What changed in this filing

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Item 1. Financial Statements

2024-10-23 compared with 2024-07-24 · 412 added, 274 removed, 1293 unchanged (35% of the section changed)

3 unchanged sentences

(in thousands, except share data)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Cash and cash equivalents $ 322,104 $ 350,014

16 unchanged sentences

Commitments and contingencies — —

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

Class A common stock, $ 0.01 par value, 400,000,000 shares authorized, 172,987,597 and 173,209,933 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 5,521,305 5,507,459

6 unchanged sentences

Total Liabilities and Equity $ 21,443,194 $ 24,036,178

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

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

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

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

Refer to Note 19 for additional discussion of the VIEs.

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

3 unchanged sentences

Income from loans and other investments, net 108,348 165,370 377,513 516,900

Revenue from real estate owned 1,214 — 1,214 —

Gain on extinguishment of debt 2,389 4,541 5,352 4,541

Total net revenues 111,951 169,911 384,079 521,441

Other expenses

1 unchanged sentence

General and administrative expenses 13,423 12,001 40,811 37,888

Expenses from real estate owned 2,684 — 3,647 —

Total other expenses 34,712 40,883 100,716 130,635

Increase in current expected credit loss reserve ( 132,470 ) ( 96,900 ) ( 519,747 ) ( 134,530 )

Gain on extinguishment of debt — — 2,963 —

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

(Loss) income before income taxes ( 55,231 ) 32,128 ( 236,384 ) 256,276

15 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net (loss) income $ ( 55,844 ) $ 30,560 $ ( 239,216 ) $ 251,613

Other comprehensive income

Other comprehensive income (loss)

Unrealized gain (loss) on foreign currency translation 91,072 ( 71,782 ) 49,009 ( 21,455 )

Realized and unrealized (loss) gain on derivative financial instruments ( 90,309 ) 71,648 ( 47,372 ) 22,039

Other comprehensive income 458 2,912 874 719

Other comprehensive income (loss) 763 ( 134 ) 1,637 584

Comprehensive (loss) income ( 55,081 ) 30,426 ( 237,579 ) 252,197

35 unchanged sentences

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

See accompanying notes to consolidated financial statements.

Repurchases of class A common stock ( 6 ) ( 10,992 ) — — ( 10,998 ) — ( 10,998 )

Restricted class A common stock earned — 7,728 — — 7,728 — 7,728

Dividends reinvested — 270 — — 270 — 270

Deferred directors’ compensation — 256 — — 256 — 256

Net (loss) income — — — ( 56,384 ) ( 56,384 ) 540 ( 55,844 )

Other comprehensive income — — 763 — 763 — 763

Dividends declared on common stock and deferred stock units, $ 0.47 per share

— — — ( 81,547 ) ( 81,547 ) — ( 81,547 )

Distributions to non-controlling interests — — — — — ( 4,829 ) ( 4,829 )

Balance at September 30, 2024

$ 1,730 $ 5,521,305 $ 11,091 $ ( 1,689,534 ) $ 3,844,592 $ 15,805 $ 3,860,397

Blackstone Mortgage Trust, Inc.

29 unchanged sentences

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

Restricted class A common stock earned — 7,434 — — 7,434 — 7,434

Dividends reinvested — 245 — — 245 — 245

Deferred directors’ compensation — 172 — — 172 — 172

Net income — — — 29,524 29,524 1,036 30,560

Other comprehensive loss — — ( 134 ) — ( 134 ) — ( 134 )

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

— — — ( 107,033 ) ( 107,033 ) — ( 107,033 )

Distributions to non-controlling interests — — — — — ( 3,912 ) ( 3,912 )

Balance at September 30, 2023

$ 1,723 $ 5,499,491 $ 10,606 $ ( 1,040,950 ) $ 4,470,870 $ 22,651 $ 4,493,521

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

7 unchanged sentences

Gain on extinguishment of debt ( 5,352 ) ( 4,541 )

Depreciation of real estate owned 185 —

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

Depreciation and amortization of real estate owned 1,214 —

Unrealized (gain) loss on derivative financial instruments, net ( 6,346 ) 3,195

Realized gain on derivative financial instruments, net ( 6,923 ) ( 23,800 )

16 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from financing activities

5 unchanged sentences

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

Repayment of loan participations ( 235,960 ) —

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

Proceeds from sale of loan participations — 50,692

Repayments of loan participations ( 235,960 ) —

Repayments and repurchases of term loans ( 18,797 ) ( 16,497 )

Repurchases of senior secured notes

Repayment of convertible notes — ( 220,000 )

( 27,222 ) ( 28,525 )

Repayments and repurchases of convertible notes ( 31,424 ) ( 220,000 )

Payment of deferred financing costs ( 18,126 ) ( 18,680 )

2 unchanged sentences

Dividends paid on class A common stock ( 322,712 ) ( 320,104 )

Repurchases of class A common stock ( 10,998 ) —

Net cash used in financing activities ( 2,458,947 ) ( 1,407,463 )

Net increase in cash and cash equivalents 26,383 188,231

Net (decrease) increase in cash and cash equivalents ( 26,539 ) 128,682

Cash and cash equivalents at beginning of period 350,014 291,340

8 unchanged sentences

Transfer of senior loan to real estate owned $ 139,239 $ —

Assumption of other assets and liabilities related to real estate owned $ 16,256 $ —

Accrued capital expenditures on real estate owned $ 100 $ —

See accompanying notes to consolidated financial statements.

22 unchanged sentences

All intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made in the presentation of the prior period statement of cash flows related to payment-in-kind interest and principal fundings of loans receivable, and in new financings by spread in Note 6 to conform to the current period presentation.

Certain reclassifications have been made in the presentation of the prior period statement of cash flows related to payment-in-kind interest and principal fundings of loans receivable, in new financings by spread in Note 6, and to the weighted-average maximum maturity of loans receivable in Note 3 to conform to the current period presentation.

Principles of Consolidation

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

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

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

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

Through our subsidiaries, we have oversight of certain servicing accounts held with third-party servicers, or Servicing Accounts, which relate to borrower escrows and other cash balances aggregating $ 611.9 million and $ 640.6 million as of September 30, 2024 and December 31, 2023, respectively.

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

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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.

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

44 unchanged sentences

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.

Real Estate Owned

7 unchanged sentences

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

Lease intangibles are amortized over the remaining term of applicable leases on a straight-line basis.

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

2 unchanged sentences

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.

If the depreciated cost basis of the asset exceeds the undiscounted cash flows over the remaining holding period, the asset is considered for impairment.

The impairment loss is recognized when the carrying value of the real estate assets exceed their 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.

If circumstances arise and we decide not to sell a real estate asset previously classified as held for sale, the real estate asset is reclassified as held for investment.

Upon reclassification, the real estate asset is measured at the lower of (i) its carrying amount prior to classification as held for sale, adjusted for depreciation expense that would have been recognized had the real estate been classified as held for investment, and (ii) its estimated fair value at the time of reclassification.

As of September 30, 2024, we had three REO assets which were all classified as held for investment.

Derivative Financial Instruments

55 unchanged sentences

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

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

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

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

As of September 30, 2024, we had an aggregate $ 883.6 million asset-specific CECL reserve related to 20 of our loans receivable with an aggregate amortized cost basis of $ 3.2 billion, net of cost-recovery proceeds.

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

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

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

1 unchanged sentence

On March 19, 2024, we acquired legal title to an office property located in Mountain View, CA through a deed-in-lieu of foreclosure.

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

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

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

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

On July 2, 2024, we acquired legal title to a multifamily property located in San Antonio, TX through a foreclosure transaction.

At the time of acquisition, we determined the fair value of the real estate asset to be $ 33.6 million based on a variety of inputs including, but not limited to, estimated cash flow projections, leasing assumptions, required capital expenditures, market data, and comparable sales.

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

The significant unobservable inputs used include the exit capitalization rate assumption used to forecast the future sale price of the asset of 6.00 % and a discount rate of 7.50 %.

On September 16, 2024, we consolidated an office property located in Burlington, MA as a result of a loan modification that provided us an equity interest in the property.

Refer to Note 19 for additional information.

At the time of modification, we determined the fair value of the real estate asset to be $ 64.6 million based on a variety of inputs including, but not limited to, estimated cash flow projections, leasing assumptions, required capital expenditures, market data, and comparable sales.

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

The significant unobservable inputs used include the exit capitalization rate assumption used to forecast the future sale price of the asset of 8.00 % and a discount rate of 10.00 %.

We are also required by GAAP to disclose fair value information about financial instruments, which are not otherwise reported at fair value in our consolidated balance sheet, to the extent it is practicable to estimate a fair value for those instruments.

These disclosure requirements exclude certain financial instruments and all non-financial instruments.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following methods and assumptions are used to estimate the fair value of each class of financial instruments, for which it is practicable to estimate that value:

7 unchanged sentences

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

• Securitized debt obligations, net:

23 unchanged sentences

Basic earnings per share, or Basic EPS, is computed in accordance with the two-class method and is based on (i) the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common stock and deferred stock units outstanding during the period.

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

Our restricted class A common stock is considered a participating security, as defined by GAAP, and has been included in our Basic EPS under the two-class method as these

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

restricted shares have the same rights as our other shares of class A common stock, including participating in any gains or losses.

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

2 unchanged sentences

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

LOANS RECEIVABLE, NET

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Number of loans 149 178

11 unchanged sentences

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

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

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

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

Floating rate exposure as of June 30, 2024 and December 31, 2023 includes an interest rate swap we entered into with a notional amount of $ 229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure.

Floating rate exposure as of September 30, 2024 and December 31, 2023 includes an interest rate swap we entered into with a notional amount of $ 229.9 million that effectively converts certain of our fixed rate loan exposure to floating rate exposure.

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

1 unchanged sentence

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

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

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

As of September 30, 2024, 14 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 86 % were open to repayment by the borrower without penalty.

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

1 unchanged sentence

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

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

Loans Receivable Principal Balance

Index Rate Floors USD Non-USD (1)

Fixed Rate $ — $ — $ —

0.00% or no floor (2)(3)

5 unchanged sentences

$ 14,621,307 $ 7,140,377 $ 21,761,684

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

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

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

(3) Includes all impaired loans.

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

(4) As of September 30, 2024, the weighted-average index rate floor of our loans receivable principal balance was 0.97 %.

Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 1.57 %.

11 unchanged sentences

Payment-in-kind interest, net of interest received 9,612 — 9,612

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

Unrealized gain (loss) on foreign currency translation 174,741 ( 658 ) 174,083

Deferred fees and other items — ( 26,140 ) ( 26,140 )

Amortization of fees and other items — 50,568 50,568

Loans Receivable, as of June 30, 2024

Loans Receivable, as of September 30, 2024

$ 21,761,684 $ ( 159,167 ) $ 21,602,517

CECL reserve ( 1,011,059 )

Loans Receivable, net, as of June 30, 2024

Loans Receivable, net, as of September 30, 2024

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

1 unchanged sentence

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

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

(ii) proceeds from a loan repayment that are held in escrow;

and (iii) intangible assets related to loans that were transferred to REO, all of which are included within other assets in our consolidated balance sheets.

See Note 5 for further information.

2 unchanged sentences

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

June 30, 2024

September 30, 2024

Property Type Number of Loans Net

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(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.

As of September 30, 2024, total loan exposure, includes (i) loans with an outstanding principal balance of $ 21.8 billion that are included in our consolidated financial statements, (ii) $ 770.2 million of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $ 103.5 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements.

See Note 2 for further discussion of loan participations sold.

(2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of 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.

(2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of September 30, 2024, which is our total loan exposure net of (i) $ 770.2 million of non-consolidated senior interests, (ii) $ 1.2 billion of asset-specific debt, (iii) $ 99.0 million of cost-recovery proceeds, and (iv) our total loans receivable CECL reserve of $ 1.0 billion.

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

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

June 30, 2024

September 30, 2024

1 16 $ 2,058,795 $ 2,062,324 $ 1,139,470

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

As of December 31, 2023, total loan exposure, includes (i) loans with an outstanding principal balance of $ 23.9 billion that are included in our consolidated financial statements (ii) $ 1.1 billion of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $ 100.9 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements.

See Note 2 for further discussion of loan participations sold.

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

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

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

Our loan portfolio had a weighted-average risk rating of 3.1 and 3.0 as of September 30, 2024 and December 31, 2023, respectively.

Blackstone Mortgage Trust, Inc.

3 unchanged sentences

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

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

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

Loans Impaired

10 unchanged sentences

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

(Decrease) increase in CECL reserves ( 9,584 ) ( 1,916 ) 4,424 141,186 134,110

Charge-offs of CECL reserves — — — ( 16,989 ) ( 16,989 )

CECL reserve as of September 30, 2024

$ 52,947 $ 26,235 $ 48,300 $ 883,577 $ 1,011,059

CECL reserves as of December 31, 2022

6 unchanged sentences

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

(Decrease) increase in CECL reserves ( 5,639 ) ( 2,336 ) ( 627 ) 108,150 99,548

CECL reserve as of September 30, 2023

$ 68,754 $ 26,656 $ 45,462 $ 322,551 $ 463,423

(1) Includes one U.S.

dollar-denominated loan that is located in Bermuda.

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

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

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

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

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

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

This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of June 30, 2024.

During the three months ended September 30, 2024, we recorded a net increase of $ 117.1 million in the CECL reserves against our loans receivable portfolio, due to a $ 134.1 million increase in CECL reserves, offset by charge-offs of our CECL reserves of $ 17.0 million, bringing our total loans receivable CECL reserve to $ 1.0 billion as of September 30, 2024.

This increase primarily relates to two loans impaired during the three months ended September 30, 2024, both of which were secured by office buildings.

The office sector is generally facing reduced tenant and capital markets demand in recent years.

These impairments are each determined individually as a result of changes in the specific credit quality factors for such loans.

These factors included, among others, (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.

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

During the three months ended September 30, 2024, we recorded $ 4.9 million of interest income on these two loans.

In addition, our general CECL reserves decreased primarily as a result of loan repayments reducing the size of our portfolio during the three months ended September 30, 2024.

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

The resolution was the result of the consolidation of an office property located in Burlington, MA as a result of a loan modification that provided us an equity interest in the property.

Refer to Note 19 for additional information.

As of September 30, 2024, we had an aggregate $ 883.6 million asset-specific CECL reserve related to 20 of our loans receivable, with an aggregate amortized cost basis of $ 3.2 billion, net of cost-recovery proceeds.

This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of September 30, 2024.

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

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

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

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

As of June 30, 2024, all other borrowers under performing loans were in compliance with the contractual terms of each respective loan, including any required payment of interest.

During the three months ended September 30, 2024, we received an aggregate $ 24.5 million of cash proceeds from such loans that were applied as a

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

reduction to the amortized cost basis of each respective loan.

As of September 30, 2024, all borrowers under performing loans were in compliance with the applicable contractual terms, including any required payment of interest.

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

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

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

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

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

As of June 30, 2024

As of September 30, 2024

2024 2023 2022 2021 2020 Prior Total

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Origination dates are subsequently updated to reflect material loan modifications.

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

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

Blackstone Mortgage Trust, Inc.

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Loan Modifications Pursuant to ASU 2022-02

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

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

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

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

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

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

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

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

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

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

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

As of September 30, 2024, the aggregate amortized cost basis of these loans was $ 347.5 million, or 1.6 % of our aggregate loans receivable portfolio, and these loans had no unfunded commitments.

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

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

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

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

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

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

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

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

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

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

The third loan modification included a term extension of 7 months, and an increase in paid in-kind interest of 5.00 %.

The fourth loan modification included a term extension of 10 months.

As of September 30, 2024, the aggregate amortized cost basis of these loans was $ 457.9 million, or 2.1 % of our aggregate loans receivable portfolio, with an aggregate $ 61.5 million of unfunded commitments.

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

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

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

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

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

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

Multifamily Joint Venture

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

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

As of September 30, 2024 and December 31, 2023, our Multifamily Joint Venture held $ 294.7 million and $ 612.9 million of loans, respectively, which are included in the loan disclosures above.

As of September 30, 2024, our Multifamily Joint Venture also held a $ 32.2 million REO asset.

As of December 31, 2023, our Multifamily Joint Venture did no t hold any REO assets.

Refer to Note 4 for additional discussion of our REO assets.

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

REAL ESTATE OWNED

During the nine months ended September 30, 2024, we acquired three REO assets for a total acquisition price of $ 159.9 million.

We allocated $ 75.7 million to building and building improvements, $ 63.5 million to land and land improvements, $ 19.2 million to acquired intangible assets, and $ 1.5 million to other components of the purchase price.

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

On March 19, 2024, we acquired legal title to an office property located in Mountain View, CA through a deed-in-lieu of foreclosure transaction.

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This resulted in a CECL reserve charge-off of $ 29.1 million during the three months ended March 31, 2024.

On July 2, 2024, we acquired legal title to a multifamily property located in San Antonio, TX through a foreclosure transaction.

The multifamily property previously collateralized a senior mortgage loan with an amortized cost basis of

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

$ 33.0 million that was risk rated a “4”, and did no t have an asset-specific CECL reserve at the time of the transaction.

The acquisition was accounted for as an asset acquisition under ASC Topic 805 “Business Combinations,” and upon acquisition we recognized the multifamily property as an REO asset held for investment.

The REO asset was recorded on our consolidated balance sheet at $ 33.6 million based on the estimated fair value at acquisition.

This transaction did no t result in any CECL reserve charge-offs during the three months ended September 30, 2024.

On September 16, 2024, we consolidated an office property located in Burlington, MA as a result of a loan modification that provided us an equity interest in the property.

Refer to Note 19 for additional information.

This was accounted for as an asset acquisition under ASC Topic 805 “Business Combinations,” and upon acquisition we recognized the office property as an REO asset held for investment.

The office property previously collateralized a senior mortgage loan with an amortized cost basis of $ 82.9 million that was risk rated a “5” with a CECL reserve of $ 17.5 million at the time of the transaction.

The REO asset was recorded on our consolidated balance sheet at $ 64.6 million based on its estimated fair value at acquisition.

This resulted in a CECL reserve charge-off of $ 17.5 million during the three months ended September 30, 2024.

See Note 2 for additional information on REO.

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

June 30, 2024

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

September 30, 2024

Land and land improvements $ 63,494

Building 19,379

Building and building improvements 75,847

Total $ 139,341

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Real estate owned, net $ 138,725

Intangible real estate assets $ 19,200

accumulated amortization ( 598 )

Intangible real estate assets, net (1)

(1) Included within other assets on our consolidated balance sheets.

Refer to Note 5 for additional information.

We recognized revenue from real estate owned of $ 1.2 million during both the three and nine months ended September 30, 2024, which is included in revenues from real estate owned in our consolidated statements of operations.

We recognized expenses from real estate owned of $ 2.7 million and $ 3.6 million during the three and nine months ended September 30, 2024, respectively.

These expenses consisted of $ 1.0 million and $ 1.2 million of depreciation and amortization expense during the three and nine months ended September 30, 2024, respectively, and $ 1.7 million and $ 2.4 million of other operating expenses during the three and nine months ended September 30, 2024, respectively.

These expenses are included in expenses from real estate owned in our consolidated statements of operations.

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

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

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

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

OTHER ASSETS AND LIABILITIES

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Accrued interest receivable $ 176,049 $ 214,835

Loan portfolio payments held by servicer (1)

131,347 152,423

Collateral deposited under derivative agreements 49,080 103,500

Real estate intangible assets, net 18,602 —

Accounts receivable and other assets 8,157 2,420

1 unchanged sentence

Prepaid expenses 646 1,020

Loan portfolio payments held by servicer (1)

Total $ 390,907 $ 476,088

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

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

Other Liabilities

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Secured debt repayments pending servicer remittance (1)

$ 105,078 $ 13,526

Accrued dividends payable 81,306 107,390

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Accounts payable and other liabilities 8,662 7,265

Secured debt repayments pending servicer remittance (2)

Total $ 346,382 $ 362,531

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

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

See Note 2 for further discussion of the CECL reserves.

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Current Expected Credit Loss Reserves for Unfunded Loan Commitments

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

As of September 30, 2024, we had aggregate unfunded commitments of $ 1.6 billion related to 76 loans receivable.

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

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

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

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

During the three and nine months ended September 30, 2024, we recorded decreases in the CECL reserves related to our unfunded loan commitments of $ 1.6 million and $ 7.1 million, respectively, bringing our total unfunded loan commitments CECL reserve to $ 8.3 million as of September 30, 2024.

During the three months ended September 30, 2023, we recorded an increase in the CECL reserves related to our unfunded loan commitments of $ 2.6 million, and for the nine months ended September 30, 2023, we recorded a decrease in the CECL reserves related to our unfunded loan commitments of $ 2.8 million, bringing our total unfunded loan commitments CECL reserve to $ 13.6 million as of September 30, 2023.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

SECURED DEBT, NET

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

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

Our secured debt includes our secured credit facilities.

During the nine months ended September 30, 2024, we obtained approval for $ 531.5 million of new borrowings against $ 709.0 million of collateral assets.

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

Borrowings Outstanding

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Secured credit facilities $ 11,012,558 $ 12,697,058

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Our credit facilities are diversified across 14 counterparties, primarily consisting of top global financial institutions to minimize our counterparty risk exposure.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

June 30, 2024

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

September 30, 2024

Recourse Limitation

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Loan Count Collateral (3)

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

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

USD 13 $ 5,700,943 August 2026 103 $ 9,456,409 September 2026 36 % 25 % - 100 %

GBP 6 2,290,098 March 2027 16 3,028,733 March 2027 26 % 25 % - 50 %

EUR 7 1,810,878 September 2026 11 2,453,143 September 2026 41 % 25 % - 100 %

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

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

4 1,210,639 April 2028 4 1,513,298 April 2028 25 % 25 %

Total 14 $ 11,012,558 December 2026 134 $ 16,451,583 December 2026 34 % 25 % - 100 %

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

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In limited instances, the maturity date of the respective secured credit facility is used.

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

(3) Represents the principal balance of the collateral loan assets and the book value of the collateral REO assets.

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

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

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

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

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Notes to Consolidated Financial Statements (continued) (Unaudited)

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

Six Months Ended June 30, 2024 June 30, 2024

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

Nine Months Ended September 30, 2024 September 30, 2024

New Financings (2)

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

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

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

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

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

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

(4) Represents the weighted-average all-in cost as of June 30, 2024 and December 31, 2023, respectively, and is not necessarily indicative of the spread applicable to recent or future borrowings.

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

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

(4) Represents the weighted-average all-in cost as of September 30, 2024 and December 31, 2023, respectively, and is not necessarily indicative of the spread applicable to recent or future borrowings.

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

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

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

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

As of September 30, 2024, there was an aggregate $ 1.1 billion available to be drawn at our discretion under our credit facilities.

Acquisition Facility

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This facility matured on April 3, 2024.

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

During the nine months ended September 30, 2024, we had no borrowings under the acquisition facility, and we recorded interest expense of $ 126,000 , including $ 35,000 of amortization of deferred fees and expenses.

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

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Financial Covenants

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

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

(i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges, as defined in the agreements, shall be not less than 1.25 to 1.0;

(ii) our tangible net worth, as defined in the agreements, shall not be less than $ 3.6 billion as of each measurement date plus 75 % to 85 % of the net cash proceeds of future equity issuances subsequent to June 30, 2024;

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

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

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

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

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

During the three months ended September 30, 2024, the financial covenant under each applicable secured debt agreement related to the ratio of our EBITDA to fixed charges, as noted above, was amended so that the ratio shall be not less than 1.25 to 1.0 with respect to each of the four fiscal quarters beginning with the quarter ended September 30, 2024, and shall be not less than 1.3 to 1.0 thereafter.

SECURITIZED DEBT OBLIGATIONS, NET

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

June 30, 2024

September 30, 2024

Securitized Debt Obligations Count Principal

2 unchanged sentences

Senior CLO Securities Outstanding 1 $ 785,453 $ 785,371 + 1.40 % May 2038

Underlying Collateral Assets 26 981,703 981,703 + 3.26 % March 2026

Underlying Collateral Assets 25 981,703 981,703 + 3.26 % January 2026

2020 FL3 Collateralized Loan Obligation

Senior CLO Securities Outstanding 1 659,495 659,494 + 1.86 % November 2037

Underlying Collateral Assets 15 880,634 880,634 + 2.93 % January 2026

Underlying Collateral Assets 14 850,745 850,745 + 3.06 % February 2026

2020 FL2 Collateralized Loan Obligation

Senior CLO Securities Outstanding 1 803,484 803,442 + 1.38 % February 2038

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

Underlying Collateral Assets 14 1,060,359 1,060,359 + 2.82 % April 2026

Senior CLO Securities Outstanding (5)

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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.

(5) During the three and nine months ended September 30, 2024, we recorded $ 40.6 million and $ 123.9 million, respectively, of interest expense related to our securitized debt obligations.

Blackstone Mortgage Trust, Inc.

23 unchanged sentences

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

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

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

ASSET-SPECIFIC DEBT, NET

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

June 30, 2024

September 30, 2024

Asset-Specific Debt Count Principal

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Yield/Cost (2)

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

Financing provided 2 $ 1,201,237 $ 1,197,056 + 3.19 % June 2026

Collateral assets 2 $ 1,433,807 $ 1,425,388 + 4.06 % June 2026

December 31, 2023

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

June 30, 2024

September 30, 2024

Loan Participations Sold Count Principal

5 unchanged sentences

2 446,939 446,708 + 4.07 % February 2026

Loan Participation (4)

2 $ 100,580 $ 100,442

2 $ 428,151 $ 427,701

December 31, 2023

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

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

(4) During the three and nine months ended September 30, 2024, we recorded $ 3.2 million and $ 18.9 million, respectively, of interest expense related to our loan participations sold.

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

2 unchanged sentences

TERM LOANS, NET

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

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

Term Loans Face Value Interest Rate (1)

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

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

During the three and nine months ended September 30, 2024, we recorded $ 46.5 million and $ 139.8 million, respectively, of interest expense related to our Term Loans, including $ 2.3 million and $ 6.8 million, respectively, of amortization of deferred fees and expenses.

During the three and nine months ended September 30, 2024, we repurchased an aggregate principal amount of $ 2.3 million of the B-1 Term Loan at a weighted-average price of 99 %.

This resulted in a gain on extinguishment of debt of $ 25,000 during the three and nine months ended September 30, 2024.

There was no repurchase activity during the three and nine months ended September 30, 2023.

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Face value $ 2,116,425 $ 2,135,221

2 unchanged sentences

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

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

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

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

SENIOR SECURED NOTES, NET

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

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

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

2 unchanged sentences

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

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

During the six months ended June 30, 2024, we repurchased an aggregate principal amount of $ 26.2 million of the Senior Secured Notes at a weighted-average price of 88 %.

This resulted in a gain on extinguishment of debt of $ 3.0 million during the six months ended June 30, 2024.

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

During the three and nine months ended September 30, 2024, we recorded $ 3.4 million and $ 10.5 million, respectively, of interest expense related to our Senior Secured Notes, including $ 254,000 and $ 775,000 , respectively, of amortization of deferred fees and expenses.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

During the three and nine months ended September 30, 2024, we repurchased an aggregate principal amount of $ 4.6 million and $ 30.8 million, respectively, of the Senior Secured Notes at a weighted-average price of 92 % and 88 %, respectively.

This resulted in a gain on extinguishment of debt of $ 330,000 and $ 3.3 million during the three and nine months ended September 30, 2024, respectively.

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

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

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Face value $ 335,316 $ 366,090

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

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

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

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

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CONVERTIBLE NOTES, NET

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

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

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

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

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

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

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

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

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

The last reported sale price of our class A common stock of $ 19.01 on September 30, 2024, the last trading day in the three months ended September 30, 2024, was less than the per share conversion price of the Convertible Notes.

During the three and nine months ended September 30, 2024, we repurchased an aggregate principal amount of $ 33.8 million of the Convertible Notes at a weighted-average price of 93 %.

This resulted in a gain on extinguishment of debt of $ 2.0 million during the three and nine months ended September 30, 2024.

There was no repurchase activity during the three and nine months ended September 30, 2023.

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Face value $ 266,157 $ 300,000

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Net book value $ 263,334 $ 295,847

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

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

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

2024 2023 2024 2023

2 unchanged sentences

Total interest expense $ 4,179 $ 4,444 $ 13,068 $ 15,784

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

Accrued interest payable for the Convertible Notes was $ 649,000 and $ 4.9 million as of September 30, 2024 and December 31, 2023, respectively.

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

DERIVATIVE FINANCIAL INSTRUMENTS

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Foreign Currency Derivatives Number of

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Buy USD / Sell SEK Forward 2 kr 973,345 Buy USD / Sell SEK Forward 2 kr 973,246

Buy USD / Sell EUR Forward 9 € 717,588 Buy USD / Sell GBP Forward 7 £ 696,919

Buy USD / Sell GBP Forward 9 £ 638,650 Buy USD / Sell EUR Forward 8 € 673,644

Buy USD / Sell GBP Forward 9 £ 663,345 Buy USD / Sell GBP Forward 7 £ 696,919

Buy USD / Sell EUR Forward 6 € 594,609 Buy USD / Sell EUR Forward 8 € 673,644

Buy USD / Sell AUD Forward 7 A$ 385,545 Buy USD / Sell AUD Forward 10 A$ 471,989

Buy USD / Sell DKK Forward 3 kr.

Buy USD / Sell CHF Forward 1 CHF 6,752 Buy USD / Sell DKK Forward 2 kr.

Buy USD / Sell DKK Forward 2 kr.

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

2,185 Buy USD / Sell CHF Forward 4 CHF 8,352

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Non-designated Hedges of Foreign Currency Risk

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Non-designated Hedges Number of

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

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

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

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

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Buy DKK / Sell USD Forward 1 kr 192,750 Buy SEK / Sell USD Forward 1 kr 30,800

Buy USD / Sell DKK Forward 1 kr 192,750 Buy USD / Sell SEK Forward 1 kr 30,800

Buy GBP / Sell USD Forward 2 £ 127,400 Buy GBP / Sell USD Forward 2 £ 26,900

Buy USD / Sell GBP Forward 2 £ 127,400 Buy USD / Sell GBP Forward 2 £ 26,900

Buy AUD / Sell USD Forward 1 A$ 112,500 Buy AUD / Sell USD Forward 1 A$ 7,600

Buy USD / Sell AUD Forward 1 A$ 112,500 Buy USD / Sell AUD Forward 1 A$ 7,600

Buy EUR / Sell USD Forward 2 € 68,900

Buy USD / Sell EUR Forward 2 € 68,900

Cash Flow Hedges of Interest Rate Risk

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

June 30, 2024

September 30, 2024

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

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

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

During the twelve months following September 30, 2024, we estimate that an additional $ 65,000 will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense.

Blackstone Mortgage Trust, Inc.

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Increase (Decrease) to Net Interest Income Recognized from Derivatives

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

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

Derivatives in Hedging Relationships Location of Income

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

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

September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023

Derivatives designated as hedging instruments:

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Accumulated OCI into Income

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

Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024 Three Months Ended September 30, 2024 Nine Months Ended September 30, 2024

Net Investment Hedges

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Total $ ( 89,910 ) $ ( 46,127 ) $ 399 $ 1,245

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

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

(1) During the three months ended September 30, 2024, we paid net cash settlements of $ 62.2 million on our foreign currency forward contracts.

During the nine months ended September 30, 2024, we paid net cash settlements of $ 83.8 million on our foreign currency forward contracts.

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

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

(2) During the three and nine months ended September 30, 2024, we recorded total interest and related expenses of $ 321.7 million and $ 1.0 billion, respectively, which was reduced by $ 399,000 and $ 1.2 million, respectively, related to income generated by our cash flow hedges.

Credit-Risk Related Contingent Features

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

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

As of September 30, 2024, we were in a net liability position with our counterparties, and had $ 49.1 million of collateral posted with our counterparties.

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

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Authorized Capital

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

As of September 30, 2024 and December 31, 2023, we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock.

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

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

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

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

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 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.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

During the three months ended September 30, 2024, we repurchased 628,884 shares of class A common stock at a weighted-average share price of $ 17.49 , for a total cost of $ 11.0 million.

We did no t have any repurchases of class A common stock during the three and nine months ended September 30, 2023.

As of September 30, 2024, the amount remaining available for repurchases under the program was $ 139.0 million.

Class A Common Stock and Deferred Stock Units

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

stock when the recipient ceases to be a director.

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

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

Six Months Ended June 30,

Nine Months Ended September 30,

Common Stock Outstanding (1)

1 unchanged sentence

Issuance of class A common stock (2)

Repurchase of class A common stock ( 628,884 ) —

Issuance of restricted class A common stock, net (3)(4)

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Ending balance 173,389,399 172,645,283

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

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

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

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

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

(1) Includes 401,802 and 349,232 deferred stock units held by members of our board of directors as of September 30, 2024 and 2023, respectively.

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

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

(4) Net of 102,484 and 15,477 shares of restricted class A common stock forfeited under our stock-based incentive plans during the nine months ended September 30, 2024 and 2023, respectively.

Dividend Reinvestment and Direct Stock Purchase Plan

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

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

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

During the nine months ended September 30, 2024 and 2023, we issued 4,647 shares and 5,079 shares, respectively, of class A common stock under the dividend reinvestment component of the plan.

As of September 30, 2024, a total of 9,970,314 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

At the Market Stock Offering Program

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

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

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

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

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

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

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

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

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

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

On July 24, 2024, we declared a dividend of $ 0.47 per share, or $ 81.3 million in aggregate, that was paid on October 15, 2024 to stockholders of record as of September 30, 2024.

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

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

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

2024 2023 2024 2023

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

2024 2023 2024 2023

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

— 3,556 — 7,111

Diluted earnings $ ( 56,384 ) $ 29,524 $ ( 241,279 ) $ 259,599

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

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

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

(3) For the three and nine months ended September 30, 2024 and the three months ended September 30, 2023, our Convertible Notes were no t included in the calculation of diluted earnings per share, as the impact is antidilutive.

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Other Balance Sheet Items

Accumulated Other Comprehensive Income

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

As of September 30, 2024, total accumulated other comprehensive income was $ 11.1 million, primarily representing $ 136.5 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 125.4 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

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

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

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

As of September 30, 2024, our Multifamily Joint Venture’s total equity was $ 105.4 million, of which $ 89.6 million was owned by us, and $ 15.8 million was allocated to non-controlling interests.

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

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Our other expenses consist of the management and incentive fees we pay to our Manager and our general and administrative expenses.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Management and Incentive Fees

2 unchanged sentences

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

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

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

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

During the three and nine months ended September 30, 2024, we incurred $ 18.6 million and $ 56.3 million, respectively, of management fees payable to our Manager compared with $ 18.8 million and $ 56.0 million, respectively, during the same periods in 2023.

During the three and nine months ended September 30, 2024, we did not incur any incentive fees payable to our Manager, compared to $ 10.1 million and $ 36.8 million, respectively, during the same periods in 2023.

As of September 30, 2024, we had accrued management fees payable to our Manager of $ 18.6 million.

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

General and Administrative Expenses

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

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

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

2024 2023 2024 2023

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Total general and administrative expenses $ 13,423 $ 12,001 $ 40,811 $ 37,888

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

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

(1) During the three and nine months ended September 30, 2024, we recognized an aggregate $ 125,000 and $ 668,000 , respectively, of expenses related to our Multifamily Joint Venture.

During the three and nine months ended September 30, 2023, we recognized an aggregate $ 230,000 and $ 826,000 , respectively, of expenses related to our Multifamily Joint Venture.

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

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

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

2 unchanged sentences

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

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

During the three and nine months ended September 30, 2024, we recorded a current income tax provision of $ 613,000 and $ 2.8 million, respectively, primarily related to activities of our U.S.

and foreign taxable subsidiaries and various state and local taxes.

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

During the three and nine months ended September 30, 2023, we recorded a current income tax provision of $ 1.6 million and $ 4.7 million, respectively, primarily related to activities of our U.S.

and foreign taxable subsidiaries and various state and local taxes.

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

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

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

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

As of June 30, 2024, we had

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

As of September 30, 2024, we had estimated NOLs of $ 159.0 million that will expire in 2029, unless they are utilized by us prior to expiration.

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

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

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

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

STOCK-BASED INCENTIVE PLANS

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

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

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

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

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

As of September 30, 2024, there were 7,310,409 shares available under our current stock incentive plans.

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

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Forfeited ( 102,484 ) 24.18

Balance as of June 30, 2024

Balance as of September 30, 2024

1,627,201 $ 22.94

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

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

The 1,627,201 shares of restricted class A common stock outstanding as of September 30, 2024 will vest as follows:

304,887 shares will vest in 2024;

1 unchanged sentence

and 440,551 shares will vest in 2026.

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

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

As of September 30, 2024, total unrecognized compensation cost relating to

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

unvested share-based compensation arrangements was $ 35.5 million based on the grant date fair value of shares granted.

This cost is expected to be recognized over a weighted-average period of 1.0 years from September 30, 2024.

Assets and Liabilities Measured at Fair Value

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Fair Value of Financial Instruments

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Financial assets

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We are the primary beneficiary of, and therefore consolidate, the CLOs on our balance sheet as we (i) control the relevant interests of the CLOs that give us power to direct the activities that most significantly affect the CLOs, and (ii) have the right to receive benefits and obligation to absorb losses of the CLOs through the subordinate interests we own.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

During the third quarter of 2024, we modified a loan collateralized by an office property in Burlington, MA that included, among other changes, a two-year extension of the maturity date and the ability to receive collateral sales proceeds in excess of our outstanding principal balance.

As a result of the modification, our investment in the loan is a VIE.

As of September 30, 2024, we are the primary beneficiary of, and therefore consolidated the assets of the VIE on our balance sheet as we (i) have the power to direct the activities that most significantly affect the property, and (ii) have the right to receive excess sale proceeds upon exit.

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Cash and cash equivalents $ 2,014 $ —

Loans receivable 2,892,807 3,061,278

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Loans receivable, net 2,631,271 2,877,770

Real estate owned, net 46,638 —

Other assets 28,583 103,692

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

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

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

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

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

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

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

As of September 30, 2024, our consolidated balance sheet included $ 18.6 million of accrued management fees payable to our Manager and no accrued incentive fees.

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

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

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

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

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

During the three and nine months ended September 30, 2024, we paid aggregate management and incentive fees of $ 18.7 million and $ 64.0 million, respectively, to our Manager, compared to $ 32.8 million and $ 97.7 million, respectively, during the same periods in 2023.

In addition, during the three and nine months ended September 30, 2024, we incurred expenses of $ 340,000 and $ 1.4 million, respectively, that were paid by our Manager and will be reimbursed by us, compared to $ 325,000 and $ 2.3 million, respectively, of such expenses during the same periods in 2023.

As of September 30, 2024, our Manager held 829,035 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 19.6 million, and vest in installments over three years from the date of issuance.

During the three and nine months ended September 30, 2024, we recorded non-cash expenses related to shares held by our Manager of $ 4.2 million and $ 12.6 million, respectively, compared to $ 3.9 million and $ 11.7 million, respectively, during the same periods in 2023.

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

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

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

As of September 30, 2024, our Manager, its affiliates, Blackstone employees, and our directors held an aggregate 12,390,063 shares, or 7.2 %, of our class A common stock, of which 7,582,044 shares, or 4.4 %, were held by subsidiaries of

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Blackstone, including our Manager.

Additionally, our directors held 401,802 of deferred stock units as of September 30, 2024.

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

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

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

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

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

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

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

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

Affiliate Service Providers

We have engaged certain portfolio companies owned by Blackstone-advised investment vehicles, to provide, as applicable, management services and operations services, and corporate support services.

The following table details the amounts incurred for affiliate service provides ($ in thousands):

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

2024 2023 2024 2023

Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l.

$ 384 $ 296 $ 945 $ 729

EQ Management, LLC (2)

LivCor, LLC (2)

$ 422 $ 296 $ 1,027 $ 729

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

These services are provided on an allocated cost basis.

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

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

(2) EQ Management, LLC and LivCor, LLC provide management services and operational services, as well as a limited scope of corporate support services, to certain of our REO assets.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Affiliates of our Manager

We have engaged affiliates of our Manager to provide various services noted below.

The following table details the amounts incurred for these affiliates of our manager ($ in thousands):

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

2024 2023 2024 2023

BTIG, LLC (1)

$ 84 $ — $ 124 $ —

Gryphon Mutual Property Americas IC (2)

Internal audit services 24 24 71 71

CT Investment Management Co., LLC (3)

Total $ 165 $ 24 $ 337 $ 71

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

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

During the nine months ended September 30, 2024, we repurchased $ 30.8 million and $ 33.8 million of our Senior Secured Notes and Convertible Notes, respectively, utilizing BTIG as a broker.

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

During the nine months ended September 30, 2023, we did not utilize BTIG as a broker.

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

A Blackstone affiliate provides oversight and advisory services to Gryphon and receives fees based on a percentage of premiums paid for such policies.

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

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

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

During the nine months ended September 30, 2024, we paid $ 400,000 to Gryphon for insurance costs, inclusive of premiums, capital surplus contributions, taxes, and our pro rata share of other expenses.

Of this amount, $ 30,000 was attributable to the fee paid to a Blackstone affiliate to provide oversight and management services to Gryphon.

The amounts included in the table above reflect the amortization of the insurance expense over the period of the respective policies.

(3) CT Investment Management Co., LLC is the special servicer of the CLOs.

Affiliate Loan Transactions

In the third quarter of 2024, we acquired $ 94.4 million of a total $ 560.0 million senior loan to an unaffiliated third party.

One Blackstone-advised investment vehicle holds a portion of the senior loan and another holds a mezzanine loan.

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

The intercreditor agreement between the senior loan lender and the mezzanine lender was negotiated on market terms by a third party without our involvement, and our 17 % interest in the senior loan was made on such market terms.

In 2019 and 2021, we acquired an aggregate participation of € 350.0 million of a senior loan to a borrower that is partially owned by a Blackstone-advised investment vehicle.

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

The loan was negotiated by third parties on market terms without our involvement, and our interest in the senior loan was subject to such market terms.

In the third quarter of 2024, the borrower under a senior loan to the same borrower in which we held a minority position completed a refinancing transaction involving new lenders and the existing lenders.

We elected to sell € 232.0 million of our then remaining € 347.0 million loan position to the new lenders at par and extend the remainder on modified terms.

The terms of the modification (which included, among other changes, an extension of the maturity date, and increase in the interest rate, and additional guarantees) were negotiated by our third-party co-lender.

In the fourth quarter of 2018, we originated £ 148.7 million of a total £ 303.5 million senior loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle.

The loan terms were negotiated by our third-party co-lender, and we will forgo all non-economic rights under the loan, including voting rights, so long as a Blackstone-advised investment vehicle controls the borrower.

In the third quarter of 2024, we agreed to a refinancing transaction pursuant to which

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

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

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

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

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

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

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

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

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

£ 46.4 million of our £ 148.7 million participation in an existing £ 303.5 million loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle was repaid, and we received a £ 100.0 million participation in a new loan made to the same borrower that continues to be controlled by a Blackstone-advised investment vehicle, and the terms of the loan were modified to include, among other changes, an expanded collateral pool, an extension of the maturity date and an increase in the interest rate.

The transaction, including the terms of the modification, was negotiated by our third-party co-lender.

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

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Unfunded Commitments Under Loans Receivable

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

As of September 30, 2024, we had aggregate unfunded commitments of $ 1.6 billion across 76 loans receivable, and $ 717.9 million of committed or identified financings for those commitments, resulting in net unfunded commitments of $ 844.7 million.

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

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Principal Debt Repayments

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

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

Asset-Specific Debt (1)

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Board of Directors’ Compensation

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

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

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

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

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

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

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

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

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

What changed 10-Q

Item 1. Financial Statements