BLACKSTONE MORTGAGE TRUST, INC. 10-Q

ITEM 5. OTHER INFORMATION Section 13(r) Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A. (formerly, Atlantia S.p.A.), which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate. Rule 10b5-1 Trading Arrangements During the three months ended March 31, 2024, two of our officers adopted a “Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K, each of which is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Katharine A. Keenan , our Chief Executive Officer , adopted a Rule 10b5-1 sales plan on March 15, 2024 that provides for the automatic sale of shares of class A common stock in order to satisfy tax withholding obligations arising from vesting of an aggregate of 52,000 shares of restricted stock granted on December 15, 2024, held by Ms. Keenan. The number of shares to be sold under the plan is unknown, as the number of shares will vary based on the extent to which vesting conditions are satisfied and the market price of our class A common stock at the time of vesting. Ms. Keenan’s Rule 10b5-1 sales plan will expire on December 31, 2026, subject to the plan’s earlier expiration or completion in accordance with its terms. Anthony F. Marone, Jr. , our Chief Financial Officer , adopted a Rule 10b5-1 sales plan on March 12, 2024 that provides for the automatic sale of shares of class A common stock in order to satisfy tax withholding obligations arising from vesting of an aggregate of 12,000 shares of restricted stock granted on December 15, 2024, held by Mr. Marone. The number of shares to be sold under the plan is unknown, as the number of shares will vary based on the extent to which vesting conditions are satisfied and the market price of our class A common stock at the time of vesting. Mr. Marone’s Rule 10b5-1 sales plan will expire on December 31, 2026, subject to the plan’s earlier expiration or completion in accordance with its terms. 80 ITEM 6. EXHIBITS 10.1 Amendment No. 17 to the Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2024, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association 31.1 Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 + Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 + Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Section 13(r) Disclosure 101.INS XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ___________ + This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. 85 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BLACKSTONE MORTGAGE TRUST, INC. April 24, 2024 /s/ Katharine A. Keenan Date Katharine A. Keenan Chief Executive Officer (Principal Executive Officer) April 24, 2024 /s/ Anthony F. Marone, Jr. Date Anthony F. Marone, Jr. Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 86