What changed in this filing

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Item 4. Controls and Procedures

2026-04-28 compared with 2025-10-27 · 15 added, 24 removed, 45 unchanged (46% of the section changed)

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Based upon that evaluation, our Managing Trustees, our President and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.

There have been no changes in our internal control over financial reporting during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Warning Concerning Forward-Looking Statements

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geopolitical uncertainty;

interest rate fluctuations;

new trade and fiscal policies and tariffs;

demand for CRE debt and opportunities that may exist for alternative lenders like us;

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Some of the risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

• Our ability to execute our business strategy and compete in the CRE lending market;

• The ability of our manager, Tremont, to make suitable investments for us, including through deployment of capital from our equity rights offering completed in December 2025, to monitor, service and administer our existing investments and to otherwise implement our investment strategy and successfully manage us;

• Our borrowers’ ability to successfully execute their business plans, including our borrowers' ability to manage and stabilize properties;

• Whether the diversity and other characteristics of our loan portfolio will benefit us to the extent we expect;

• Our ability to carry out our business strategy and take advantage of opportunities for our business that we believe exist;

• The impact of inflation, geopolitical instability, interest rate fluctuations, new trade policies, tariffs and economic recession or downturn on the CRE industry generally and specific CRE sectors applicable to our investments and lending markets, us and our borrowers;

• Our ability to diversify our investment portfolio based on industry and market conditions and whether the diversity and other characteristics of our loan portfolio will benefit us to the extent we expect;

• The impact of inflation, geopolitical instability and tension, interest rate fluctuations, new trade policies, tariffs and economic recession or downturn, and market trends (such as reduced demand for office or retail space) on the CRE industry generally and specific CRE sectors applicable to us and our investments and lending markets, as well as on our borrowers;

• Fluctuations in interest rates and credit spreads may reduce the returns we may receive on our investments and increase our borrowing costs;

• Fluctuations in market demand for CRE debt and the volume of transactions and available opportunities in the CRE debt market, including the middle market;

• Dislocations and volatility in the capital markets;

• Our ability to utilize our Secured Financing Facilities and to obtain additional capital to enable us to attain our target leverage, to make additional investments and to increase our potential returns, and the cost of that capital;

• Fluctuations in and overall market demand for CRE debt and the volume of available opportunities in the CRE debt market, including the middle market;

• Volatility in the capital markets;

• Our ability to utilize our existing available repurchase and credit facilities and to obtain additional capital to enable us to attain our target leverage, to make additional investments and to increase our potential returns, and the cost of obtaining any additional capital;

• Our ability to pay distributions to our shareholders and sustain or increase the amount of such distributions;

• Our ability to successfully execute, achieve and benefit from our operating and investment targets, investment and financing strategies and leverage policies;

• The amount and timing of cash flows we receive from our investments;

• The ability of Tremont to make suitable investments for us, to monitor, service and administer our existing investments and to otherwise implement our investment strategy and successfully manage us;

• Our ability to maintain and improve a favorable net interest spread between the interest we earn on our investments and the interest we pay on our borrowings;

• The extent to which we earn and receive origination, extension, exit, prepayment or other fees we may earn from our investments;

• The extent to which we earn and receive origination, extension, exit, prepayment or other fees from our investments;

• Yields that may be available to us from mortgages on middle market transitional CRE;

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• The credit qualities of our borrowers;

• The ability and willingness of our borrowers to repay our investments in a timely manner or at all;

• Defaults by our borrowers and the ability and willingness of our borrowers to repay our investments in a timely manner or at all;

• The extent to which our borrowers’ sponsors provide support to our borrowers or us regarding our loans;

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• Events giving rise to increases in our credit loss reserves;

• Our ability to diversify our investment portfolio based on industry and market conditions;

• The ability of our manager to arrange for the successful management of real estate owned and our ability to sell those properties at prices that allow us to recover amounts we invested;

• Our ability to successfully compete;

• Market trends in our industry or with respect to interest rates, real estate values, the debt securities markets or the economy generally;

• Reduced demand for office or retail space;

• Regulatory requirements and the effect they may have on us or our competitors;

• Competition within the CRE lending industry;

• The ability of Tremont to arrange for the successful management of real property that we own as a result of foreclosure of loans secured by such property and our ability to sell those real properties at prices that allow us to recover amounts we invested;

• Changes in the availability, sourcing and structuring of CRE lending;

• Defaults by our borrowers;

• Compliance with, and changes to, federal, state or local laws or regulations, accounting rules, tax laws or similar matters;

• Compliance with, and changes to, U.S.

federal, state or local laws or regulations, accounting rules, tax laws or similar matters;

• Limitations imposed on our business and our ability to satisfy complex rules in order for us to maintain our qualification for taxation as a REIT for U.S.

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• Actual and potential conflicts of interest with our related parties, including our Managing Trustees, Tremont, RMR, and others affiliated with them;

• Acts of God, earthquakes, hurricanes, outbreaks or continuation of pandemics, or other public health safety events or conditions, supply chain disruptions, climate change and other man-made or natural disasters or war, terrorism, social unrest or civil disturbances;

• Acts of terrorism, outbreaks of pandemics, or other public health safety events or conditions, war or other hostilities, global climate change or other manmade or natural disasters beyond our control;

• Other matters.

These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in our periodic filings.

The information contained in our filings with the SEC, including under the caption “Risk Factors” in our periodic reports, or incorporated therein, identifies other important factors that could cause differences from our forward-looking statements in this Quarterly Report on Form 10-Q.

The information contained in our filings with the SEC, including under the caption “Risk Factors” or incorporated therein, identifies other important factors that could cause differences from our forward-looking statements in this Quarterly Report on Form 10-Q.

Our filings with the SEC are available on the SEC’s website at www.sec.gov.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 4. Controls and Procedures