What changed in this filing

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Item 1. Financial Statements

2024-07-24 compared with 2024-04-24 · 344 added, 277 removed, 1223 unchanged (34% of the section changed)

3 unchanged sentences

(in thousands, except share data)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Cash and cash equivalents $ 373,876 $ 350,014

16 unchanged sentences

Commitments and contingencies — —

Class A common stock, $ 0.01 par value, 400,000,000 shares authorized, 173,582,305 and 173,209,933 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively

Class A common stock, $ 0.01 par value, 400,000,000 shares authorized, 173,619,498 and 173,209,933 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 5,524,043 5,507,459

6 unchanged sentences

Total Liabilities and Equity $ 22,636,599 $ 24,036,178

The consolidated balance sheets as of March 31, 2024 and December 31, 2023 include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of each respective VIE, and liabilities of consolidated VIEs for which creditors do not have recourse to Blackstone Mortgage Trust, Inc.

As of March 31, 2024 and December 31, 2023, assets of the consolidated VIEs totaled $ 2.8 billion and $ 3.0 billion, respectively, and liabilities of the consolidated VIEs totaled $ 2.3 billion and $ 2.5 billion, respectively.

The consolidated balance sheets as of June 30, 2024 and December 31, 2023 include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of each respective VIE, and liabilities of consolidated VIEs for which creditors do not have recourse to Blackstone Mortgage Trust, Inc.

As of June 30, 2024 and December 31, 2023, assets of the consolidated VIEs totaled $ 2.7 billion and $ 3.0 billion, respectively, and liabilities of the consolidated VIEs totaled $ 2.3 billion and $ 2.5 billion, respectively.

Refer to Note 19 for additional discussion of the VIEs.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Income from loans and other investments

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Gain on extinguishment of debt — — 2,963 —

Net expense from real estate owned ( 963 ) — ( 963 ) —

(Loss) income before income taxes ( 58,985 ) 103,699 ( 181,153 ) 224,148

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

Net (loss) income $ ( 60,202 ) $ 102,497 $ ( 183,372 ) $ 221,053

Other comprehensive income (loss)

Unrealized (loss) gain on foreign currency translation ( 45,732 ) 21,858

Realized and unrealized gain (loss) on derivative financial instruments 46,148 ( 24,052 )

Other comprehensive income (loss) 416 ( 2,194 )

Other comprehensive income

Unrealized gain (loss) on foreign currency translation 3,668 28,469 ( 42,064 ) 50,328

Realized and unrealized (loss) gain on derivative financial instruments ( 3,210 ) ( 25,557 ) 42,938 ( 49,609 )

Other comprehensive income 458 2,912 874 719

Comprehensive (loss) income ( 59,744 ) 105,409 ( 182,498 ) 221,772

17 unchanged sentences

Deferred directors’ compensation — 201 — — 201 — 201

Net income — — — 117,757 117,757 799 118,556

Other comprehensive loss — — ( 2,194 ) — ( 2,194 ) — ( 2,194 )

Net (loss) income — — — ( 123,838 ) ( 123,838 ) 668 ( 123,170 )

Other comprehensive income — — 416 — 416 — 416

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

3 unchanged sentences

$ 1,736 $ 5,515,820 $ 9,870 $ ( 1,382,673 ) $ 4,144,753 $ 19,834 $ 4,164,587

Balance at December 31, 2023

$ 1,732 $ 5,507,459 $ 9,454 $ ( 1,150,934 ) $ 4,367,711 $ 19,793 $ 4,387,504

Restricted class A common stock earned — 7,761 — — 7,761 — 7,761

5 unchanged sentences

— — — ( 107,873 ) ( 107,873 ) — ( 107,873 )

Contributions from non-controlling interests — — — — — 1,245 1,245

Distributions to non-controlling interests — — — — — ( 1,840 ) ( 1,840 )

Balance at June 30, 2024

$ 1,736 $ 5,524,043 $ 10,328 $ ( 1,551,603 ) $ 3,984,504 $ 20,094 $ 4,004,598

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Changes in Equity (Unaudited)

(in thousands)

Blackstone Mortgage Trust, Inc.

Stock Additional Paid-

Accumulated Other

Comprehensive Income (Loss) Accumulated

Stockholders’

Non-Controlling

Balance at December 31, 2022

$ 1,717 $ 5,475,804 $ 10,022 $ ( 968,749 ) $ 4,518,794 $ 25,406 $ 4,544,200

Restricted class A common stock earned 6 7,486 — — 7,492 — 7,492

Dividends reinvested — 287 — — 287 — 287

Deferred directors’ compensation — 163 — — 163 — 163

Net income — — — 117,757 117,757 799 118,556

Other comprehensive loss — — ( 2,194 ) — ( 2,194 ) — ( 2,194 )

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

— — — ( 107,072 ) ( 107,072 ) — ( 107,072 )

Distributions to non-controlling interests — — — — — ( 733 ) ( 733 )

Balance at March 31, 2023

$ 1,723 $ 5,483,740 $ 7,828 $ ( 958,064 ) $ 4,535,227 $ 25,472 $ 4,560,699

Restricted class A common stock earned — 7,492 — — 7,492 — 7,492

Dividends reinvested — 235 — — 235 — 235

Deferred directors’ compensation — 173 — — 173 — 173

Net income — — — 101,651 101,651 846 102,497

Other comprehensive income — — 2,912 — 2,912 — 2,912

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

— — — ( 107,028 ) ( 107,028 ) — ( 107,028 )

Distributions to non-controlling interests — — — — — ( 791 ) ( 791 )

Balance at June 30, 2023

$ 1,723 $ 5,491,640 $ 10,740 $ ( 963,441 ) $ 4,540,662 $ 25,527 $ 4,566,189

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

4 unchanged sentences

Amortization of deferred financing costs and premiums/discounts on debt obligations 21,494 29,605

Payment-in-kind interest ( 2,329 ) ( 556 )

Payment-in-kind interest, net of interest received ( 6,164 ) ( 2,432 )

Increase in current expected credit loss reserve 387,277 37,630

Gain on extinguishment of debt ( 2,963 ) —

Depreciation of real estate owned 185 —

Unrealized loss on derivative financial instruments, net 291 1,366

17 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from financing activities

5 unchanged sentences

Repayments under asset-specific debt — ( 239,037 )

Repayment of loan participations ( 235,960 ) —

Repayments of term loans ( 10,998 ) ( 10,998 )

2 unchanged sentences

Payment of deferred financing costs ( 13,734 ) ( 14,674 )

Contributions from non-controlling interests 1,245 —

Distributions to non-controlling interests ( 2,467 ) ( 1,524 )

18 unchanged sentences

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

In 2017, we entered into a joint venture, or our Multifamily Joint Venture, with Walker & Dunlop Inc.

to originate, hold, and finance multifamily bridge loans.

Pursuant to the terms of the agreements governing the joint venture, Walker &

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Dunlop contributed 15 % of the venture’s equity capital and we contributed 85 %.

In 2017, we entered into a joint venture, or our Multifamily Joint Venture, with Walker & Dunlop Inc.

to originate, hold, and finance multifamily bridge loans.

Pursuant to the terms of the agreements governing the joint venture, Walker & Dunlop contributed 15 % of the venture’s equity capital and we contributed 85 %.

We consolidate the Multifamily Joint Venture as we have a controlling financial interest.

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Revenue Recognition

Interest income from our loans receivable portfolio is recognized over the life of each investment using the effective interest method and is recorded on the accrual basis.

Interest income from our loans receivable portfolio is recognized over the life of each loan using the effective interest method and is recorded on the accrual basis.

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

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

As of both March 31, 2024 and December 31, 2023, we had no restricted cash on our consolidated balance sheets.

Through our subsidiaries, we have oversight of certain servicing accounts held with third-party servicers, or Servicing Accounts, which relate to borrower escrows and other cash balances aggregating $ 582.3 million and $ 640.6 million as of March 31, 2024 and December 31, 2023, respectively.

As of both June 30, 2024 and December 31, 2023, we had no restricted cash on our consolidated balance sheets.

Through our subsidiaries, we have oversight of certain servicing accounts held with third-party servicers, or Servicing Accounts, which relate to borrower escrows and other cash balances aggregating $ 471.3 million and $ 640.6 million as of June 30, 2024 and December 31, 2023, respectively.

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

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While ASC 326 does not require any particular method for determining the CECL reserves, it does specify the reserves should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan.

In addition, other than a few narrow exceptions, ASC 326 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.

In addition, other than a few narrow exceptions, ASC 326 requires that all financial instruments subject to the CECL model have some amount of

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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.

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 FASB Staff Q&A Topic 326, No.

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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 February 29, 2024.

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

The CECL reserve for unfunded loan commitments is adjusted quarterly,

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

as we consider the expected timing of future funding obligations over the estimated life of the loan.

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.

The CECL reserve for unfunded loan commitments is adjusted quarterly, as we consider the expected timing of future funding obligations over the estimated life of the loan.

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

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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 March 31, 2024.

Real Estate Owned

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

1 unchanged sentence

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

occupancy, rental rates, capital requirements and anticipated holding periods that could differ materially from actual results.

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.

As of June 30, 2024, we had one REO asset which was vacant and classified as held for investment.

Derivative Financial Instruments

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Interest income earned on the investments and interest expense incurred on the secured debt or asset-specific debt are reported separately on our consolidated statements of operations.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Loan Participations Sold

3 unchanged sentences

When the sales are recognized, our balance sheet only includes our remaining loan interest, and excludes the interest in the loan that we sold.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

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Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination, as follows:

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Generally includes only unadjusted quoted prices that are available in active markets for identical financial instruments as of the reporting date.

2 unchanged sentences

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

3 unchanged sentences

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.

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.

The CECL reserve was recorded based on our estimation of the fair value of the loans' aggregate underlying collateral as of March 31, 2024.

As of June 30, 2024, we had an aggregate $ 759.4 million asset-specific CECL reserve related to 19 of our loans receivable with an aggregate amortized cost basis of $ 2.9 billion, net of cost-recovery proceeds.

The CECL reserve was recorded based on our estimation of the fair value of the loans' aggregate underlying collateral as of June 30, 2024.

These loans receivable are therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and are classified as Level 3 assets in the fair value hierarchy.

We estimated the fair value of these loans receivable by considering a variety of inputs including property performance, market data, and comparable sales, as applicable.

We estimated the fair value of the collateral underlying the loans receivable by considering a variety of inputs including property performance, market data, and comparable sales, as applicable.

The significant unobservable inputs used include the exit capitalization rate assumption used to forecast the future sale price of the underlying real estate collateral, which ranged from 6.00 % to 8.55 %, and the unlevered discount rate, which ranged from 7.28 % to 11.00 %.

1 unchanged sentence

At the time of acquisition, we determined the fair value of the real estate assets to be $ 60.2 million based on a variety of inputs including, but not limited to, estimated cash flow projections, leasing assumptions, required capital expenditures, market data, and comparable sales.

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

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

The significant unobservable inputs used include the exit capitalization rate assumption used to forecast the future sale price of the asset of 7.00 % and a discount rate of 9.50 %.

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The fair value of these instruments was estimated based on the rate at which a similar credit facility would currently be priced.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

• Securitized debt obligations, net:

3 unchanged sentences

The fair value of these instruments was estimated based on the rate at which a similar agreement would currently be priced.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

• Loan participations sold, net:

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In the normal course of business, we enter into transactions not denominated in United States, or U.S., dollars.

Foreign exchange gains and losses arising on such transactions are recorded as a gain or loss in our consolidated statements of operations.

Foreign exchange gains and losses arising on such transactions are recorded as a gain or loss in our consolidated statements of

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

In addition, we consolidate entities that have a non-U.S.

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Recent Accounting Pronouncements

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ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted.

We do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

We have not early adopted ASU 2023-09 and do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280):

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ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted.

We do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated financial statements.

We have not early adopted ASU 2023-07 and do not expect the adoption of ASU 2023-07 to have a material impact on our consolidated financial statements.

LOANS RECEIVABLE, NET

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Number of loans 166 178

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(2) 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 both March 31, 2024 and December 31, 2023, substantially all of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR.

Floating rate exposure as of March 31, 2024 and December 31, 2023 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.

As of June 30, 2024, all of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR.

As of December 31, 2023, substantially all of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR.

Floating rate exposure as of June 30, 2024 and December 31, 2023 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.

Excludes loans accounted for under the cost-recovery method.

Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.

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

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

As of June 30, 2024, 12 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 88 % were open to repayment by the borrower without penalty.

As of December 31, 2023, 14 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 86 % were open to repayment by the borrower without penalty.

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Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the index rate floors for our loans receivable portfolio as of March 31, 2024 ($ in thousands):

The following table details the index rate floors for our loans receivable portfolio as of June 30, 2024 ($ in thousands):

Loans Receivable Principal Balance

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(2) 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.

(3) Includes all floating rate impaired loans.

(4) As of March 31, 2024, the weighted-average index rate floor of our loans receivable principal balance was 0.75 %.

(3) Includes all impaired loans.

(4) As of June 30, 2024, the weighted-average index rate floor of our loans receivable principal balance was 0.79 %.

Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 1.36 %.

10 unchanged sentences

( 10,795 ) — ( 10,795 )

Payment-in-kind interest 2,329 — 2,329

Payment-in-kind interest, net of interest received 6,164 — 6,164

Unrealized (loss) gain on foreign currency translation ( 164,128 ) 755 ( 163,373 )

1 unchanged sentence

Amortization of fees and other items — 33,700 33,700

Loans Receivable, as of March 31, 2024

Loans Receivable, as of June 30, 2024

$ 23,010,660 $ ( 139,812 ) $ 22,870,848

CECL reserve ( 893,938 )

Loans Receivable, net, as of March 31, 2024

Loans Receivable, net, as of June 30, 2024

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

(2) This amount relates to a loan that was partially satisfied through the issuance of a note receivable, which is included within other assets in our consolidated balance sheets.

(2) This amount relates to:

(i) a loan that was partially satisfied through the issuance of a note receivable;

and (ii) proceeds from a loan repayment that are held in escrow, both of which are included within other assets in our consolidated balance sheets.

See Note 5 for further information.

2 unchanged sentences

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

March 31, 2024

June 30, 2024

Property Type Number of Loans Net

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Other Europe 5 631,014 632,654 629,396 3

Other International 1 57,389 58,000 57,606 —

Subtotal 36 7,977,071 7,957,461 7,885,041 38

3 unchanged sentences

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

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.

As of June 30, 2024, total loan exposure, includes (i) loans with an outstanding principal balance of $ 23.0 billion that are included in our consolidated financial statements, (ii) $ 725.4 million of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $ 100.6 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements.

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 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.

(2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of June 30, 2024, which is our total loan exposure net of (i) $ 725.4 million of non-consolidated senior interests, (ii) $ 1.1 billion of asset-specific debt, (iii) $ 76.3 million of cost-recovery proceeds, and (iv) our total loans receivable CECL reserve of $ 893.9 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.

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

March 31, 2024

June 30, 2024

1 21 $ 1,321,337 $ 1,322,499 $ 1,321,373

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

As of December 31, 2023, total loan exposure, includes (i) loans with an outstanding principal balance of $ 23.9 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) $ 100.9 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements.

See Note 2 for further discussion of loan participations sold.

Our net loan exposure as of December 31, 2023 is our total loan exposure net of (i) $ 1.1 billion of non-consolidated senior interests, (ii) $ 1.0 billion of asset-specific debt, (iii) $ 236.8 million of senior loan participations sold, and (iv) $ 53.0 million of cost-recovery proceeds, and (v) our total loans receivable CECL reserve of $ 576.9 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.

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

Our loan portfolio had a weighted-average risk rating of 3.0 as of both June 30, 2024 and December 31, 2023, respectively.

Blackstone Mortgage Trust, Inc.

3 unchanged sentences

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

The following table presents the activity in our loans receivable CECL reserve by investment pool for the three months ended March 31, 2024 and 2023 ($ in thousands):

The following table presents the activity in our loans receivable CECL reserve by investment pool for the three and six months ended June 30, 2024 and 2023 ($ in thousands):

Loans Impaired

6 unchanged sentences

$ 74,528 $ 30,790 $ 43,453 $ 602,599 $ 751,370

(Decrease) increase in CECL reserves ( 11,997 ) ( 2,639 ) 423 169,318 155,105

Charge-offs of CECL reserves — — — ( 12,537 ) ( 12,537 )

CECL reserve as of June 30, 2024

$ 62,531 $ 28,151 $ 43,876 $ 759,380 $ 893,938

CECL reserves as of December 31, 2022

3 unchanged sentences

$ 73,194 $ 19,696 $ 46,443 $ 197,258 $ 336,591

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.

The 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.

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.

Increase (decrease) in CECL reserves 1,199 9,296 ( 354 ) 17,143 27,284

CECL reserve as of June 30, 2023

$ 74,393 $ 28,992 $ 46,089 $ 214,401 $ 363,875

(1) Includes one U.S.

dollar-denominated loan that is located in Bermuda.

During the three months ended June 30, 2024, we recorded an increase of $ 142.6 million in the CECL reserves against our loans receivable portfolio, primarily related to three new impaired loans, offset by charge-offs of our CECL reserves of $ 12.5 million, bringing our total loans receivable CECL reserve to $ 893.9 million as of June 30, 2024.

The charge-offs primarily related to one previously impaired loan that was resolved during the three months ended June 30, 2024.

The resolution was the result of the repayment of a loan collateralized by an office asset in New York, NY.

As of June 30, 2024, the income accrual was suspended on the three additional loans that were impaired as the recovery of income and principal was doubtful.

During the three months ended June 30, 2024, we recorded $ 11.1 million of interest income on these three loans.

As of June 30, 2024, we had an aggregate $ 759.4 million asset-specific CECL reserve related to 19 of our loans receivable, with an aggregate amortized cost basis of $ 2.9 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 June 30, 2024.

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

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.

During the three months ended June 30, 2024, we received an aggregate $ 18.5 million of cash proceeds from such loans that were applied as a reduction to the amortized cost basis of each respective loan.

As of June 30, 2024, one of our performing loans with an amortized cost basis of $ 33.0 million was past its current maturity date, was less than 30 days past due on its interest payment, and had a risk rating of “4.” Subsequent to June 30, 2024, we foreclosed on the assets securing this loan and recognized them as REO.

This loan was not impaired as of June 30, 2024 as the fair value of the underlying collateral exceeded our basis in the loan.

As of June 30, 2024, all other borrowers under performing loans were in compliance 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.

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

The following tables present the net book value of our loan portfolio as of March 31, 2024 and December 31, 2023, respectively, by year of origination, investment pool, and risk rating ($ in thousands):

The following tables present the net book value of our loan portfolio as of June 30, 2024 and December 31, 2023, respectively, by year of origination, investment pool, and risk rating ($ in thousands):

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

As of March 31, 2024

As of June 30, 2024

2024 2023 2022 2021 2020 Prior Total

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Origination dates are subsequently updated to reflect material loan modifications.

(2) Represents charge-offs by year of origination during the three months ended March 31, 2024.

(2) Represents charge-offs by year of origination during the six months ended June 30, 2024.

Blackstone Mortgage Trust, Inc.

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Notes to Consolidated Financial Statements (continued) (Unaudited)

Loan Modifications Pursuant to ASC 326

During the twelve months ended March 31, 2024, we entered into seven loan modifications that require disclosure pursuant to ASC 326.

Five of these loans were collateralized by office assets and two were collateralized by hospitality assets.

Four of the loan modifications included other-than-insignificant payment delays, specifically the option to pay interest in-kind.

For one of the loans, the maximum maturity date was extended by one year , the borrower contributed $ 2.0 million of additional reserves, and the interest rate increased by 5.11 %.

The second modification included an additional 4.00 % exit fee.

The third modification included an additional 2.00 % exit fee and the interest rate increased by 2.00 %.

The fourth modification included an additional 3.00 % exit fee and the interest rate increased by 4.00 %.

As of March 31, 2024, the aggregate amortized cost basis of these loans was $ 634.2 million, or 2.7 % of our aggregate loans receivable portfolio, with an aggregate $ 10.0 million of unfunded commitments.

The loans were performing pursuant to their contractual terms as of March 31, 2024, had risk ratings of “5” as of March 31, 2024, and have asset-specific CECL reserves.

The other three loan modifications included a combination of changes to the contractual terms of the loans, including term extensions, other-than-insignificant payment delays, and/or interest rate reductions.

The first loan modification included a term extension of 19 months, a rate reduction of 2.74 % and conversion to fixed rate, with a portion of the interest paid in-kind.

The borrower repaid $ 4.9 million of the loan at the time of modification, with an additional $ 2.5 million of repayment due during the initial maturity period.

The second loan modification included a term extension of 4.5 years, a rate increase of 8.50 % with interest paid in-kind, a borrower contribution of $ 2.0 million of additional reserves, and a $ 50.0 million increase in our total loan commitment.

The third modification included a term extension of 2.5 years, and the loan was bifurcated into a separate senior loan and mezzanine loan.

Loan Modifications Pursuant to ASU 2022-02

During the twelve months ended June 30, 2024, we entered into five loan modifications that require disclosure pursuant to ASU 2022-02.

Three of these loans were collateralized by office assets and two were collateralized by hospitality assets.

Two of the loan modifications included other-than-insignificant payment delays, specifically the option to pay interest in-kind.

For one of the loans, the modification included an additional 2.00 % exit fee and the interest rate increased by 2.00 %.

The other modification included an additional 3.00 % exit fee and the interest rate increased by 4.00 %.

As of June 30, 2024, the aggregate amortized cost basis of these loans was $ 347.5 million, or 1.5 % of our aggregate loans receivable portfolio, and these loans had no unfunded commitments.

These loans were performing pursuant to their modified contractual terms as of June 30, 2024, had risk ratings of “5” as of June 30, 2024, and have asset-specific CECL reserves.

The other three loan modifications included term extensions combined with other-than-insignificant payment delays.

The first loan modification included a term extension of 4.5 years, a rate increase of 8.50 % with interest paid in-kind, a borrower contribution of $ 2.0 million of additional reserves, and a $ 50.0 million increase in our total loan commitment.

The second modification included a term extension of 2.5 years, and the loan was bifurcated into a separate senior loan and mezzanine loan.

The senior loan is paying interest current while the mezzanine loan is paying interest in-kind.

As of March 31, 2024, the aggregate amortized cost basis of these loans was $ 632.8 million, or 2.7 % of our aggregate loans receivable portfolio, with an aggregate $ 39.3 million of unfunded commitments.

The loans were performing pursuant to their contractual terms as of March 31, 2024.

As of March 31, 2024, two of these loans had a risk rating of “4” and two loans had a risk rating of “5.”

The third modification included a term extension of 2 years, a $ 34.5 million increase in our total loan commitment, and was converted to a fixed coupon rate of 15.00 % with interest paid in-kind, inclusive of a senior portion of our loan that accrues interest at a floating rate of SOFR + 2.50 %.

We are accruing interest on the senior portion of the loan, and deferring interest income recognition on the remaining portion.

As of June 30, 2024, the aggregate amortized cost basis of these loans was $ 495.4 million, or 2.2 % of our aggregate loans receivable portfolio, with an aggregate $ 65.5 million of unfunded commitments.

The loans were performing pursuant to their contractual terms as of June 30, 2024.

As of June 30, 2024, two of these loans had a risk rating of “5” and two loans had a risk rating of “4.”

Loans with a risk rating of “4” are included in the determination of our general CECL reserve and loans with a risk rating of “5” have an asset-specific CECL reserve.

Loan modifications that allow the option to pay interest in-kind increase our potential economics and the size of our secured claim, as interest is capitalized and added to the outstanding principal balance for applicable loans.

As of March 31, 2024, no income was recorded on our loans subsequent to determining that they were impaired and risk rated “5.”

As of June 30, 2024, no income was recorded on our loans subsequent to determining that they were impaired and risk rated “5.”

Multifamily Joint Venture

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

As of March 31, 2024 and December 31, 2023, our Multifamily Joint Venture held $ 614.4 million and $ 612.9 million of loans, respectively, which are included in the loan disclosures above.

As of June 30, 2024 and December 31, 2023, our Multifamily Joint Venture held $ 473.2 million and $ 612.9 million of loans, respectively, which are included in the loan disclosures above.

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

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The following table presents the REO asset included in our consolidated balance sheets ($ in thousands):

March 31, 2024

June 30, 2024

Land and land improvements $ 40,824

Building 19,379

Total $ 60,203

accumulated depreciation ( 185 )

Real estate owned, net $ 60,018

As of March 31, 2024, we had no REO liabilities and no impairment charges have been recognized for our REO asset.

No income or expenses were recognized during the three months ended March 31, 2024.

As of December 31, 2023, we did not have any REO assets or liabilities.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

As of June 30, 2024, we had no REO liabilities and no impairment charges have been recognized for our REO asset.

No income was recognized and expenses were $ 963,000 , consisting of $ 185,000 of depreciation expense and $ 778,000 of other operating expenses during the three and six months ended June 30, 2024.

There was no income or expense recognized related to REO assets during the three and six months ended June 30, 2023.

As of December 31, 2023, we did not have any REO assets or liabilities.

OTHER ASSETS AND LIABILITIES

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Accrued interest receivable $ 196,814 $ 214,835

Loan portfolio payments held by servicer (1)

114,247 152,423

Derivative assets 25,922 1,890

Collateral deposited under derivative agreements 15,904 103,500

Accounts receivable and other assets 7,549 2,420

Derivative assets 4,878 1,890

Prepaid expenses 650 1,020

Collateral deposited under derivative agreements — 103,500

Loan portfolio payments held by servicer (1)

Total $ 225,795 $ 476,088

2 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Accrued dividends payable $ 107,644 $ 107,390

Accrued interest payable 90,223 97,820

Secured debt repayments pending servicer remittance (1)

24,240 13,526

Derivative liabilities 24,395 94,817

Accrued management and incentive fees payable 18,726 26,342

Current expected credit loss reserves for unfunded loan commitments (1)

12,644 15,371

Accounts payable and other liabilities 6,365 7,265

Derivative liabilities 990 94,817

Secured debt repayments pending servicer remittance (2)

Total $ 257,299 $ 362,531

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

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

See Note 2 for further discussion of the CECL reserves.

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Current Expected Credit Loss Reserves for Unfunded Loan Commitments

As of March 31, 2024, we had aggregate unfunded commitments of $ 2.1 billion related to 90 loans receivable.

As of June 30, 2024, we had aggregate unfunded commitments of $ 1.8 billion related to 89 loans receivable.

The expected credit losses over the contractual period of our loans is impacted by our obligation to extend further credit through our unfunded loan commitments.

See Note 2 for further discussion of the CECL reserves related to our unfunded loan commitments, and Note 21 for further discussion of our unfunded loan commitments.

During the three months ended March 31, 2024, we recorded a decrease in the CECL reserves related to our unfunded loan commitments of $ 2.7 million, bringing our total unfunded loan commitments CECL reserve to $ 12.6 million as of March 31, 2024.

During the three months ended March 31, 2023, we recorded a decrease in the CECL reserves related to our unfunded loan commitments of $ 631,000 , bringing our total unfunded loan commitments CECL reserve to $ 15.7 million as of March 31, 2023.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

During the three and six months ended June 30, 2024, we recorded decreases in the CECL reserves related to our unfunded loan commitments of $ 2.7 million and $ 5.4 million, respectively, bringing our total unfunded loan commitments CECL reserve to $ 9.9 million as of June 30, 2024.

During the three months ended June 30, 2023, we recorded an increase in the CECL reserves related to our unfunded loan commitments of $ 523,000 , and for the six months ended June 30, 2023, we recorded a decrease in the CECL reserves related to our unfunded loan commitments of $ 108,000 , bringing our total unfunded loan commitments CECL reserve to $ 16.3 million as of June 30, 2023.

SECURED DEBT, NET

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

During the three months ended March 31, 2024, we obtained approval for $ 407.6 million of new borrowings against $ 545.9 million of collateral assets.

During the six months ended June 30, 2024, we obtained approval for $ 457.4 million of new borrowings against $ 614.6 million of collateral assets.

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

Borrowings Outstanding

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Secured credit facilities $ 12,110,576 $ 12,697,058

Acquisition facility — —

Total secured debt $ 12,403,449 $ 12,697,058

Deferred financing costs (1)

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Our credit facilities are diversified across 15 counterparties, primarily consisting of top global financial institutions to minimize our counterparty risk exposure.

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

March 31, 2024

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details our secured credit facilities by spread over the applicable base rates as of June 30, 2024 ($ in thousands):

June 30, 2024

Recourse Limitation

2 unchanged sentences

Loan Count Collateral (3)

USD 14 $ 6,465,606 July 2026 123 $ 10,312,999 July 2026 35 % 25 % - 100 %

GBP 7 2,340,817 September 2026 18 3,106,835 September 2026 26 % 25 % - 50 %

USD 13 $ 6,175,087 July 2026 117 $ 10,084,270 August 2026 36 % 25 % - 100 %

GBP 7 2,352,502 October 2026 18 3,128,584 October 2026 26 % 25 % - 50 %

EUR 7 1,983,929 September 2025 11 2,726,991 September 2025 42 % 25 % - 100 %

4 1,599,058 July 2027 7 2,018,500 July 2027 25 % 25 %

Total 15 $ 12,403,449 July 2026 159 $ 18,132,466 July 2026 33 % 25 % - 100 %

Total 15 $ 12,110,576 August 2026 153 $ 17,958,345 August 2026 34 % 25 % - 100 %

(1) Represents the number of lenders with fundings advanced in each respective currency, as well as the total number of facility lenders.

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

Certain structural elements of our secured credit facilities, including the

Certain structural elements of our secured credit facilities, including the limitation on recourse to us and facility economics, are influenced by the specific collateral portfolio construction of each facility, and therefore vary within and among the facilities.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

limitation on recourse to us and facility economics, are influenced by the specific collateral portfolio construction of each facility, and therefore vary within and among the facilities.

The following tables detail the spread of our secured debt as of March 31, 2024 and December 31, 2023 ($ in thousands):

Three Months Ended March 31, 2024 March 31, 2024

The following tables detail the spread of our secured debt as of June 30, 2024 and December 31, 2023 ($ in thousands):

Six Months Ended June 30, 2024 June 30, 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 the amount of new borrowings we obtained approval for during the three months ended March 31, 2024 and year ended December 31, 2023, respectively.

(2) Represents the amount of new borrowings we obtained approval for during the six months ended June 30, 2024 and year ended December 31, 2023, respectively.

(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.

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

(4) Represents the weighted-average all-in cost as of March 31, 2024 and December 31, 2023, respectively, and is not necessarily indicative of the spread applicable to recent or future borrowings.

All-in yield excludes loans accounted for under the cost-recovery and nonaccrual methods, if any, and the REO asset.

(4) Represents the weighted-average all-in cost as of June 30, 2024 and December 31, 2023, respectively, 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.

1 unchanged sentence

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

As of March 31, 2024, there was an aggregate $ 1.2 billion available to be drawn at our discretion under our credit facilities.

As of June 30, 2024, there was an aggregate $ 1.2 billion available to be drawn at our discretion under our credit facilities.

Acquisition Facility

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.

We previously 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.

This facility matured on April 3, 2024.

During the three months ended March 31, 2024, we had no borrowings under the acquisition facility and we recorded interest expense of $ 122,000 , including $ 33,000 of amortization of deferred fees and expenses.

During the six months ended June 30, 2024, we had no borrowings under the acquisition facility, and we recorded interest expense of $ 125,000 , including $ 35,000 of amortization of deferred fees and expenses.

During the year ended December 31, 2023, we had no borrowings under the acquisition facility, and we recorded interest expense of $ 722,000 including $ 233,000 of amortization of deferred fees and expenses.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

During the year ended December 31, 2023, we had no borrowings under the acquisition facility and we recorded interest expense of $ 722,000 including $ 233,000 of amortization of deferred fees and expenses.

Financial Covenants

We are subject to the following financial covenants related to our secured debt:

As of June 30, 2024, we are subject to the following financial covenants related to our secured debt:

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

(ii) our tangible net worth, as defined in the agreements, shall not be less than $ 3.6 billion as of each measurement date plus 75 % to 85 % of the net cash proceeds of future equity issuances subsequent to March 31, 2024;

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

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

As of March 31, 2024 and December 31, 2023, we were in compliance with these covenants.

As of June 30, 2024 and December 31, 2023, we were in compliance with these covenants.

Subsequent to June 30, 2024, the financial covenant under each applicable secured debt agreement related to the ratio of our EBITDA to fixed charges was amended so that the ratio shall be not less than 1.25 to 1.0 through September 30, 2025, and shall be not less than 1.3 to 1.0 thereafter.

SECURITIZED DEBT OBLIGATIONS, NET

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

March 31, 2024

June 30, 2024

Securitized Debt Obligations Count Principal

8 unchanged sentences

Senior CLO Securities Outstanding 1 853,656 853,612 + 1.36 % February 2038

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

Underlying Collateral Assets 15 1,110,530 1,110,530 + 2.86 % March 2026

Senior CLO Securities Outstanding (5)

3 unchanged sentences

(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.

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

(3) The weighted-average all-in yield and cost are expressed as a spread over SOFR.

All-in yield excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.

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

1 unchanged sentence

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

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

(5) During the three and six months ended June 30, 2024, we recorded $ 40.2 million and $ 81.7 million, respectively, of interest expense related to our securitized debt obligations.

Blackstone Mortgage Trust, Inc.

18 unchanged sentences

(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 the relevant floating benchmark rates, which include SOFR and USD LIBOR, as applicable to each securitized debt obligation.

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

(3) The weighted-average all-in yield and cost are expressed as a spread over SOFR .

All-in yield excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.

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

1 unchanged sentence

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

(5) During the year ended December 31, 2023, we recorded $ 171.4 million of interest expense related to our securitized debt obligations.

(5) During the three and six months ended June 30, 2023, we recorded $ 43.3 million and $ 83.1 million, respectively, of interest expense related to our securitized debt obligations.

ASSET-SPECIFIC DEBT, NET

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

March 31, 2024

June 30, 2024

Asset-Specific Debt Count Principal

1 unchanged sentence

Yield/Cost (2)

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

Financing provided 2 $ 1,125,854 $ 1,120,760 + 3.18 % May 2026

Collateral assets 2 $ 1,342,810 $ 1,333,335 + 4.04 % May 2026

December 31, 2023

5 unchanged sentences

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

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

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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The following table details our loan participations sold ($ in thousands):

March 31, 2024

June 30, 2024

Loan Participations Sold Count Principal

1 unchanged sentence

Yield/Cost (2)

Senior Participations

Loan Participation

1 $ 234,788 $ 234,552 + 3.22 % March 2027

Total Loan 1 293,485 292,526 + 4.86 % March 2027

Junior Participations

21 unchanged sentences

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

(2) The weighted-average all-in yield and cost are expressed over the relevant floating benchmark rates, which include SOFR and SONIA, as applicable.

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

2 unchanged sentences

Our loan participations sold are inherently non-recourse and term-matched to the corresponding loan.

(4) During the three months ended March 31, 2024, we recorded $ 8.0 million of interest expense related to our loan participations sold.

(4) During the three and six months ended June 30, 2024, we recorded $ 7.7 million and $ 15.7 million, respectively, of interest expense related to our loan participations sold.

During the year ended December 31, 2023, we recorded $ 20.6 million of interest expense related to our loan participations sold.

2 unchanged sentences

TERM LOANS, NET

As of March 31, 2024, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):

As of June 30, 2024, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):

Term Loans Face Value Interest Rate (1)

12 unchanged sentences

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

During the three months ended March 31, 2024, we recorded $ 46.7 million of interest expense related to our Term Loans, including $ 2.3 million of amortization of deferred fees and expenses.

During the three and six months ended June 30, 2024, we recorded $ 46.5 million and $ 93.2 million, respectively, of interest expense related to our Term Loans, including $ 2.3 million and $ 4.6 million, respectively, of amortization of deferred fees and expenses.

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Face value $ 2,124,223 $ 2,135,221

2 unchanged sentences

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

As of March 31, 2024 and December 31, 2023, we were in compliance with this covenant.

As of June 30, 2024 and December 31, 2023, we were in compliance with this covenant.

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

SENIOR SECURED NOTES, NET

As of March 31, 2024, the following senior secured notes, or Senior Secured Notes, were outstanding ($ in thousands):

As of June 30, 2024, the following senior secured notes, or Senior Secured Notes, were outstanding ($ in thousands):

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

2 unchanged sentences

The transaction expenses on the Senior Secured Notes were $ 6.3 million, which are amortized into interest expense over the life of the Senior Secured Notes.

During the three months ended March 31, 2024, we recorded $ 3.6 million of interest expense related to our Senior Secured Notes, including $ 267,000 of amortization of deferred fees and expenses.

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.

There was no repurchase activity during the three months ended March 31, 2023.

During the three and six months ended June 30, 2024, we recorded $ 3.4 million and $ 7.1 million, respectively, of interest expense related to our Senior Secured Notes, including $ 254,000 and $ 521,000 , respectively, of amortization of deferred fees and expenses.

During the six months ended June 30, 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 six months ended June 30, 2024.

There was no repurchase activity during the three and six months ended June 30, 2023.

Blackstone Mortgage Trust, Inc.

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Face value $ 339,918 $ 366,090

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The Senior Secured Notes contain the financial covenant that our indebtedness shall not exceed 83.33 % of our total assets.

As of March 31, 2024 and December 31, 2023, we were in compliance with this covenant.

As of June 30, 2024 and December 31, 2023, we were in compliance with this covenant.

Under certain circumstances, we may, at our option, release all of the collateral securing our Senior Secured Notes, in which case we would also be required to maintain a total unencumbered assets to total unsecured indebtedness ratio of 1.20 or greater.

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CONVERTIBLE NOTES, NET

As of March 31, 2024, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):

As of June 30, 2024, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):

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

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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 has not been exceeded as of March 31, 2024.

The cumulative dividend threshold has not been exceeded as of June 30, 2024.

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

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

The last reported sale price of our class A common stock of $ 19.91 on March 28, 2024, the last trading day in the three months ended March 31, 2024, was less than the per share conversion price of the Convertible Notes.

The last reported sale price of our class A common stock of $ 17.42 on June 28, 2024, the last trading day in the three months ended June 30, 2024, was less than the per share conversion price of the Convertible Notes.

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Face value $ 300,000 $ 300,000

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Net book value $ 296,486 $ 295,847

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

Three Months Ended March 31,

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

2024 2023 2024 2023

Cash coupon $ 4,125 $ 4,125 $ 8,250 $ 10,389

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Total interest expense $ 4,444 $ 4,444 $ 8,889 $ 11,339

Accrued interest payable for the Convertible Notes was $ 733,000 and $ 4.9 million as of March 31, 2024 and December 31, 2023, respectively.

Accrued interest payable for the Convertible Notes was $ 4.9 million as of both June 30, 2024 and December 31, 2023.

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

DERIVATIVE FINANCIAL INSTRUMENTS

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Foreign Currency Derivatives Number of

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Buy USD / Sell CHF Forward 2 CHF 6,752 Buy USD / Sell CHF Forward 4 CHF 8,352

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Non-designated Hedges of Foreign Currency Risk

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Non-designated Hedges Number of

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Buy USD / Sell GBP Forward 2 £ 65,000 Buy USD / Sell SEK Forward 1 kr 30,800

Buy GBP / Sell USD Forward 2 £ 26,900

Buy USD / Sell GBP Forward 2 £ 26,900

Buy AUD / Sell USD Forward 1 A$ 7,600

Buy USD / Sell AUD Forward 1 A$ 7,600

Buy EUR / Sell USD Forward 1 € 2,500 Buy GBP / Sell USD Forward 2 £ 26,900

Buy USD / Sell EUR Forward 1 € 2,500 Buy USD / Sell GBP Forward 2 £ 26,900

Buy CHF / Sell USD Forward 1 CHF 2,000 Buy AUD / Sell USD Forward 1 A$ 7,600

Buy USD / Sell CHF Forward 1 CHF 2,000 Buy USD / Sell AUD Forward 1 A$ 7,600

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Cash Flow Hedges of Interest Rate Risk

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The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (notional amount in thousands):

March 31, 2024

June 30, 2024

Interest Rate Derivatives Number of Instruments Notional Amount Fixed Rate Index Wtd.

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Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on our floating rate debt.

During the twelve months following March 31, 2024, we estimate that an additional $ 723,000 will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense.

During the twelve months following June 30, 2024, we estimate that an additional $ 545,000 will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense.

Blackstone Mortgage Trust, Inc.

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Increase (Decrease) to Net Interest Income Recognized from Derivatives

Three Months Ended March 31,

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

Derivatives in Hedging Relationships Location of Income

(Expense) Recognized

2024 2023 2024 2023

Designated Hedges Interest Income (1)

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Designated Hedges Interest Expense (2)

420 75 845 75

Non-Designated Hedges Interest Income (1)

( 4 ) 51 ( 10 ) 68

Non-Designated Hedges Interest Expense (3)

— ( 43 ) 7 ( 62 )

Total $ 4,871 $ 7,155 $ 9,709 $ 15,560

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Fair Value of Derivatives in a Liability Position (2) as of

March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023

Derivatives designated as hedging instruments:

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Derivatives in Hedging Relationships

Amount of (Loss) Gain Recognized in

OCI on Derivatives Location of

Amount of Gain (Loss) Recognized in

OCI on Derivatives

from Accumulated OCI into Income Amount of

Gain (Loss) Reclassified from

Gain Reclassified from

Accumulated OCI into Income

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

2024 2023 2024 2023

Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

Net Investment Hedges

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Total $ ( 2,790 ) $ 43,783 $ 420 $ 845

(1) During the three months ended March 31, 2024 and 2023, we paid net cash settlements of $ 67.3 million and $ 131.3 million on our foreign currency forward contracts, respectively.

(1) During the three months ended June 30, 2024, we received net cash settlements of $ 45.7 million on our foreign currency forward contracts.

During the six months ended June 30, 2024, we paid net cash settlements of $ 21.6 million on our foreign currency forward contracts.

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

(2) During the three months ended March 31, 2024, we recorded total interest and related expenses of $ 343.7 million which was reduced by $ 425,000 related to income generated by our cash flow hedges.

(2) During the three and six months ended June 30, 2024, we recorded total interest and related expenses of $ 339.4 million and $ 683.1 million, respectively, which was reduced by $ 420,000 and $ 845,000 , respectively, related to income generated by our cash flow hedges.

Credit-Risk Related Contingent Features

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

As of March 31, 2024, we were in a net asset position with our counterparties.

As of March 31, 2024, we had no collateral posted with our counterparties.

As of December 31, 2023, we were in a net liability position with our counterparties.

As of December 31, 2023, we had $ 103.5 million of collateral posted with our counterparties.

As of June 30, 2024, we were in a net liability position with our counterparties, and had $ 15.9 million of collateral posted with our counterparties.

As of December 31, 2023, we were in a net liability position with our counterparties, and had $ 103.5 million of collateral posted with our counterparties.

Stock and Stock Equivalents

Authorized Capital

As of March 31, 2024, we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock.

As of June 30, 2024, we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock.

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

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

We did not have any shares of preferred stock issued and outstanding as of March 31, 2024 and December 31, 2023.

We did not have any shares of preferred stock issued and outstanding as of June 30, 2024 and December 31, 2023.

Class A Common Stock and Deferred Stock Units

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These deferred stock units are non-voting, but carry the right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid to holders of shares of class A common stock.

Vested deferred stock units will be settled for shares of class A common stock when the recipient ceases to be a director.

Vested deferred stock units will be settled for shares of class A common

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

stock when the recipient ceases to be a director.

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

Three Months Ended March 31,

Six Months Ended June 30,

Common Stock Outstanding (1)

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Ending balance 174,008,611 172,649,764

(1) Includes 370,173 and 316,479 deferred stock units held by members of our board of directors as of March 31, 2024 and 2023, respectively.

(2) Represents shares issued under our dividend reinvestment program during the three months ended March 31, 2024 and 2023, respectively.

(3) Includes 1,774 restricted shares issued to our board of directors during the three months ended March 31, 2023.

No restricted shares were issued to our board of directors during the three months ended March 31, 2024.

(4) Net of 92,167 shares of restricted class A common stock forfeited under our stock-based incentive plans during the three months ended March 31, 2024.

There were no forfeitures during the three months ended March 31, 2023.

(1) Includes 389,113 and 339,702 deferred stock units held by members of our board of directors as of June 30, 2024 and 2023, respectively.

(2) Represents shares issued under our dividend reinvestment program during the six months ended June 30, 2024 and 2023, respectively.

(3) Includes 41,282 and 25,482 shares of restricted class A common stock issued to our board of directors during the six months ended June 30, 2024 and 2023, respectively.

(4) Net of 97,985 shares of restricted class A common stock forfeited under our stock-based incentive plans during the six months June 30, 2024.

No shares were forfeited during the six months ended June 30, 2023.

Dividend Reinvestment and Direct Stock Purchase Plan

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

During the three months ended March 31, 2024 and 2023, we issued 1,436 shares and 1,377 shares, respectively, of class A common stock under the dividend reinvestment component of the plan.

As of March 31, 2024, a total of 9,973,525 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.

During the six months ended June 30, 2024 and 2023, we issued 3,165 shares and 3,613 shares, respectively, of class A common stock under the dividend reinvestment component of the plan.

As of June 30, 2024, a total of 9,971,796 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.

At the Market Stock Offering Program

As of March 31, 2024, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 699.1 million of our class A common stock.

As of June 30, 2024, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 699.1 million of our class A common stock.

Sales of class A common stock made pursuant to our ATM Agreements may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended.

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

During the three months ended March 31, 2024 or March 31, 2023, we did no t issue any shares of our class A common stock under ATM Agreements.

As of March 31, 2024, sales of our class A common stock with an aggregate sales price of $ 480.9 million remained available for issuance under our ATM Agreements.

During the six months ended June 30, 2024 or 2023, we did no t issue any shares of our class A common stock under ATM Agreements.

As of June 30, 2024, sales of our class A common stock with an aggregate sales price of $ 480.9 million remained available for issuance under our ATM Agreements.

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

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

On March 15, 2024, we declared a dividend of $ 0.62 per share, or $ 107.7 million in aggregate, that was paid on April 15, 2024 to stockholders of record as of March 28, 2024.

On June 14, 2024, we declared a dividend of $ 0.62 per share, or $ 107.6 million in aggregate, that was paid on July 15, 2024 to stockholders of record as of June 28, 2024.

Blackstone Mortgage Trust, Inc.

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

Three Months Ended March 31,

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

2024 2023 2024 2023

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

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

Three Months Ended March 31,

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

2024 2023 2024 2023

Basic Earnings

7 unchanged sentences

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

— 3,556 — 7,111

Diluted earnings $ ( 61,057 ) $ 105,207 $ ( 184,895 ) $ 226,519

1 unchanged sentence

Effect of dilutive securities - Convertible Notes (3)

— 8,271,060 — 8,271,060

Weighted-average common shares outstanding, diluted 173,967,340 180,886,445 174,004,464 180,877,974

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(2) Represents the interest expense on our Convertible Notes, net of incentive fees.

(3) For the three months ended March 31, 2024, our Convertible Notes were no t included in the calculation of diluted earnings per share, as the impact is antidilutive.

For the three months ended March 31, 2023, represents 8.3 million of weighted average shares, using the if-converted method, related to our March 2022 Convertible Notes.

(3) For the three and six months ended June 30, 2024, our Convertible Notes were no t included in the calculation of diluted earnings per share, as the impact is antidilutive.

For the three and six months ended June 30, 2023, represents 8.3 million of weighted average shares, using the if-converted method, related to our March 2022 Convertible Notes.

Refer to Note 12 for further discussion of our convertible notes.

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Accumulated Other Comprehensive Income

As of March 31, 2024, total accumulated other comprehensive income was $ 9.9 million, primarily representing $ 230.0 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 220.1 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

As of June 30, 2024, total accumulated other comprehensive income was $ 10.3 million, primarily representing $ 226.8 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 216.5 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

As of December 31, 2023, total accumulated other comprehensive income was $ 9.5 million, primarily representing $ 183.9 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 174.4 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

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

As of March 31, 2024, our Multifamily Joint Venture’s total equity was $ 132.2 million, of which $ 112.4 million was owned by us, and $ 19.8 million was allocated to non-controlling interests.

As of June 30, 2024, our Multifamily Joint Venture’s total equity was $ 134.0 million, of which $ 113.9 million was owned by us, and $ 20.1 million was allocated to non-controlling interests.

As of December 31, 2023, our Multifamily Joint Venture’s total equity was $ 132.0 million, of which $ 112.2 million was owned by us, and $ 19.8 million was allocated to non-controlling interests.

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

During the three months ended March 31, 2024 and 2023, we incurred $ 18.9 million and $ 18.6 million, respectively, of management fees payable to our manager.

During the three months ended March 31, 2024, we did not incur incentive fees payable to our Manager.

During the three months ended March 31, 2023, we incurred $ 12.5 million of incentive fees payable to our Manager.

As of March 31, 2024 and December 31, 2023 we had accrued management and incentive fees payable to our Manager of $ 18.9 million and $ 26.3 million, respectively.

During the three and six months ended June 30, 2024, we incurred $ 18.7 million and $ 37.7 million, respectively, of management fees payable to our Manager compared with $ 18.6 million and $ 37.2 million, respectively, during the same periods in 2023.

During the three and six months ended June 30, 2024, we did not incur any incentive fees payable to our Manager, compared to $ 14.2 million and $ 26.7 million, respectively, during the same periods in 2023.

As of June 30, 2024 we had accrued management fees payable to our Manager of $ 18.7 million.

As of December 31, 2023 we had accrued management and incentive fees payable to our Manager of $ 26.3 million.

Blackstone Mortgage Trust, Inc.

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

Three Months Ended March 31,

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

2024 2023 2024 2023

Professional services $ 3,817 $ 3,291 $ 7,957 $ 6,570

Operating and other costs 1,881 2,066 3,357 3,997

5,698 5,357 11,314 10,567

Non-cash compensation expenses

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Total general and administrative expenses $ 13,660 $ 13,022 $ 27,388 $ 25,887

(1) During the three months ended March 31, 2024 and 2023, we recognized an aggregate $ 223,000 and $ 308,000 , respectively, of expenses related to our Multifamily Joint Venture.

(1) During the three and six months ended June 30, 2024, we recognized an aggregate $ 320,000 and $ 543,000 , respectively, of expenses related to our Multifamily Joint Venture.

During the three and six months ended June 30, 2023, we recognized an aggregate $ 288,000 and $ 596,000 , respectively, of expenses related to our Multifamily Joint Venture.

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

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

As of June 30, 2024 and December 31, 2023, we were in compliance with all REIT requirements.

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

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

During the three months ended March 31, 2024 and 2023, we recorded a current income tax provision of $ 1.0 million, and $ 1.9 million, respectively, primarily related to activities of our U.S.

During the three and six months ended June 30, 2024, we recorded a current income tax provision of $ 1.2 million, and $ 2.2 million, respectively, primarily related to activities of our U.S.

and foreign taxable subsidiaries and various state and local taxes.

We did not have any deferred tax assets or liabilities as of March 31, 2024 or December 31, 2023.

During the three and six months ended June 30, 2023, we recorded a current income tax provision of $ 1.2 million and $ 3.1 million, respectively, primarily related to activities of our U.S.

and foreign taxable subsidiaries and various state and local taxes.

We did not have any deferred tax assets or liabilities as of June 30, 2024 or December 31, 2023.

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

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

As of March 31, 2024, we had estimated NOLs of $ 159.0 million that will expire in 2029, unless they are utilized by us prior to expiration.

As of June 30, 2024, we had

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

estimated NOLs of $ 159.0 million that will expire in 2029, unless they are utilized by us prior to expiration.

Previously, we recorded a full valuation allowance against such NOLs as we expected that they would expire unutilized.

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

As of March 31, 2024, tax years 2020 through 2023 remain subject to examination by taxing authorities.

As of June 30, 2024, tax years 2020 through 2023 remain subject to examination by taxing authorities.

STOCK-BASED INCENTIVE PLANS

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

However, as of March 31, 2024, our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were compensated, in part, through our issuance of stock-based instruments.

However, as of June 30, 2024, our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were compensated, in part, through our issuance of stock-based instruments.

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

As of March 31, 2024, there were 7,373,003 shares available under our current stock incentive plans.

As of June 30, 2024, there were 7,318,599 shares available under our current stock incentive plans.

Prior to the adoption and shareholder approval of our new stock incentive plans in June 2022, we had stock-based incentive awards outstanding under nine stock incentive plans.

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Forfeited ( 97,985 ) 24.23

Balance as of March 31, 2024

Balance as of June 30, 2024

1,938,160 $ 23.32

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

The 2,345,996 shares of restricted class A common stock outstanding as of March 31, 2024 will vest as follows:

The 1,938,160 shares of restricted class A common stock outstanding as of June 30, 2024 will vest as follows:

612,846 shares will vest in 2024;

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and 440,551 shares will vest in 2026.

As of March 31, 2024, total unrecognized compensation cost relating to unvested share-based compensation arrangements was $ 50.8 million based on the grant date fair value of shares granted.

This cost is expected to be recognized over a weighted-average period of 1.1 years from March 31, 2024.

As of June 30, 2024, total unrecognized compensation cost relating to unvested share-based compensation arrangements was $ 43.5 million based on the grant date fair value of shares granted.

This cost is expected to be recognized over a weighted-average period of 1.1 years from June 30, 2024.

Assets and Liabilities Measured at Fair Value

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

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

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Refer to Note 2 for further discussion regarding fair value measurement.

Fair Value of Financial Instruments

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Fair Value of Financial Instruments

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Financial assets

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Loans receivable $ 2,972,867 $ 3,061,278

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

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

We are not obligated to provide, have not provided, and do not intend to provide material financial support to these consolidated VIEs.

The consolidation of these VIEs results in an increase in our gross assets, liabilities, interest income and interest

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

expense, however it does not affect our stockholders’ equity or net income.

We are not obligated to provide, have not provided, and do not intend to provide material financial support to these consolidated VIEs.

TRANSACTIONS WITH RELATED PARTIES

We are managed by our Manager pursuant to the Management Agreement, the current term of which expires on December 19, 2024, and will be automatically renewed for a one-year term upon such date and each anniversary thereafter unless earlier terminated.

As of March 31, 2024, our consolidated balance sheet included $ 18.9 million of accrued management fees payable to our Manager and no accrued incentive fees.

As of June 30, 2024, our consolidated balance sheet included $ 18.7 million of accrued management fees payable to our Manager and no accrued incentive fees.

As of December 31, 2023, our consolidated balance sheet included $ 26.3 million of accrued management and incentive fees payable to our Manager.

During the three months ended March 31, 2024, we paid aggregate management and incentive fees of $ 26.3 million, compared to $ 33.8 million during the same period of 2023.

In addition, during the three months ended March 31, 2024, we incurred expenses of $ 221,000 that were paid by our Manager and will be reimbursed by us, compared to $ 382,000 of such expenses during the same period of 2023.

As of March 31, 2024, our Manager held 1,207,623 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 29.3 million, and vest in installments over three years from the date of issuance.

During the three months ended March 31, 2024 and 2023, we recorded non-cash expenses related to shares held by our Manager of $ 4.3 million and $ 3.9 million, respectively.

During the three and six months ended June 30, 2024, we paid aggregate management and incentive fees of $ 18.9 million and $ 45.3 million, respectively, to our Manager, compared to $ 31.1 million and $ 64.9 million, respectively, during the same periods in 2023.

In addition, during the three and six months ended June 30, 2024, we incurred expenses of $ 829,000 and $ 1.1 million, respectively, that were paid by our Manager and will be reimbursed by us, compared to $ 1.5 million and $ 1.9 million, respectively, of such expenses during the same periods in 2023.

As of June 30, 2024, our Manager held 989,709 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 23.8 million, and vest in installments over three years from the date of issuance.

During the three and six months ended June 30, 2024, we recorded non-cash expenses related to shares held by our Manager of $ 4.2 million and $ 8.5 million, respectively, compared to $ 3.9 million and $ 7.8 million, respectively, during the same periods in 2023.

Refer to Note 17 for further details on our restricted class A common stock.

As of March 31, 2024, our Manager, its affiliates, Blackstone employees, and our directors held an aggregate 12,848,779 shares, or 7.4 %, of our class A common stock, of which 7,582,044 shares, or 4.4 %, were held by subsidiaries of Blackstone, including our Manager.

Additionally, our directors held 370,173 of deferred stock units as of March 31, 2024.

As of June 30, 2024, our Manager, its affiliates, Blackstone employees, and our directors held an aggregate 12,226,812 shares, or 7.0 %, of our class A common stock, of which 7,582,044 shares, or 4.4 %, were held by subsidiaries of Blackstone, including our Manager.

Additionally, our directors held 389,113 of deferred stock units as of June 30, 2024.

Certain of the parties listed above have in the past purchased or sold shares of our class A common stock in open market transactions, and such parties may in the future purchase or sell additional shares of our class A common stock.

Any such transactions would be made in the sole discretion of the relevant party based on market conditions and other considerations relevant to such parties.

CT Investment Management Co., LLC, or CTIMCO, an affiliate of our Manager, is the special servicer of the CLOs.

CTIMCO did not earn any special servicing fees related to the CLOs during the during the three months ended March 31, 2024 and 2023.

CTIMCO did not earn any special servicing fees related to the CLOs during the during the three months ended June 30, 2024 and 2023.

We have engaged EQ Management, LLC, a portfolio company owned by a Blackstone-advised investment vehicle, to provide management services and operational services, as well as a limited scope of corporate support services, to our REO asset.

During the three months ended March 31, 2024, we did not incur any expenses for these services.

During the three and six months ended June 30, 2024, we incurred $ 44,000 of expenses for these services.

We did no t incur any expenses to this service provider in the three and six months ended June 30, 2023.

We have engaged Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l., portfolio companies owned by Blackstone-advised investment vehicles, to provide, as applicable, corporate support services, operational services, and management services.

These services are provided on an allocated cost basis.

During the three and six months ended June 30, 2024, we incurred $ 309,000 and $ 560,000 , respectively, compared to $ 219,000 and $ 433,000 , respectively, of such expenses during the same periods in 2023.

In the first quarter of 2024, in order to provide insurance for our REO asset, we became a member of Gryphon Mutual Property Americas IC, or Gryphon, a captive insurance company owned by us and other Blackstone-advised investment vehicles.

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The fees and expenses of Gryphon, including insurance premiums and fees paid to its manager, are paid annually and borne by us and the other Blackstone-advised investment vehicles that are members of Gryphon pro rata based on insurance premiums paid for each party’s respective properties.

During the three months ended March 31, 2024, we paid $ 109,000 to Gryphon for insurance costs, inclusive of premiums, capital surplus contributions, taxes, and our pro rata share of other expenses.

During the six months ended June 30, 2024, we paid $ 109,000 to Gryphon for insurance costs, inclusive of premiums, capital surplus contributions, taxes, and our pro rata share of other expenses.

This amount covers the period starting on the date we became a member of Gryphon and ending in July, when the annual payment for the upcoming policy period will be due for us and the other Blackstone-advised investment vehicles that are members of Gryphon.

Of this amount, $ 2,000 was attributable to the fee paid to a Blackstone affiliate to provide oversight and management services to Gryphon.

These services are provided on an allocated cost basis.

During the three months ended March 31, 2024 and 2023, we incurred $ 251,000 and $ 214,000 , respectively, of expenses to this service provider.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Additionally, we have engaged an affiliate of our Manager to provide internal audit services.

During both the three months ended March 31, 2024 and 2023, we incurred $ 24,000 of expenses to this service provider.

During the three and six months ended June 30, 2024 and 2023, we incurred $ 24,000 and $ 48,000 , respectively, of expenses to this service provider.

Affiliates of our Manager own an interest in the controlling entity of BTIG, LLC, or BTIG.

We utilized BTIG as a broker to engage third-parties to facilitate our repurchase of our Senior Secured Notes.

During the three months ended March 31, 2024, we repurchased $ 26.2 million of our Senior Secured Notes utilizing BTIG as a broker.

During the six months ended June 30, 2024, we repurchased $ 26.2 million of our Senior Secured Notes utilizing BTIG as a broker.

BTIG received aggregate fees of $ 40,000 in such capacity.

The fees were on terms equivalent to those of other brokers under similar arrangements.

BTIG did not act as a broker to engage third parties to repurchase our Senior Secured Notes during the three months ended March 31, 2023.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

BTIG did not act as a broker to engage third parties to repurchase our Senior Secured Notes during the three months ended June 30, 2024 or the six months ended June 30, 2023.

In the second quarter of 2024, a Blackstone-advised investment vehicle acquired a portfolio of assets from an unaffiliated third-party borrower.

The proceeds of this transaction repaid a £ 46.5 million performing junior loan owned by us, and a £ 186.0 million performing senior loan owned by an unaffiliated third-party, both of which were included in our consolidated balance sheets, with the senior loan also recorded as a loan participation sold liability.

The transaction was initiated by the third-party borrower with the sale pricing on market terms and the repayment completed in accordance with the loan agreements between the lenders and the unaffiliated third-party borrower.

In the first quarter of 2024, a Blackstone-advised investment vehicle originated a loan to one of our unaffiliated third-party borrowers, the proceeds of which repaid a $ 98.6 million performing senior loan owned by us.

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Unfunded Commitments Under Loans Receivable

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

As of June 30, 2024, we had aggregate unfunded commitments of $ 1.8 billion across 89 loans receivable, and $ 867.5 million of committed or identified financings for those commitments, resulting in net unfunded commitments of $ 958.8 million.

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

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We expect to fund our loan commitments over the remaining term of the related loans, which have a weighted-average future funding period of 2.3 years.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Principal Debt Repayments

Our contractual principal debt repayments as of March 31, 2024 were as follows ($ in thousands):

Our contractual principal debt repayments as of June 30, 2024 were as follows ($ in thousands):

Asset-Specific Debt (1)

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(4) Total does not include $ 2.3 billion of consolidated securitized debt obligations, $ 725.4 million of non-consolidated senior interests, and $ 100.6 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Board of Directors’ Compensation

As of March 31, 2024, of the nine members of our board of directors, our seven non-employee directors are entitled to annual compensation of $ 210,000 each, of which $ 95,000 is paid in cash and $ 115,000 is paid in the form of deferred stock units or, at their election, shares of restricted common stock.

As of March 31, 2024, the other two board members, the chair of the board and our chief executive officer, are not compensated by us for their service as directors.

As of June 30, 2024, of the nine members of our board of directors, our seven non-employee directors are entitled to annual compensation of $ 210,000 each, of which $ 95,000 is paid in cash and $ 115,000 is paid in the form of deferred stock units or, at their election, shares of restricted common stock.

As of June 30, 2024, the other two board members, the chair of the board and our chief executive officer, are not compensated by us for their service as directors.

In addition, (i) the chairs of our audit, compensation, and corporate governance committees receive additional annual cash compensation of $ 20,000 , $ 15,000 , and $ 10,000 , respectively, and (ii) the members of our audit and investment risk management committees receive additional annual cash compensation of $ 10,000 and $ 7,500 , respectively.

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

As of March 31, 2024, we were not involved in any material legal proceedings.

As of June 30, 2024, we were not involved in any material legal proceedings.

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

What changed 10-Q

Item 1. Financial Statements