What changed in this filing

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Item 1A. Risk Factors

2025-03-14 compared with 2024-03-15 · 77 added, 65 removed, 705 unchanged (17% of the section changed)

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As a result, interest rate fluctuations and conditions in capital markets can affect the fair market value of our common stock.

For instance, if interest

rates rise, it is likely that the market price of our common stock will decrease as market rates on interest-bearing securities increase.

For instance, if interest rates rise, it is likely that the market price of our common stock will decrease as market rates on interest-bearing securities increase.

If we complete an alternative liquidity transaction by pursuing an initial public offering or listing of our shares of common stock in the future, you will be subject to additional risks.

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Our Manager also serves as manager to Terra Offshore REIT.

As a result, our Manager and its affiliates (for the period that such shares continue to be held by Terra Fund 7 and Terra Offshore REIT and not distributed to their respective equity owners), subject to a voting agreement as described below, hold significant voting power over matters submitted to our stockholders for approval, including:

As a result, our Manager and its affiliates (for the period that such shares continue to be held by Terra Fund 7 and Terra Offshore REIT and not distributed to

their respective equity owners), subject to a voting agreement as described below, hold significant voting power over matters submitted to our stockholders for approval, including:

• the election and removal of directors;

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Mavik, an entity controlled by our Chief Executive Officer and Chief Investment Officer, is the sole member of Terra Capital Partners.

Terra Fund 7 is managed by Terra Fund Advisors,

which is 51% owned by the estate of Bruce Batkin, Dan Cooperman and Simon Mildé and 49% owned by Terra Capital Partners.

Terra Fund 7 is managed by Terra Fund Advisors, which is 51% owned by the estate of Bruce Batkin, Dan Cooperman and Simon Mildé and 49% owned by Terra Capital Partners.

On March 2, 2020, we, Terra Fund 5, Terra JV and our Manager also entered into the Amended and Restated Voting Agreement (the “2020 Voting Agreement”).

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These conditions, or others we cannot predict, may adversely affect our results of operations, our financial position, the value of our assets and our cash flows.

Inflation in the U.S.

has accelerated in recent years and is currently expected to continue at an elevated level in the near-to medium-term, which may have an adverse impact on the valuation of our investments.

Inflation in the U.S.

has accelerated in recent years and is currently expected to continue at an elevated level in the near-to medium-term.

While inflation in the U.S.

appears to be easing gradually, there can be no assurance that further deterioration in financial market and economic conditions will not occur.

Further, heightened competition for workers, the relocation of foreign production and manufacturing businesses to the U.S., and rising energy and commodity prices have contributed to increasing wages and other economic inputs.

Periods of higher inflation in the U.S.

may have an adverse impact on the valuation of our investments.

Many factors, including heightened competition for workers, supply chain issues, the relocation of foreign production and manufacturing businesses to the U.S., increased tariffs and rising energy and commodity prices could lead to increasing wages and other economic inputs and result in higher than normal inflation.

Elevated inflation and input costs may have adverse effects on our commercial real estate-related loans, commercial real estate-related debt securities and select commercial real estate equity investments, which are subject to the risks typically associated with real estate.

Inflation can negatively impact the profitability of real estate assets with long-term leases that do not provide for short-term rent increases or that provide for rent increases with a lower annual percentage increase than inflation.

Continued inflation, particularly at elevated levels, may have an adverse impact on the valuation of our investments.

Higher levels of inflation may have an adverse impact on the valuation of our investments.

The lack of liquidity of our assets may adversely affect our business, including our ability to value and sell our assets.

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The failure of our Manager to find investments that meet our investment criteria in sufficient time or on acceptable terms could result in unfavorable returns and could cause a material adverse effect on our results of operations, financial condition and cash flows.

Even if investment opportunities are available, there can be no assurance that the due diligence processes of our Manager will uncover all relevant facts or that any particular investment will be successful.

Even if investment opportunities are available,

there can be no assurance that the due diligence processes of our Manager will uncover all relevant facts or that any particular investment will be successful.

From time to time, before appropriate real estate-related investments can be identified, our Manager may choose to have us invest in interest-bearing, short-term investments, including money market accounts and/or funds, among others, that align with our investment objectives and criteria and are consistent with our intention to maintain our qualification as a REIT.

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In the event models and data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose us to potential risks.

For example, by relying on incorrect models and data, especially valuation models, our Manager may be induced to buy certain targeted assets at prices that are too high, to sell certain other assets at prices that are too low or to miss favorable opportunities altogether.

For example, by relying on incorrect models and data, especially valuation models, our Manager may be induced to buy certain targeted assets at prices that are too high, to sell certain other

assets at prices that are too low or to miss favorable opportunities altogether.

Similarly, any hedging based on faulty models and data may prove to be unsuccessful.

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We cannot assure you that the competitive pressures we may face will not have a material adverse effect on our results of operations, financial condition and cash flows.

Also, as a result of this competition, desirable investments in our targeted assets may be limited in the future and we may not be able to take advantage of attractive investment opportunities from time to time, as we can provide no assurance that we will be able to identify and make investments that are consistent with our investment objectives.

Also, as a result of this competition, desirable investments in our targeted assets

may be limited in the future and we may not be able to take advantage of attractive investment opportunities from time to time, as we can provide no assurance that we will be able to identify and make investments that are consistent with our investment objectives.

Our loans are dependent on the ability of the commercial property owner to generate net income from operating the property, which may result in the inability of such property owner to repay a loan, as well as the risk of foreclosure.

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• acts of God, terrorism, social and political unrest, armed conflict, geopolitical events and civil disturbances.

We may, in certain cases, provide a defaulting borrower with concessions that we would not typically offer.

These modifications may include interest rate reductions, principal adjustments, term extensions, deferral of payments, or the capitalization of interest.

Such adjustments are intended to mitigate potential losses and avoid foreclosure or asset repossession.

However, these modifications may impact our liquidity and could have a material adverse effect on our operating results.

In the event of any default under a mortgage loan held directly by us, we bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the mortgage loan, which could have a material adverse effect on our results of operations, financial condition and cash flows.

In the event of the bankruptcy of a mortgage loan borrower, the mortgage loan to such borrower will be deemed to be secured only to the extent of the value of the underlying collateral at the time of bankruptcy (as determined by the bankruptcy court), and the lien securing the mortgage loan will be subject to the avoidance powers of the bankruptcy trustee or debtor-in-possession to the extent the lien is unenforceable under state law.

Foreclosure can be an expensive and lengthy process, and foreclosing on certain properties where we directly hold the mortgage loan and the borrower’s default under the mortgage loan is continuing could result in actions that could be costly to our operations, in addition to having a substantial negative effect on our anticipated return on the foreclosed mortgage loan.

our operations, in addition to having a substantial negative effect on our anticipated return on the foreclosed mortgage loan.

If property securing or underlying loans become real estate owned as a result of foreclosure, we bear the risk of not being able to sell the property and recovering our investment and of being exposed to the risks attendant to the ownership of real property.

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Therefore, our portfolio of assets may, at times, be concentrated in certain property types that are subject to higher risk of foreclosure, or secured by properties concentrated in a limited number of geographic locations.

Our loans are concentrated in California, New York, New Jersey, Georgia and Utah representing approximately 23.4%, 17.8%, 16.2%, 14.6% and 9.7%, respectively, of our net loan portfolio as of December 31, 2023.

Our loans are concentrated in California, New York, Arizona, Georgia and Utah representing approximately 17.7%, 25.3%, 11.2%, 10.2% and 9.4%, respectively, of our net loan portfolio as of December 31, 2024.

Additionally, we own eight industrial buildings in Texas.

If economic conditions in these or in any other state in which we have a significant concentration of borrowers were to deteriorate, such adverse conditions could have a material and adverse effect on our business by reducing demand for new financings, limiting the ability of customers to repay existing loans and impairing the value of our real estate collateral and real estate owned properties.

Further, our loans are concentrated in office, multifamily and industrial property types representing approximately 28.4%, 16.8% and 13.3%, respectively, of our net loan portfolio as of December 31, 2023.

Further, our loans are concentrated in office, multifamily and infill land property types representing approximately 38.9%, 20.4% and 18.8%, respectively, of our net loan portfolio as of December 31, 2024.

As a result, a downturn in any particular industry in which we are heavily invested may significantly impact the aggregate returns we realize.

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As part of our whole loan origination platform, we may retain from whole loans we originate or acquire, subordinate interests referred to as B-notes.

B-notes are commercial real estate loans secured by a first mortgage on a single large

commercial property or group of related properties and subordinated to a senior interest, referred to as an A-note.

B-notes are commercial real estate loans secured by a first mortgage on a single large commercial property or group of related properties and subordinated to a senior interest, referred to as an A-note.

As a result, if a borrower defaults, there may not be sufficient funds remaining for B-note owners after payment to the A-note owners.

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For example, we completed the BDC Merger in October 2022.

Acquisition targets may not have a history of synergistic business operations, practices or, if applicable, investment criteria and strategies.

We may make strategic non-real estate-related investments that align with our investment objectives and criteria.

targets may not have a history of synergistic business operations, practices or, if applicable, investment criteria and strategies.

We make strategic non-real estate-related investments that align with our investment objectives and criteria.

We cannot predict with certainty the benefits of such acquisitions, which often constitute multi-year endeavors.

There is risk that our acquisitions may not have the anticipated positive results, including results relating to:

correctly assessing the asset quality of

the assets being acquired;

correctly assessing the asset quality of the assets being acquired;

the total cost and time required to complete the integration successfully;

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We also may be unable to successfully integrate the diverse company cultures, retain key personnel, apply our expertise to new competencies, or react to adverse changes in industry conditions.

Acquisitions may also result in business disruptions that could cause customers to move their business to our competitors.

It is possible that the integration process related to acquisitions could result in the disruption of our ongoing businesses or inconsistencies in standards, controls, procedures and policies that could adversely affect our ability to maintain relationships with borrowers, clients, customers, and employees.

The loss of key employees in connection with an acquisition could adversely affect our ability to successfully conduct our business.

Acquisition and integration efforts could divert management attention and resources, which could have an adverse effect on our financial condition and results of operations.

Acquisitions may also result in business disruptions that could impact our relationships with key counterparties, borrowers, and lending partners.

The integration of newly acquired assets or businesses may present operational challenges, require alignment of investment strategies, or lead to inefficiencies that could affect our ability to originate and manage loans effectively.

Additionally, acquisitions may divert management’s attention and resources, potentially affecting underwriting and asset management processes.

The departure of key personnel involved in an acquisition or integration could also impact our ability to execute our investment objectives.

Newly acquired loan portfolios or real estate-related investments may present unforeseen risks or complexities that could impact our financial condition and results of operations.

Additionally, the operation of the acquired businesses may adversely affect our existing profitability, and we may not be able to achieve results in the future similar to those achieved by our existing business or manage growth resulting from the acquisition effectively.

We may make strategic non-real estate-related investments that align with our investment objectives and criteria, which may expose us to risks from a number of diverse issuers, industries, and investment forms.

Though our investments are primarily in real estate-related loans and other commercial real estate assets or interests, we may strategically invest in non-real estate-related investments that align with our investment objectives and criteria.

We make strategic non-real estate-related investments that align with our investment objectives and criteria, which may expose us to risks from a number of diverse issuers, industries, and investment forms.

Though our investments are primarily in real estate-related loans and other commercial real estate assets or interests, we strategically invest in non-real estate-related investments that align with our investment objectives and criteria.

However, the underwriting process for non-real estate-related investments and the ongoing asset management and servicing of such investments is different from the investment process for real estate investments, and our Manager has not historically focused on non-real estate investing.

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Non-real estate-related investments are also not collateralized by real estate like our real estate investments and hence may be riskier because if the debt-like non-real estate-related investments default or do not perform, we may not have collateral to foreclose upon.

Additionally, non-real estate-related investments may be less liquid than our real estate-related assets, limiting our ability to transfer or sell these positions on favorable terms, or at all.

If market conditions or other factors constrain our liquidity, we may be required to hold these investments longer than anticipated, which could limit our ability to distribute or redeploy capital efficiently.

Further, non-real estate-related investments will be subject to different regulatory risks which may distract the attention of our management, and be difficult and costly to comply with.

As a result, to the extent we hold, acquire or transact in such non-real estate-related investments, we may be exposed to risks from a number of diverse issuers, industries and investment forms which may be difficult to determine and may have a material adverse effect on our financial condition and results of operations.

In addition, some non-real estate operating companies we may invest in may not generate consistent cash flows or returns, which could impact our overall liquidity and ability to sustain the level of distributions or returns we provide to our stockholders.

We are subject to environmental, social and governance (“ESG”) risks that could adversely affect our reputation, business,

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We are unable to predict whether U.S.

federal, state or local authorities, or other pertinent bodies, will enact legislation, laws, rules,

regulations, handbooks, guidelines or similar provisions that will affect our business or require changes in our practices in the future, and any such changes could have a material adverse effect on our results of operations, financial condition and cash flows.

federal, state or local authorities, or other pertinent bodies, will enact legislation, laws, rules, regulations, handbooks, guidelines or similar provisions that will affect our business or require changes in our practices in the future, and any such changes could have a material adverse effect on our results of operations, financial condition and cash flows.

Failure to obtain or maintain required approvals and/or state licenses necessary to operate our mortgage-related activities may adversely impact our investment strategy.

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government securities and securities issued by majority-owned subsidiaries that are not themselves investment companies and are not relying on the exclusion from the definition of investment company set forth in Section 3(c)(1) or Section 3(c)(7) of the 1940 Act.

The value of the “investment securities” held by an issuer must be less than 40% of the value of such issuer’s total assets on an unconsolidated basis (exclusive of U.S.

The value of the “investment

securities” held by an issuer must be less than 40% of the value of such issuer’s total assets on an unconsolidated basis (exclusive of U.S.

government securities and cash items).

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For purposes of the Section 3(c)(5)(C) exclusion, we classify our investments based in large measure on no-action letters issued by the staff of the SEC, and other SEC interpretive guidance and, in the absence of SEC guidance, on our view of what constitutes a “qualifying real estate” asset and a “real estate-related” asset.

These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we

may face, and a number of these no-action letters were issued more than 20 years ago.

These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we may face, and a number of these no-action letters were issued more than 20 years ago.

Pursuant to this guidance, and depending on the characteristics of the specific investments, certain mortgage loans, participations in mortgage loans, mortgage-backed securities, mezzanine loans, joint venture investments, preferred equity and the equity securities of other entities may not constitute qualifying real estate assets and therefore our investments in these types of assets may be limited.

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In addition, our contracts may be unenforceable, and a court could appoint a receiver to take control of us and liquidate our business, all of which could have a material adverse effect on our results of operations, financial condition and cash flows.

Changes in U.S.

tax laws could adversely impact us.

federal income tax laws and regulations applicable to REITs and holders of their securities are subject to ongoing review and may be amended at any time, potentially with retroactive effect.

The interpretation and administration of these laws are also subject to change.

As a result, there is no guarantee as to whether, when, or in what manner future changes to U.S.

federal income tax laws may be enacted and how they may impact us and our stockholders.

Any modifications to these tax laws or their interpretations could negatively affect our stockholders.

The Tax Cuts and Jobs Act, enacted on December 22, 2017, introduced substantial changes to U.S.

federal income tax laws for businesses and their owners, and further legislative changes remain possible.

Specifically, the tax treatment of REITs could be altered at any time through legislative, regulatory, or judicial action, possibly with retroactive application.

We cannot assure our stockholders that such changes will not negatively impact their tax treatment.

Any such modifications could have adverse consequences for an investment in our securities.

Our stockholders are encouraged to consult their tax advisors regarding the potential implications of legislative, regulatory, or administrative developments on their investment and to stay informed about any proposed changes to applicable tax laws.

Risks Related to Our Management and Our Relationship With Our Manager

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This conflict of interest may cause our Manager to sacrifice our best interests in favor of its affiliate or the entity it or its affiliates manages, thereby causing us to enter into a transaction that is not in our best interest and that may negatively impact our performance.

Our Manager and its affiliates have limited prior experience operating a REIT and therefore may have difficulty in successfully and profitably operating our business or complying with regulatory requirements, including REIT provisions of the Code, which may hinder their ability to achieve our objectives or result in loss of our qualification as a REIT.

Prior to the completion of the REIT Formation Transaction, our Manager and its affiliates had no experience operating a REIT or complying with regulatory requirements, including the REIT provisions of the Code.

The REIT rules and regulations are highly technical and complex, and the failure to comply with the income, asset, and other limitations imposed by these rules and regulations could prevent us from qualifying as a REIT or could force us to pay unexpected taxes and penalties.

Our Manager and its affiliates have limited experience operating a business in compliance with the numerous technical restrictions and limitations set forth in the Code applicable to REITs or the 1940 Act.

We cannot assure you that our Manager or our management team will perform on our behalf as they have in their previous endeavors.

The inexperience of our Manager and its affiliates described above may hinder our Manager’s ability to achieve our objectives or result in loss of our qualification as a REIT or payment of taxes and penalties.

As a result, we cannot assure you that we have been able to or will continue to be able to successfully operate as a REIT, execute our business strategies or comply with regulatory requirements applicable to REITs.

Risks Related to Financing and Hedging

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We currently have outstanding indebtedness and expect to deploy moderate amounts of additional leverage as part of our operating strategy.

Our governing documents contain no limit on the amount of debt we may incur, and, subject to compliance with financial covenants under our borrowings, including under the term loan, the unsecured notes, the repurchase agreement and the revolving line of credit, we may significantly increase the amount of leverage we utilize at any time without approval of our stockholders.

our stockholders.

Depending on market conditions, additional borrowings may include credit facilities, senior notes (including both a reopening of the unsecured notes or the issuance of a new series), repurchase agreements, additional first mortgage loans and securitizations.

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Those investment guidelines, as well as our target assets, investment strategy, financing strategy and hedging policies with respect to investments, originations, acquisitions, growth, operations, indebtedness, capitalization and distributions, may be changed at any time without notice to, or the consent of, our investors.

We may make strategic non-real estate-related investments that align with our investment objectives and criteria.

We make strategic non-real estate-related investments that align with our investment objectives and criteria.

This could result in a portfolio with a different risk profile.

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We may also be required to provide margin to our counterparties to collateralize our obligations under hedging agreements.

Our ability to fund these obligations will depend on the liquidity of our assets and access to capital at the time.

Our ability to fund these obligations will depend on the liquidity of our assets and access

to capital at the time.

The need to fund these obligations could have a material adverse effect on our results of operations, financial condition and cash flows.

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To qualify as a REIT, we must meet, on an ongoing basis, various tests regarding the nature and diversification of our assets and our income, the ownership of our outstanding shares and the amount of our distributions.

Our compliance with the annual income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our

income and assets on an ongoing basis.

Our compliance with the annual income and quarterly asset requirements also depends upon our ability to successfully manage the composition of our income and assets on an ongoing basis.

Our ability to satisfy these asset tests depends upon our analysis of the characterization of our assets for U.S.

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In particular, where we experience differences in timing between the recognition of taxable income and the actual receipt of cash, the requirement to distribute a substantial portion of our taxable income could cause us to:

(i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, (iii) distribute amounts that would otherwise be invested in future acquisitions, capital expenditures or repayment of debt, (iv) make a taxable distribution of our shares as part of a distribution in which stockholders may elect to receive shares or (subject to a limit measured as a percentage of the total distribution) cash or (v) use cash reserves, in order to comply with the REIT distribution requirements and to avoid U.S.

distribution) cash or (v) use cash reserves, in order to comply with the REIT distribution requirements and to avoid U.S.

federal corporate income tax and the 4% nondeductible excise tax.

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In order to meet the REIT qualification requirements, we may hold some of our assets or engage in certain activities that would otherwise be nonqualifying for REIT purposes through a TRS or other subsidiary corporation that will be subject to corporate-level income tax at regular rates.

In addition, although the BDC Merger was intended to be treated as a “reorganization” within the meaning

of Section 368(a) of the Code for U.S.

In addition, although the BDC Merger was intended to be treated as a “reorganization” within the meaning of Section 368(a) of the Code for U.S.

federal income tax purposes, if the BDC Merger is determined not to have qualified as a reorganization, or if Terra BDC is determined to have failed to qualify as a REIT, we could be subject to additional tax liabilities.

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As a result, we may be required to liquidate from our portfolio, or contribute to a TRS, otherwise attractive investments, and may be unable to pursue investments that would be otherwise advantageous to us in order to satisfy the source of income or asset diversification requirements for qualifying as a REIT.

Thus, compliance with the REIT requirements may hinder our ability to make, and, in certain cases, maintain ownership of certain attractive investments.

Thus, compliance with the REIT requirements may hinder our

ability to make, and, in certain cases, maintain ownership of certain attractive investments.

These actions could have the effect of reducing our income, which could have a material adverse effect on our results of operations, financial condition and cash flows.

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Consequently, there can be no assurance that the IRS will not successfully challenge the tax treatment of such mezzanine loans or preferred equity investments as qualifying real estate assets.

for the 75% gross income test, and such mezzanine loans or preferred equity investments would not be qualifying assets for the 75% asset test and would be subject to the 5% and 10% asset tests, which could jeopardize our ability to qualify as a REIT.

To the extent that such mezzanine loans or preferred equity investments do not qualify as real estate assets, the interest income from such mezzanine loans or preferred equity investments would be qualifying income for the 95% gross income test, but not for the 75% gross income test, and such mezzanine loans or preferred equity investments would not be qualifying assets for the 75% asset test and would be subject to the 5% and 10% asset tests, which could jeopardize our ability to qualify as a REIT.

The IRS may successfully challenge the treatment of our preferred equity and mezzanine loan investments as debt for U.S.

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If such securities turn out not to be fully collectible, an offsetting loss deduction will become available only in the later year that uncollectability is provable.

While we would in general ultimately have an offsetting loss deduction available to us when such interest was determined to be uncollectible, the utility of that deduction could depend on our having taxable income in that later year or thereafter.

While we would in general ultimately

have an offsetting loss deduction available to us when such interest was determined to be uncollectible, the utility of that deduction could depend on our having taxable income in that later year or thereafter.

Complying with REIT requirements may limit our ability to hedge effectively.

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This could increase the cost of our hedging activities because a TRS would be subject to corporate tax on its income.

Moreover, the limits on our use of hedging techniques could expose us to greater risks associated

with changes in interest rates than we would otherwise want to bear.

Moreover, the limits on our use of hedging techniques could expose us to greater risks associated with changes in interest rates than we would otherwise want to bear.

In addition, losses in a TRS would generally not provide any tax benefit to us since such losses may not be used to offset our taxable income, although such losses may be carried forward to offset future taxable income of the TRS.

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General Risk Factors

COVID-19, or the future outbreak of other highly infectious or contagious diseases, could materially and adversely impact or disrupt our investments, business, financial condition and results of operations.

As a result of a significant portion of our investments being in preferred equity, mezzanine loans and first mortgages secured by office, multifamily and hospitality properties located in the United States, any future local, regional, national or international outbreak of a contagious disease, including COVID-19 and its variants or any other similar diseases, will impact our investments and operating results to the extent that it reduces occupancy, increases the cost of operation or results in limited hours or necessitates the closure of such properties.

The future outbreak of highly infectious or contagious diseases could materially and adversely impact or disrupt our investments, business, financial condition and results of operations.

As a result of a significant portion of our investments being in preferred equity, mezzanine loans and first mortgages secured by office, multifamily and hospitality properties located in the United States, any future local, regional, national or international outbreak of a contagious disease will impact our investments and operating results to the extent that it reduces occupancy, increases the cost of operation or results in limited hours or necessitates the closure of such properties.

The borrowers under the first mortgages, mezzanine loans or preferred equity in which we invest may fail to make timely and required payments under the terms of such instruments.

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Disruptions in the financial and banking sectors may adversely impact our access to capital and our cost of borrowing, which could adversely affect us, our business or our results of operations.

Disruptions and uncertainty in the financial and banking sectors, including due to recent regional bank failures and decreased consumer confidence in the banking system, may hinder our ability to access capital on reasonable terms or at all.

Disruptions and uncertainty in the financial and banking sectors, including due to regional bank failures and decreased consumer confidence in the banking system, may hinder our ability to access capital on reasonable terms or at all.

and global financial and banking sectors have experienced periods of increased turmoil and volatility in the recent past and may experience similar periods of disruption in the future due to factors beyond our control.

Such periods of increased turmoil and volatility may adversely impact liquidity in the financial markets and make financings less attractive or, in some cases, unavailable.

Such periods of increased turmoil and volatility may adversely impact liquidity in the financial markets and make financings less attractive or, in some cases,

If our financing counterparties become capital constrained, tighten their lending standards or become insolvent, they may be unable or unwilling to fulfill their commitments to us.

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The impact of U.S.

and political uncertainty is inherently unpredictable and could adversely affect U.S.

fiscal and political uncertainty is inherently unpredictable and could adversely affect U.S.

and global financial markets and economic conditions.

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Further, the SEC has recently adopted rules requiring public companies to disclose material cybersecurity incidents that they experience on a Current Report on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy and governance.

These new reporting requirements will become effective for us on June 15, 2024.

If we fail to comply with these new requirements, we could incur regulatory fines and our reputation, business, financial condition and results of operations could be harmed.

These new reporting requirements became effective for us on June 15, 2024.

If we fail to comply with these requirements, we could incur regulatory fines and our reputation, business, financial condition and results of operations could be harmed.

Returns on our real estate-related loans may be limited by regulations.

Our loan investments may be subject to regulation by federal, state and local authorities and subject to various laws and judicial and administrative decisions.

We may determine not to make or invest in real estate-related loans in any jurisdiction in which we believe we have not complied in all material respects with applicable requirements, which reduce the amount of income we would otherwise receive.

We may determine not to make or invest in real estate-related loans in any jurisdiction in

which we believe we have not complied in all material respects with applicable requirements, which reduce the amount of income we would otherwise receive.

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-K

Item 1A. Risk Factors