Item 5. Other Information
ITEM 5. OTHER INFORMATION
Section 13(r) Disclosure
Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of
the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures
regarding activities at Mundys S.p.A., which may be, or may have been at the time considered to be, an affiliate of
Blackstone and, which may be, or may have been at the time considered to be, our affiliate.
Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2025 , three of our officers adopted a “Rule 10b5-1 trading arrangement,” as
defined in Item 408(c) of Regulation S-K, each of which is intended to satisfy the affirmative defense of Rule 10b5-1(c)
under the Exchange Act. Katharine A. Keenan , our Chief Executive Officer , adopted a Rule 10b5-1 sales plan on March
18, 2025 that provides for the automatic sale of shares of class A common stock in order to satisfy tax withholding
obligations arising from vesting of an aggregate of 51,850 shares of restricted stock granted on December 15, 2024 , held by
Ms. Keenan. The number of shares to be sold under the plan is unknown, as the number of shares will vary based on the
extent to which vesting conditions are satisfied and the market price of our class A common stock at the time of vesting.
Ms. Keenan’s Rule 10b5-1 sales plan will expire on December 31, 2027 , subject to the plan’s earlier expiration or
completion in accordance with its terms. Anthony F. Marone, Jr. , our Chief Financial Officer , adopted a Rule 10b5-1 sales
plan on March 6, 2025 that provides for the automatic sale of shares of class A common stock in order to satisfy tax
withholding obligations arising from vesting of an aggregate of 12,000 shares of restricted stock granted on December 15,
2024 , held by Mr. Marone. The number of shares to be sold under the plan is unknown, as the number of shares will vary
based on the extent to which vesting conditions are satisfied and the market price of our class A common stock at the time
of vesting. Mr. Marone’s Rule 10b5-1 sales plan will expire on December 31, 2027 , subject to the plan’s earlier expiration
or completion in accordance with its terms. Marcin Urbaszek , our Deputy Chief Financial Officer , adopted a Rule 10b5-1
sales plan on March 6, 2025 that provides for the automatic sale of shares of class A common stock in order to satisfy tax
withholding obligations arising from vesting of an aggregate of 12,889 shares of restricted stock granted on December 15,
2024 , held by Mr. Urbaszek. The number of shares to be sold under the plan is unknown, as the number of shares will vary
based on the extent to which vesting conditions are satisfied and the market price of our class A common stock at the time
of vesting. Mr. Urbaszek’s Rule 10b5-1 sales plan will expire on December 31, 2027 , subject to the plan’s earlier
expiration or completion in accordance with its terms.
92
ITEM 6.
EXHIBITS
10.1
Sixth Amendment to Master Repurchase Agreement, dated as of February 20, 2025, 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 CAD IE Issuer
Designated Activity Company, 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,
Gloss Finco 1, LLC, and Parlex 3A CAD Finco, LLC.
10.2
Amendment No. 18 to the Amended and Restated Master Repurchase and Securities Contract, dated as of
March 13, 2025, between Parlex 5 Finco, LLC and Wells Fargo Bank, National Association.
31.1
Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2
Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 +
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
32.2 +
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
99.1
Section 13(r) Disclosure
101.INS
XBRL Instance Document – the instance document does not appear in the interactive data file because its
XBRL tags are embedded within the inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
___________
+ 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.
93
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
BLACKSTONE MORTGAGE TRUST, INC.
April 30, 2025
/s/ Katharine A. Keenan
Date
Katharine A. Keenan
Chief Executive Officer
(Principal Executive Officer)
April 30, 2025
/s/ Anthony F. Marone, Jr.
Date
Anthony F. Marone, Jr.
Chief Financial Officer
(Principal Financial Officer)
April 30, 2025
/s/ Marcin Urbaszek
Date
Marcin Urbaszek
Deputy Chief Financial Officer
(Principal Accounting Officer)
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.