Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
97
Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a–15(f) of the Exchange Act) that occurred during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
Management of Blackstone Mortgage Trust, Inc. and subsidiaries, or Blackstone Mortgage Trust, is responsible for establishing and maintaining adequate internal control over financial reporting. Blackstone Mortgage Trust’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
Blackstone Mortgage Trust’s internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and our directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on its financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an assessment of the effectiveness of Blackstone Mortgage Trust’s internal control over financial reporting as of December 31, 2024, based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that Blackstone Mortgage Trust’s internal control over financial reporting as of December 31, 2024, was effective.
Deloitte & Touche LLP, an independent registered public accounting firm, has audited Blackstone Mortgage Trust’s financial statements included in this report on Form 10-K and issued its report on the effectiveness of Blackstone Mortgage Trust’s internal control over financial reporting as of December 31, 2024, which is included herein.
ITEM 9B. 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, which may be, or may have been at the time considered to be, our affiliate.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference to the company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table summarizes information, as of December 31, 2024, relating to our equity compensation plans pursuant to which shares of our class A common stock or other equity securities may be granted from time to time:
Plan category (a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants, and rights
(b)
Weighted-average
exercise price of
outstanding options,
warrants, and rights
(c)
Number of securities
remaining available
for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
Equity compensation plans approved by security holders (1)
412,096 (2)
$ — 6,479,670
Equity compensation plans not approved by security holders (3)
— — —
Total 412,096 $ — 6,479,670
(1) The number of securities remaining for future issuances consists of an aggregate 6,479,670 shares issuable under our stock incentive plan and our manager incentive plan. Awards under the plans may include restricted stock, unrestricted stock, stock options, stock units, stock appreciation rights, performance shares, performance units, deferred share units, or other equity-based awards, as the board of directors may determine.
(2) Reflects deferred stock units granted to our non-employee directors. The deferred stock units are settled upon the non-employee director’s separation from service with the company by delivering to the non-employee director one share of class A common stock, or the cash equivalent, for each deferred stock unit settled. As these awards have no exercise price, the weighted average exercise price in column (b) does not take these awards into account.
(3) All of our equity compensation plans have been approved by security holders.
The remaining information required by this item is incorporated by reference to the company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to the company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to the company’s definitive proxy statement to be filed not later than April 30, 2025 with the SEC pursuant to Regulation 14A under the Exchange Act.
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PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements
See the accompanying Index to Financial Statement Schedule on page F-1.
(a) (2) Consolidated Financial Statement Schedules
See the accompanying Index to Financial Statement Schedule on page F-1.
(a) (3) Exhibits
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EXHIBIT INDEX
Exhibit
No.
Exhibit Description
2.1
Purchase and Sale Agreement, dated September 27, 2012, by and between Capital Trust, Inc. and Huskies Acquisition LLC (filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on October 3, 2012 and incorporated herein by reference)
2.2
Amendment No. 1 to Purchase and Sale Agreement, dated July 21, 2021, by and between Blackstone Mortgage Trust, Inc. (formerly known as Capital Trust, Inc.) and Huskies Acquisition LLC (filed as Exhibit 2.2 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 9, 2022 and incorporated herein by reference)
3.1.a
Articles of Amendment and Restatement (filed as Exhibit 3.1.a to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on April 2, 2003 and incorporated herein by reference)
3.1.b
Certificate of Notice (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on February 27, 2007 and incorporated herein by reference)
3.1.c
Articles Supplementary for Series A Junior Participating Preferred Stock (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on March 3, 2011 and incorporated herein by reference)
3.1.d
Articles of Amendment (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on December 21, 2012 and incorporated herein by reference)
3.1.e
Articles of Amendment (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on May 7, 2013 and incorporated herein by reference)
3.1.f
Articles Supplementary (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on May 29, 2013 and incorporated herein by reference)
3.1.g
Articles of Amendment, dated April 13, 2015 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on April 13, 2015 and incorporated herein by reference)
3.1.h
Articles of Amendment dated June 8, 2020 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 11, 2020 and incorporated herein by reference)
3.2 Seventh Amended and Restated Bylaws of Blackstone Mortgage Trust, Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on April 21, 2023 and incorporated herein by reference)
4.1
Description of Securities of Blackstone Mortgage Trust, Inc. (filed as Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 8, 2023 and incorporated herein by reference)
4.2
Indenture, dated as of November 25, 2013, between Blackstone Mortgage Trust, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on November 25, 2013 and incorporated herein by reference )
4.3
Fourth Supplemental Indenture, dated March 29, 2022, between Blackstone Mortgage Trust, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K (File No. 1-14788) filed on March 29, 2022 and incorporated herein by reference)
4.4
Form of 5.50% Convertible Senior Notes due 2027 (included as Exhibit A in Exhibit 4.3)
4.5
Indenture, dated October 5, 2021, among Blackstone Mortgage Trust, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on October 5, 2021 and incorporated herein by reference)
101
4.6
Form of 3.750% Senior Secured Notes due 2027 (included as Exhibit B to Exhibit 4.5)
4.7 Indenture, dated December 10, 2024, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on December 11, 2024 and incorporated herein by reference)
4.8 Form of 7.750% Senior Secured Notes due 2029. (included as Exhibit A to Exhibit 4.7)
4.9 Pledge and Security Agreement, dated as of October 5, 2021, by and among Blackstone Mortgage Trust, Inc., the other grantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as collateral agent (filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on October 5, 2021 and incorporated herein by reference)
4.10 Pledge and Security Agreement, dated as of December 10, 2024, by and among Blackstone Mortgage Trust, Inc., the other grantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as collateral agent (filed as Exhibit 4.3 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on December 11, 2024 and incorporated herein by reference)
4.11 First Lien Intercreditor Agreement, dated as of October 5, 2021, by and among Blackstone Mortgage Trust, Inc., JPMorgan Chase Bank, N.A., as agent under the Term Loan Credit Agreement, and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (filed as Exhibit 4.4 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on October 5, 2021 and incorporated herein by reference)
4.12 Joinder No. 1 to First Lien Intercreditor Agreement, dated as of December 10, 2024, by and among Blackstone Mortgage Trust, Inc., the grantors party thereto and the other parties thereto (filed as Exhibit 4.5 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on December 11, 2024 and incorporated herein by reference)
10.1
Second Amended and Restated Management Agreement, dated as of October 23, 2014, by and between Blackstone Mortgage Trust, Inc. and BXMT Advisors L.L.C. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 28, 2014 and incorporated herein by reference)
10.2
Amended and Restated Trademark License Agreement, dated as of December 21, 2017, by and between Blackstone Mortgage Trust, Inc. (f/k/a Capital Trust, Inc.) and Blackstone TM L.L.C. (filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 13, 2018 and incorporated herein by reference)
10.3
Assignment Agreement, dated as of December 19, 2012, by and among Huskies Acquisition LLC, Blackstone Holdings III L.P. and Capital Trust, Inc. (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on December 21, 2012 and incorporated herein by reference)
10.4
Amended and Restated Registration Rights Agreement, dated May 6, 2013, by and among Blackstone Mortgage Trust, Inc., Blackstone Holdings III L.P. and BREDS/CT Advisors L.L.C. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on May 6, 2013 and incorporated herein by reference)
10.5
+
Blackstone Mortgage Trust, Inc. 2018 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on June 21, 2018 and incorporated herein by reference)
10.6
+
Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2018 Stock Incentive Plan (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 11, 2020 and incorporated herein by reference)
10.7
+
Blackstone Mortgage Trust, Inc. 2018 Manager Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on June 21, 2018 and incorporated herein by reference)
102
10.8
+
Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2018 Manager Incentive Plan (filed as Exhibit 10.21 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 11, 2020 and incorporated herein by reference)
10.9
+
Form of Non-Employee Director Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. 2018 Stock Incentive Plan (filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (filed No. 1-14788) filed on July 27, 2022 and incorporated herein by reference).
10.10 +
Blackstone Mortgage Trust, Inc. Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on June 17, 2022 and incorporated herein by reference)
10.11
+ Summary of Terms of Awards of Deferred Stock Units under Blackstone Mortgage Trust, Inc. Stock Incentive Plan (filed as Exhibit 10.11 to the Registrant ’ s Annual Report on Form 10- K (File No. 1 -14788) filed on February 14, 2024 and inc orporated herein by reference)
10.12
+
Blackstone Mortgage Trust, Inc. Manager Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on June 17, 2022 and incorporated herein by reference)
10.13 +
Form of Non-Employee Director Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. Stock Incentive Plan (filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
10.14 +
Form of Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. Stock Incentive Plan (filed as Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
10.15 +
Form of Restricted Stock Award Agreement of Blackstone Mortgage Trust, Inc. Manager Incentive Plan (filed as Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
10.16 +
Form of Indemnification Agreement (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on December 21, 2012 and incorporated herein by reference)
10.17 Fifth Amended and Restated Master Repurchase Agreement, dated as of April 16, 2021, among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 Eur Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC and Citibank, N.A. (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File NO. 1-14788) filed on July 28, 2021 and incorporated herein by reference)
10.18 First Amendment to Fifth Amended and Restated Master Repurchase Agreement, dated as of August 26, 2021, among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 EUR Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC and Citibank, N.A. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 27, 2021 and incorporated herein by reference)
10.19 Second Amendment to Fifth Amended and Restated Master Repurchase Agreement, dated as of December 24, 2021, among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 EUR Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC and Citibank, N.A. (filed as Exhibit 10.25 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 9, 2022 and incorporated herein by reference)
10.20 Third Amendment to Fifth Amended and Restated Master Repurchase Agreement, dated as of May 25, 2022, among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 EUR Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC, Silver Fin II Sub TC Pty Ltd and Citibank, N.A. (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10 Q (File No. 1-4788) filed on July 27, 2022 and incorporated herein by reference)
103
10.21 Fourth Amendment to Fifth Amended and Restated Master Repurchase Agreement, dated as of January 24, 2023, among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 EUR Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC, Silver Fin II Sub TC Pty Ltd and Citibank, N.A. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10 Q (File No. 1-4788) filed on April 26, 2023 and incorporated herein by reference)
10.22 F ifth Amendment to Fifth Amended and Restated Master Repurchase Agreement, dated as of J une 6 , 202 4 , among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 EUR Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC, Silver Fin II Sub TC Pty Ltd , Blackstone Mortgage Trust, Inc. and Citibank, N.A. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10 Q (File No. 1-4788) filed on July 2 4 , 202 4 and incorporated herein by reference)
10.23 *
Sixth Amendment to Fifth Amended and Restated Master Repurchase Agreement, dated as of December 31, 2024, among Parlex 2 Finance, LLC, Parlex 2A Finco, LLC, Parlex 2 UK Finco, LLC, Parlex 2 EUR Finco, LLC, Parlex 2 AU Finco, LLC, Parlex 2 CAD Finco, LLC, Wispar 5 Finco, LLC, Silver Fin II Sub TC Pty Ltd, Blackstone Mortgage Trust, Inc. and Citibank, N.A.
10.24 Limited Guaranty, dated as of June 12, 2013, made by Blackstone Mortgage Trust, Inc. in favor of Citibank, N.A. (filed as Exhibit 10.11 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 30, 2013 and incorporated herein by reference)
10.25 First Amendment to Limited Guaranty, dated as of November 20, 2013, made by Blackstone Mortgage Trust, Inc. in favor of Citibank, N.A. (filed as Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 17, 2015 and incorporated herein by reference)
10.26 Second Amendment to Limited Guaranty, dated as of February 24, 2014, made by Blackstone Mortgage Trust, Inc. in favor of Citibank, N.A. (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 29, 2014 and incorporated herein by reference)
10.27 Third Amendment to Limited Guaranty, dated as of March 31, 2017, made by Blackstone Mortgage Trust, Inc. in favor of Citibank, N.A. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 25, 2017 and incorporated herein by reference)
10.28 Fourth Amendment to Limited Guaranty, dated as of October 12, 2018, by and between Blackstone Mortgage Trust, Inc. and Citibank, N.A. (filed as Exhibit 10.41 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 12, 2019 and incorporated herein by reference)
10.29 Fifth Amendment to Limited Guaranty, dated as of February 15, 2019, by and between Blackstone Mortgage Trust, Inc. and Citibank, N.A. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 23, 2019 and incorporated herein by reference)
10.30 Sixth Amendment to Limited Guaranty, dated as of April 16, 2021, by and between Blackstone Mortgage Trust, Inc. and Citibank, N.A. (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 28, 2021 and incorporated herein by reference)
10.31 S eventh Amendment to Limited Guaranty, dated as of July 1 , 202 4 , by and between Blackstone Mortgage Trust, Inc. and Citibank, N.A. (filed as Exhibit 10. 1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 23 , 202 4 and incorporated herein by reference)
10.32 Guarantee Agreement, dated as of March 13, 2014, made by Blackstone Mortgage Trust, Inc. in favor of Wells Fargo Bank, N.A. (filed as Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 29, 2014 and incorporated herein by reference)
10.33 F irst Amendment to Guarantee Agreement, dated as of July 1 7 , 2014, b etween Blackstone Mortgage Trust, Inc. , and Wells Fargo Bank, N.A. (filed as Exhibit 10. 3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 23 , 20 24 and incorporated herein by reference)
104
10.34 Amended and Restated Master Repurchase and Securities Contract, dated as of April 4, 2014, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2015 and incorporated herein by reference)
10.35 Amendment No. 1 to Amended and Restated Master Repurchase and Securities Contract, dated as of October 23, 2014, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2015 and incorporated herein by reference)
10.36 Amendment No. 2 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2015, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.9 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2015 and incorporated herein by reference)
10.37 Amendment No. 3 to Amended and Restated Master Repurchase and Securities Contract, dated as of April 14, 2015, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 28, 2015 and incorporated herein by reference)
10.38 Amendment No. 4 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 11, 2016, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 26, 2016 and incorporated herein by reference)
10.39 Amendment No. 5 to Amended and Restated Master Repurchase and Securities Contract, dated June 30, 2016, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 26, 2016 and incorporated herein by reference)
10.40 Amendment No. 6 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2017, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 25, 2017 and incorporated herein by reference)
10.41 Amendment No. 7 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 31, 2017, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 25, 2017 and incorporated herein by reference)
10.42 Amendment No. 8 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2018, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 24, 2018 and incorporated herein by reference)
10.43 Amendment No. 9 to Amended and Restated Master Repurchase and Securities Contract, dated as of December 21, 2018, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.52 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 12, 2019 and incorporated herein by reference)
10.44 Amendment No. 10 to Amended and Restated Master Repurchase and Securities Contract, dated as of November 13, 2019, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2020 and incorporated herein by reference)
10.45 Amendment No. 11 to Amended and Restated Master Repurchase and Securities Contract, dated as of December 23, 2019, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2020 and incorporated herein by reference)
105
10.46 Amendment No. 12 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2020, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2020 and incorporated herein by reference)
10.47 Amendment No. 13 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 12, 2021, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2021 and incorporated herein by reference)
10.48 Amendment No. 14 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 11, 2022, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 27, 2022 and incorporated herein by reference)
10.49 Amendment No. 15 to Amended and Restated Master Repurchase and Securities Contract, dated as of June 29, 2022, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
10.50 Amendment No. 16 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2023, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 26, 2023 and incorporated herein by reference)
10.51 Amendment No. 1 7 to the Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 202 4 , between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association (filed as Exhibit 10. 1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 2 4 , 202 4 and incorporated herein by reference)
10.52 Amended and Restated Guarantee Agreement, dated as of June 30, 2015, made by Blackstone Mortgage Trust, Inc. in favor of Wells Fargo Bank, National Association (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 28, 2015 and incorporated herein by reference)
10.53 Acknowledgement of Guarantor, dated as of June 30, 2016, made by Blackstone Mortgage Trust, Inc. in favor of Wells Fargo Bank, National Association (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 26, 2016 and incorporated herein by reference)
10.54 Term Loan Credit Agreement, dated as of April 23, 2019, among Blackstone Mortgage Trust, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and JP Morgan Chase Bank, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank Plc, Deutsche Bank Securities Inc. and Blackstone Advisory Partners LP, as Joint Lead Arrangers and Joint Bookrunners (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 and incorporated herein by reference)
10.55 First Amendment to Term Loan Credit Agreement, dated as of November 19, 2019, 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 and collateral agent (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 and incorporated herein by reference)
10.56 Second Amendment to Term Loan Credit Agreement, dated as of May 20, 2020, 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 and collateral agent (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 and incorporated herein by reference)
106
10.57 Third Amendment to Term Loan Credit Agreement, dated as of June 11, 2020, 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 and collateral agent (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 and incorporated herein by reference)
10.58 Fourth Amendment to Term Loan Credit Agreement, dated as of February 19, 2021, 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 and collateral agent (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2021 and incorporated herein by reference)
10.59 Fifth Amendment to Term Loan Credit Agreement, dated as of June 21, 2021, 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 and collateral agent (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 28, 2021 and incorporated herein by reference)
10.60 Sixth Amendment to Term Loan Credit Agreement, dated as of May 9, 2022, 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 and collateral agent (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
10.61 Seventh Amendment to Term Loan Credit Agreement, dated as of November 4, 2022, 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 (filed as Exhibit 10.53 to the Registrant's Annual Report on Form 10-K (File No. 1-14788) filed on February 8, 2023 and incorporated herein by reference)
10.62 Eighth Amendment to Term Loan Credit Agreement, dated as of June 7, 2023, 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 (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 26, 2023 and incorporated herein by reference)
10.63 Ninth Amendment to Term Loan Credit Agreement, dated as of September 13 , 202 4 , 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 (filed as Exhibit 10. 4 to the Registrant's Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 2 3 , 202 4 and incorporated herein by reference)
10.64 Tenth Amendment to Term Loan Credit Agreement, dated as of December 10, 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 (filed as Exhibit 10.1 Current Report on Form 8-K (File No. 1-14788) filed on December 11, 2024 and incorporated herein by reference)
10.65 Loan Guaranty, entered into as of April 23, 2019, by and among the subsidiary guarantors and other persons from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 and incorporated herein by reference)
10.66 Pledge and Security Agreement, entered into as of April 23, 2019, by and among Blackstone Mortgage Trust, Inc., the grantors from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2020 and incorporated herein by reference)
107
10.67 Master Repurchase Agreement, dated as of May 31, 2022, by and between Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, Gloss Finco 1, LLC and Barclays Bank PLC (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
10.68 First Amendment to Master Repurchase Agreement, dated as of August 22, 2022, by and among Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 26, 2022 and incorporated herein by reference)
10.69 Second Amendment to Master Repurchase Agreement, dated as of December 23, 2022, by and among Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.61 to the Registrant's Annual Report on Form 10-K (File No. 1-14788) filed on February 8, 2023 and incorporated herein by reference)
10.70 Third Amendment to Master Repurchase Agreement, dated as of May 31, 2023, by and among Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 26, 2023 and incorporated herein by reference)
10.71
Fourth Amendment to Master Repurchase Agreement, dated as of November 22, 2023, by and among Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, and Gloss Finco 1, LLC (filed as Exhibit 10.64 to the Reg istrant ’ s Annual Report on Form 10-K (file No. 1-14788) filed on February 14, 2024 and incorporated her ein by reference)
10.72 F ifth Amendment to Master Repurchase Agreement, dated as of Apri l 10 , 202 4 , by and among Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity Company, Parlex 3A EUR IE Issuer Designated Activity Company, Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limited as Trustee of the Parlex 2022-1 Issuer Trust, Parlex 3A FINCO, LLC, Barclays Bank PLC, Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A EUR Finco, LLC, Parlex 3A SEK Finco, LLC, Silver Fin Sub TC PTY LTD, and Gloss Finco 1, LLC (filed as E xhibit 10.2 to the Registrant ’ s Quarterly Report on Form 10-Q (file No. 1-14788) filed on July 24, 2024 and incorporated herein by reference)
10.73 Guaranty, dated as of May 31, 2022, made by Blackstone Mortgage Trust, Inc., for the benefit of Parlex 3 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 (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file No. 1-14788) filed on July 27, 2022 and incorporated herein by reference)
108
10.74 First Amendment to Guaranty, dated as of July 17, 2024, by and between Blackstone Mortgage Trust, Inc, Par l ex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity C ompany, Parlex 3A EUR IE Issuer Designate d Activity Company, and Parlex 3A SEK IE Issuer Designated Activity Company, Perpetual Corporate Trust Limite d 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 (filed as Exhibit 10.2 to the Re gistrant ’ s Quarte rly Report on Form 10-Q (file No. 1-14788) filed on October 2 3 , 202 4 and incorporated herein by reference)
19.1 *
Securities Trading Policy and Procedures
21.1
*
Subsidiaries of Blackstone Mortgage Trust, Inc.
23.1
*
Consent of Deloitte & Touche LLP
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 (furnished herewith)
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 (furnished herewith)
97.1 + Incentive Compensation Clawback Policy (filed as Exhibit 97.1 to the Re gistrant ’ s Annual Report on Form 10-K (file No. 1-14788) filed on February 14, 2024 and incorporated herein by reference)
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
101.CAL
++
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
++
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
++
Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
++
Inline XBRL Taxonomy Extension Definition Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
+ This document has been identified as a management contract or compensatory plan or arrangement.
++ 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.
109
ITEM 16. FORM 10-K SUMMARY
None.
110
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
February 12, 2025 By: /s/ Katharine A. Keenan
Date Katharine A. Keenan
Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
February 12, 2025 /s/ Timothy S. Johnson
Date Timothy S. Johnson, Chairperson of the Board of Directors
February 12, 2025 /s/ Katharine A. Keenan
Date Katharine A. Keenan
Chief Executive Officer and Director
(Principal Executive Officer)
February 12, 2025 /s/ Anthony F. Marone, Jr.
Date Anthony F. Marone, Jr.
Chief Financial Officer
(Principal Financial Officer)
February 12, 2025 /s/ Marcin Urbaszek
Date Marcin Urbaszek
Deputy Chief Financial Officer
(Principal Accounting Officer)
February 12, 2025 /s/ Leonard W. Cotton
Date Leonard W. Cotton, Director
February 12, 2025 /s/ Nnenna J. Lynch
Date Nnenna J. Lynch, Director
February 12, 2025 /s/ Michael B. Nash
Date Michael B. Nash, Director
February 12, 2025 /s/ Henry N. Nassau
Date Henry N. Nassau, Director
February 12, 2025 /s/ Gilda Perez-Alvarado
Date Gilda Perez-Alvarado, Director
February 12, 2025 /s/ Lynne B. Sagalyn
Date Lynne B. Sagalyn, Director
111
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 )
F -2
Consolidated Balance Sheets as of December 31, 2024 and 2023
F -6
Consolidated Statements of Operations for the Years Ended December 31, 2024 , 2023 , and 2022
F-7
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024 , 2023 , and 2022
F-8
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024 , 2023 , and 2022
F- 9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 , 2023 , and 2022
F-10
Notes to Consolidated Financial Statements
F-12
Schedule IV – Mortgage Loans on Real Estate
S -1
Schedules other than those listed are omitted as they are not applicable or the required or equivalent information has been included in the consolidated financial statements or notes thereto.
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of
Blackstone Mortgage Trust, Inc.
New York, New York
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Blackstone Mortgage Trust, Inc. and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes and the schedules listed in the Index at Item 15(a) (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
F-2
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Current Expected Credit Loss (“CECL”) Reserve – Adjustments to Reflect Management’s Estimation of Economic Conditions – Refer to Note 2 in the Financial Statements
Critical Audit Matter Description
The Company estimates its CECL reserve primarily using the Weighted Average Remaining Maturity (“WARM”) method, which has been identified as an acceptable loss-rate method for estimating CECL reserves. The Company utilizes its own historical loan loss data supplemented with the data obtained from an external service provider. The data obtained is subject to several screening and/or judgmental adjustments that are applied in order to better align this loan-level data to the attributes of the Company’s loan portfolio.
The Company’s CECL reserve determined under the WARM method is further adjusted to reflect management’s estimation of the current and future economic conditions that may impact the performance of the commercial real estate assets securing the Company’s loans. The items considered in management’s estimation include unemployment rates, interest rates and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for the Company’s loans during their anticipated term.
We identified the adjustments to the CECL reserve to reflect management’s estimation of the current and future economic conditions that may impact the performance of the commercial real estate assets securing the Company’s loans as a critical audit matter because of the subjectivity, complexity and estimation uncertainty in such adjustments made to account for the macroeconomic factors. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate whether the adjustments determined by management reasonably and appropriately quantify macroeconomic risks associated with the Company’s loan portfolio, including the need to involve our credit specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures to assess the adjustments applied by management to the CECL reserve to account for current and future economic conditions included, among others:
• We tested the design and operating effectiveness of controls implemented by the Company in relation to the establishment of the CECL reserve. Specifically, in relation to the adjustments made to their CECL reserve to account for current and future economic conditions, we focused our procedures on internal controls related to evaluation of macroeconomic factors and other judgments involved in the determination of such adjustments.
• We evaluated the appropriateness and consistency of the methods and assumptions used by management to develop the adjustments and assessed macro-economic and industry trends.
• We tested the accuracy and completeness of quantitative data used by management to develop the adjustments to account for current and future economic conditions.
• We utilized credit specialists to assist in the evaluation of management’s CECL methodology and assumptions, including the estimation of economic conditions.
F-3
CECL Reserve – Estimation of Fair Value of Underlying Collateral of Impaired Loans – Refer to Note 2 and Note 3 in the Financial Statements
Critical Audit Matter Description
The Company assesses the CECL reserve for impaired loans on an individual basis by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgment, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by the Company.
We identified the estimation of the fair value of the underlying collateral of impaired loans as a critical audit matter because of the complexity and judgement involved in the determination of the valuation methodology and assumptions, as well as subjectivity of the unobservable inputs utilized in the valuation. Auditing the fair value of the underlying collateral for impaired loans required a high degree of auditor judgment and increased effort, including the need to involve our fair value specialists.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the estimate of fair of the underlying collateral of impaired loans as part of estimation of the CECL reserve included, among others:
• We tested the design and operating effectiveness of controls over the estimation of the fair value of the collateral underlying the impaired loans, including specifically management’s review of the valuation model and underlying assumptions utilized in estimating the fair value of the underlying collateral.
• We tested management’s assumptions through independent analysis and comparison to external sources.
• We utilized our internal fair value specialists to assist in the evaluation of management’s valuation methodologies and assumptions. With the assistance of our specialists, we evaluated certain of these assumptions (e.g., guideline transactions, discount rates, capitalization rates). Our internal specialist procedures included testing the underlying source information of the assumptions, as well as developing a range of independent estimates and comparing those to the assumptions used by management.
Allocation of Purchase Price for Real Estate Owned – Refer to Notes 2 and 4 in the Financial Statements
Critical Audit Matter Description
The Company has acquired legal title or otherwise consolidated seven real estate owned assets, for an aggregate acquisition date fair value of $645.7 million during 2024. Accordingly, the purchase price paid for assets acquired and liabilities assumed was allocated, based on fair value, to building, land, furniture, fixtures, and equipment, site and tenant improvements, in-place leases, above and below market leases, other intangible assets and liabilities and other tangible assets and liabilities. The method for determining fair value varied depending on the type of real estate investment and associated assets acquired and liabilities assumed and involved management making significant estimates related to assumptions such as future cash flows, capitalization rates, discount rates, and sales comparables.
We identified the allocation of purchase price as a critical audit matter because of the significant estimates management makes to determine the fair value of assets acquired and liabilities assumed. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s assumptions.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the relative fair value of assets acquired and liabilities assumed by the Company included the following, among others:
• We tested the effectiveness of controls over management’s critical assumptions including:
◦ The selection of the methods and valuation techniques used to determine that fair value is appropriate and consistent with industry standards.
F-4
◦ The assumptions for allocating the purchase price to tangible and intangible assets and liabilities.
• We held discussions with the Company’s management and evaluated Company-prepared analyses to assess the reasonableness of the accounting treatment as an asset acquisition as opposed to a business combination.
• We obtained and evaluated the third-party purchase price allocation report along with relevant supporting documentation, in order to corroborate our understanding of the substance of the acquisition obtained through inquiry with the Company’s management, as well as assess the completeness of the assets acquired and liabilities assumed as part of the acquisition.
• With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology, costs to replace certain assets, and significant assumptions used in the cash flow models, including testing the mathematical accuracy of the calculation and comparing the key inputs used in the projections to external market sources.
• We tested the reasonableness of management's capitalization and discount rates by comparing the assumptions used to external market sources.
• We tested the reasonableness of management's projections of the property's net operating income by comparing the assumptions used in the projections to external market sources, executed lease agreements, historical data, and results from other areas of the audit.
/s/ Deloitte & Touche LLP
New York, New York
February 12, 2025
We have served as the Company’s auditor since 2013
F-5
Blackstone Mortgage Trust, Inc.
Consolidated Balance Sheets
(in thousands, except share data)
December 31, 2024 December 31, 2023
Assets
Cash and cash equivalents $ 323,483 $ 350,014
Loans receivable 19,047,518 23,787,012
Current expected credit loss reserve ( 733,936 ) ( 576,936 )
Loans receivable, net 18,313,582 23,210,076
Real estate owned, net 588,185 —
Investments in unconsolidated entities
4,452 —
Other assets 572,253 476,088
Total Assets $ 19,801,955 $ 24,036,178
Liabilities and Equity
Secured debt, net $ 9,696,334 $ 12,683,095
Securitized debt obligations, net 1,936,956 2,505,417
Asset-specific debt, net 1,224,841 1,000,210
Loan participations sold, net 100,064 337,179
Term loans, net 1,732,073 2,101,632
Senior secured notes, net 771,035 362,763
Convertible notes, net 263,616 295,847
Other liabilities 282,847 362,531
Total Liabilities 16,007,766 19,648,674
Commitments and contingencies (Note 22)
Equity
Class A common stock, $ 0.01 par value, 400,000,000 shares authorized, 172,792,094 and 173,209,933 shares issued and outstanding as of December 31, 2024 and 2023, respectively
1,728 1,732
Additional paid-in capital 5,511,053 5,507,459
Accumulated other comprehensive income 8,268 9,454
Accumulated deficit ( 1,733,741 ) ( 1,150,934 )
Total Blackstone Mortgage Trust, Inc. stockholders’ equity 3,787,308 4,367,711
Non-controlling interests 6,881 19,793
Total Equity 3,794,189 4,387,504
Total Liabilities and Equity $ 19,801,955 $ 24,036,178
Note: The consolidated balance sheets as of December 31, 2024 and 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 December 31, 2024 and 2023, assets of the consolidated VIEs totaled $ 2.4 billion and $ 3.0 billion, respectively, and liabilities of the consolidated VIEs totaled $ 2.0 billion and $ 2.5 billion, respectively. Refer to Note 20 for additional discussion of the VIEs.
See accompanying notes to consolidated financial statements.
F-6
Blackstone Mortgage Trust, Inc.
Consolidated Statements of Operations
(in thousands, except share and per share data)
Year Ended December 31,
2024 2023 2022
Income from loans and other investments
Interest and related income $ 1,769,043 $ 2,037,621 $ 1,338,954
Less: Interest and related expenses 1,289,972 1,366,956 710,904
Income from loans and other investments, net 479,071 670,665 628,050
Revenue from real estate owned 13,040 — —
Gain on extinguishment of debt 5,352 4,616 —
Other income 1,064 — —
Total net revenues 498,527 675,281 628,050
Expenses
Management and incentive fees 74,792 119,089 110,292
General and administrative expenses 53,922 51,143 52,193
Expenses from real estate owned 22,060 — —
Other expenses
5,663 — —
Total expenses
156,437 170,232 162,485
Increase in current expected credit loss reserve ( 538,801 ) ( 249,790 ) ( 211,505 )
Loss from unconsolidated entities
( 2,748 ) — —
(Loss) income before income taxes ( 199,459 ) 255,259 254,060
Income tax provision 2,374 5,362 3,003
Net (loss) income ( 201,833 ) 249,897 251,057
Net income attributable to non-controlling interests ( 2,255 ) ( 3,342 ) ( 2,415 )
Net (loss) income attributable to Blackstone Mortgage Trust, Inc. $ ( 204,088 ) $ 246,555 $ 248,642
Net (loss) income per share of common stock, basic and diluted $ ( 1.17 ) $ 1.43 $ 1.46
Weighted-average shares of common stock outstanding, basic and diluted
173,782,523 172,672,038 170,631,410
See accompanying notes to consolidated financial statements.
F-7
Blackstone Mortgage Trust, Inc.
Consolidated Statements of Comprehensive Income
(in thousands)
Year Ended December 31,
2024 2023 2022
Net (loss) income $ ( 201,833 ) $ 249,897 $ 251,057
Other comprehensive (loss) income
Unrealized (loss) gain on foreign currency translation
( 89,460 ) 75,339 ( 171,652 )
Realized and unrealized gain (loss) on derivative financial instruments
88,274 ( 75,907 ) 173,366
Other comprehensive (loss) income
( 1,186 ) ( 568 ) 1,714
Comprehensive (loss) income ( 203,019 ) 249,329 252,771
Comprehensive income attributable to non-controlling interests ( 2,255 ) ( 3,342 ) ( 2,415 )
Comprehensive (loss) income attributable to Blackstone Mortgage Trust, Inc. $ ( 205,274 ) $ 245,987 $ 250,356
See accompanying notes to consolidated financial statements.
F-8
Blackstone Mortgage Trust, Inc.
Consolidated Statements of Changes in Equity (in thousands)
Blackstone Mortgage Trust, Inc.
Class A
Common
Stock Additional Paid-
In Capital
Accumulated Other
Comprehensive
Income (Loss )
Accumulated
Deficit
Stockholders’
Equity
Non-Controlling
Interests
Total
Equity
Balance at December 31, 2021
$ 1,682 $ 5,373,029 $ 8,308 $ ( 794,832 ) $ 4,588,187 $ 30,524 $ 4,618,711
Adoption of ASU 2020-06 — ( 2,431 ) — 1,954 ( 477 ) — ( 477 )
Shares of class A common stock issued, net 23 70,628 — — 70,651 — 70,651
Restricted class A common stock earned 12 32,712 — — 32,724 — 32,724
Dividends reinvested — 1,176 — — 1,176 — 1,176
Deferred directors’ compensation — 690 — — 690 — 690
Net income — — — 248,642 248,642 2,415 251,057
Other comprehensive income — — 1,714 — 1,714 — 1,714
Dividends declared on common stock and deferred stock units, $ 2.48 per share
— — — ( 424,513 ) ( 424,513 ) — ( 424,513 )
Contributions from non-controlling interests — — — — — 5,040 5,040
Distributions to non-controlling interests — — — — — ( 12,573 ) ( 12,573 )
Balance at December 31, 2022
$ 1,717 $ 5,475,804 $ 10,022 $ ( 968,749 ) $ 4,518,794 $ 25,406 $ 4,544,200
Restricted class A common stock earned 15 29,960 — — 29,975 — 29,975
Dividends reinvested — 1,015 — — 1,015 — 1,015
Deferred directors’ compensation — 680 — — 680 — 680
Net income — — — 246,555 246,555 3,342 249,897
Other comprehensive loss — — ( 568 ) ( 568 ) — ( 568 )
Dividends declared on common stock and deferred stock units, $ 2.48 per share
— — — ( 428,740 ) ( 428,740 ) — ( 428,740 )
Distributions to non-controlling interests — — — — — ( 8,955 ) ( 8,955 )
Balance at December 31, 2023
$ 1,732 $ 5,507,459 $ 9,454 $ ( 1,150,934 ) $ 4,367,711 $ 19,793 $ 4,387,504
Repurchases of class A common
stock
( 16 ) ( 29,217 ) — — ( 29,233 ) — ( 29,233 )
Restricted class A common stock earned 12 30,957 — — 30,969 — 30,969
Dividends reinvested — 995 — — 995 — 995
Deferred directors’ compensation — 859 — — 859 — 859
Net (loss) income — — — ( 204,088 ) ( 204,088 ) 2,255 ( 201,833 )
Other comprehensive loss — — ( 1,186 ) — ( 1,186 ) — ( 1,186 )
Dividends declared on common stock and deferred stock units, $ 2.18 per share
— — — ( 378,719 ) ( 378,719 ) — ( 378,719 )
Contributions from non-controlling interests — — — — — 1,245 1,245
Distributions to non-controlling interests — — — — — ( 16,412 ) ( 16,412 )
Balance at December 31, 2024
$ 1,728 $ 5,511,053 $ 8,268 $ ( 1,733,741 ) $ 3,787,308 $ 6,881 $ 3,794,189
See accompanying notes to consolidated financial statements.
F-9
Blackstone Mortgage Trust, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2024 2023 2022
Cash flows from operating activities
Net (loss) income $ ( 201,833 ) $ 249,897 $ 251,057
Adjustments to reconcile net (loss) income to net cash provided by operating activities
Non-cash compensation expense 31,828 30,655 33,414
Amortization of deferred fees on loans and debt securities
( 64,133 ) ( 78,428 ) ( 81,748 )
Amortization of deferred financing costs and premiums/discounts on debt obligations 42,955 54,264 50,020
Payment-in-kind interest, net of interest received ( 16,660 ) ( 2,865 ) —
Increase in current expected credit loss reserve 538,801 249,790 211,505
Straight-line rental income 151 — —
Gain on extinguishment of debt ( 5,352 ) ( 4,616 ) —
Depreciation and amortization of real estate owned 9,407 — —
Loss from unconsolidated entities
2,748 — —
Unrealized loss on assets denominated in foreign currencies, net — — ( 31 )
Unrealized (gain) loss on derivative financial instruments, net ( 2,075 ) 2,769 ( 4,339 )
Realized gain on derivative financial instruments, net ( 9,987 ) ( 28,202 ) ( 15,609 )
Changes in assets and liabilities, net
Other assets 45,170 ( 20,666 ) ( 106,372 )
Other liabilities ( 4,567 ) 6,243 58,928
Net cash provided by operating activities 366,453 458,841 396,825
Cash flows from investing activities
Principal fundings of loans receivable ( 1,356,208 ) ( 1,344,130 ) ( 6,810,218 )
Principal collections, sales proceeds, and cost-recovery proceeds from loans receivable and debt securities
4,790,510 2,840,467 3,254,595
Origination and other fees received on loans receivable 31,693 17,992 74,930
Payments under derivative financial instruments ( 150,027 ) ( 233,544 ) ( 23,057 )
Receipts under derivative financial instruments 90,221 163,682 353,325
Collateral deposited under derivative agreements ( 191,780 ) ( 352,120 ) ( 217,220 )
Return of collateral deposited under derivative agreements 290,470 351,730 114,110
Investment in unconsolidated entities
( 7,200 ) — —
Capital expenditures on real estate owned ( 590 ) — —
Net cash provided by (used in) investing activities 3,497,089 1,444,077 ( 3,253,535 )
continued…
See accompanying notes to consolidated financial statements.
F-10
Blackstone Mortgage Trust, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2024 2023 2022
Cash flows from financing activities
Borrowings under secured debt $ 1,433,578 $ 1,636,899 $ 5,282,882
Repayments under secured debt ( 4,176,428 ) ( 2,742,450 ) ( 3,578,806 )
Repayments of securitized debt obligations
( 666,004 ) ( 166,027 ) ( 182,084 )
Borrowings under asset-specific debt 224,014 292,019 770,665
Repayments under asset-specific debt — ( 239,037 ) ( 208,644 )
Proceeds from sale of loan participations — 100,692 245,278
Repayments of loan participations ( 235,960 ) — —
Net proceeds from term loan borrowings 646,750 — 807,750
Repayments and repurchases of term loans ( 1,020,785 ) ( 21,997 ) ( 17,053 )
Proceeds from issuance of senior secured notes 450,000 — —
Repurchases of senior secured notes
( 27,222 ) ( 28,945 ) —
Net proceeds from issuance of convertible notes — — 294,000
Repayments and repurchases of convertible notes ( 31,424 ) ( 220,000 ) ( 402,500 )
Payment of deferred financing costs ( 30,787 ) ( 23,215 ) ( 45,996 )
Contributions from non-controlling interests 1,245 — 5,040
Distributions to non-controlling interests ( 16,412 ) ( 8,955 ) ( 12,573 )
Net proceeds from issuance of class A common stock — — 70,651
Dividends paid on class A common stock ( 404,016 ) ( 426,927 ) ( 421,386 )
Repurchases of class A common stock ( 29,233 ) — —
Net cash used in financing activities ( 3,882,684 ) ( 1,847,943 ) 2,607,224
Net (decrease) increase in cash and cash equivalents ( 19,142 ) 54,975 ( 249,486 )
Cash and cash equivalents at beginning of year
350,014 291,340 551,154
Effects of currency translation on cash and cash equivalents ( 7,389 ) 3,699 ( 10,328 )
Cash and cash equivalents at end of year
$ 323,483 $ 350,014 $ 291,340
Supplemental disclosure of cash flows information
Payments of interest $ ( 1,261,379 ) $ ( 1,292,598 ) $ ( 608,259 )
Payments of income taxes $ ( 4,483 ) $ ( 6,668 ) $ ( 676 )
Supplemental disclosure of non-cash investing and financing activities
Dividends declared, not paid $ ( 81,214 ) $ ( 107,390 ) $ ( 106,455 )
Loan principal payments held by servicer, net $ 109,457 $ 48,287 $ 7,425
Transfer of senior loan to real estate owned $ 590,937 $ — $ —
Assumption of other assets and liabilities related to real estate owned
$ 168,249 $ — $ —
Accrued capital expenditures on real estate owned $ 1,176 $ — $ —
See accompanying notes to consolidated financial statements.
F-11
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements
1. ORGANIZATION
References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us” or “our” refer to Blackstone Mortgage Trust, Inc., a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.
Blackstone Mortgage Trust is a real estate finance company that originates, acquires, and manages senior loans and other debt or credit-oriented investments collateralized by or relating to commercial real estate in North America, Europe, and Australia. Our portfolio is composed primarily of senior loans secured by high-quality, institutional assets located in major markets, and sponsored by experienced, well-capitalized real estate investment owners and operators. We finance our investments in a variety of ways, including borrowing under our credit facilities, issuing collateralized loan obligations, or CLOs, or single-asset securitizations, asset-specific financings, syndicating senior loan participations, and corporate financing, depending on our view of the most prudent financing option available for each of our investments. We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” Our principal executive offices are located at 345 Park Avenue, 24th Floor, New York, New York 10154.
We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain an exclusion from registration under the Investment Company Act of 1940, as amended. We are organized as a holding company and conduct our business primarily through our various subsidiaries.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and include, on a consolidated basis, our accounts, the accounts of our wholly-owned subsidiaries, majority-owned subsidiaries, and variable interest entities, or VIEs, of which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.
Principles of Consolidation
We consolidate all entities that we control through either majority ownership or voting rights. In addition, we consolidate all VIEs of which we are considered the primary beneficiary. VIEs are defined as entities in which equity investors (i) do not have an interest with the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. Entities that do not qualify as VIEs are generally considered voting interest entities (“VOEs”) and are evaluated for consolidation under the voting interest model. VOEs are consolidated when we control the entity through a majority voting interest or other means.
For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities, and operations of each joint venture is included in non-controlling interests as a component of total equity. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage.
When the requirements for consolidation are not met and we have significant influence over the operations of the entity, the investment is accounted for under the equity method of accounting. Investments in unconsolidated entities are initially recorded at cost and subsequently adjusted for our pro-rata share of net income, contributions and distributions.
We review our investments in unconsolidated entities for impairment each quarter or when there is an event or change in circumstances that indicates a decrease in value. If there is a decrease in value due to a series of operating losses or other factors, the investment is evaluated to determine if the loss in value is considered other than temporary. Although a current fair value below the carrying value of the investment is an indicator of impairment, we will only recognize an impairment if the loss in value is determined to be an other than temporary impairment. If an impairment is determined to be other than temporary, we will record an impairment charge sufficient to reduce the investment’s carrying value to its fair value, which would result in a new cost basis. This new cost basis will be used for future periods when recording subsequent income or loss and cannot be written up to a higher value as a result of increases in fair value.
F-12
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
In 2017, we entered into a joint venture, or our Multifamily Joint Venture, with Walker & Dunlop Inc. to originate, hold, and finance multifamily bridge loans. Pursuant to the terms of the agreements governing the joint venture, Walker & Dunlop contributed 15 % of the venture’s equity capital and we contributed 85 %. We consolidate the Multifamily Joint Venture as we have a controlling financial interest. The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are owned by Walker & Dunlop. A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on Walker & Dunlop’s pro rata ownership of our Multifamily Joint Venture.
In 2024, we entered into a joint venture, which we refer to as our Net Lease Joint Venture, with a Blackstone-advised investment vehicle to invest in triple net lease properties. We do not consolidate the Net Lease Joint Venture as we do not have a controlling financial interest. Our investment in the Net Lease Joint Venture is accounted for under the equity method, and is recorded in investment in unconsolidated entities on our consolidated balance sheets, and our pro-rata share of income (loss) is recorded in Income (loss) from unconsolidated entities on our consolidated statements of operations.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ materially from those estimates.
Revenue Recognition
Interest income from our loans receivable portfolio is recognized over the life of each loan using the effective interest method and is recorded on the accrual basis. Recognition of fees, premiums, and discounts associated with these investments is deferred and recorded over the term of the loan as an adjustment to yield. Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in our opinion, recovery of income and principal becomes doubtful. Interest received is then recorded as income or as a reduction in the amortized cost basis, based on the specific facts and circumstances, until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. In addition, for loans we originate, the related origination expenses are deferred and recognized as a reduction to interest income, however expenses related to loans we acquire are included in general and administrative expenses as incurred.
Cash and Cash Equivalents
Cash and cash equivalents represent cash held in banks and liquid investments with original maturities of three months or less. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. We have not experienced, and do not expect, any losses on our cash or cash equivalents. As of both December 31, 2024 and 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 $ 482.2 million and $ 640.6 million as of December 31, 2024 and 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. Cash in these Servicing Accounts will be transferred by the respective third-party servicer to the borrower or us under the terms of the applicable loan agreement upon occurrence of certain future events. We do not generate any revenue or incur any expenses as a result of these Servicing Accounts.
Loans Receivable
We originate and purchase commercial real estate debt and related instruments generally to be held as long-term investments at amortized cost.
Current Expected Credit Losses Reserve
The current expected credit loss, or CECL, reserve required under the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 326 “Financial Instruments – Credit Losses,” or ASC 326, reflects our current estimate of potential credit losses related to our loans and notes receivable included in our consolidated balance
F-13
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
sheets. Changes to the CECL reserves are recognized through net income on our consolidated statements of operations. While ASC 326 does not require any particular method for determining the CECL reserves, it does specify the reserves should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan. In addition, other than a few narrow exceptions, ASC 326 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the principle underlying the CECL model that all loans and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.
We estimate our CECL reserves primarily using the Weighted-Average Remaining Maturity, or WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in FASB Staff Q&A Topic 326, No. 1. The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to each of our loans over their expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. We apply the WARM method for the majority of our loan portfolio, which consists of loans that share similar risk characteristics. In certain instances, for loans with unique risk characteristics, we may instead use a probability-weighted model that considers the likelihood of default and expected loss given default for each such individual loan.
Application of the WARM method to estimate CECL reserves requires judgment, including (i) the appropriate historical loan loss reference data, (ii) the expected timing and amount of future loan fundings and repayments, and (iii) the current credit quality of our portfolio and our expectations of performance and market conditions over the relevant time period. 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 November 30, 2024. Within this database, we focused our historical loss reference calculations on the most relevant subset of available CMBS data, which we determined based on loan metrics that are most comparable to our loan portfolio including asset type, geography, and origination loan-to-value, or LTV. We believe this CMBS data, which includes month-over-month loan and property performance, is the most relevant, available, and comparable dataset to our portfolio.
Our loans typically include commitments to fund incremental proceeds to our borrowers over the life of the loan. These future funding commitments are also subject to the CECL model. The CECL reserve related to future loan fundings is recorded as a component of other liabilities on our consolidated balance sheets. This CECL reserve is estimated using the same process outlined above for our outstanding loan balances, and changes in this component of the CECL reserve will similarly impact our consolidated net income. For both the funded and unfunded portions of our loans, we consider our internal risk rating of each loan as the primary credit quality indicator underlying our assessment.
The CECL reserves are measured on a collective basis wherever similar risk characteristics exist within a pool of similar assets. We have identified the following pools and measure the reserve for credit losses using the following methods:
• U.S. Loans : WARM method that incorporates a subset of historical loss data, expected weighted-average remaining maturity of our loan pool, and an economic view.
• Non-U.S. Loans : WARM method that incorporates a subset of historical loss data, expected weighted-average remaining maturity of our loan pool, and an economic view.
• Unique Loans : a probability of default and loss given default model, assessed on an individual basis.
• Impaired Loans : impairment is indicated when it is deemed probable that we will not be able to collect all amounts due to us pursuant to the contractual terms of the loan. Determining that a loan is impaired requires significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to be impaired, we record the impairment as a component of our CECL reserves by applying the practical expedient for collateral dependent loans. The CECL reserves are assessed on an individual basis for these loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by us. Actual losses, if any, could ultimately differ materially from these estimates. We only expect to charge-off the impairment losses in our consolidated financial statements prepared in accordance with GAAP if and when such amounts are deemed non-recoverable. This is generally at the time a loan is repaid or foreclosed. However, non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected.
F-14
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Contractual Term and Unfunded Loan Commitments
Expected credit losses are estimated over the contractual term of each loan, adjusted for expected repayments. As part of our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for purposes of computing our CECL reserves.
Additionally, the expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments. The CECL reserve for unfunded loan commitments is adjusted quarterly, as we consider the expected timing of future funding obligations over the estimated life of the loan. The considerations in estimating our CECL reserve for unfunded loan commitments are similar to those used for the related outstanding loans receivable.
Credit Quality Indicator
Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve. We perform a quarterly risk review of our portfolio of loans, and assign each loan a risk rating based on a variety of factors, including, without limitation, origination LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. Based on a 5-point scale, our loans are rated “l” through “5,” from less risk to greater risk, relative to our loan portfolio in the aggregate, which ratings are defined as follows:
1 - Very Low Risk
2 - Low Risk
3 - Medium Risk
4 - High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss.
5 - Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.
Estimation of Economic Conditions
In addition to the WARM method computations and probability-weighted models described above, our CECL reserves are also adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, expectations of inflation and/or recession, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term. In addition to the CMBS data we have licensed from Trepp LLC, we have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on our loan portfolio’s performance. We generally also incorporate information from other sources, including information and opinions available to our Manager, to further inform these estimations. This process requires significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of December 31, 2024.
Real Estate Owned
We may assume legal title or physical possession of the collateral underlying a loan through a foreclosure or the execution of a deed-in-lieu of foreclosure. These real estate acquisitions are classified as real estate owned, or REO, on our consolidated balance sheet and are initially recognized at fair value on the acquisition date in accordance with the ASC Topic 805, “Business Combinations.”
Upon acquisition of REO, we assess the fair value of acquired tangible and intangible assets, which may include land, buildings, tenant improvements, “above-market” and “below-market” leases, acquired in-place leases, other identified intangible assets and assumed liabilities, as applicable, and allocate the fair value to the acquired assets and assumed liabilities. We assess and consider fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that we deem appropriate, as well as other available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions. We capitalize acquisition-related costs associated with asset acquisitions.
F-15
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Real estate assets held for investment, except for land, are depreciated using the straight-line method over the assets’ estimated useful lives of up to 40 years for buildings and 10 years for tenant improvements. Renovations and/or replacements that improve or extend the life of the asset are capitalized and depreciated over their estimated useful lives. 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.
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 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. 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 December 31, 2024, we had seven REO assets which were all classified as held for investment.
Agency Multifamily Lending Partnership
In the second quarter of 2024, we entered into an agreement with M&T Realty Capital Corporation, or MTRCC, a subsidiary of M&T Bank, that allows our borrowers to access multifamily agency financing through MTRCC’s Fannie Mae DUS and Freddie Mac Optigo lending platforms, or the Agency Multifamily Lending Partnership. We will receive a portion of origination, servicing, and other fees for loans that we refer to MTRCC for origination under both the Fannie Mae and Freddie Mac programs. Additionally, we will share in losses with MTRCC and Fannie Mae on loans that we refer to MTRCC for origination under the Fannie Mae program.
Revenue Recognition
For loans that we refer to MTRCC for origination under both the Fannie Mae and Freddie Mac programs, we recognize our allocable portion of origination, servicing, and other fees in other income when we have satisfied our performance obligations in accordance with the "Revenue from Contracts with Customers" Topic of the FASB, or ASC 606. Our performance obligations are generally satisfied when the loan is referred by us to MTRCC and subsequently originated and sold under the Fannie Mae and Freddie Mac programs. A portion of the fees recognized, such as servicing fees, are variable and will be reevaluated for collectability on a recurring basis.
Loss-sharing Agreement
Pursuant to our agreement with MTRCC, we are subject to a loss-sharing obligation with respect to MTRCC’s obligation to partially guarantee the performance of loans that they originate and sell under the Fannie Mae program. This loss-sharing agreement requires us to fund a fixed amount of cash into a segregated account based on the amount MTRCC is required to fund under the Fannie Mae program, with respect to loans we referred to MTRCC.
In addition, we will recognize a liability for these loss-sharing obligations. This liability will be initially recognized at fair value with a corresponding expense at inception, and it will subsequently be amortized on a straight-line basis over the life of the loss-sharing obligation. This liability is included within other liabilities in our consolidated balance sheets. Our maximum loss-sharing obligation associated with the loans referred by us to MTRCC under the Fannie Mae program was $ 3.5 million as of December 31, 2024, and we have recorded a related liability of $ 20,000 as of December 31, 2024. We had no loss-sharing obligations or related liabilities as of December 31, 2023. There have been no losses incurred as a result of the loss-sharing obligations.
Derivative Financial Instruments
We classify all derivative financial instruments as either other assets or other liabilities on our consolidated balance sheets at fair value.
F-16
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
On the date we enter into a derivative contract, we designate each contract as (i) a hedge of a net investment in a foreign operation, or net investment hedge, (ii) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability, or cash flow hedge, (iii) a hedge of a recognized asset or liability, or fair value hedge, or (iv) a derivative instrument not to be designated as a hedging derivative, or non-designated hedge. For all derivatives other than those designated as non-designated hedges, we formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction.
On a quarterly basis, we also formally assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in net income prospectively. Our net investment hedges are assessed using a method based on changes in spot exchange rates. Gains and losses, representing hedge components excluded from the assessment of effectiveness, are recognized in interest income on our consolidated statements of operations over the contractual term of our net investment hedges on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. All other changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of accumulated other comprehensive income (loss) on our consolidated financial statements. Deferred gains and losses are reclassified out of accumulated other comprehensive income (loss) and into net income in the same period or periods during which the hedged transaction affects earnings, and are presented in the same line item as the earnings effect of the hedged item. For cash flow hedges, this is typically when the periodic swap settlements are made, while for net investment hedges, this occurs when the hedged item is sold or substantially liquidated. To the extent a derivative does not qualify for hedge accounting and is deemed a non-designated hedge, the changes in its fair value are included in net income concurrently.
Proceeds or payments from periodic settlements of derivative instruments are classified on our consolidated statement of cash flows in the same section as the underlying hedged item.
Secured Debt and Asset-Specific Debt
We record investments financed with secured debt or asset-specific debt as separate assets and the related borrowings under any secured debt or asset-specific debt are recorded as separate liabilities on our consolidated balance sheets. Interest income earned on the investments and interest expense incurred on the secured debt or asset-specific debt are reported separately on our consolidated statements of operations.
Loan Participations Sold
In certain instances, we have executed a syndication of a non-recourse loan interest to a third-party. Depending on the particular structure of the syndication, the loan interest may remain on our GAAP balance sheet or, in other cases, the sale will be recognized and the loan interest will no longer be included in our consolidated financial statements. When these sales are not recognized under GAAP we reflect the transaction by recording a loan participation sold liability on our consolidated balance sheet, however this gross presentation does not impact stockholders’ equity or net income. When the sales are recognized, our balance sheet only includes our remaining loan interest, and excludes the interest in the loan that we sold.
Term Loans
We record our term loans as liabilities on our consolidated balance sheets. Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the term loans as additional non-cash interest expense.
Senior Secured Notes
We record our senior secured notes as liabilities on our consolidated balance sheets. Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the senior secured notes as additional non-cash interest expense.
F-17
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Convertible Notes
Convertible note proceeds, unless issued with a substantial premium or an embedded conversion feature, are classified as debt. Additionally, shares issuable under our convertible notes are included in diluted earnings per share in our consolidated financial statements, if the effect is dilutive, using the if-converted method, regardless of settlement intent. Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the convertible notes as additional non-cash interest expense.
Deferred Financing Costs
The deferred financing costs that are included as a reduction in the net book value of the related liability on our consolidated balance sheets include issuance and other costs related to our debt obligations. These costs are amortized as interest expense using the effective interest method over the life of the related obligations.
Underwriting Commissions and Offering Costs
Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred.
Fair Value of Financial Instruments
The “Fair Value Measurements and Disclosures” Topic o f the FASB, or ASC 820, defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements under GAAP. Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date.
ASC 820 also establishes a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring financial instruments. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination, as follows:
• Level 1: Generally includes only unadjusted quoted prices that are available in active markets for identical financial instruments as of the reporting date.
• Level 2: Pricing inputs include quoted prices in active markets for similar instruments, quoted prices in less active or inactive markets for identical or similar instruments where multiple price quotes can be obtained, and other observable inputs, such as interest rates, yield curves, credit risks, and default rates.
• Level 3: Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. These inputs require significant judgment or estimation by management of third-parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2.
Certain of our other assets are reported at fair value, as of quarter-end, either (i) on a recurring basis or (ii) on a nonrecurring basis, as a result of impairment or other events. Our assets that are recorded at fair value are discussed further in Note 19. We generally value our assets recorded at fair value by either (i) discounting expected cash flows based on assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from third-parties. For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our estimation of the fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors.
As of December 31, 2024, we had an aggregate $ 580.7 million asset-specific CECL reserve related to 13 of our loans receivable with an aggregate amortized cost basis of $ 1.8 billion, net of cost-recovery proceeds. The CECL reserve was
F-18
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
recorded based on our estimation of the fair value of the loans' aggregate underlying collateral as of December 31, 2024. These loans receivable are therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and are classified as Level 3 assets in the fair value hierarchy. We estimated the fair value of the collateral underlying the loans receivable by considering a variety of inputs including property performance, market data, and comparable sales, as applicable. The significant unobservable inputs used include the exit capitalization rate assumption used to forecast the future sale price of the underlying real estate collateral, which ranged from 6.00 % to 8.55 %, and the unlevered discount rate, which ranged from 7.72 % to 15.00 %.
In the year ended December 31, 2024, we acquired legal title or otherwise consolidated seven REO assets. At the time of each acquisition or consolidation, we determined the fair value of each real estate asset 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. The REO assets were measured at fair value on a nonrecurring basis using significant unobservable inputs and are classified as Level 3 assets in the fair value hierarchy. The significant unobservable inputs used include the exit capitalization rate assumptions used to forecast the future sale price of the assets, which ranged from 6.00 % to 8.00 %, as well as the discount rate, which ranged from 7.50 % to 10.00 %. Refer to Note 4 and Note 19 for additional information.
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.
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:
• Cash and cash equivalents: The carrying amount of cash and cash equivalents approximates fair value.
• Loans receivable, net: The fair values of these loans were estimated using a discounted cash flow methodology, taking into consideration various factors including capitalization rates, discount rates, leasing, credit worthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors.
• Derivative financial instruments: The fair value of our foreign currency and interest rate contracts was estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising foreign currency rates and credit spreads.
• Secured debt, net: The fair value of these instruments was estimated based on the rate at which a similar credit facility would currently be priced.
• Securitized debt obligations, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.
• Asset-specific debt, net: The fair value of these instruments was estimated based on the rate at which a similar agreement would currently be priced.
• Loan participations sold, net: The fair value of these instruments was estimated based on the value of the related loan receivable asset.
• Term loans, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.
• Senior secured notes, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.
• Convertible notes, net: Each series of the convertible notes is actively traded and their fair values were obtained using quoted market prices.
F-19
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Income Taxes
Our financial results generally do not reflect provisions for current or deferred income taxes on our REIT taxable income. We believe that we operate in a manner that will continue to allow us to be taxed as a REIT and, as a result, we generally do not expect to pay substantial corporate level taxes other than those payable by our taxable REIT subsidiaries. If we were to fail to meet these requirements, we may be subject to federal, state, and local income tax on current and past income, and penalties. Refer to Note 17 for additional information.
Stock-Based Compensation
Our stock-based compensation consists of awards issued to our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors that vest over the life of the awards, as well as deferred stock units issued to certain members of our board of directors. Stock-based compensation expense is recognized for these awards in net income on a variable basis over the applicable vesting period of the awards, based on the value of our class A common stock. Refer to Note 18 for additional information.
Earnings per Share
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.
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. Refer to Note 15 for additional discussion of earnings per share.
Foreign Currency
In the normal course of business, we enter into transactions not denominated in United States, or U.S., dollars. Foreign exchange gains and losses arising on such transactions are recorded as a gain or loss in our consolidated statements of operations. In addition, we consolidate entities that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated subsidiaries are recorded in other comprehensive income (loss).
Recent Accounting Pronouncements
In November 2024, the FASB issued Account Standards Update, or ASU, 2024-04 “Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments,”, or ASU 2024-04. ASU 2024-04 clarifies the accounting treatment for settlement of a convertible debt instrument as an induced conversion. ASU 2024-04 is effective on a prospective basis, with the option for retrospective application, for fiscal years beginning after December 15, 2025.We have not early adopted ASU 2024-04 and do not expect the adoption of ASU 2024-04 to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU, 2024-03 “Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,”, or ASU 2024-03. ASU 2024-03 requires disclosures in the notes to the financial statements on specified information about certain costs and expenses for each interim and annual reporting period. ASU 2024-03 is effective on either a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026, for interim periods within fiscal years beginning after December 15, 2027, and early adoption is permitted. We have not early adopted ASU 2024-03 and do not expect the adoption of ASU 2024-03 to have a material impact on our consolidated financial statements.
F-20
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on an entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. We have not early adopted ASU 2023-09 and do not expect the adoption of ASU 2023-09 to have a material impact on our consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” or ASU 2023-07. ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The adoption of ASU 2023-07 did not have a material impact on our consolidated financial statements. See Note 23 for the required disclosures.
3. LOANS RECEIVABLE, NET
The following table details overall statistics for our loans receivable portfolio ($ in thousands):
December 31, 2024 December 31, 2023
Number of loans 130 178
Principal balance $ 19,203,126 $ 23,923,719
Net book value $ 18,313,582 $ 23,210,076
Unfunded loan commitments (1)
$ 1,263,068 $ 2,430,664
Weighted-average cash coupon (2)
+ 3.46 % + 3.37 %
Weighted-average all-in yield (2)
+ 3.78 % + 3.71 %
Weighted-average maximum maturity (years) (3)
2.1 2.5
(1) Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.
(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 December 31, 2024, substantially all of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR. As of December 31, 2023, 99 % of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR and the remaining 1 % of our loans earned a fixed rate of interest. Floating rate exposure as of December 31, 2023 includes an interest rate swap we entered into with a notional amount of $ 229.9 million that effectively converted certain of our fixed rate loan exposure to floating rate exposure. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.
(3) Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any. As of December 31, 2024, 10 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 90 % 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.
F-21
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
The following table details the index rate floors for our loans receivable portfolio as of December 31, 2024 ($ in thousands):
Loans Receivable Principal Balance
Index Rate Floors USD Non-USD (1)
Total
Fixed Rate $ 61,750 $ — $ 61,750
0.00% or no floor (2)
3,764,292 4,604,726 8,369,018
0.01% to 1.00% floor 3,928,566 372,619 4,301,185
1.01% to 2.00% floor 1,570,804 905,095 2,475,899
2.01% to 3.00% floor 2,049,477 508,068 2,557,545
3.01% or more floor 1,247,235 190,494 1,437,729
Total (3)
$ 12,622,124 $ 6,581,002 $ 19,203,126
(1) Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, and Swiss Franc currencies.
(2) Includes all impaired loans.
(3) As of December 31, 2024, the weighted-average index rate floor of our loans receivable principal balance was 1.02 %. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 1.63 %.
Activity relating to our loans receivable portfolio was as follows ($ in thousands):
Principal
Balance
Deferred Fees /
Other Items (1)
Net Book
Value
Loans Receivable, as of December 31, 2022
$ 25,160,343 $ ( 142,463 ) $ 25,017,880
Loan fundings 1,344,130 — 1,344,130
Loan repayments, sales, and cost-recovery proceeds ( 2,871,423 ) ( 52,978 ) ( 2,924,401 )
Payment-in-kind interest, net of interest received 2,865 — 2,865
Unrealized gain (loss) on foreign currency translation 287,804 ( 1,702 ) 286,102
Deferred fees and other items — ( 17,992 ) ( 17,992 )
Amortization of fees and other items — 78,428 78,428
Loans Receivable, as of December 31, 2023
$ 23,923,719 $ ( 136,707 ) $ 23,787,012
Loan fundings 1,356,208 — 1,356,208
Loan repayments, sales, and cost-recovery proceeds ( 4,663,293 ) ( 87,993 ) ( 4,751,286 )
Charge-offs ( 419,849 ) 35,246 ( 384,603 )
Transfer to real estate owned ( 590,937 ) — ( 590,937 )
Transfer to other assets, net (2)
( 70,248 ) — ( 70,248 )
Payment-in-kind interest, net of interest received 16,660 — 16,660
Unrealized (loss) gain on foreign currency translation ( 349,134 ) 1,406 ( 347,728 )
Deferred fees and other items — ( 31,693 ) ( 31,693 )
Amortization of fees and other items — 64,133 64,133
Loans Receivable, as of December 31, 2024
$ 19,203,126 $ ( 155,608 ) $ 19,047,518
CECL reserve ( 733,936 )
Loans Receivable, net, as of December 31, 2024
$ 18,313,582
(1) Other items primarily consist of purchase and sale discounts or premiums, exit fees, deferred origination expenses, and cost-recovery proceeds.
(2) This amount relates to: (i) intangible and other assets recorded in connection with loans that were transferred to REO, net of any liabilities recorded upon acquisition, if any; (ii) a loan that was partially satisfied through the issuance of a note receivable; and (iii) proceeds from loan repayments that are held in escrow, all of which are included within other assets in our consolidated balance sheets. See Note 6 for further information.
F-22
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
The tables below detail the property type and geographic distribution of the properties securing the loans in our portfolio ($ in thousands):
December 31, 2024
Property Type Number of Loans Net
Book Value
Total Loan
Exposure (1)
Net Loan
Exposure (2)
Net Loan Exposure Percentage of
Portfolio
Office 41 $ 7,386,333 $ 7,740,932 $ 5,729,418 33 %
Multifamily 50 5,091,767 5,309,345 4,934,364 29
Hospitality 16 2,768,374 2,812,485 2,663,349 16
Industrial 11 2,030,627 2,039,069 2,000,831 12
Retail 5 555,553 585,221 532,069 3
Life Sciences / Studio 3 342,817 560,564 337,687 2
Other 4 872,047 872,923 836,585 5
Total loans receivable 130 $ 19,047,518 $ 19,920,539 $ 17,034,303 100 %
CECL reserve ( 733,936 )
Loans receivable, net $ 18,313,582
Geographic Location Number of Loans Net
Book Value
Total Loan
Exposure (1)
Net Loan
Exposure (2)
Net Loan Exposure Percentage of
Portfolio
United States
Sunbelt 44 $ 4,520,632 $ 4,663,498 $ 4,084,242 24 %
Northeast 21 4,614,582 4,673,581 3,452,961 20
West 21 1,865,382 2,549,329 1,746,309 10
Midwest 10 997,156 1,006,613 820,858 5
Northwest 4 432,644 435,526 432,794 3
Subtotal 100 12,430,396 13,328,547 10,537,164 62
International
United Kingdom 16 2,916,145 2,877,609 2,839,096 17
Ireland 3 1,050,276 1,055,131 1,048,329 6
Australia 3 920,182 925,106 923,507 5
Spain 3 785,368 786,576 744,287 4
Sweden 1 429,084 430,416 429,724 2
Other Europe 3 455,417 456,102 451,245 4
Other International 1 60,650 61,052 60,951 —
Subtotal 30 6,617,122 6,591,992 6,497,139 38
Total loans receivable 130 $ 19,047,518 $ 19,920,539 $ 17,034,303 100 %
CECL reserve ( 733,936 )
Loans receivable, net $ 18,313,582
(1) Total loan exposure reflects our aggregate exposure to each loan investment. As of December 31, 2024, total loan exposure, includes (i) loans with an outstanding principal balance of $ 19.2 billion that are included in our consolidated financial statements, (ii) $ 817.5 million of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $ 100.1 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 December 31, 2024, which is our total loan exposure net of (i) $ 817.5 million of non-consolidated senior interests, (ii) $ 1.2 billion of asset-specific debt, (iii) $ 106.7 million of cost-recovery proceeds, and (iv) our total loans receivable CECL reserve of $ 733.9 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.
F-23
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
December 31, 2023
Property Type Number of
Loans Net
Book Value Total Loan
Exposure (1)
Net Loan
Exposure (2)
Net Loan Exposure Percentage of
Portfolio
Office 54 $ 9,253,609 $ 10,072,963 $ 7,956,472 36 %
Multifamily 73 5,876,128 5,997,886 5,756,192 26
Hospitality 23 4,161,525 4,194,588 3,804,091 17
Industrial 12 2,189,808 2,201,497 2,190,914 10
Retail 6 814,241 834,825 785,573 4
Life Sciences/Studio 4 385,098 561,517 384,219 2
Other 6 1,106,603 1,107,752 1,074,527 5
Total loans receivable 178 $ 23,787,012 $ 24,971,028 $ 21,951,988 100 %
CECL reserve ( 576,936 )
Loans receivable, net $ 23,210,076
Geographic Location Number of
Loans Net
Book Value Total Loan
Exposure (1)
Net Loan
Exposure (2)
Net Loan Exposure Percentage of
Portfolio
United States
Sunbelt 65 $ 5,658,172 $ 5,786,395 $ 5,402,732 25 %
Northeast 30 5,386,940 5,426,951 4,340,660 20
West 31 3,088,644 4,108,074 2,910,559 13
Midwest 9 944,132 945,222 913,973 4
Northwest 6 382,591 385,978 383,382 2
Subtotal 141 15,460,479 16,652,620 13,951,306 64
International
United Kingdom 20 3,470,120 3,439,678 3,181,489 14
Australia 5 1,429,144 1,437,870 1,432,146 7
Ireland 3 1,191,068 1,197,337 1,188,554 5
Spain 3 1,117,790 1,120,375 1,078,811 5
Sweden 1 474,262 476,718 476,281 2
Other Europe 5 644,149 646,430 643,401 3
Subtotal 37 8,326,533 8,318,408 8,000,682 36
Total loans receivable 178 $ 23,787,012 $ 24,971,028 $ 21,951,988 100 %
CECL reserve ( 576,936 )
Loans receivable, net $ 23,210,076
(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.
(2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31, 2023, which 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, (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.
F-24
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Loan Risk Ratings
As further described in Note 2, we evaluate our loan portfolio on a quarterly basis. In conjunction with our quarterly loan portfolio review, we assess the risk factors of each loan, and assign a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, risk of loss, origination LTV, debt yield, collateral performance, structure, exit plan, and sponsorship. Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2.
The following table allocates the net book value, total loan exposure, and net loan exposure balances based on our internal risk ratings ($ in thousands):
December 31, 2024
Risk
Rating
Number
of Loans
Net
Book Value
Total Loan
Exposure (1)
Net Loan
Exposure (2)
1 11 $ 1,919,280 $ 1,921,416 $ 994,056
2 21 3,346,881 3,354,857 3,349,347
3 65 9,246,692 9,462,122 8,818,346
4 20 2,707,104 3,245,102 2,622,877
5 13 1,827,561 1,937,042 1,249,677
Total loans receivable 130 $ 19,047,518 $ 19,920,539 $ 17,034,303
CECL reserve ( 733,936 )
Loans receivable, net $ 18,313,582
December 31, 2023
Risk
Rating
Number
of Loans
Net
Book Value
Total Loan
Exposure (1)
Net Loan
Exposure (2)
1 15 $ 763,101 $ 811,217 $ 763,223
2 36 6,143,184 6,618,319 5,095,395
3 99 12,277,518 12,573,282 11,964,620
4 15 2,725,930 3,036,837 2,668,025
5 13 1,877,279 1,931,373 1,460,725
Total loans receivable 178 $ 23,787,012 $ 24,971,028 $ 21,951,988
CECL reserve ( 576,936 )
Loans receivable, net $ 23,210,076
(1) Total loan exposure reflects our aggregate exposure to each loan investment. As of December 31, 2024, total loan exposure, includes (i) loans with an outstanding principal balance of $ 19.2 billion that are included in our consolidated financial statements, (ii) $ 817.5 million of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $ 100.1 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements. 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.
(2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31, 2024, which is our total loan exposure net of (i) $ 817.5 million of non-consolidated senior interests, (ii) $ 1.2 billion of asset-specific debt, (iii) $ 106.7 million of cost-recovery proceeds, and (iv) our total loans receivable CECL reserve of $ 733.9 million. 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 December 31, 2024 and 2023, respectively.
F-25
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Current Expected Credit Loss Reserve
The CECL reserves required under GAAP reflect our current estimate of potential credit losses related to the loans included in our consolidated balance sheets. 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 years ended December 31, 2024 and 2023 ($ in thousands):
U.S. Loans (1)
Non-U.S.
Loans Unique
Loans Impaired
Loans Total
Loans Receivable, Net
CECL reserves as of December 31, 2023
$ 78,335 $ 31,560 $ 49,371 $ 417,670 $ 576,936
Increase (decrease) in CECL reserves 1,722 ( 5,419 ) ( 2,284 ) 547,584 541,603
Charge-offs of CECL reserves — — — ( 384,603 ) ( 384,603 )
CECL reserves as of December 31, 2024
80,057 26,141 47,087 580,651 733,936
CECL reserves as of December 31, 2022
$ 67,880 $ 22,519 $ 45,960 $ 189,778 $ 326,137
Increase in CECL reserves 10,455 9,041 3,411 227,892 250,799
CECL reserves as of December 31, 2023
$ 78,335 $ 31,560 $ 49,371 $ 417,670 $ 576,936
(1) Includes one U.S. dollar-denominated loan that is located in Bermuda.
During the year ended December 31, 2024, we recorded a net increase of $ 157.0 million in the CECL reserves against our loans receivable portfolio, due to a $ 541.6 million increase in CECL reserves, offset by charge-offs of our CECL reserves of $ 384.6 million, bringing our total loans receivable CECL reserve to $ 733.9 million as of December 31, 2024. This increase primarily relates to six additional loans that were impaired but not resolved during the year ended December 31, 2024, all 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. This increase in the CECL reserves were partially offset by the resolution and charge-off of the CECL reserves on 13 impaired loans during the year ended December 31, 2024. Additionally, the income accrual was suspended on one additional loan that was impaired during the three months ended December 31, 2024, as the recovery of income and principal was doubtful. During the three months ended December 31, 2024, we recorded $ 3.0 million of interest income on this loan. In addition, our general CECL reserves decreased primarily as a result of loan repayments reducing the size of our portfolio during the year ended December 31, 2024. The $ 384.6 million of charge-offs primarily related to the 13 previously impaired loans that were resolved during the year ended December 31, 2024.
As of December 31, 2024, we had an aggregate $ 580.7 million asset-specific CECL reserve related to 13 of our loans receivable, with an aggregate amortized cost basis of $ 1.8 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 December 31, 2024. No income was recorded on our impaired loans subsequent to determining that they were impaired. During the year ended December 31, 2024, we received an aggregate $ 88.0 million of cash proceeds from such loans that were applied as a reduction to the amortized cost basis of each respective loan.
As of December 31, 2024, one of our performing loans with an amortized cost basis of $ 195.0 million, inclusive of a $ 50.0 million junior loan participation sold, was past its current maturity date, was less than 90 days past due on its interest payment, and had a risk rating of “3.” This loan was not impaired as of December 31, 2024 as the estimated fair value of the underlying collateral exceeded our basis in the loan. As of December 31, 2024, all other borrowers under performing loans were in compliance with the applicable contractual terms of each respective loan, including any required payment of interest. Refer to Note 2 for further discussion of our policies on revenue recognition and our CECL reserves.
F-26
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
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 December 31, 2024 and 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 December 31, 2024
Risk Rating
2024 2023 2022 2021 2020 Prior Total
U.S. loans
1 $ — $ — $ 151,674 $ 245,289 $ 60,240 $ 1,381,858 $ 1,839,061
2 60,651 — 197,153 1,611,856 — — 1,869,660
3 268,408 — 1,599,604 2,160,837 691,097 392,470 5,112,416
4 — — 236,780 1,019,672 — 726,513 1,982,965
5 — — — — — — —
Total U.S. loans $ 329,059 $ — $ 2,185,211 $ 5,037,654 $ 751,337 $ 2,500,841 $ 10,804,102
Non-U.S. loans
1 $ — $ — $ — $ 80,219 $ — $ — $ 80,219
2 — — 500,104 787,660 87,629 101,828 1,477,221
3 — — 594,740 1,126,698 — 1,332,805 3,054,243
4 — — — — — 198,389 198,389
5 — — — — — — —
Total Non-U.S. loans $ — $ — $ 1,094,844 $ 1,994,577 $ 87,629 $ 1,633,022 $ 4,810,072
Unique loans
1 $ — $ — $ — $ — $ — $ — $ —
2 — — — — — — —
3 — — 814,225 — — 265,808 1,080,033
4 — — — — — 525,750 525,750
5 — — — — — — —
Total unique loans $ — $ — $ 814,225 $ — $ — $ 791,558 $ 1,605,783
Impaired loans
1 $ — $ — $ — $ — $ — $ — $ —
2 — — — — — — —
3 — — — — — — —
4 — — — — — — —
5 — — 170,388 367,030 34,214 1,255,929 1,827,561
Total impaired loans $ — $ — $ 170,388 $ 367,030 $ 34,214 $ 1,255,929 $ 1,827,561
Total loans receivable
1 $ — $ — $ 151,674 $ 325,508 $ 60,240 $ 1,381,858 $ 1,919,280
2 60,651 — 697,257 2,399,516 87,629 101,828 3,346,881
3 268,408 — 3,008,569 3,287,535 691,097 1,991,083 9,246,692
4 — — 236,780 1,019,672 — 1,450,652 2,707,104
5 — — 170,388 367,030 34,214 1,255,929 1,827,561
Total loans receivable $ 329,059 $ — $ 4,264,668 $ 7,399,261 $ 873,180 $ 6,181,350 $ 19,047,518
CECL reserve ( 733,936 )
Loans receivable, net $ 18,313,582
Gross charge-offs (2)
— — ( 52,045 ) ( 255,005 ) — ( 77,553 ) $ ( 384,603 )
(1) Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.
(2) Represents charge-offs by year of origination during the year ended December 31, 2024.
F-27
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Net Book Value of Loans Receivable by Year of Origination (1)
As of December 31, 2023
Risk Rating
2023 2022 2021 2020 2019 Prior Total
U.S. loans
1 $ — $ 172,575 $ 443,739 $ 39,877 $ 52,939 $ 53,971 $ 763,101
2 — 195,755 1,883,162 32,179 200,917 1,438,175 3,750,188
3 — 1,870,610 3,730,842 613,688 380,726 359,257 6,955,123
4 — 317,665 924,070 — 193,168 679,885 2,114,788
5 — — — — — — —
Total U.S. loans $ — $ 2,556,605 $ 6,981,813 $ 685,744 $ 827,750 $ 2,531,288 $ 13,583,200
Non-U.S. loans
1 $ — $ — $ — $ — $ — $ — $ —
2 — 1,034,196 1,230,762 93,423 34,615 — 2,392,996
3 — 643,018 1,084,137 — 2,249,931 — 3,977,086
4 — — — — — — —
5 — — — — — — —
Total Non-U.S. loans $ — $ 1,677,214 $ 2,314,899 $ 93,423 $ 2,284,546 $ — $ 6,370,082
Unique loans
1 $ — $ — $ — $ — $ — $ — $ —
2 — — — — — — —
3 — 894,599 — — 264,457 186,253 1,345,309
4 — — — — — 611,142 611,142
5 — — — — — — —
Total unique loans $ — $ 894,599 $ — $ — $ 264,457 $ 797,395 $ 1,956,451
Impaired loans
1 $ — $ — $ — $ — $ — $ — $ —
2 — — — — — — —
3 — — — — — — —
4 — — — — — — —
5 — — 508,264 140,000 — 1,229,015 1,877,279
Total impaired loans $ — $ — $ 508,264 $ 140,000 $ — $ 1,229,015 $ 1,877,279
Total loans receivable
1 $ — $ 172,575 $ 443,739 $ 39,877 $ 52,939 $ 53,971 $ 763,101
2 — 1,229,951 3,113,924 125,602 235,532 1,438,175 6,143,184
3 — 3,408,227 4,814,979 613,688 2,895,114 545,510 12,277,518
4 — 317,665 924,070 — 193,168 1,291,027 2,725,930
5 — — 508,264 140,000 — 1,229,015 1,877,279
Total loans receivable $ — $ 5,128,418 $ 9,804,976 $ 919,167 $ 3,376,753 $ 4,557,698 $ 23,787,012
CECL reserve ( 576,936 )
Loans receivable, net $ 23,210,076
(1) Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.
F-28
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Loan Modifications Pursuant to ASC 326
During the year ended December 31, 2024, we entered into seven loan modifications that require disclosure pursuant to ASC 326. Five of these loans were collateralized by office assets, one was collateralized by a hospitality asset, and one was collateralized by a mixed-use asset.
Loans with a risk rating of “3” and “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 December 31, 2024, no income was recorded on our loans subsequent to determining that they were impaired and risk rated “5.”
Two of the loan modifications included term extensions. For one of the loans, the modification included a term extension of 10 months. The other modification included a term extension of nine months. As of December 31, 2024, the aggregate amortized cost basis of these loans was $ 446.2 million, or 2.3 % of our aggregate loans receivable portfolio, with an aggregate $ 23.9 million of unfunded commitments. These loans were performing pursuant to their modified contractual terms as of December 31, 2024, had risk ratings of “5” as of December 31, 2024, and have asset-specific CECL reserves.
The other five loan modifications included term extensions combined with other-than-insignificant payment delays and/or interest rate reductions. 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 second modification included a term extension of six months , an additional 3.00 % exit fee and the interest rate increased by 4.00 %. The third modification included a term extension of two 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. The fourth loan modification included a term extension of five years , the borrower repaid $ 6.0 million of principal, and the loan was bifurcated into a separate senior loan and mezzanine loan. We are accruing interest on the senior loan, which is paying interest current, and deferring interest on the mezzanine loan that is paying interest in-kind. The fifth loan had a term extension of 4.8 years, the interest rate decreased by 0.10 %, and the loan was bifurcated into a separate senior loan and mezzanine loan. The senior loan is paying interest partially current, and partially in-kind, while the mezzanine loan is paying interest in-kind. We are accruing interest on the portion of the senior loan that is paying current and a portion that is paid in-kind, and deferring interest income recognition on the remaining portion, including the entire mezzanine loan. As of December 31, 2024, the aggregate amortized cost basis of these loans was $ 509.8 million, or 2.7 % of our aggregate loans receivable portfolio, with an aggregate $ 28.6 million of unfunded commitments. The loans were performing pursuant to their contractual terms as of December 31, 2024. As of December 31, 2024, four of these existing loans had a risk rating of “5,” and one of these existing loans had a risk rating of “4.” Of the three newly bifurcated senior loans, two loans had a risk rating of “4,” and one loan had a risk rating of “3.” The newly bifurcated mezzanine loans all had a risk rating of “5.”
Multifamily Joint Venture
As discussed in Note 2, we entered into a Multifamily Joint Venture in April 2017. As of December 31, 2024 and 2023, our Multifamily Joint Venture held $ 43.3 million and $ 612.9 million of loans, respectively, which are included in the loan disclosures above. As of December 31, 2024, our Multifamily Joint Venture also held a $ 32.4 million REO asset, which is included in the REO disclosures in Note 4. As of December 31, 2023, our Multifamily Joint Venture did not hold any REO assets. Refer to Note 2 for additional discussion of our Multifamily Joint Venture.
4. REAL ESTATE OWNED, NET
During the year ended December 31, 2024, we acquired seven REO assets through foreclosure or consolidation, for a total acquisition price of $ 645.7 million. We allocated $ 410.2 million to building and building improvements, $ 180.7 million to land and land improvements, $ 83.3 million to acquired intangible assets, and $ 28.5 million to other components of the purchase price. In aggregate, we charged off $ 228.4 million of CECL reserves relating to these loans, as the loans’ carrying value of $ 922.9 million at the time of acquisition exceeded the acquisition date fair value noted above. See Note 2 for additional discussion of REO.
F-29
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
The acquisition of seven REO assets during the year were accounted for as asset acquisitions under ASC Topic 805 “Business Combinations,” and upon acquisition we recognized each respective property as an REO asset held for investment. The following table presents the REO assets that were acquired during the year ended December 31, 2024 ($ in thousands):
Acquisition Date
Location
Property Type
Acquisition Date Fair Value
March 2024 Mountain View, CA
Office $ 60,203
July 2024 San Antonio, TX
Multifamily
33,607
September 2024 Burlington, MA
Office 64,628
October 2024 Washington, DC
Office 107,016
December 2024 San Francisco, CA
Hospitality 201,530
December 2024 El Segundo, CA
Office 145,363
December 2024 Denver, CO
Office 33,337
Total 645,684
The following table presents the REO assets and liabilities included in our consolidated balance sheets ($ in thousands):
December 31, 2024
Assets
Building and building improvements $ 410,546
Land and land improvements 181,083
Total $ 591,629
Less: accumulated depreciation ( 3,444 )
Real estate owned, net $ 588,185
Intangible real estate assets $ 83,253
Less: accumulated amortization ( 5,964 )
Intangible real estate assets, net (1)
$ 77,289
Liabilities
Intangible real estate liabilities
$ ( 1,420 )
Less: accumulated amortization 1
Intangible real estate liabilities, net (2)
$ ( 1,421 )
(1) Included within other assets on our consolidated balance sheets. Refer to Note 6 for additional information.
(2) Included within other liabilities on our consolidated balance sheets. Refer to Note 6 for additional information.
We recognized revenue from real estate owned of $ 13.0 million during the year ended December 31, 2024, which is included in revenues from real estate owned in our consolidated statements of operations.
We recognized expenses from real estate owned of $ 22.1 million during the year ended December 31, 2024. These expenses consisted of $ 9.2 million of depreciation and amortization expense, and $ 12.8 million of other operating expenses. 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 years ended December 31, 2023 and 2022.
As of December 31, 2023, we did not have any REO assets or liabilities.
F-30
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
The following table presents the undiscounted future minimum rents we expect to receive for our office properties as of December 31, 2024. Leases at our multifamily assets are short term, generally 12 months or less, and are therefore not included. ($ in thousands):
Future Minimum Rents
2025 $ 47,185
2026 35,141
2027 25,745
2028 19,579
2029 17,199
Thereafter
33,976
Total
$ 178,825
The following table presents the amortization of lease intangibles for the year ended December 31, 2024. There was no amortization of lease intangibles during the years ended December 31, 2023 and 2022 ($ in thousands):
Year Ended December 31,
2024
In-place lease intangibles (1)
$ 5,770
Above-market lease intangibles (2)
194
Below-market lease intangibles (2)
( 1 )
Total amortization of lease intangibles
5,963
(1) Included within expenses of real estate owned on our consolidated statements of operations.
(2) Included within revenue from real estate owned on our consolidated statements of operations.
The following table presents the amortization of lease intangibles for each of the succeeding fiscal years ($ in thousands):
In-place lease intangibles
Above-market lease intangibles
Below-market lease intangibles
2025 $ 27,003 $ 4,973 $ ( 330 )
2026 13,645 2,950 ( 282 )
2027 7,395 2,262 ( 254 )
2028 4,525 1,781 ( 174 )
2029 3,686 1,192 ( 138 )
Thereafter
5,662 2,215 ( 243 )
Total
$ 61,916 $ 15,373 $ ( 1,421 )
5. INVESTMENTS IN UNCONSOLIDATED ENTITIES
We hold one investment in the Net Lease Joint Venture, which is accounted for under the equity method of accounting, as our ownership interest in the joint venture does not meet the requirements for consolidation. As of December 31, 2024, the Net Lease Joint Venture did not hold any properties. Refer to Note 2 for additional details.
During the year ended December 31, 2024 we contributed $ 7.2 million to the joint venture, did not receive any distributions, and recorded a $ 2.7 million loss from unconsolidated entities in our consolidated statements of operations, which represents our share of start-up costs incurred. As of December 31, 2024, our investment in unconsolidated entities totaled $ 4.5 million. As of December 31, 2023, we had no investments in unconsolidated entities. There was no income or loss from unconsolidated entities for the years ended December 31, 2023 and 2022.
F-31
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
6. OTHER ASSETS AND LIABILITIES
Other Assets
The following table details the components of our other assets ($ in thousands):
December 31, 2024 December 31, 2023
Accrued interest receivable $ 160,131 $ 214,835
Accounts receivable and other assets (1)
134,030 2,420
Loan portfolio payments held by servicer (2)
113,199 152,423
Real estate intangible assets, net 77,289 —
Derivative assets 72,454 1,890
Other real estate assets
9,338 —
Collateral deposited under derivative agreements 4,810 103,500
Prepaid expenses 1,002 1,020
Total $ 572,253 $ 476,088
(1) Includes $ 95.5 million of cash collateral held by our CLOs that will be subsequently remitted by the trustee to repay a portion of the outstanding senior CLO securities.
(2) 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):
December 31, 2024 December 31, 2023
Accrued dividends payable $ 81,214 $ 107,390
Accrued interest payable 77,855 97,820
Other real estate liabilities
72,018 —
Accrued management and incentive fees payable 18,534 26,342
Accounts payable and other liabilities 13,834 7,265
Current expected credit loss reserves for unfunded loan commitments (1)
10,412 15,371
Derivative liabilities 5,238 94,817
Secured debt repayments pending servicer remittance (2)
3,742 13,526
Total $ 282,847 $ 362,531
(1) Represents the CECL reserve related to our unfunded loan commitments. See Note 2 for further discussion of the CECL reserves.
(2) Represents pending transfers from our third-party loan servicer that were remitted to our banking counterparties during the subsequent remittance cycle.
Current Expected Credit Loss Reserves for Unfunded Loan Commitments
As of December 31, 2024, we had aggregate unfunded commitments of $ 1.3 billion related to 60 loans receivable. The expected credit losses over the contractual period of our loans are 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 22 for further discussion of our unfunded loan commitments. During the year ended December 31, 2024, we recorded a decrease in the CECL reserves related to our unfunded loan commitments of $ 5.0 million, bringing our total unfunded loan commitments CECL reserve to $ 10.4 million as of December 31, 2024. During the year ended December 31, 2023, we recorded a decrease in the CECL reserves related to our unfunded loan commitments of $ 1.0 million, bringing our total unfunded loan commitments CECL reserve to $ 15.4 million as of December 31, 2023.
F-32
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
7. SECURED DEBT, NET
Our secured debt includes our secured credit facilities. During the year ended December 31, 2024, we closed $ 614.1 million of new borrowings against $ 808.9 million of collateral assets.
The following table details our secured debt ($ in thousands):
Secured Debt
Borrowings Outstanding
December 31, 2024 December 31, 2023
Secured credit facilities $ 9,705,529 $ 12,697,058
Deferred financing costs (1)
( 9,195 ) ( 13,963 )
Net book value of secured debt $ 9,696,334 $ 12,683,095
(1) Costs incurred in connection with our secured debt are recorded on our consolidated balance sheets when incurred and recognized as a component of interest expense over the life of each related facility.
Secured Credit Facilities
Our secured credit facilities are bilateral agreements we use to finance diversified pools of senior loan collateral with sufficient flexibility to accommodate our investment and asset management strategy. The facilities are uniformly structured to provide currency, index, and term-matched financing without capital markets based mark-to-market provisions. Our credit facilities are diversified across 14 counterparties, primarily consisting of top global financial institutions to minimize our counterparty risk exposure.
The following table details our secured credit facilities as of December 31, 2024 ($ in thousands):
December 31, 2024
Recourse Limitation
Currency Lenders (1)
Borrowings Wtd. Avg. Maturity (2)
Loan Count Collateral (3)
Wtd. Avg.
Maturity (4)
Wtd. Avg. Range
USD 13 $ 4,796,857 November 2026 85 $ 8,302,871 December 2026 37 % 25 % - 100 %
GBP 6 2,161,978 February 2027 16 2,877,608 February 2027 26 % 25 % - 50 %
EUR 7 1,653,370 October 2026 10 2,260,687 October 2026 40 % 25 % - 100 %
Others (5)
4 1,093,324 April 2028 4 1,366,655 April 2028 25 % 25 %
Total 14 $ 9,705,529 January 2027 115 $ 14,807,821 February 2027 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.
(2) Our secured debt agreements are generally term-matched to their underlying collateral. Therefore, the weighted-average maturity is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective secured credit facility is used.
(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, 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. Certain structural elements of our secured credit facilities, including the limitation on recourse to us and facility economics, are influenced by the specific collateral portfolio construction of each facility, and therefore vary within and among the facilities.
F-33
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
The following tables detail the spread of our secured debt as of December 31, 2024 and 2023 ($ in thousands):
Year Ended December 31, 2024 December 31, 2024
Spread (1)
New Financings (2)
Total
Borrowings
Wtd. Avg.
All-in Cost (1)(3)(4)
Collateral (5)
Wtd. Avg.
All-in Yield (1)(3)
Net Interest
Margin (6)
+ 1.50% or less $ 165,616 $ 3,976,192 + 1.53 % $ 6,185,925 + 3.18 % + 1.65 %
+ 1.51% to + 1.75% 74,118 2,238,376 + 1.78 % 3,140,937 + 3.52 % + 1.74 %
+ 1.76% to + 2.00% — 969,541 + 2.09 % 1,802,431 + 3.67 % + 1.58 %
+ 2.01% or more 374,407 2,521,420 + 2.61 % 3,678,528 + 4.31 % + 1.70 %
Total $ 614,141 $ 9,705,529 + 1.92 % $ 14,807,821 + 3.58 % + 1.66 %
Year Ended December 31, 2023 December 31, 2023
Spread (1)
New Financings (2)
Total
Borrowings
Wtd. Avg.
All-in Cost (1)(3)(4)
Collateral (5)
Wtd. Avg.
All-in Yield (1)(3)
Net Interest
Margin (6)
+ 1.50% or less $ — $ 5,647,848 + 1.53 % $ 8,341,383 + 3.24 % + 1.71 %
+ 1.51% to + 1.75% — 2,679,699 + 1.82 % 3,723,365 + 3.49 % + 1.67 %
+ 1.76% to + 2.00% 42,908 1,850,809 + 2.11 % 2,913,067 + 3.92 % + 1.81 %
+ 2.01% or more 69,170 2,518,702 + 2.64 % 3,616,503 + 4.30 % + 1.66 %
Total $ 112,078 $ 12,697,058 + 1.89 % $ 18,594,318 + 3.58 % + 1.69 %
(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 closed during the years ended December 31, 2024 and 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 REO assets.
(4) Represents the weighted-average all-in cost as of December 31, 2024 and 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 December 31, 2024, there was an aggregate $ 1.1 billion available to be drawn at our discretion under our credit facilities.
Acquisition Facility
We previously had a $ 100.0 million full recourse secured credit facility that was designed to finance eligible first mortgage originations for up to nine months as a bridge to term financing without obtaining discretionary lender approval. The cost of borrowing under the facility was variable, dependent on the type of loan collateral. This facility matured on April 3, 2024.
During the years ended December 31, 2024 and 2023, we had no borrowings under the acquisition facility, and we recorded interest expense of $ 126,000 and $ 722,000 , respectively, including $ 35,000 and $ 233,000 , respectively of amortization of deferred fees and expenses.
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Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Financial Covenants
As of December 31, 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 December 31, 2024; (iii) cash liquidity shall not be less than the greater of (x) $ 10.0 million or (y) no more than 5 % of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33 % of our total assets. As of December 31, 2024 and 2023, we were in compliance with these covenants.
During the year ended December 31, 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.
8. SECURITIZED DEBT OBLIGATIONS, NET
We have financed certain pools of our loans through collateralized loan obligations, or CLOs. The CLOs are consolidated in our financial statements and have issued securitized debt obligations that are non-recourse to us. Refer to Note 20 for further discussion of our CLOs. The following tables detail our securitized debt obligations and the underlying collateral assets that are financed by our CLOs ($ in thousands):
December 31, 2024
Securitized Debt Obligations Count Principal
Balance
Book
Value (1)
Wtd. Avg.
Yield/Cost (2)(3)
Term (4)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding 1 $ 785,453 $ 785,442 + 1.39 % May 2038
Underlying Collateral Assets 22 952,764 952,764 + 2.95 % August 2026
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding 1 552,664 552,663 + 1.92 % November 2037
Underlying Collateral Assets 12 743,914 743,914 + 2.92 % June 2026
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding 1 598,850 598,851 + 1.50 % February 2038
Underlying Collateral Assets 12 855,725 855,725 + 2.79 % August 2026
Total
Senior CLO Securities Outstanding (5)
3 $ 1,936,967 $ 1,936,956 + 1.57 %
Underlying Collateral Assets 46 $ 2,552,403 $ 2,552,403 + 2.98 %
(1) The book value of underlying collateral assets excludes any applicable CECL reserves.
(2) In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.
(3) The weighted-average all-in yield and cost are expressed as a spread over SOFR. All-in yield excludes loans accounted for under the cost-recovery and nonaccrual methods, if any, and REO assets.
(4) Underlying Collateral Assets term represents the weighted-average final maturity of such loans, assuming all extension options are exercised by the borrower, and excludes REO assets. Repayments of securitized debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations.
(5) During the year ended December 31, 2024, we recorded $ 157.0 million of interest expense related to our securitized debt obligations.
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Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
December 31, 2023
Securitized Debt Obligations Count Principal
Balance
Book Value (1)
Wtd. Avg.
Yield/Cost (2)(3)
Term (4)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding 1 $ 803,750 $ 801,800 + 1.70 % May 2038
Underlying Collateral Assets 26 1,000,000 1,000,000 + 3.28 % December 2025
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding 1 714,352 714,352 + 2.18 % November 2037
Underlying Collateral Assets 15 905,602 905,602 + 2.87 % September 2025
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding 1 989,412 989,265 + 1.57 % February 2038
Underlying Collateral Assets 15 1,246,287 1,246,287 + 2.85 % October 2025
Total
Senior CLO Securities Outstanding (5)
3 $ 2,507,514 $ 2,505,417 + 1.79 %
Underlying Collateral Assets 56 $ 3,151,889 $ 3,151,889 + 2.99 %
(1) The book value of underlying collateral assets excludes any applicable CECL reserves.
(2) In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.
(3) The weighted-average all-in yield and cost are expressed as a spread over SOFR . All-in yield excludes loans accounted for under the cost-recovery and nonaccrual methods, if any.
(4) Underlying Collateral Assets term represents the weighted-average final maturity of such loans, assuming all extension options are exercised by the borrower. Repayments of securitized debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations.
(5) During the year ended December 31, 2023, we recorded $ 171.4 million of interest expense related to our securitized debt obligations.
9. ASSET-SPECIFIC DEBT, NET
The following table details our asset-specific debt ($ in thousands):
December 31, 2024
Asset-Specific Debt Count Principal
Balance
Book Value (1)
Wtd. Avg.
Yield/Cost (2)
Wtd. Avg.
Term (3)
Financing provided 2 $ 1,228,110 $ 1,224,841 + 3.20 % June 2026
Collateral assets 2 $ 1,467,185 $ 1,459,864 + 4.03 % June 2026
December 31, 2023
Asset-Specific Debt Count Principal
Balance
Book Value (1)
Wtd. Avg.
Yield/Cost (2)
Wtd. Avg.
Term (3)
Financing provided 2 $ 1,004,097 $ 1,000,210 + 3.14 % March 2026
Collateral assets 2 $ 1,194,408 $ 1,186,559 + 3.98 % March 2026
(1) The book value of underlying collateral assets excludes any applicable CECL reserves.
(2) The weighted-average all-in yield and cost are expressed as a spread over SOFR. These floating rate loans and related liabilities are currency and index-matched to the applicable benchmark rate relevant in each arrangement. In addition to cash coupon, yield/cost includes the amortization of deferred origination fees and financing costs.
(3) The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Our non-recourse, asset-specific debt is term-matched in each case to the corresponding collateral loans.
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Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
10. LOAN PARTICIPATIONS SOLD, NET
The sale of a non-recourse interest in a loan through a participation agreement generally does not qualify for sale accounting under GAAP. For such transactions, we therefore present the whole loan as an asset and the loan participation sold as a liability on our consolidated balance sheet until the loan is repaid. We generally have no obligation to pay principal and interest under these liabilities, and the gross presentation of loan participations sold does not impact our stockholders’ equity or net income.
The following table details our loan participations sold ($ in thousands):
December 31, 2024
Loan Participations Sold Count Principal
Balance
Book Value (1)
Wtd. Avg.
Yield/Cost (2)
Term (3)
Junior Participations
Loan Participation
2 $ 100,064 $ 100,064 + 9.75 % February 2026
Total Loan
2 442,142 442,008 + 6.14 % February 2026
December 31, 2023
Loan Participations Sold Count Principal
Balance Book Value (1)
Wtd. Avg.
Yield/Cost (2)
Term (3)
Senior Participations
Loan Participation
1 $ 236,797 $ 236,499 + 3.22 % March 2027
Total Loan 1 295,996 294,783 + 4.86 % March 2027
Junior Participations
Loan Participation
2 $ 100,924 $ 100,680 + 7.50 % February 2026
Total Loan
2 401,569 399,603 + 4.75 % February 2026
Total
Loan Participation (4)
3 $ 337,721 $ 337,179
Total Loan
3 $ 697,565 $ 694,386
(1) The book value of underlying collateral assets excludes any applicable CECL reserves.
(2) The weighted-average all-in yield and cost are expressed over the relevant floating benchmark rates, which include SOFR and SONIA, as applicable. This non-debt participation sold structure is inherently matched in terms of currency and interest rate. In addition to cash coupon, yield/cost includes the amortization of deferred fees and financing costs.
(3) The term is determined based on the maximum maturity of the loan, assuming all extension options are exercised by the borrower. Our loan participations sold are inherently non-recourse and term-matched to the corresponding loan.
(4) During the years ended December 31, 2024 and 2023, we recorded $ 22.6 million and $ 20.6 million, respectively, of interest expense related to our loan participations sold.
F-37
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
11. TERM LOANS, NET
During the year ended December 31, 2024, we borrowed an additional $ 650.0 million under one of our senior term loan facilities, or the B-5 Term Loan. The B-5 Term Loan bears interest at SOFR plus 3.75 % and matures in December 2028. The proceeds of the B-5 Term Loan were used to repay in full the $ 407.8 million outstanding on the B-3 Term Loan and $ 242.2 million of the B-1 Term Loan. Additionally, we repaid an incremental $ 350.0 million of the B-1 Term Loan using proceeds from the issuance of the 7.75 % senior secured notes due 2029, or the senior secured notes due 2029. As of December 31, 2024, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):
Term Loans Face Value Interest Rate (1)
All-in Cost (1)(2)
Maturity
B-1 Term Loan $ 309,268 + 2.36 % + 2.53 % April 23, 2026
B-4 Term Loan 805,169 + 3.50 % + 4.11 % May 9, 2029
B-5 Term Loan
650,000 + 3.75 % + 4.27 % December 10, 2028
Total face value $ 1,764,437
(1) The B-4 Term Loan and the B-5 Term Loan borrowings are subject to a floor of 0.50 %. The Term Loans are indexed to one-month SOFR.
(2) Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Term Loans.
The Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the aggregate initial principal balance due in quarterly installments. The issue discount and transaction expenses on the B-1 Term Loan were $ 3.1 million and $ 12.6 million, respectively. The issue discount and transaction expenses of the B-4 Term Loan were $ 17.3 million and $ 10.3 million, respectively. The issue discount and transaction expenses of the B-5 Term loan were $ 3.3 million and $ 5.9 million, respectively. These discounts and expenses are amortized into interest expense over the life of each Term Loan. During the year ended December 31, 2024, we recorded $ 184.9 million of interest expense related to our Term Loans, including $ 11.8 million of amortization of deferred fees and expenses.
During the year ended December 31, 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 year ended December 31, 2024. There was no repurchase activity during the year ended December 31, 2023.
The following table details the net book value of our Term Loans on our consolidated balance sheets ($ in thousands):
December 31, 2024 December 31, 2023
Face value $ 1,764,437 $ 2,135,221
Deferred financing costs and unamortized discount ( 32,364 ) ( 33,589 )
Net book value $ 1,732,073 $ 2,101,632
The Term Loans contain the financial covenant that our indebtedness shall not exceed 83.33 % of our total assets. As of December 31, 2024 and 2023, we were in compliance with this covenant. Refer to Note 2 for additional discussion of our accounting policies for the Term Loans.
F-38
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
12. SENIOR SECURED NOTES, NET
During the year ended December 31, 2024, we issued $ 450.0 million aggregate principal amount of the senior secured notes due 2029. As of December 31, 2024, the following senior secured notes, or Senior Secured Notes, were outstanding ($ in thousands):
Senior Secured Notes Issuance
Face Value Interest Rate All-in Cost (1)
Maturity
October 2021
$ 335,316 3.75 % 4.06 % January 15, 2027
December 2024
450,000 7.75 % (2)
8.14 % December 1, 2029
(1) Includes transaction expenses that are amortized through interest expense over the life of the Senior Secured Notes.
(2) Represents the stated coupon rate of the notes. We have entered into an interest rate swap that effectively converts our fixed rate exposure to a SOFR + 3.95% floating rate exposure.
The transaction expenses on the senior secured notes due 2027, or the October 2021 senior secured notes, were $ 6.3 million, which are amortized into interest expense over the life of the October 2021 senior secured notes. The transaction expenses on the senior secured notes due 2029 were $ 7.9 million, which are amortized into interest expense over the life of the senior secured notes due 2029. During the year ended December 31, 2024, we recorded $ 16.1 million of interest expense related to our Senior Secured Notes, including $ 1.1 million of amortization of deferred fees and expenses.
During the year ended December 31, 2024, we repurchased an aggregate principal amount of $ 30.8 million of the October 2021 senior secured notes at a weighted-average price of 88 %. This resulted in a gain on extinguishment of debt of $ 3.3 million during the year ended December 31, 2024. During the year ended December 31, 2023, we repurchased an aggregate principal amount of $ 33.9 million of the October 2021 senior secured notes at a weighted-average price of 85 %. This resulted in a gain on extinguishment of debt of $ 4.6 million during the year ended December 31, 2023.
The following table details the net book value of our Senior Secured Notes on our consolidated balance sheets ($ in thousands):
December 31, 2024 December 31, 2023
Face value $ 785,316 $ 366,090
Deferred financing costs ( 9,857 ) ( 3,327 )
Hedging adjustments (1)
( 4,424 ) —
Net book value $ 771,035 $ 362,763
(1) Represents the fair value of an interest rate swap that we entered into to convert the fixed rate exposure of the senior secured notes due 2029 into floating rate. Refer to Note 14 for additional discussion.
The Senior Secured Notes contain the financial covenant that our indebtedness shall not exceed 83.33 % of our total assets. As of December 31, 2024 and 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. This covenant is not currently in effect as the collateral securing our Senior Secured Notes has not been released.
13. CONVERTIBLE NOTES, NET
As of December 31, 2024, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):
Convertible Notes Issuance Face Value Interest Rate All-in Cost (1)
Conversion Price (2)
Maturity
March 2022 convertible notes $ 266,157 5.50 % 5.79 % $ 36.27 March 15, 2027
(1) Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.
(2) Represents the price of class A common stock per share based on a conversion rate of 27.5702 for the Convertible Notes. 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 December 31, 2024.
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Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
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. The Convertible Notes are convertible at the holders’ option into shares of our class A common stock, only under specific circumstances, prior to the close of business on December 14, 2026 at the applicable conversion rate in effect on the conversion date. 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 $ 17.41 on December 31, 2024, the last trading day in the year ended December 31, 2024, was less than the per share conversion price of the Convertible Notes.
During the year ended December 31, 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 year ended December 31, 2024. There was no repurchase activity during the year ended December 31, 2023.
The following table details the net book value of our Convertible Notes on our consolidated balance sheets ($ in thousands):
December 31, 2024 December 31, 2023
Face value $ 266,157 $ 300,000
Deferred financing costs and unamortized discount ( 2,541 ) ( 4,153 )
Net book value $ 263,616 $ 295,847
The following table details our interest expense related to the Convertible Notes ($ in thousands):
Year Ended December 31,
2024 2023 2022
Cash coupon $ 15,784 $ 18,639 $ 28,859
Discount and issuance cost amortization 1,227 1,589 2,853
Total interest expense $ 17,011 $ 20,228 $ 31,712
Accrued interest payable for the Convertible Notes was $ 4.3 million and $ 4.9 million as of December 31, 2024 and 2023, respectively. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.
14. DERIVATIVE FINANCIAL INSTRUMENTS
The objective of our use of derivative financial instruments is to minimize the risks and/or costs associated with our investments and/or financing transactions. These derivatives may or may not qualify as net investment, cash flow, or fair value hedges under the hedge accounting requirements of ASC 815 – “Derivatives and Hedging.” Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks. Refer to Note 2 for additional discussion of the accounting for designated and non-designated hedges.
The use of derivative financial instruments involves certain risks, including the risk that the counterparties to these contractual arrangements do not perform as agreed. To mitigate this risk, we only enter into derivative financial instruments with counterparties that have appropriate credit ratings and are major financial institutions with which we and our affiliates also have other financial relationships.
Net Investment Hedges of Foreign Currency Risk
Certain of our international investments expose us to fluctuations in foreign interest rates and currency exchange rates. These fluctuations may impact the value of our cash receipts and payments in terms of our functional currency, the U.S. dollar. We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S. dollar.
F-40
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Designated Hedges of Foreign Currency Risk
The following table details our outstanding foreign exchange derivatives that were designated as net investment hedges of foreign currency risk (notional amounts in thousands):
December 31, 2024 December 31, 2023
Foreign Currency Derivatives Number of
Instruments
Notional
Amount
Foreign Currency Derivatives Number of
Instruments
Notional
Amount
Buy USD / Sell SEK Forward 2 kr 971,180 Buy USD / Sell SEK Forward 2 kr 973,246
Buy USD / Sell GBP Forward 5 £ 604,739 Buy USD / Sell GBP Forward 7 £ 696,919
Buy USD / Sell EUR Forward 8 € 603,910 Buy USD / Sell EUR Forward 8 € 673,644
Buy USD / Sell AUD Forward 6 A$ 355,703 Buy USD / Sell AUD Forward 10 A$ 471,989
Buy USD / Sell CHF Forward 1 CHF 6,752 Buy USD / Sell DKK Forward 2 kr. 195,674
Buy USD / Sell CHF Forward 4 CHF 8,352
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 as of December 31, 2023 (notional amounts in thousands):
December 31, 2024 December 31, 2023
Non-designated Hedges Number of
Instruments
Notional
Amount
Non-designated Hedges Number of
Instruments
Notional
Amount
Buy GBP / Sell USD Forward 3 £ 54,400 Buy SEK / Sell USD Forward 1 kr 30,800
Buy USD / Sell GBP Forward 3 £ 54,400 Buy USD / Sell SEK Forward 1 kr 30,800
Buy GBP / Sell USD Forward 2 £ 26,900
Buy USD / Sell GBP Forward 2 £ 26,900
Buy AUD / Sell USD Forward 1 A$ 7,600
Buy USD / Sell AUD Forward 1 A$ 7,600
Cash Flow Hedges of Interest Rate Risk
Certain of our financing transactions expose us to a fixed versus floating rate mismatch between our assets and liabilities. We use derivative financial instruments, which include interest rate swaps, and may also include interest rate caps, interest rate options, floors, and other interest rate derivative contracts, to hedge interest rate risk associated with our borrowings where there is potential for an index mismatch.
No cash flow hedges of interest rate risk were outstanding as of December 31, 2024. The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk as of December 31, 2023 (notional amount in thousands):
December 31, 2023
Interest Rate Derivatives Number of Instruments Notional Amount Fixed Rate Index Maturity (Years)
Interest Rate Swaps 1 $ 229,858 4.60 % SOFR 0.9
F-41
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Fair Value Hedges of Interest Rate Risk
Certain of our corporate financings expose us to fluctuations in the fair value of our outstanding fixed rate debt. We use derivative financial instruments, which include interest rate swaps, to hedge interest rate risk associated with changes in the fair value of our fixed rate debt. The changes in the value of the interest rate swap is recognized in earnings and offset the corresponding changes in the fair value of the debt.
The following table details our outstanding interest rate derivatives that were designated as fair value hedges of interest rate risk (notional amount in thousands):
December 31, 2024
Interest Rate Derivatives
Number of Instruments Notional Amount Fixed Rate
Index Maturity (Years)
Interest Rate Swaps 1 $ 450,000 3.81 % SOFR 4.9
The following table details the carrying amount and cumulative basis adjustments on hedged items designated as fair value
hedges for the year ended December 31, 2024.
December 31, 2024
Line Item in the Consolidated Balance Sheets in which the Hedged Item is Included Carrying Amount of the Hedged Assets/ Liabilities
Cumulative Amount of Fair Value Hedging Adjustment Included in Carrying Amount
Senior secured notes, net $ 437,759 $ ( 4,424 )
No fair value hedges of interest rate risk were outstanding as of December 31, 2023.
Financial Statement Impact of Hedges of Foreign Currency and Interest Rate Risks
The following table presents the effect of our derivative financial instruments on our consolidated statements of operations ($ in thousands):
Increase (Decrease) to Net Interest Income Recognized from Derivatives
Year Ended December 31,
Derivatives in Hedging Relationships Location of Income
(Expense) Recognized
2024 2023 2022
Designated Hedges Interest Income (1)
$ 16,490 $ 25,439 $ 19,910
Designated Hedges Interest Expense (2)
1,119 893 —
Non-Designated Hedges Interest Income (1)
( 44 ) 65 ( 62 )
Non-Designated Hedges Interest Expense (3)
4 ( 71 ) 100
Total $ 17,569 $ 26,326 $ 19,948
(1) Represents the forward points earned on our foreign currency forward contracts, which reflect the interest rate differentials between the applicable base rate for our foreign currency investments and prevailing US interest rates. These forward contracts effectively convert the foreign currency rate exposure for such investments to USD-equivalent interest rates.
(2) Represents the financial statement impact of proceeds (payments) from periodic settlements related to our interest rate swap.
(3) Represents the spot rate movement in our non-designated foreign currency hedges, which are marked-to-market and recognized in interest expense.
F-42
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Fair Value Hedges
The following table presents the net gains (losses) on derivatives and the related hedged items in fair value hedging relationships for the year ended December 31, 2024 ($ in thousands):
Year Ended December 31, 2024
Total interest and related expenses presented in the consolidated statement of operations
$ 1,289,972
Gains (losses) on fair value hedging relationships:
Total gain (loss) on derivative instruments
$ ( 4,386 )
Fair value basis adjustment on hedged items
4,424
Derivative settlements and accruals
( 232 )
Net Gains (Losses) on Fair Value Hedging Relationships (1)
$ ( 194 )
(1) Included within interest and related expenses presented in the consolidated statement of operations.
Valuation and Other Comprehensive Income
The following table summarizes the fair value of our derivative financial instruments ($ in thousands):
Fair Value of Derivatives in an Asset
Position (1) as of
Fair Value of Derivatives in a Liability Position (2) as of
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
Derivatives designated as hedging instruments:
Foreign exchange contracts $ 69,433 $ 30 $ — $ 92,922
Interest rate derivatives — 317 4,386 —
Total derivatives designated as hedging instruments $ 69,433 $ 347 $ 4,386 $ 92,922
Derivatives not designated as hedging instruments:
Foreign exchange contracts $ 3,021 $ 1,543 $ 852 $ 1,895
Interest rate derivatives — — — —
Total derivatives not designated as hedging instruments $ 3,021 $ 1,543 $ 852 $ 1,895
Total Derivatives $ 72,454 $ 1,890 $ 5,238 $ 94,817
(1) Included in other assets in our consolidated balance sheets
(2) Included in other liabilities in our consolidated balance sheets.
F-43
Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
The following table presents the effect of our derivative financial instruments on our consolidated statements of comprehensive income and operations ($ in thousands):
Derivatives in Hedging Relationships
Amount of Gain (Loss) Recognized in
OCI on Derivatives
Location of
Gain (Loss)
Reclassified
from Accumulated OCI into Income Amount of
Gain (Loss) Reclassified from
Accumulated OCI into Income
Year Ended December 31, Year Ended December 31,
2024 2023 2022 2024 2023 2022
Net Investment Hedges
Foreign exchange contracts (1)
$ 88,591 $ ( 76,224 ) $ 173,362 Interest Expense $ — $ — $ —
Cash Flow Hedges
Interest rate derivatives 998 1,210 — Interest Expense (2)
1,315 893 ( 4 )
Total $ 89,589 $ ( 75,014 ) $ 173,362 $ 1,315 $ 893 $ ( 4 )
(1) During the year ended December 31, 2024, we paid net cash settlements of $ 59.8 million on our foreign currency forward contracts. During the year ended December 31, 2023, we paid net cash settlements of $ 69.9 million on our foreign currency forward contracts. During the year ended December 31, 2022, we received net cash settlements of $ 330.3 million on our foreign currency forward contracts.
(2) During the year ended December 31, 2024, we recorded total interest and related expenses of $ 1.3 billion which was reduced by $ 1.3 million related to income generated by our cash flow hedges. During the years ended December 31, 2023 and 2022, we recorded total interest and related expenses of $ 1.4 billion and $ 710.9 million, respectively, which included $ 893,000 and $ 4,000 , respectively, related to our cash flow hedges.
Credit-Risk Related Contingent Features
We have entered into agreements with certain of our derivative counterparties that contain provisions where if we were to default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, we may also be declared in default on our derivative obligations. In addition, certain of our agreements with our derivative counterparties require that we post collateral to secure net liability positions. As of December 31, 2024, we were in a net asset position with our counterparties related to our foreign exchange hedges, and had $ 4.8 million of collateral posted with one counterparty related to our interest rate swap. 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.
15. EQUITY
Stock and Stock Equivalents
Authorized Capital
As of December 31, 2024 we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock. 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 December 31, 2024 and 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, in agreements and arrangements structured in a manner consistent with Rules 10b-18 and 10b5-1 under the Exchange Act 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.
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Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
During the year ended December 31, 2024, we repurchased 1,646,034 shares of class A common stock at a weighted-average share price of $ 17.74 , for a total cost of $ 29.2 million. We did no t have any repurchases of class A common stock during the year ended December 31, 2023. As of December 31, 2024, the amount remaining available for repurchases under the program was $ 120.8 million.
Class A Common Stock and Deferred Stock Units
Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and are entitled to receive dividends authorized by our board of directors and declared by us, in all cases subject to the rights of the holders of shares of outstanding preferred stock, if any.
We did not issue any class A common stock in underwritten public offerings during the years ended December 31, 2024 and 2023. The following table details our issuance of class A common stock during the year ended December 31, 2022 ($ in thousands, except per share data):
Class A Common Stock Offerings
2022 (1)
Shares issued 2,303,469
Gross / net issue price per share (2)
31.23 / 30.92
Net proceeds (3)
$ 70,651
(1) Represents shares issued under our at-the-market program.
(2) Represents the gross price per share issued, as well as the net proceeds per share after underwriting or sales discounts and commissions.
(3) Net proceeds represent proceeds received from the underwriters less applicable transaction costs.
We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 18 for additional discussion of these long-term incentive plans. In addition to our class A common stock, we also issue deferred stock units to certain members of our board of directors for services rendered. 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.
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:
Year Ended December 31,
Common Stock Outstanding (1)
2024 2023 2022
Beginning balance 173,569,397 172,106,593 168,543,370
Issuance of class A common stock (2)
5,849 6,587 2,311,711
Repurchase of class A common stock ( 1,646,034 ) — —
Issuance of restricted class A common stock, net (3)(4)
1,222,346 1,402,329 1,204,476
Issuance of deferred stock units 52,632 53,888 47,036
Ending balance 173,204,190 173,569,397 172,106,593
(1) Includes 412,096 , 359,464 , and 410,608 deferred stock units held by members of our board of directors as of December 31, 2024, 2023, and 2022, respectively.
(2) Includes 5,849 , 6,587 , and 8,242 shares issued under our dividend reinvestment program during the years ended December 31, 2024, 2023, and 2022, respectively.
(3) Includes 41,282 , 25,482 , and 13,197 shares of restricted class A common stock issued to our board of directors during the years ended December 31, 2024, 2023, and 2022, respectively.
(4) Net of 102,484 , 15,477 , and 39,655 shares of restricted class A common stock forfeited under our stock-based incentive plans during the years ended December 31, 2024, 2023, and 2022, respectively.
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Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Dividend Reinvestment and Direct Stock Purchase Plan
We have adopted a dividend reinvestment and direct stock purchase plan under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock. Under the dividend reinvestment component of this plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common stock. 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 years ended December 31, 2024, 2023, and 2022, we issued 5,849 shares, 6,587 shares, and 8,242 respectively, of class A common stock under the dividend reinvestment component of the plan. As of December 31, 2024, a total of 9,969,112 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.
At the Market Stock Offering Program
As of December 31, 2024, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 699.1 million of our class A common stock. 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 years ended December 31, 2024 and 2023, we did no t issue any shares of our class A common stock under ATM Agreements. During the year ended December 31, 2022, we issued and sold 2,303,469 shares of class A common stock under ATM Agreements, generating net proceeds totaling $ 70.7 million. As of December 31, 2024, sales of our class A common stock with an aggregate sales price of $ 480.9 million remained available for issuance under our ATM Agreements.
Dividends
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. Our dividend policy remains subject to revision at the discretion of our board of directors. 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 December 13, 2024, we declared a dividend of $ 0.47 per share, or $ 81.2 million in aggregate, that was paid on January 15, 2025 to stockholders of record as of December 31, 2024.
The following table details our dividend activity ($ in thousands, except per share data):
Year Ended December 31,
2024 2023 2022
Dividends declared per share of common stock $ 2.18 $ 2.48 $ 2.48
Percent taxable as ordinary dividends 100.00 % 100.00 % 100.00 %
Percent taxable as capital gain dividends — % — % — %
100.00 % 100.00 % 100.00 %
Class A common stock dividends declared $ 377,837 $ 427,862 $ 423,568
Deferred stock unit dividends declared 882 878 945
$ 378,719 $ 428,740 $ 424,513
Earnings Per Share
We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted shares have the same rights as our other shares of class A common stock, including participating in any dividends, and therefore have been included in our basic and diluted net income per share calculation. The shares issuable under our Convertible Notes are included in dilutive earnings per share using the if-converted method.
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Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
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):
Year Ended December 31,
2024 2023 2022
Net (loss) income (1)
$ ( 204,088 ) $ 246,555 $ 248,642
Weighted-average shares outstanding, basic and diluted (2)
173,782,523 172,672,038 170,631,410
Per share amount, basic and diluted (2)
$ ( 1.17 ) $ 1.43 $ 1.46
(1) Represents net (loss) income attributable to Blackstone Mortgage Trust, Inc.
(2) For the years ended December 31, 2024, 2023, and 2022, our Convertible Notes were no t included in the calculation of diluted earnings per share, as the impact is antidilutive. Refer to Note 13 for further discussion of our convertible notes.
Other Balance Sheet Items
Accumulated Other Comprehensive Income
As of December 31, 2024, total accumulated other comprehensive income was $ 8.3 million, primarily representing $ 272.1 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 263.9 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.
Non-Controlling Interests
The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are not owned by us. 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 December 31, 2024, our Multifamily Joint Venture’s total equity was $ 45.9 million, of which $ 39.0 million was owned by us, and $ 6.9 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.
16. OTHER EXPENSES
Our other expenses consist of the management and incentive fees we pay to our Manager and our general and administrative expenses.
Management and Incentive Fees
Pursuant to a management agreement between our Manager and us, or our Management Agreement, our Manager earns a base management fee in an amount equal to 1.50 % per annum multiplied by our Equity, as defined in the Management Agreement. In addition, our Manager is entitled to an incentive fee in an amount equal to the product of (i) 20 % and (ii) the excess of (a) our Core Earnings (as defined in our Management Agreement) for the previous 12-month period over (b) an amount equal to 7.00 % per annum multiplied by our Equity, provided that our Core Earnings over the prior three-year period is greater than zero . 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 years ended December 31, 2024, 2023, and 2022, we incurred $ 74.8 million, $ 74.8 million, and $ 73.0 million, respectively, of management fees payable to our Manager. During the year ended December 31, 2024, we did not incur any incentive fees payable to our Manager. During the years ended December 31, 2023 and 2022, we incurred $ 44.2 million and $ 37.3 million, respectively, of incentive fees payable to our Manager.
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Notes to Consolidated Financial Statements (continued)
As of December 31, 2024, we had accrued management fees payable to our Manager of $ 18.5 million. As of December 31, 2023, we had accrued management and incentive fees payable to our Manager of $ 26.3 million.
General and Administrative Expenses
General and administrative expenses consisted of the following ($ in thousands):
Year Ended December 31,
2024 2023 2022
Professional services $ 15,176 $ 13,269 $ 10,924
Operating and other costs 6,918 7,219 7,855
Subtotal (1)
22,094 20,488 18,779
Non-cash compensation expenses
Restricted class A common stock earned 30,969 29,975 32,724
Director stock-based compensation 859 680 690
Subtotal 31,828 30,655 33,414
Total general and administrative expenses $ 53,922 $ 51,143 $ 52,193
(1) During the years ended December 31, 2024, 2023, and 2022, we recognized an aggregate $ 743,000 , $ 1.2 million, and $ 1.1 million, respectively, of expenses related to our Multifamily Joint Venture.
17. INCOME TAXES
We have elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. We generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income tax not to apply to our earnings. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.
Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of December 31, 2024 and 2023, we were in compliance with all REIT requirements.
Securitization transactions could result in the creation of taxable mortgage pools for federal income tax purposes. As a REIT, so long as we own 100% of the equity interests in a taxable mortgage pool, we generally would not be adversely affected by the characterization of the securitization as a taxable mortgage pool. Certain categories of stockholders, however, such as foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and certain tax-exempt stockholders that are subject to unrelated business income tax, or UBTI, could be subject to increased taxes on a portion of their dividend income from us that is attributable to the taxable mortgage pool. We have not made UBTI distributions to our common stockholders and do not intend to make such UBTI distributions in the future.
During the years ended December 31, 2024, 2023, and 2022, we recorded a current income tax provision of $ 2.4 million, $ 5.4 million, and $ 3.0 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 December 31, 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 December 31, 2024, we had
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Notes to Consolidated Financial Statements (continued)
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. However, although uncertain, we may utilize a portion of NOLs prior to expiration. We do not expect the utilization of NOLs to have a material impact on our consolidated financial statements. We have recorded a full valuation allowance against such NOLs as it is probable that they will expire unutilized.
As of December 31, 2024, tax years 2021 through 2024 remain subject to examination by taxing authorities.
18. STOCK-BASED INCENTIVE PLANS
We are externally managed by our Manager and do not currently have any employees. However, as of December 31, 2024, our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were compensated, in part, through our issuance of stock-based instruments.
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 December 31, 2024, there were 6,479,670 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. In connection with the adoption of our new stock incentive plans, we consolidated all outstanding deferred stock units, or DSUs, under the new plans and retired the seven remaining historical plans. As such, no new awards may be issued under these expired plans, although our 2018 plans will continue to govern outstanding awards, other than DSUs, previously issued thereunder until such awards become vested or expire.
The following table details the movement in our outstanding shares of restricted class A common stock and the weighted-average grant date fair value per share:
Restricted Class A
Common Stock
Weighted-Average
Grant Date Fair
Value Per Share
Balance as of December 31, 2022
1,883,784 $ 27.90
Granted 1,417,806 22.07
Vested ( 1,105,932 ) 27.35
Forfeited ( 15,477 ) 24.55
Balance as of December 31, 2023
2,180,181 $ 24.41
Granted 1,324,830 19.88
Vested ( 1,259,768 ) 25.24
Forfeited ( 102,484 ) 24.18
Balance as of December 31, 2024
2,142,759 $ 21.13
These shares generally vest in installments over a period of three years , pursuant to the terms of the respective award agreements and the terms of our current benefit plans. The 2,142,759 shares of restricted class A common stock outstanding as of December 31, 2024 will vest as follows: 1,155,244 shares will vest in 2025; 714,034 shares will vest in 2026; and 273,481 shares will vest in 2027. As of December 31, 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 1.2 years from December 31, 2024.
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Notes to Consolidated Financial Statements (continued)
19. FAIR VALUES
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):
December 31, 2024 December 31, 2023
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Assets
Derivatives $ — $ 72,454 $ — $ 72,454 $ — $ 1,890 $ — $ 1,890
Liabilities
Derivatives $ — $ 5,238 $ — $ 5,238 $ — $ 94,817 $ — $ 94,817
Refer to Note 2 for further discussion regarding fair value measurement.
Fair Value of Financial Instruments
As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not recognized at fair value in the statement of financial position, for which it is practicable to estimate that value.
The following table details the book value, face amount, and fair value of the financial instruments described in Note 2 ($ in thousands):
December 31, 2024 December 31, 2023
Book
Value
Face
Amount
Fair
Value
Book
Value
Face
Amount
Fair
Value
Financial assets
Cash and cash equivalents $ 323,483 $ 323,483 $ 323,483 $ 350,014 $ 350,014 $ 350,014
Loans receivable, net 18,313,582 19,203,126 18,288,958 23,210,076 23,923,719 23,015,737
Financial liabilities
Secured debt, net 9,696,334 9,705,529 9,590,400 12,683,095 12,697,058 12,425,609
Securitized debt obligations, net 1,936,956 1,936,967 1,838,089 2,505,417 2,507,514 2,323,441
Asset-specific debt, net 1,224,841 1,228,110 1,218,639 1,000,210 1,004,097 992,357
Loan participations sold, net 100,064 100,064 99,822 337,179 337,721 333,745
Secured term loans, net 1,732,073 1,764,437 1,765,668 2,101,632 2,135,221 2,102,950
Senior secured notes, net 771,035 785,316 780,931 362,763 366,090 327,081
Convertible notes, net 263,616 266,157 257,707 295,847 300,000 272,076
Estimates of fair value for cash and cash equivalents and convertible notes are measured using observable, quoted market prices, or Level 1 inputs. Estimates of fair value for securitized debt obligations, the Term Loans, and the Senior Secured notes are measured using observable, quoted market prices, in inactive markets, or Level 2 inputs. All other fair value significant estimates are measured using unobservable inputs, or Level 3 inputs. See Note 2 for further discussion regarding fair value measurement of certain of our assets and liabilities.
20. VARIABLE INTEREST ENTITIES
We have financed a portion of our loans through the CLOs, all of which are VIEs. 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.
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Notes to Consolidated Financial Statements (continued)
During 2024, we modified two loans that included, among other changes, an equity interest in and/or control over decision-making at the property. As a result of the modification, our investments in these loans are VIEs. As of December 31, 2024, we are the primary beneficiary of, and therefore consolidated the assets of these VIEs 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):
December 31, 2024 December 31, 2023
Assets
Cash and cash equivalents $ 9,145 $ —
Loans receivable 2,338,201 3,061,278
Current expected credit loss reserve ( 202,400 ) ( 183,508 )
Loans receivable, net 2,135,801 2,877,770
Real estate owned, net 177,322 —
Other assets 126,518 103,692
Total assets $ 2,448,786 $ 2,981,462
Liabilities
Securitized debt obligations, net $ 1,936,956 $ 2,505,417
Other liabilities 13,277 8,101
Total liabilities $ 1,950,233 $ 2,513,518
Assets held by these VIEs are restricted and can be used only to settle obligations of the VIEs, including the subordinate interests owned by us. 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, 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.
21. TRANSACTIONS WITH RELATED PARTIES
Our Manager
We are managed by our Manager pursuant to the Management Agreement. The current term of the Management Agreement expires on December 19, 2025, and will be automatically renewed for a one-year term upon such date and each anniversary thereafter unless earlier terminated.
As of December 31, 2024, our consolidated balance sheet included $ 18.5 million of accrued management fees payable to our Manager. 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 years ended December 31, 2024, 2023 and 2022, we paid aggregate management and incentive fees of $ 82.6 million, $ 126.6 million, and $ 104.8 million, respectively, to our Manager. In addition, during the years ended December 31, 2024, 2023 and 2022, we incurred expenses of $ 1.6 million, $ 3.4 million and $ 896,000 , respectively, that were paid by our Manager and have been or will be reimbursed by us.
As of December 31, 2024, our Manager held 1,320,898 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 28.0 million. These shares vest in installments over three years from the date of issuance. During the years ended December 31, 2024, 2023 and 2022, we recorded non-cash expenses related to shares held by our Manager of $ 16.6 million, $ 14.6 million and $ 16.6 million , respectively. Refer to Note 18 for further details on our restricted class A common stock.
As of December 31, 2024, our Manager, its affiliates (including Blackstone), Blackstone employees, and our directors held an aggregate 13,136,754 shares, or 7.6 %, of our class A common stock, of which 8,234,581 shares, or 4.8 %, were held by Blackstone and its subsidiaries. Additionally, our directors held 412,096 of deferred stock units as of December 31, 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
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Notes to Consolidated Financial Statements (continued)
transactions would be made in the sole discretion of the relevant party based on market conditions and other considerations relevant to such parties.
Affiliate Service Providers
We have engaged certain portfolio companies owned by Blackstone-advised investment vehicles, to provide management, operational and corporate support services. The following table details the amounts incurred for affiliate service provides ($ in thousands):
Year Ended December 31,
Asset class
2024 2023 2022
Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l. (1)
n/a
$ 1,270 $ 658 $ 524
EQ Management, LLC (2)
Office
796 — —
LivCor, LLC (2)
Multifamily
59 — —
BRE Hotels & Resorts, LLC (2)
Hospitality
— — —
$ 2,125 $ 658 $ 524
(1) As applicable, provides corporate support services, operational services, and management services to certain of our investments directly.
(2) As applicable, provides management, operational, and corporate support services to certain of our REO assets directly.
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Notes to Consolidated Financial Statements (continued)
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):
Year Ended December 31,
2024 2023 2022
BTIG, LLC (1)
$ 124 $ 1 $ 191
Gryphon Mutual Property Americas IC (2)
320 — —
Blackstone Internal audit services
95 95 95
CT Investment Management Co., LLC (3)
— — —
Lexington National Land Services (4)
67 — —
Blackstone Securities Partners L.P. (5)
515 — 825
Total $ 1,121 — $ 96 $ 1,111
(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 years ended December 31, 2024 and 2023, we repurchased $ 33.8 million and $ 500,000 of our Senior Secured Notes and Convertible Notes, respectively, utilizing BTIG as a broker. During the year ended 2022, we did not utilize BTIG as a broker. Additionally, we engaged BTIG as a sales agent to sell shares of our class A common stock under our ATM Agreements. During the year ended December 31, 2022, BTIG sold shares under our ATM agreements. During the years ended December 31, 2024 and 2023, we did not sell any shares under our ATM agreements. These engagements were on terms equivalent to those of third parties under similar arrangements.
(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 year ended December 31, 2024, we paid $ 660,000 to Gryphon for insurance costs, inclusive of premiums, capital surplus contributions, taxes, and our pro rata share of other expenses. Of this amount, $ 13,000 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. As of December 31, 2024, two of our assets were in special servicing under the CLOs. CTIMCO has waived any fees that would be payable to a special servicer pursuant to the applicable servicing agreements, and no such fees have been paid or will become payable to CTIMCO.
(4) Lexington National Land Services, or LNLS, a title agent company owned by Blackstone, acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with investments by us, Blackstone and their affiliates and related parties, and third-parties. LNLS focuses on transactions in rate-regulated states where the cost of title insurance is non-negotiable. LNLS will not perform services in non-regulated states for us, unless (i) in the context of a portfolio transaction that includes properties in rate-regulated states, (ii) as part of a syndicate of title insurance companies where the rate is negotiated by other insurers or their agents, (iii) when a third-party is paying all or a material portion of the premium or (iv) when providing only support services to the underwriter. LNLS earns fees, which would have otherwise been paid to third parties, by providing title agency services and facilitating placement of title insurance with underwriters. Blackstone receives distributions from LNLS in connection with investments by us based on its equity interest in LNLS. In each case, there will be no related expense offset to us. The costs included above were capitalized into REO assets on our consolidated balance sheet.
(5) In the fourth quarter of 2024, Blackstone Securities Partners L.P., or BSP, an affiliate of our Manager, was engaged as a member of the syndicate for our B-5 Term Loan and our 2024 Senior Secured Notes. These engagements were on terms equivalent to those of unaffiliated parties.
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Notes to Consolidated Financial Statements (continued)
Affiliate Transactions
In the fourth quarter of 2024, pursuant to our Agency Multifamily Lending Partnership, we referred three loans to MTRCC for origination, where the borrower was a Blackstone-advised investment vehicle. The loan terms and pricing were on market terms negotiated by MTRCC. Pursuant to our Agency Multifamily Lending Partnership, we received $ 217,000 of origination and servicing fees for referring these loans.
In the fourth quarter of 2024, as part of broad syndications led by a third party, Blackstone-advised investment vehicles acquired (i) an aggregate $ 62.5 million participation in our $ 650.0 million B-5 Term Loan, and (ii) an aggregate $ 80.0 million of our $ 450.0 million senior secured notes due 2029. In the second and fourth quarter of 2022, a Blackstone-advised investment vehicle acquired an aggregate $ 33.0 million participation, or 4 %, of the aggregate B-4 Term Loan as a part of a broad syndication lead-arranged by a third-party. All of these transactions were on terms equivalent to those of unaffiliated parties. BSP was engaged as a member of the syndicate for both transactions. See “—Affiliates of our Manager” for more information.
In the fourth quarter of 2024, in connection with the modification of one of our senior loans, a Blackstone-advised investment vehicle purchased a pari passu participation in the loan from a third party at a discount to par.
In the fourth quarter of 2024, the senior lenders negotiated a discounted payoff of a senior loan in which we held an interest. As part of the discounted payoff, a Blackstone-advised investment vehicle’s mezzanine loan, which had been part of the total financing, received a small repayment.
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 £ 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. The proceeds of this transaction repaid a £ 46.5 million performing junior loan owned by us, and a £ 186.0 million performing senior loan owned by an unaffiliated third-party, both of which were included in our consolidated balance sheets, with the senior loan also recorded as a loan participation sold liability. The transaction was initiated by the third-party borrower with the sale pricing on market terms and the repayment completed in accordance with the loan agreements between the lenders and the unaffiliated third-party borrower.
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Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
In the first quarter of 2024, a Blackstone-advised investment vehicle originated a loan to one of our unaffiliated third-party borrowers, the proceeds of which repaid a $ 98.6 million performing senior loan owned by us. The transaction was initiated by the third-party borrower with the loan terms and pricing on market terms.
In the first quarter of 2019, we originated £ 240.1 million of a total £ 490.0 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 forgo all non-economic rights under the loan, including voting rights, so long as a Blackstone-advised investment vehicle controls the borrower. In the second quarter of 2023, the loan was modified to include, among other changes, an extension of the loan's maturity date, an additional borrower equity contribution and partial repayment, and an increase in the loan’s contractual interest rate (a portion of which is paid-in-kind). The terms of the modification were negotiated by our third-party co-lender, and we agreed to the modification on such terms.
22. COMMITMENTS AND CONTINGENCIES
Unfunded Commitments Under Loans Receivable
As of December 31, 2024, we had aggregate unfunded commitments of $ 1.3 billion across 60 loans receivable, and $ 605.9 million of committed or identified financings for those commitments, resulting in net unfunded commitments of $ 657.2 million. The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs. Loan funding commitments are generally subject to certain conditions, including, without limitation, the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. We expect to fund our loan commitments over the remaining term of the related loans, which have a weighted-average future funding period of 2.2 years.
Principal Debt Repayments
Our contractual principal debt repayments as of December 31, 2024 were as follows ($ in thousands):
Year Secured
Debt (1)
Asset-Specific Debt (1)
Term
Loans (2)
Senior Secured Notes Convertible Notes (3)
Total (4)
2025 1,385,568 924,162 14,758 — — 2,324,488
2026 3,464,203 — 324,026 — — 3,788,229
2027 3,411,700 — 14,758 335,316 266,157 4,027,931
2028 525,006 — 638,758 — — 1,163,764
2029 840,479 303,948 772,137 450,000 — 2,366,564
Thereafter 78,573 — — — — 78,573
Total obligation $ 9,705,529 $ 1,228,110 $ 1,764,437 $ 785,316 $ 266,157 $ 13,749,549
(1) Our secured debt and asset-specific debt agreements are generally term-matched to their underlying collateral. Therefore, the allocation of payments under such agreements is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective debt agreement is used.
(2) The Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the initial principal balance due in quarterly installments. Refer to Note 11 for further details on our Term Loans.
(3) Reflects the outstanding principal balance of Convertible Notes, excluding any potential conversion premium. Refer to Note 13 for further details on our Convertible Notes.
(4) Total does not include $ 1.9 billion of consolidated securitized debt obligations, $ 817.5 million of non-consolidated senior interests, and $ 100.1 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us.
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Blackstone Mortgage Trust, Inc.
Notes to Consolidated Financial Statements (continued)
Board of Directors’ Compensation
As of December 31, 2024, of the nine members of our board of directors, our seven non-employee directors are entitled to annual compensation of $ 210,000 each, of which $ 95,000 is paid in cash and $ 115,000 is paid in the form of deferred stock units or, at their election, shares of restricted common stock. As of December 31, 2024, the other two board members, the chairperson of the board and our chief executive officer, are not compensated by us for their service as directors. In addition, (i) the lead independent director receives additional annual cash compensation of $ 30,000 , (ii) 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.
Litigation
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of December 31, 2024, we were not involved in any material legal proceedings.
23. SEGMENT REPORTING
Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available that is evaluated on a regular basis by the chief operating decision maker, or CODM. Our CODM is, collectively, our Chief Executive Officer and Chief Financial Officer, who decide how to allocate resources and assess performance. A single management team reports to the CODM, who manages the entire business.
We have determined that we have one reportable segment based on how the CODM reviews and manages the business, which originates and acquires commercial mortgage loans and related investments.
Our CODM reviews, among other things, consolidated net income (loss) that is reported on the Consolidated Statements of Operations to make decisions, allocate resources and assess performance and does not evaluate the net income (loss) from any separate geography or product line. The measure of segment assets is reported on the Consolidated Balance Sheets as total consolidated assets.
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Blackstone Mortgage Trust, Inc.
Schedule IV – Mortgage Loans on Real Estate
As of December 31, 2024
(in thousands)
Type of Loan/Borrower Description / Location Interest Payment Rates (2)
Maximum
Maturity Date (3)
Periodic
Payment
Terms (4)
Prior
Liens (5)
Face Amount
of Loans
Carrying
Amount of
Loans (6)
Principal Amount of Loans Subject to Delinquent Principal or Interest (7)
Senior Mortgage Loans (1)
Senior loans in excess of 3% of the carrying amount of total loans
Borrower A Office / New York
+ 4.17 % 2027 I/O $ — $ 1,329,829 $ 1,327,886 $ —
Borrower B Mixed-Use / Dublin, IE
+ 3.20 % 2025 I/O — 860,102 855,764 —
Borrower C Hospitality / Australia
+ 4.75 % 2029 I/O — 818,672 814,225 —
Senior loans less than 3% of the carrying amount of total loans
Senior Mortgage Loans Office / Diversified - 1.30 % – 4.62 %
Fixed 6.00 %
2024 – 2030
I/O — 4,658,555 4,607,433 330,699
Senior Mortgage Loans Multifamily / Diversified + 1.71 % – 8.86 %
2025 – 2029
I/O & P/I — 4,960,975 4,947,380 195,000
Senior Mortgage Loans Hospitality / Diversified + 3.11 % – 4.95 %
2025 – 2029
I/O & P/I — 1,893,271 1,854,663 —
Senior Mortgage Loans Mixed-Use / Diversified + 2.76 % – 4.60 %
2025 – 2029
I/O — 1,860,795 1,847,567 —
Senior Mortgage Loans Industrial / Diversified + 2.71 % – 4.60 %
2025 – 2030
I/O & P/I — 1,380,784 1,376,442 —
Senior Mortgage Loans Other / Diversified + 3.25 % – 5.11 %
2026 – 2028
I/O — 472,118 471,427 —
Senior Mortgage Loans Retail / Diversified + 2.95 % – 3.33 %
2025 – 2027
I/O & P/I — 335,784 335,213 —
Senior Mortgage Loans Life Sciences/Studio / Diversified + 3.66 % – 3.75 %
2026 – 2026
I/O — 288,724 288,484 —
— 15,851,006 15,728,609 525,699
Total senior mortgage loans $ — $ 18,859,609 $ 18,726,484 $ 525,699
Subordinate Loans (8)
Subordinate loans less than 3% of the carrying amount of total loans
Subordinate loans Various / Diversified + 3.70 % – 4.75 %
2025 – 2028
I/O 817,477 343,515 321,034 —
Total subordinate loans $ 817,477 $ 343,515 $ 321,034 $ 525,699
Total loans $ 817,477 $ 19,203,126 $ 19,047,518 $ 525,699
CECL reserve (8)
( 733,936 )
Total loans, net $ 18,313,582
(1) Includes senior mortgages and similar credit quality loans, including related contiguous subordinate loans, and pari passu participations in senior mortgage loans.
(2) The interest payment rates are expressed as a spread over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, and other indices, as applicable to each loan. Excludes loans accounted for under the cost-recovery and nonaccrual methods, if any .
(3) Maximum maturity date assumes all extension options are exercised.
(4) I/O = interest only, P/I = principal and interest.
(5) Represents only third party liens.
(6) The tax basis of the loans included above is $ 18.6 billion as of December 31, 2024.
(7) Such loans are generally risk rated “5” with asset-specific CECL reserves, other than one loan that was risk rated “3” and not impaired as of December 31, 2024, as the estimated fair value of the underlying collateral exceeded our basis in the loan.
(8) Includes loans in which we have previously originated a whole loan and sold a senior mortgage interest to a third-party, resulting in these subordinate interests in mortgages, and mezzanine loans.
(9) As of December 31, 2024, we had a total loans receivable CECL reserve of $ 733.9 million, of which $ 580.7 million is specifically related to 13 of our loans receivable with an aggregate amortized cost basis of $ 1.8 billion as of December 31, 2024. Refer to Note 3 for additional information on our CECL reserves.
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Blackstone Mortgage Trust, Inc.
Notes to Schedule IV
As of December 31, 2024
(in thousands)
1. Reconciliation of Mortgage Loans on Real Estate:
The following table reconciles mortgage loans on real estate for the years ended:
2024 2023 2022
Balance at January 1, $ 23,787,012 $ 25,017,880 $ 22,003,017
Additions during period:
Loan fundings 1,356,208 1,344,130 6,810,218
Payment-in-kind interest, net of interest received 16,660 2,865 —
Amortization of fees and other items 64,133 78,428 80,632
Deductions during period:
Loan repayments, sales, and cost-recovery proceeds ( 4,751,286 ) ( 2,924,401 ) ( 3,168,155 )
Charge-offs
( 384,603 ) — —
Transfer to real estate owned
( 590,937 ) — —
Transfer to other assets, net
( 70,248 ) — —
Unrealized gain (loss) on foreign currency translation ( 347,728 ) 286,102 ( 632,902 )
Deferred fees and other items ( 31,693 ) ( 17,992 ) ( 74,930 )
Balance at December 31, $ 19,047,518 $ 23,787,012 $ 25,017,880
CECL reserve ( 733,936 ) ( 576,936 ) ( 326,137 )
Net balance at December 31, $ 18,313,582 $ 23,210,076 $ 24,691,743
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