book value of underlying collateral assets excludes any applicable CECL reserves.

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

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Outstanding Principal Balance

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Term loans $ 2,129,723 $ 2,135,221

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Total corporate financing $ 2,769,641 $ 2,801,311

As of September 30, 2023, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):

Term Loans Face Value Interest Rate (1)

The following table details our outstanding senior term loan facilities, or Term Loans, Senior Secured Notes, and convertible senior notes, or Convertible Notes, as of March 31, 2024 ($ in thousands):

Corporate Financing Face Value Interest Rate (1)

All-in Cost (1)(2)

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B-4 Term Loan 811,363 + 3.50 % + 4.11 % May 9, 2029

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

The Term Loans are indexed to one-month SOFR.

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

Refer to Note 2 and Note 9 to our consolidated financial statements for additional discussion of our Term Loans.

Total term loans $ 2,129,723

Senior Secured Notes

During the three months ended September 30, 2023, we repurchased an aggregate principal amount of $33.4 million of the Senior Secured Notes at a weighted-average price of 85%.

This resulted in a gain on extinguishment of debt of $4.5 million during both the three and nine months ended September 30, 2023.

As of September 30, 2023, the following Senior Secured Notes, were outstanding ($ in thousands):

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

Senior Secured Notes $ 339,918 3.75 % 4.02 % January 15, 2027

(1) Includes transaction expenses that are amortized through interest expense over the life of the Senior Secured Notes.

Refer to Note 2 and Note 10 to our consolidated financial statements for additional discussion of our Senior Secured Notes.

Convertible Notes Issuance

Convertible Notes (3)

As of September 30, 2023 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)

March 2022 $ 300,000 5.50 % 5.94 % $36.27 March 15, 2027

(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 27.5702 for the March 2022 convertible notes.

$ 300,000 5.50 % 5.94 % March 15, 2027

Total corporate financings $ 2,769,641

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

The Term Loans are indexed to one-month SOFR.

(2) Includes issue discounts, transaction expenses, and/or issuance costs, as applicable, that are amortized through interest expense over the life of each respective financing.

(3) The conversion price of the Convertible Notes is $36.27, which represents the price of class A common stock per share based on a conversion rate of 27.5702.

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 March 2022 convertible notes supplemental indenture has not been exceeded as of September 30, 2023.

Refer to Note 2 and Note 11 to our consolidated financial statements for additional discussion of our Convertible Notes.

The cumulative dividend threshold has not been exceeded as of March 31, 2024.

During the three months ended March 31, 2024, we repurchased an aggregate principal amount of $26.2 million of the Senior Secured Notes at a weighted-average price of 88%.

This resulted in a gain on extinguishment of debt of $3.0 million during the three months ended March 31, 2024.

Refer to Note 2, Note 10, Note 11, and Note 12 to our consolidated financial statements for additional discussion of our Term Loans, Senior Secured Notes, and Convertible Notes.

Floating Rate Portfolio

Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates will decrease net income.

As of September 30, 2023, 99% of our loans by total loan exposure earned a floating rate of interest and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate loans.

As of March 31, 2024, substantially all of our loans by total loan exposure earned a floating rate of interest and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate loans.

Our liabilities are generally currency and index-matched to each collateral asset, resulting in a net exposure to movements in benchmark rates that varies by currency silo based on the relative proportion of floating rate assets and liabilities.

The following table details our investment portfolio’s exposure to interest rates by currency as of September 30, 2023 (amounts in thousands):

The following table details our investment portfolio’s exposure to interest rates by currency as of March 31, 2024 (amounts in thousands):

All Other (1)

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(2) Our floating rate loans and related liabilities are currency and index-matched to the applicable benchmark rate relevant in each arrangement.

(3) Includes an interest rate swap with a notional amount of $229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure.

(4) Excludes $1.1 billion of non-consolidated senior interests and $275.7 million of loan participations sold, as of September 30, 2023.

(3) Includes an interest rate swap we entered into with a notional amount of $229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure.

(4) Excludes $2.4 billion of floating rate impaired loans.

(5) Excludes $742.6 million of non-consolidated senior interests and $335.3 million of loan participations sold, as of March 31, 2024.

Our non-consolidated senior interests and loan participations sold are structurally non-recourse and term-matched to the corresponding loans, and have no impact on our net floating rate exposure .

(6) Our loan agreements generally require our borrowers to purchase interest rate caps, which mitigates our borrowers’ exposure to an increase in interest rates.

(7) Includes amounts outstanding under secured debt, securitizations, asset-specific debt, and Term Loans.

(8) Represents the U.S.

dollar equivalent as of September 30, 2023.

dollar equivalent as of March 31, 2024.

In addition to the risks related to fluctuations in cash flows and asset values associated with movements in interest rates, there is also the risk of non-performance on floating rate assets.

In the case of a significant increase in interest rates, the cash flows of the collateral real estate assets may not be sufficient to pay debt service due under our loans, which may contribute to non-performance or, in severe cases, default.

This risk is partially mitigated by our consideration of rising rate stress-testing during our underwriting process, which generally includes a requirement for our borrower to purchase an interest rate cap contract with an unaffiliated third party, provide an interest reserve deposit, and/or provide interest guarantees or other structural protections.

As of March 31, 2024, 95% of our performing loans have interest rate caps, with a weighted-average strike price of 3.4%, or interest guarantees.

During the three months ended March 31, 2024, interest rate caps on $4.2 billion of loans, with a 3.3% weighted-average strike price, expired and 95% were replaced with new interest rate caps, with a weighted-average strike price of 4.2%, or interest guarantees.

Our Results of Operations

Operating Results

The following table sets forth information regarding our consolidated results of operations for the three months ended September 30, 2023 and June 30, 2023 ($ in thousands, except per share data):

The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2024 and December 31, 2023 ($ in thousands, except per share data):

Three Months Ended Change

September 30, 2023 June 30, 2023 $

March 31, 2024 December 31, 2023 $

Income from loans and other investments

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Gain on extinguishment of debt 2,963 75 2,888

Income before income taxes 32,128 103,699 (71,571)

Loss before income taxes (122,168) (1,017) (121,151)

Income tax provision 1,002 698 304

Net Income 30,560 102,497 (71,937)

Net loss (123,170) (1,715) (121,455)

Net income attributable to non-controlling interests (668) (661) (7)

Net income attributable to Blackstone Mortgage Trust, Inc.

Net loss attributable to Blackstone Mortgage Trust, Inc.

$ (123,838) $ (2,376) $ (121,462)

Net income per share of common stock

Basic $ 0.17 $ 0.59 $ (0.42)

Diluted $ 0.17 $ 0.58 $ (0.41)

Weighted-average shares of common stock outstanding

Basic 172,648,118 172,615,385 32,733

Diluted 172,648,118 180,886,445 (8,238,327)

Net loss per share of common stock, basic and diluted $ (0.71) $ (0.01) $ (0.70)

Weighted-average shares of common stock outstanding, basic and diluted 174,041,630 172,824,083 1,217,547

Dividends declared per share $ 0.62 $ 0.62 $ —

Income from loans and other investments, net

Income from loans and other investments, net decreased $12.0 million during the three months ended September 30, 2023 compared to the three months ended June 30, 2023.

The decrease was primarily due to (i) a decrease in the weighted-average principal balance of our loan portfolio by $659.8 million for the three months ended September 30, 2023 compared to the three months ended June 30, 2023 and (ii) a decline in interest income related to an additional loan accounted for under the cost-recovery method effective June 30, 2023.

This was offset by a decrease in the weighted-average principal balance of our outstanding financing arrangements by $715.7 million for the three months ended September 30, 2023 compared to the three months ended June 30, 2023.

Income from loans and other investments, net decreased $11.4 million during the three months ended March 31, 2024 compared to the three months ended December 31, 2023.

The decrease was primarily due to a decline in interest income related to additional loans accounted for under the cost-recovery method during the three months ended March 31, 2024.

This was offset by a decrease in the weighted-average principal balance of our outstanding financing arrangements by $144.4 million for the three months ended March 31, 2024 compared to the three months ended December 31, 2023.

Other expenses

Other expenses include management and incentive fees payable to our Manager and general and administrative expenses.

Other expenses decreased by $5.0 million during the three months ended September 30, 2023 compared to the three months ended June 30, 2023 primarily due to a decrease of (i) $4.0 million of incentive fees payable to our Manager and (ii) $966,000 of general operating expenses.

Other expenses decreased by $6.9 million during the three months ended March 31, 2024 compared to the three months ended December 31, 2023 primarily due to a decrease of $7.5 million of incentive fees payable to our Manager, due to a decrease in Distributable Earnings, driven primarily by charge-offs of CECL reserves.

This was offset by an increase of $353,000 of non-cash restricted stock amortization related to shares awarded under our long-term incentive plans.

Changes in current expected credit loss reserve

During the three months ended September 30, 2023, we recorded a $96.9 million increase in the CECL reserve, as compared to a $27.8 million increase during the three months ended June 30, 2023.

This CECL reserve reflects certain

loans assessed for impairment in our portfolio, as well as macroeconomic conditions.

See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserve.

During the three months ended March 31, 2024, we recorded a $234.9 million increase in our CECL reserves, as compared to a $115.3 million increase during the three months ended December 31, 2023.

These CECL reserves primarily reflect certain impaired loans in our portfolio.

Gain on extinguishment of debt

During the three months ended September 30, 2023, we recognized a gain on extinguishment of debt of $4.5 million related to the repurchase of an aggregate principal amount of $33.4 million of our Senior Secured Notes.

There was no repurchase activity in the three months ended June 30, 2023.

During the three months ended March 31, 2024, we recognized a gain on extinguishment of debt of $3.0 million related to the repurchase of an aggregate principal amount of $26.2 million of our Senior Secured Notes.

During the three months ended December 31, 2023 we recognized a gain on extinguishment of $75,000 related to the repurchase of an aggregate principal amount of $500,000 of our Senior Secured Notes.

Income tax provision

The income tax provision increased by $304,000 during the three months ended March 31, 2024 compared to the three months ended December 31, 2023 primarily due to an increase in the income tax provisions related to our taxable REIT subsidiaries.

Dividends per share

During the three months ended September 30, 2023, we declared aggregate dividends of $0.62 per share, or $106.8 million.

During the three months ended June 30, 2023, we declared aggregate dividends of $0.62 per share, or $106.8 million.

The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2023 and 2022 ($ in thousands, except per share data):

Nine Months Ended Change

September 30, 2023 September 30, 2022 $

During the three months ended March 31, 2024, we declared dividends of $0.62 per share, or $107.7 million in aggregate.

During the three months ended December 31, 2023, we declared dividends of $0.62 per share, or $107.4 million in aggregate.

The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2024 and 2023 ($ in thousands, except per share data):

Three Months Ended March 31, Change

Income from loans and other investments

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Gain on extinguishment of debt 2,963 — 2,963

Income before income taxes 256,276 300,111 (43,835)

(Loss) income before income taxes (122,168) 120,449 (242,617)

Income tax provision 1,002 1,893 (891)

Net Income 251,613 298,047 (46,434)

Net (loss) income (123,170) 118,556 (241,726)

Net income attributable to non-controlling interests (668) (799) 131

Net income attributable to Blackstone Mortgage Trust, Inc.

Net (loss) income attributable to Blackstone Mortgage Trust, Inc.

$ (123,838) $ 117,757 $ (241,595)

Net income per share of common stock

Net (loss) income per share of common stock

Basic $ (0.71) $ 0.68 $ (1.39)

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Income from loans and other investments, net

Income from loans and other investments, net increased $79.9 million during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022.

The increase was primarily due to (i) an increase in floating rate indices during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, and (ii) an increase in the weighted-average principal balance of our loan portfolio by $835.7 million for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022.

This was offset by (i) an increase in the weighted-average principal balance of our outstanding financing arrangements by $821.0 million for the nine months

ended September 30, 2023, as compared to the nine months ended September 30, 2022 and (ii) a decline in interest income related to an additional four loans accounted for under the cost-recovery method effective December 31, 2022.

Income from loans and other investments, net decreased $31.8 million during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

The decrease was primarily due to (i) a decline in interest income related to additional loans accounted for under the cost-recovery method for the three months ended March 31, 2024, and

(ii) a decrease in the weighted-average principal balance of our loan portfolio by $1.6 billion for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023.

This was offset by a decrease in the weighted-average principal balance of our outstanding financing arrangements by $1.7 billion for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023.

Other expenses

Other expenses increased by $16.5 million during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 due to an increase of (i) $14.9 million of incentive fees payable to our Manager, due to an increase in Distributable Earnings, (ii) $2.5 million of general operating expenses, and (iii) $1.4 million of management fees payable to our Manager, primarily as a result of an increase in equity.

This was offset by a reduction in non-cash restricted stock amortization of $2.4 million related to shares awarded under our long-term incentive plans.

Other expenses include management and incentive fees payable to our Manager and general and administrative expenses.

Other expenses decreased by $11.3 million during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 due to a decrease of $12.5 million of incentive fees payable to our Manager, due to a decrease in Distributable Earnings, driven primarily by charge-offs of CECL reserves.

This was offset by (i) an increase in non-cash restricted stock amortization of $419,000 related to shares awarded under our long-term incentive plans, (ii) a $406,000 increase of other operating expenses, and (iii) an increase of $374,000 of management fees payable to our Manager, primarily as a result of an increase in our Equity, as defined in our Management Agreement.

Changes in current expected credit loss reserve

During the nine months ended September 30, 2023, we recorded a $134.5 million increase in the CECL reserve, as compared to a $22.7 million increase during the nine months ended September 30, 2022.

This CECL reserve reflects certain loans assessed for impairment in our portfolio, as well as macroeconomic conditions.

During the three months ended March 31, 2024, we recorded a $234.9 million increase in our CECL reserves, as compared to a $9.8 million increase during the three months ended March 31, 2023.

These CECL reserves primarily reflect certain impaired loans in our portfolio.

Gain on extinguishment of debt

During the nine months ended September 30, 2023, we recognized a gain on extinguishment of debt of $4.5 million related to the repurchase of an aggregate principal amount of $33.4 million of our Senior Secured Notes.

There was no repurchase activity in the nine months ended September 30, 2022.

There was no repurchase activity or gain on extinguishment of debt in the three months ended March 31, 2023.

Income tax provision

The income tax provision decreased by $891,000 during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023, due to decreased activity in our taxable REIT subsidiaries.

Dividends per share

During the nine months ended September 30, 2023, we declared aggregate dividends of $1.86 per share, or $320.5 million.

During the nine months ended September 30, 2022, we declared aggregate dividends of $1.86 per share, or $317.1 million.

During the three months ended March 31, 2024, we declared dividends of $0.62 per share, or $107.7 million in aggregate.

During three months ended March 31, 2023, we declared dividends of 0.62 per share, or $106.8 million in aggregate.

Liquidity and Capital Resources

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We have capitalized our business to date primarily through the issuance and sale of shares of our class A common stock, corporate debt, and asset-level financings.

As of September 30, 2023, our capitalization structure included $4.5 billion of common equity, $2.8 billion of corporate debt, and $16.3 billion of asset-level financings.

As of March 31, 2024, our capitalization structure included $4.1 billion of common equity, $2.8 billion of corporate debt, and $15.8 billion of asset-level financings.

Our $2.8 billion of corporate debt includes $2.1 billion of Term Loan borrowings, $339.9 million of Senior Secured Notes, and $300.0 million of Convertible Notes.

Our $16.3 billion of asset-level financings includes $12.8 billion of secured debt, $2.5 billion of securitizations, and $935.4 million of asset-specific debt, all of which are structured to produce term, currency, and index matched funding with no margin call provisions based upon capital markets events.

As of September 30, 2023, we have $1.8 billion of liquidity that can be used to satisfy our short-term cash requirements and as working capital for our business.

Our $15.8 billion of asset-level financings includes $12.4 billion of secured debt, $2.3 billion of securitizations, and $1.1 billion of asset-specific debt, all of which are structured to produce term, currency, and index matched funding with no margin call provisions based upon capital markets events.

As of March 31, 2024, we have $1.7 billion of liquidity that can be used to satisfy our short-term cash requirements and as working capital for our business.

See Notes 6, 7, 8, 9, 10, 11, and 12 to our co nsolidated financial statements for additional details regarding our secured debt, securitized debt obligations, asset-specific debt, loan participations sold, Term Loans, Senior Secured Notes, and Convertible Notes, respectively.

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The following table presents our debt-to-equity ratio and total leverage ratio:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Debt-to-equity ratios (1)

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(3) Represents, in each case at period end, (i) total outstanding secured debt, asset-specific debt, Term Loans, Senior Secured Notes, and convertible notes, less cash, to (ii) Adjusted Equity.

Refer below for the reconciliation of Adjusted Equity to total equity.

Adjusted Equity is a non-GAAP financial measure.

Refer to “Adjusted Debt-to-Equity Ratio and Adjusted Total Leverage Ratio” below for the definition of Adjusted Equity and a reconciliation to total equity.

(4) Represents, in each case at period end, (i) total outstanding secured debt, securitizations, asset-specific debt, Term Loans, Senior Secured Notes, and convertible notes, less cash, to (ii) total equity.

(5) Represents, in each case at period end, (i) total outstanding secured debt, securitizations, asset-specific debt, Term Loans, Senior Secured Notes, and convertible notes, less cash, to (ii) Adjusted Equity.

Refer below for the reconciliation of Adjusted Equity to total equity.

Adjusted Equity is a non-GAAP financial measure.

Refer to “Adjusted Debt-to-Equity Ratio and Adjusted Total Leverage Ratio” below for the definition of Adjusted Equity and a reconciliation to total equity.

Adjusted Debt-to-Equity Ratio and Adjusted Total Leverage Ratio

Our adjusted debt-to-equity and total leverage ratios are measures that are not prepared in accordance with GAAP, as they are calculated using Adjusted Equity, which we define as our total equity, excluding the aggregate CECL reserve on our loans receivable and unfunded loan commitments.

Our adjusted debt-to-equity and total leverage ratios are measures that are not prepared in accordance with GAAP, as they are calculated using Adjusted Equity, which we define as our total equity, excluding the aggregate CECL reserves on our loans receivable and unfunded loan commitments.

We believe that Adjusted Equity provides meaningful information to consider in addition to our total equity determined in accordance with GAAP in the context of assessing our debt-to-equity and total leverage ratios.

The adjusted debt-to-equity and total leverage ratios are metrics we use, in addition to our unadjusted debt-to-equity and total leverage ratios, when evaluating our capitalization structure, as Adjusted Equity excludes the unrealized impact of our CECL reserve, which may vary from quarter-to-quarter as our loan portfolio changes and market and economic conditions evolve.

The adjusted debt-to-equity and total leverage ratios are metrics we use, in addition to our unadjusted debt-to-equity and total leverage ratios, when evaluating our capitalization structure, as Adjusted Equity excludes the unrealized impact of our CECL reserves, which may vary from quarter-to-quarter as our loan portfolio changes and market and economic conditions evolve.

We believe these ratios, and therefore our Adjusted Equity, are useful financial metrics for existing and potential future holders of our class A common stock to consider when evaluating how our business is capitalized and the relative amount of leverage in our business.

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The following table provides a reconciliation of Adjusted Equity to our GAAP total equity ($ in thousands):

September 30, 2023 December 31, 2022

$ 4,493,521 $ 4,544,200

aggregate CECL reserve

March 31, 2024 December 31, 2023

$ 4,164,587 $ 4,387,504

aggregate CECL reserves 766,162 592,307

Adjusted Equity $ 4,930,749 $ 4,979,811

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Our primary sources of liquidity include cash and cash equivalents, available borrowings under our secured debt facilities, and net receivables from servicers related to loan repayments, which are set forth in the following table ($ in thousands):

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Cash and cash equivalents $ 413,986 $ 350,014

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90,006 48,287

$ 1,665,951 $ 1,667,412

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

During the nine months ended September 30, 2023, we generated cash flow from operating activities of $349.1 million and received $2.3 billion from loan principal collections and sales proceeds.

During the three months ended March 31, 2024, we generated cash flow from operating activities of $94.6 million and received $637.2 million from loan principal collections, sales proceeds, and cost-recovery proceeds.

Furthermore, we are able to generate incremental liquidity through the replenishment provisions of certain of our CLOs, which allow us to replace a repaid loan in the CLO by increasing the principal amount of existing CLO collateral assets to maintain the aggregate amount of collateral assets in the CLO, and the related financing outstanding.

We have access to further liquidity through public offerings of debt and equity securities.

To facilitate such offerings, in July 2022, we filed a shelf registration statement with the SEC that is effective for a term of three years and expires in July 2025.

We have access to further liquidity through public and private offerings of equity and debt securities, syndicated term loans, and similar transactions.

To facilitate public offerings, in July 2022, we filed a shelf registration statement with the SEC that is effective for a term of three years and expires in July 2025.

The amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue.

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The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

We may also access liquidity through our dividend reinvestment plan and direct stock purchase plan, under which 9,976,469 shares of class A common stock were available for issuance as of September 30, 2023, and our at the market stock offering program, pursuant to which we may sell, from time to time, up to $480.9 million of additional shares of our class A common stock as of September 30, 2023.

We may also access liquidity through our dividend reinvestment plan and direct stock purchase plan, under which 9,973,525 shares of class A common stock were available for issuance as of March 31, 2024, and our at the market stock offering program, pursuant to which we may sell, from time to time, up to $480.9 million of additional shares of our class A common stock as of March 31, 2024.

Refer to Note 14 to our consolidated financial statements for additional details.

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The amounts involved in any such purchase transactions, individually or in the aggregate, may be material.

During the three months ended September 30, 2023 we repurchased an aggregate principal amount of $33.4 million of the Senior Secured Notes at a weighted-average price of 85%.

This resulted in a gain on extinguishment of debt of $4.5 million during the three months ended September 30, 2023.

As of September 30, 2023, we had unfunded commitments of $2.7 billion related to 101 loans receivable and $1.5 billion of committed or identified financing for those commitments resulting in net unfunded commitments of $1.2 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.

During the three months ended March 31, 2024 we repurchased an aggregate principal amount of $26.2 million of the Senior Secured Notes at a weighted-average price of 88%.

This resulted in a gain on extinguishment of debt of $3.0 million during the three months ended March 31, 2024.

As of March 31, 2024, we had unfunded commitments of $2.1 billion related to 90 loans receivable and $1.0 billion of committed or identified financing for those commitments resulting in net unfunded commitments of $1.0 billion.

The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs.

Loan funding commitments are generally subject to certain conditions, including, without limitation, the progress of capital projects, leasing, and cash flows at the properties securing our loans.

Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets.

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Contractual Obligations and Commitments

Our contractual obligations and commitments as of September 30, 2023 were as follows ($ in thousands):

Our contractual obligations and commitments as of March 31, 2024 were as follows ($ in thousands):

Payment Timing

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

Refer to Note 9 for further details on our term loans.

Refer to Note 10 to our consolidated financial statements for further details on our Term Loans.

(5) Reflects the outstanding principal balance of convertible notes, excluding any potential conversion premium.

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(6) Represents interest payments on our secured debt, asset-specific debt, Term Loans, Senior Secured Notes, and convertible notes.

Future interest payment obligations are estimated assuming the interest rates in effect as of September 30, 2023 will remain constant into the future.

Future interest payment obligations are estimated assuming the interest rates in effect as of March 31, 2024 will remain constant into the future.

This is only an estimate as actual amounts borrowed and interest rates will vary over time.

(7) Total does not include $2.5 billion of consolidated securitized debt obligations, $1.1 billion of non-consolidated senior interests, and $275.7 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us.

(7) Total does not include $2.3 billion of consolidated securitized debt obligations, $742.6 million of non-consolidated senior interests, and $335.3 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us.

We are also required to settle our foreign exchange and interest rate derivatives with our derivative counterparties upon maturity which, depending on foreign currency exchange and interest rate movements, may result in cash received from or due to such counterparties.

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The following table provides a breakdown of the net change in our cash and cash equivalents ($ in thousands):

Nine Months Ended

September 30,

Three Months Ended March 31,

Cash flows provided by operating activities $ 94,610 $ 109,617

Cash flows provided by used in investing activities 376,316 157,087

Cash flows (used in) provided by financing activities (1,407,463) 2,671,630

Net increase (decrease) in cash and cash equivalents $ 128,682 $ (261,830)

We experienced a net increase in cash and cash equivalents of $128.7 million for the nine months ended September 30, 2023, compared to a net decrease of $261.8 million for the nine months ended September 30, 2022.

During the nine months ended September 30, 2023, we received $2.3 billion from loan principal collections and sales proceeds.

Also, during the nine months ended September 30, 2023, we (i) funded $1.1 billion of loans, (ii) repaid a net $672.2 million of secured debt borrowings, (iii) paid $320.1 million of dividends on our class A common stock, and (iv) repaid $220.0 million of convertible notes.

Cash flows used in by financing activities (404,343) (43,725)

Net increase in cash and cash equivalents $ 66,583 $ 222,979

We experienced a net increase in cash and cash equivalents of $66.6 million for the three months ended March 31, 2024, compared to a net increase of $223.0 million for the three months ended March 31, 2023.

During the three months ended March 31, 2024, we received $1.0 billion from loan principal collections and sales proceeds, of which $637.2 million is reflected in our consolidated statement of cash flows prepared in accordance with GAAP, excluding (i) $454.8 million of additional repayments or reduction of loan exposure under related non-consolidated senior interests and (ii) $114.2 million of loan portfolio payments held by servicer.

Also, during the three months ended March 31, 2024, we (i) funded $301.7 million of loans, (ii) repaid $178.1 million of securitized debt obligations, (iii) repaid a net $141.9 million of secured debt borrowings, and (iv) paid $107.4 million of dividends on our class A common stock.

Refer to Note 3 to our consolidated financial statements for further discussion of our loan activity.

Refer to Notes 5, 7, 11, and 13 to our consolidated financial statements for additional discussion of our secured debt, asset-specific debt, convertible notes, and equity, respectively.

Refer to Notes 6, 7, and 14 to our consolidated financial statements for additional discussion of our secured debt, securitized debt obligations, and equity, respectively.

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

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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 September 30, 2023 and December 31, 2022, we were in compliance with all REIT requirements.

As of March 31, 2024 and December 31, 2023, we were in compliance with all REIT requirements.

Furthermore, our taxable REIT subsidiaries are subject to federal, state, and local income tax on their net taxable income.

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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP.

There have been no material changes to our Critical Accounting Policies described in our Annual Report on Form 10-K filed with the SEC on February 8, 2023.

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial

statements, which have been prepared in accordance with GAAP.

There have been no material changes to our Critical Accounting Policies described in our Annual Report on Form 10-K filed with the SEC on February 14, 2024, other than a supplement to the accounting policy for our real estate owned.

Refer to Note 2 to our consolidated financial statements for additional discussion of the accounting policy for our real estate owned.

Current Expected Credit Losses

The current expected credit loss, or CECL, reserve required under the FASB Accounting Standards Codification, or ASC, Topic 326 “Financial Instruments – Credit Losses,” or ASC 326, reflects our current estimate of potential credit losses related to our loans receivable portfolio.

We estimate our CECL reserve primarily using the Weighted-Average Remaining Maturity, or WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in

the Financial Accounting Standards Board Staff Q&A Topic 326, No.

We estimate our CECL reserves primarily using the Weighted-Average Remaining Maturity, or WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in the Financial Accounting Standards Board Staff Q&A Topic 326, No.

Estimating the CECL reserve requires judgment, including the following assumptions:

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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 August 31, 2023.

This database includes commercial mortgage-backed securities, or CMBS, issued since January 1, 1999 through February 29, 2024.

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.

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• Expected timing and amount of future loan fundings and repayments :

Expected credit losses are estimated over the contractual term of each loan, adjusted for expected prepayments.

As part of our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for purposes of computing our CECL reserve.

Expected credit losses are estimated over the contractual term of each loan, adjusted for expected repayments.

As part of our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for purposes of computing our CECL reserves.

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

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• Current credit quality of our portfolio :

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

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, origination 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.

Our risk rating is our primary credit quality indicator in assessing our CECL reserves.

We perform a quarterly risk review of our portfolio of loans and assign each loan a risk rating based on a variety of factors, including, without limitation, origination 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.

• Expectations of performance and market conditions :

Our CECL reserve is 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, inflation, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term.

Our CECL reserves are 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, 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.

We generally also incorporate information from other sources, including information and opinions available to our Manager, to further inform these estimations.

This process requires 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 September 30, 2023.

• Impairment :

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Determining that a loan is impaired requires significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan.

If a loan is determined to be impaired, we record the impairment as a component of our CECL reserve by applying the practical expedient for collateral dependent loans.

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.

If a loan is determined to be impaired, we record the impairment as a component of our CECL reserves by applying the practical expedient for collateral dependent loans.

The CECL reserves are 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 us.

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

We only expect to charge-off the impairment losses if and when such amounts are deemed nonrecoverable.

We only expect to charge-off the impairment losses in our consolidated financial statements prepared in accordance with GAAP if and when such amounts are deemed non-recoverable.

This is generally at the time a loan is repaid or foreclosed.

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These assumptions vary from quarter-to-quarter as our loan portfolio changes and market and economic conditions evolve.

The sensitivity of each assumption and its impact on the CECL reserve may change over time and from period to period.

During the nine months ended September 30, 2023, we recorded an aggregate $134.5 million increase in the CECL reserve related to our loans receivable and unfunded loan commitments, bringing our total reserve to $477.0 million as of September 30, 2023.

See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserve.

The sensitivity of each assumption and its impact on the CECL reserves may change over time and from period to period.

During the three months ended March 31, 2024, we recorded an aggregate $173.9 million increase in our CECL reserves, bringing our total reserves to $766.2 million as of March 31, 2024.

See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserves.

Revenue Recognition

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In addition, for loans we originate, the related origination expenses are deferred and recognized as a reduction to interest income, however expenses related to loans we acquire are included in general and administrative expenses as incurred.

Real Estate Owned

We may assume legal title or physical possession of the collateral underlying a loan through a foreclosure or the execution of a deed-in-lieu of foreclosure.

These real estate acquisitions are classified as real estate owned, or REO, on our consolidated balance sheet and are initially recognized at fair value on the acquisition date in accordance with the ASC Topic 805, “Business Combinations.”

Upon acquisition of REO, we assess the fair value of acquired tangible and intangible assets, which may include land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other identified intangible assets and assumed liabilities, as applicable, and allocate the fair value to the acquired assets and assumed liabilities.

We assess and consider fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that we deem appropriate, as well as other available market information.

Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

We capitalize acquisition-related costs associated with asset acquisitions.

Real estate assets held for investment, except for land, are depreciated using the straight-line method over the assets’ estimated useful lives of up to 40 years for buildings and 10 years for tenant improvements.

Renovations and/or replacements that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives.

The cost of ordinary repairs and maintenance are expensed as incurred.

Real estate assets held for investment are assessed for impairment on a quarterly basis.

If the depreciated cost basis of the asset exceeds the undiscounted cash flows, the asset is considered impaired and the depreciated cost basis is reduced to the fair value.

The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.

The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates, capital requirements and anticipated holding periods that could differ materially from actual results.

Real estate assets are classified as held for sale in the period when they meet the criteria under ASC Topic 360 “Property, Plant, and Equipment.” Once a real estate asset is classified as held for sale, depreciation is suspended and the asset is reported at the lower of its carrying value or fair value less cost to sell.

As of March 31, 2024, we had one REO asset which was vacant and classified as held for investment.

Loan Portfolio Details

The following table provides details of our loan portfolio, on a loan-by-loan basis, as of September 30, 2023 ($ in millions):

The following table provides details of our loan portfolio, on a loan-by-loan basis, as of March 31, 2024 ($ in millions):

Loan Type (1)

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4 Senior Loan 3/22/2018 584 584 584 +3.25 % +3.31 % 3/15/2026 Diversified - Spain Mixed-Use n / a 71 % 4

5 Senior Loan (4)

8/7/2019 571 571 116 +3.22 % +3.46 % 9/9/2025 Los Angeles Office $712 / sqft 59 % 2

5 Senior Loan 7/23/2021 480 463 461 +3.60 % +4.04 % 8/9/2027 New York Multi $621,903 / unit 58 % 2

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10 Senior Loan 4/11/2018 345 340 340 +2.25 % +2.28 % 5/1/2025 New York Office $431 / sqft 71 % 4

12 Senior Loan 2/27/2020 303 302 302 +2.70 % +2.94 % 3/9/2025 New York Multi $795,074 / unit 59 % 3

11 Senior Loan 7/15/2021 310 301 299 +4.25 % +4.75 % 7/16/2026 Diversified - EUR Hospitality $229,765 / key 53 % 3

12 Senior Loan 5/6/2022 298 298 296 +3.50 % +3.79 % 5/6/2027 Diversified - UK Industrial $94 / sqft 53 % 2

14 Senior Loan 9/29/2021 312 292 291 +2.81 % +3.03 % 10/9/2026 Washington, DC Office $381 / sqft 66 % 2

15 Senior Loan 10/25/2021 290 290 288 +4.00 % +4.32 % 10/25/2024 Diversified - AU Hospitality $142,718 / key 56 % 2

13 Senior Loan 12/11/2018 356 296 298 +1.75 % +1.76 % 12/9/2026 Chicago Office $251 / sqft 78 % 4

17 Senior Loan 11/30/2018 286 286 270 7.90 % 7.90 % 8/9/2025 New York Hospitality $306,870 / key 73 % 5

14 Senior Loan 9/29/2021 312 295 294 +2.81 % +3.03 % 10/9/2026 Washington, DC Office $384 / sqft 66 % 2

15 Senior Loan 3/25/2022 294 294 293 +4.50 % +4.86 % 3/25/2027 Diversified - UK Hospitality $129,402 / key 65 % 2

16 Senior Loan 10/25/2021 293 293 293 +4.00 % +4.32 % 10/25/2024 Diversified - AU Hospitality $144,625 / key 56 % 2

17 Senior Loan 11/30/2018 286 286 267 +2.43 % +2.43 % 8/9/2025 New York Hospitality $306,870 / key n/m 5

18 Senior Loan 10/23/2018 290 285 285 +2.86 % +3.01 % 11/9/2024 Atlanta Mixed-Use $266 / sqft 64 % 2

20 Senior Loan 7/15/2021 302 280 277 +4.25 % +4.74 % 7/16/2026 Diversified - EUR Hospitality $213,942 / key 53 % 3

19 Senior Loan 9/30/2021 280 277 276 +2.61 % +2.88 % 9/30/2026 Dallas Multi $146,150 / unit 74 % 3

20 Senior Loan 6/28/2022 675 270 264 +4.60 % +5.06 % 7/9/2029 Austin Mixed-Use $224 / sqft 53 % 3

21 Senior Loan 2/27/2020 273 267 267 +2.70 % +2.83 % 1/9/2027 New York Multi $702,969 / unit 59 % 3

22 Senior Loan 1/11/2019 264 264 264 +5.06 % +5.06 % 6/14/2028 Diversified - UK Other $261 / sqft 74 % 3

23 Senior Loan 6/8/2022 272 264 262 +3.65 % +4.00 % 6/9/2027 New York Office $1,475 / sqft 75 % 4

23 Senior Loan 11/30/2018 261 261 261 +2.80 % +3.04 % 12/9/2024 San Francisco Hospitality $380,626 / key 73 % 4

24 Senior Loan 11/30/2018 260 260 260 +4.80 % +4.80 % 12/9/2024 San Francisco Hospitality $378,454 / key n/m 5

25 Senior Loan 9/14/2021 259 255 255 +2.61 % +2.87 % 9/14/2026 Dallas Multi $206,610 / unit 72 % 3

25 Senior Loan 1/11/2019 252 252 252 +5.02 % +5.06 % 6/14/2028 Diversified - UK Other $249 / sqft 74 % 3

26 Senior Loan 2/23/2022 245 233 232 +2.60 % +2.84 % 3/9/2027 Reno Multi $216,568 / unit 74 % 3

27 Senior Loan (4)

11/10/2021 362 233 46 +4.11 % +4.90 % 12/9/2026 San Francisco Life Sciences $441 / sqft 66 % 3

28 Senior Loan (7)

9/16/2021 228 228 228 +1.63 % +1.63 % 11/9/2025 San Francisco Office $276 / sqft 53 % 4

28 Senior Loan 12/22/2016 252 212 206 +10.50 % +10.50 % 6/9/2028 New York Office $299 / sqft 64 % 5

29 Senior Loan 4/23/2021 219 209 203 +3.65 % +3.65 % 5/9/2024 Washington, DC Office $234 / sqft 57 % 5

30 Senior Loan 7/16/2021 223 209 207 +3.25 % +3.51 % 2/15/2027 London - UK Multi $215,650 / unit 69 % 3

29 Senior Loan 9/30/2021 256 224 223 +3.11 % +3.11 % 10/9/2028 Chicago Office $248 / sqft n/m 5

30 Senior Loan 12/22/2016 252 222 216 +10.50 % +10.50 % 6/9/2028 New York Office $313 / sqft n/m 5

Loan Type (1)

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SQFT / Unit / Key Origination

31 Senior Loan 8/31/2017 $ 203 $ 203 $ 192 +2.62 % +2.62 % 10/9/2023 Orange County Office $238 / sqft 64 % 5

31 Senior Loan 7/16/2021 $ 231 $ 219 $ 218 +3.25 % +3.51 % 2/15/2027 London - UK Multi $226,017 / unit 69 % 2

32 Senior Loan 4/23/2021 219 209 203 +3.65 % +3.65 % 5/9/2024 Washington, DC Office $234 / sqft n/m 5

33 Senior Loan 7/29/2022 253 209 206 +4.60 % +5.65 % 7/27/2027 London - UK Industrial $275 / sqft 52 % 3

34 Senior Loan 6/27/2019 207 207 207 +2.80 % +2.94 % 8/15/2026 Berlin - DEU Office $435 / sqft 62 % 3

33 Senior Loan 9/30/2021 256 201 200 +3.11 % +3.50 % 10/9/2028 Chicago Office $222 / sqft 74 % 4

35 Senior Loan 6/28/2019 207 207 207 +3.82 % +4.08 % 6/26/2024 London - UK Office $498 / sqft 71 % 3

35 Senior Loan (4)

11/10/2021 362 199 39 +4.11 % +4.93 % 12/9/2026 San Francisco Life Sciences $377 / sqft 66 % 3

36 Senior Loan 7/29/2022 268 195 192 +4.60 % +5.65 % 7/27/2027 London - UK Industrial $252 / sqft 52 % 3

37 Senior Loan 9/30/2021 195 195 194 +3.86 % +4.21 % 10/9/2026 Boca Raton Multi $532,787 / unit 77 % 3

38 Senior Loan 7/23/2021 244 187 185 +5.11 % +5.50 % 8/9/2027 New York Office $604 / sqft 53 % 4

39 Senior Loan 6/28/2022 675 186 179 +4.60 % +5.07 % 7/9/2029 Austin Mixed-Use $155 / sqft 53 % 3

36 Senior Loan 12/23/2021 326 202 197 +4.25 % +5.02 % 6/24/2028 London - UK Multi $223,087 / unit 59 % 3

37 Senior Loan 9/25/2019 186 186 185 +4.47 % +4.84 % 9/26/2024 London - UK Office $865 / sqft 72 % 3

38 Senior Loan 11/23/2018 185 185 184 +2.68 % +3.30 % 8/15/2024 Diversified - UK Office $1,141 / sqft 50 % 3

42 Senior Loan 2/15/2022 191 178 177 +2.90 % +3.14 % 3/9/2027 Denver Office $355 / sqft 61 % 3

43 Senior Loan 12/21/2021 184 178 177 +2.82 % +3.11 % 4/29/2027 London - UK Industrial $361 / sqft 67 % 3

44 Senior Loan 1/27/2022 178 177 176 +3.10 % +3.40 % 2/9/2027 Dallas Multi $115,406 / unit 71 % 3

39 Senior Loan (8)

7/23/2021 244 184 183 -1.30 % -0.92 % 8/9/2028 New York Office $596 / sqft 53 % 4

40 Senior Loan 2/15/2022 191 181 181 +2.90 % +2.90 % 3/9/2027 Denver Office $361 / sqft n/m 5

41 Senior Loan 5/13/2021 199 178 177 +3.66 % +4.11 % 6/9/2026 Boston Life Sciences $901 / sqft 64 % 3

42 Senior Loan 1/27/2022 178 177 177 +3.10 % +3.40 % 2/9/2027 Dallas Multi $115,605 / unit 71 % 3

43 Senior Loan (4)

3/17/2022 223 171 220 +2.65 % +4.37 % 6/30/2025 London - UK Office $768 / sqft 50 % 3

44 Senior Loan 3/9/2022 170 170 170 +2.95 % +3.17 % 8/15/2027 Diversified - UK Retail $145 / sqft 55 % 2

47 Senior Loan 12/17/2021 168 165 164 +3.95 % +4.33 % 1/9/2026 Diversified - US Other $5,601 / unit 48 % 1

48 Senior Loan 5/27/2021 205 163 163 +2.81 % +3.11 % 6/9/2026 Atlanta Office $137 / sqft 66 % 3

49 Senior Loan 10/7/2021 165 160 160 +3.25 % +3.58 % 10/9/2025 Los Angeles Office $326 / sqft 68 % 4

45 Senior Loan 1/26/2022 338 161 158 +4.10 % +4.73 % 2/9/2027 Seattle Office $337 / sqft 56 % 3

46 Senior Loan 10/7/2021 165 161 160 +3.25 % +3.25 % 10/9/2025 Los Angeles Office $327 / sqft n/m 5

47 Senior Loan 12/21/2021 156 156 156 +2.83 % +3.15 % 4/29/2027 London - UK Industrial $316 / sqft 67 % 3

48 Senior Loan 3/7/2022 156 156 156 +3.45 % +3.63 % 6/9/2026 Los Angeles Hospitality $624,000 / key 64 % 3

51 Senior Loan 6/4/2018 153 153 153 +3.50 % +3.74 % 6/9/2025 New York Hospitality $251,647 / key 52 % 3

49 Senior Loan 5/27/2021 184 155 155 +2.31 % +2.63 % 6/9/2026 Atlanta Office $131 / sqft 66 % 3

50 Senior Loan 1/17/2020 203 155 155 +3.12 % +3.39 % 2/9/2025 New York Mixed-Use $128 / sqft 43 % 3

51 Senior Loan 6/4/2018 153 153 153 +3.50 % +3.74 % 6/9/2025 New York Hospitality $251,647 / key 52 % 3

52 Senior Loan 8/31/2017 152 152 152 +2.62 % +2.62 % 9/9/2026 Orange County Office $176 / sqft 58 % 4

53 Senior Loan 1/7/2022 155 152 151 +3.70 % +3.97 % 1/9/2027 Fort Lauderdale Office $392 / sqft 55 % 1

54 Senior Loan 9/4/2018 163 150 149 +4.25 % +4.48 % 9/9/2024 Las Vegas Hospitality $181,054 / key 70 % 2

55 Senior Loan 3/10/2020 140 140 140 +3.10 % +3.10 % 10/11/2024 New York Mixed-Use $854 / sqft 53 % 4

56 Senior Loan 11/18/2021 138 138 138 +3.25 % +3.51 % 11/18/2026 London - UK Other $174 / sqft 65 % 2

54 Senior Loan (4)

3/29/2022 224 150 29 +4.50 % +5.49 % 4/9/2027 Miami Multi $255,037 / unit 72 % 3

55 Senior Loan 9/30/2021 185 147 146 +4.00 % +4.51 % 9/30/2026 Diversified - Spain Hospitality $123,124 / key 60 % 3

56 Senior Loan 2/20/2019 153 146 146 +4.62 % +4.91 % 2/19/2025 London - UK Office $588 / sqft 61 % 3

57 Senior Loan (4)

9/30/2021 145 145 195 +2.96 % +3.38 % 10/9/2026 Boca Raton Multi $396,175 / unit 58 % 3

58 Senior Loan 11/18/2021 143 143 142 +3.25 % +3.51 % 11/18/2026 London - UK Other $180 / sqft 65 % 2

59 Senior Loan 12/20/2019 142 142 142 +3.22 % +3.44 % 12/18/2026 London - UK Office $719 / sqft 75 % 3

59 Senior Loan 9/30/2021 181 137 135 +4.00 % +4.51 % 9/30/2026 Diversified - Spain Hospitality $117,931 / key 60 % 3

60 Senior Loan 2/25/2022 133 133 132 +4.05 % +4.43 % 2/25/2027 Copenhagen - DK Industrial $75 / sqft 69 % 2

60 Senior Loan 3/10/2020 140 140 139 +3.10 % +3.10 % 10/11/2024 New York Mixed-Use $854 / sqft n/m 5

Loan Type (1)

1 unchanged sentence

SQFT / Unit / Key Origination

61 Senior Loan 2/25/2022 $ 136 $ 136 $ 135 +4.05 % +4.43 % 2/25/2027 Copenhagen - DK Industrial $77 / sqft 69 % 2

62 Senior Loan 8/24/2021 156 133 133 +2.71 % +3.03 % 9/9/2026 San Jose Office $317 / sqft 65 % 3

63 Senior Loan 9/14/2021 132 129 129 +2.81 % +3.07 % 10/9/2026 San Bernardino Multi $260,871 / unit 75 % 3

63 Senior Loan (4)

3/17/2022 216 126 173 +2.27 % +4.14 % 6/30/2025 London - UK Office $566 / sqft 50 % 3

64 Senior Loan 4/3/2018 126 125 125 +2.86 % +3.11 % 4/9/2024 Dallas Retail $761 / sqft 64 % 3

65 Senior Loan 5/20/2021 150 124 124 +3.76 % +3.76 % 6/9/2026 San Jose Office $318 / sqft 65 % 5

64 Senior Loan 12/15/2021 147 129 128 +3.00 % +4.24 % 12/9/2026 Dublin - IE Multi $323,090 / unit 79 % 3

65 Senior Loan 5/20/2021 150 126 120 +3.76 % +3.76 % 6/9/2026 San Jose Office $322 / sqft n/m 5

66 Senior Loan 6/30/2022 124 124 124 +3.75 % +3.93 % 9/30/2025 Canberra - AU Hospitality $240,581 / key 60 % 2

67 Senior Loan 4/6/2021 123 122 122 +3.31 % +3.60 % 4/9/2026 Los Angeles Office $508 / sqft 65 % 3

68 Senior Loan 12/23/2021 315 121 116 +4.25 % +5.40 % 6/24/2028 London - UK Multi $133,120 / unit 59 % 3

67 Senior Loan 4/6/2021 123 122 122 +3.31 % +3.31 % 4/9/2026 Los Angeles Office $508 / sqft n/m 5

68 Senior Loan 6/1/2021 120 120 120 +2.96 % +3.17 % 6/9/2026 Miami Multi $298,507 / unit 61 % 2

70 Senior Loan 3/29/2021 124 119 119 +4.02 % +4.61 % 3/29/2026 Diversified - UK Multi $52,176 / unit 61 % 3

71 Senior Loan 4/29/2022 118 118 118 +3.50 % +3.77 % 2/18/2027 Napa Valley Hospitality $1,240,799 / key 66 % 3

69 Senior Loan 3/28/2022 130 120 119 +2.55 % +2.80 % 4/9/2027 Miami Office $325 / sqft 69 % 3

70 Senior Loan 8/27/2021 122 119 119 +3.11 % +3.41 % 9/9/2026 San Diego Retail $450 / sqft 58 % 3

73 Senior Loan 6/28/2019 125 117 117 +2.87 % +3.13 % 2/1/2024 Los Angeles Studio $591 / sqft 48 % 3

74 Senior Loan 7/15/2019 138 117 116 +3.01 % +3.43 % 8/9/2024 Houston Office $211 / sqft 58 % 3

75 Senior Loan 12/15/2021 144 116 115 +2.92 % +4.12 % 12/9/2026 Dublin - IE Multi $291,190 / unit 79 % 3

76 Senior Loan 1/26/2022 338 115 112 +4.10 % +4.68 % 2/9/2027 Seattle Office $241 / sqft 56 % 3

71 Senior Loan 4/29/2022 118 118 118 +3.50 % +3.77 % 2/18/2027 Napa Valley Hospitality $1,240,799 / key 66 % 3

72 Senior Loan 12/21/2021 120 118 117 +2.70 % +3.00 % 1/9/2027 Washington, DC Office $403 / sqft 68 % 3

73 Senior Loan 7/15/2019 138 117 116 +3.01 % +3.43 % 8/9/2024 Houston Office $211 / sqft 58 % 4

74 Senior Loan 10/21/2021 114 114 114 +3.01 % +3.26 % 11/9/2025 Fort Lauderdale Multi $334,311 / unit 64 % 2

75 Senior Loan 12/10/2021 135 111 111 +3.11 % +3.42 % 1/9/2027 Miami Office $372 / sqft 49 % 3

80 Senior Loan (4)

3/29/2022 224 108 21 +4.50 % +5.70 % 4/9/2027 Miami Multi $184,366 / unit 72 % 3

76 Senior Loan 3/29/2021 111 111 111 +4.02 % +4.28 % 3/29/2026 Diversified - UK Multi $48,535 / unit 61 % 3

77 Senior Loan 6/28/2019 109 109 109 +3.75 % +4.01 % 2/1/2026 Los Angeles Studio $551 / sqft 48 % 3

78 Senior Loan 3/13/2018 123 108 108 +3.11 % +3.34 % 4/9/2027 Honolulu Hospitality $167,735 / key 50 % 3

82 Senior Loan 11/8/2022 108 108 108 +3.88 % +4.53 % 11/8/2027 London - UK Multi $167,642 / unit 60 % 2

83 Senior Loan 11/27/2019 109 107 107 +2.86 % +3.20 % 12/9/2024 Minneapolis Office $107 / sqft 64 % 3

79 Senior Loan 12/29/2021 110 107 107 +2.85 % +3.06 % 1/9/2027 Phoenix Multi $183,960 / unit 64 % 3

85 Senior Loan 12/10/2021 135 105 105 +3.11 % +3.46 % 1/9/2027 Miami Office $352 / sqft 49 % 3

80 Senior Loan 2/15/2022 106 105 105 +2.85 % +3.19 % 3/9/2027 Tampa Multi $241,134 / unit 73 % 2

81 Senior Loan 3/29/2022 103 103 103 +2.70 % +2.96 % 4/9/2027 Miami Multi $286,175 / unit 75 % 4

82 Senior Loan 1/30/2020 104 102 102 +2.96 % +3.20 % 2/9/2026 Honolulu Hospitality $277,513 / key 63 % 3

83 Senior Loan 11/27/2019 104 102 102 +2.86 % +3.12 % 12/9/2024 Minneapolis Office $102 / sqft 64 % 3

84 Senior Loan 10/1/2021 101 100 100 +2.86 % +3.13 % 10/1/2026 Phoenix Multi $231,021 / unit 77 % 4

1 unchanged sentence

86 Senior Loan 10/28/2021 96 96 95 +3.00 % +3.35 % 11/9/2026 Philadelphia Multi $352,399 / unit 79 % 3

87 Senior Loan 12/21/2018 98 95 91 +2.71 % +2.71 % 5/9/2024 Chicago Office $184 / sqft n/m 5

88 Senior Loan 10/27/2021 93 93 93 +2.61 % +2.81 % 11/9/2026 Orlando Multi $155,612 / unit 75 % 3

89 Senior Loan 3/3/2022 92 92 92 +3.45 % +3.76 % 3/9/2027 Boston Hospitality $418,182 / key 64 % 2

90 Senior Loan 3/25/2020 91 91 91 +2.40 % +2.66 % 3/31/2025 Diversified - NL Multi $112,530 / unit 65 % 2

Loan Type (1)

1 unchanged sentence

SQFT / Unit / Key Origination

91 Senior Loan 1/30/2020 $ 104 $ 95 $ 95 +2.96 % +3.11 % 2/9/2026 Honolulu Hospitality $305,679 / key 63 % 3

92 Senior Loan 6/14/2021 100 94 92 +3.81 % +3.81 % 7/9/2024 Miami Office $198 / sqft 65 % 5

93 Senior Loan 10/27/2021 93 93 92 +2.61 % +2.81 % 11/9/2026 Orlando Multi $155,612 / unit 75 % 3

94 Senior Loan 3/3/2022 92 92 92 +3.45 % +3.76 % 3/9/2027 Boston Hospitality $418,182 / key 64 % 2

95 Senior Loan 12/21/2018 98 92 92 +2.71 % +2.71 % 1/9/2024 Chicago Office $178 / sqft 72 % 5

91 Senior Loan 12/22/2021 $ 91 $ 91 $ 90 +3.18 % +3.44 % 1/9/2027 Las Vegas Multi $205,682 / unit 65 % 3

92 Senior Loan 12/15/2021 91 90 90 +2.96 % +3.22 % 1/9/2027 Charlotte Multi $256,393 / unit 76 % 4

98 Senior Loan 3/25/2020 90 90 89 +2.40 % +2.67 % 3/31/2025 Diversified - NL Multi $109,324 / unit 65 % 2

99 Senior Loan 4/1/2021 102 89 89 +7.41 % +7.41 % 4/9/2026 San Jose Office $599 / sqft 67 % 5

100 Senior Loan 10/16/2018 88 88 88 +3.36 % +3.61 % 11/9/2024 San Francisco Hospitality $191,807 / key 72 % 4

93 Senior Loan 10/16/2018 88 88 88 +7.36 % +7.36 % 11/9/2024 San Francisco Hospitality $191,807 / key n/m 5

94 Senior Loan (4)

12/30/2021 228 88 17 +4.00 % +5.00 % 1/9/2028 Los Angeles Multi $252,325 / unit 50 % 3

95 Senior Loan 6/14/2022 106 86 86 +2.95 % +3.30 % 7/9/2027 San Francisco Mixed-Use $179 / sqft 76 % 3

96 Senior Loan 6/27/2019 88 86 85 +2.75 % +2.99 % 7/9/2024 West Palm Beach Office $295 / sqft 70 % 2

97 Senior Loan 6/25/2021 85 85 86 +2.86 % +3.31 % 7/1/2026 St.

Louis Multi $80,339 / unit 70 % 3

102 Senior Loan 6/27/2019 88 85 85 +2.75 % +2.99 % 7/9/2024 West Palm Beach Office $292 / sqft 70 % 2

98 Senior Loan 12/15/2021 85 85 84 +4.00 % +4.29 % 12/15/2026 Melbourne - AU Multi $62,059 / unit 38 % 1

104 Senior Loan 3/31/2017 84 84 84 +9.41 % +9.41 % 10/9/2023 New York Office $403 / sqft 64 % 5

105 Senior Loan 6/14/2022 106 84 83 +2.95 % +3.30 % 7/9/2027 San Francisco Mixed-Use $173 / sqft 76 % 3

106 Senior Loan 12/10/2018 82 82 82 +4.57 % +5.28 % 12/3/2024 London - UK Office $392 / sqft 72 % 3

107 Senior Loan 3/9/2022 92 82 82 +2.90 % +3.43 % 3/9/2025 Boston Office $216 / sqft 68 % 4

99 Senior Loan 3/9/2022 92 85 85 +2.90 % +2.90 % 3/9/2025 Boston Office $223 / sqft n/m 5

100 Senior Loan 3/31/2017 84 84 84 +9.41 % +9.41 % 4/9/2024 New York Office $403 / sqft n/m 5

101 Senior Loan 7/29/2021 82 82 82 +2.76 % +3.08 % 8/9/2026 Charlotte Multi $223,202 / unit 78 % 3

1 unchanged sentence

103 Senior Loan 11/23/2021 92 77 77 +2.85 % +3.17 % 12/9/2026 Los Angeles Industrial $219 / sqft 66 % 3

111 Senior Loan (4)

12/30/2021 228 73 14 +4.00 % +4.99 % 1/9/2028 Los Angeles Multi $209,770 / unit 50 % 3

104 Senior Loan 12/21/2021 74 72 72 +2.70 % +3.06 % 1/9/2027 Tampa Multi $212,382 / unit 77 % 2

2 unchanged sentences

107 Senior Loan 8/17/2022 77 69 68 +3.35 % +3.83 % 8/17/2027 Dublin - IE Industrial $106 / sqft 72 % 3

116 Senior Loan 3/24/2022 65 65 65 +3.50 % +3.59 % 4/1/2027 Fairfield Multi $406,250 / unit 70 % 3

108 Senior Loan 8/16/2022 67 66 66 +4.75 % +5.19 % 8/16/2027 London - UK Hospitality $489,987 / key 64 % 3

109 Senior Loan 7/30/2021 67 65 66 +2.61 % +2.87 % 8/9/2026 Los Angeles Multi $170,357 / unit 70 % 2

110 Senior Loan 3/24/2022 65 65 65 +3.50 % +3.59 % 4/1/2027 Fairfield Multi $406,250 / unit 70 % 3

111 Senior Loan 3/31/2022 70 65 65 +2.80 % +3.14 % 4/9/2027 Las Vegas Multi $141,863 / unit 71 % 3

112 Senior Loan 12/17/2021 65 65 64 +4.35 % +4.59 % 1/9/2026 Diversified - US Other $4,886 / unit 37 % 1

120 Senior Loan 8/16/2022 65 63 62 +4.75 % +5.17 % 8/16/2027 London - UK Hospitality $466,659 / key 64 % 3

Loan Type (1)

Location Property Type Loan Per

SQFT / Unit / Key Origination

113 Senior Loan 3/31/2021 62 62 62 +4.14 % +4.45 % 4/1/2024 Boston Multi $316,327 / unit 75 % 3

114 Senior Loan 7/30/2021 62 62 62 +2.86 % +3.06 % 8/9/2026 Salt Lake City Multi $224,185 / unit 73 % 3

123 Senior Loan 12/23/2021 61 61 61 +2.29 % +2.29 % 10/31/2023 New York Office $238 / sqft 71 % 3

115 Senior Loan 4/15/2021 66 61 61 +3.06 % +3.06 % 5/9/2026 Austin Office $296 / sqft n/m 5

116 Senior Loan 6/30/2021 65 61 61 +2.95 % +3.23 % 7/9/2026 Nashville Office $250 / sqft 71 % 3

125 Senior Loan 4/15/2021 66 60 60 +3.06 % +3.34 % 5/9/2026 Austin Office $293 / sqft 73 % 3

117 Senior Loan (4)

3 unchanged sentences

120 Senior Loan 12/10/2020 61 58 58 +3.30 % +3.55 % 1/9/2026 Fort Lauderdale Office $200 / sqft 68 % 3

130 Senior Loan 1/21/2022 68 55 55 +3.70 % +4.09 % 2/9/2027 Denver Office $327 / sqft 65 % 3

Loan Type (1)

Location Property Type Loan Per

SQFT / Unit / Key Origination

121 Senior Loan 6/14/2021 $ 58 $ 58 $ 58 +2.30 % +2.30 % 3/9/2027 Miami Office $122 / sqft 65 % 3

122 Senior Loan 1/21/2022 68 55 55 +3.70 % +3.70 % 2/9/2027 Denver Office $327 / sqft n/m 5

123 Senior Loan 12/22/2021 55 55 54 +2.82 % +2.96 % 1/1/2027 Los Angeles Multi $272,500 / unit 68 % 3

124 Mezzanine Loan (9)

8/31/2017 64 54 37 +3.02 % +3.02 % 9/9/2026 Orange County Office $239 / sqft n/m 5

125 Senior Loan 8/22/2019 54 54 54 +2.66 % +2.89 % 9/9/2024 Los Angeles Office $310 / sqft 63 % 3

126 Senior Loan 12/14/2018 54 54 54 +3.01 % +3.28 % 1/9/2025 Diversified - US Industrial $40 / sqft 57 % 1

134 Senior Loan 11/11/2021 53 53 53 +4.07 % +4.87 % 8/12/2026 London - UK Hospitality $189,304 / key 40 % 3

127 Senior Loan 8/5/2021 57 54 53 +2.96 % +3.24 % 8/9/2026 Denver Office $203 / sqft 70 % 3

128 Senior Loan 2/1/2022 79 52 52 +4.50 % +6.37 % 2/1/2027 Diversified - UK Life Sciences $404 / sqft 45 % 3

129 Senior Loan 12/9/2021 51 51 51 +2.75 % +2.89 % 1/1/2027 Portland Multi $241,825 / unit 65 % 3

2 unchanged sentences

132 Senior Loan 9/23/2021 49 49 49 +2.75 % +2.86 % 10/1/2026 Portland Multi $232,938 / unit 65 % 3

140 Senior Loan 11/30/2016 57 49 49 +3.18 % +3.40 % 12/9/2023 Chicago Retail $805 / sqft 54 % 4

141 Senior Loan 7/20/2021 48 48 48 +2.86 % +3.21 % 8/9/2026 Los Angeles Multi $366,412 / unit 60 % 3

142 Senior Loan 2/1/2022 76 47 46 +4.50 % +6.37 % 2/1/2027 Diversified - UK Life Sciences $359 / sqft 45 % 3

143 Senior Loan 12/29/2021 47 47 46 +2.85 % +2.96 % 1/1/2027 Dallas Multi $155,000 / unit 73 % 3

133 Senior Loan 4/7/2022 57 49 48 +3.25 % +3.54 % 4/9/2027 Denver Office $143 / sqft 59 % 4

145 Senior Loan 10/1/2019 48 46 46 +3.80 % +4.24 % 10/9/2025 Atlanta Hospitality $259,356 / key 74 % 3

134 Senior Loan 7/20/2021 48 48 48 +2.86 % +3.21 % 8/9/2026 Los Angeles Multi $366,412 / unit 60 % 3

135 Senior Loan 10/21/2022 47 47 47 +4.14 % +4.51 % 10/18/2027 Diversified - DEU Industrial $66 / sqft 74 % 3

136 Senior Loan 12/29/2021 47 47 46 +2.85 % +2.96 % 1/1/2027 Dallas Multi $155,000 / unit 73 % 3

137 Senior Loan 11/30/2016 55 46 46 +3.33 % +3.66 % 12/9/2025 Chicago Retail $804 / sqft 54 % 4

138 Senior Loan 7/30/2021 45 45 45 +2.75 % +2.86 % 8/1/2026 Portland Multi $227,665 / unit 64 % 3

2 unchanged sentences

141 Senior Loan 11/3/2021 41 41 41 +2.71 % +3.05 % 11/9/2026 Washington, DC Multi $137,788 / unit 68 % 1

142 Senior Loan 12/23/2021 42 41 41 +3.30 % +3.45 % 1/1/2027 Dallas Multi $110,522 / unit 65 % 3

143 Senior Loan 10/1/2019 38 38 38 +3.80 % +4.05 % 10/9/2025 Atlanta Hospitality $216,005 / key 74 % 3

144 Senior Loan 3/31/2022 42 37 37 +2.80 % +3.15 % 4/9/2027 Las Vegas Multi $148,187 / unit 72 % 3

145 Senior Loan 2/26/2021 36 36 36 +3.50 % +3.74 % 3/9/2026 Austin Multi $196,228 / unit 64 % 1

146 Senior Loan 12/23/2021 36 36 35 +1.71 % +2.61 % 11/15/2025 New York Multi $175,665 / unit 68 % 2

147 Senior Loan 5/12/2021 36 36 36 +2.96 % +3.30 % 6/9/2026 San Bernardino Multi $167,216 / unit 66 % 2

148 Senior Loan 12/23/2021 36 36 36 +2.90 % +3.19 % 1/1/2025 Jersey City Multi $112,228 / unit 46 % 2

149 Senior Loan 6/29/2021 40 36 36 +3.70 % +3.70 % 7/1/2025 Memphis Multi $96,431 / unit 54 % 3

150 Senior Loan 9/1/2021 36 35 35 +2.86 % +3.14 % 9/9/2026 Phoenix Multi $127,218 / unit 70 % 3

Loan Type (1)

5 unchanged sentences

(1) Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and pari passu participations in senior mortgage loans.

(2) Date loan was originated or acquired by us, and the LTV as of such date, excluding any junior participations sold.

(2) Date loan was originated or acquired by us, and the LTV as of such date, excluding any loans that are impaired and any junior participations sold.

Origination dates are subsequently updated to reflect material loan modifications.

1 unchanged sentence

(4) Total loan exposure reflects our aggregate exposure to each loan investment.

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

As of September 30, 2023, 99% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR.

The remaining 1% of our loans by total loan exposure earned a fixed rate of interest.

As of March 31, 2024, substantially all of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR.

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.

2 unchanged sentences

(7) This loan earns interest at a fixed rate.

Cash coupon and all-in yield are expressed as a floating rate to include an interest rate swap that effectively converts the loan to a floating rate exposure.

Cash coupon and all-in yield are expressed as a floating rate to include an interest rate swap we entered into that effectively converts the loan to a floating rate exposure.

(8) This loan has an interest rate of SOFR minus 1.30% with a SOFR floor of 3.50%, for an all-in rate of 4.03% as of March 31, 2024.

(9) Loan consists of one or more floating and fixed rate tranches.

The fixed rate tranche is reflected as a spread over the relevant floating benchmark rate for both coupon and all-in yield.

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 2. Management’s Discussion and Analysis