Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2026 , two 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. Marcin Urbaszek , our Chief Financial Officer , adopted a Rule 10b5-1 sales plan on February 27,
2026 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 15,337 shares of restricted stock granted on December 15, 2025 , 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, 2028 , subject to the plan’s earlier expiration or
completion in accordance with its terms. F. Austin Peña , our President , adopted a Rule 10b5-1 sales plan on March 26,
2026 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 36,843 shares of restricted stock granted on December 15, 2025 , held by Mr. Peña.
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. Peña’s Rule
10b5-1 sales plan will expire on December 31, 2028 , subject to the plan’s earlier expiration or completion in accordance
with its terms.
99
ITEM 6.
EXHIBITS
10.1
Fourteenth Amendment to Term Loan Credit Agreement, dated as of January 14, 2026, 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.
10.2
Second Amendment to Guaranty, dated as of February 27, 2026, by and between Blackstone Mortgage Trust,
Inc, Parlex 3A USD IE Issuer Designated Activity Company, Parlex 3A GBP IE Issuer Designated Activity
Company, Parlex 3A EUR IE Issuer Designated Activity Company, and Parlex 3A SEK IE Issuer Designated
Activity Company , Perpetual Corporate Trust Limited As Trustee of the Parlex 2022-1 Issuer Trust, Barclays
Bank PLC, Silver Holdco I, LLC and Silver Holdco II, LLC, 345-50 Partners, LLC, 345-40 Partners, LLC,
345-2 Partners, LLC, 42-16 Partners, LLC, and U.S. Bank Trustees Limited
10.3
First Amendment to Amended and Restated Limited Guaranty, dated as of February 24, 2026, made by
Blackstone Mortgage Trust, Inc. in favor of Citibank, N.A.
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
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.
100
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 29, 2026
/s/ Timothy S. Johnson
Date
Timothy S. Johnson
Chief Executive Officer
(Principal Executive Officer)
April 29, 2026
/s/ Marcin Urbaszek
Date
Marcin Urbaszek
Chief Financial Officer
(Principal Financial Officer and
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.