BLACKSTONE MORTGAGE TRUST, INC. 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us,” or “our” refer to Blackstone Mortgage Trust, Inc. and its subsidiaries unless the context specifically requires otherwise. The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which reflect our current views with respect to, among other things, our business, operations and financial performance. You can identify these forward-looking statements by the use of words such as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “seeks,” “anticipates,” “should,” “could,” “may,” “designed to,” “foreseeable future,” “believe,” “scheduled,” and similar expressions. Such forward- looking statements are subject to various risks, uncertainties and assumptions. Our actual results or outcomes may differ materially from those in this discussion and analysis as a result of various factors, including but not limited to those discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023 and elsewhere in this Quarterly Report on Form 10-Q. Introduction Blackstone Mortgage Trust is a real estate finance company that originates senior loans collateralized by commercial real estate in North America, Europe, and Australia. 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. 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. We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” We benefit from the deep knowledge, experience and information advantages of our Manager, which is a part of Blackstone’s real estate platform. Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility. The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and we believe gives us the tools to expertly manage the assets in our portfolio and work with our borrowers throughout periods of economic stress and uncertainty. We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain an exclusion from registration under the Investment Company Act of 1940, as amended. We are organized as a holding company and conduct our business primarily through our various subsidiaries. Recent Developments Agency Multifamily Lending Partnership In the second quarter of 2024, we entered an agreement with M&T Realty Capital Corporation, or MTRCC, a subsidiary of M&T Bank, that will allow our borrowers to access multifamily agency financing through MTRCC’s Fannie Mae DUS and Freddie Mac Optigo lending platforms. We will receive a portion of origination, servicing, and other fees paid under the programs for loans that we refer to MTRCC for origination. Similarly, we will share in losses with MTRCC and Fannie Mae on loans that we refer to MTRCC for origination under the Fannie Mae program. There were no loans originated under the MTRCC agreement during the three months ended June 30, 2024. Share Repurchase Program In July 2024, our board of directors authorized the repurchase of up to $150.0 million of our class A common stock. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual amounts repurchased will depend on a variety of factors, including 49 legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. Third Quarter Dividend In July 2024, we declared a dividend of $0.47 per share of common stock for the third quarter of 2024, which is payable on October 15, 2024 to stockholders of record as of September 30, 2024. I. Key Financial Measures and Indicators As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Distributable Earnings, and book value per share. For the three months ended June 30, 2024, we recorded a basic net loss per share of $0.35, declared a dividend of $0.62 per share, and reported $0.49 per share of Distributable Earnings. In addition, our book value as of June 30, 2024 was $22.90 per share, which is net of cumulative CECL reserves of $5.21 per share. As further described below, Distributable Earnings is a measure that is not prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations. In addition, Distributable Earnings is a performance metric we consider when declaring our dividends. Earnings Per Share and Dividends Declared The following table sets forth the calculation of basic net loss per share and dividends declared per share ($ in thousands, except per share data): Three Months Ended June 30, 2024 March 31, 2024 Net loss (1) $ (61,057) $ (123,838) Weighted-average shares outstanding, basic 173,967,340 174,041,630 Net loss per share, basic $ (0.35) $ (0.71) Dividends declared per share $ 0.62 $ 0.62 (1) Represents net loss attributable to Blackstone Mortgage Trust. Refer to Note 14 to our consolidated financial statements for the calculation of diluted net loss per share. Distributable Earnings Distributable Earnings is a non-GAAP measure, which we define as 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), and (iv) certain non-cash items. Distributable Earnings may also be adjusted from time to time to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges as determined by our Manager, subject to approval by a majority of our independent directors. Distributable Earnings mirrors the terms of our management agreement between our Manager and us, or our Management Agreement, for purposes of calculating our incentive fee expense. Our CECL reserves have been excluded from Distributable Earnings consistent with other unrealized gains (losses) pursuant to our existing policy for reporting Distributable Earnings. We expect to only recognize such potential credit losses in Distributable Earnings if and when such amounts are realized and deemed non-recoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but realization and non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected. The timing of any such credit loss realization in our Distributable Earnings may differ materially from the timing of CECL reserves or charge-offs in our consolidated financial statements prepared in accordance with GAAP. The realized loss amount reflected in Distributable Earnings will equal the difference between the cash received, or expected to be received, and the book value of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the loan. 50 We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a useful financial metric for existing and potential future holders of our class A common stock as historically, over time, Distributable Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments, and therefore we believe our dividends are one of the principal reasons stockholders may invest in our class A common stock. Refer to Note 16 to our consolidated financial statements for further discussion of our distribution requirements as a REIT. Further, Distributable Earnings helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations, and is a performance metric we consider when declaring our dividends. Furthermore, we believe it is useful to present Distributable Earnings prior to charge-offs of CECL reserves to reflect our direct operating results and help existing and potential future holders of our class A common stock assess the performance of our business excluding such charge-offs. We utilize Distributable Earnings prior to charge-offs of CECL reserves as an additional performance metric to consider when declaring our dividends. Distributable Earnings mirrors the terms of our Management Agreement for purposes of calculating our incentive fee expense. Therefore, Distributable Earnings prior to charge-offs of CECL reserves is calculated net of the incentive fee expense that would have been recognized if such charge-offs had not occurred. Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves do not represent net income (loss) or cash generated from operating activities and should not be considered as alternatives to GAAP net income (loss), or indicators of our GAAP cash flows from operations, measures of our liquidity, or indicators of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves may not be comparable to similar metrics reported by other companies. 51 The following table provides a reconciliation of Distributable Earnings and Distributable Earnings prior to charge-offs of CECL reserves to GAAP net loss ($ in thousands, except per share data): Three Months Ended June 30, 2024 March 31, 2024 Net loss (1) $ (61,057) $ (123,838) Charge-offs of CECL reserves (2) (12,537) (61,013) Increase in CECL reserves 152,408 234,868 Non-cash compensation expense 7,962 8,112 Realized hedging and foreign currency (loss) gain, net (3) (1,352) 111 Adjustments attributable to non-controlling interests, net 134 (35) Depreciation on real estate owned 185 — Other items — (7) Distributable Earnings $ 85,743 $ 58,198 Charge-offs of CECL reserves (2) 12,537 61,013 Incentive fee related to charge-offs of CECL reserves (4) — (6,272) Distributable Earnings prior to charge-offs of CECL reserves $ 98,280 $ 112,939 Weighted-average shares outstanding, basic (5) 173,967,340 174,041,630 Distributable Earnings per share, basic $ 0.49 $ 0.33 Distributable Earnings per share, basic, prior to charge-offs of CECL reserves $ 0.56 $ 0.65 (1) Represents net loss attributable to Blackstone Mortgage Trust. (2) Represents realized losses related to loan principal amounts deemed non-recoverable during the three months ended June 30, 2024 and March 31, 2024, respectively. (3) Represents realized gains (losses) on the repatriation of unhedged foreign currency. These amounts were not included in GAAP net loss, but rather as a component of other comprehensive income in our consolidated financial statements. (4) Reflects the $6.3 million of incentive fee expenses that would have been incurred if such charge-offs had not occurred during the three months ended March 31, 2024. (5) The weighted-average shares outstanding, basic, exclude shares issuable from a potential conversion of our Convertible Notes then outstanding. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs. Refer to Note 14 to our consolidated financial statements for the calculation of diluted net income per share. Book Value Per Share The following table calculates our book value per share ($ in thousands, except per share data): June 30, 2024 March 31, 2024 Stockholders’ equity $ 3,984,504 $ 4,144,753 Shares Class A common stock 173,619,498 173,582,305 Deferred stock units 389,113 370,173 Total outstanding 174,008,611 173,952,478 Book value per share (1) $ 22.90 $ 23.83 (1) The book value per share excludes shares issuable from a potential conversion of our Convertible Notes then outstanding. Refer to Note 14 to our consolidated financial statements for the calculation of diluted net income per share. 52 II. Loan Portfolio During the three months June 30, 2024, we originated $103.2 million of loans. Loan fundings during the quarter totaled $375.8 million and loan repayments and sales totaled $700.6 million. We generated interest income of $466.2 million and incurred interest expense of $339.4 million during the quarter, which resulted in $126.8 million of net interest income during the three months ended June 30, 2024. Portfolio Overview The following table details our loan origination activity ($ in thousands): Three Months Ended June 30, 2024 Six Months Ended June 30, 2024 Loan originations (1) $ 103,184 $ 103,184 Loan fundings (2) $ 375,806 $ 724,511 Loan repayments and sales (3) (700,626) (1,737,678) Total net repayments $ (324,820) $ (1,013,167) (1) Includes new loan originations and additional commitments made under existing loans. (2) Loan fundings during the three and six months ended June 30, 2024, include $44.6 million and $89.3 million, respectively, of additional fundings under related non-consolidated senior interests. (3) Loan repayments and sales during the three and six months ended June 30, 2024, include $57.3 million and $512.1 million, respectively, of additional repayments or reduction of loan exposure under related non-consolidated senior interests. 53 The following table details overall statistics for our loan portfolio as of June 30, 2024 ($ in thousands): Balance Sheet Portfolio Loan Exposure (1) Number of loans 166 166 Principal balance $ 23,010,660 $ 23,635,509 Net book value $ 21,976,910 $ 21,976,910 Unfunded loan commitments (2) $ 1,826,350 $ 1,826,350 Weighted-average cash coupon (3) + 3.35 % + 3.31 % Weighted-average all-in yield (3) + 3.67 % + 3.70 % Weighted-average maximum maturity (years) (4) 2.1 2.1 Origination loan to value (LTV) (5) 62.7 % 62.9 % (1) Total loan exposure reflects our aggregate exposure to each loan investment. 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. We have retained an aggregate $187.1 million of subordinate mezzanine loans, as of June 30, 2024, related to non-consolidated senior interests that are included in our balance sheet portfolio. (2) Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date. Excludes $291.9 million of unfunded loan commitments related to our non-consolidated senior interests, as these commitments will not require cash outlays from us. (3) The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, and other indices as applicable to each investment. As of June 30, 2024, all of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR. Floating rate exposure includes an interest rate swap we entered into with a notional amount of $229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any. (4) Maximum maturity assumes all extension options are exercised by the borrower, however our loans and other investments may be repaid prior to such date. As of June 30, 2024, 12% of our loans by total loan exposure were subject to yield maintenance or other prepayment restrictions and 88% were open to repayment by the borrower without penalty. (5) Based on LTV as of the dates loans were originated or acquired by us, excluding any loans that are impaired and any junior participations sold. 54 The following table details the index rate floors for our loan portfolio based on total loan exposure as of June 30, 2024 ($ in thousands): Total Loan Exposure (1) Index Rate Floors USD Non-USD (2) Total Fixed Rate $ — $ — $ — 0.00% or no floor (3)(4) 5,525,229 6,084,770 11,609,999 0.01% to 1.00% floor 5,217,072 813,202 6,030,274 1.01% to 2.00% floor 2,411,596 306,758 2,718,354 2.01% to 3.00% floor 1,596,499 512,437 2,108,936 3.01% or more floor 985,652 182,294 1,167,946 Total (5) $ 15,736,048 $ 7,899,461 $ 23,635,509 (1) Total loan exposure reflects our aggregate exposure to each loan investment. 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 to our consolidated financial statements for further discussion of loan participations sold. (2) Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Swiss Franc, and Danish Krone currencies. (3) Includes an interest rate swap we entered into with a notional amount of $229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure. (4) Includes all impaired loans. (5) As of June 30, 2024, the weighted-average index rate floor of our total loan exposure was 0.80%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 1.35%. As of December 31, 2023, the weighted-average index rate floor of our total loan exposure was 0.56%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 1.02%. 55 The following table details the floating benchmark rates for our loan portfolio based on total loan exposure as of June 30, 2024 (total loan exposure amounts in thousands): Loan Count Currency Total Loan Exposure (1) Floating Rate Index (2) Cash Coupon (3) All-in Yield (3) 131 $ $ 15,736,048 SOFR (4) + 3.09% + 3.47% 18 £ £ 2,474,167 SONIA + 3.80% + 4.23% 12 € € 2,545,497 EURIBOR + 3.18% + 3.61% 5 Various $ 2,043,886 Other (5) + 4.13% + 4.41% 166 $ 23,635,509 + 3.31% + 3.70% (1) Total loan exposure reflects our aggregate exposure to each loan investment. 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 to our consolidated financial statements for further discussion of loan participations sold. (2) We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S. dollar. We earn forward points on our forward contracts that reflect the interest rate differentials between the applicable base rate for our foreign currency investments and prevailing U.S. interest rates. These forward contracts effectively convert the foreign currency rate exposure for such investments to USD-equivalent interest rates. (3) 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 and nonaccrual methods, if any. (4) Includes an interest rate swap we entered into with a notional amount of $229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure. (5) Includes floating rate loans indexed to STIBOR, BBSY, SARON, and CIBOR indices. 56 The charts below detail the geographic distribution and types of properties securing our loan portfolio, as of June 30, 2024: Geographic Diversification (Net Loan Exposure) (1) Collateral Diversification (Net Loan Exposure) (1)(2) ______________ (1) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of 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. Geographic locations that represent less than 1% of net loan exposure are excluded from the chart above. (2) Assets with multiple components are proportioned into the relevant collateral types based on the allocated value of each collateral type. Refer to section VI of this Item 2 for details of our loan portfolio, on a loan-by-loan basis. Portfolio Management As of June 30, 2024, 90% of our loans were performing with risk ratings of “1” through “4,” and the remaining 10% were impaired with a risk rating of “5.” Of the performing loans, 99.8%, based on net loan exposure, were in compliance with the contractual terms of each respective loan. We believe this demonstrates the overall strength of our loan portfolio and the commitment and financial wherewithal of our borrowers generally, which are primarily affiliated with large real estate private equity funds and other strong, well-capitalized, and experienced sponsors. We maintain a robust asset management relationship with our borrowers and utilize these relationships to maximize the performance of our portfolio, including during periods of volatility. We believe that we benefit from these relationships and from our long-standing core business model of originating senior loans collateralized by large assets in major markets with experienced, well-capitalized institutional sponsors. Our loan portfolio’s low weighted-average origination LTV is 62.9%, excluding any loans that are impaired and any junior participations sold, as of June 30, 2024. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments. As of June 30, 2024, we had an aggregate $759.4 million asset- 57 specific CECL reserve related to 19 of our loans receivable, with an aggregate amortized cost basis of $2.9 billion, net of cost-recovery proceeds. This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of June 30, 2024. Our portfolio monitoring and asset management operations benefit from the deep knowledge, experience, and information advantages derived from our position as part of Blackstone’s real estate platform. Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility. The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and gives us the tools to expertly asset manage our portfolio and work with our borrowers throughout periods of economic stress and uncertainty. As discussed in Note 2 to our consolidated financial statements, we perform a quarterly review of our loan portfolio, assesses the performance of each loan, and assigns it a risk rating between “1” and “5”, from less risk to greater risk. Our loan portfolio had a weighted-average risk rating of 3.0 as of both June 30, 2024 and December 31, 2023. The following table allocates the net book value, total loan exposure, and net loan exposure balances based on our internal risk ratings ($ in thousands): June 30, 2024 Risk Rating Number of Loans Net Book Value Total Loan Exposure (1) Net Loan Exposure (2) 1 21 $ 1,321,337 $ 1,322,499 $ 1,321,373 2 27 5,408,385 5,423,892 4,541,982 3 79 10,324,814 10,487,838 9,947,533 4 20 2,879,736 3,384,458 2,821,958 5 19 2,936,576 3,016,822 2,181,184 Loans receivable 166 $ 22,870,848 $ 23,635,509 $ 20,814,030 CECL reserve (893,938) Loans receivable, net $ 21,976,910 (1) Total loan exposure reflects our aggregate exposure to each loan investment. 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 to our consolidated financial statements for further discussion of loan participations sold. (2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of 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. Current Expected Credit Loss Reserve The CECL reserves required by GAAP reflect our current estimate of potential credit losses related to our loans and notes receivable included in our consolidated balance sheets. Other than a few narrow exceptions, GAAP requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the principle underlying the CECL model that all loans and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors. During the three months ended 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. These 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 58 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 and six months ended June 30, 2024, we received an aggregate $18.5 million and $35.3 million, respectively, 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. Multifamily Joint Venture As of June 30, 2024, our multifamily joint venture held $473.2 million of loans, which are included in the loan disclosures above. Refer to Note 2 to our consolidated financial statements for additional discussion of our multifamily joint venture. 59 Portfolio Financing Our portfolio financing consists of secured debt, securitizations, and asset-specific debt. The following table details our portfolio financing ($ in thousands): Portfolio Financing Outstanding Principal Balance June 30, 2024 December 31, 2023 Secured debt $ 12,110,576 $ 12,697,058 Securitizations 2,328,492 2,507,514 Asset-specific debt 1,125,854 1,004,097 Total portfolio financing $ 15,564,922 $ 16,208,669 Secured Debt The following table details our outstanding secured debt ($ in thousands): Secured Debt Borrowings Outstanding June 30, 2024 December 31, 2023 Secured credit facilities $ 12,110,576 $ 12,697,058 Total secured debt $ 12,110,576 $ 12,697,058 Secured Credit Facilities The following table details our secured credit facilities by spread over the applicable base rates as of June 30, 2024 ($ in thousands): Six Months Ended June 30, 2024 June 30, 2024 Spread (1) New Financings (2) Total Borrowings Wtd. Avg. All-in Cost (1)(3)(4) Collateral (5) Wtd. Avg. All-in Yield (1)(3) Net Interest Margin (6) + 1.50% or less $ 23,000 $ 5,522,099 +1.52 % $ 8,265,569 +3.27 % +1.75 % + 1.51% to + 1.75% — 2,338,407 +1.81 % 3,226,135 +3.44 % +1.63 % + 1.76% to + 2.00% — 1,644,666 +2.10 % 2,696,203 +3.85 % +1.75 % + 2.01% or more 434,412 2,605,404 +2.60 % 3,770,438 +4.30 % +1.70 % Total $ 457,412 $ 12,110,576 +1.89 % $ 17,958,345 +3.60 % +1.71 % (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 six months ended June 30, 2024. (3) In addition to spread, the cost includes the associated deferred fees and expenses related to the respective borrowings. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. All-in yield excludes loans accounted for under the cost-recovery and nonaccrual methods, if any. (4) Represents the weighted-average all-in cost as of June 30, 2024 and is not necessarily indicative of the spread applicable to recent or future borrowings. (5) Represents the principal balance of the collateral assets and the book value of the REO asset. (6) Represents the difference between the weighted-average all-in yield and weighted-average all-in cost. Acquisition Facility We previously had a $100.0 million full recourse secured credit facility that was designed to finance eligible first mortgage originations for up to nine months as a bridge to term financing without obtaining discretionary lender approval. The cost 60 of borrowing under the facility was variable, dependent on the type of loan collateral. This facility matured on April 3, 2024. Securitizations Securitized Debt Obligations We have financed certain pools of our loans through collateralized loan obligations, or CLOs. The following table details our securitized debt obligations and the underlying collateral assets that are financed by our CLOs ($ in thousands): June 30, 2024 Securitized Debt Obligations Count Principal Balance Book Value (1) Wtd. Avg. Yield/Cost (2)(3) Term (4) 2021 FL4 Collateralized Loan Obligation Senior CLO Securities Outstanding 1 $ 785,452 $ 784,778 + 1.47 % May 2038 Underlying Collateral Assets 26 981,703 981,703 + 3.26 % March 2026 2020 FL3 Collateralized Loan Obligation Senior CLO Securities Outstanding 1 689,384 689,384 + 1.84 % November 2037 Underlying Collateral Assets 15 880,634 880,634 + 2.93 % January 2026 2020 FL2 Collateralized Loan Obligation Senior CLO Securities Outstanding 1 853,656 853,612 + 1.36 % February 2038 Underlying Collateral Assets 15 1,110,530 1,110,530 + 2.86 % March 2026 Total Senior CLO Securities Outstanding (5) 3 $ 2,328,492 $ 2,327,774 + 1.54 % Underlying Collateral Assets 56 $ 2,972,867 $ 2,972,867 + 3.00 % (1) The book value of underlying collateral assets excludes any applicable CECL reserves. (2) In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees. (3) The weighted-average all-in yield and cost are expressed as a spread over SOFR. 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. Repayments of securitized debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations. (5) During the three and six months ended June 30, 2024, we recorded $40.2 million and $81.7 million, respectively, of interest expense related to our securitized debt obligations. Refer to Note 7 and Note 19 to our consolidated financial statements for additional details of our securitized debt obligations. 61 Asset-Specific Debt The following table details our asset-specific debt ($ in thousands): June 30, 2024 Asset-Specific Debt Count Principal Balance Book Value (1) Wtd. Avg. Yield/Cost (2) Wtd. Avg. Term (3) 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 (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. In addition to cash coupon, yield/cost includes the amortization of deferred origination fees and financing costs. (3) The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Our non-recourse, asset-specific debt is term-matched in each case to the corresponding collateral loans. Corporate Financing The following table details our outstanding corporate financing ($ in thousands): Corporate Financing Outstanding Principal Balance June 30, 2024 December 31, 2023 Term loans $ 2,124,223 $ 2,135,221 Senior secured notes 339,918 366,090 Convertible notes 300,000 300,000 Total corporate financing $ 2,764,141 $ 2,801,311 62 The following table details our outstanding senior term loan facilities, or Term Loans, Senior Secured Notes, and convertible senior notes, or Convertible Notes, as of June 30, 2024 ($ in thousands): Corporate Financing Face Value Interest Rate (1) All-in Cost (1)(2) Maturity Term Loans B-1 Term Loan $ 906,096 + 2.36 % + 2.65 % April 23, 2026 B-3 Term Loan 408,829 + 2.86 % + 3.54 % April 23, 2026 B-4 Term Loan 809,298 + 3.50 % + 4.11 % May 9, 2029 Total term loans $ 2,124,223 Senior Secured Notes Senior Secured Notes $ 339,918 3.75 % 4.02 % January 15, 2027 Convertible Notes Issuance Convertible Notes (3) $ 300,000 5.50 % 5.94 % March 15, 2027 Total corporate financings $ 2,764,141 (1) The B-3 Term Loan and the B-4 Term Loan borrowings are subject to a floor of 0.50%. The Term Loans are indexed to one-month SOFR. (2) Includes issue discounts, transaction expenses, and/or issuance costs, as applicable, that are amortized through interest expense over the life of each respective financing. (3) The conversion price of the Convertible Notes is $36.27, which represents the price of class A common stock per share based on a conversion rate of 27.5702. The conversion rate represents the number of shares of class A common stock issuable per $1,000 principal amount of Convertible Notes. The cumulative dividend threshold has not been exceeded as of June 30, 2024. 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. Refer to Note 2, Note 10, Note 11, and Note 12 to our consolidated financial statements for additional discussion of our Term Loans, Senior Secured Notes, and Convertible Notes. Floating Rate Portfolio Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates will decrease net income. As of June 30, 2024, all of our loans by total loan exposure earned a floating rate of interest and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate loans. Our liabilities are generally currency and index-matched to each collateral asset, resulting in a net exposure to movements in benchmark rates that varies by currency silo based on the relative proportion of floating rate assets and liabilities. 63 The following table details our investment portfolio’s exposure to interest rates by currency as of June 30, 2024 (amounts in thousands): USD GBP EUR All Other (1) Floating rate loans (2)(3)(4)(5)(6) $ 11,993,797 £ 2,474,167 € 2,545,497 $ 2,043,886 Floating rate portfolio financings (2)(5)(7) (9,629,433) (1,860,420) (1,851,889) (1,599,058) Floating rate corporate financings (8) (2,124,223) — — — Net floating rate exposure $ 240,141 £ 613,747 € 693,608 $ 444,828 Net floating rate exposure in USD (9) $ 240,141 $ 776,082 $ 743,062 $ 444,828 (1) Includes Australian Dollar, Danish Krone, Swedish Krona, and Swiss Franc currencies. (2) Our floating rate loans and related liabilities are currency and index-matched to the applicable benchmark rate relevant in each arrangement. (3) Includes an interest rate swap we entered into with a notional amount of $229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure. (4) Excludes $3.0 billion of floating rate impaired loans. (5) Excludes $725.4 million of non-consolidated senior interests and $100.6 million of loan participations sold, as of June 30, 2024. Our non-consolidated senior interests and loan participations sold are structurally non-recourse and term-matched to the corresponding loans, and have no impact on our net floating rate exposure. (6) Our loan agreements generally require our borrowers to purchase interest rate caps, which mitigates our borrowers’ exposure to an increase in interest rates. (7) Includes amounts outstanding under secured debt, securitizations, and asset-specific debt. (8) Includes amounts outstanding under Term Loans. (9) Represents the U.S. dollar equivalent as of June 30, 2024. In addition to the risks related to fluctuations in cash flows and asset values associated with movements in interest rates, there is also the risk of non-performance on floating rate assets. In the case of a significant increase in interest rates, the cash flows of the collateral real estate assets may not be sufficient to pay debt service due under our loans, which may contribute to non-performance or, in severe cases, default. This risk is partially mitigated by our consideration of rising rate stress-testing during our underwriting process, which generally includes a requirement for our borrower to purchase an interest rate cap contract with an unaffiliated third party, provide an interest reserve deposit, and/or provide interest guarantees or other structural protections. As of June 30, 2024, 95% of our performing loans have interest rate caps, with a weighted-average strike price of 3.3%, or interest guarantees. During the six months ended June 30, 2024, interest rate caps on $8.1 billion of performing loans, with a 3.4% weighted-average strike price, expired and 94% were replaced with new interest rate caps, with a weighted-average strike price of 3.5%, or interest guarantees. 64 III. Our Results of Operations Operating Results The following table sets forth information regarding our consolidated results of operations for the three months ended June 30, 2024 and March 31, 2023 ($ in thousands, except per share data): Three Months Ended Change June 30, 2024 March 31, 2024 $ Income from loans and other investments Interest and related income $ 466,152 $ 486,122 $ (19,970) Less: Interest and related expenses 339,380 343,730 (4,350) Income from loans and other investments, net 126,772 142,392 (15,620) Other expenses Management and incentive fees 18,726 18,927 (201) General and administrative expenses 13,660 13,728 (68) Total other expenses 32,386 32,655 (269) Increase in current expected credit loss reserve (152,408) (234,868) 82,460 Gain on extinguishment of debt — 2,963 (2,963) Net expense from real estate owned (963) — (963) Loss before income taxes (58,985) (122,168) 63,183 Income tax provision 1,217 1,002 215 Net loss (60,202) (123,170) 62,968 Net income attributable to non-controlling interests (855) (668) (187) Net loss attributable to Blackstone Mortgage Trust, Inc. $ (61,057) $ (123,838) $ 62,781 Net loss per share of common stock, basic and diluted $ (0.35) $ (0.71) $ 0.36 Weighted-average shares of common stock outstanding, basic and diluted 173,967,340 174,041,630 (74,290) Dividends declared per share $ 0.62 $ 0.62 $ — Income from loans and other investments, net Income from loans and other investments, net decreased $15.6 million during the three months ended June 30, 2024 compared to the three months ended March 31, 2024. The decrease was primarily due to a decline in interest income related to additional loans accounted for under the cost-recovery method during the three months ended June 30, 2024. This was offset by a decrease in the weighted-average principal balance of our outstanding financing arrangements by $264.7 million for the three months ended June 30, 2024 compared to the three months ended March 31, 2024. Other expenses Other expenses include management and incentive fees payable to our Manager and general and administrative expenses. Other expenses decreased by $269,000 during the three months ended June 30, 2024 compared to the three months ended March 31, 2024 primarily due to a decrease in management fees payable to our Manager. Additionally, there was a decrease of $150,000 of non-cash restricted stock amortization related to shares awarded under our long-term incentive plans as a result of forfeitures. Changes in current expected credit loss reserve During the three months ended June 30, 2024, we recorded a $152.4 million increase in our CECL reserves, as compared to a $234.9 million increase during the three months ended March 31, 2024. These increases in CECL reserves primarily reflect certain impaired loans in our portfolio. 65 Gain on extinguishment of debt During the three months ended March 31, 2024 we recognized a gain on extinguishment of debt of $3.0 million related to the repurchase of an aggregate principal amount of $26.2 million of our Senior Secured Notes. During the three months ended June 30, 2024, there was no repurchase activity or gain on extinguishment of debt. Net expense from real estate owned During the three months ended June 30, 2024, we recognized net expense from REO of $963,000, which primarily relates to operating expenses and depreciation expense. We did not earn any income or incur any expense from REO during the three months ended March 31, 2024. Income tax provision The income tax provision increased by $215,000 during the three months ended June 30, 2024 compared to the three months ended March 31, 2024 primarily due to an increase in the income tax provisions related to our taxable REIT subsidiaries. Dividends per share During the three months ended June 30, 2024, we declared dividends of $0.62 per share, or $107.6 million in aggregate. During the three months ended March 31, 2024, we declared dividends of $0.62 per share, or $107.7 million in aggregate. 66 The following table sets forth information regarding our consolidated results of operations for the six months ended June 30, 2024 and 2023 ($ in thousands, except per share data): Six Months Ended June 30, Change 2024 2023 $ Income from loans and other investments Interest and related income $ 952,275 $ 1,013,276 $ (61,001) Less: Interest and related expenses 683,110 661,746 21,364 Income from loans and other investments, net 269,165 351,530 (82,365) Other expenses Management and incentive fees 37,653 63,865 (26,212) General and administrative expenses 27,388 25,887 1,501 Total other expenses 65,041 89,752 (24,711) Increase in current expected credit loss reserve (387,277) (37,630) (349,647) Gain on extinguishment of debt 2,963 — 2,963 Net expense from real estate owned (963) — (963) (Loss) income before income taxes (181,153) 224,148 (405,301) Income tax provision 2,219 3,095 (876) Net (loss) income (183,372) 221,053 (404,425) Net income attributable to non-controlling interests (1,523) (1,645) 122 Net (loss) income attributable to Blackstone Mortgage Trust, Inc. $ (184,895) $ 219,408 $ (404,303) Net (loss) income per share of common stock Basic $ (1.06) $ 1.27 $ (2.33) Diluted $ (1.06) $ 1.25 $ (2.31) Weighted-average shares of common stock outstanding Basic 174,004,464 172,606,914 1,397,550 Diluted 174,004,464 180,877,974 (6,873,510) Dividends declared per share $ 1.24 $ 1.24 $ — Income from loans and other investments, net Income from loans and other investments, net decreased $82.4 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The decrease was primarily due to a decline in interest income related to additional loans accounted for under the cost-recovery method for the six months ended June 30, 2024. This was offset by an increase in floating rate indices during the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. Other expenses Other expenses include management and incentive fees payable to our Manager and general and administrative expenses. Other expenses decreased by $24.7 million during the six months ended June 30, 2024 compared to the six months ended June 30, 2023 due to a decrease of $26.7 million of incentive fees payable to our Manager, driven primarily by charge-offs of CECL reserves. This was offset by (i) a $746,000 increase of operating expenses, (ii) an increase in non-cash restricted stock amortization of $687,000 related to shares awarded under our long-term incentive plans, and (iii) an increase of $444,000 of management fees payable to our Manager, primarily as a result of an increase in our Equity, as defined in our Management Agreement. 67 Changes in current expected credit loss reserve During the six months ended June 30, 2024, we recorded a $387.3 million increase in our CECL reserves, as compared to a $37.6 million increase during the six months ended June 30, 2023. These increases in CECL reserves primarily reflect certain impaired loans in our portfolio. Gain on extinguishment of debt During the six months ended June 30, 2024, we recognized a gain on extinguishment of debt of $3.0 million related to the repurchase of an aggregate principal amount of $26.2 million of our Senior Secured Notes. There was no repurchase activity or gain on extinguishment of debt in the six months ended June 30, 2023. Net expense from real estate owned During the six months ended June 30, 2024, we recognized net expense from REO of $963,000, which primarily relates to operating expenses and depreciation expense. We did not earn any income or incur any expense from REO during the six months ended June 30, 2023. Income tax provision The income tax provision decreased by $876,000 during the six months ended June 30, 2024 as compared to the six months ended June 30, 2023, due to a decrease in the income tax provisions related to our taxable REIT subsidiaries. Dividends per share During the six months ended June 30, 2024, we declared dividends of $1.24 per share, or $215.3 million in aggregate. During six months ended June 30, 2023, we declared dividends of $1.24 per share, or $213.6 million in aggregate. IV. Liquidity and Capital Resources Capitalization We have capitalized our business to date primarily through the issuance and sale of shares of our class A common stock, corporate debt, and asset-level financings. As of June 30, 2024, our capitalization structure included $4.0 billion of common equity, $2.8 billion of corporate debt, and $15.6 billion of asset-level financings. Our $2.8 billion of corporate debt includes $2.1 billion of Term Loan borrowings, $339.9 million of Senior Secured Notes, and $300.0 million of Convertible Notes. Our $15.6 billion of asset-level financings includes $12.1 billion of secured debt, $2.3 billion of securitizations, and $1.1 billion of asset-specific debt, all of which are structured to produce term, currency, and index matched funding with no margin call provisions based upon capital markets events. As of June 30, 2024, we have $1.6 billion of liquidity that can be used to satisfy our short-term cash requirements and as working capital for our business. See Notes 6, 7, 8, 9, 10, 11, and 12 to our co nsolidated financial statements for additional details regarding our secured debt, securitized debt obligations, asset-specific debt, loan participations sold, Term Loans, Senior Secured Notes, and Convertible Notes, respectively. 68 Debt-to-Equity Ratio and Total Leverage Ratio The following table presents our debt-to-equity ratio and total leverage ratio: June 30, 2024 December 31, 2023 Debt-to-equity ratios (1) Debt-to-equity ratio (2) 3.9x 3.7x Adjusted debt-to-equity ratio (3) 3.2x 3.2x Total leverage ratios (1) Total leverage ratio (4) 4.5x 4.3x Adjusted total leverage ratio (5) 3.7x 3.7x (1) The debt and leverage amounts included in the calculations above use gross outstanding principal balances, excluding any unamortized deferred financing costs and discounts. (2) Represents, in each case at period end, (i) total outstanding secured debt, asset-specific debt, Term Loans, Senior Secured Notes, and convertible notes, less cash, to (ii) total equity. (3) Represents, in each case at period end, (i) total outstanding secured debt, asset-specific debt, Term Loans, Senior Secured Notes, and convertible notes, less cash, to (ii) Adjusted Equity. Adjusted Equity is a non-GAAP financial measure. Refer to “Adjusted Debt-to-Equity Ratio and Adjusted Total Leverage Ratio” below for the definition of Adjusted Equity and a reconciliation to total equity. (4) Represents, in each case at period end, (i) total outstanding secured debt, securitizations, asset-specific debt, Term Loans, Senior Secured Notes, and convertible notes, less cash, to (ii) total equity. (5) Represents, in each case at period end, (i) total outstanding secured debt, securitizations, asset-specific debt, Term Loans, Senior Secured Notes, and convertible notes, less cash, to (ii) Adjusted Equity. Adjusted Equity is a non-GAAP financial measure. Refer to “Adjusted Debt-to-Equity Ratio and Adjusted Total Leverage Ratio” below for the definition of Adjusted Equity and a reconciliation to total equity. Adjusted Debt-to-Equity Ratio and Adjusted Total Leverage Ratio Our adjusted debt-to-equity and total leverage ratios are measures that are not prepared in accordance with GAAP, as they are calculated using Adjusted Equity, which we define as our total equity, excluding the aggregate CECL reserves on our loans receivable and unfunded loan commitments. We believe that Adjusted Equity provides meaningful information to consider in addition to our total equity determined in accordance with GAAP in the context of assessing our debt-to-equity and total leverage ratios. The adjusted debt-to-equity and total leverage ratios are metrics we use, in addition to our unadjusted debt-to-equity and total leverage ratios, when evaluating our capitalization structure, as Adjusted Equity excludes the unrealized impact of our CECL reserves, which may vary from quarter-to-quarter as our loan portfolio changes and market and economic conditions evolve. We believe these ratios, and therefore our Adjusted Equity, are useful financial metrics for existing and potential future holders of our class A common stock to consider when evaluating how our business is capitalized and the relative amount of leverage in our business. Adjusted Equity does not represent our total equity and should not be considered as an alternate to GAAP total equity. In addition, our methodology for calculating Adjusted Equity may differ from methodologies employed by other companies to calculate the same or similar supplemental measures, and accordingly, our reported Adjusted Equity may not be comparable to the Adjusted Equity reported by other companies. The following table provides a reconciliation of Adjusted Equity to our GAAP total equity ($ in thousands): June 30, 2024 December 31, 2023 Total equity $ 4,004,598 $ 4,387,504 Add back: aggregate CECL reserves 906,032 592,307 Adjusted Equity $ 4,910,630 $ 4,979,811 69 Sources of Liquidity Our primary sources of liquidity include cash and cash equivalents, available borrowings under our secured debt facilities, and net receivables from servicers related to loan repayments, which are set forth in the following table ($ in thousands): June 30, 2024 December 31, 2023 Cash and cash equivalents $ 373,876 $ 350,014 Available borrowings under secured debt 1,210,324 1,269,111 Loan principal payments held by servicer, net (1) — 48,287 $ 1,584,200 $ 1,667,412 (1) Represents loan principal payments held by our third-party servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle, net of the related secured debt balance. During the six months ended June 30, 2024, we generated cash flow from operating activities of $194.8 million and received $1.4 billion from loan principal collections, sales proceeds, and cost-recovery proceeds. Furthermore, we are able to generate incremental liquidity through the replenishment provisions of certain of our CLOs, which allow us to replace a repaid loan in the CLO by increasing the principal amount of existing CLO collateral assets to maintain the aggregate amount of collateral assets in the CLO, and the related financing outstanding. We have access to further liquidity through public and private offerings of equity and debt securities, syndicated term loans, and similar transactions. To facilitate public offerings, in July 2022, we filed a shelf registration statement with the SEC that is effective for a term of three years and expires in July 2025. The amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by this registration statement include: (i) class A common stock; (ii) preferred stock; (iii) depositary shares representing preferred stock; (iv) debt securities; (v) warrants; (vi) subscription rights; (vii) purchase contracts; and (viii) units consisting of one or more of such securities or any combination of these securities. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. We may also access liquidity through our dividend reinvestment plan and direct stock purchase plan, under which 9,971,796 shares of class A common stock were available for issuance as of June 30, 2024, and our at the market stock offering program, pursuant to which we may sell, from time to time, up to $480.9 million of additional shares of our class A common stock as of June 30, 2024. Refer to Note 14 to our consolidated financial statements for additional details. Uses of Liquidity In addition to our loan origination and funding activity and general operating expenses, our primary uses of liquidity include interest and principal payments under our $12.1 billion of outstanding borrowings under secured debt, our asset-specific debt, our Term Loans, our Senior Secured Notes, and our Convertible Notes. From time to time we may also repurchase our outstanding debt or shares of our class A common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. 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. In July 2024, our board of directors authorized the repurchase of up to $150.0 million of our class A common stock. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual amounts repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date. As of June 30, 2024, we had unfunded commitments of $1.8 billion related to 89 loans receivable and $867.5 million of committed or identified financing for those commitments resulting in net unfunded commitments of $958.8 million. The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs. Loan funding commitments are generally subject to certain conditions, including, without limitation, the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the 70 underlying collateral assets. We expect to fund our loan commitments over the remaining term of the related loans, which have a weighted-average future funding period of 2.3 years. Contractual Obligations and Commitments Our contractual obligations and commitments as of June 30, 2024 were as follows ($ in thousands): Payment Timing Total Obligation Less Than 1 Year (1) 1 to 3 Years 3 to 5 Years More Than 5 Years Unfunded loan commitments (2) $ 1,826,350 $ 677,868 $ 641,786 $ 142,391 $ 364,305 Principal repayments under secured debt (3) 12,110,576 2,600,251 7,414,332 2,095,993 — Principal repayments under asset-specific debt (3) 1,125,854 877,298 — — 248,556 Principal repayments of term loans (4) 2,124,223 21,997 1,317,703 784,523 — Principal repayments of senior secured notes 339,918 — 339,918 — — Principal repayments of convertible notes (5) 300,000 — 300,000 — — Interest payments (3)(6) 2,628,356 1,086,744 1,220,658 320,321 633 Total (7) $ 20,455,277 $ 5,264,158 $ 11,234,397 $ 3,343,228 $ 613,494 (1) Represents known and estimated short-term cash requirements related to our contractual obligations and commitments. Refer to the sources of liquidity section above for our sources of funds to satisfy our short-term cash requirements. (2) The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the final loan maturity date, however we may be obligated to fund these commitments earlier than such date. (3) Our secured debt and asset-specific debt agreements are generally term-matched to their underlying collateral. Therefore, the allocation of both principal and interest payments under such agreements is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective debt agreement is used. (4) The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the initial principal balance due in quarterly installments. Refer to Note 10 to our consolidated financial statements for further details on our Term Loans. (5) Reflects the outstanding principal balance of convertible notes, excluding any potential conversion premium. Refer to Note 12 to our consolidated financial statements for further details on our convertible notes. (6) Represents interest payments on our secured debt, asset-specific debt, Term Loans, Senior Secured Notes, and convertible notes. Future interest payment obligations are estimated assuming the interest rates in effect as of June 30, 2024 will remain constant into the future. This is only an estimate as actual amounts borrowed and interest rates will vary over time. (7) Total does not include $2.3 billion of consolidated securitized debt obligations, $725.4 million of non-consolidated senior interests, and $100.6 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us. We are also required to settle our foreign exchange and interest rate derivatives with our derivative counterparties upon maturity which, depending on foreign currency exchange and interest rate movements, may result in cash received from or due to such counterparties. The table above does not include these amounts as they are not fixed and determinable. Refer to Note 13 to our consolidated financial statements for details regarding our derivative contracts. We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. Refer to Note 15 to our consolidated financial statements for additional terms and details of the fees payable under our Management Agreement. As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends to comply with the REIT provisions of the Internal Revenue Code. Our taxable income does not necessarily equal our net income as calculated in accordance with GAAP, or our Distributable Earnings as described above. 71 Cash Flows The following table provides a breakdown of the net change in our cash and cash equivalents ($ in thousands): Six Months Ended June 30, 2024 2023 Cash flows provided by operating activities $ 194,793 $ 235,635 Cash flows provided by used in investing activities 864,368 741,095 Cash flows used in by financing activities (1,032,778) (788,499) Net increase in cash and cash equivalents $ 26,383 $ 188,231 We experienced a net increase in cash and cash equivalents of $26.4 million for the six months ended June 30, 2024, compared to a net increase of $188.2 million for the six months ended June 30, 2023. During the six months ended June 30, 2024, we received $1.7 billion from loan principal collections and sales proceeds, of which $1.4 billion is reflected in our consolidated statement of cash flows prepared in accordance with GAAP, excluding $512.1 million of additional repayments or reduction of loan exposure under related non-consolidated senior interests. Also, during the six months ended June 30, 2024, we (i) funded $626.7 million of loans, (ii) repaid $179.0 million of securitized debt obligations, (iii) repaid a net $475.5 million of secured debt borrowings, and (iv) paid $215.1 million of dividends on our class A common stock. Refer to Note 3 to our consolidated financial statements for further discussion of our loan activity. Refer to Notes 6, 7, and 14 to our consolidated financial statements for additional discussion of our secured debt, securitized debt obligations, and equity, respectively. V. Other Items Income Taxes We have elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. We generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income tax not to apply to our earnings. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of June 30, 2024 and December 31, 2023, we were in compliance with all REIT requirements. Furthermore, our taxable REIT subsidiaries are subject to federal, state, and local income tax on their net taxable income. Refer to Note 16 to our consolidated financial statements for additional discussion of our income taxes. Critical Accounting Policies Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. There have been no material changes to our Critical Accounting Policies described in our Annual Report on Form 10-K filed with the SEC on February 14, 2024, other than a supplement to the accounting policy for our real estate owned. Refer to Note 2 to our consolidated financial statements for additional discussion of the accounting policy for our real estate owned. 72 Current Expected Credit Losses The current expected credit loss, or CECL, reserve required under the FASB Accounting Standards Codification, or ASC, Topic 326 “Financial Instruments – Credit Losses,” or ASC 326, reflects our current estimate of potential credit losses related to our portfolio. We estimate our CECL reserves primarily using the Weighted-Average Remaining Maturity, or WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in the Financial Accounting Standards Board Staff Q&A Topic 326, No. 1. Estimating the CECL reserve requires judgment, including the following assumptions: • Historical loan loss reference data : 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 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. We believe this CMBS data, which includes month-over-month loan and property performance, is the most relevant, available, and comparable dataset to our portfolio. • Expected timing and amount of future loan fundings and repayments : Expected credit losses are estimated over the contractual term of each loan, adjusted for expected repayments. As part of our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for purposes of computing our CECL reserves. Additionally, the expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments. 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. • Current credit quality of our portfolio : Our risk rating is our primary credit quality indicator in assessing our CECL reserves. We perform a quarterly risk review of our portfolio of loans and assign each loan a risk rating based on a variety of factors, including, without limitation, origination LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. • Expectations of performance and market conditions : Our CECL reserves are adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, expectations of inflation and/or recession, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term. In addition to the CMBS data we have licensed from Trepp LLC, we have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on our loan portfolio’s performance. We generally also incorporate information from other sources, including information and opinions available to our Manager, to further inform these estimations. This process requires significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of June 30, 2024. • Impairment : impairment is indicated when it is deemed probable that we will not be able to collect all amounts due to us pursuant to the contractual terms of the loan. Determining that a loan is impaired requires significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to be impaired, we record the impairment as a component of our CECL reserves by applying the practical expedient for collateral dependent loans. The CECL reserves are assessed on an individual basis for these loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by us. Actual losses, if any, could ultimately differ materially from these estimates. We only expect to charge-off the impairment losses in our consolidated financial statements prepared in accordance with GAAP if and when such amounts are deemed non-recoverable. This is generally at the time a loan is repaid or foreclosed. However, non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected. These assumptions vary from quarter-to-quarter as our loan portfolio changes and market and economic conditions evolve. The sensitivity of each assumption and its impact on the CECL reserves may change over time and from period to period. 73 During the six months ended June 30, 2024, our CECL reserves increased by $317.0 million, bringing our total reserves to $906.0 million as of June 30, 2024. See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserves. 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. 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. Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in our opinion, recovery of income and principal becomes doubtful. Interest received is then recorded as income or as a reduction in the amortized cost basis, based on the specific facts and circumstances, until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. In addition, for loans we originate, the related origination expenses are deferred and recognized as a reduction to interest income, however expenses related to loans we acquire are included in general and administrative expenses as incurred. Real Estate Owned We may assume legal title or physical possession of the collateral underlying a loan through a foreclosure or the execution of a deed-in-lieu of foreclosure. These real estate acquisitions are classified as real estate owned, or REO, on our consolidated balance sheet and are initially recognized at fair value on the acquisition date in accordance with the ASC Topic 805, “Business Combinations.” Upon acquisition of REO, we assess the fair value of acquired tangible and intangible assets, which may include land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other identified intangible assets and assumed liabilities, as applicable, and allocate the fair value to the acquired assets and assumed liabilities. We assess and consider fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that we deem appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. We capitalize acquisition-related costs associated with asset acquisitions. Real estate assets held for investment, except for land, are depreciated using the straight-line method over the assets’ estimated useful lives of up to 40 years for buildings and 10 years for tenant improvements. Renovations and/or replacements that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives. The cost of ordinary repairs and maintenance are expensed as incurred. Real estate assets held for investment are assessed for impairment on a quarterly basis. If the depreciated cost basis of the asset exceeds the undiscounted cash flows, the asset is considered impaired and the depreciated cost basis is reduced to the fair value. The impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated future cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates, capital requirements and anticipated holding periods that could differ materially from actual results. Real estate assets are classified as held for sale in the period when they meet the criteria under ASC Topic 360 “Property, Plant, and Equipment.” Once a real estate asset is classified as held for sale, depreciation is suspended and the asset is reported at the lower of its carrying value or fair value less cost to sell. As of June 30, 2024, we had one REO asset which was vacant and classified as held for investment. 74 VI. Loan Portfolio Details The following table provides details of our loan portfolio, on a loan-by-loan basis, as of June 30, 2024 ($ in millions): Loan Type (1) Origination Date (2) Total Loan (3)(4) Principal Balance (4) Net Book Value Cash Coupon (5) All-in Yield (5) Maximum Maturity (6) Location Property Type Loan Per SQFT / Unit / Key Origination LTV (2) Risk Rating 1 Senior Loan 4/9/2018 $ 1,487 $ 1,217 $ 1,213 +4.24 % +4.57 % 6/9/2025 New York Office $429 / sqft 48 % 2 2 Senior Loan 8/14/2019 1,052 991 989 +3.08 % +3.72 % 12/23/2024 Dublin - IE Mixed-Use $305 / sqft 74 % 3 3 Senior Loan 6/24/2022 882 882 877 +4.75 % +5.07 % 6/21/2029 Diversified - AU Hospitality $402 / sqft 59 % 3 4 Senior Loan 3/22/2018 571 571 570 +3.25 % +3.31 % 3/15/2026 Diversified - Spain Mixed-Use n / a 71 % 4 5 Senior Loan 7/23/2021 480 466 464 +3.60 % +4.04 % 8/9/2027 New York Multi $626,064 / unit 58 % 2 6 Senior Loan 3/30/2021 450 450 448 +3.20 % +3.41 % 5/15/2026 Diversified - SE Industrial $86 / sqft 76 % 2 7 Senior Loan (4) 11/22/2019 483 399 90 +4.31 % +4.54 % 12/9/2027 Los Angeles Office $730 / sqft 69 % 4 8 Senior Loan 12/9/2021 385 374 373 +2.76 % +3.00 % 12/9/2026 New York Mixed-Use $129 / sqft 50 % 2 9 Senior Loan 9/23/2019 372 349 349 +3.00 % +3.27 % 8/16/2024 Diversified - Spain Hospitality $122,206 / key 62 % 2 10 Senior Loan 4/11/2018 345 341 341 +2.25 % +2.25 % 5/1/2025 New York Office $433 / sqft n/m 5 11 Senior Loan 6/28/2022 675 311 304 +4.60 % +5.07 % 7/9/2029 Austin Mixed-Use $258 / sqft 53 % 3 12 Senior Loan 7/15/2021 310 308 306 +4.25 % +4.76 % 7/16/2026 Diversified - EUR Hospitality $235,484 / key 53 % 3 13 Senior Loan 9/29/2021 312 303 302 +2.81 % +3.03 % 10/9/2026 Washington, DC Office $395 / sqft 66 % 2 14 Senior Loan 10/25/2021 300 300 300 +4.00 % +4.32 % 10/25/2024 Diversified - AU Hospitality $147,930 / key 56 % 1 15 Senior Loan 12/11/2018 356 298 300 +1.75 % +1.76 % 12/9/2026 Chicago Office $252 / sqft 78 % 4 16 Senior Loan 5/6/2022 296 296 294 +3.50 % +3.79 % 5/6/2027 Diversified - UK Industrial $94 / sqft 53 % 2 17 Senior Loan 11/30/2018 286 286 262 +2.43 % +2.43 % 8/9/2025 New York Hospitality $306,870 / key n/m 5 18 Senior Loan 10/23/2018 290 286 285 +2.86 % +3.01 % 11/9/2024 Atlanta Mixed-Use $266 / sqft 64 % 2 19 Senior Loan 9/30/2021 280 277 277 +2.61 % +2.88 % 9/30/2026 Dallas Multi $146,437 / unit 74 % 3 20 Senior Loan 2/27/2020 273 267 267 +2.70 % +2.83 % 1/9/2027 New York Multi $702,969 / unit 59 % 3 21 Senior Loan 1/11/2019 266 266 266 +5.08 % +5.06 % 6/14/2028 Diversified - UK Other $263 / sqft 74 % 3 22 Senior Loan 6/8/2022 272 266 265 +7.65 % +7.65 % 6/9/2027 New York Office $1,487 / sqft n/m 5 23 Senior Loan 11/30/2018 260 260 260 +4.80 % +4.80 % 12/9/2024 San Francisco Hospitality $378,454 / key n/m 5 24 Senior Loan 9/14/2021 259 255 255 +2.61 % +2.87 % 9/14/2026 Dallas Multi $206,610 / unit 72 % 3 25 Senior Loan (4) 11/10/2021 362 244 49 +4.11 % +4.90 % 12/9/2026 San Francisco Life Sciences $462 / sqft 66 % 4 26 Senior Loan 2/23/2022 245 234 233 +2.60 % +2.84 % 3/9/2027 Reno Multi $216,978 / unit 74 % 3 27 Senior Loan 9/30/2021 256 233 233 +7.11 % +7.11 % 10/9/2028 Chicago Office $258 / sqft n/m 5 28 Senior Loan (7) 9/16/2021 227 227 227 +1.63 % +1.63 % 11/9/2025 San Francisco Office $276 / sqft 53 % 4 29 Senior Loan 12/23/2021 326 225 220 +4.25 % +4.99 % 6/24/2028 London - UK Multi $248,995 / unit 59 % 3 30 Senior Loan 12/22/2016 252 222 216 +10.50 % +10.50 % 6/9/2028 New York Mixed-Use $313 / sqft n/m 5 continued… 75 Loan Type (1) Origination Date (2) Total Loan (3)(4) Principal Balance (4) Net Book Value Cash Coupon (5) All-in Yield (5) Maximum Maturity (6) Location Property Type Loan Per SQFT / Unit / Key Origination LTV (2) Risk Rating 31 Senior Loan 7/16/2021 $ 231 $ 220 $ 219 +3.25 % +3.51 % 2/15/2027 London - UK Multi $227,780 / unit 69 % 2 32 Senior Loan 4/23/2021 219 209 203 +3.65 % +3.65 % 9/9/2024 Washington, DC Office $234 / sqft n/m 5 33 Senior Loan 6/28/2019 207 207 206 +4.00 % +4.74 % 6/26/2026 London - UK Office $499 / sqft 71 % 3 34 Senior Loan 6/27/2019 205 205 205 +2.80 % +2.94 % 8/15/2026 Berlin - DEU Office $431 / sqft 62 % 4 35 Senior Loan 1/26/2022 338 187 184 +4.10 % +4.74 % 2/9/2027 Seattle Office $392 / sqft 56 % 3 36 Senior Loan 9/25/2019 186 186 186 +4.47 % +4.84 % 9/26/2024 London - UK Office $867 / sqft 72 % 3 37 Senior Loan 11/23/2018 185 185 185 +2.68 % +3.30 % 8/15/2024 Diversified - UK Office $1,143 / sqft 50 % 3 38 Senior Loan (8) 7/23/2021 244 184 183 -1.30 % -0.92 % 8/9/2028 New York Office $596 / sqft 53 % 4 39 Senior Loan (4) 3/17/2022 224 183 233 +2.72 % +2.87 % 6/30/2025 London - UK Office $821 / sqft 50 % 3 40 Senior Loan 7/29/2022 201 182 180 +4.60 % +5.60 % 7/27/2027 London - UK Industrial $240 / sqft 52 % 3 41 Senior Loan 2/15/2022 191 181 178 +2.90 % +2.90 % 3/9/2027 Denver Office $361 / sqft n/m 5 42 Senior Loan 5/13/2021 199 178 178 +3.66 % +3.92 % 6/9/2026 Boston Life Sciences $904 / sqft 64 % 3 43 Senior Loan 1/27/2022 178 177 177 +3.10 % +3.40 % 2/9/2027 Dallas Multi $115,681 / unit 71 % 3 44 Senior Loan 3/9/2022 171 171 170 +2.95 % +3.17 % 8/15/2027 Diversified - UK Retail $145 / sqft 55 % 2 45 Senior Loan (4) 3/29/2022 224 169 33 +4.50 % +5.60 % 4/9/2027 Miami Multi $286,976 / unit 72 % 3 46 Senior Loan 10/7/2021 165 161 158 +3.25 % +3.25 % 10/9/2025 Los Angeles Office $328 / sqft n/m 5 47 Senior Loan 5/27/2021 184 159 158 +2.31 % +2.57 % 6/9/2026 Atlanta Office $133 / sqft 66 % 3 48 Senior Loan 9/30/2021 184 157 156 +4.00 % +4.67 % 9/30/2026 Diversified - Spain Hospitality $135,858 / key 60 % 3 49 Senior Loan 12/21/2021 156 156 156 +2.83 % +3.15 % 4/29/2027 London - UK Industrial $317 / sqft 67 % 3 50 Senior Loan 1/17/2020 203 156 156 +3.12 % +3.39 % 2/9/2025 New York Mixed-Use $129 / sqft 43 % 3 51 Senior Loan 3/7/2022 156 156 156 +3.45 % +3.63 % 6/9/2026 Los Angeles Hospitality $624,000 / key 64 % 3 52 Senior Loan 6/4/2018 153 153 152 +4.00 % +4.24 % 6/9/2025 New York Hospitality $251,647 / key 52 % 3 53 Senior Loan 8/31/2017 152 152 152 +2.62 % +2.62 % 9/9/2026 Orange County Office $176 / sqft 58 % 4 54 Senior Loan 1/7/2022 155 152 152 +3.70 % +3.97 % 1/9/2027 Fort Lauderdale Office $392 / sqft 55 % 1 55 Senior Loan 2/20/2019 154 149 149 +4.62 % +4.91 % 2/19/2025 London - UK Office $599 / sqft 61 % 3 56 Senior Loan (4) 9/30/2021 145 145 195 +2.96 % +3.38 % 10/9/2026 Boca Raton Multi $396,175 / unit 58 % 3 57 Senior Loan 11/18/2021 143 143 143 +3.25 % +3.51 % 11/18/2026 London - UK Other $180 / sqft 65 % 2 58 Senior Loan 12/20/2019 142 142 142 +3.22 % +3.44 % 12/18/2026 London - UK Office $721 / sqft 75 % 4 59 Senior Loan 3/10/2020 140 140 139 +3.10 % +3.10 % 10/11/2024 New York Mixed-Use $854 / sqft n/m 5 60 Senior Loan 2/25/2022 135 135 134 +4.05 % +4.43 % 2/25/2027 Copenhagen - DK Industrial $76 / sqft 69 % 1 continued… 76 Loan Type (1) Origination Date (2) Total Loan (3)(4) Principal Balance (4) Net Book Value Cash Coupon (5) All-in Yield (5) Maximum Maturity (6) Location Property Type Loan Per SQFT / Unit / Key Origination LTV (2) Risk Rating 61 Senior Loan 8/24/2021 $ 156 $ 133 $ 133 +2.71 % +3.03 % 9/9/2026 San Jose Office $317 / sqft 65 % 4 62 Senior Loan 12/15/2021 146 131 130 +2.92 % +4.23 % 12/9/2026 Dublin - IE Multi $327,452 / unit 79 % 3 63 Senior Loan 9/14/2021 132 129 129 +2.81 % +3.07 % 10/9/2026 San Bernardino Multi $260,871 / unit 75 % 4 64 Senior Loan 6/30/2022 127 127 127 +3.75 % +3.93 % 9/30/2025 Canberra - AU Hospitality $246,078 / key 60 % 2 65 Senior Loan 5/20/2021 150 126 117 +3.76 % +3.76 % 6/9/2026 San Jose Office $322 / sqft n/m 5 66 Senior Loan 3/28/2022 130 122 122 +2.55 % +2.80 % 4/9/2027 Miami Office $331 / sqft 69 % 3 67 Senior Loan 4/6/2021 123 122 122 +7.31 % +7.31 % 8/9/2024 Los Angeles Office $501 / sqft n/m 5 68 Senior Loan 6/1/2021 120 120 120 +2.96 % +3.11 % 6/9/2026 Miami Multi $298,507 / unit 61 % 2 69 Senior Loan 8/27/2021 122 120 120 +3.11 % +3.41 % 9/9/2026 San Diego Retail $453 / sqft 58 % 3 70 Senior Loan 12/21/2021 120 118 118 +2.70 % +3.00 % 1/9/2027 Washington, DC Office $405 / sqft 68 % 3 71 Senior Loan 4/29/2022 118 118 118 +3.50 % +3.77 % 2/18/2027 Napa Valley Hospitality $1,240,799 / key 66 % 3 72 Senior Loan 7/15/2019 138 117 117 +3.01 % +3.43 % 8/9/2024 Houston Office $211 / sqft 58 % 4 73 Senior Loan 10/21/2021 114 114 114 +3.01 % +4.14 % 11/9/2025 Fort Lauderdale Multi $334,311 / unit 64 % 2 74 Senior Loan 12/10/2021 135 113 113 +3.11 % +3.42 % 1/9/2027 Miami Office $377 / sqft 49 % 2 75 Senior Loan 3/29/2021 111 111 111 +4.02 % +4.28 % 3/29/2026 Diversified - UK Multi $48,620 / unit 61 % 3 76 Senior Loan 6/28/2019 109 109 109 +3.75 % +4.01 % 2/1/2026 Los Angeles Studio $551 / sqft 48 % 3 77 Senior Loan (4) 12/30/2021 228 109 21 +4.00 % +4.97 % 1/9/2028 Los Angeles Multi $312,085 / unit 50 % 3 78 Senior Loan 12/29/2021 110 108 108 +2.85 % +3.06 % 1/9/2027 Phoenix Multi $185,641 / unit 64 % 3 79 Senior Loan 3/13/2018 108 108 107 +3.11 % +3.36 % 4/9/2027 Honolulu Hospitality $166,803 / key 50 % 3 80 Senior Loan 2/15/2022 106 105 105 +2.85 % +3.19 % 3/9/2027 Tampa Multi $241,437 / unit 73 % 2 81 Senior Loan 3/29/2022 103 103 103 +2.70 % +2.96 % 4/9/2027 Miami Multi $286,439 / unit 75 % 4 82 Senior Loan 11/27/2019 104 102 102 +2.86 % +3.12 % 12/9/2024 Minneapolis Office $93 / sqft 64 % 4 83 Senior Loan 10/1/2021 101 100 100 +2.86 % +3.13 % 10/1/2026 Phoenix Multi $231,021 / unit 77 % 4 84 Senior Loan 6/18/2021 99 99 98 +2.71 % +2.95 % 7/9/2026 New York Industrial $51 / sqft 55 % 1 85 Senior Loan 1/30/2020 99 98 98 +3.50 % +3.68 % 2/9/2027 Honolulu Hospitality $265,497 / key 63 % 3 86 Senior Loan 10/28/2021 96 96 95 +3.00 % +3.35 % 11/9/2026 Philadelphia Multi $352,399 / unit 79 % 3 87 Senior Loan 12/21/2018 98 95 90 +2.71 % +2.71 % 12/9/2024 Chicago Office $185 / sqft n/m 5 88 Senior Loan 10/27/2021 93 93 93 +2.61 % +2.81 % 11/9/2026 Orlando Multi $155,612 / unit 75 % 3 89 Senior Loan 3/3/2022 92 92 92 +3.45 % +3.76 % 3/9/2027 Boston Hospitality $418,182 / key 64 % 2 90 Senior Loan 3/25/2020 91 91 91 +2.40 % +2.66 % 3/31/2025 Diversified - NL Multi $109,436 / unit 65 % 2 continued… 77 Loan Type (1) Origination Date (2) Total Loan (3)(4) Principal Balance (4) Net Book Value Cash Coupon (5) All-in Yield (5) Maximum Maturity (6) Location Property Type Loan Per SQFT / Unit / Key Origination LTV (2) Risk Rating 91 Senior Loan 12/22/2021 $ 91 $ 91 $ 90 +3.18 % +3.44 % 1/9/2027 Las Vegas Multi $205,682 / unit 65 % 3 92 Senior Loan 12/15/2021 91 90 90 +2.96 % +3.22 % 1/9/2027 Charlotte Multi $256,393 / unit 76 % 4 93 Senior Loan 10/16/2018 88 88 88 +7.36 % +7.36 % 11/9/2024 San Francisco Hospitality $191,807 / key n/m 5 94 Senior Loan 6/14/2022 106 87 86 +2.95 % +3.30 % 7/9/2027 San Francisco Mixed-Use $180 / sqft 76 % 3 95 Senior Loan 12/15/2021 87 87 86 +3.25 % +3.54 % 12/15/2026 Melbourne - AU Multi $63,477 / bed 38 % 1 96 Senior Loan 6/27/2019 88 86 86 +2.75 % +2.99 % 7/9/2024 West Palm Beach Office $296 / sqft 70 % 2 97 Senior Loan 6/25/2021 85 85 86 +2.86 % +3.31 % 7/1/2026 St. Louis Multi $80,339 / unit 70 % 3 98 Senior Loan 3/9/2022 92 85 84 +2.90 % +2.90 % 3/9/2025 Boston Office $223 / sqft n/m 5 99 Senior Loan 7/29/2021 82 82 82 +2.76 % +3.08 % 8/9/2026 Charlotte Multi $223,365 / unit 78 % 3 100 Senior Loan 8/27/2021 79 78 78 +4.10 % +4.35 % 9/9/2026 Diversified - US Hospitality $116,065 / key 67 % 3 101 Senior Loan 11/23/2021 92 77 77 +2.85 % +3.17 % 12/9/2026 Los Angeles Industrial $219 / sqft 66 % 3 102 Senior Loan 12/21/2021 74 72 72 +2.70 % +3.06 % 1/9/2027 Tampa Multi $212,924 / unit 77 % 3 103 Senior Loan 8/14/2019 70 70 70 +2.56 % +2.80 % 9/9/2024 Los Angeles Office $684 / sqft 57 % 3 104 Senior Loan 10/28/2021 69 69 69 +2.66 % +2.86 % 11/9/2026 Tacoma Multi $209,864 / unit 70 % 3 105 Senior Loan 8/17/2022 76 68 68 +3.35 % +3.83 % 8/17/2027 Dublin - IE Industrial $106 / sqft 72 % 3 106 Senior Loan 8/16/2022 67 66 66 +4.75 % +5.19 % 8/16/2027 London - UK Hospitality $490,841 / key 64 % 3 107 Senior Loan 7/30/2021 67 66 66 +2.61 % +2.87 % 8/9/2026 Los Angeles Multi $171,069 / unit 70 % 1 108 Senior Loan 3/24/2022 65 65 65 +3.50 % +3.59 % 4/1/2027 Fairfield Multi $406,250 / unit 70 % 3 109 Senior Loan 3/31/2022 70 65 65 +2.80 % +3.14 % 4/9/2027 Las Vegas Multi $142,379 / unit 71 % 3 110 Senior Loan 12/17/2021 65 65 64 +4.35 % +4.59 % 1/9/2026 Diversified - US Other $4,886 / unit 37 % 1 111 Senior Loan 7/30/2021 62 62 62 +2.86 % +3.06 % 8/9/2026 Salt Lake City Multi $224,185 / unit 73 % 3 112 Senior Loan 4/15/2021 66 61 60 +3.06 % +3.06 % 5/9/2026 Austin Office $296 / sqft n/m 5 113 Senior Loan 6/30/2021 65 61 61 +2.95 % +3.23 % 7/9/2026 Nashville Office $250 / sqft 71 % 4 114 Senior Loan 12/10/2020 61 58 58 +3.30 % +3.55 % 1/9/2026 Fort Lauderdale Office $202 / sqft 68 % 3 115 Senior Loan 4/26/2024 69 58 57 +4.95 % +5.62 % 5/9/2029 Bermuda Hospitality $659,091 / key 39 % 3 116 Senior Loan 12/17/2021 58 58 58 +2.65 % +2.85 % 1/9/2027 Phoenix Multi $209,601 / unit 69 % 3 117 Senior Loan 2/1/2022 79 58 57 +4.50 % +6.68 % 2/1/2027 Diversified - UK Life Sciences $446 / sqft 45 % 3 118 Senior Loan 6/14/2021 58 58 58 +2.30 % +2.30 % 3/9/2027 Miami Office $122 / sqft 65 % 3 119 Senior Loan 1/21/2022 68 55 54 +3.70 % +3.70 % 2/9/2027 Denver Office $327 / sqft n/m 5 120 Mezzanine Loan (9) 8/31/2017 64 55 38 +2.62 % +2.62 % 9/9/2026 Orange County Office $239 / sqft n/m 5 continued… 78 Loan Type (1) Origination Date (2) Total Loan (3)(4) Principal Balance (4) Net Book Value Cash Coupon (5) All-in Yield (5) Maximum Maturity (6) Location Property Type Loan Per SQFT / Unit / Key Origination LTV (2) Risk Rating 121 Senior Loan 12/22/2021 $ 55 $ 55 $ 55 +2.82 % +2.96 % 1/1/2027 Los Angeles Multi $272,500 / unit 68 % 3 122 Senior Loan 8/22/2019 54 54 54 +2.66 % +2.89 % 9/9/2024 Los Angeles Office $310 / sqft 63 % 3 123 Senior Loan 12/14/2018 54 54 54 +3.01 % +3.28 % 1/9/2025 Diversified - US Industrial $40 / sqft 57 % 1 124 Senior Loan 8/5/2021 57 54 54 +2.96 % +3.24 % 8/9/2026 Denver Office $203 / sqft 70 % 3 125 Senior Loan 12/9/2021 51 51 51 +2.75 % +2.89 % 1/1/2027 Portland Multi $241,825 / unit 65 % 3 126 Senior Loan 2/17/2021 53 51 51 +3.66 % +3.86 % 3/9/2026 Miami Multi $290,985 / unit 64 % 2 127 Senior Loan 7/28/2021 53 51 51 +2.75 % +3.07 % 8/9/2026 Los Angeles Multi $289,325 / unit 71 % 3 128 Senior Loan 4/7/2022 57 50 50 +3.25 % +3.54 % 4/9/2027 Denver Office $148 / sqft 59 % 4 129 Senior Loan 9/23/2021 49 49 49 +2.75 % +2.86 % 10/1/2026 Portland Multi $232,938 / unit 65 % 3 130 Senior Loan 7/20/2021 48 48 48 +2.86 % +3.21 % 8/9/2026 Los Angeles Multi $366,412 / unit 60 % 3 131 Senior Loan 10/21/2022 47 47 46 +4.14 % +4.51 % 10/18/2027 Diversified - DEU Industrial $64 / sqft 74 % 2 132 Senior Loan 12/29/2021 47 47 47 +2.85 % +2.96 % 1/1/2027 Dallas Multi $155,000 / unit 73 % 3 133 Senior Loan 11/30/2016 55 46 46 +3.33 % +3.66 % 12/9/2025 Chicago Retail $804 / sqft 54 % 4 134 Senior Loan 7/30/2021 45 45 45 +2.75 % +2.86 % 8/1/2026 Portland Multi $227,665 / unit 64 % 3 135 Senior Loan 12/8/2021 48 44 43 +2.75 % +2.96 % 12/9/2026 Columbus Multi $142,806 / unit 69 % 3 136 Senior Loan 7/29/2021 42 42 42 +2.86 % +3.06 % 8/9/2026 Las Vegas Multi $167,113 / unit 72 % 2 137 Senior Loan 11/3/2021 41 41 41 +2.71 % +3.05 % 11/9/2026 Washington, DC Multi $137,788 / unit 68 % 1 138 Senior Loan 12/23/2021 42 41 41 +3.30 % +3.45 % 1/1/2027 Dallas Multi $110,522 / unit 65 % 3 139 Senior Loan 10/1/2019 38 38 39 +3.80 % +4.05 % 10/9/2025 Atlanta Hospitality $216,005 / key 74 % 3 140 Senior Loan 3/31/2022 42 38 38 +2.80 % +3.15 % 4/9/2027 Las Vegas Multi $149,146 / unit 72 % 3 141 Senior Loan 2/26/2021 36 36 36 +3.50 % +3.74 % 3/9/2026 Austin Multi $196,228 / unit 64 % 1 142 Senior Loan 5/12/2021 36 36 36 +2.96 % +3.94 % 6/9/2026 San Bernardino Multi $167,704 / unit 66 % 1 143 Senior Loan 12/23/2021 36 36 35 +1.71 % +2.61 % 11/15/2025 New York Multi $174,795 / unit 68 % 2 144 Senior Loan 6/29/2021 40 36 36 +3.70 % +3.70 % 7/1/2025 Memphis Multi $96,431 / unit 54 % 3 145 Senior Loan 12/23/2021 35 35 35 +2.90 % +3.19 % 1/1/2025 Jersey City Multi $111,645 / unit 46 % 2 146 Senior Loan 9/1/2021 36 35 35 +2.86 % +3.14 % 9/9/2026 Phoenix Multi $127,416 / unit 70 % 2 147 Senior Loan 11/3/2021 35 35 36 +2.71 % +3.05 % 11/9/2026 Dallas Multi $175,495 / unit 54 % 1 148 Senior Loan 3/1/2022 35 35 34 +3.00 % +3.34 % 3/9/2027 Los Angeles Multi $372,340 / unit 72 % 3 149 Senior Loan 12/23/2021 35 35 35 +2.76 % +2.88 % 4/26/2025 Corvallis Multi $97,152 / Unit 71 % 1 150 Senior Loan 12/23/2021 35 35 35 +3.11 % +3.33 % 2/1/2026 New York Office $247 / sqft 30 % 3 continued… 79 Loan Type (1) Origination Date (2) Total Loan (3)(4) Principal Balance (4) Net Book Value Cash Coupon (5) All-in Yield (5) Maximum Maturity (6) Location Property Type Loan Per SQFT / Unit / Key Origination LTV (2) Risk Rating 151 - 166 Senior Loan Various $ 414 $ 406 $ 405 +3.71 % +3.97 % 1.6 yrs Various Various Various 56 % 2.2 CECL reserve (894) Loans receivable, net $ 25,754 $ 23,636 $ 21,977 +3.31 % +3.70 % 2.1 yrs 63 % 3.0 (1) Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and pari passu participations in senior mortgage loans. (2) Date loan was originated or acquired by us, and the LTV as of such date, excluding any loans that are impaired and any junior participations sold. Origination dates are subsequently updated to reflect material loan modifications. (3) Total loan amount reflects outstanding principal balance as well as any related unfunded loan commitment. (4) Total loan exposure reflects our aggregate exposure to each loan investment. 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. (5) The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, and other indices as applicable to each loan. As of June 30, 2024, all of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any. (6) Maximum maturity assumes all extension options are exercised, however our loans may be repaid prior to such date. (7) This loan earns interest at a fixed rate. Cash coupon and all-in yield are expressed as a floating rate to include an interest rate swap we entered into that effectively converts the loan to a floating rate exposure. (8) This loan has an interest rate of SOFR minus 1.30% with a SOFR floor of 3.50%, for an all-in rate of 4.04% as of June 30, 2024. (9) Loan consists of one or more floating and fixed rate tranches. The fixed rate tranche is reflected as a spread over the relevant floating benchmark rate for both coupon and all-in yield. 80