Item 5. Other Information
ITEM 5. OTHER INFORMATION
Section 13(r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A., which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.
Rule 10b5-1 Trading Arrangements
On August 8, 2024 , Katharine A. Keenan , our Chief Executive Officer , terminated three separate “Rule 10b5-1 trading arrangements,” as defined in Item 408(c) of Regulation S-K, each of which was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and provided for the automatic sale of shares of class A common stock in order to satisfy tax withholding obligations arising from vesting of three separate grants to Ms. Keenan of 52,000 shares of restricted stock each. The terminated arrangements were adopted on February 17, 2022, February 22, 2023 and March 15,
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2024, and such arrangements were to automatically terminate on the earlier of December 31, 2024, December 31, 2025 and December 31, 2026, respectively, or, with respect to each such arrangement, the completion of all of the contemplated transactions set forth therein.
Subsequently on August 8, 2024 , Ms. Keenan adopted a new Rule 10b5-1 trading arrangement, which is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, that provides for the automatic sale of shares of class A common stock in order to satisfy tax withholding obligations arising from vesting of an aggregate of 51,999 shares of restricted stock previously granted to Ms. Keenan on various dates. The number of shares to be sold under the new arrangement is unknown, as the number of shares will vary based on the extent to which vesting conditions are satisfied and the market price of our class A common stock at the time of vesting. The new arrangement will expire on December 31, 2026 , subject to the arrangement’s earlier expiration or completion in accordance with its terms.
The new arrangement relates to sales to cover tax withholding obligations arising from vesting events scheduled to occur after February 5, 2025, six months following the date Ms. Keenan purchased shares of our class A common stock on the open market. All of these sales would have been covered by the terminated arrangements if they had not been terminated.
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ITEM 6. EXHIBITS
10.1 Seventh Amendment to Limited Guaranty, made as of July 1, 2024, by and between Blackstone Mortgage Trust, Inc, and Citibank, N. A.
10.2 First Amendment to Guaranty, dated as of July 17, 2024, by and between Blackstone Mortgage Trust, Inc, Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, and Parlex 3A SEK IE Issuer Designated Activity Company , Perpetual Corporate Trust Limited As Trustee of the Parlex 2022-1 Issuer Trust, Barclays Bank PLC, Silver Holdco I, LLC and Silver Holdco II, LLC, 345-50 Partners, LLC, 345-40 Partners, LLC, 345-2 Partners, LLC, 42-16 Partners, LLC, and U.S. Bank Trustees Limited
10.3 First Amendment to Guarantee Agreement, dated as of July 17, 2024, between Blackstone Mortgage Trust, Inc, and Wells Fargo Bank, National Association
10.4 Ninth Amendment to Term Loan Credit Agreement, dated as of September 13, 2024, by and among Blackstone Mortgage Trust, Inc., the subsidiary guarantors party thereto, each lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent
31.1 Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 + Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 + Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1 Section 13(r) Disclosure
101.INS XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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+ This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BLACKSTONE MORTGAGE TRUST, INC.
October 23, 2024 /s/ Katharine A. Keenan
Date Katharine A. Keenan
Chief Executive Officer
(Principal Executive Officer)
October 23, 2024 /s/ Anthony F. Marone, Jr.
Date Anthony F. Marone, Jr.
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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