BrightSpire Capital BRSP
BrightSpire Capital reports $87.36M revenue
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0001717547-26-000076
- Revenue: $87.36 million for Q3 2026
- Net income: $46.93 million for Q3 2026
- Diluted EPS: $0.37 for Q3 2026
- Cash and equivalents: $63.6 million as of Sep 30, 2026
Written from the 10-Q on EDGAR. Check the filing before you rely on it.
What changed
12 changes since the June 2026 10-Q
Compared with the 10-Q 0001717547-26-000062, filed Jul 29, 2026.
Net income up 356% from Jun 30
$46.9M, was −$18.3M.
From the filings
Before
−$18.3MNow
$46.9MEPS up 347% from Jun 30
$0.37, was −$0.15.
From the filings
Before
−$0.15Now
$0.37Cash down 6.7% from Jun 30
$63.6M, was $68.2M.
From the filings
Before
$68.2MNow
$63.6MRevenue up 4.6% from Jun 30
$87.4M, was $83.5M.
From the filings
Before
$83.5MNow
$87.4MOn October 16, 2026, we closed a $960.0 million securitization transaction, BRSP 2026-FL4.
New paragraph in MD&A.
From the filings
Now
On October 16, 2026, we closed a $960.0 million securitization transaction, BRSP 2026-FL4. We placed $844.8 million of investment grade securities with institutional investors providing term financing on a non-mark-to-market, non-recourse basis. BRSP 2026-FL4 is collateralized by interests in 29 first-lien floating rate mortgages secured by 38 properties, with an 88.0% initial advance rate at a weighted average coupon at issuance of Term SOFR + 1.54%, before transaction costs;Sold one industrial portfolio and one multifamily property for a total gross sales price of $325.1 million.
New paragraph in MD&A.
From the filings
Now
Sold one industrial portfolio and one multifamily property for a total gross sales price of $325.1 million. In connection with the sales, we recognized a gain of $60.3 million on the industrial portfolio and recorded impairment of operating real estate of $1.8 million on the multifamily property;In October 2026, we sold one multifamily property with a carry value of $32.0 million and recorded…
Adds "In October"; drops "During the three months ended June 30,".
From the filings
Before
During the three months ended June 30, 2026, we recorded impairment of $5.5 million related to two retail properties, one of which was deconsolidated following the loss of control over the property. We also recorded $3.8 million related to a multifamily property classified as real estate held for sale.Now
In October 2026, we sold one multifamily property with a carry value of $32.0 million and recorded impairment of operating real estate of $0.8 million during the three months ended September 30, 2026; andDeconsolidated the assets and liabilities of one retail property following the loss of control and recorded…
New paragraph in MD&A.
From the filings
Now
Deconsolidated the assets and liabilities of one retail property following the loss of control and recorded impairment of operating real estate of $3.4 million.(4) Excludes $4.6 million of NOI related to an industrial portfolio and multifamily property sold during the…
New paragraph in MD&A.
From the filings
Now
(4) Excludes $4.6 million of NOI related to an industrial portfolio and multifamily property sold during the third quarter of 2026.Borrowers and the Guarantors (as such terms are defined in the Guarantee and Collateral Agreement) in which…
Drops "The obligations of the Borrowers under the Amended Credit Agreement are guaranteed…".
From the filings
Before
The obligations of the Borrowers under the Amended Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of the OP (the Guarantors ) in favor of the Administrative Agent (the Guarantee and Collateral Agreement ) and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors (as such terms are defined in the Guarantee and Collateral Agreement) in which the proceeds of investment asset distributions are maintained.Now
Borrowers and the Guarantors (as such terms are defined in the Guarantee and Collateral Agreement) in which the proceeds of investment asset distributions are maintained.On October 19, 2026, we redeemed the outstanding securities under the BRSP 2024-FL2 securitization vehicle…
Adds "October"; drops "February".
From the filings
Before
On February 19, 2026, we redeemed the outstanding securities under the securitization vehicle operated through wholly-owned subsidiaries, BRSP 2021-FL1, Ltd and BRSP 2021-FL1, LLC (collectively, BRSP 2021-FL1 ) including the investment grade notes issued thereunder, at a redemption price of $310.7 million. The 17 senior loan investments, with an aggregate unpaid principal balance of $440.8 million, held by BRSP 2021-FL1 were refinanced by the issuance of securities under BRSP 2026-FL3 and with existing Master Repurchase Facilities.Now
On October 19, 2026, we redeemed the outstanding securities under the BRSP 2024-FL2 securitization vehicle, including the investment grade notes issued thereunder, at a redemption price of $537.8 million.In April 2026, our board of directors authorized a stock repurchase program ( Stock Repurchase Program )…
Drops "Repurchase Program, we may repurchase shares in open market purchases, in privately…".
From the filings
Before
In April 2026, our board of directors authorized a stock repurchase program ( Stock Repurchase Program ) under which we may repurchase up to $50.0 million of our outstanding Class A common stock until April 30, 2027. The Stock Repurchase Program replaced the prior stock repurchase program authorization which expired on April 30, 2026. Under the Stock Repurchase Program, we may repurchase shares in open market purchases, in privately negotiated transactions or otherwise. We have a written trading plan as part of the Share Repurchase Program that provides for share repurchases in open market transactions that is intended to comply with Rule 10b-18 under the Exchange Act. The Stock Repurchase Program will be utilized at our discretion and in accordance with the requirements of the SEC. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.Now
In April 2026, our board of directors authorized a stock repurchase program ( Stock Repurchase Program ) under which we may repurchase up to $50.0 million of our outstanding Class A common stock until April 30, 2027. The Stock Repurchase Program replaced the prior stock repurchase program authorization which expired on April 30, 2026. Under the Stock
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Cover page 2 changes
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For the quarterly period ended June September 30, 2026
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As of July 28, October 27, 2026, BrightSpire Capital, Inc. had 126,524,180 124,676,733 shares of Class A common stock, par value $0.01 per share, outstanding.
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Forward-looking statements 1 change
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The foregoing list of factors is not exhaustive. We urge you to carefully review the disclosures we make concerning risks in the sections entitled Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025, Risk Factors in this Form 10-Q for the quarter ended June September 30, 2026 and Management s Discussion and Analysis of Financial Condition and Results of Operations herein.
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Financial statements 184 changes
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Restricted cash 101,563 107,046
Receivables, net 51,368 45,591
Other assets 28,547 47,065
Liabilities related to assets held for sale 200,000
June September 30, 2026 December 31, 2025
Cash and cash equivalents $ 68,157 63,601 $ 66,789
Restricted cash 113,996 107,046
Loans and preferred equity held for investment 2,893,663 3,082,324 2,678,315
Current expected credit loss reserve ( 98,658 106,317 ) ( 87,401 )
Loans and preferred equity held for investment, net 2,795,005 2,976,007 2,590,914
Real estate, net 450,338 413,044 679,779
Receivables, net 39,495 45,591
Deferred leasing costs and intangible assets, net 4,337 3,744 27,646
Assets held for sale 248,418 32,012
Other assets 25,674 47,065
Total assets $ 3,747,733 3,667,573 $ 3,564,830
Securitization bonds payable, net $ 1,407,850 1,362,731 $ 977,082
Mortgage and other notes payable, net 211,604 210,988 414,060
Credit facilities 926,225 1,059,853 1,078,098
Accrued and other liabilities 54,527 54,257 64,098
Escrow deposits payable 76,261 88,139 82,511
Dividends payable 21,885 21,812 20,576
Total liabilities 2,898,352 2,797,780 2,636,425
1 unchanged paragraph
Preferred stock, $ 0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively
1 unchanged paragraph
Total equity 849,381 928,405
Class A, 950,000,000 shares authorized, 126,789,991 124,676,733 and 128,627,246 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively
Additional paid-in capital 2,845,471 2,838,885 2,863,377
Accumulated deficit ( 1,983,759 1,957,040 ) ( 1,926,231 )
Total stockholders equity 862,980 883,092 938,432
Noncontrolling interests in investment entities ( 13,599 13,299 ) ( 10,027 )
Total equity 869,793 928,405
Total liabilities and equity $ 3,747,733 3,667,573 $ 3,564,830
4 unchanged paragraphs
Restricted cash 12,876 9,149
Other assets 22,239 23,970
Credit facilities 45,145 45,145
June September 30, 2026 December 31, 2025
Cash and cash equivalents $ 1,795 1,861 $ 1,461
Restricted cash 15,341 9,149
Loans and preferred equity held for investment, net 1,616,299 1,565,318 1,151,496
Real estate, net 141,430 114,866 149,343
Receivables, net 19,356 19,183 16,053
Deferred leasing costs and intangible assets, net 3,764 3,597 3,544
Other assets 21,501 23,970
Total assets $ 1,817,759 1,741,667 $ 1,355,016
Securitization bonds payable, net $ 1,407,850 1,362,731 $ 977,082
Mortgage and other notes payable, net 95,417 94,666 96,348
Credit facilities 25,866 45,145
Accrued and other liabilities 10,669 11,613 8,074
Escrow deposits payable 3,980 4,224 3,354
Total liabilities $ 1,563,061 1,499,100 $ 1,130,003
4 unchanged paragraphs
Three Months Ended June 30, Six Months Ended June 30,
Interest income $ 52,077 $ 48,663 $ 101,592 $ 96,749
Interest expense ( 34,848 ) ( 31,935 ) ( 68,241 ) ( 64,146 )
Net interest income 17,229 16,728 33,351 32,603
Three Months Ended September 30, Nine Months Ended September 30,
Interest income $ 56,168 $ 48,889 $ 157,760 $ 145,638
Interest expense ( 37,905 ) ( 31,364 ) ( 106,146 ) ( 95,510 )
Net interest income 18,263 17,525 51,614 50,128
1 unchanged paragraph
Property operating income 30,432 35,668 63,086 62,526
Other income 1,039 1,593 4,010 4,211
Total property and other income 31,471 37,261 67,096 66,737
Property operating expense 18,511 16,650 38,589 26,616
Transaction, investment and servicing expense 1,507 562 2,339 1,192
Interest expense on real estate 5,121 6,765 10,213 13,330
Depreciation and amortization 8,187 10,607 16,814 21,159
Impairment of operating real estate 9,270 51,127 9,270 51,127
Operating expense 3,158 2,976 6,253 6,191
Total expenses 68,245 97,463 116,770 138,584
Other loss, net ( 27 ) ( 3,362 ) ( 31 ) ( 3,603 )
Income tax benefit (expense) ( 10 ) 21,664 ( 104 ) 21,382
Net loss ( 20,184 ) ( 25,172 ) ( 17,060 ) ( 21,465 )
Net loss attributable to noncontrolling interests in investment entities 1,850 2,054 3,572 3,688
Net loss attributable to BrightSpire Capital, Inc. common stockholders $ ( 18,334 ) $ ( 23,118 ) $ ( 13,488 ) $ ( 17,777 )
Property operating income 30,837 32,536 93,923 95,063
Other income 350 2,513 4,360 6,724
Total property and other income 31,187 35,049 98,283 101,787
Property operating expense 19,161 19,675 57,750 46,293
Transaction, investment and servicing expense 1,380 854 3,719 2,046
Interest expense on real estate 4,655 5,170 14,868 18,499
Depreciation and amortization 4,084 7,188 20,897 28,346
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and 104 more changes in the filing
Notes to the financial statements 20 changes
The Amended Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount to up to $ 180.0 million, subject to one or more new or existing Lenders agreeing to provide such additional loan commitments and satisfaction of other customary conditions.
Advances under the Amended Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower s election, either (x) a Term SOFR rate plus a margin of 2.25 %, or (y) a base rate equal to the highest of (i) the Wall Street Journal s prime rate, (ii) the federal funds rate plus 0.50 % and (iii) the Term SOFR rate plus 1.00 %, plus a margin of 1.25 %. An unused commitment fee at a rate of 0.25 % or 0.35 %, per annum, depending on the amount of facility utilization, applies to unutilized borrowing capacity under the Amended Credit Agreement. Amounts owed under the Amended Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a Term SOFR rate election is in effect.
The maximum amount available for borrowing at any time under the Amended Credit Agreement is limited to a borrowing base valuation of certain investment assets, with the valuation of such investment assets generally determined according to a percentage of adjusted net book value. As of June 30, 2026, the borrowing base valuation is sufficient to permit borrowings of up to the entire $ 120.0 million commitment. If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation will be reduced by 50 % until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Amended Credit Agreement terminates and any outstanding revolving loans will mature on December 8, 2028.
The obligations of the Borrowers under the Amended Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of the OP (the Guarantors ) in favor of the Administrative Agent (the Guarantee and Collateral Agreement ) and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors (as such terms are defined in the Guarantee and Collateral Agreement) in which the proceeds of investment asset distributions are maintained.
The Amended Credit Agreement contains various affirmative and negative covenants, including, among other things, the obligation of the Company to maintain REIT status and be listed on the New York Stock Exchange or any other U.S. national or international securities exchange, and limitations on debt, liens and restricted payments. In addition, the Amended Credit Agreement includes the following financial covenants applicable to the OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of the OP to be greater than or equal to the sum of (i) $ 900,000,000 and (ii) 70 % of the net cash proceeds received by the OP from any offering of its common equity after December 9, 2025 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to the OP, excluding any such proceeds that are contributed to the OP within ninety ( 90 ) days of receipt and applied to acquire capital stock of the OP; (b) the OP s EBITDA plus lease expenses to fixed charges for any period of four consecutive fiscal quarters not less than 1.40 to 1.00; (c) the OP s minimum interest coverage ratio not less than 3.00 to 1.00; and (d) the OP s ratio of consolidated total debt to consolidated total assets must not exceed 0.80 to 1.00. The Amended Credit Agreement also includes customary events of default, including, among other things, failure to make payments when due, breach of covenants or representations, cross default to material indebtedness, material judgment defaults, bankruptcy matters involving any Borrower or any Guarantor and certain change of control events. The occurrence of an event of default will limit the ability of the OP and its subsidiaries to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
As of June 30, 2026, the Company was in compliance with all of its financial covenants under the Amended Credit Agreement.
Securitization Financing Transactions
Securitization bonds payable, net represent debt issued by securitization vehicles consolidated by the Company. Senior notes issued by these securitization trusts were generally sold to third parties and subordinated notes retained by the Company. Following expiration of the reinvestment period, payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities of the loans.
The Company evaluated the key terms in the collateralized loan obligation ( CLO ) governing documents of the issuers of the CRE CLOs ( CRE CLO Issuers ), which are wholly owned subsidiaries of the Company, to determine if they were VIEs and, if so, whether the Company was the primary beneficiary and therefore consolidate the CRE CLOs. The Company concluded that the CRE CLO Issuers are VIEs and the Company is the primary beneficiary because it has the ability to control the most significant activities of the CRE CLO Issuers, the obligation to absorb losses to the extent of its equity investments, and the right to receive benefits that could potentially be significant to these entities.
valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry-specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any, are included in income tax expense in the consolidated statements of operations.
For the three months ended September 30, 2026 and 2025, the Company recorded a de minimis income tax benefit and income tax expense of $ 0.1 million, respectively. For the nine months ended September 30, 2026 and 2025, the Company recorded an income tax benefit of $ 0.1 million and $ 21.5 million, respectively.
The income tax benefit for the nine months ended September 30, 2025 includes a benefit of $ 22.1 million, which is the result of the reversal of a deferred tax liability associated with a European investment subsidiary that the lenders acquired control of following a maturity default on its bond financing. Refer to Note 4, Real Estate, net for further information.
Current Expected Credit Loss ( CECL ) reserve
The CECL reserve for the Company s financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans, loan commitments and trade receivables, represents a lifetime estimate of expected credit losses. Factors considered by the Company when determining the CECL reserve include loan-specific characteristics such as loan-to-value ( LTV ) ratio, vintage year, loan term, property type, occupancy and geographic location, financial performance of the borrower, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and reasonable and supportable forecasts.
The CECL reserve is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, the Company measures the CECL reserve on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset s risk characteristics change, the Company evaluates whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually.
In measuring the CECL reserve for financial instruments that share similar risk characteristics, the Company primarily applies a probability of default ( PD )/loss given default ( LGD ) model for instruments that are collectively assessed, whereby the CECL reserve is calculated as the product of PD, LGD and exposure at default. The Company s model principally utilizes historical loss rates derived from a commercial mortgage-backed securities database with historical losses from 1998 through September 2026 provided by a third party, Trepp LLC, forecasting the loss parameters using a scenario-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by a straight-line reversion period of twelve-months back to average historical losses. Where management has determined that the credit loss model does not fully capture certain external factors, including portfolio trends or loan specific factors, a qualitative adjustment to the reserve may be recorded.
For loans that do not share similar risk characteristics, the Company evaluates the CECL reserve on an individual basis. The Company considers loans to be collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral or foreclosure is probable. For such loans, the Company estimates the CECL reserve based on the difference between the fair value of the underlying collateral, net of selling costs, as applicable, and the amortized cost basis of the loan.
The Company applies broadly accepted and standard real estate valuation techniques, such as a discounted cash flow ( DCF ), direct capitalization methodology, or sales comparables to determine the fair value of the collateral. Determining fair value of the collateral, including utilization of a practical expedient, may take into account a number of assumptions including, but not limited to, market rents and cash flow projections, market capitalization rates, discount rates and sales comps. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.
Management only expects to charge-off the CECL reserves in the consolidated financial statements if and when such amounts are deemed non-recoverable. This is generally at the time a loan is repaid or foreclosed. However, non-recoverability may also be concluded if, management determines, it is nearly certain that all amounts will not be collected.
In connection with developing the CECL reserve for its loans and preferred equity held for investment, the Company determines the risk ranking of each loan and preferred equity investment as a key credit quality indicator. The risk rankings are based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the
1 unchanged paragraph
Note 3: Medium Risk 5 changes
3 unchanged paragraphs
The Company has elected to not measure a CECL reserve for accrued interest receivable as it is reversed against interest income when a loan or preferred equity investment is placed on nonaccrual status. Loans and preferred equity investments are charged off when all or a portion of the principal amount is determined to be uncollectible. See Refer to Nonaccrual in Loans and Preferred Equity Held for Investment above for further detail.
Changes in the CECL reserve for the Company s financial instruments are recorded in increase/decrease in current expected credit loss reserve on the consolidated statement of operations with a corresponding offset to the loans and preferred equity held for investment or as a component of other liabilities for future loan fundings recorded on the Company s consolidated balance sheets. See Refer to Note 3, Loans and Preferred Equity Held for Investment, net for further detail.
1 unchanged paragraph
Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU No. 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40) , and in January 2025, the FASB issues issued ASU No. 2025-01, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires disclosures on certain costs and expenses for each interim and annual reporting period. ASU No. 2024-03, as clarified by ASU No. 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of ASU No. 2024-03 to have a material impact on its consolidated financial statements.
Business Combinations and Consolidation In May 2025, the FASB issued ASU No. 2025-03, Business Combinations and Consolidation: Determining The Accounting Acquirer In The Acquisition of a Variable Interest Entity. The ASU requires reporting entities involved in a business combination effected primarily by the exchange of equity interests to consider the new guidance to determine which entity is the accounting acquirer regardless of whether the legal acquiree is a VIE. As a result, a reporting entity can determine that a transaction in which the legal acquiree is a VIE represents a reverse acquisition and the acquirer is identified as the acquiree for accounting purposes. This ASU is effective for periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating does not expect the impact adoption of this standard. ASU No. 2025-03 to have a material impact on its consolidated financial statements.
Interim Reporting In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. The guidance is intended to improve the literature surrounding interim disclosures and when such disclosures are required. The amendment also adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The guidance is not intended to change current requirements and is intended to provide clarity on current requirements. This ASU is effective for periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating does not expect the impact adoption of this standard. ASU No. 2025-11 to have a material impact on its consolidated financial statements.
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Note 3: Loans and Preferred Equity Held for Investment, net 12 changes
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June September 30, 2026 December 31, 2025
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Senior loans $ 1,211,175 1,442,147 $ 1,209,789 1,440,197 7.1 % 1.0 2.0 1.2 2.4 $ 1,422,235 $ 1,420,199 6.9 % 1.2 2.6
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CECL reserve ( 98,658 ) ( 87,401 )
Senior loans 27,337 27,337 28,781 28,781 20.0 % 0.0 (5)
Mezzanine loans 15,105 15,105 % 0.6 0.6 0.4 0.4 49,069 49,069 8.4 % 0.1 1.1
Preferred equity interests 16,154 16,154 14.4 19,488 19,488 14.3 % 0.5 0.5 0.3 0.4 11,467 11,413 14.3 % 0.4 1.0
Loans and preferred equity held for investment 2,899,771 2,893,663 3,089,431 3,082,324 2,679,909 2,678,315
CECL reserve ( 106,317 ) ( 87,401 )
Loans and preferred equity held for investment, net $ 2,899,771 3,089,431 $ 2,795,005 7.0 2,976,007 7.1 % 1.1
(1) Calculated based on contractual interest rate, except for nonaccrual loans. As of June September 30, 2026 and December 31, 2025 , all variable rate loans utilize Term Secured Overnight Financing Rate ( Term SOFR ).
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(5) The contractual maturity of the fixed rate senior loans loan was July October 9, 2026 at June September 30, 2026. The loan was extended subsequent to June September 30, 2026.
The Company had $ 12.6 12.7 million and $ 10.8 million of interest receivable related to its loans and preferred equity held for investment, net as of June September 30, 2026, and December 31, 2025, respectively. This is included in receivables, net on the Company s consolidated balance sheets.
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Note 4: Real Estate, net 30 changes
Subtotal $ 116,837 $ 380,353
Subtotal $ 416,072 $ 430,072
The following table presents the Company s net lease portfolio, net, as of June September 30, 2026 and December 31, 2025 (dollars in thousands):
June September 30, 2026 December 31, 2025
Land and improvements $ 11,955 11,273 $ 78,805
Buildings, building leaseholds, and improvements 96,972 93,386 287,767
Tenant improvements 7,910 7,876 13,781
Subtotal $ 112,535 $ 380,353
Less: Accumulated depreciation ( 34,920 34,403 ) ( 86,871 )
Net lease portfolio, net $ 81,917 78,132 $ 293,482
The following table presents the Company s portfolio of other real estate, net as of June September 30, 2026 and December 31, 2025 (dollars in thousands):
June September 30, 2026 December 31, 2025
Land and improvements $ 123,467 117,697 $ 127,614
Buildings, building leaseholds, and improvements 250,072 226,221 262,451
Tenant improvements 19,641 19,662 18,097
Furniture, fixtures and equipment 14,727 14,149 13,938
Construction-in-progress 8,165 5,279 7,972
Subtotal $ 383,008 $ 430,072
Less: Accumulated depreciation ( 47,651 48,096 ) ( 43,775 )
Other portfolio, net $ 368,421 334,912 $ 386,297
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Depreciation expense on real estate was $ 5.6 3.3 million and $ 7.4 6.8 million for the three months ended June September 30, 2026 and 2025, respectively. Depreciation expense on real estate was $ 11.5 14.9 million and $ 14.5 20.3 million for the six nine months ended June September 30, 2026 and 2025, respectively.
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Three Months Ended June 30, Six Months Ended June 30,
Minimum lease revenue $ 16,882 $ 24,251 $ 34,286 $ 48,121
Variable lease revenue 806 2,921 1,672 5,968
Hotel operating income 12,747 8,498 27,120 8,498
For the three and six nine months ended June September 30, 2026 and 2025 the components of property operating income were as follows (dollars in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
Minimum lease revenue $ 16,308 $ 17,276 $ 50,594 $ 65,397
Variable lease revenue 1,877 2,012 3,549 7,980
Hotel operating income 12,657 13,428 39,777 21,926
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Note 5: Deferred Leasing Costs and Other Intangibles 21 changes
The Company s deferred leasing costs, other intangible assets and intangible liabilities, excluding those related to assets held for sale at June September 30, 2026 and December 31, 2025 are as follows (dollars in thousands):
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In-place lease values $ 23,905 $ ( 23,248 ) $ 657
Deferred leasing costs 12,884 ( 9,286 ) 3,598
In-place lease values $ 21,165 $ ( 20,977 ) $ 188
Deferred leasing costs 12,853 ( 9,359 ) 3,494
Above-market lease values 7,324 ( 7,242 7,262 ) 82 62
Carrying Amount Accumulated Amortization Net Carrying Amount
Deferred Leasing Costs and Intangible Assets
In-place lease values $ 52,028 $ ( 32,762 ) $ 19,266
Deferred leasing costs 20,499 ( 12,836 ) 7,663
Above-market lease values 8,517 ( 7,800 ) 717
Intangible Liabilities
Below-market lease values $ 776 $ ( 387 ) $ 389
The following table summarizes the amortization of deferred leasing costs, intangible assets and intangible liabilities for the three and nine months ended September 30, 2026 and 2025 (dollars in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
Above-market lease values $ ( 5 ) $ ( 200 ) $ ( 1 ) $ ( 878 )
Below-market lease values 20 2 639
Net increase (decrease) to property operating income $ ( 5 ) $ ( 180 ) $ 1 $ ( 239 )
In-place lease values $ 469 $ 978 $ 5,044 $ 6,376
Deferred leasing costs 236 429 875 1,665
Amortization expense $ 705 $ 1,407 $ 5,919 $ 8,041
1 unchanged paragraph
Note 6: Restricted Cash, Other Assets and Accrued and Other Liabilities 28 changes
Tenant lockboxes 2,374 1,942
Total $ 101,563 $ 107,046
The following table presents a summary of restricted cash as of June September 30, 2026, and December 31, 2025 (dollars in thousands):
June September 30, 2026 December 31, 2025
Borrower escrow deposits $ 76,262 88,139 $ 82,511
Capital expenditure reserves 8,597 9,915 7,668
Real estate escrow reserves 7,379 7,356 8,288
Working capital and other reserves 6,951 6,617 6,637
Tenant lockboxes 1,969 1,942
Total $ 113,996 $ 107,046
The following table presents a summary of other assets as of June September 30, 2026, and December 31, 2025 (dollars in thousands):
June September 30, 2026 December 31, 2025
Right-of-use lease asset $ 12,476 11,698 $ 19,833
Deferred financing costs, net - credit facilities 6,877 5,518 5,716
Prepaid expenses and other 5,891 5,146 7,154
Tax receivable and deferred tax assets 1,880 1,889 12,247
1 unchanged paragraph
Total $ 28,547 $ 47,065
Total $ 25,674 $ 47,065
The following table presents a summary of accrued and other liabilities as of September 30, 2026 and December 31, 2025 (dollars in thousands):
September 30, 2026 December 31, 2025
Accrued and other liabilities:
Accounts payable, accrued expenses and other liabilities $ 29,240 $ 25,962
Operating lease liability 12,121 20,703
Prepaid rent and unearned revenue 5,948 9,664
Interest payable 5,456 6,239
Unfunded CECL loan allowance 927 669
Tenant security deposits 565 861
Total $ 54,257 $ 64,098
1 unchanged paragraph
Note 7: Debt 30 changes
The following table presents debt as of June September 30, 2026, and December 31, 2025 (dollars in thousands):
June September 30, 2026 December 31, 2025
5 unchanged paragraphs
Non-recourse Aug-37 SOFR + 2.47 2.51 %
Subtotal securitization bonds payable, net 1,417,112 1,407,850 1,371,022 1,362,731 982,090 977,082
1 unchanged paragraph
Net lease 1 Non-recourse Sep-33 4.77 % 200,000 199,122 200,000 199,068
Net lease 1 Non-recourse (5)
Net lease 3 Non-recourse Aug-26 4.08 % 27,585 27,576 27,465 27,465 27,958 27,928
Net lease 4 Non-recourse Oct-27 4.45 % 20,398 20,398 20,221 20,221 20,730 20,730
Non-recourse Nov-26 4.45 % 15,993 15,959 15,878 15,857 16,222 16,153
Non-recourse Mar-28 7.25 % 10,700 10,263 10,651 10,214 10,800 10,362
Non-recourse Nov-26 4.45 % 6,354 6,341 6,308 6,302 6,445 6,418
Non-recourse Nov-26 4.45 % 2,945 2,937 2,924 2,916 2,987 2,975
Other real estate 1 Non-recourse Dec-28 (8) (10)
Non-recourse Jul-28 (9) (11)
Subtotal mortgage and other notes payable, net 413,533 411,604 212,207 210,988 416,302 414,060
1 unchanged paragraph
Bank credit facility $ 120,000 Recourse Dec-28 (10) (12)
Subtotal bank credit facility 70,000 70,000 45,000 45,000
1 unchanged paragraph
Bank 1 600,000 Limited Recourse (11) (13)
Oct-28 SOFR + 1.98 %
Bank 2 600,000 Limited Recourse (11) (13)
Bank 3 500,000 Limited Recourse (15) (16)
Bank 4 400,000 Limited Recourse (11) (13)
Bank 5 250,000 Limited Recourse (11) (13)
Subtotal master repurchase facilities $ 2,350,000 856,225 856,225 1,014,853 1,014,853 1,078,098 1,078,098
Subtotal credit facilities 926,225 926,225 1,059,853 1,059,853 1,078,098 1,078,098
Total $ 2,756,870 2,643,082 $ 2,745,679 2,633,572 $ 2,476,490 $ 2,469,240
4 unchanged paragraphs
(5) Payment terms are periodic payment of principal and interest for debt on two properties and periodic payment of interest only with principal at maturity (except for principal repayments to release collateral properties disposed) for debt on one property.
(6) During the six months ended June 30, 2026, the Company received notice that it was in default on the mortgage notes payable cross-collateralized by Net Lease 5, Net Lease 6 and Net Lease 8. The Company deconsolidated one property collateralizing Net Lease 5 and impaired the property collateralizing
(5) During the third quarter of 2026, the Company completed the sale of an industrial portfolio and the purchaser assumed the associated mortgage note payable collateralized by Net lease 1. Refer to Note 4, Real Estate, net for further discussion.
(6) The mortgage note payable collateralized by Net Lease 3 is in maturity default. As a result, the mortgage note payable is currently accruing default interest at a per annum rate of 4.00 % in addition to the contractual interest rate. The Company is currently negotiating an extension with the lender.
1 unchanged paragraph
Note 8: Related Party Arrangements 1 change
The Company had no related party transactions as of and for the six nine months ended June September 30, 2026 and 2025.
Note 9: Equity-Based Compensation 3 changes
1 unchanged paragraph
On March 16, 2026, the Company granted 1,907,157 shares of Class A common stock to certain of its employees, including executive officers. The shares vest in one-third increments on March 15, 2027, March 15, 2028 and March 15, 2029.
On May 20, 2026, the Company granted 88,340 shares of Class A common stock to the non-employee directors of the Company which vest on May 20, 2027.
Shares subject to an award granted under the 2022 Plan will be counted against the maximum number of shares of Class A common stock available for issuance thereunder as one share of Class A common stock for every one share of Class A common stock subject to such an award. Shares subject to an award granted under the 2022 Plan will again become available for issuance under the 2022 Plan if the award terminates by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares (except as set forth in the following sentence). The number of shares of Class A common stock available for issuance under the 2022 Plan will not be increased by (i) any shares tendered or withheld in connection with the purchase of shares upon exercise of a stock option, (ii) any shares deducted or delivered in connection with the Company s tax withholding obligations, or (iii) any shares purchased by the Company with proceeds from stock option exercises. Shares granted to non-independent directors, officers and employees, if applicable, generally vest ratably in three annual installments following the grant date. non-
1 unchanged paragraph
Note 10: Stockholders Equity 9 changes
During the six months ended June 30, 2026 and 2025, the Company declared the following dividends on its common stock:
Declaration Date Record Date Payment Date Per Share
March 16, 2026 March 31, 2026 April 15, 2026 $ 0.16
June 15, 2026 June 30, 2026 July 15, 2026 $ 0.16
March 17, 2025 March 31, 2025 April 15, 2025 $ 0.16
June 16, 2025 June 30, 2025 July 14, 2025 $ 0.16
In April 2026, the Company s board of directors have authorized a stock repurchase program ( Stock Repurchase Program ) under which the Company may repurchase up to $ 50.0 million of its outstanding Class A common stock until April 30, 2027. The Stock Repurchase Program replaces the prior repurchase program authorization which expired on April 30, 2026. Under the Stock Repurchase Program, the Company may repurchase shares in open market purchases, in privately negotiated
As of June September 30, 2026, the Company had the authority to issue up to 1.0 billion shares of stock, at $ 0.01 par value per share, consisting of 950.0 million shares of Class A common stock and 50.0 million shares of preferred stock.
The Company had no shares of preferred stock issued and outstanding as of June September 30, 2026 and December 31, 2025.
1 unchanged paragraph
Note 11: Fair Value 20 changes
The Company may elect to apply the fair value option of accounting for certain of its financial assets or liabilities due to the nature of the instrument at the time of the initial recognition of the investment. As of June September 30, 2026, the Company has elected not to apply the fair value option for any other eligible financial assets or liabilities.
2 unchanged paragraphs
The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities as of September 30, 2026 and December 31, 2025 (dollars in thousands):
September 30, 2026 December 31, 2025
Principal Amount Carrying Value Fair Value Principal Amount Carrying Value Fair Value
Financial assets: (1)
Loans and preferred equity held for investment, net (2)(3)
Financial liabilities: (1)
Securitization bonds payable, net $ 1,371,022 $ 1,362,731 $ 1,371,022 $ 982,090 $ 977,082 $ 982,090
Mortgage and other notes payable, net 212,207 210,988 206,061 416,302 414,060 394,819
Credit facilities 1,059,853 1,059,853 1,059,853 1,078,098 1,078,098 1,078,098
(1) The fair value of other financial instruments not included in this table is estimated to approximate their carrying value.
(2) Excludes future funding commitments of $ 145.2 million and $ 112.2 million as of September 30, 2026 and December 31, 2025, respectively.
(3) Carry value excludes CECL reserves of $ 106.3 million and $ 87.4 million as of September 30, 2026 and December 31, 2025, respectively.
Disclosure about fair value of financial instruments is based on pertinent information available to management as of September 30, 2026. Although management is not aware of any factors that would significantly affect fair value, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.
Loans and Preferred Equity Held for Investment, Net
For loans and preferred equity held for investment, net, fair values were determined: (i) primarily by using rates currently available with similar terms and remaining maturities to estimate fair value. These measurements are determined using comparable U.S. Treasury rates as of the end of the reporting period; or (ii) in some cases, based on discounted cash flow projections or similar analysis of principal and interest expected to be collected, which includes consideration of the financial standing of the borrower or sponsor as well as operating results of the underlying collateral. Since some fair value measurements are based on unobservable inputs, they are classified as Level 3 of the fair value hierarchy.
Securitization Bonds Payable, Net
The Company s securitization bonds payable, net bear floating rates of interest. As of September 30, 2026, the Company believes the unpaid principal balance approximates fair value given the floating rate nature of the bonds and significant level of subordination within the securitization. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.
Mortgage and Other Notes Payable, Net
For mortgage and other notes payable, net, the Company primarily uses rates currently available with similar terms and remaining maturities to estimate fair value. These measurements are determined using comparable U.S. Treasury rates as of the
1 unchanged paragraph
Note 12: Commitments and Contingencies 10 changes
The Company has lending commitments to borrowers pursuant to certain loan agreements in which the borrower may submit a request for funding contingent on achieving certain criteria, which must be approved by the Company as lender, such as leasing, perf ormance of capital expenditures and construction in progress with an approved budget. At June September 30, 2026, assuming the terms to qualify for future fundings, if any, had been met, total unfunded lending commitments for loans and preferred equity held for investment were $ 137.9 135.7 million for senior loans, $ 1.7 million for mezzanine loans and $ 5.9 7.8 million for preferred equity. At December 31, 2025, total unfunded lending commitments for loans held for investment were $ 101.9 million for senior loans, $ 2.1 million for mezzanine loans and $ 8.2 million for preferred equity.
2 unchanged paragraphs
Three Months Ended June 30, Six Months Ended June 30,
At June September 30, 2026 and December 31, 2025, the weighted average remaining lease term was 4.8 4.6 years and 11.8 years for ground leases, respectively.
The following table presents ground lease expense, included in property operating expense, for the three and six nine months ended June September 30, 2026 and 2025 (dollars in thousands):
Three Months Ended September 30, Nine Months Ended September 30,
1 unchanged paragraph
Minimum lease expense $ 730 $ 804 $ 1,519 $ 1,598
Minimum lease expense $ 604 $ 797 $ 2,123 $ 2,395
1 unchanged paragraph
The operating lease liability for ground leases was determined using a weighted average discount rate of 5.4 %.
For these ground leases, the Company has elected the practical expedient to combine lease and related nonlease components as a single lease component.
At June 30, 2026 and December 31, 2025, the weighted average remaining lease term w as 2.9 years and 3.4 years for office leases, respectively. The office leases are located in New York, New York and Los Angeles, California.
1 unchanged paragraph
Note 13: Segment Reporting 4 changes
2 unchanged paragraphs
Net Leased and Other Real Estate direct investments in CRE with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance, capital expenditures and real estate taxes. It also includes other real estate, currently consisting of one investment with direct ownership in commercial real estate and four additional properties that the Company acquired through foreclosure or deed-in-lieu of foreclosure and two properties one property that the Company consolidates as the primary beneficiary.
1 unchanged paragraph
U.S. GAAP defines the Chief Operating Decision Maker ( CODM ) as the person or persons who perform the function of allocating resources to and assessing the performance of segments of a public entity. The Company has identified the CODM as its Chief Executive Officer, who is responsible for making key operating decisions of the Company. The CODM reviews net income (loss) for each of the three operating segments on the Company s consolidated statements of operations to make decisions, allocate resources, and assess segment performance.
The Company primarily generates revenue from net interest income on the loan portfolio and rental and other income from its net leased, multi-tenant office and hotel assets. The Company s income is primarily derived through the difference between revenue and the cost at which the Company is able to finance its investments. The Company may also acquire investments which generate attractive returns without any leverage.
The following tables present the relevant financial information for the reportable segments for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
1 unchanged paragraph
Note 14: Earnings Per Share 25 changes
Three Months Ended June 30, Six Months Ended June 30,
Net loss $ ( 20,184 ) $ ( 25,172 ) $ ( 17,060 ) $ ( 21,465 )
Investment Entities 1,850 2,054 3,572 3,688
Net loss attributable to BrightSpire Capital, Inc. common stockholders $ ( 18,334 ) $ ( 23,118 ) $ ( 13,488 ) $ ( 17,777 )
Dividends allocated to participating securities (non-vested shares) $ ( 568 ) $ ( 471 ) $ ( 1,135 ) $ ( 940 )
Net loss attributable to common stockholders $ ( 18,902 ) $ ( 23,589 ) $ ( 14,623 ) $ ( 18,717 )
The Company s net loss and weighted average shares outstanding for the three and six nine months ended June September 30, 2026 and 2025 consist of the following (dollars in thousands, except per share data):
Three Months Ended September 30, Nine Months Ended
Net income (loss) $ 47,234 $ ( 1,304 ) $ 30,175 $ ( 22,769 )
Net income (loss) attributable to noncontrolling interests:
Investment Entities ( 300 ) 2,288 3,272 5,976
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders $ 46,934 $ 984 $ 33,447 $ ( 16,793 )
Dividends and undistributed earnings allocated to participating securities (non-vested shares) $ ( 1,291 ) $ ( 458 ) $ ( 1,680 ) $ ( 1,398 )
Numerator for basic income (loss) per common share $ 45,643 $ 526 $ 31,767 $ ( 18,191 )
Impact of assumed conversion of dilutive unvested PSUs 124
Numerator for diluted income (loss) per common share $ 45,767 $ 526 $ 31,767 $ ( 18,191 )
1 unchanged paragraph
Unvested PSUs 582 979
Unvested restricted stock 2,905
1 unchanged paragraph
Net loss per common share - basic $ ( 0.15 ) $ ( 0.19 ) $ ( 0.12 ) $ ( 0.15 )
Net loss per common share - diluted $ ( 0.15 ) $ ( 0.19 ) $ ( 0.12 ) $ ( 0.15 )
BRIGHTSPIRE CAPITAL, INC.
Net income (loss) per common share - basic $ 0.37 $ 0.00 $ 0.25 $ ( 0.14 )
Net income (loss) per common share - diluted $ 0.37 $ 0.00 $ 0.25 $ ( 0.14 )
(1) The outstanding shares used to calculate the weighted average basic shares outstanding exclude 3,545,686 3,407,046 and 2,945,872 2,865,399 of restricted stock awards as of June September 30, 2026 and June September 30, 2025, net of forfeitures, respectively, as those shares were issued but were not vested and therefore, not considered outstanding for purposes of computing basic net income (loss) per common share.
(2) The calculation of diluted earnings per share for the three and six months ended June 30, 2026, excludes the effect of weighted average unvested restricted shares of 3,548,112 and 3,269,184 , respectively, as the effect would be antidilutive. The calculation of diluted earnings per share for the three and six nine months ended June September 30, 2025, excludes the effect of weighted average unvested restricted shares of 2,938,780 and 2,859,189 , respectively, 2,874,546 as the effect would be antidilutive.
Note 15: Subsequent Events 6 changes
Purchase and Sale Agreement
In July 2026, the Company executed a purchase and sale agreement to sell a Fort Worth, Texas multifamily property that is expected to generate gross proceeds of $ 32.5 million.
On October 16, 2026, the Company executed a $ 960.0 million securitization transaction, BRSP 2026-FL4, which resulted in the sale of $ 844.8 million of investment grade notes. The securitization reflects an initial advance rate of 88.0 % at a weighted average coupon at issuance of Term SOFR+1.54% (before transaction costs) and is collateralized by a pool of 29 first-lien floating-rate mortgages secured by 38 properties. On October 19, 2026, the Company also redeemed the outstanding securities under BRSP 2024-FL2, including the investment grade bonds, which totaled $ 537.8 million.
In July October 2026, the Company paid a quarterly cash dividend of $ 0.16 per share of its Class A common stock for the quarter ended June September 30, 2026, to stockholders of record as of June September 30, 2026.
Subsequent to June September 30, 2026, the Company originated three one senior mortgage loans loan with a total commitment of $ 116.9 43.0 million.
In October 2026, the Company sold one multifamily property for total gross proceeds of $ 32.5 million.
MD&A 519 changes
13 unchanged paragraphs
Net Leased and Other Real Estate direct investments in commercial real estate with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance, capital expenditures and real estate taxes. It also includes other real estate, currently consisting of one investment with direct ownership in commercial real estate, four additional properties that we acquired through foreclosure or deed-in-lieu of foreclosure and two properties one property that we consolidate as the primary beneficiary.
2 unchanged paragraphs
Extended our Bank 1 Master Repurchase Facility to October 2028.
We continued to make progress resolving our watchlist (loans with a risk ranking of 4 or 5):
Received total repayment proceeds of $97.5 million related to three risk ranked 5 loans;
Classified one industrial portfolio with a carry value of $223.1 million as real estate held for sale; we also classified one multifamily property with a carry value of $25.3 million as real estate held for sale and recorded our share of GAAP impairment of $3.8 million. Purchase and sale agreements have been executed on both properties and we expect both sales to close in the third quarter of 2026;
In July 2026, executed a purchase and sale agreement to sell the Fort Worth, Texas multifamily property that is expected to close in the third quarter of 2026 and generate gross proceeds of $32.5 million; and
Recorded total GAAP impairment at our share of $5.5 million on two retail properties, while deconsolidating the assets and liabilities of one following the loss of control. We previously recorded non-GAAP impairment on these properties; therefore, the undepreciated book value impact of the impairment was immaterial. Refer to Non-GAAP Supplemental Measures for further discussion.
During the three months ended June September 30, 2026, and through July 28, October 27, 2026, significant developments affecting our business and results of operations of our portfolio included the following:
On October 16, 2026, we closed a $960.0 million securitization transaction, BRSP 2026-FL4. We placed $844.8 million of investment grade securities with institutional investors providing term financing on a non-mark-to-market, non-recourse basis. BRSP 2026-FL4 is collateralized by interests in 29 first-lien floating rate mortgages secured by 38 properties, with an 88.0% initial advance rate at a weighted average coupon at issuance of Term SOFR + 1.54%, before transaction costs;
On October 19, 2026, we redeemed the outstanding securities under BRSP 2024-FL2, including the investment grade bonds, which totaled $537.8 million. The 26 senior loan investments, with an aggregate unpaid principal balance of $628.9 million, held by BRSP 2024-FL2 were refinanced by the issuance of securities under BRSP 2026-FL4 and with existing Master Repurchase Facilities;
Declared and paid a second third quarter dividend of $0.16 per share on July 15, October 14, 2026; and
Under our Stock Repurchase Program, we have repurchased 3.8 2.1 million shares of our Class A common stock at an aggregate cost of $21.0 $9.9 million. and
We originated 13 eight senior mortgage loans for a total commitment of $435.7 $315.5 million;
We received loan repayment proceeds of $150.7 $78.8 million from eight four loans;
As of July 28, October 27, 2026, our watchlist (loans with a risk ranking of 4 or 5) consisted of the following (refer to Our Portfolio for further discussion):
Four Five loans with a risk ranking of 4 and total carrying value of $135.9 $187.0 million;
Our general CECL reserve increased by $12.5 $7.5 million from March 31, June 30, 2026 to June September 30, 2026. At June September 30, 2026, our general CECL reserve for our outstanding loans and future loan funding commitments is $99.7 $107.2 million, which is 3.27% 3.32% of the aggregate commitment amount of our loan portfolio;
We recorded specific CECL reserves of $1.0 $7.8 million related to three multifamily loans one office loan that were was also charged off during the three months ended June September 30, 2026. following repayment of each loan. At June September 30, 2026, there were no specific CECL reserves on our consolidated balance sheets;
Sold one industrial portfolio and one multifamily property for a total gross sales price of $325.1 million. In connection with the sales, we recognized a gain of $60.3 million on the industrial portfolio and recorded impairment of operating real estate of $1.8 million on the multifamily property;
In October 2026, we sold one multifamily property with a carry value of $32.0 million and recorded impairment of operating real estate of $0.8 million during the three months ended September 30, 2026; and
Deconsolidated the assets and liabilities of one retail property following the loss of control and recorded impairment of operating real estate of $3.4 million.
Generated GAAP net loss income of $18.3 $46.9 million, or $(0.15) $0.37 per basic and diluted share, Distributable Earnings of $15.8 $10.3 million or $0.12 $0.08 per share and Adjusted Distributable Earnings of $16.8 $17.8 million or $0.13 $0.14 per share for the three months ended June September 30, 2026. Distributable Earnings and Adjusted Distributable Earnings are non-GAAP financial measures. A reconciliation of these measures to net loss income attributable to the Company s common stockholders is in the section Non-GAAP Supplemental Financial Measures below.
1 unchanged paragraph
Commercial real estate markets continue to be influenced by elevated interest rates, reduced transaction activity, uncertainty from the Administration s tariff initiative and trade policy, ongoing geopolitical conflict in the Middle East, and renewed persistent inflationary pressure, particularly in energy prices. In September 2026, the Federal Reserve held raised the target range for the federal funds rate steady at its June 2026 meeting, marking by 25 basis points to 3.75% - 4.00%, its fourth consecutive first increase since 2023. Minutes of the September meeting without a change, and removed language from prior policy statements indicate that had signaled a bias toward future rate cuts. Certain Federal Reserve officials have indicated most participants assessed that further increases in the federal funds rate another increase would likely be appropriate by year-end, although future decisions are possible later in 2026 if inflationary pressures persist, while other officials continue expected to anticipate the potential for rate reductions; depend on incoming information; it is uncertain as to if, when, in which direction, how many and by how much any subsequent changes in the federal funds rate will occur. Higher borrowing costs and conservative lending practices have pressured property valuations and refinancing activity, particularly for loans originated in prior low rate environments. To the extent certain of our borrowers are experiencing significant financial dislocation as a result of economic conditions, we have and may continue to use interest and other reserves and/or replenishment obligations of the borrower and/or guarantors to meet current interest payment obligations for a limited period.
23 unchanged paragraphs
As of June September 30, 2026, our portfolio consisted of 120 123 investments representing approximately $3.6 $3.5 billion in carrying value (based on our share of ownership and excluding cash, cash equivalents and certain other assets). Our senior and mezzanine loans and preferred equity consisted of 106 111 investments with a weighted average cash coupon of 3.3% and a weighted average all-in unlevered yield of 7.2%. 7.4%. Our net leased and other real estate consisted of approximately 4.5 1.7 million total square feet of space and total second third quarter 2026 NOI of that portfolio was approximately $11.8 $6.9 million. Refer to Non-GAAP Supplemental Financial Measures below for further information on NOI.
As of June September 30, 2026, our portfolio consisted of the following investments (dollars in thousands):
3 unchanged paragraphs
Senior loans 95 $ 2,862,404 $ 2,862,404 $ 639,649 $ 639,649
Senior loans 99 $ 3,047,731 $ 3,047,731 $ 693,161 $ 693,161
1 unchanged paragraph
Preferred equity 10 16,154 16,154 16,154 16,154
Subtotal 106 2,893,663 2,893,663 670,908 670,908
Net leased real estate 6 305,193 305,193 21,219 21,219
Other real estate 7 397,900 393,585 217,759 218,243
Preferred equity 11 19,488 19,488 19,488 19,488
Subtotal 111 3,082,324 3,082,324 727,754 727,754
Net leased real estate 5 78,265 78,265 (5,182) (5,182)
Other real estate 6 370,535 366,270 210,472 210,978
1 unchanged paragraph
Total 120 $ 3,598,170 $ 3,593,855 $ 911,300 $ 911,784
Total 123 $ 3,532,538 $ 3,528,273 $ 934,458 $ 934,964
1 unchanged paragraph
(2) Carrying value at our share represents the proportionate carrying value based on ownership by asset as of June September 30, 2026.
(3) Net carrying value represents carrying value less any associated financing as of June September 30, 2026.
(4) Net carrying value at our share represents the proportionate carrying value based on asset ownership less any associated financing based on ownership as of June September 30, 2026 .
5 unchanged paragraphs
Three multifamily loans with risk rankings of 5 were repaid;
At June September 30, 2026, our weighted average risk ranking decreased increased to 3.0 3.1 compared to 3.1 3.0 at March 31, June 30, 2026. During the second third quarter of 2026, we had the following risk ranking activity for risk ranked 4 and 5 assets:
One office loan with a risk ranking of 4 was repaid;
Downgrades: One multifamily loan and one Two office loan loans were downgraded to a risk ranking of 4 from a risk ranking of 3.
1 unchanged paragraph
The following tables provide a summary of our senior and mezzanine loans and preferred equity based on our internal risk rankings, collateral property type and geographic distribution as of June September 30, 2026 (dollars in thousands):
2 unchanged paragraphs
Weighted average risk ranking 3.0 3.1
(1) Carrying value at our share represents the proportionate carrying value based on ownership by asset as of June September 30, 2026.
(2) Count includes two three preferred equity investments where we are also the senior lender.
2 unchanged paragraphs
Multifamily 78 $ 2,000,669 $ $ 13,404 $ 2,014,073 69.6 %
Office 19 563,204 15,105 2,750 581,059 20.1 %
Multifamily 84 $ 2,203,063 $ $ 15,924 $ 2,218,987 71.9 %
Office 18 553,229 15,105 3,564 571,898 18.6 %
1 unchanged paragraph
Industrial 2 51,456 51,456 1.8 %
Total 106 $ 2,862,404 $ 15,105 $ 16,154 $ 2,893,663 100.0 %
Industrial 3 82,591 82,591 2.7 %
Hotel 1 24,458 24,458 24,491 24,491 0.8 %
Total 111 $ 3,047,731 $ 15,105 $ 19,488 $ 3,082,324 100.0 %
(1) Carrying value at our share represents the proportionate carrying value based on ownership by asset as of June September 30, 2026.
3 unchanged paragraphs
US West 35 $ 1,051,708 $ $ 591 $ 1,052,299 36.4 %
US Southwest 46 1,031,646 15,563 1,047,209 36.2 %
US Northeast 9 326,750 15,105 341,855 11.8 %
US Southeast 12 321,840 321,840 11.1 %
US Midwest 4 130,460 130,460 4.5 %
Total 106 $ 2,862,404 $ 15,105 $ 16,154 $ 2,893,663 100.0 %
US West 40 $ 1,230,306 $ $ 1,758 $ 1,232,064 39.9 %
US Southwest 46 1,060,415 17,730 1,078,145 35.0 %
US Northeast 9 299,094 15,105 314,199 10.2 %
US Southeast 12 325,844 325,844 10.6 %
US Midwest 4 132,072 132,072 4.3 %
Total 111 $ 3,047,731 $ 15,105 $ 19,488 $ 3,082,324 100.0 %
(1) Carrying value at our share represents the proportionate carrying value based on ownership by asset as of June September 30, 2026.
The following table provides asset level detail for our senior and mezzanine loans and preferred equity as of June September 30, 2026 (dollars in thousands):
4 unchanged paragraphs
Loan 9 Senior 7/15/2021 Jersey City, NJ 41,886 41,779 Floating 3.1% 6.8% 8/9/2026 66% 3
Loan 18 Senior 1/12/2022 Los Angeles, CA 36,550 36,550 Floating 3.4% 7.0% 2/9/2027 65% 3
Loan 19 Senior 5/15/2026 Las Vegas, NV 34,909 35,250 Floating 2.4% 6.5% 6/9/2031 61% 3
Loan 20 Senior 5/21/2026 Tucson, AZ 33,782 34,177 Floating 2.5% 6.6% 6/9/2031 70% 3
Loan 21 Senior 7/29/2021 Phoenix, AZ $ 33,325 $ 33,325 Floating 3.4% 7.0% 8/9/2026 75% 3
Loan 1 Senior 12/12/2025 Los Angeles, CA $ 70,200 70,262 $ 70,800 Floating 2.4% 6.3% 6.6% 1/9/2031 76% 3
Loan 2 Senior 5/17/2022 Las Vegas, NV 56,643 54,865 56,855 54,867 Floating 2.0% 5.7% 5.9% 6/9/2027 74% 4
Loan 3 Senior 8/28/2026 Torrance, CA 53,836 54,400 Floating 2.3% 6.5% 9/9/2031 75% 3
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and 439 more changes in the filing
Market risk 5 changes
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We have utilized, and in the future may utilize, a variety of financial instruments on some of our investments, including interest rate swaps, caps, floors and other interest rate exchange contracts, in order to limit the effects of fluctuations in interest rates on our operations. The use of these types of derivatives to hedge interest-earning assets and/or interest-bearing liabilities carries certain risks, including the risk that losses on a hedge position will reduce the funds available for distribution and that such losses may exceed the amount invested in such instruments. A hedge may not perform its intended purpose of offsetting losses of rising interest rates. Moreover, with respect to certain of the instruments used as hedges, there is exposure to the risk that the counterparties may cease making markets and quoting prices in such instruments, which may inhibit the ability to enter into an offsetting transaction with respect to an open position. Our profitability may be adversely affected during any period as a result of changing interest rates. At June September 30, 2026, we held no derivative instruments.
As of June September 30, 2026, a hypothetical 100 basis point increase or decrease in the applicable interest rate benchmark on our loan portfolio would increase interest income by $6.7 million or decrease interest income by $0.2 $4.3 million annually, net of interest expense.
See Refer to the Factors Impacting Our Operating Results section in Item 2. Management s Discussion and Analysis of Financial Condition and Results of Operations for further discussion on interest rates.
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Our Master Repurchase Facilities are partial recourse, and margin call provisions do not permit valuation adjustments based on capital markets events; rather they are limited to collateral-specific credit marks generally determined on a commercially reasonable basis. For the six nine months ended June September 30, 2026, and through July 28, October 27, 2026, we have not received any margin calls under our Master Repurchase Facilities.
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We had no foreign exchange contracts in place at June September 30, 2026. The maturity dates of the prior instruments approximated the projected dates of related cash flows for specific investments. Termination or maturity of currency hedging instruments may have resulted in an obligation for payment to or from the counterparty to the hedging agreement. We were exposed to credit loss in the event of non-performance by counterparties for these contracts. To manage this risk, we selected major international banks and financial institutions as counterparties and performed a quarterly review of the financial health and stability of our trading counterparties. No counterparty defaulted on its obligations when we held foreign exchange contracts.
Controls and procedures 1 change
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As required by Rule 13a-15(b) under the Exchange Act, our management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of June September 30, 2026, our disclosure controls and procedures were effective at providing reasonable assurance regarding the reliability of the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.
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Unregistered sales of stock 11 changes
There were no sales of unregistered securities of our Company during the six nine months ended June September 30, 2026.
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The following table summarizes the repurchase of common stock for the three months ended June September 30, 2026 (in thousands, except per share data):
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April 1 - 30, 2026 $ $
June 1 - 30, 2026 (2)
Total 3,576 $ 5.47 3,576 $ 30,453
July 1 - 31, 2026 (2)
August 1 - 31, 2026 (3)
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Exhibits 6 changes
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Unchanged: Unregistered Sales of Equity and Use of Proceeds, Note 1: Business and Organization, Note 2: Summary of Significant Accounting Policies, Legal proceedings, Risk factors, Defaults on senior securities, Mine Safety Disclosures, Other information
Compared by code from the two filings' text and XBRL. Not advice.
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