BLACKSTONE MORTGAGE TRUST, INC. 10-K

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 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. 102 Table of Contents 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 the 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 (“generally accepted accounting principles”). 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 of the company; 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 the company’s management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of 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, 2020, based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. Based on this assessment, management has determined that Blackstone Mortgage Trust’s internal control over financial reporting as of December 31, 2020, 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, 2020, which is included herein. ITEM 9B. OTHER INFORMATION None. 103 Table of Contents 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, 2021 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, 2021 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, 2020, 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) 306,691 (2) $ — 2,263,098 Equity compensation plans not approved by security holders (3) — — — Total 306,691 $ — 2,263,098 (1) The number of securities remaining for future issuances consists of an aggregate 2,263,098 shares issuable under our 2018 stock incentive plan and our 2018 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 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, 2021 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, 2021 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, 2021 with the SEC pursuant to Regulation 14A under the Exchange Act. 104 Table of Contents PART IV. ITEM 15. EXHIBITS, 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 105 Table of Contents 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) 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 with the Securities and Exchange Commission on June 11, 2020 and incorporated herein by reference) 3.2 Fifth Amended and Restated Bylaws of Blackstone Mortgage Trust, Inc. (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 23, 2019 and incorporated herein by reference) 4.1 * Description of Securities of Blackstone Mortgage Trust, Inc. 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 Second Supplemental Indenture, dated May 5, 2017, 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 Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on May 5, 2017 and incorporated herein by reference) 4.4 Form of 4.375% Convertible Senior Notes due 2022 (included as Exhibit A in Exhibit 4.3) 4.5 Third Supplemental Indenture, dated March 27, 2018, 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 Registrant’s Current Report on Form 8-K (File No. 001-14788) filed on March 27, 2018 and incorporated herein by reference) 4.6 Form of 4.75% Convertible Senior Notes due 2023 (included as Exhibit A in Exhibit 4.5) 106 Table of Contents Exhibit No. Exhibit Description 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 + Capital Trust, Inc. Amended and Restated 1997 Non-Employee Director Stock Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on January 29, 1999 and incorporated herein by reference) 10.5 + Capital Trust, Inc. 2007 Long-Term Incentive Plan (the “2007 Plan”) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on June 12, 2007 and incorporated herein by reference) 10.6 + 2007 Amendment to the 2007 Plan (filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on March 5, 2008 and incorporated herein by reference) 10.7 + Capital Trust, Inc. 2011 Long-Term Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on June 28, 2011 and incorporated herein by reference) 10.8 + Blackstone Mortgage Trust, Inc. 2013 Stock Incentive Plan (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on July 1, 2013 and incorporated herein by reference) 10.9 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2013 Stock Incentive Plan (filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 29, 2013 and incorporated herein by reference) 10.10 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2013 Stock Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 28, 2014 and incorporated herein by reference) 10.11 + Blackstone Mortgage Trust, Inc. 2013 Manager Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 1-14788) filed on July 1, 2013 and incorporated herein by reference) 10.12 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2013 Manager Incentive Plan (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 29, 2013 and incorporated herein by reference) 10.13 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2013 Manager Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 28, 2014 and incorporated herein by reference) 10.14 + Blackstone Mortgage Trust, Inc. 2016 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, 2016 and incorporated herein by reference) 107 Table of Contents Exhibit No. Exhibit Description 10.15 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan (filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 14, 2017 and incorporated herein by reference) 10.16 + Blackstone Mortgage Trust, Inc. 2016 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, 2016 and incorporated herein by reference) 10.17 + Form of Restricted Stock Award of Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan (filed as Exhibit 10.20 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 14, 2017 and incorporated herein by reference) 10.18 + 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) 10.19 + 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) 10.20 + 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) 10.21 + 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) 10.22 + 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) 10.23 Master Repurchase Agreement, dated as of May 21, 2013, by and between Bank of America, N.A. and Parlex 1 Finance, LLC (filed as Exhibit 10.25 of the Registrant’s Registration Statement on Form S-11 (No. 333-187541) filed on May 22, 2013 and incorporated herein by reference) 10.24 Joinder Agreement, dated as of September 23, 2013, by Parlex 1 Finance, LLC, Parlex 3 Finance LLC and Bank of America, N.A. (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 29, 2013 and incorporated herein by reference) 10.25 Joinder Termination Agreement, dated as of March 25, 2016, among Parlex 1 Finance, LLC, Parlex 3 Finance, LLC and Bank of America, N.A. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 26, 2016 and incorporated herein by reference) 10.26 Amendment No. 1 to Master Repurchase Agreement, dated as of September 23, 2013, by and between Bank of America, N.A. and Parlex 1 Finance, LLC (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 29, 2013 and incorporated herein by reference) 10.27 Amendment No. 2 to Master Repurchase Agreement, dated as of June 30, 2014, by and among Parlex 1 Finance, LLC, Parlex 3 Finance, LLC, and Bank of America, N.A. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2015 and incorporated herein by reference) 10.28 Amendment No. 3 to Master Repurchase Agreement, dated as of March 27, 2015, by and among Parlex 1 Finance, LLC, Parlex 3 Finance, LLC, and Bank of America, N.A. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2015 and incorporated herein by reference) 108 Table of Contents Exhibit No. Exhibit Description 10.29 Amendment No. 4 to Master Repurchase Agreement, dated as of March 25, 2016, by and between Parlex 1 Finance, LLC and Bank of America, N.A. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 26, 2016 and incorporated herein by reference) 10.30 Amendment No. 5 to Master Repurchase Agreement, dated as of December 21, 2017, among Parlex 1 Finance, LLC and Bank of America, N.A. (filed as Exhibit 10.7 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 24, 2018 and incorporated herein by reference) 10.31 Amendment No. 6 to Master Repurchase Agreement, dated as of March 30, 2018, among Parlex 1 Finance, LLC and Bank of America, N.A. (filed as Exhibit 10.8 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 24, 2018 and incorporated herein by reference) 10.32 Amendment No. 7 to Master Repurchase Agreement, dated as of December 19, 2019, among Parlex 1 Finance, LLC and Bank of America, N.A. (filed as Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 11, 2020 and incorporated herein by reference) 10.33 Amendment No. 8 to Master Repurchase Agreement, dated as of February 19, 2020, among Parlex 1 Finance, LLC and Bank of America, N. A. (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2020 and incorporated herein by reference) 10.34 Guarantee Agreement, dated as of May 21, 2013, made by Blackstone Mortgage Trust, Inc. in favor of Bank of America, N.A. (filed as Exhibit 10.26 of the Registrant’s Registration Statement on Form S-11 (No. 333-187541) filed on May 22, 2013 and incorporated herein by reference) 10.35 Amendment No. 1 to Guarantee Agreement, dated as of September 23, 2013, made by Blackstone Mortgage Trust, Inc. in favor of Bank of America, N.A. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 29, 2013 and incorporated herein by reference) 10.36 Amendment No. 2 to Guarantee Agreement, dated as of February 21, 2014, made by Blackstone Mortgage Trust, Inc. in favor of Bank of America, N.A. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 29, 2014 and incorporated herein by reference) 10.37 Amendment No. 3 to Guarantee Agreement, dated as of November 25, 2019, made by Blackstone Mortgage Trust, Inc. in favor of Bank of America, N.A. (filed as Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 11, 2020 and incorporated herein by reference) 10.38 Fourth Amended and Restated Master Repurchase Agreement, dated as of February 15, 2019, 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 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 23, 2019 and incorporated herein by reference) 10.39 First Amendment, dated as of June 7, 2019, to Fourth Amended and Restated Master Repurchase Agreement, dated as of February 15, 2019, 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 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 23, 2019 and incorporated herein by reference) 109 Table of Contents Exhibit No. Exhibit Description 10.40 Second Amendment, dated as of July 16, 2019, to Fourth Amended and Restated Master Repurchase Agreement by and 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 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 23, 2019 and incorporated herein by reference) 10.41 Third Amendment, dated as of February 19, 2020, to Fourth Amended and Restated Master Repurchase Agreement, dated as of February 15, 2019, 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 April 28, 2020 and incorporated herein by reference) 10.42 Fourth Amendment, dated as of September 30, 2020, to Fourth Amended and Restated Master Repurchase Agreement, dated as of February 15, 2019, 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 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 29, 2020 and incorporated herein by reference) 10.43 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) 10.44 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) 10.45 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) 10.46 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) 10.47 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) 10.48 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) 10.49 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) 10.50 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) 110 Table of Contents Exhibit No. Exhibit Description 10.51 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) 10.52 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) 10.53 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) 10.54 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) 10.55 Amendment No. 5 to Amended and Restated Master Repurchase and Securities Contract, dated June 30, 2016, by and 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) 10.56 Amendment No. 6 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 13, 2017, by and 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) 10.57 Amendment No. 7 to Amended and Restated Master Repurchase and Securities Contract, dated as of March 31, 2017, by and 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) 10.58 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) 10.59 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) 10.60 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) 10.61 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) 111 Table of Contents Exhibit No. Exhibit Description 10.62 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) 10.63 Fourth Amended and Restated Master Repurchase and Securities Contract, dated as of June 30, 2016, by and among Parlex 5 Ken Finco, LLC, Parlex 5 Ken UK Finco, LLC, Parlex 5 Ken CAD Finco, LLC, Parlex 5 Ken ONT Finco, LLC, Parlex 5 Ken EUR 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 July 26, 2016 and incorporated herein by reference) 10.64 Amendment No. 1 to Fourth Amended and Restated Master Repurchase and Securities Contract and Fourth Amended and Restated Fee and Pricing Letter, dated as of May 8, 2017 by and among Parlex 5 Ken Finco, LLC, Parlex 5 Ken UK Finco, LLC, Parlex 5 Ken CAD Finco, LLC, Parlex 5 Ken ONT Finco, LLC Parlex 5 Ken EUR 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 July 25, 2017 and incorporated herein by reference) 10.65 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) 10.66 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) 10.67 Master Repurchase Agreement, dated as of June 27, 2014, between Parlex 7 Finco, LLC and Metropolitan Life Insurance Company (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 29, 2014 and incorporated herein by reference) 10.68 Amendment No. 1 to Master Repurchase Agreement, dated as of February 24, 2015, by and between Parlex 7 Finco, LLC and Metropolitan Life Insurance Company (filed as Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on April 28, 2015 and incorporated herein by reference) 10.69 Amendment No. 2 to Master Repurchase Agreement, dated as of April 22, 2016, by and between Parlex 7 Finco, LLC and Metropolitan Life Insurance Company (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 26, 2016 and incorporated herein by reference) 10.70 Amendment No. 3 to Master Repurchase Agreement, dated as of April 21, 2017, by and between Parlex 7 Finco, LLC and Metropolitan Life Insurance Company (filed as Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on July 25, 2017 and incorporated herein by reference) 10.71 Amendment No. 4 to Master Repurchase Agreement, dated as of September 23, 2019, by and between Parlex 7 Finco, LLC and Metropolitan Life Insurance Company (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 23, 2019 and incorporated herein by reference) 10.72 Guaranty, dated as of June 27, 2014, made by Blackstone Mortgage Trust, Inc., in favor of Metropolitan Life Insurance Company (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 1-14788) filed on October 28, 2014 and incorporated herein by reference) 112 Table of Contents Exhibit No. Exhibit Description 10.73 Second Amended and Restated Master Repurchase Agreement, dated as of December 16, 2019, by and among Parlex 15 Finco, LLC and Deutsche Bank AG, Cayman Islands Branch (filed as Exhibit 10.67 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 11, 2020 and incorporated herein by reference) 10.74 Member Guaranty made as of December 16, 2019 by Parlex 15 Holdco, LLC for the benefit of Deutsche Bank AG, Cayman Islands Branch (filed as Exhibit 10.68 to the Registrant’s Annual Report on Form 10-K (File No. 1-14788) filed on February 11, 2020 and incorporated herein by reference) 10.75 Senior Facilities Agreement, dated March 2, 2018, between Project Quasar Pledgeco S.L.U., Bank of America Merrill Lynch International Limited, Deutsche Bank AG, London Branch, J.P. Morgan Securities PLC, Morgan Stanley Bank, N.A., Morgan Stanley Principal Funding, Inc., Parlex 15 Lux Eur Finco, S.À.R.L., The Royal Bank of Scotland PLC, SOF Investments S.À.R.L. and Situs Asset Management Limited (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (file No. 1-14788) filed on April 24, 2018 and incorporated herein by reference) 10.76 Amended and Restated Master Repurchase Agreement, dated as of June 19, 2019, by and among Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A Eur Finco, LLC and Barclays Bank plc. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file No. 1-14788) filed on July 23, 2019 and incorporated herein by reference) 10.77 First Amendment, dated August 25, 2020, to Amended and Restated Master Repurchase Agreement, dated as of June 19, 2019, by and among Parlex 3A Finco, LLC, Parlex 3A UK Finco, LLC, Parlex 3A Eur Finco, LLC and Barclays Bank plc. (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (file No. 1-14788) filed on October 29, 2020 and incorporated herein by reference) 10.78 Amended and Restated Guaranty, dated as of June 19, 2019 made by Blackstone Mortgage Trust, Inc. for the benefit of Barclays Bank plc (filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (file No. 1-14788) filed on July 23, 2019 and incorporated herein by reference) 10.79 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) 10.80 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) 10.81 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) 10.82 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) 113 Table of Contents Exhibit No. Exhibit Description 10.83 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) 10.84 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) 10.85 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) 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) 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 Securities Exchange Act of 1934, as amended (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 of 1933, as amended (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. 114 Table of Contents ITEM 16. FORM 10-K SUMMARY None. 115 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or Section 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 10, 2021 By: /s/ Stephen D. Plavin Date Stephen D. Plavin 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 10, 2021 Date /s/ Michael B. Nash Michael B. Nash Executive Chairman of the Board of Directors February 10, 2021 Date /s/ Stephen D. Plavin Stephen D. Plavin Chief Executive Officer and Director (Principal Executive Officer) February 10, 2021 Date /s/ Anthony F. Marone, Jr. Anthony F. Marone, Jr. Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 10, 2021 Date /s/ Leonard W. Cotton Leonard W. Cotton, Director February 10, 2021 Date /s/ Thomas E. Dobrowksi Thomas E. Dobrowski, Director February 10, 2021 Date /s/ Martin L. Edelman Martin L. Edelman, Director February 10, 2021 Date /s/ Henry N. Nassau Henry N. Nassau, Director February 10, 2021 Date /s/ Jonathan L. Pollack Jonathan L. Pollack, Director February 10, 2021 Date /s/ Lynne B. Sagalyn Lynne B. Sagalyn, Director 116 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2020 and 2019 F-6 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019, and 2018 F-7 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019, and 2018 F-8 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2020, 2019, and 2018 F-9 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019, and 2018 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 Table of Contents 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, 2020 and 2019, 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, 2020, and the related notes and the schedule 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, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, 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, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by COSO. Change in Accounting Principle As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for credit losses in the year ended December 31, 2020 due to adoption of Accounting Standard Update, or ASU, 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326).” 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 F-2 Table of Contents 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. 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) relates 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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 F-3 Table of Contents 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. 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, assessed macro-economic and industry trends, and performed benchmarking analysis against peers. • We tested the accuracy and completeness of quantitative data used by management to develop the adjustments to account for current and future economic conditions. 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 internal fair value specialists, we evaluated certain of these assumptions (e.g., guideline transactions, discount rates, capitalization rates). Our F-4 Table of Contents internal fair value 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. /s/ Deloitte & Touche LLP New York, New York February 10, 2021 We have served as the Company’s auditor since 2013 F-5 Table of Contents Blackstone Mortgage Trust, Inc. Consolidated Balance Sheets (in thousands, except share data) December 31, 2020 December 31, 2019 Assets Cash and cash equivalents $ 289,970 $ 150,090 Loans receivable 16,572,715 16,164,801 Current expected credit loss reserve ( 173,549 ) — Loans receivable, net 16,399,166 16,164,801 Other assets 269,819 236,980 Total Assets $ 16,958,955 $ 16,551,871 Liabilities and Equity Secured debt agreements, net $ 7,880,536 $ 9,731,426 Securitized debt obligations, net 2,922,499 1,187,084 Asset-specific debt agreements, net 391,269 323,504 Secured term loans, net 1,041,704 736,142 Convertible notes, net 616,389 613,071 Other liabilities 202,327 175,963 Total Liabilities 13,054,724 12,767,190 Commitments and contingencies — — Equity Class A common stock, $ 0.01 par value, 400,000,000 shares authorized and 146,780,031 shares issued and outstanding as of December 31, 2020, and 200,000,000 shares authorized and 135,003,662 shares issued and outstanding as of December 31, 2019 1,468 1,350 Additional paid-in capital 4,702,713 4,370,014 Accumulated other comprehensive income (loss) 11,170 ( 16,233 ) Accumulated deficit ( 829,284 ) ( 592,548 ) Total Blackstone Mortgage Trust, Inc. stockholders’ equity 3,886,067 3,762,583 Non-controlling interests 18,164 22,098 Total Equity 3,904,231 3,784,681 Total Liabilities and Equity $ 16,958,955 $ 16,551,871 Note: The consolidated balance sheets as of December 31, 2020 and December 31, 2019 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, 2020 and December 31, 2019, assets of the consolidated VIEs totaled $ 3.6 billion and $ 1.4 billion, respectively, and liabilities of the consolidated VIEs totaled $ 2.9 billion and $ 1.2 billion, respectively. Refer to Note 16 for additional discussion of the VIEs. See accompanying notes to consolidated financial statements. F- 6 Table of Contents Blackstone Mortgage Trust, Inc. Consolidated Statements of Operations (in thousands, except share and per share data) Year Ended December 31, 2020 2019 2018 Income from loans and other investments Interest and related income $ 779,648 $ 882,679 $ 756,109 Less: Interest and related expenses 347,471 458,503 359,625 Income from loans and other investments, net 432,177 424,176 396,484 Other expenses Management and incentive fees 77,916 78,435 74,834 General and administrative expenses 45,871 38,854 35,529 Total other expenses 123,787 117,289 110,363 Increase in current expected credit loss reserve ( 167,653 ) — — Income before income taxes 140,737 306,887 286,121 Income tax provision (benefit) 323 ( 506 ) 308 Net income 140,414 307,393 285,813 Net income attributable to non-controlling interests ( 2,744 ) ( 1,826 ) ( 735 ) Net income attributable to Blackstone Mortgage Trust, Inc. $ 137,670 $ 305,567 $ 285,078 Net income per share of common stock basic and diluted $ 0.97 $ 2.35 $ 2.50 Weighted-average shares of common stock outstanding, basic and diluted 141,795,977 130,085,398 113,857,238 See accompanying notes to consolidated financial statements. F- 7 Table of Contents Blackstone Mortgage Trust, Inc. Consolidated Statements of Comprehensive Income (in thousands) Year Ended December 31, 2020 2019 2018 Net income $ 140,414 $ 307,393 $ 285,813 Other comprehensive income Unrealized gain (loss) on foreign currency translation 87,113 23,920 ( 44,317 ) Realized and unrealized (loss) gain on derivative financial instruments ( 59,710 ) ( 5,931 ) 39,801 Other comprehensive income (loss) 27,403 17,989 ( 4,516 ) Comprehensive income 167,817 325,382 281,297 Comprehensive income attributable to non-controlling interests ( 2,744 ) ( 1,826 ) ( 735 ) Comprehensive income attributable to Blackstone Mortgage Trust, Inc. $ 165,073 $ 323,556 $ 280,562 See accompanying notes to consolidated financial statements. F- 8 Table of Contents 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 (Loss) Income Accumulated Deficit Stockholders’ Equity Non-Controlling Interests Total Equity Balance at December 31, 2017 $ 1,079 $ 3,506,861 $ ( 29,706 ) $ ( 567,168 ) $ 2,911,066 $ 6,340 $ 2,917,406 Shares of class A common stock issued, net 155 476,275 — — 476,430 — 476,430 Restricted class A common stock earned — 27,644 — — 27,644 — 27,644 Issuance of convertible notes — 1,462 — — 1,462 — 1,462 Conversion of convertible notes — ( 46,720 ) — — ( 46,720 ) — ( 46,720 ) Dividends reinvested — 518 — ( 465 ) 53 — 53 Deferred directors’ compensation — 500 — — 500 — 500 Other comprehensive loss — — ( 4,516 ) — ( 4,516 ) — ( 4,516 ) Net income — — — 285,078 285,078 735 285,813 Dividends declared on common stock, $ 2.48 per share — — — ( 286,873 ) ( 286,873 ) — ( 286,873 ) Contributions from non-controlling interests — — — — — 9,315 9,315 Distributions to non-controlling interests — — — — — ( 5,907 ) ( 5,907 ) Balance at December 31, 2018 $ 1,234 $ 3,966,540 $ ( 34,222 ) $ ( 569,428 ) $ 3,364,124 $ 10,483 $ 3,374,607 Shares of class A common stock issued, net 116 372,232 — — 372,348 — 372,348 Restricted class A common stock earned — 30,146 — — 30,146 — 30,146 Dividends reinvested — 596 — ( 554 ) 42 — 42 Deferred directors’ compensation — 500 — — 500 — 500 Other comprehensive income — — 17,989 — 17,989 — 17,989 Net income — — — 305,567 305,567 1,826 307,393 Dividends declared on common stock, $ 2.48 per share — — — ( 328,133 ) ( 328,133 ) — ( 328,133 ) Contributions from non-controlling interests — — — — — 51,418 51,418 Distributions to non-controlling interests — — — — — ( 41,629 ) ( 41,629 ) Balance at December 31, 2019 $ 1,350 $ 4,370,014 $ ( 16,233 ) $ ( 592,548 ) $ 3,762,583 $ 22,098 $ 3,784,681 Adoption of ASU 2016-13 — — — ( 17,565 ) ( 17,565 ) ( 85 ) ( 17,650 ) Shares of class A common stock issued, net 118 297,491 — — 297,609 — 297,609 Restricted class A common stock earned — 34,023 — — 34,023 — 34,023 Dividends reinvested — 685 — ( 633 ) 52 — 52 Deferred directors’ compensation — 500 — — 500 — 500 Other comprehensive income — — 27,403 — 27,403 — 27,403 Net income — — — 137,670 137,670 2,744 140,414 Dividends declared on common stock, $ 2.48 per share — — — ( 356,208 ) ( 356,208 ) — ( 356,208 ) Contributions from non-controlling interests — — — — — 8,431 8,431 Distributions to non-controlling interests — — — — — ( 15,024 ) ( 15,024 ) Balance at December 31, 2020 $ 1,468 $ 4,702,713 $ 11,170 $ ( 829,284 ) $ 3,886,067 $ 18,164 $ 3,904,231 See accompanying notes to consolidated financial statements. F- 9 Table of Contents Blackstone Mortgage Trust, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities Net income $ 140,414 $ 307,393 $ 285,813 Adjustments to reconcile net income to net cash provided by operating activities Non-cash compensation expense 34,532 30,656 28,154 Satisfaction of management and incentive fees in stock 19,277 — — Amortization of deferred fees on loans and debt securities ( 56,844 ) ( 57,926 ) ( 47,093 ) Amortization of deferred financing costs and premiums/ discount on debt obligations 37,403 32,195 28,284 Increase in current expected credit loss reserve 167,653 — — Unrealized (gain) loss on assets denominated in foreign currencies, net ( 3,366 ) 881 ( 165 ) Unrealized (gain) loss on derivative financial instruments, net ( 867 ) ( 1,071 ) 327 Realized loss (gain) on derivative financial instruments, net 1,364 11 ( 349 ) Changes in assets and liabilities, net Other assets 3,352 ( 7,355 ) ( 23,352 ) Other liabilities ( 6,311 ) ( 747 ) 18,383 Net cash provided by operating activities 336,607 304,037 290,002 Cash flows from investing activities Origination and fundings of loans receivable ( 1,896,276 ) ( 6,890,249 ) ( 7,890,051 ) Principal collections and sales proceeds from loans receivable and debt securities 1,850,003 4,940,194 3,084,747 Loan contributed to securitization — — 512,002 Investment in debt securities held-to-maturity — — ( 95,937 ) Origination and exit fees received on loans receivable 21,275 66,558 104,408 Receipts under derivative financial instruments 90,427 49,673 47,527 Payments under derivative financial instruments ( 133,430 ) ( 6,524 ) ( 18,475 ) Collateral deposited under derivative agreements ( 346,640 ) ( 59,720 ) ( 38,990 ) Return of collateral deposited under derivative agreements 326,390 28,920 43,110 Net cash used in investing activities ( 88,251 ) ( 1,871,148 ) ( 4,251,659 ) continued… See accompanying notes to consolidated financial statements. F- 10 Table of Contents Blackstone Mortgage Trust, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2020 2019 2018 Cash flows from financing activities Borrowings under secured debt agreements $ 2,567,834 $ 6,322,165 $ 9,100,019 Repayments under secured debt agreements ( 4,690,607 ) ( 5,526,989 ) ( 5,313,679 ) Proceeds from issuance of securitized debt obligations 2,051,875 — — Repayment of securitized debt obligations ( 300,879 ) ( 102,478 ) — Borrowings under asset-specific debt agreements 161,960 247,295 83,833 Repayments under asset-specific debt agreements ( 82,754 ) — ( 99,391 ) Proceeds from sale of loan participations — 21,346 99,696 Repayment of loan participations — ( 115,874 ) ( 85,875 ) Net proceeds from issuance of secured term loan 315,438 748,414 — Repayments of secured term loan ( 9,113 ) ( 3,122 ) — Payment of deferred financing costs ( 47,345 ) ( 39,370 ) ( 25,006 ) Contributions from non-controlling interests 8,431 51,418 9,315 Distributions to non-controlling interests ( 15,024 ) ( 41,629 ) ( 5,907 ) Net proceeds from issuance of convertible notes — — 214,775 Repayment of convertible notes — — ( 219,232 ) Net proceeds from issuance of class A common stock 278,322 372,337 476,420 Dividends paid on class A common stock ( 348,907 ) ( 320,961 ) ( 277,260 ) Net cash (used in) provided by financing activities ( 110,769 ) 1,612,552 3,957,708 Net increase (decrease) in cash and cash equivalents 137,587 45,441 ( 3,949 ) Cash and cash equivalents at beginning of year 150,090 105,662 102,518 Effects of currency translation on cash and cash equivalents 2,293 ( 1,013 ) 7,093 Cash and cash equivalents at end of year $ 289,970 $ 150,090 $ 105,662 Supplemental disclosure of cash flows information Payments of interest $ ( 312,093 ) $ ( 425,801 ) $ ( 318,919 ) (Payments) receipts of income taxes $ ( 232 ) $ 109 $ ( 554 ) Supplemental disclosure of non-cash investing and financing activities Dividends declared, not paid $ ( 91,004 ) $ ( 83,702 ) $ ( 76,530 ) Satisfaction of management and incentive fees in stock $ 19,277 $ — $ — Loan principal payments held by servicer, net $ 19,460 $ 49,584 $ 4,855 See accompanying notes to consolidated financial statements F-1 1 Table of Contents 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. and its subsidiaries unless the context specifically requires otherwise. Blackstone Mortgage Trust is a real estate finance company that originates senior loans collateralized by commercial real estate in North America, Europe, and Australia. Our portfolio is composed primarily of loans secured by high-quality, institutional assets in major markets, sponsored by experienced, well-capitalized real estate investment owners and operators. These senior loans are capitalized by accessing a variety of financing options, including borrowing under our credit facilities, issuing CLOs or single-asset securitizations, and syndicating senior loan participations, depending on our view of the most prudent financing option available for each of our investments. We are not in the business of buying or trading securities, and the only securities we own are the retained interests from our securitization financing transactions, which we have not financed. We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of The Blackstone Group 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, 15th Floor, New York, New York 10154. We were incorporated in Maryland in 1998, when we reorganized from a California common law business trust into a Maryland corporation. 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. Certain reclassifications have been made in the presentation of the prior period balance sheet, statements of cash flows, and secured debt agreements in Note 5 to conform to the current period presentation. 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 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. In the third quarter of 2018, we contributed a loan to a single asset securitization vehicle, or the 2018 Single Asset Securitization, which is a VIE, and invested in the related subordinate position. We are not the primary F-1 2 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) beneficiary of the VIE because we do not have the power to direct the activities that most significantly affect the VIE’s economic performance and, therefore, do not consolidate the 2018 Single Asset Securitization on our balance sheet. We have classified the subordinate position we own as a held-to-maturity debt security that is included in other assets on our consolidated balance sheets. Refer to Note 16 for additional discussion of our VIEs. In April 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. 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. As of December 31, 2020, there is an ongoing global outbreak of a novel coronavirus, or COVID-19. In March 2020, the World Health Organization designated COVID-19 as a pandemic, and numerous countries, including the United States, declared national emergencies with respect to COVID-19. The United States and other countries reacted to the COVID-19 outbreak with unprecedented government intervention, including interest rate cuts and economic stimulus. The global impact of the outbreak rapidly evolved (and continues to do so), and many countries reacted by instituting, or strongly encouraging, quarantines and restrictions on travel, closing financial markets and/or restricting trading, limiting operations of non-essential offices, retail centers, hotels, and other businesses, and taking other restrictive measures designed to help slow the spread of COVID-19. Businesses also implemented similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of COVID-19, have created disruption in global supply chains, increasing rates of unemployment and adversely impacting many industries, including industries related to the collateral underlying certain of our loans. Moreover, with the continued spread of COVID-19, governments and businesses are likely to continue to take aggressive measures to help slow its spread. For this reason, among others, as COVID-19 continues to spread, the potential impacts, including a global, regional, or other economic recession, are increasingly uncertain and difficult to assess. The rapid development and fluidity of this situation preclude any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. We believe the estimates and assumptions underlying our consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2020, however uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and our business in particular, makes any estimates and assumptions as of December 31, 2020 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ materially from those estimates. Revenue Recognition Interest income from our loans receivable portfolio and debt securities is recognized over the life of each investment 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 or debt security as an adjustment to yield. Income accrual is generally suspended for loans at the earlier of the date F-1 3 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) at which payments become 90 days past due or when, in the opinion of our Manager, recovery of income and principal becomes doubtful . Interest received is then recorded as a reduction in the outstanding principal balance 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 component of 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, 2020 and December 31, 2019, 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 $ 384.6 million and $ 450.8 million as of December 31, 2020 and December 31, 2019, 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. Debt Securities Held-to-Maturity We classify our debt securities as held-to-maturity, as we have the intent and ability to hold these securities until maturity. We include our debt securities in other assets on our consolidated balance sheets at amortized cost. Current Expected Credit Losses Reserve The current expected credit loss, or CECL, reserve required under Accounting Standard Update, or ASU, 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326),” or ASU 2016-13, reflects our current estimate of potential credit losses related to our loans and debt securities included in our consolidated balance sheets. The initial CECL reserve recorded on January 1, 2020 is reflected as a direct charge to retained earnings on our consolidated statements of changes in equity; however subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of operations. While ASU 2016-13 does not require any particular method for determining the CECL reserve, it does specify the reserve 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, ASU 2016-13 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the GAAP principal underlying the CECL model that all loans, debt securities, and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors. F-1 4 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) We estimate our CECL reserve 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 the Financial Accounting Standards Board 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 loans 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 a CECL reserve 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, which includes zero realized loan losses since the launch of our senior loan origination business in 2013, 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, 2020. 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, which 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 reserve is 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 reserve by applying the practical expedient for collateral dependent loans. The CECL reserve is 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 our Manager. Actual losses, if any, could ultimately F-1 5 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) differ materially from these estimates. We only expect to realize the impairment losses if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected. We adopted ASU 2016-13 using the modified-retrospective method for all financial assets measured at amortized cost. Prior to our adoption, we had no loan loss provisions on our consolidated balance sheets. We recorded a cumulative-effective adjustment to the opening retained earnings in our consolidated statement of equity as of January 1, 2020. The following table details the impact of this adoption ($ in thousands): Impact of ASU 2016-13 Adoption Assets: Loans U.S. Loans $ 8,955 Non-U.S. Loans 3,631 Unique Loans 1,356 CECL reserve on loans $ 13,942 CECL reserve on held-to-maturity debt securities 445 Liabilities: CECL reserve on unfunded loan commitments 3,263 Total impact of ASU 2016-13 adoption on retained earnings $ 17,650 Contractual Term and Unfunded Loan Commitments Expected credit losses are estimated over the contractual term of each loan, adjusted for expected prepayments. 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 reserve. 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 loan receivables. Credit Quality Indicator Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve. Our Manager performs a quarterly risk review of our portfolio of loans, and assigns each loan a risk rating based on a variety of factors, including, without limitation, 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. F-1 6 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) Estimation of Economic Conditions In addition to the WARM method computations and probability-weighted models described above, our CECL reserve is 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, 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. These estimations require 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, 2020. Derivative Financial Instruments We classify all derivative financial instruments as either other assets or other liabilities on our consolidated balance sheets at fair value. 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. Effective April 1, 2020, 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. Secured Debt Agreements and Asset-Specific Debt Agreements Where applicable, we record investments financed with secured debt agreements or asset-specific debt agreements as separate assets and the related borrowings under any secured debt agreements or asset-specific debt agreements are recorded as separate liabilities on our consolidated balance sheets. Interest income earned on F-1 7 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements ( continued ) the investments and interest expense incurred on the secured debt agreements or asset-specific debt agreements are reported separately on our consolidated statements of operations. Senior Loan Participations In certain instances, we finance our loans through the non-recourse syndication of a senior loan interest to a third-party. Depending on the particular structure of the syndication, the senior loan interest may remain on our GAAP balance sheet or, in other cases, the sale will be recognized and the senior 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 participations 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 subordinate loan and not the non-consolidated senior interest we sold. Secured Term Loans We record our secured 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 secured term loans as additional non-cash interest expense. Convertible Notes The “Debt with Conversion and Other Options” Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The initial proceeds from the sale of convertible notes are allocated between a liability component and an equity component in a manner that reflects interest expense at the rate of similar nonconvertible debt that could have been issued at such time. The equity component represents the excess initial proceeds received over the fair value of the liability component of the notes as of the date of issuance. We measured the estimated fair value of the debt component of our convertible notes as of the respective issuance dates based on our nonconvertible debt borrowing rate. The equity component of each series of our convertible notes is reflected within additional paid-in capital on our consolidated balance sheet, and the resulting issue discount is amortized over the period during which such convertible notes are expected to be outstanding (through the maturity date) as additional non-cash interest expense. The additional non-cash interest expense attributable to such convertible notes will increase in subsequent periods through the maturity date as the notes accrete to their par value over the same period. 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. 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. F-1 8 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) 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. The estimated value of each asset reported at fair value using Level 3 inputs is determined by an internal committee composed of members of senior management of our Manager, including our Chief Executive Officer, Chief Financial Officer, and other senior officers. 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 15. 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-party dealers. For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our Manager’s 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 deemed relevant by our Manager. During the year ended December 31, 2020, we recorded an aggregate $ 69.7 million CECL reserve specifically related to two of our loans receivable with an aggregate outstanding principal balance of $ 338.7 million, as of December 31, 2020. The CECL reserve was recorded based on our Manager’s estimation of the fair value of the loan’s underlying collateral as of December 31, 2020. 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. The significant unobservable inputs used to estimate the fair value of these loans receivable include the exit capitalization rate assumption used to forecast the future sale price of the underlying real estate collateral, which ranged from 4.25 % to 4.80 %. 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. F-19 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) 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 by our Manager based on 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 deemed relevant by our Manager. • Debt securities held-to-maturity: The fair value of these instruments was estimated by utilizing third-party pricing service providers assuming the securities are not sold prior to maturity. 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. • 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 agreements, 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 agreements, net: The fair value of these instruments was estimated based on the rate at which a similar agreement would currently be priced. • Secured 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. • Convertible notes, net: Each series of the convertible notes is actively traded and their fair values were obtained using quoted market prices. 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 13 for additional information. Stock-Based Compensation Our stock-based compensation consists of awards issued to our Manager and certain individuals employed by an affiliate of our Manager 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 14 for additional information. F- 20 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) Earnings per Share Basic earnings per share, or Basic EPS, is computed in accordance with the two-class method and is based on the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by 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 treasury stock method, and is based on the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by the weighted-average number of shares of our class A common stock, including restricted class A common stock and deferred stock units. Refer to Note 11 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). 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. Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326),” or ASU 2016-13. ASU 2016-13 significantly changes how entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaced the incurred loss model under previous guidance with a CECL model for instruments measured at amortized cost, and requires entities to record reserves for available-for-sale debt securities rather than reduce the carrying amount, as they did previously under the other-than-temporary impairment model. It also simplified the accounting model for purchased credit-impaired debt securities and loans. We adopted ASU 2016-13 on January 1, 2020, and recorded a $ 17.7 million cumulative-effect adjustment to retained earnings. In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” or ASU 2020-04. ASU 2020-04 provides optional expedients and exceptions to GAAP requirements for modifications on debt instruments, leases, derivatives, and other contracts, related to the expected market transition from LIBOR, and certain other floating rate benchmark indices, or collectively, IBORs, to alternative reference rates. ASU 2020-04 generally considers contract modifications related to reference rate reform to be an event that does not require contract remeasurement at the modification date nor a reassessment of a previous accounting determination. The guidance in ASU 2020-04 is F-21 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) optional and may be elected over time, through December 31, 2022, as reference rate reform activities occur. Once ASU 2020-04 is elected, the guidance must be applied prospectively for all eligible contract modifications. In the first quarter of 2020, we have elected to apply the hedge accounting expedients, related to probability and the assessments of effectiveness, for future IBOR-indexed cash flows, to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with our past presentation. We continue to evaluate the impact of ASU 2020-04 and may apply other elections, as applicable, as the expected market transition from IBORs to alternative reference rates continues to develop. In August 2020, the FASB issued ASU 2020-06 “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” or ASU 2020-06. ASU 2020-06 simplifies the accounting for convertible debt by eliminating the beneficial conversion and cash conversion accounting models. ASU 2020-06 also updates the earnings per share calculation and requires entities to assume share settlement when the convertible debt can be settled in cash or shares. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 and is to be adopted through a cumulative-effect adjustment to the opening balance of retained earnings either at the date of adoption or in the first comparative period presented. Upon adoption of ASU 2020-06, convertible debt proceeds, unless issued with a substantial premium or an embedded conversion feature, will no longer be allocated between debt and equity components. This will reduce the issue discount and result in less non-cash interest expense in our consolidated financial statements. Additionally, ASU 2020-06 will result in the reporting of a diluted earnings per share, if the effect is dilutive, in our consolidated financial statements, regardless of our settlement intent. 3. LOANS RECEIVABLE, NET The following table details overall statistics for our loans receivable portfolio ($ in thousands): December 31, 2020 December 31, 2019 Number of loans 120 128 Principal balance $ 16,652,824 $ 16,277,343 Net book value $ 16,399,166 $ 16,164,801 Unfunded loan commitments (1) $ 3,160,084 $ 3,911,868 Weighted-average cash coupon (2) L + 3.18 % L + 3.20 % Weighted-average all-in yield (2) L + 3.53 % L + 3.55 % Weighted-average maximum maturity (years) (3) 3.1 3.8 (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 USD LIBOR, GBP LIBOR, EURIBOR, BBSY, and CDOR, as applicable to each loan. As of December 31, 2020, 99 % of our loans by principal balance earned a floating rate of interest, primarily indexed to USD LIBOR, and $ 13.7 billion of such loans earned interest based on floors that are above the applicable index. The other 1 % of our loans earned a fixed rate of interest. We reflect our fixed rate loans as a spread over the relevant floating benchmark rates, as of December 31, 2020 and December 31, 2019, respectively, for purposes of the weighted-averages. As of December 31, 2019, 99 % of our loans by total loan exposure earned a floating rate of interest, primarily indexed to USD LIBOR, and $ 6.1 billion of such loans earned interest based on floors that are above the applicable index. 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 method. (3) Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. As of December 31, 2020, 31 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 69 % were open to repayment by the borrower without penalty. As of December 31, 2019, 61 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 39 % were open to repayment by the borrower without penalty. F-22 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) 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, 2018 $ 14,293,970 $ ( 102,770 ) $ 14,191,200 Loan fundings 6,890,249 — 6,890,249 Loan repayments and sales proceeds ( 4,974,881 ) — ( 4,974,881 ) Unrealized gain (loss) on foreign currency translation 68,005 ( 629 ) 67,376 Deferred fees and other items — ( 66,558 ) ( 66,558 ) Amortization of fees and other items — 57,415 57,415 Loans Receivable, as of December 31, 2019 $ 16,277,343 $ ( 112,542 ) $ 16,164,801 Loan fundings 1,896,276 — 1,896,276 Loan repayments and sales ( 1,862,955 ) — ( 1,862,955 ) Unrealized gain (loss) on foreign currency translation 342,160 ( 1,900 ) 340,260 Deferred fees and other items — ( 21,946 ) ( 21,946 ) Amortization of fees and other items — 56,279 56,279 Loans Receivable, as of December 31, 2020 $ 16,652,824 $ ( 80,109 ) $ 16,572,715 CECL reserve ( 173,549 ) Loans Receivable, net, as of December 31, 2020 $ 16,399,166 (1) Other items primarily consist of purchase and sale discounts or premiums, exit fees, and deferred origination expenses. F-2 3 Table of Contents 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, 2020 Property Type Number of Loans Net Book Value Total Loan Exposure (1)(2) Percentage of Portfolio Office 59 $ 9,980,799 $ 10,451,658 59 % Hospitality 14 2,295,255 2,369,454 14 Multifamily 31 1,788,149 1,862,667 11 Industrial 6 673,912 675,344 4 Retail 4 538,702 551,243 3 Self-Storage 2 301,566 301,491 2 Condominium 2 245,492 264,162 2 Other 2 748,840 978,602 5 Total loans receivable 120 $ 16,572,715 $ 17,454,621 100 % CECL reserve ( 173,549 ) Loans receivable, net $ 16,399,166 Geographic Location Number of Loans Net Book Value Total Loan Exposure (1)(2) Percentage of Portfolio United States Northeast 24 $ 4,050,732 $ 4,069,712 23 % West 27 2,942,126 3,413,089 20 Southeast 25 2,624,701 2,707,080 16 Midwest 8 973,702 976,693 6 Southwest 9 597,100 598,813 3 Northwest 1 15,404 15,413 — Subtotal 94 11,203,765 11,780,800 68 International United Kingdom 13 1,816,901 2,066,390 12 Ireland 1 1,309,443 1,317,846 8 Spain 2 1,247,162 1,252,080 7 Australia 2 259,126 259,788 1 Germany 1 214,795 252,816 1 Italy 1 203,982 205,514 1 Netherlands 1 105,300 106,274 1 Belgium 1 94,757 94,936 1 Canada 3 82,185 82,262 — France 1 35,299 35,915 — Subtotal 26 5,368,950 5,673,821 32 Total loans receivable 120 $ 16,572,715 $ 17,454,621 100 % CECL reserve ( 173,549 ) Loans receivable, net $ 16,399,166 (1) In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. See Note 2 for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including $ 801.8 million of such non-consolidated senior interests as of December 31, 2020. (2) Excludes investment exposure to the $ 735.5 million 2018 Single Asset Securitization. See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization. F-24 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) December 31, 2019 Property Type Number of Loans Net Book Value Total Loan Exposure (1)(2) Percentage of Portfolio Office 63 $ 9,946,055 $ 10,266,567 61 % Hospitality 14 2,199,220 2,281,718 13 Multifamily 36 1,596,333 1,642,664 10 Industrial 5 603,917 607,423 4 Retail 3 373,045 381,040 2 Self-Storage 2 291,994 292,496 2 Condominium 1 232,778 234,260 1 Other 4 921,459 1,259,696 7 128 $ 16,164,801 $ 16,965,864 100 % Geographic Location Number of Loans Net Book Value Total Loan Exposure (1)(2) Percentage of Portfolio United States Northeast 25 $ 3,789,477 $ 3,815,580 22 % West 30 3,143,323 3,451,914 20 Southeast 23 2,321,444 2,334,852 14 Midwest 10 1,174,581 1,180,240 7 Southwest 11 464,989 467,532 3 Northwest 3 52,891 52,989 — Subtotal 102 10,946,705 11,303,107 66 International United Kingdom 13 1,738,536 2,102,501 12 Ireland 1 1,318,196 1,330,647 8 Spain 2 1,231,061 1,237,809 7 Australia 3 360,047 361,763 2 Germany 1 195,081 251,020 1 Italy 1 178,740 180,897 1 Belgium 1 86,807 87,201 1 Canada 3 77,656 77,953 1 France 1 31,972 32,966 1 Subtotal 26 5,218,096 5,662,757 34 Total 128 $ 16,164,801 $ 16,965,864 100 % (1) In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. See Note 2 for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including $ 688.5 million of such non-consolidated senior interests as of December 31, 2019. (2) Excludes investment exposure to the $ 930.0 million 2018 Single Asset Securitization. See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization. F-2 5 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) Loan Risk Ratings As further described in Note 2, our Manager evaluates our loan portfolio on a quarterly basis. In conjunction with our quarterly loan portfolio review, our Manager assesses the risk factors of each loan, and assigns a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, risk of loss, current 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 principal balance and net book value of our loans receivable based on our internal risk ratings ($ in thousands): December 31, 2020 December 31, 2019 Risk Rating Number of Loans Net Book Value Total Loan Exposure (1)(2) Number of Loans Net Book Value Total Loan Exposure (1)(2) 1 8 $ 777,163 $ 778,283 6 $ 376,379 $ 378,427 2 17 2,513,848 2,528,835 30 3,481,123 3,504,972 3 79 9,911,914 10,763,496 89 12,137,963 12,912,722 4 14 3,032,593 3,045,309 3 169,336 169,743 5 2 337,197 338,698 — — — Total loans receivable 120 $ 16,572,715 $ 17,454,621 128 $ 16,164,801 $ 16,965,864 CECL reserve ( 173,549 ) — Loans receivable, net $ 16,399,166 $ 16,164,801 (1) In certain instances, we finance our loans through the non-recourse sale of a senior loan interest that is not included in our consolidated financial statements. See Note 2 for further discussion. Total loan exposure encompasses the entire loan we originated and financed, including $ 801.8 million and $ 688.5 million of such non-consolidated senior interests as of December 31, 2020 and December 31, 2019, respectively. (2) Excludes investment exposure to the 2018 Single Asset Securitization of $ 735.5 million and $ 930.0 million as of December 31, 2020 and December 31, 2019, respectively. See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization. The weighted-average risk rating of our total loan exposure was 3.0 and 2.8 as of December 31, 2020 and 2019, respectively. The increase in the risk rating was primarily the result of loans with an aggregate principal balance of $ 3.2 billion that were downgraded to a “ 4 ” or “ 5 ” during the year ended December 31, 2020 to reflect the higher risk in loans collateralized by hospitality assets and select other assets that are particularly negatively impacted by the COVID-19 pandemic. Current Expected Credit Loss Reserve The CECL reserve required under GAAP reflects our current estimate of potential credit losses related to the loans and debt securities included in our consolidated balance sheets. Refer to Note 2 for further discussion of F-2 6 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) our CECL reserve. The following table presents the activity in our loans receivable CECL reserve by investment pool for the year ended December 31, 2020 ($ in thousands): U.S. Loans Non-U.S. Loans Unique Loans Impaired Loans Total Loans Receivable, Net CECL reserve as of December 31, 2019 $ — $ — $ — $ — $ — Initial CECL reserve on January 1, 2020 8,955 3,631 1,356 — 13,942 Increase in CECL reserve 34,040 24,103 31,803 69,661 159,607 CECL reserve as of December 31, 2020 $ 42,995 $ 27,734 $ 33,159 $ 69,661 $ 173,549 Our initial CECL reserve of $ 13.9 million against our loans receivable portfolio, recorded on January 1, 2020, is reflected as a direct charge to retained earnings on our consolidated statements of changes in equity; however subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of operations. During the year ended December 31, 2020, we recorded an increase of $ 159.6 million in the current expected credit loss reserve against our loans receivable portfolio, bringing our total CECL reserve to $ 173.5 million as of December 31, 2020. This CECL reserve reflects the macroeconomic impact of the COVID-19 pandemic on commercial real estate markets generally, as well as certain loans assessed for impairment in our portfolio. See Note 2 for further discussion of COVID-19. During the first and fourth quarters of 2020, we entered into loan modifications related to a multifamily asset in New York City, which is classified as a troubled debt restructuring under GAAP. These modifications included, among other changes, a reduction in the loan’s contractual interest payments and an extension of the loan’s maturity date. During the three months ended June 30, 2020, we recorded a $ 14.8 million CECL reserve on this loan, which was unchanged as of December 31, 2020. This loan has an outstanding principal balance of $ 52.4 million, net of cost-recovery proceeds, as of December 31, 2020. The CECL reserve was recorded based on our Manager’s estimation of the fair value of the loan’s underlying collateral as of December 31, 2020. During the third quarter of 2020, we entered into a loan modification related to a hospitality asset in New York City, which is classified as a troubled debt restructuring under GAAP. This modification included, among other changes, a reduction in the loan’s contractual interest payments and an extension of the loan’s maturity date. During the three months ended June 30, 2020, we recorded a $ 54.9 million CECL reserve on this loan, which was unchanged as of December 31, 2020. This loan has an outstanding principal balance of $ 286.3 million, net of cost-recovery proceeds, as of December 31, 2020. The CECL reserve was recorded based on our Manager’s estimation of the fair value of the loan’s underlying collateral as of December 31, 2020. As of July 1, 2020, the income accrual was suspended on the two loans detailed above, which had an aggregate outstanding principal balance of $ 338.7 million, as of December 31, 2020. No income was recorded on these loans subsequent to July 1, 2020. F-2 7 Table of Contents 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 table presents the net book value of our loan portfolio as of December 31, 2020 by year of origination, investment pool, and risk rating ($ in thousands): Net Book Value of Loans Receivable by Year of Origination (1)(2) As of December 31, 2020 Risk Rating 2020 2019 2018 2017 2016 Prior Total U.S. loans 1 $ — $ 231,796 $ 253,674 $ 43,906 $ 17,009 $ — $ 546,385 2 — 282,017 1,172,168 757,138 79,848 222,677 2,513,848 3 781,595 2,391,297 1,672,897 1,134,288 227,466 220,644 6,428,187 4 65,978 170,541 1,055,142 63,293 105,380 — 1,460,334 5 — — — — — — — Total U.S. loans $ 847,573 $ 3,075,651 $ 4,153,881 $ 1,998,625 $ 429,703 $ 443,321 $ 10,948,754 Non-U.S. loans 1 $ — $ — $ 136,021 $ 94,757 $ — $ — $ 230,778 2 — — — — — — — 3 105,300 2,526,225 479,512 — 113,653 — 3,224,690 4 — 256,494 — — — — 256,494 5 — — — — — — — Total Non-U.S. loans $ 105,300 $ 2,782,719 $ 615,533 $ 94,757 $ 113,653 $ — $ 3,711,962 Unique loans 1 $ — $ — $ — $ — $ — $ — $ — 2 — — — — — — — 3 — — 198,433 — — 60,604 259,037 4 — 325,097 990,668 — — — 1,315,765 5 — — — — — — — Total unique loans $ — $ 325,097 $ 1,189,101 $ — $ — $ 60,604 $ 1,574,802 Impaired loans 1 $ — $ — $ — $ — $ — $ — $ — 2 — — — — — — — 3 — — — — — — — 4 — — — — — — — 5 — — 284,809 — — 52,388 337,197 Total impaired loans $ — $ — $ 284,809 $ — $ — $ 52,388 $ 337,197 Total loans receivable 1 $ — $ 231,796 $ 389,695 $ 138,663 $ 17,009 $ — $ 777,163 2 — 282,017 1,172,168 757,138 79,848 222,677 2,513,848 3 886,895 4,917,522 2,350,842 1,134,288 341,119 281,248 9,911,914 4 65,978 752,132 2,045,810 63,293 105,380 — 3,032,593 5 — — 284,809 — — 52,388 337,197 Total loans receivable $ 952,873 $ 6,183,467 $ 6,243,324 $ 2,093,382 $ 543,356 $ 556,313 $ 16,572,715 CECL reserve ( 173,549 ) Loans receivable, net $ 16,399,166 (1) Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications. (2) Excludes the $ 75.7 million net book value of our held-to-maturity debt securities which represents our subordinate position we own in the 2018 Single Asset Securitization, and is included in other assets on our consolidated balance sheets. See Note 4 for details of the subordinate position we own in the 2018 Single Asset Securitization. F-2 8 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) Multifamily Joint Venture As discussed in Note 2, we entered into a Multifamily Joint Venture in April 2017. As of December 31, 2020 and December 31, 2019, our Multifamily Joint Venture held $ 484.8 million and $ 670.5 million of loans, respectively, which are included in the loan disclosures above. Refer to Note 2 for additional discussion of our Multifamily Joint Venture. 4. OTHER ASSETS AND LIABILITIES Other Assets The following table details the components of our other assets ($ in thousands): December 31, 2020 December 31, 2019 Debt securities held-to-maturity (1) $ 77,445 $ 86,638 CECL reserve ( 1,723 ) — Debt securities held-to-maturity, net 75,722 86,638 Loan portfolio payments held by servicer (2) 73,224 49,584 Accrued interest receivable 66,757 66,649 Collateral deposited under derivative agreements 51,050 30,800 Prepaid expenses 973 739 Derivative assets 522 1,079 Prepaid taxes 376 376 Other 1,195 1,115 Total $ 269,819 $ 236,980 (1) Represents the subordinate position we own in the 2018 Single Asset Securitization, which held aggregate loan assets of $ 735.5 million and $ 930.0 million as of December 31, 2020 and December 31, 2019, respectively, with a yield to full maturity of L+ 10.0 % and a maximum maturity date of June 9, 2025 , assuming all extension options are exercised by the borrower. Refer to Note 16 for additional discussion. (2) Represents loan principal and interest payments held by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle. Current Expected Credit Loss Reserve The CECL reserve required under GAAP reflects our current estimate of potential credit losses related to the loans and debt securities included in our consolidated balance sheets. Refer to Note 2 for further discussion of our CECL reserve. The following table presents the activity in our debt securities CECL reserve by investment pool for the year ended December 31, 2020 ($ in thousands): U.S. Loans Non-U.S. Loans Unique Loans Impaired Loans Total Debt Securities Held-To-Maturity CECL reserve as of December 31, 2019 $ — $ — $ — $ — $ — Initial CECL reserve on January 1, 2020 445 — — — 445 Increase in CECL reserve 1,278 — — — 1,278 CECL reserve as of December 31, 2020 $ 1,723 $ — $ — $ — $ 1,723 F-29 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) Our initial CECL reserve of $ 445,000 against our debt securities held-to-maturity, recorded on January 1, 2020, is reflected as a direct charge to retained earnings on our consolidated statements of changes in equity; however subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of operations. During the year ended December 31 , 2020 , we recorded an increase of $ 1.3 million in the expected credit loss reserve against our debt securities held-to-maturity, bringing our total CECL reserve to $ 1.7 million as of December 31 , 2020 . This CECL reserve reflects the macroeconomic impact of the COVID-19 pandemic on commercial real estate markets generally and is not specific to any loan losses or impairments in our portfolio. See Note 2 for further discussion of COVID-19. Other Liabilities The following table details the components of our other liabilities ($ in thousands): December 31, 2020 December 31, 2019 Accrued dividends payable $ 91,004 $ 83,702 Derivative liabilities 58,915 42,263 Accrued interest payable 20,548 24,831 Accrued management and incentive fees payable 19,158 20,159 Current expected credit loss reserve for unfunded loan commitments (1) 10,031 — Accounts payable and other liabilities 2,671 5,008 Total $ 202,327 $ 175,963 (1) Represents the CECL reserve related to our unfunded loan commitments. See Note 2 for further discussion of the CECL reserve. Current Expected Credit Loss Reserve for Unfunded Loan Commitments As of December 31, 2020, we had unfunded commitments of $ 3.2 billion related to 84 loans receivable. The expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments. See Note 2 for further discussion of the CECL reserve related to our unfunded loan commitments, and Note 18 for further discussion of our unfunded loan commitments. The following table presents the activity in the CECL reserve related to our unfunded loan commitments by investment pool for the year ended December 31, 2020 ($ in thousands): U.S. Loans Non-U.S. Loans Unique Loans Impaired Loans Total Unfunded Loan Commitments CECL reserve as of December 31, 2019 $ — $ — $ — $ — $ — Initial CECL reserve on January 1, 2020 2,801 453 9 — 3,263 Increase in CECL reserve 4,152 2,541 75 — 6,768 CECL reserve as of December 31, 2020 $ 6,953 $ 2,994 $ 84 $ — $ 10,031 Our initial CECL reserve of $ 3.3 million against our unfunded loan commitments, recorded on January 1, 2020, is reflected as a direct charge to retained earnings on our consolidated statements of changes in equity; however subsequent changes to the CECL reserve are recognized through net income on our consolidated statements of operations. During the year ended December 31, 2020, we recorded an increase of $ 6.8 million in the expected F-30 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) credit loss reserve against our unfunded loan commitments, bringing our total CECL reserve to $ 10.0 million as of December 31, 2020. This CECL reserve reflects the macroeconomic impact of the COVID-19 pandemic on commercial real estate markets generally and is not specific to any loan losses or impairments in our portfolio. See Note 2 for further discussion of COVID-19. 5. SECURED DEBT AGREEMENTS, NET During the three months ended June 30, 2020, we entered into agreements with our seven largest secured credit facility lenders, representing an aggregate $ 7.9 billion of our secured credit facilities as of June 30, 2020, to temporarily suspend credit mark provisions and pre-approve certain loan modifications to certain of their portfolio assets, primarily in exchange for cash repayments and pledging additional loan collateral. During the three months ended December 31, 2020, we extended the credit facility modification agreements with the seven lenders without any further deleveraging or increased cost. In addition, during the year ended December 31, 2020, we increased the size of one of our credit facilities and added a multi-currency facility with one of our existing lenders, providing an aggregate additional $ 650.0 million of credit capacity. Our secured debt agreements include secured credit facilities and a revolving credit agreement. The following table details our secured debt agreements ($ in thousands): Secured Debt Agreements Borrowings Outstanding December 31, 2020 December 31, 2019 Secured credit facilities $ 7,896,863 $ 9,753,059 Revolving credit agreement — — Total secured debt agreements $ 7,896,863 $ 9,753,059 Deferred financing costs (1) ( 16,327 ) ( 21,633 ) Net book value of secured debt $ 7,880,536 $ 9,731,426 (1) Costs incurred in connection with our secured debt agreements are recorded on our consolidated balance sheet when incurred and recognized as a component of interest expense over the life of each related agreement. F-3 1 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) Secured Credit Facilities The following table details our secured credit facilities as of December 31, 2020 ($ in thousands): December 31, 2020 Credit Facility Borrowings Collateral Assets (2) Lender Potential (1) Outstanding Available (1) Deutsche Bank $ 1,892,211 $ 1,847,211 $ 45,000 $ 2,869,889 Barclays 1,443,251 1,249,415 193,836 1,862,987 Wells Fargo 1,241,357 956,780 284,577 1,663,661 Citibank 927,531 779,139 148,392 1,212,521 Goldman Sachs 615,411 615,411 — 828,965 Bank of America 473,678 473,678 — 667,830 JP Morgan 449,449 422,096 27,353 605,144 Morgan Stanley 528,846 401,846 127,000 849,426 MetLife 276,605 276,605 — 349,612 Santander 269,501 269,501 — 337,329 Société Générale 237,822 237,822 — 308,700 US Bank - Multi. JV (3) 184,802 181,795 3,007 231,003 Goldman Sachs - Multi. JV (3) 167,964 167,964 — 231,840 Bank of America - Multi. JV (3) 17,600 17,600 — 22,000 $ 8,726,028 $ 7,896,863 $ 829,165 $ 12,040,907 (1) Potential borrowings represents the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are immediately available to us at our sole discretion under the terms of each credit facility. (2) Represents the principal balance of the collateral assets. (3) These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture. The weighted-average outstanding balance of our secured credit facilities was $ 8.8 billion for the year ended December 31, 2020. As of December 31, 2020, we had aggregate borrowings of $ 7.9 billion outstanding under our secured credit facilities, with a weighted-average cash coupon of LIBOR plus 1.63 % per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 1.83 % per annum, and a weighted-average advance rate of 72.8 %. As of December 31, 2020, outstanding borrowings under these facilities had a weighted-average maturity, including extension options, of 3.0 years. F-3 2 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) The following table details our secured credit facilities as of December 31, 2019 ($ in thousands): December 31, 2019 Credit Facility Borrowings Collateral Assets (2) Lender Potential (1) Outstanding Available (1) Wells Fargo $ 2,056,769 $ 2,018,057 $ 38,712 $ 2,621,806 Deutsche Bank 2,037,795 1,971,860 65,935 2,573,447 Barclays 1,629,551 1,442,083 187,468 2,044,654 Citibank 1,159,888 1,109,837 50,051 1,473,745 Bank of America 603,660 513,660 90,000 775,678 Morgan Stanley 524,162 468,048 56,114 706,080 Goldman Sachs 474,338 450,000 24,338 632,013 MetLife 417,677 417,677 — 536,553 Société Générale 333,473 333,473 — 437,130 US Bank - Multi. JV (3) 279,838 279,552 286 350,034 JP Morgan 303,288 259,062 44,226 386,545 Santander 239,332 239,332 — 299,597 Goldman Sachs - Multi. JV (3) 203,846 203,846 — 261,461 Bank of America - Multi. JV (3) 46,572 46,572 — 58,957 $ 10,310,189 $ 9,753,059 $ 557,130 $ 13,157,700 (1) Potential borrowings represents the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are immediately available to us at our sole discretion under the terms of each credit facility. (2) Represents the principal balance of the collateral assets. (3) These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture. The weighted-average outstanding balance of our secured credit facilities was $ 8.8 billion for the year ended December 31, 2019. As of December 31, 2019, we had aggregate borrowings of $ 9.8 billion outstanding under our secured credit facilities, with a weighted-average cash coupon of LIBOR plus 1.60 % per annum, a weighted-average all-in cost of credit, including associated fees and expenses, of LIBOR plus 1.79 % per annum, and a weighted-average advance rate of 79.4 %. As of December 31, 2019, outstanding borrowings under these facilities had a weighted-average maturity, including extension options, of 3.6 years. Borrowings under each facility are subject to the initial approval of eligible collateral loans by the lender and the maximum advance rate and pricing rate of individual advances are determined with reference to the attributes of the respective collateral loan. F-3 3 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) The following table outlines the key terms of our secured credit facilities as of December 31, 2020: Lender Currency Guarantee (1) Margin Call (2) Term/Maturity Deutsche Bank $ / € 62 % (4) Collateral marks only Term matched (6) Barclays $ / £ / € 25 % Collateral marks only Term matched (6) Wells Fargo $ / C$ 25 % (5) Collateral marks only Term matched (6) Citibank $ / £ / € / A$ / C$ 25 % Collateral marks only Term matched (6) Goldman Sachs $ / £ / € 25 % Collateral marks only Term matched (6) Bank of America $ 50 % Collateral marks only May 21, 2024 (7) JP Morgan $ / £ 43 % Collateral marks only January 7, 2024 (8) Morgan Stanley $ / £ / € 25 % Collateral marks only September 29, 2025 (9) MetLife $ 71 % Collateral marks only September 23, 2025 (10) Santander € 50 % Collateral marks only Term matched (6) Société Générale $ / £ / € 25 % Collateral marks only Term matched (6) US Bank - Multi. JV (3) $ 25 % Collateral marks only Term matched (6) Goldman Sachs - Multi. JV (3) $ 25 % Collateral marks only July 12, 2022 (11) Bank of America - Multi. JV (3) $ 43 % Collateral marks only July 19, 2023 (12) (1) Other than amounts guaranteed based on specific collateral asset types, borrowings under our credit facilities are non-recourse to us. (2) Margin call provisions under our credit facilities do not permit valuation adjustments based on capital markets events, and are limited to collateral-specific credit marks. These provisions have been temporarily suspended on certain of our facilities as described above. (3) These facilities finance the loan investments of our consolidated Multifamily Joint Venture. Refer to Note 2 for additional discussion of our Multifamily Joint Venture. (4) Specific borrowings outstanding of $ 907.9 million are 100 % guaranteed. The remainder of the credit facility borrowings are 25 % guaranteed. (5) In addition to the 25 % guarantee across all borrowings, there is an incremental guarantee of $ 147.2 million related to $ 196.3 million of specific borrowings outstanding. (6) These secured credit facilities have various availability periods during which new advances can be made and which are generally subject to each lender’s discretion. Maturity dates for advances outstanding are tied to the term of each respective collateral asset. (7) Includes two one-year extension options which may be exercised at our sole discretion. (8) Includes two one-year extension options which may be exercised at our sole discretion. (9) Includes two one-year extension options which may be exercised at our sole discretion. (10) Includes four one-year extension options which may be exercised at our sole discretion. (11) Includes a one-year extension option which may be exercised at our sole discretion. (12) Includes two one-year extension options which may be exercised at our sole discretion. F-3 4 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) The following table details the floating benchmark rates for our secured credit facilities as of December 31, 2020 ($/€/£/A$/C$ in thousands): Currency Potential Borrowings (1) Outstanding Borrowings Floating Rate Index (2) Spread Advance Rate (3) $ $ 4,844,927 $ 4,023,408 USD LIBOR L + 1.64% 72.9 % € € 2,051,170 € 2,044,904 EURIBOR E + 1.44% 73.3 % £ £ 822,401 £ 822,401 GBP LIBOR L + 1.95% 71.6 % A$ A$ 244,891 A$ 244,891 BBSY BBSY + 1.90% 72.5 % C$ C$ 79,852 C$ 79,862 CDOR CDOR + 1.80% 76.7 % $ 8,726,028 $ 7,896,863 INDEX + 1.63% 72.8 % (1) Potential borrowings represents the total amount we could draw under each facility based on collateral already approved and pledged. When undrawn, these amounts are immediately available to us at our sole discretion under the terms of each credit facility. (2) Floating rate indices are generally matched to the payment timing under the terms of each secured credit facility and its respective collateral assets. (3) Represents weighted-average advance rate based on the approved outstanding principal balance of the collateral assets pledged. Revolving Credit Agreement We have a $ 250.0 million full recourse secured revolving credit agreement with Barclays that is designed to finance first mortgage originations for up to nine months as a bridge to term financing or syndication. Advances under the agreement are subject to availability under a specified borrowing base and accrue interest at a per annum pricing rate equal to the sum of (i) an applicable base rate or Eurodollar rate and (ii) an applicable margin, in each case, dependent on the applicable type of loan collateral. The maturity date of the facility is April 4, 2023. During the year ended December 31, 2020, we had no borrowings under the revolving credit agreement and we recorded interest expense of $ 1.6 million, including $ 685,000 of amortization of deferred fees and expenses. During the year ended December 31, 2019, the weighted-average outstanding borrowings under the revolving credit agreement was $ 14.3 million and we recorded interest expense of $ 2.6 million, including $ 1.0 million of amortization of deferred fees and expenses. As of December 31, 2019, we had no outstanding borrowings under the agreement. Debt Covenants The guarantees related to our secured debt agreements contain the following financial covenants: (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 1.4 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than $ 3.0 billion as of each measurement date plus 75 % of the net cash proceeds of future equity issuances subsequent to December 31, 2020; (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, 2020 and December 31, 2019, we were in compliance with these covenants. These financial covenants also apply to our asset-specific debt agreements. Refer to Note 7 for information regarding our asset-specific financings. Refer to Note 8 for information regarding financial covenants contained in the agreements governing our senior secured term loan facility. F-3 5 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) 6. SECURITIZED DEBT OBLIGATIONS, NET We have financed certain pools of our loans through collateralized loan obligations, which include the 2020 FL3 CLO, 2020 FL2 CLO, and 2017 FL1 CLO, or collectively, the CLOs. We have also financed one of our loans through a single asset securitization vehicle, or the 2017 Single Asset Securitization. The CLOs and the 2017 Single Asset Securitization have issued securitized debt obligations that are non-recourse to us. The CLOs and the 2017 Single Asset Securitization are consolidated in our financial statements. Refer to Note 15 for further discussion of our CLOs and 2017 Single Asset Securitization. The following tables detail our securitized debt obligations ($ in thousands): December 31, 2020 Securitized Debt Obligations Count Principal Balance Book Value Wtd. Avg. Yield/Cost (1) Term (2) 2020 FL3 Collateralized Loan Obligation Collateral assets 25 $ 1,000,000 $ 1,000,000 L+ 3.09 % February 2024 Financing provided 1 808,750 800,993 L+ 2.08 % November 2037 2020 FL2 Collateralized Loan Obligation Collateral assets 31 1,500,000 1,500,000 L+ 3.17 % January 2024 Financing provided 1 1,243,125 1,233,464 L+ 1.44 % February 2038 2017 FL1 Collateralized Loan Obligation Collateral assets 15 666,334 666,334 L+ 3.39 % January 2023 Financing provided 1 483,834 483,113 L+ 1.83 % June 2035 2017 Single Asset Securitization Collateral assets (3) 1 619,194 618,766 L+ 3.57 % June 2023 Financing provided 1 404,929 404,929 L+ 1.63 % June 2033 Total Collateral assets 72 $ 3,785,528 $ 3,785,100 L+ 3.25 % Financing provided (4) 4 $ 2,940,638 $ 2,922,499 L+ 1.70 % December 31, 2019 Securitized Debt Obligations Count Principal Balance Book Value Wtd. Avg. Yield/Cost (1) Term (2) 2017 FL1 Collateralized Loan Obligation Collateral assets 18 $ 897,522 $ 897,522 L+ 3.43 % September 2022 Financing provided 1 715,022 712,517 L+ 1.98 % June 2035 2017 Single Asset Securitization Collateral assets (3) 1 711,738 710,260 L+ 3.60 % June 2023 Financing provided 1 474,620 474,567 L+ 1.64 % June 2033 Total Collateral assets 19 $ 1,609,260 $ 1,607,782 L+ 3.51 % Financing provided (4) 2 $ 1,189,642 $ 1,187,084 L+ 1.84 % (1) 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. All-in yield for the total portfolio assumes applicable floating benchmark rates for weighted-average calculation. (2) Loan term represents weighted-average final maturity, 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. (3) The collateral assets for the 2017 Single Asset Securitization include the total loan amount, of which we securitized $ 500.0 million. (4) During the years ended December 31, 2020 and 2019, we recorded $ 43.1 million and $ 47.2 million, respectively, of interest expense related to our securitized debt obligations. F-36 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) 7. ASSET-SPECIFIC DEBT AGREEMENTS, NET The following tables detail our asset-specific debt agreements ($ in thousands): December 31, 2020 Asset-Specific Debt Agreements Count Principal Balance Book Value Wtd. Avg. Yield/Cost (1) Guarantee (2) Wtd. Avg. Term (3) Collateral assets 4 $ 512,794 $ 499,085 L+ 4.65 % n/a Oct. 2023 Financing provided 4 $ 399,699 $ 391,269 L+ 3.48 % $ 33,244 Oct. 2023 December 31, 2019 Asset-Specific Debt Agreements Count Principal Balance Book Value Wtd. Avg. Yield/Cost (1) Guarantee (2) Wtd. Avg. Term (3) Collateral assets 4 $ 429,983 $ 417,820 L+ 4.90 % n/a Mar. 2023 Financing provided 4 $ 330,879 $ 323,504 L+ 3.42 % $ 97,930 Mar. 2023 (1) These floating rate loans and related liabilities are indexed to the various benchmark rates relevant in each arrangement in terms of currency and payment frequency. Therefore the net exposure to each benchmark rate is in direct proportion to our net assets indexed to that rate. In addition to cash coupon, yield/cost includes the amortization of deferred origination fees / financing costs. (2) Other than amounts guaranteed on an asset-by-asset basis, borrowings under our asset-specific debt agreements are non-recourse to us. (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. Each of our asset-specific debt agreements is term-matched to the corresponding collateral loans. 8. SECURED TERM LOANS, NET During the year ended December 31, 2020, we entered into a $ 325.0 million senior secured term loan facility, or the 2020 Term Loan. As of December 31, 2020, the following senior secured term loan facilities, or Secured Term Loans, were outstanding ($ in thousands): Term Loans Face Value Interest Rate (1) All-in Cost (1)(2) Maturity 2019 Term Loan $ 739,391 L+2.25 % L+2.52 % April 23, 2026 2020 Term Loan 323,375 L+4.75 % L+5.60 % April 23, 2026 (1) The 2020 Term Loan includes a LIBOR floor of 1.00 %. (2) Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Secured Term Loans. The 2019 and 2020 Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the aggregate principal balance due in quarterly installments. The issue discount and transaction expenses on the 2019 Term Loan were $ 1.6 million and $ 10.1 million, respectively, which will be amortized into interest expense over the life of the 2019 Term Loan. The issue discount and transaction expenses of the 2020 Term Loan were $ 9.6 million and $ 3.8 million, respectively, which will be amortized into interest expense over the life of the 2020 Term Loan. F-37 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) The following table details the net book value of our Secured Term Loans on our consolidated balance sheets ($ in thousands): December 31, 2020 December 31, 2019 Face value $ 1,062,766 $ 746,878 Unamortized discount ( 9,807 ) ( 1,456 ) Deferred financing costs ( 11,255 ) ( 9,280 ) Net book value $ 1,041,704 $ 736,142 The guarantee under our Secured Term Loans contains the financial covenant that our indebtedness shall not exceed 83.33% of our total assets. As of December 31, 2020 and December 31, 2019, we were in compliance with this covenant. Refer to Note 2 for additional discussion of our accounting policies for the Secured Term Loans. 9. CONVERTIBLE NOTES, NET As of December 31, 2020, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands): Convertible Notes Issuance Face Value Interest Rate All-in Cost (1) Conversion Rate (2) Maturity May 2017 $ 402,500 4.38 % 4.85 % 28.0324 May 5, 2022 March 2018 $ 220,000 4.75 % 5.33 % 27.6052 March 15, 2023 (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 shares of class A common stock per $ 1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of $ 35.67 and $ 36.23 per share of class A common stock, respectively, for the May 2017 and March 2018 convertible notes. The cumulative dividend threshold as defined in the respective May 2017 and March 2018 convertible notes supplemental indentures have no t been exceeded as of December 31, 2020. 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 January 31, 2022 and December 14, 2022 for the May 2017 and March 2018 convertible notes, respectively, 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. We may not redeem the Convertible Notes prior to maturity. The last reported sale price of our class A common stock of $ 27.53 on December 31, 2020 was less than the per share conversion price of the May 2017 and March 2018 convertible notes. We have the intent and ability to settle each series of the Convertible Notes in cash and, as a result, the potential conversion of the Convertible Notes did not have any impact on our diluted earnings per share. Upon our issuance of the May 2017 convertible notes, we recorded a $ 979,000 discount based on the implied value of the conversion option and an assumed effective interest rate of 4.57 %, as well as $ 8.4 million of issue discount and issuance costs. Including the amortization of the discount and issuance costs, our total cost of the May 2017 convertible notes issuance is 4.91 % per annum. Upon our issuance of the March 2018 convertible notes, we recorded a $ 1.5 million discount based on the implied value of the conversion option and an assumed effective interest rate of 5.25 %, as well as $ 5.2 million of F-38 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) issue discount and issuance costs. Including the amortization of the discount and issuance costs, our total cost of the March 2018 convertible notes issuance is 5.49 % per annum. The following table details the net book value of our Convertible Notes on our consolidated balance sheets ($ in thousands): December 31, 2020 December 31, 2019 Face value $ 622,500 $ 622,500 Unamortized discount ( 5,715 ) ( 8,801 ) Deferred financing costs ( 396 ) ( 628 ) Net book value $ 616,389 $ 613,071 The following table details our interest expense related to the Convertible Notes ($ in thousands): Year Ended December 31, 2020 2019 2018 Cash coupon $ 28,059 $ 28,059 $ 33,859 Discount and issuance cost amortization 3,319 3,159 5,531 Total interest expense $ 31,378 $ 31,218 $ 39,390 Accrued interest payable for the Convertible Notes was $ 6.0 million as of both December 31, 2020 and December 31, 2019. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes. 10. DERIVATIVE FINANCIAL INSTRUMENTS The sole 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 may also have other financial relationships. Cash Flow Hedges of Interest Rate Risk Certain of our transactions expose us to interest rate risks, which include a fixed versus floating rate mismatch between our assets and liabilities. We use derivative financial instruments, which includes interest rate caps, and may also include interest rate swaps, options, floors, and other interest rate derivative contracts, to hedge interest rate risk. F-3 9 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) The following tables detail our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (notional amount in thousands): December 31, 2020 Interest Rate Derivatives Number of Instruments Notional Amount Strike Index Wtd.-Avg. Maturity (Years) Interest Rate Caps 2 C$ 38,293 1.0 % CDOR 0.8 December 31, 2019 Interest Rate Derivatives Number of Instruments Notional Amount Strike Index Wtd.-Avg. Maturity (Years) Interest Rate Swaps 2 C$ 17,273 1.0 % CDOR 0.7 Interest Rate Caps 1 C$ 21,387 3.0 % CDOR 1.0 Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on our floating rate debt. During the twelve months following December 31, 2020, we estimate that an additional $ 10,000 will be reclassified from accumulated other comprehensive income (loss) as an increase to interest expense. 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. During the three months ended March 31, 2020, we terminated all of our outstanding foreign currency forward contracts, with aggregate notional amounts of € 552.1 million, £ 365.5 million, A$ 134.8 million, and C$ 23.7 million. During the three months ended June 30, 2020, we entered into foreign currency forward contracts with aggregate notional amounts of € 620.4 million, £ 530.2 million, A$ 92.8 million, and C$ 24.4 million. 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 amount in thousands): December 31, 2020 December 31, 2019 Foreign Currency Derivatives Number of Instruments Notional Amount Foreign Currency Derivatives Number of Instruments Notional Amount Buy USD / Sell EUR Forward 8 € 754,722 Buy USD / Sell GBP Forward 4 £ 527,100 Buy USD / Sell GBP Forward 4 £ 372,487 Buy USD / Sell EUR Forward 5 € 525,600 Buy USD / Sell AUD Forward 1 A$ 92,800 Buy USD / Sell AUD Forward 3 A$ 135,600 Buy USD / Sell CAD Forward 1 C$ 26,200 Buy USD / Sell CAD Forward 1 C$ 23,200 F-40 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) Non-designated Hedges of Foreign Currency Risk The following table details our outstanding foreign exchange derivatives that were non-designated hedges of foreign currency risk (notional amount in thousands): December 31, 2020 December 31, 2019 Non-designated Hedges Number of Instruments Notional Amount Non-designated Hedges Number of Instruments Notional Amount Buy EUR / Sell GBP Forward 2 £ 146,207 Buy CAD / Sell USD Forward 1 C$ 15,900 Buy USD / Sell EUR Forward 1 € 8,410 Buy USD / Sell CAD Forward 1 C$ 15,900 Buy GBP / Sell EUR Forward 1 € 12,857 Buy AUD / Sell USD Forward 1 A$ 10,000 Buy USD / Sell AUD Forward 1 A$ 10,000 Financial Statement Impact of Hedges of Foreign Currency Risk The following table presents the effect of our derivative financial instruments on our consolidated statements of operations ($ in thousands): Increase (Decrease) to Interest Income and Interest Expense Recognized from Foreign Exchange Contracts Foreign Exchange Contracts in Hedging Relationships Location of Income (Expense) Recognized Year Ended December 31, 2020 Year Ended December 31, 2019 Year Ended December 31, 2018 Designated Hedges Interest Income (1) $ 4,382 $ — $ — Non-Designated Hedges Interest Income (1) ( 522 ) — — Non-Designated Hedges Interest Expense ( 2 ) ( 4,357 ) 1,060 23 Total $ ( 497 ) $ 1,060 $ 23 (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 USD LIBOR. These forward contracts effectively convert the rate exposure to USD LIBOR, resulting in additional interest income earned in U.S. dollar terms. (2) Represents the spot rate movement in our non-designated hedges, which are marked-to-market and recognized in interest expense. F-4 1 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) 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, 2020 December 31, 2019 December 31, 2020 December 31, 2019 Derivatives designated as hedging instruments: Foreign exchange contracts $ 521 $ — $ 55,758 $ 41,728 Interest rate derivatives 1 96 — — Total $ 522 $ 96 $ 55,758 $ 41,728 Derivatives not designated as hedging instruments: Foreign exchange contracts $ — $ 983 $ 3,157 $ 535 Interest rate derivatives — — — — Total $ — $ 983 $ 3,157 $ 535 Total Derivatives $ 522 $ 1,079 $ 58,915 $ 42,263 (1) Included in other assets in our consolidated balance sheets. (2) Included in other liabilities in our consolidated balance sheets. The following table presents the effect of our derivative financial instruments on our consolidated statements of operations ($ in thousands): Derivatives in Hedging Relationships Amount of (Loss) Gain Recognized in OCI on Derivatives Location of Gain (Loss) Reclassified from Amount of Loss Reclassified from Accumulated OCI into Income Year Ended December 31, Accumulated Year Ended December 31, 2020 2019 2018 OCI into Income 2020 2019 2018 Net Investment Hedges Foreign exchange contracts (1) $ ( 59,609 ) $ ( 5,592 ) $ 40,372 Interest Expense $ — $ — $ — Cash Flow Hedges Interest rate derivatives ( 94 ) ( 144 ) ( 8 ) Interest Expense (2) 7 195 563 Total $ ( 59,703 ) $ ( 5,736 ) $ 40,364 $ 7 $ 195 $ 563 (1) During the year ended December 31, 2020, we paid net cash settlements of $ 43.0 million on our foreign currency contracts. During the years ended December 31, 2019, and December 31, 2018, we received net cash settlements of $ 43.1 million and $ 29.1 million, respectively, on our foreign currency forward contracts. Those amounts are included as a component of accumulated other comprehensive loss on our consolidated balance sheets. (2) During the years ended December 31, 2020, December 31, 2019, and December 31, 2018, we recorded total interest and related expenses of $ 347.5 million, $ 458.5 million, and $ 359.6 million, respectively, which were reduced by $ 7,000 , $ 195,000 , and $ 563,000 , respectively, related to income generated by 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. F- 42 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) As of December 31, 2020, we were in a net liability position with each such derivative counterparty and posted collateral of $ 51.1 million under these derivative contracts, which amount is included in other assets on our consolidated balance sheet. As of December 31, 2019, we were in a net liability position with each such derivative counterparty and posted collateral of $ 30.8 million under these derivative contracts, which amount is included in other assets on our consolidated balance sheet. 11. EQUITY Stock and Stock Equivalents Authorized Capital During the year ended December 31, 2020, we filed articles of amendment to our charter authorizing us to issue an additional 200,000,000 shares of common stock. As of December 31, 2020, 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, 2020. 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 such dividends as may be 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. The following table details our issuance of class A common stock during the years ended December 31, 2020, 2019, and 2018 ($ in thousands, except share and per share data): Class A Common Stock Offerings 2020 (1) 2019 (2) 2018 (3) Shares issued 10,840,696 10,534,628 14,566,743 Gross share issue price (4) $ 27.79 $ 35.75 $ 33.16 Net share issue price (5) $ 27.52 $ 35.38 $ 32.76 Net proceeds (6) $ 297,599 $ 372,341 $ 476,420 (1) Includes 840,696 shares issued to our Manager in satisfaction of the management and incentive fees accrued in the first quarter of 2020, with a share issue price of $ 22.93 . The per share price was calculated based on the volume-weighted average price on the NYSE of our class A common stock over the five trading days following our April 29, 2020 first quarter 2020 earnings conference call. (2) Issuance includes 1.9 million shares issued under our at-the-market program, with a weighted-average gross share issue price of $ 34.63 . (3) Issuance includes 7.7 million shares issued under our at-the-market program, with a weighted-average gross share issue price of $ 33.66 . (4) Represents the weighted-average gross price per share paid by the underwriters or sales agents, as applicable. (5) Represents the weighted-average net proceeds per share after underwriting or sales discounts and commissions, as applicable. (6) Net proceeds represent proceeds received from the underwriters less applicable transaction costs. Includes $ 19.3 million of net proceeds related to 840,696 shares issued to our Manager in satisfaction of the management and incentives fees accrued in the first quarter of 2020. F-43 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 14 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 in lieu of cash compensation 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) 2020 2019 2018 Beginning balance 135,263,728 123,664,577 108,081,077 Issuance of class A common stock (2) 10,842,746 10,535,842 14,568,431 Issuance of restricted class A common stock, net(3) 933,623 1,032,082 983,447 Issuance of deferred stock units 46,625 31,227 31,622 Ending balance 147,086,722 135,263,728 123,664,577 (1) Includes 306,691 deferred stock units, 260,066 deferred stock units, and 228,839 deferred stock units held by members of our board of directors as of December 31, 2020, 2019, and 2018, respectively. (2) Includes 2,050 shares, 1,214 shares, and 1,688 shares issued under our dividend reinvestment program during the years ended December 31, 2020, 2019, and 2018, respectively. (3) Includes 879 shares, 17,565 shares, and 17,820 shares of restricted class A common stock forfeited under our stock-based incentive plans during the years ended December 31, 2020, 2019, and 2018, respectively. See Note 14 for further discussion of our stock-based incentive plans. Dividend Reinvestment and Direct Stock Purchase Plan On March 25, 2014, we 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, 2020, 2019, and 2018 we issued 2,050 shares, 1,214 shares, and 1,688 shares, respectively, of class A common stock under the dividend reinvestment component of the plan. As of December 31 , 2020 , a total of 9,991,974 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 On November 14, 2018, we entered into six equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 500.0 million of our class A common stock. On July 26, 2019, we amended our existing ATM Agreements and entered into one additional ATM Agreement. 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 F-44 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) funding to meet such needs. We did not sell any shares of our class A common stock under ATM Agreements during the year ended December 31, 2020. During the year ended December 31, 2019, we issued and sold 1,909,628 shares of class A common stock under ATM Agreements, generating net proceeds totaling $ 65.4 million. During the year ended December 31, 2018, we issued and sold 7,666,743 shares of class A common stock under ATM Agreements, generating net proceeds totaling $ 254.1 million. As of December 31, 2020, sales of our class A common stock with an aggregate sales price of $ 363.8 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. 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 15, 2020 , we declared a dividend of $ 0.62 per share, or $ 91.0 million in aggregate, that was paid on January 15, 2021 to stockholders of record as of December 31, 2020 . The following table details our dividend activity ($ in thousands, except per share data): Year Ended December 31, 2020 2019 2018 Dividends declared per share of common stock $ 2.48 $ 2.48 $ 2.48 Percent taxable as ordinary dividends 100.00 % 100.00 % 99.70 % Percent taxable as capital gain dividends — % — % 0.30 % 100.0 % 100.0 % 100.0 % 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. Our Convertible Notes are excluded from dilutive earnings per share as we have the intent and ability to settle these instruments in cash. 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, 2020 2019 2018 Net income (1) $ 137,670 $ 305,567 $ 285,078 Weighted-average shares outstanding, basic and diluted 141,795,977 130,085,398 113,857,238 Per share amount, basic and diluted $ 0.97 $ 2.35 $ 2.50 (1) Represents net income attributable to Blackstone Mortgage Trust. F-45 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) Other Balance Sheet Items Accumulated Other Comprehensive Income As of December 31, 2020, total accumulated other comprehensive income was $ 11.2 million, primarily representing (i) $ 6.4 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies, and (ii) $ 4.8 million of net realized and unrealized gains related to changes in the fair value of derivative instruments. As of December 31, 2019, total accumulated other comprehensive loss was $ 16.2 million, primarily representing $ 80.7 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies, offset by $ 64.5 million of net realized and unrealized gains related to changes in the fair value of derivative instruments. 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, 2020, our Multifamily Joint Venture’s total equity was $ 121.1 million, of which $ 102.9 million was owned by us, and $ 18.2 million was allocated to non-controlling interests. As of December 31, 2019, our Multifamily Joint Venture’s total equity was $ 147.3 million, of which $ 125.2 million was owned by us, and $ 22.1 million was allocated to non-controlling interests. 12. 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 our Management Agreement, our Manager earns a base management fee in an amount equal to 1.50 % per annum multiplied by our outstanding equity balance, 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 outstanding 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, 2020, 2019, and 2018, we incurred $ 60.4 million, $ 55.3 million, and $ 47.0 million, respectively, of management fees payable to our Manager. In addition, during the years ended December 31, 2020, 2019, and 2018, we incurred $ 17.5 million, $ 23.2 million, and $ 27.9 million, respectively, of incentive fees payable to our Manager. During the year ended December 31, 2020, we issued 840,696 shares of class A common stock to our Manager in satisfaction of our aggregate $ 19.3 million of management and incentive fees accrued in the first quarter of 2020. As of December 31, 2020 and 2019 we had accrued management and incentive fees payable to our Manager of $ 19.2 million and $ 20.2 million, respectively. F-46 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) General and Administrative Expenses General and administrative expenses consisted of the following ($ in thousands): Year Ended December 31, 2020 2019 2018 Professional services (1) $ 7,324 $ 5,163 $ 4,437 Operating and other costs (1) 4,015 3,035 2,938 Subtotal 11,339 8,198 7,375 Non-cash compensation expenses Restricted class A common stock earned 34,032 30,156 27,654 Director stock-based compensation 500 500 500 Subtotal 34,532 30,656 28,154 Total general and administrative expenses $ 45,871 $ 38,854 $ 35,529 (1) During the years ended December 31, 2020, 2019, and 2018, we recognized an aggregate $ 1.1 million, $ 865,000 , and $ 427,000 , respectively, of expenses related to our Multifamily Joint Venture. 13. 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 that we distribute. 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, 2020 and 2019, 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 year ended December 31, 2020, we recorded a current income tax provision of $ 323 ,000, primarily related to activities of our taxable REIT subsidiaries and various state and local taxes. During the year ended F-47 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) December 31, 2019, we recorded a current income tax benefit of $ 506 ,000, primarily due to a tax credit refund. During the year ended December 31, 2018, we recorded a current income tax provision of $ 308 ,000, primarily related to activities of our taxable REIT subsidiaries and various state and local taxes. We did no t have any deferred tax assets or liabilities as of December 31, 2020 or 2019. 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, 2020, we had estimated NOLs of $ 159.0 million that will expire in 2029 , unless they are utilized by us prior to expiration. As of December 31, 2020, tax years 2017 through 2020 remain subject to examination by taxing authorities. 14. STOCK-BASED INCENTIVE PLANS We are externally managed by our Manager and do not currently have any employees. However, as of December 31, 2020, 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. We had stock-based incentive awards outstanding under nine benefit plans as of December 31, 2020. Seven of such benefit plans have expired and no new awards may be issued under them. Under our two current benefit plans, a maximum of 5,000,000 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, 2020, there were 2,263,098 shares available under our current benefit plans. 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, 2018 1,614,907 $ 32.94 Granted 1,049,647 34.69 Vested ( 948,407 ) 32.08 Forfeited ( 17,565 ) 31.55 Balance as of December 31, 2019 1,698,582 $ 34.52 Granted 934,502 31.83 Vested ( 1,004,315 ) 34.26 Forfeited ( 879 ) 34.57 Balance as of December 31, 2020 1,627,890 $ 33.14 These shares generally vest in installments over a three -year period, pursuant to the terms of the respective award agreements and the terms of our current benefit plans. The 1,627,890 shares of restricted class A common stock outstanding as of December 31, 2020 will vest as follows: 884,037 shares will vest in 2021; 549,548 shares will vest in 2022; and 194,305 shares will vest in 2023. As of December 31, 2020, total unrecognized compensation cost relating to unvested share-based compensation arrangements was $ 51.4 million based on the grant date fair value of shares granted subsequent to July 1, 2018. The compensation cost of our share-based compensation F-48 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) arrangements for awards granted before July 1, 2018 is based on the closing price of our class A common stock of $ 31.43 on June 29, 2018, the last trading day prior to July 1, 2018. This cost is expected to be recognized over a weighted-average period of 1.2 years from December 31, 2020. 15. 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, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets Derivatives $ — $ 522 $ — $ 522 $ — $ 1,079 $ — $ 1,079 Liabilities Derivatives $ — $ 58,915 $ — $ 58,915 $ — $ 42,263 $ — $ 42,263 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 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, 2020 December 31, 2019 Book Value Face Amount Fair Value Book Value Face Amount Fair Value Financial assets Cash and cash equivalents $ 289,970 $ 289,970 $ 289,970 $ 150,090 $ 150,090 $ 150,090 Loans receivable, net 16,399,166 16,652,824 16,447,192 16,164,801 16,277,343 16,279,904 Debt securities held-to-maturity (1) 75,722 79,200 70,127 86,638 88,958 88,305 Financial liabilities Secured debt agreements, net 7,880,536 7,896,863 7,896,863 9,731,426 9,753,059 9,753,059 Securitized debt obligations, net 2,922,499 2,940,638 2,923,489 1,187,084 1,189,642 1,189,368 Asset-specific debt agreements, net 391,269 399,699 399,699 323,504 330,879 330,879 Secured term loans, net 1,041,704 1,062,766 1,053,060 736,142 746,878 750,769 Convertible notes, net 616,389 622,500 621,568 613,071 622,500 665,900 (1) Included in other assets on our consolidated balance sheets. 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 debt securities held-to-maturity, securitized debt obligations, and the secured term loans 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. F-49 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) 16. VARIABLE INTEREST ENTITIES Consolidated Variable Interest Entities We have financed a portion of our loans through the CLOs and the 2017 Single Asset Securitization, all of which are VIEs. We are the primary beneficiary of, and therefore consolidate, the CLOs and the 2017 Single Asset Securitization on our balance sheet as we (i) control the relevant interests of the CLOs and the 2017 Single Asset Securitization that give us power to direct the activities that most significantly affect the CLOs and the 2017 Single Asset Securitization, and (ii) have the right to receive benefits and obligation to absorb losses of the CLOs and the 2017 Single Asset Securitization through the subordinate interests we own. The following table details the assets and liabilities of our consolidated CLOs and 2017 Single Asset Securitization VIEs ($ in thousands): December 31, 2020 December 31, 2019 Assets: Loans receivable $ 3,520,130 $ 1,349,903 Current expected credit loss reserve ( 13,454 ) — Loans receivable, net 3,506,676 1,349,903 Other assets 81,274 51,788 Total assets $ 3,587,950 $ 1,401,691 Liabilities: Securitized debt obligations, net $ 2,922,499 $ 1,187,084 Other liabilities 2,104 1,648 Total liabilities $ 2,924,603 $ 1,188,732 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, interest income and interest expense, however it does not affect our stockholders’ equity or net income. Non-Consolidated Variable Interest Entities In the third quarter of 2018, we contributed a $ 517.5 million loan to the $ 1.0 billion 2018 Single Asset Securitization, which is a VIE, and invested in the related $ 99.0 million subordinate position. We are not the primary beneficiary of the VIE because we do not have the power to direct the activities that most significantly affect the VIE’s economic performance and, therefore, do not consolidate the 2018 Single Asset Securitization on our balance sheet. We have classified the subordinate position we own as a held-to-maturity debt security that is included in other assets on our consolidated balance sheets. Our maximum exposure to loss from the 2018 Single Asset Securitization is limited to our book value of $ 75.7 million as of December 31, 2020. We are not obligated to provide, have not provided, and do not intend to provide financial support to these consolidated and non-consolidated VIEs. F-50 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) 17. TRANSACTIONS WITH RELATED PARTIES We are managed by our Manager pursuant to the Management Agreement, the current term of which expires on December 19, 2021, and will be automatically renewed for a one-year term upon such date and each anniversary thereafter unless earlier terminated. As of December 31, 2020 and 2019, our consolidated balance sheets included $ 19.2 million and $ 20.2 million of accrued management and incentive fees payable to our Manager, respectively. During the years ended December 31, 2020, 2019, and 2018, we paid aggregate management and incentive fees of $ 78.9 million, $ 76.9 million and $ 70.5 million, respectively, to our Manager. During the year ended December 31, 2020, we issued 840,696 shares of class A common stock to our Manager in satisfaction of our aggregate $ 19.3 million of management and incentive fees accrued in the first quarter of 2020. The per share price with respect to such issuance was calculated based on the volume-weighted average price on the NYSE of our class A common stock over the five trading days following our April 29, 2020 first quarter 2020 earnings conference call. In addition, during the years ended December 31, 2020, 2019, and 2018, we reimbursed our Manager for expenses incurred on our behalf of $ 1.0 million, $ 1.1 million, and $ 836,000 , respectively. As of December 31, 2020, our Manager held 942,054 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 30.1 million, and vest in installments over three years from the date of issuance. During the years ended December 31, 2020, 2019, and 2018, we recorded non-cash expenses related to shares held by our Manager of $ 17.0 million, $ 15.1 million, and $ 13.5 million, respectively. Refer to Note 14 for further details on our restricted class A common stock. An affiliate of our Manager is the special servicer of the CLOs. This affiliate did not earn any special servicing fees related to the CLOs during the years ended December 31, 2020, 2019 or 2018. During the years ended December 31, 2020, 2019, and 2018, we originated two loans, nine loans, and six loans respectively, whereby the respective borrowers engaged an affiliate of our Manager to act as title insurance agent in connection with these transactions. We did not incur any expenses or receive any revenues as a result of these transactions. During the years ended December 31, 2020, 2019, and 2018, we incurred $ 487,000 , $ 440,000 , and $ 450,000 , respectively, of expenses for various administrative, compliance, and capital market data services to third-party service providers that are affiliates of our Manager. In the second quarter of 2020, a Blackstone-advised investment vehicle acquired an aggregate $ 5.0 million participation, or 2 %, of the total 2020 Term Loan as a part of a broad syndication lead-arranged by JP Morgan. Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transaction and received aggregate fees of $ 250,000 in such capacity. Both of these transactions were on terms equivalent to those of unaffiliated parties. In the first quarter of 2020, we acquired a $ 140.0 million interest in a total $ 421.5 million senior loan to a borrower that is partially owned by a Blackstone-advised investment vehicle. We will forgo all non-economic rights under the loan, including voting rights, so long as we are an affiliate of the borrower. The senior loan terms were negotiated by third parties without our involvement and our 33 % interest in the senior loan was made on such market terms. In the fourth quarter of 2019, we acquired € 193.6 million of a total € 388.0 million senior loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle. We will forgo all non-economic rights under the loan, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrower. The F-51 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) senior loan terms were negotiated by a third party without our involvement and our 49 % interest in the senior loan was made on such market terms. In the third quarter of 2019, we originated $ 214.3 million of a total $ 437.4 million senior loan to an unaffiliated third party, which was part of a total financing that included a mezzanine loan originated by a Blackstone advised investment vehicle. 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 senior loan terms, with respect to the mezzanine lender, were negotiated by a third party without our involvement and our 49 % interest in the senior loan was made on such market terms. In the third quarter of 2020, we entered into a loan modification with the borrower, which was negotiated by the Blackstone advised investment vehicle that owns the mezzanine loan, and was approved by the third party, majority senior lender, on behalf of the entire senior loan. In the third and fourth quarter of 2019, we acquired an aggregate € 250.0 million of a total € 1.6 billion senior loan to a borrower that is partially owned by a Blackstone-advised investment vehicle. We will forgo all non-economic rights under our loan, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrower. The senior loan terms were negotiated by third parties without our involvement and our 16 % interest in the senior loan was made on such market terms. In the second and fourth quarter of 2019, certain Blackstone-advised investment vehicles acquired an aggregate $ 60.0 million participation, or 8 %, of the total 2019 Term Loan as a part of a broad syndication lead-arranged by JP Morgan. Blackstone Securities Partners L.P., an affiliate of our Manager, was engaged as a book-runner for the transactions and received aggregate fees of $ 750,000 in such capacity. Both of these transactions were on terms equivalent to those of unaffiliated parties. In the second quarter of 2019, we originated € 191.8 million of a total € 391.3 million senior loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle. We will forgo all non-economic rights under the loan, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrower. The senior loan terms were negotiated by a third-party without our involvement and our 49 % interest in the senior loan was made on such 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. We will forgo all non-economic rights under the loan, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrower. The senior loan terms were negotiated by a third party without our involvement and our 49 % interest in the senior loan was made on such market terms. In the second quarter of 2020, we entered into a loan modification with the borrower. The modification terms were negotiated by the third party, majority lender, without our involvement. 18. COMMITMENTS AND CONTINGENCIES Impact of COVID-19 As further discussed in Note 2, the full extent of the impact of COVID-19 on the global economy generally, and our business in particular, is uncertain. As of December 31, 2020, no contingencies have been recorded on our consolidated balance sheet as a result of COVID-19, however as the global pandemic continues and the economic implications worsen, it may have long-term impacts on our financial condition, results of operations, and cash flows. Refer to Note 2 for further discussion of COVID-19. Unfunded Commitments Under Loans Receivable As of December 31, 2020, we had unfunded commitments of $ 3.2 billion related to 84 loans receivable. We generally finance the funding of our loan commitments on terms consistent with our overall credit facilities, with F-52 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) an average advance rate of 72.8 % for such financed loans, resulting in identified financing for $ 2.2 billion of our aggregate unfunded loan commitments as of December 31, 2020. Some of our lenders, including substantially all of our financing of construction loans, are contractually obligated to fund their ratable portion of these loan commitments over time, while other lenders have some degree of discretion over future loan funding obligations. We expect to fund our loan commitments over the tenor of these loans, which have a weighted-average future funding period of 3.7 years. Our future loan fundings comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and will vary depending on the progress of capital projects, leasing, and cash flows at the assets underlying 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. As a result of the COVID-19 pandemic, the progress of capital expenditures, construction, and leasing has been slower than otherwise expected, and the pace of funding relating to these capital needs has been commensurately slower and may continue to be slower. Principal Debt Repayments Our contractual principal debt repayments as of December 31, 2020 were as follows ($ in thousands): Payment Timing Total Obligation Less Than 1 Year 1 to 3 Years 3 to 5 Years More Than 5 Years Principal repayments under secured debt agreements (1) $ 7,896,863 $ 262,895 $ 3,230,648 $ 4,193,543 $ 209,777 Principal repayments under asset-specific debt agreements (1) 399,699 — 311,068 88,631 — Principal repayments of secured term loans (2) 1,062,766 10,738 21,475 21,475 1,009,078 Principal repayments of convertible notes (3) 622,500 — 622,500 — — Total (4) $ 9,981,828 $ 273,633 $ 4,185,691 $ 4,303,649 $ 1,218,855 (1) The allocation of repayments under our secured debt agreements and asset-specific debt agreements is based on the earlier of (i) the maturity date of each agreement, or (ii) the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. (2) The Secured Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the principal balance due in quarterly installments. Refer to Note 8 for further details on our secured term loans. (3) Reflects the outstanding principal balance of Convertible Notes, excluding any potential conversion premium. Refer to Note 9 for further details on our Convertible Notes. (4) Total does not include $ 2.9 billion of consolidated securitized debt obligations, $ 656.3 million of non-consolidated securitized debt obligations, and $ 801.8 million of non-consolidated senior interests, as the satisfaction of these liabilities will not require cash outlays from us. Board of Directors’ Compensation As of December 31, 2020, of the eight members of our board of directors, our five independent directors are entitled to annual compensation of $ 175,000 each, $ 75,000 of which will be paid in the form of cash and $ 100,000 in the form of deferred stock units. The other three board members, including our chairman and our chief executive officer, are not compensated by us for their service as directors. In addition, (i) the chair of our audit committee receives additional annual cash compensation of $ 20,000 , (ii) the other members of our audit committee receive additional annual cash compensation of $ 10,000 , and (iii) the chairs of each of our compensation and corporate governance committees receive additional annual cash compensation of $ 10,000 . F-5 3 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Consolidated Financial Statements (continued) 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, 2020, we were not involved in any material legal proceedings. 19. SUMMARY OF QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following is a summary of the unaudited quarterly results of operations for the years ended December 31, 2020 and 2019 ($ in thousands except per share data): March 31 June 30 September 30 December 31 2020 Income from loans and other investments, net $ 100,636 $ 107,129 $ 114,961 $ 109,450 Net (loss) income $ ( 53,283 ) $ 18,505 $ 90,769 $ 84,423 Net (loss) income attributable to Blackstone Mortgage Trust, Inc. $ ( 53,350 ) $ 17,544 $ 89,860 $ 83,616 Net (loss) income per share of class A common stock: Basic and diluted $ ( 0.39 ) $ 0.13 $ 0.61 $ 0.57 2019 Income from loans and other investments, net $ 106,071 $ 106,478 $ 101,916 $ 109,711 Net income $ 76,867 $ 75,551 $ 75,394 $ 79,581 Net income attributable to Blackstone Mortgage Trust, Inc. $ 76,565 $ 75,174 $ 74,897 $ 78,931 Net income per share of class A common stock: Basic and diluted $ 0.62 $ 0.59 $ 0.56 $ 0.59 Quarterly basic and diluted earnings per share are computed based on the weighted-average shares of common stock and stock units outstanding for each period. Accordingly, the sum of the quarterly earnings per share amounts may not agree to the total for the year. F-5 4 Table of Contents Blackstone Mortgage Trust, Inc. Schedule IV – Mortgage Loans on Real Estate As of December 31, 2020 (in thousands) Type of Loan/Borrower Description / Location Interest Payment Rates (2) Maximum Maturity Date (3) Periodic Payment Terms (4)(5) Prior Liens (6) Face Amount of Loans Carrying Amount of Loans (5)(7) Senior Mortgage Loans (1) Senior loans in excess of 3% of the carrying amount of total loans Borrower A Office / Ireland L + 2.50 % 2024 I/O $ — $ 1,317,846 $ 1,309,443 Borrower B Mixed-Use / Spain L + 3.15 % 2023 I/O — 993,263 990,668 Borrower C Office / Northeast L + 2.30 % 2024 I/O — 653,348 653,867 Borrower D Office / Southeast L + 3.40 % 2023 I/O — 619,194 618,766 Senior loans less than 3% of the carrying amount of total loans Senior mortgage loans Office / Diversified L + 2.40 % – 8.50 % 2021 – 2026 I/O & P/I — 6,970,825 6,931,306 Fixed 4.46 % Senior mortgage loans Hospitality / Diversified L + 2.35 % – 5.00 % 2021 – 2026 I/O — 2,097,826 2,089,177 Senior mortgage loans Mixed-Use / Diversified L + 2.50 % – 4.10 % 2022 – 2025 I/O & P/I — 1,540,549 1,531,806 Senior mortgage loans Multifamily / Diversified L + 1.86 % – 5.00 % 2021 – 2025 I/O — 1,198,907 1,195,218 Senior mortgage loans Industrial / Diversified L + 2.60 % – 3.55 % 2022 – 2024 I/O — 515,018 514,322 Senior mortgage loans Other / Diversified L + 3.10 % – 5.00 % 2021 – 2026 I/O & P/I — 545,026 542,072 Fixed 5.15 % — 12,868,151 12,803,901 Total senior mortgage loans $ — $ 16,451,802 $ 16,376,645 continued… S-1 Table of Contents Blackstone Mortgage Trust, Inc. Schedule IV – Mortgage Loans on Real Estate As of December 31, 2020 (in thousands) Type of Loan/Borrower Description / Location Interest Payment Rates (2) Maximum Maturity Date (3) Periodic Payment Terms (4)(5) Prior Liens (6) Face Amount of Loans Carrying Amount of Loans (5)(7) Subordinate Loans (8) Subordinate loans less than 3% of the carrying amount of total loans Subordinate loans Various / Diversified L + 3.12 % – 5.25 % 2022 – 2025 I/O & P/I 801,796 201,022 196,070 Fixed 5.75 % Total subordinate loans 801,796 201,022 196,070 Total loans $ 801,796 $ 16,652,824 $ 16,572,715 CECL reserve (9) ( 173,549 ) Total loans, net $ 16,399,166 (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 USD LIBOR, GBP LIBOR, EURIBOR, BBSY, and CDOR, as applicable to each loan. (3) Maximum maturity date assumes all extension options are exercised. (4) I/O = interest only, P/I = principal and interest. (5) As of December 31, 2020, there were no loans with delinquent principal or interest. (6) Represents only third party liens. (7) The tax basis of the loans included above is $ 15.2 billion as of December 31, 2020. (8) Includes subordinate interests in mortgages and mezzanine loans. (9) As of December 31, 2020, we had a total CECL reserve of $ 173.5 million on our loans receivable, of which an aggregate $ 69.7 million is specifically related to two of our loans receivable with an aggregate outstanding principal balance of $ 338.7 million, as of December 31, 2020. This CECL reserve reflects the macroeconomic impact of the COVID-19 pandemic on commercial real estate markets generally, as well as certain loans assessed for impairment in our portfolio. S-2 Table of Contents Blackstone Mortgage Trust, Inc. Notes to Schedule IV As of December 31, 2020 (in thousands) 1. Reconciliation of Mortgage Loans on Real Estate: The following table reconciles mortgage loans on real estate for the years ended: 2020 2019 2018 Balance at January 1, $ 16,164,801 $ 14,191,200 $ 10,056,732 Additions during period: Loan fundings 1,896,276 6,890,249 7,890,051 Amortization of fees and other items 56,279 57,415 46,864 Deductions during period: Loan repayments and sales proceeds ( 1,862,955 ) ( 4,974,881 ) ( 3,035,383 ) Loan contributed to securitization — — ( 512,002 ) Unrealized gain (loss) on foreign currency translation 340,260 67,376 ( 150,654 ) Deferred fees and other items ( 21,946 ) ( 66,558 ) ( 104,408 ) Balance at December 31, $ 16,572,715 $ 16,164,801 $ 14,191,200 CECL reserve ( 173,549 ) — — Net balance at December 31, $ 16,399,166 $ 16,164,801 $ 14,191,200 S-3