BrightSpire Capital, Inc. - Quarter Report: 2025 June (Form 10-Q)

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The accompanying notes are an integral part of these consolidated financial statements.

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multifamily properties’ economic performance and the obligation to absorb losses or the right to receive benefits of the VIEs that could be significant to the VIEs. The Company consolidated the assets and liabilities of the VIEs as well as the operations of the properties and are included in real estate, net on its consolidated balance sheets. The consolidation did not result in a gain or loss. The loans and preferred equity investments for the Arlington, Texas and Mesa, Arizona are eliminated in consolidation. See Note 3, “Loans and Preferred Equity Held for Investment, net” and Note 4, “Real Estate, net and Real Estate Held for Sale” for further information.

Consolidated VIEs include securitization bonds payable, net, the Arlington, Texas multifamily loan, the Mesa, Arizona multifamily loan and certain operating real estate properties that have noncontrolling interests. At June 30, 2025 and December 31, 2024, the noncontrolling interests in the operating real estate properties, excluding the Arlington, Texas and Mesa, Arizona multifamily loans, represent third party joint venture partners with ownership ranging from % to %. These noncontrolling interests do not have substantive kick-out nor participating rights. The Arlington, Texas and Mesa, Arizona are multifamily loans in which we also hold preferred equity interests.

Unconsolidated VIEs

As of June 30, 2025, the Company held an interest in unconsolidated VIEs relating to preferred equity investments. The preferred equity investments were funded in relation to senior loans that were originated prior to the second quarter of 2025, all with the same sponsor. The preferred equity investments are cross-collateralized and earn a % fixed preferred return. The Company does not hold any upside above the % return. If there is a shortfall upon resolution of any of the preferred equity investments, the Company will receive proceeds from the resolution of the other remaining preferred equity investments. The Company has determined that it is not the primary beneficiary of the VIEs as it does not have power over decisions that most significantly affect the VIEs and therefore has not consolidated these VIEs. The Company accounts for these investments as debt investments due to the fixed rate of % and the mandatory redemption feature within the preferred equity investment agreements. The mandatory redemption date for each preferred equity investment is the same as the maturity date for each of the corresponding senior loans. The maximum exposure to loss is the unpaid principal balance of the senior loans and preferred equity investments, which was $ million at June 30, 2025. These investments are included in loans and preferred equity held for investment, net on the Company’s consolidated balance sheets.

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to yearsBuilding leasehold interestsLesser of remaining term of the lease or remaining life of the buildingBuilding improvementsLesser of the useful life or remaining life of the buildingLand improvements

to years

Tenant improvementsLesser of the useful life or remaining term of the leaseFurniture, fixtures and equipment

to years

Impairment—The Company evaluates its real estate held for investment for impairment periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company evaluates real estate for impairment on an individual property basis. If an impairment indicator exists, the Company evaluates the undiscounted future net cash flows that are expected to be generated by the property, including any estimated proceeds from the eventual disposition of the property. If multiple outcomes are under consideration, the Company may apply a probability-weighted approach to the impairment analysis. Another key consideration in this assessment is the Company’s assumptions about the highest and best use of its real estate investments and its intent and ability to hold them for a reasonable period that would allow for the recovery of their carrying values. If such assumptions change and the Company shortens its expected hold period, this may result in the recognition of impairment losses. Based upon the analysis, if the carrying value of a property exceeds its undiscounted future

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property as held for sale. At December 31, 2024, the Company classified property as held for sale. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” and Note 12, “Fair Value” for further detail.

Foreclosed Properties

The Company receives foreclosed properties in full or partial settlement of loans held for investment by taking legal title or physical possession of the properties. Foreclosed properties are generally recognized at the time the real estate is received at foreclosure sale or upon execution of a deed-in-lieu of foreclosure. Foreclosed properties are initially measured at fair value. If the fair value of the property is lower than the carrying value of the loan, the difference is recognized as CECL reserves and the cumulative reserve on the loan is charged off. Fair value of foreclosed properties is generally based on a discounted cash flow, third party appraisals, broker price opinions, comparable sales, direct capitalization method or a combination thereof.

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For the three months ended June 30, 2025 and 2024, the Company recorded an income tax benefit of $ million and expense of $ million, respectively. For the six months ended June 30, 2025 and 2024, the Company recorded income tax benefit of $ million and expense of $ million, respectively. The income tax benefit for the three and six months ended June 30, 2025 includes a benefit of $ 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 and Real Estate Held for Sale” for further information. For the six months ended June 30, 2025, the Company paid $ million in cash for income taxes.

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See Note 3, “Loans and Preferred Equity Held for Investment, net” for further detail.

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$ %$ $ %

Securitized loans(4)

% %

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(1)Current period gross write-offs exclude all transfers to real estate, net.

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million and $ million at June 30, 2025 and December 31, 2024, respectively. Refer to Note 13, “Commitments and Contingencies” for further details. The Company recorded $ million and $ million for allowance for lending commitments in accrued and other liabilities on its consolidated balance sheets in accordance with CECL at June 30, 2025 and December 31, 2024, respectively. See Note 2, “Summary of Significant Accounting Policies” for further details.

$ Buildings, building leaseholds, and improvements Tenant improvements

)

$ Tax receivable and deferred tax assets Prepaid expenses and other Deferred financing costs, net - credit facilities Investments in unconsolidated ventures at fair value Total$ $

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$ Operating lease liability Prepaid rent and unearned revenue Interest payable Tenant security deposits Unfunded CECL loan allowance Current and deferred tax liability Total$ $

Investments in Unconsolidated Ventures at Fair Value

Private Funds

The Company elected the fair value option to account for its indirect interests in real estate through real estate private equity funds (“PE Investments”), which interests ranged from % to % as of June 30, 2025 and December 31, 2024. The Company records equity in earnings for these investments based on a change in fair value of its share of projected future cash flows.

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%$ $ $ $

BRSP 2021-FL1(3)

Non-recourseAug-38

SOFR + %

Subtotal securitization bonds payable, net Mortgage and other notes payable, netNet lease 1Non-recourseSep-33%

Net lease 2(4)

Non-recourse

(4)

()

Net lease 3Non-recourseAug-26% Net lease 4Non-recourseOct-27%

Net lease 5(5)

Non-recourseNov-26%

Net lease 5(6)

Non-recourseMar-28% Net lease 6Non-recourseNov-26% Net lease 8Non-recourseNov-26% Other real estate 1Non-recourse

Dec-28(7)

% Other real estate 2Non-recourse

Jan-25(8)

Loan 1(9)

Non-recourse

Jul-25(9)

Subtotal mortgage and other notes payable, net Bank credit facilityBank credit facility$ Recourse

Jan-27 (10)

SOFR + %

Subtotal bank credit facility Master repurchase facilitiesBank 1

Limited Recourse(11)

Apr-27

SOFR + %

(12) Bank 2

Limited Recourse(11)

Apr-30(13)

SOFR + %

(12) Bank 3

Limited Recourse(14)

June-30(15)

SOFR + %

(12) Bank 4

Limited Recourse(11)

Nov-29(16)

SOFR + %

(12) Subtotal master repurchase facilities$ Subtotal credit facilities Total$ $ $ $

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(1)Subject to customary non-recourse carveouts.

(2)Difference between principal amount and carrying value of securitization bonds payable, net and mortgage and other notes payable, net is attributable to deferred financing costs, net and premium/discount on mortgage notes payable.

(3)The Company, through indirect Cayman subsidiaries, securitized commercial mortgage loans originated by the Company. Senior notes issued by the securitization trusts were generally sold to third parties and subordinated notes retained by the Company. These securitizations are accounted for as secured financing with the underlying mortgage loans pledged as collateral. Principal payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities on the notes. Underlying collateral loans have initial terms of two to .

(4)During the second quarter of 2025, the mortgage note payable balance collateralized by Net lease 2 was deconsolidated from the Company’s consolidated balance sheet. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” for further discussion.

(5)Payment terms are periodic payment of principal and interest for debt on properties and periodic payment of interest only with principal at maturity (except for principal repayments to release collateral properties disposed) for debt on property.

(6)Represents a mortgage note collateralized by properties. In April 2025, the contractual interest rate on Net lease 5 was modified to %.

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extension available, subject to satisfaction of certain customary conditions set forth in the governing documents.

(8)The mortgage payable collateralized by Other real estate 2 is in maturity default as of January 2025. Subsequent to June 30, 2025, the mortgage note payable was deconsolidated from the Company’s consolidated balance sheet in the third quarter of 2025. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” for further discussion.

(9)The current maturity date of the note payable is July 2025, with no extension options remaining, Subsequent to June 30, 2025, the Company acquired legal title to the multifamily construction/development project collateralizing the note payable through a deed-in-lieu of foreclosure. Additionally, the Company refinanced the note payable, with a two-year initial term plus extension option. The principal balance and spread of the note payable did not change. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” for further discussion.

(10)On January 28, 2022, the Company, through its subsidiaries, including the OP, entered into an Amended and Restated Credit Agreement. Refer to “Bank Credit Facility” within this note for more details.

(11)Recourse solely with respect to % of the financed amount.

(12)Represents the weighted average spread as of June 30, 2025. The contractual interest rate depends upon asset type and characteristics and ranges from SOFR plus % to %.

(13)The current maturity date is April 2028, with extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.

(14)Recourse is either % or % depending on loan metrics.

(15)The current maturity date is June 2028, with extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.

extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.

During the six months ended June 30, 2025, the Company paid $ million in cash for interest.

Future Minimum Principal Payments

$ $ $ 2026 2027 2028 2029 2030 and thereafter Total$ $ $ $

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(1)Mortgage and other notes payable, net includes Other real estate 2, which is in maturity default as of January 2025. Subsequent to June 30, 2025, the mortgage note payable was deconsolidated from the Company’s consolidated balance sheet in the third quarter of 2025.

Bank Credit Facility

The Company uses bank credit facilities (including term loans and revolving facilities) to finance the business. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit facilities typically have maturities ranging from one to and may accrue interest at either fixed or floating rates.

On January 28, 2022, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $ million, of which up to $ million is available as letters of credit. Loans under the Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and Swiss francs. The Credit Agreement amended and restated the OP’s prior $ million revolving credit facility that would have matured on February 1, 2022.

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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 Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) an adjusted SOFR rate plus a margin of %, or (y) a base rate equal to the highest of (i) the Wall Street Journal’s prime rate, (ii) the federal funds rate plus % and (iii) the adjusted SOFR rate plus %, plus a margin of %. An unused commitment fee at a rate of % or %, per annum, depending on the amount of facility utilization, applies to un-utilized borrowing capacity under the Credit Agreement. Amounts owed under the 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 SOFR rate election is in effect.

The maximum amount available for borrowing at any time under the 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, 2025, the borrowing base valuation is sufficient to permit borrowings of up to the entire $ million. If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation will be reduced by % until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Credit Agreement terminates on January 31, 2026, at which time the OP may, at its election and by written notice to the Administrative Agent, extend the termination date for additional terms of each, subject to the terms and conditions in the Credit Agreement, resulting in a latest termination date of January 31, 2027.

The obligations of the Borrowers under the 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 in which the proceeds of investment asset distributions are maintained.

The 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, and limitations on debt, liens and restricted payments. In addition, the 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) $ and (ii) % of the net cash proceeds received by the OP from any offering of its common equity after September 30, 2021 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 () days of receipt and applied to acquire capital stock of the OP; (b) the OP’s ratio of EBITDA plus lease expenses to fixed charges for any period of four consecutive fiscal quarters to be not less than to 1.00; (c) the OP’s minimum interest coverage ratio to be not less than to 1.00; and (d) the OP’s ratio of consolidated total debt to consolidated total assets to be not more than to 1.00. The 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, 2025, the Company was in compliance with all of its financial covenants under the 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.

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billion carrying value of CRE debt investments financed with $ million of securitization bonds payable, net. As of December 31, 2024, the Company had $ billion carrying value of CRE debt investments financed with $ billion of securitization bonds payable, net.

BRSP 2021-FL1

In July 2021, the Company executed a securitization transaction through wholly-owned subsidiaries, BRSP 2021-FL1, Ltd. and BRSP 2021-FL1, LLC (collectively, “BRSP 2021-FL1”), which resulted in the sale of $ million of investment grade notes.

BRSP 2021-FL1 included a reinvestment feature that allowed the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for BRSP 2021-FL1 expired on July 20, 2023. During the six months ended June 30, 2025, loans held in BRSP 2021-FL1 were fully repaid, totaling $ million, and loans were partially repaid totaling $ million. The proceeds from the repayments were used to amortize the securitization bonds in accordance with the securitization priority of repayments. At June 30, 2025, the Company had $ million of unpaid principal balance of CRE debt investments financed with BRSP 2021-FL1. As of June 30, 2025, the securitization reflects an advance rate of % at a weighted average cost of funds of Term SOFR plus % (before transaction costs), and is collateralized by a pool of senior loan investments.

Additionally, BRSP 2021-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. The Company did not fail any note protection tests during the six months ended June 30, 2025 and June 30, 2024. While the Company continues to closely monitor all loan investments contributed to BRSP 2021-FL1, a deterioration in the performance of an underlying loan could negatively impact its liquidity position.

BRSP 2024-FL2

In August 2024, the Company executed a $ million securitization transaction through wholly-owned subsidiaries, BRSP 2024-FL2, Ltd. and BRSP 2024-FL2, LLC (collectively, “BRSP 2024-FL2”), which resulted in the sale of $ million of investment grade notes (the “2024-FL2 Notes”).

BRSP 2024-FL2 included a six-month ramp-up acquisition period that allowed the Company to contribute existing or newly originated loan investments in exchange for $ million in unused proceeds held in BRSP 2024-FL2, subject to the satisfaction of certain conditions set forth in the indenture. BRSP 2024-FL2 also includes a reinvestment feature that allows the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments of loans held in BRSP 2024-FL2, subject to the satisfaction of certain conditions set forth in the indenture. As of June 30, 2025, the securitization reflects an advance rate of % at a weighted average cost of funds of Term SOFR plus % (before transaction costs), and is collateralized by a pool of senior loan investments. During the six months ended June 30, 2025, the Company contributed existing or newly originated loan investments totaling $ million, in exchange for a combination of reinvestment and unused proceeds. At June 30, 2025, the unused proceeds have been fully utilized and the Company had $ million of unpaid principal balance of CRE debt investments financed with BRSP 2024-FL2.

Additionally, BRSP 2024-FL2 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. The Company did not fail any note protection tests during the six months ended June 30, 2025. While the Company continues to closely monitor all loan investments contributed to BRSP 2024-FL2, a deterioration in the performance of an underlying loan could negatively impact its liquidity position.

Master Repurchase Facilities

As of June 30, 2025, the Company, through subsidiaries, had entered into repurchase agreements with multiple global financial institutions to provide an aggregate principal amount of up to $ billion to finance the origination of first mortgage loans and senior loan participations secured by senior loan investments (each, a “Master Repurchase Facility” and collectively, the “Master Repurchase Facilities”). The Company agreed to guarantee certain obligations under the Master Repurchase Facilities, which contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of this type. The Master Repurchase Facilities act as revolving loan facilities that can be paid down

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billion carrying value of CRE debt investments financed with $ million under the Master Repurchase Facilities. As of December 31, 2024, the Company had $ billion carrying value of CRE debt investments financed with $ million under the Master Repurchase Facilities.

As of June 30, 2025 and December 31, 2024, the Company had counterparty, Bank 1, with net exposure (collateral that exceeded amounts borrowed) totaling more than 10% of the Company’s total equity. As of June 30, 2025 and December 31, 2024, the Company’s net exposure to Bank 1 was $ million and $ million, respectively.

related party transactions as of and for the six months ended June 30, 2025 and 2024.

million shares (subject to adjustment pursuant to the terms of the 2022 Plan) and extending the termination date to May 4, 2032. Awards may be granted under the 2022 Plan to (x) any employee, officer, director, consultant or advisor (who is a natural person) providing services to the Company, or its affiliates and (y) any other individual whose participation in the 2022 Plan is determined to be in the best interests of the Company. The following types of awards may be made under the 2022 Plan, subject to the limitations set forth in the plan: (i) stock options (which may be either incentive stock options or non-qualified stock options); (ii) stock appreciation rights; (iii) restricted stock awards; (iv) stock units; (v) unrestricted stock awards; (vi) dividend equivalent rights; (vii) performance awards; (viii) annual cash incentive awards; (ix) long-term incentive units; and (x) other equity-based awards.

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 annual installments following the grant date.

On May 5, 2022, the Company granted shares of Class A common stock to certain of its employees, including executive officers. The remaining one-third increment of such share grant vested on March 15, 2025. On March 6, 2023, the Company granted shares of Class A common stock to certain of its employees, including executive officers. The remaining one-third increment of such share grant will vest on March 15, 2026. On March 15, 2024, the Company granted shares of Class A common stock to certain of its employees, including executive officers. Remaining one-third increments of such share grant will vest on March 15, 2026 and March 15, 2027.

On May 17, 2023, the Company granted shares of Class A common stock to the non-employee directors of the Company which vested on May 17, 2024. On May 17, 2024, the Company granted shares of Class A common stock to the non-employee directors of the Company which vested on May 17, 2025.

On March 17, 2025, the Company granted shares of Class A common stock to certain of its employees, including executive officers. The shares vest in one-third increments on March 15, 2026, March 15, 2027 and March 15, 2028. Additionally, on March 17, 2025 the Company granted shares of Class A common stock to its executive officers. Such share grant vested immediately.

On May 19, 2025, the Company granted shares of Class A common stock to the non-employee directors of the Company which vest on May 19, 2026.

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million and $ million within compensation and benefits in the consolidated statements of operations for the three and six months ended June 30, 2025, respectively. In connection with the share grants, the Company recognized share-based compensation expense of $ million and $ million within compensation and benefits in the consolidated statement of operations for the three and six months ended June 30, 2024, respectively.

Restricted Stock—Restricted stock awards relating to the Company’s Class A common stock are granted to non-employee directors of the Company and generally vest within . Restricted stock awards are granted to certain employees of the Company, with a service condition only and are generally subject to annual time-based vesting in equal tranches over a period. Restricted stock is entitled to dividends declared and paid on the Company’s Class A common stock and such dividends are not forfeitable prior to vesting of the award. Restricted stock awards are valued based on the Company’s Class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite service period.

Performance Stock Units (“PSU”)—PSUs are granted to certain employees of the Company and are subject to both a service condition and a performance condition. Following the end of the measurement period for the PSUs, the recipients of PSUs may be eligible to vest in all or a portion of PSUs granted, and be issued a number of shares of the Company’s Class A common stock, ranging from % to % of the number of PSUs granted and eligible to vest, to be determined based upon the Company’s total shareholder return relative to certain peer group companies at the end of a measurement period for the 2023 PSU grant (the “2023 Grant”), the 2024 PSU grant (the “2024 Grant”) and the 2025 PSU grant (the “2025 Grant”). PSUs also contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period.

% % %

Risk free rate(2)

% % %

Expected dividend yield(3)

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(1)Based upon the Company’s historical stock volatility.

(2)Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date.

(3)Based upon award holders being entitled to dividends paid during the measurement period on any shares earned.

Fair value of PSU awards, excluding dividend equivalent rights, is generally recognized on a straight-line basis over their measurement period as compensation expense, except when certain performance metrics are achieved.

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$ $ Granted Vested() () Unvested shares at March 31, 2024 Granted Vested() () Forfeited() () Unvested shares at June 30, 2024 Unvested shares at December 31, 2024 $ $ Granted Vested () () Unvested shares at March 31, 2025 Granted Vested() () Unvested shares at June 30, 2025

Fair value of equity awards that vested during the six months ended June 30, 2025 and June 30, 2024, determined based on their respective fair values at vesting date, was $ million and $ million, respectively. Fair value of granted awards is determined based on the closing price of the Class A common stock on the date of vesting of the awards. Equity-based compensation is classified within compensation and benefits in the consolidated statement of operations.

million, which is expected to be recognized over a weighted-average period of years.

10.

billion shares of stock, at $ par value per share, consisting of million shares of Class A common stock and million shares of preferred stock.

The Company had shares of preferred stock issued and outstanding as of June 30, 2025 and December 31, 2024.

Dividends

June 16, 2025June 30, 2025July 14, 2025$March 15, 2024March 29, 2024April 15, 2024$June 17, 2024June 28, 2024July 15, 2024$ )) $ $ ()() $()$()

11.

million and $ million for the three and six months ended June 30, 2025, respectively. Net loss attributable to noncontrolling interests in the investment entities was $ million and $ million for the three and six months ended June 30, 2024, respectively.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

12.

$ $ $ $ $ $ $ )

As of June 30, 2025 and December 31, 2024, the Company elected to apply the fair value option for its PE Investments and the key unobservable inputs used in the analysis included discount rates with a range of % to %.

Fair Value of Financial Instruments

In addition to the above disclosures regarding financial assets or liabilities which are recorded at fair value, GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value.

$ $ $ $ $

Financial liabilities:(1)

Securitization bonds payable, net$ $ $ $ $ $ Mortgage and other notes payable, net Master repurchase facilities

_________________________________________

(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 $ million and $ million as of June 30, 2025 and December 31, 2024, respectively.

(3)Carry value excludes CECL reserves of $ million and $ million as of June 30, 2025 and December 31, 2024, respectively.

Disclosure about fair value of financial instruments is based on pertinent information available to management as of June 30, 2025. 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.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

million related to hotel loan that was acquired through foreclosure in the second quarter of 2025. The specific CECL reserves on the hotel loan were based on the estimated fair value of the collateral using a discounted cash flow model and Level 3 inputs, which included a capitalization rate of % and a discount rate of %. The Company also recorded specific CECL reserves of $ million related to multifamily development loan that was acquired through a deed-in-lieu of foreclosure subsequent to June 30, 2025. The specific CECL reserves on the multifamily construction/development loan were based on the estimated fair value of the collateral using recent sales comparisons and Level 3 inputs, which included assuming a sales price per unit ranging from $ to $. Both specific CECL reserves were charged off during the second quarter of 2025. The Company elected to apply the practical expedient, afforded to the Company under ASC 326, to use the fair value of the collateral to determine the specific CECL reserves.

During the first quarter of 2025, the Company recorded a $ million specific CECL reserve related to multifamily loan that was subsequently charged off during the quarter following repayment of the loan. The specific CECL reserve was based on the proceeds the Company received from the repayment of the loan during the first quarter of 2025.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

office loans, multifamily loan and industrial loan that are determined to be collateral dependent as of June 30, 2025. The Company estimated expected losses based on the loans’ collateral value, which were determined either by applying a capitalization rate between % and %, discount rate between % and %, sales comparisons using a price per square foot of $, or by the expected proceeds from the sale of the underlying collateral.

Impairment of Operating Real Estate

During the second quarter of 2025, the Company recorded $ million of impairment related to office properties. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” for further discussion.

Prior Year Nonrecurring Fair Values

During the year ended December 31, 2024, the Company recorded specific CECL reserves of $ million related to multifamily loans, office loans and development mezzanine loan based on the proceeds received from the repayment of the loans. Following repayment of of the office loans, the Company recognized a specific CECL reversal of $ million after receiving higher than expected proceeds. The Company also recorded specific CECL reserves of $ million related to multifamily loan that was acquired through a foreclosure in the fourth quarter of 2024. The Company elected to apply the practical expedient, afforded to the Company under ASC 326, to use the fair value of the collateral to determine the specific CECL reserve. The specific CECL reserves on the multifamily loan was based on the estimated fair value of the collateral using a discounted cash flow model and Level 3 inputs, which included a capitalization rate of % and discount rate of %. All specific CECL reserves recorded during the year ended December 31, 2024 were charged off.

Additionally, the Company recorded general CECL reserves on office loans, hotel loan and multifamily loan that it determined to be collateral dependent as of December 31, 2024. The Company estimated expected losses based on the loan’s collateral value, which was determined either by applying a capitalization rate between % and % and a discount rate between % and %, or by the expected proceeds from the sale of the underlying collateral.

During the year ended December 31, 2024, the Company recorded $ million of impairment related to office properties. The impairment was due to a reduction in the current expected holding period of the properties. The estimated fair value of the collateral was determined by using a discounted cash flow model and Level 3 inputs, which included capitalization rates ranging from % to %, discount rates ranging from % to % and a weighted average capitalization rate of % based on carrying value. The Company also recorded $ million of impairment related to office property held for sale. The impairment was due to a reduction in the expected holding period as well as the proceeds expected from the sale of the property. The Company sold the office property during the first quarter of 2025. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” for further discussion.

13.

million for senior loans, $ million for mezzanine loans and $ million for preferred equity. At December 31, 2024, total unfunded lending commitments for loans held for investment were $ million for senior loans and $ million for mezzanine loans.

Ground Lease Obligation

The Company’s operating leases include ground leases acquired with real estate.

At June 30, 2025 and December 31, 2024, the weighted average remaining lease term was years and years for ground leases, respectively.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

$ $ $ Variable lease expense $ $ $ $

The operating lease liability for ground leases was determined using a weighted average discount rate of %.

2026 2027 2028 2029 2030 and thereafter Total lease payments Less: Present value discount Operating lease liability (Note 6)$

For these ground leases, the Company has elected the practical expedient to combine lease and related nonlease components as a single lease component.

Office Lease

At June 30, 2025 and December 31, 2024, the weighted average remaining lease term was years and years for office leases, respectively. The office leases are located in New York, New York and Los Angeles, California.

$ $ $ Variable lease expense $ $ $ $

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

million for the three months ended June 30, 2025 and June 30, 2024, respectively, and $ million for the six months ended June 30, 2025 and June 30, 2024, respectively.

The operating lease liability for the office leases was determined using a weighted average discount rate of %.

2026 2027 2028 2029 2030 and thereafter Total lease payments Less: Present value discount Operating lease liability (Note 6)$

For these office leases, the Company has elected the practical expedient to combine lease and related nonlease components as a single lease component.

Litigation and Claims

The Company may be involved in litigation and claims in the ordinary course of the business. As of June 30, 2025, the Company was not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position, or liquidity.

14.

operating and reportable segments described below and is how management views the business activities of the Company.

•Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior and mezzanine loans, and preferred equity interests as well as participations in such loans.

•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 investments with direct ownership in commercial real estate, with an emphasis on properties with stable cash flow, and additional properties that the Company acquired through foreclosure or deed-in-lieu of foreclosure and properties that the Company consolidates as the primary beneficiary.

•Corporate and Other—includes corporate-level asset management and other fees including expenses related to the Company’s secured revolving credit facility (the “Bank Credit Facility”) and compensation and benefits. It also includes a sub-portfolio of private equity funds.

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) 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 and multi-tenant office 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.

Table of Contents

BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

$ $ $ Interest expense()()()()Property and other income Property operating expense () ()Transaction, investment and servicing expense()()()()Interest expense on real estate () ()Depreciation and amortization ()()()Increase of current expected credit loss reserve() ()Impairment of operating real estate () ()Compensation and benefits ()()Operating expense()()()()Other gain (loss), net () ()Income (loss) before income taxes ()()()) )))) ) ()()))()())()$()$()

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

$ $ $ Interest expense()()()()Property and other income Property operating expense () ()Transaction, investment and servicing expense()()()()Interest expense on real estate () ()Depreciation and amortization ()()()Increase of current expected credit loss reserve() ()Impairment of operating real estate () ()Compensation and benefits ()()Operating expense ()()()Other gain (loss), net () ()Income (loss) before income taxes ()()()Income tax benefit (expense)() Net income (loss)$ $()$()$()

Senior and Mezzanine Loans and Preferred Equity

Net Leased and Other Real Estate

Corporate and Other

Total

Six Months Ended June 30, 2024

Interest income

Interest expense

()

Property and other income

Property operating expense

()

Transaction, investment and servicing expense

()

Interest expense on real estate

()

Depreciation and amortization

()

Increase of current expected credit loss reserve

()

Impairment of operating real estate

()

Compensation and benefits

()

Operating expense

()

Other gain, net

Loss before income taxes

()

_________________________________________

(1)Includes PE Investments totaling $ million as of June 30, 2025 and December 31, 2024, and cash, unallocated receivables and deferred costs and other assets, net.

Geography

Geography is generally defined as the location in which the income producing assets reside or the location in which income generating services are performed. Geography information on total income includes equity in earnings of unconsolidated ventures.

$ $ $ Norway

Total(1)

$ $ $ $

$ Norway

Total(2)

$ $

_________________________________________

(1)Includes interest income and property and other income.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

15.

)$()$()$()Net income (loss) attributable to noncontrolling interests:Investment Entities Net loss attributable to BrightSpire Capital, Inc. common stockholders$()$()$()$()Numerator:Dividends allocated to participating securities (non-vested shares)$()$()$()$()Net loss attributable to common stockholders$()$()$()$()Denominator:

Weighted average shares outstanding - basic(1)

Weighted average shares outstanding - diluted(2)

Net loss per common share - basic$()$()$()$()Net loss per common share - diluted$()$()$()$()

194,158 — — 194,158 8.1 %$2,338,073 $47,379 $6,963 $2,392,415 100.0 %

_________________________________________

(1)Carrying value at our share represents the proportionate carrying value based on ownership by asset as of June 30, 2025.

Table of Contents

The following table provides asset level detail for our senior and mezzanine loans as of June 30, 2025 (dollars in thousands):


	Loan Type	Origination Date	City, State	Carrying value(1)		Principal balance		Coupon type	Cash Coupon(2)	Unlevered all-in yield(3)	Extended maturity date	Loan-to-value(4)	Q2 Risk ranking(5)

Multifamily
Loan 1	Senior	4/8/2025	Oxnard, CA	$	69,424	$	70,000	Floating	2.3%	7.6%	4/9/2029	68%	3
Loan 2	Senior	5/17/2022	Las Vegas, NV	55,780		54,866		Floating	2.0%	6.3%	6/9/2027	74%	3
Loan 3	Senior	3/8/2022	Austin, TX	50,424		50,324		Floating	3.3%	7.6%	3/9/2027	75%	4
Loan 4	Senior	7/19/2021	Dallas, TX	50,333		50,200		Floating	3.4%	7.7%	8/9/2026	74%	3
Loan 5	Senior	5/26/2021	Las Vegas, NV	48,037		47,618		Floating	2.5%	8.5%	6/9/2026	70%	3
Loan 6	Senior	7/15/2021	Jersey City, NJ	41,886		41,779		Floating	3.1%	7.4%	8/9/2026	66%	3
Loan 7	Senior	3/31/2022	Louisville, KY	41,179		41,095		Floating	2.8%	7.1%	4/9/2027	70%	3
Loan 8	Senior	7/15/2021	Dallas, TX	40,338		40,338		Floating	3.2%	7.5%	8/9/2026	77%	3
Loan 9	Senior	3/31/2022	Long Beach, CA	39,976		39,976		Floating	3.4%	7.7%	4/9/2027	80%	3
Loan 10(6)(7)	Senior	6/18/2019	Santa Clara, CA	39,250		39,250		n/a(7)	n/a(7)	n/a(7)	7/9/2025	69%	5
Subtotal top 10 multifamily				$	476,627	$	475,446	20% of total loans

Loan 11	Senior	7/12/2022	Irving, TX	$	38,379	$	38,379	Floating	3.6%	7.9%	8/9/2027	75%	3
Loan 12	Senior	12/21/2020	Austin, TX	37,000		37,000		Floating	3.2%	7.5%	1/9/2026	54%	3
Loan 13	Senior	1/18/2022	Dallas, TX	36,657		36,564		Floating	3.5%	7.8%	2/9/2027	75%	3
Loan 14	Senior	1/12/2022	Los Angeles, CA	36,361		36,361		Floating	3.4%	7.7%	2/9/2027	76%	3
Loan 15	Senior	7/29/2021	Phoenix, AZ	33,325		33,325		Floating	3.4%	7.7%	8/9/2026	73%	3
Loan 16	Senior	2/20/2025	Las Vegas, NV	32,719		33,000		Floating	3.4%	8.3%	3/9/2030	59%	3
Loan 17	Mezzanine	2/8/2022	Las Vegas, NV	32,687		32,687		Fixed	7.0%	12.0%	2/8/2027	57%-82%	3
Loan 18	Senior	4/29/2021	Las Vegas, NV	30,898		30,896		Floating	3.2%	7.5%	5/9/2026	76%	3
Loan 19	Senior	2/17/2022	Long Beach, CA	30,383		30,383		Floating	3.4%	7.7%	3/9/2027	71%	3
Loan 20	Senior	4/15/2022	Mesa, AZ	30,160		30,160		Floating	3.4%	7.7%	5/9/2027	75%	3
Subtotal top 20 multifamily				$	815,196	$	814,201	34% of total loans

Table of Contents


	Loan Type	Origination Date	City, State	Carrying value(1)		Principal balance		Coupon type	Cash Coupon(2)	Unlevered all-in yield(3)	Extended maturity date	Loan-to-value(4)	Q2 Risk ranking(5)

Loan 21	Senior	2/13/2025	Las Vegas, NV	$	29,315	$	29,570	Floating	2.7%	7.5%	3/9/2030	70%	3
Loan 22	Senior	8/31/2021	Glendale, AZ	28,872		28,802		Floating	3.3%	7.6%	3/9/2027	85%	3
Loan 23	Senior	5/27/2021	Houston, TX	27,600		27,600		Floating	3.1%	7.4%	6/9/2026	66%	3
Loan 24	Senior	12/16/2021	Fort Mill, SC	27,366		27,366		Floating	3.3%	7.6%	1/9/2027	71%	3
Loan 25	Senior	12/21/2021	Phoenix, AZ	25,596		25,596		Floating	3.6%	7.9%	1/9/2027	75%	3
Loan 26	Senior	7/12/2022	Irving, TX	25,433		25,433		Floating	3.6%	7.9%	8/9/2027	72%	3
Loan 27	Senior	3/8/2022	Glendale, AZ	25,046		25,046		Floating	3.5%	7.8%	3/9/2027	73%	3
Loan 28	Senior	3/31/2022	Phoenix, AZ	23,867		23,847		Floating	3.7%	8.0%	4/9/2027	74%	3
Loan 29	Senior	11/4/2021	Austin, TX	23,463		23,429		Floating	3.4%	7.7%	11/9/2026	78%	3
Loan 30	Senior	2/25/2025	Denver, CO	23,087		23,087		Floating	3.3%	8.1%	3/9/2028	68%	3
Loan 31	Senior	1/10/2025	Lebanon, TN	22,364		22,500		Floating	3.4%	8.7%	2/9/2030	71%	3
Loan 32	Senior	6/22/2021	Phoenix, AZ	22,292		22,292		Floating	3.3%	7.6%	7/9/2026	71%	3
Loan 33	Senior	12/10/2024	Seattle, WA	21,453		21,637		Floating	2.8%	7.6%	1/9/2030	65%	3
Loan 34	Senior	7/1/2021	Aurora, CO	21,336		21,305		Floating	3.2%	7.6%	7/9/2026	73%	3
Loan 35	Senior	1/12/2022	Austin, TX	20,276		20,276		Floating	3.4%	7.7%	2/9/2027	76%	3
Loan 36	Senior	8/6/2021	La Mesa, CA	19,787		19,787		Floating	2.8%	7.1%	8/9/2028	72%	3
Loan 37	Senior	10/18/2024	Garland, TX	19,695		19,920		Floating	3.7%	8.3%	11/9/2029	70%	3
Loan 38	Senior	12/21/2021	Gresham, OR	19,469		19,469		Floating	2.8%	7.1%	7/9/2028	76%	3
Loan 39	Senior	9/1/2021	Bellevue, WA	19,308		19,308		Floating	3.0%	7.3%	9/9/2025	71%	3
Loan 40	Senior	5/5/2022	Charlotte, NC	18,500		18,500		Floating	3.5%	7.8%	5/9/2027	70%	3
Loan 41	Senior	4/29/2022	Tacoma, WA	18,441		18,441		Floating	3.0%	7.3%	5/9/2027	64%	3
Loan 42	Senior	7/14/2021	Salt Lake City, UT	18,362		18,315		Floating	2.8%	7.1%	8/9/2028	67%	3
Loan 43	Senior	6/25/2021	Phoenix, AZ	17,650		17,650		Floating	3.2%	7.6%	7/9/2026	75%	3
Loan 44	Senior	5/5/2025	Dallas, TX	13,607		13,750		Floating	2.9%	7.7%	5/9/2030	65%	3
Loan 45	Senior	11/22/2024	Garland, TX	12,266		12,399		Floating	3.5%	8.1%	12/9/2029	63%	3
Loan 46	Senior	3/8/2022	Glendale, AZ	11,664		11,664		Floating	3.5%	7.8%	3/9/2027	73%	3

Table of Contents


	Loan Type	Origination Date	City, State	Carrying value(1)		Principal balance		Coupon type	Cash Coupon(2)	Unlevered all-in yield(3)	Extended maturity date	Loan-to-value(4)	Q2 Risk ranking(5)

Loan 47	Preferred	5/9/2025	Mesa, AZ	1,747		1,772		Fixed	n/a(8)	15.0%	5/9/2027	n/a	3
Loan 48	Preferred	5/9/2025	Phoenix, AZ	1,592		1,612		Fixed	n/a(8)	15.0%	4/9/2027	n/a	3
Loan 49	Preferred	5/9/2025	Glendale, AZ	1,405		1,427		Fixed	n/a(8)	15.0%	3/9/2027	n/a	3
Loan 50	Preferred	5/9/2025	Phoenix, AZ	870		888		Fixed	n/a(8)	15.0%	8/9/2026	n/a	3
Loan 51	Preferred	5/9/2025	Phoenix, AZ	816		831		Fixed	n/a(8)	15.0%	8/9/2026	n/a	3
Loan 52	Preferred	5/9/2025	Phoenix, AZ	532		551		Fixed	n/a(8)	15.0%	1/9/2027	n/a	3
Total/Weighted average multifamily loans				$	1,378,273	$	1,378,271	58% of total loans	3.1%	7.6%	2.0 years		3.1

Office
Loan 53	Senior	1/19/2021	Phoenix, AZ	$	75,748	$	75,624	Floating	3.7%	8.5%	2/9/2026	72%	3
Loan 54	Senior	8/28/2018	San Jose, CA	74,071		74,071		Floating	2.6%	6.9%	8/28/2025	81%	3
Loan 55	Senior	2/13/2019	Baltimore, MD	58,606		58,606		Floating	3.6%	7.9%	2/9/2027	74%	3
Loan 56	Senior	11/23/2021	Tualatin, OR	45,078		42,875		Floating	1.5%	10.8%	12/9/2026	66%	4
Loan 57	Senior	9/28/2021	Reston, VA	41,513		40,542		Floating	2.1%	6.4%	10/9/2026	71%	4
Loan 58	Senior	11/17/2021	Dallas, TX	40,259		40,259		Floating	4.0%	8.3%	12/9/2025	61%	4
Loan 59	Senior	4/27/2022	Plano, TX	38,516		38,438		Floating	4.1%	8.4%	5/9/2027	68%	3
Loan 60	Senior	5/23/2022	Plano, TX	37,907		37,826		Floating	4.3%	8.6%	6/9/2027	60%	3
Loan 61	Senior	4/7/2022	San Jose, CA	32,406		32,406		Floating	4.2%	8.5%	4/9/2027	67%	3
Loan 62	Senior	4/30/2021	San Diego, CA	32,252		32,252		Floating	3.6%	7.9%	5/9/2026	57%	3
Subtotal top 10 office loans				$	476,356	$	472,899	20% of total loans

Loan 63	Senior	10/21/2021	Blue Bell, PA	29,330		29,330		Floating	3.8%	8.1%	4/9/2026	78%	3
Loan 64	Senior	3/31/2022	Blue Bell, PA	29,186		29,186		Floating	4.2%	8.5%	4/9/2026	80%	3
Loan 65	Senior	2/26/2019	Charlotte, NC	27,698		27,698		Floating	3.3%	7.6%	7/9/2025	72%	3
Loan 66	Senior	12/7/2018	Carlsbad, CA	26,819		26,440		Floating	3.9%	8.2%	12/9/2025	73%	3
Loan 67	Senior	7/30/2021	Denver, CO	23,300		23,300		Floating	4.4%	8.7%	8/9/2026	71%	3

Table of Contents


	Loan Type	Origination Date	City, State	Carrying value(1)		Principal balance		Coupon type	Cash Coupon(2)	Unlevered all-in yield(3)	Extended maturity date	Loan-to-value(4)	Q2 Risk ranking(5)

Loan 68	Senior	8/27/2019	San Francisco, CA	22,716		22,716		Floating	2.9%	7.3%	9/9/2025	84%	3
Loan 69	Senior	10/13/2021	Burbank, CA	18,216		18,216		Floating	4.0%	8.3%	11/9/2026	51%	3
Loan 70	Senior	10/29/2020	Denver, CO	18,103		18,103		Floating	3.7%	8.0%	11/9/2025	64%	3
Loan 71	Senior	11/16/2021	Charlotte, NC	15,538		15,538		Floating	4.5%	8.8%	12/9/2026	67%	3
Loan 72(9)	Mezzanine	2/13/2023	Baltimore, MD	14,692		14,692		Fixed	n/a(9)	n/a(9)	2/9/2027	74%-75%	3
Subtotal top 20 office loans				$	701,954	$	698,118	29% of total loans

Loan 73	Senior	11/10/2021	Richardson, TX	$	13,295	$	13,264	Floating	4.1%	8.4%	12/9/2026	68%	3
Total/Weighted average office loans				$	715,249	$	711,382	30% of total loans	3.4%	8.0%	1.0 years		3.2

Other (Mixed-use)
Loan 74	Senior	10/24/2019	Brooklyn, NY	$	79,308	$	79,308	Floating	4.2%	8.5%	11/9/2025	79%	3
Loan 75	Senior	1/13/2022	New York, NY	46,090		46,090		Floating	3.5%	7.8%	2/9/2027	76%	3
Loan 76	Senior	5/3/2022	Brooklyn, NY	28,923		28,923		Floating	4.4%	8.7%	5/9/2027	68%	3
Loan 77	Senior	4/3/2024	South Pasadena, CA	20,617		20,617		Fixed	15.0%	15.0%	2/9/2027	28%	3
Loan 78	Senior	8/31/2021	Los Angeles, CA	15,888		15,888		Floating	4.6%	8.9%	9/9/2026	58%	3
Total/Weighted average other (mixed-use) loans				$	190,826	$	190,826		5.2%	9.1%	1.1 years		3.0

Hotel
Loan 79	Senior	6/25/2018	Englewood, CO	$	72,183	$	72,000	Floating	3.5%	7.8%	9/9/2025	68%	3
Total/Weighted average hotel loans				$	72,183	$	72,000		3.5%	7.8%	0.2 years		3.0

Industrial
Loan 80	Senior	7/13/2022	Ontario, CA	$	24,290	$	24,290	Floating	3.3%	8.0%	8/9/2027	66%	4
Loan 81	Senior	3/21/2022	Commerce, CA	11,594		11,594		Floating	3.3%	7.6%	4/9/2027	60%	3
Total/Weighted average industrial loans				$	35,884	$	35,884		3.3%	7.8%	2.0 years		3.7
Total/Weighted average senior and mezzanine loans - Our Portfolio				$	2,392,415	$	2,388,363		3.4%	7.8%	1.5 years		3.1

_________________________________________

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(1)Represents carrying values at our share as of June 30, 2025 and excludes general CECL reserves.

(2)Represents the stated coupon rate for loans; for floating rate loans, does not include Secured Overnight Financing Rate (“SOFR”), which was 4.32% as of June 30, 2025.

(3)In addition to the stated cash coupon rate, unlevered all-in yield includes non-cash payment-in-kind interest income and the accrual of origination and exit fees. Unlevered all-in yield for the loan portfolio assumes the applicable floating benchmark rate as of June 30, 2025 for weighted average calculations.

(4)Except for construction loans, senior loans reflect the initial loan amount divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value for the in place collateral as of the date of the most recent as-is appraisal. Mezzanine loans include attachment loan-to-value and detachment loan-to-value, respectively. Attachment loan-to-value reflects initial funding of loans senior to our position divided by the as-is value as of the date the loan was originated, or the principal amount divided by the appraised value for the in place collateral as of the date of the most recent appraisal. Detachment loan-to-value reflects the cumulative initial funding of our loan and the loans senior to our position divided by the as-is value as of the date the loan was originated, or the cumulative principal amount divided by the appraised value for the in place collateral as of the date of the most recent appraisal.

(5)On a quarterly basis, our senior and mezzanine loans are rated “1” through “5,” from less risk to greater risk. Represents risk ranking as of June 30, 2025.

(6)The underlying collateral for Loan 10 relates to a construction/development project. Construction senior loans’ loan-to-value reflect the total commitment amount of the loan divided by as-completed appraised value, or the total commitment amount of the loan divided by the projected total cost basis. Construction mezzanine loans include attachment loan-to-value and detachment loan-to-value. Attachment loan-to-value reflects the total commitment amount of loans senior to our position divided by as-completed appraised value, or the total commitment amount of loans senior to our position divided by projected total cost basis. Detachment loan-to-value reflect the cumulative commitment amount of our loan and the loans senior to our position divided by as-completed appraised value, or the cumulative commitment amount of our loan and loans senior to our position divided by projected total cost basis.

(7)Loan 10 was placed on nonaccrual status in February 2025; as such, no income is being recognized. In July 2025, the multifamily construction/development project collateralizing Loan 10 was acquired through a deed-in-lieu of foreclosure.

(8)Loans 47-52 have payment-in-kind provisions and accrue interest at 14%.

(9)Loan 72 was placed on nonaccrual status in April 2024; as such, no income is being recognized.

At June 30, 2025, our general CECL reserve for our outstanding loans and future loan funding commitments is $137.2 million, which is 5.49% of the aggregate commitment amount of our loan portfolio. This represents a decrease of $18.9 million from $156.1 million or 6.08% of the aggregate commitment amount of our loan portfolio at March 31, 2025. The decrease in our general CECL reserves was driven by the charge-off of reserves related to two loans that were acquired through foreclosure or deed-in-lieu of foreclosure. As a result, we have no specific CECL reserves at June 30, 2025.

Net Leased and Other Real Estate

Our net leased real estate investment strategy focuses on direct ownership in commercial real estate with an emphasis on properties with stable cash flow, which may be structurally senior to a third-party partner’s equity. As part of our net leased real estate strategy, we explore a variety of real estate investments including multi-tenant office, multifamily, student housing and industrial. Additionally, we have two investments in direct ownership of commercial real estate and own these operating real estate investments through joint ventures with one or more partners. We also own five properties included in other real estate that were acquired through deeds-in-lieu of foreclosure and foreclosure and consolidate two properties after being deemed the primary beneficiary of the variable interest entity holding it.

As of June 30, 2025, $788.5 million or 24.8% of our assets were invested in net leased and other real estate properties and these properties were 82.2% occupied. The following table presents our net leased and other real estate investments as of June 30, 2025 (dollars in thousands):


	Count(1)	Carrying Value(2)		NOI for the three months ended June 30, 2025(3)(4)
Net leased real estate	7	$	323,016	$	12,460
Other real estate	9	465,499		6,282
Total/Weighted average net leased and other real estate	16	$	788,515	$	18,742

________________________________________

(1)Count represents the number of investments.

(2)Represents carrying values at our share as of June 30, 2025; includes real estate tangible assets, deferred leasing costs and other intangible assets less intangible liabilities.

(3)Refer to “Non-GAAP Supplemental Financial Measures” for further information on NOI.

(4)Net leased real estate includes $4.6 million of NOI related to one property that was deconsolidated from our consolidated balance sheet during the second quarter of 2025.

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The following table provides asset-level detail of our net leased and other real estate as of June 30, 2025:


	Collateral type	City, State	Number of properties	Rentable square feet (“RSF”) / units/keys(1)	Weighted average % leased(2)	Weighted average lease term (yrs)(3)	Principal amount of debt(4)		Final debt maturity date
Net leased real estate
Net lease 1	Industrial	Various - U.S.	2	2,787,343 RSF	100%	13.1	$	200,000	Sep-33
Net lease 2	Office	Aurora, CO	1	183,529 RSF	100%	2.4	28,306		Aug-26
Net lease 3	Office	Indianapolis, IN	1	338,000 RSF	100%	5.5	21,051		Oct-27
Net lease 4(5)(6)	Retail	Various - U.S.	7	319,600 RSF	100%	2.6	27,337		Nov-26 & Mar-28
Net lease 5(5)	Retail	Keene, NH	1	45,471 RSF	100%	3.6	6,533		Nov-26
Net lease 6	Retail	South Portland, ME	1	52,900 RSF	100%	6.6	—		—
Net lease 7(5)	Retail	Fort Wayne, IN	1	50,000 RSF	100%	5.2	3,028		Nov-26
Total/Weighted average net leased real estate			14	3,776,843 RSF	100%	10.4	$	286,255

Other real estate
Other real estate 1(7)	Hotel	San Jose, CA	1	541 Units	77%	n/a	$	—	—
Other real estate 2(5)(8)	Office	Creve Coeur, MO	7	847,604 RSF	77%	3.8	93,251		Dec-28
Other real estate 3(5)	Office	Warrendale, PA	5	496,440 RSF	81%	4.7	59,501		Jan-25(9)
Other real estate 4	Multifamily	Arlington, TX	1	436 Units	58%	n/a	—		—
Other real estate 5(7)	Multifamily	Phoenix, AZ	1	236 Units	91%	n/a	—		—
Other real estate 6(7)	Multifamily	Fort Worth, TX	1	354 Units	70%	n/a	—		—
Other real estate 7	Multifamily	Mesa, AZ	1	285 Units	83%	n/a	—		—
Other real estate 8(5)(7)	Office	Long Island City, NY	1	220,872 RSF	31%	3.6	—		—
Other real estate 9(5)(7)	Office	Long Island City, NY	1	128,195 RSF	2%	4.7	—		—
Total/Weighted average other real estate			19	n/a	70%	4.2	$	152,752

Total net leased and other real estate			33

_________________________________________

(1)Rentable square feet based on carrying value at our share as of June 30, 2025.

(2)Represents the percent leased as of June 30, 2025. Weighted average calculation based on carrying value at our share as of June 30, 2025.

(3)Based on in-place leases (defined as occupied and paying leases) as of June 30, 2025, and assumes that no renewal options are exercised. Weighted average calculation based on carrying value at our share as of June 30, 2025.

(4)Represents principal amount of debt at our share as of June 30, 2025.

(5)Represents a property where we recorded impairment during the six months ended June 30, 2025 or year ended December 31, 2024. For Net lease 5, three individual properties were impaired.

(6)Net lease 4 consists of two separate mortgage notes.

(7)Property was acquired through foreclosure or deed-in-lieu of foreclosure.

(8)The current maturity date is December 2027, with a one-year extension available, subject to satisfaction of certain customary conditions set forth in the governing documents.

(9)The mortgage payable collateralized by Other real estate 3 is in maturity default as of January 2025. In July 2025, a receiver was appointed for the property, which required deconsolidation of the assets and liabilities from our consolidated balance sheet.

Stavanger, Norway Office Net Lease

In July 2018, we acquired a class A office campus in Stavanger, Norway (the “Norway Net Lease”) for $320 million (NOK 2.6 billion). This property is 100% occupied by a creditworthy single tenant.

Bond financing on the Norway Net Lease consisted of a mortgage payable of $146.9 million (NOK 1.5 billion) with a fixed rate of 3.9%, which matured in June 2025, at which time there were five years remaining on the initial lease term.

In the quarter ended June 30, 2024, a full cash sweep was triggered under the bond financing and we recognized a GAAP impairment charge of $32.8 million which decreased both our Undepreciated Book Value (defined in the “Undepreciated Book Value Per Share” section of “Non-GAAP Supplemental Financial Measures” below) and GAAP book value. Concurrently, we recognized a non-GAAP impairment charge of $67.7 million, which further decreased our Undepreciated Book Value and resulted in an Undepreciated Book Value of zero. Subsequent to the second quarter of 2024, we recognized additional non-GAAP impairments of $11.9 million to maintain an Undepreciated Book Value of zero.

In June 2025, we reached a maturity default on the bond financing collateralized by the Norway Net Lease, and the lenders exercised remedies and took control by equity pledge of the underlying investment subsidiary. As a result, we deconsolidated the assets and liabilities from our consolidated balance sheet and recorded a $49.3 million GAAP impairment of operating real

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estate and reduction in our GAAP book value. However, the $49.3 million GAAP impairment charge had no impact on our Undepreciated Book Value, which as noted above, had been written down to zero in the second quarter of 2024.

As such, there is no impact to our Undepreciated Book Value.

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Results of Operations

The following table summarizes our portfolio results of operations for the three months ended June 30, 2025 and March 31, 2025 (dollars in thousands):


	Increase (Decrease)
	%
Net interest income
577			1.2		%
		(0.9)		%


		5.4		%

Property and other income
		32.8		%
		(39.2)		%
		26.4		%

Expenses
		67.1		%
		(10.7)		%
		3.0		%
		0.5		%
		(347.7)		%
		100.0		%
		(21.4)		%
		(7.4)		%
		137.0		%

Other income


		1295.0		%
		(1273.8)		%

		(7782.3)		%
(28,880)			(778.9)		%

Comparison of Three Months Ended June 30, 2025 and March 31, 2025

Net Interest Income

Interest income

Interest income increased by $0.6 million to $48.7 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The increase was primarily due to $2.5 million from loan originations. This was partially offset by $1.1 million due to loan repayments and $0.5 million related to one senior loan placed on nonaccrual status.

Interest expense

Interest expense decreased by $0.3 million to $31.9 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The decrease was primarily due to $1.7 million from repayments on our master repurchase facilities, which was offset by $1.3 million due to the financing of newly originated loans.

Property and other income

Property operating income

Property operating income increased by $8.8 million to $35.7 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The increase was primarily driven by $8.7 million from the acquisition of a hotel property through foreclosure during the three months ended June 30, 2025.

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Other income

Other income decreased by $1.0 million to $1.6 million during the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The decrease was primarily driven by lower income on money market investments.

Expenses

Property operating expense

Property operating expense increased by $6.7 million to $16.7 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The increase was primarily driven by $6.6 million from the acquisition of a hotel property through foreclosure during the three months ended June 30, 2025.

Transaction, investment and servicing expense

Transaction, investment and servicing expense decreased by $0.1 million to $0.6 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The decrease was primarily due to lower legal fees incurred during three months ended June 30, 2025.

Interest expense on real estate

Interest expense on real estate increased by $0.2 million to $6.8 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The increase was primarily due to the modification of a mortgage note payable collateralized by three retail properties.

Depreciation and amortization

Depreciation and amortization expense increased by $0.1 million to $10.6 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The increase was primarily driven by the acquisition of one hotel and one multifamily property during 2025, offset by fully depreciated assets at two properties.

Increase (decrease) of current expected credit loss reserve

During the three months ended June 30, 2025, we recorded a net increase in CECL reserves of $0.6 million. The increase in our CECL reserves was primarily driven by specific reserves of $19.5 million from one multifamily loan and one hotel loan, both of which were subsequently charged off. This was offset by a net decrease in general reserves of $18.8 million.

During the three months ended March 31, 2025, we recorded a net decrease in CECL reserves of $0.2 million. The decrease in our CECL reserves was primarily driven by a net decrease in general reserves of $9.0 million offset by a net increase in specific CECL reserves of $8.8 million. The increase in specific CECL reserves was attributable to $9.2 million from one multifamily loan following its resolution during the quarter offset by a $0.4 million reversal of specific CECL from the receipt of additional proceeds received from a previously resolved loan.

Impairment of operating real estate

We recorded $51.1 million of impairment during the three months ended June 30, 2025 related to our Norwegian net lease office campus and our Pennsylvania office property. We deconsolidated the assets and liabilities of the Norwegian net lease office campus during the three months ended June 30, 2025 and will deconsolidate the assets and liabilities of our Pennsylvania office during the third quarter of 2025. During the three months ended March 31, 2025, we recorded no impairment.

Compensation and benefits

Compensation and benefits decreased by $2.2 million to $8.2 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The decrease was primarily driven by $1.3 million in stock compensation expense following a one-time vesting event in March 2025 and lower benefit costs due to the annual reset of 401(k) and Social Security contributions in the first quarter of 2025.

Operating expense

Operating expense decreased by $0.2 million to $3.0 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025 primarily due to lower third-party costs incurred during the second quarter of 2025.

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Other income

Other loss, net

Other loss, net increased by $3.1 million to $3.4 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. The increase is related to reclassification of $22.0 million of foreign currency translation loss offset by $18.6 million of designated hedge gains from accumulated other comprehensive income following the resolution of our Norwegian net lease office campus in the second quarter of 2025.

Income tax benefit (expense)

Income tax benefit increased by $21.9 million to $21.7 million for the three months ended June 30, 2025, as compared to the three months ended March 31, 2025. This increase is related to a deferred tax liability write-off when an investment subsidiary reached a maturity default on its bond financing collateralized by our Norwegian net lease office campus. Following the maturity default, the lenders exercised remedies and took control by equity pledge of the underlying investment subsidiary.

The following table summarizes our portfolio results of operations for the six months ended June 30, 2025 and June 30, 2024 (dollars in thousands):


	Increase (Decrease)
	%
Net interest income
(34,132)			(26.1)		%
		(18.0)		%
		(38.1)		%

Property and other income
		24.3		%
		(30.0)		%
		18.5		%

Expenses
		60.8		%
		17.7		%
		(1.5)		%
		9.4		%
		(99.7)		%
		13.1		%
		1.5		%
		(0.3)		%

		(40.9)		%

Other income


		(2006.3)		%
		(65.8)		%

		(4894.2)		%
104,327			(82.9)		%

Comparison of Six Months Ended June 30, 2025 and Six Months Ended June 30, 2024

Net Interest Income

Interest income

Interest income decreased by $34.1 million to $96.7 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease was primarily due to $18.5 million related to loan repayments, $9.1 million due to

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loans placed on nonaccrual status, $9.1 million due to a decrease in interest rates and $5.7 million related to loans that were consolidated as real estate. This was partially offset by $8.0 million due to loan originations.

Interest expense

Interest expense decreased by $14.1 million to $64.1 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease was primarily due to $8.8 million from proceeds from loan repayments that were used to amortize the securitization bonds in accordance with the securitization priority of repayments on BRSP 2021-FL1, $5.4 million due to paydowns on financings and $3.8 million from the net impact of the BRSP 2024-FL2 issuance and the unwinding of the CLNC 2019-FL1 securitization trust following the redemption of all outstanding securities thereunder. This was partially offset by $8.3 million relating to draws on our master repurchase facilities.

Property and other income

Property operating income

Property operating income increased by $12.2 million to $62.5 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily driven by $14.1 million from 2024 and 2025 property acquisitions.

Other income

Other income decreased by $1.8 million to $4.2 million during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The decrease was primarily driven by lower income on money market investments.

Expenses

Property operating expense

Property operating expense increased by $10.1 million to $26.6 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily driven by $12.0 million from 2024 and 2025 property acquisitions partially offset by $1.9 million from two office properties sold during the period.

Transaction, investment and servicing expense

Transaction, investment and servicing expense increased by $0.2 million to $1.2 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily due to higher deal-level expenses incurred during the six months ended June 30, 2025

Interest expense on real estate

Interest expense on real estate decreased by $0.2 million to $13.3 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. This decrease was primarily due to amortization of our previous bond financing on the Norway net lease office campus.

Depreciation and amortization

Depreciation and amortization expense increased by $1.8 million to $21.2 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was primarily due to $5.4 million from property acquisitions in 2024 and 2025 partially offset by $1.8 million from fully amortized intangibles in 2024 and $0.6 million from an office property sold during the six months ended June 30, 2025.

Increase (decrease) of current expected credit loss reserve

During the six months ended June 30, 2025, we recorded a net increase in CECL reserves of $0.3 million. The increase in our CECL reserves was primarily driven by a net increase in specific CECL reserves of $28.7 million offset by a net decrease in general reserves of $28.4 million. The increase in specific CECL reserves was attributable to two multifamily loans and one hotel loan, all of which were charged off during the six months ended June 30, 2025.

We recorded total CECL reserves of $114.3 million during the six months ended June 30, 2024, which is comprised of $95.4 million of general reserves and $18.9 million of specific reserves. The increase in our general CECL reserve was primarily driven by the macroeconomic conditions, as well as specific inputs on certain office and multifamily properties utilized in our general CECL model. The specific CECL reserves related to one senior multifamily loan and one senior office loan that were both repaid in the second quarter of 2024.

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Impairment of operating real estate

We recorded $51.1 million of impairment during the six months ended June 30, 2025 related to our Norwegian net lease office campus and our Pennsylvania office property. We deconsolidated the assets and liabilities of the Norwegian net lease office campus during the six months ended June 30, 2025 and will deconsolidate the assets and liabilities of our Pennsylvania office during the third quarter of 2025.

We recorded $45.2 million of impairment on three office properties following a reduction in the current expected holding period during the six months ended June 30, 2024 in connection with the review and preparation of our quarterly financials.

Compensation and benefits

Compensation and benefits increased by $0.3 million to $18.6 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase was driven by $1.3 million in stock compensation expense following a one-time vesting event in March 2025, offset by lower compensation costs.

Operating expense

Operating expense decreased by a de minimis amount for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

Other income (loss)

Other gain (loss), net

Other gain (loss), net increased by $3.8 million to $3.6 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. The increase is related to reclassification of $22.0 million of foreign currency translation loss offset by $18.6 million of designated hedge gains from accumulated other comprehensive income following the resolution of our Norwegian net lease office campus in the second quarter of 2025.

Income tax benefit (expense)

Income tax benefit increased by $21.8 million to $21.4 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024. This increase is related to a deferred tax liability write-off when an investment subsidiary reached a maturity default on its bond financing collateralized by our Norwegian net lease office campus. Following the maturity default, the lenders exercised remedies and took control by equity pledge of the underlying investment subsidiary.

Non-GAAP Supplemental Financial Measures

Distributable Earnings

We present Distributable Earnings, which is a non-GAAP supplemental financial measure of our performance. We believe that Distributable Earnings provides meaningful information to consider in addition to our net income and cash flow from operating activities determined in accordance with GAAP, and this metric is a useful indicator for investors in evaluating and comparing our operating performance to our peers and our ability to pay dividends. We elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with our taxable year ended December 31, 2018. As a REIT, we are required to distribute substantially all of our taxable income and we believe that dividends are one of the principal reasons investors invest in credit or commercial mortgage REITs such as our company. Over time, Distributable Earnings has been a useful indicator of our dividends per share and we consider that measure in determining the dividend, if any, to be paid. This supplemental financial measure also helps us to evaluate our performance excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current portfolio and operations.

We define Distributable Earnings as GAAP net income (loss) attributable to our common stockholders (or, without duplication, the owners of the common equity of our direct subsidiaries, such as our OP) and excluding (i) non-cash equity compensation expense, (ii) the expenses incurred in connection with our formation or other strategic transactions, (iii) acquisition costs from successful acquisitions, (iv) gains or losses from sales of real estate property and impairment write-downs of depreciable real estate, including unconsolidated joint ventures and preferred equity investments, (v) general CECL reserves, (vi) depreciation and amortization, (vii) any unrealized gains or losses or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included in other comprehensive income or loss, or in net income, (viii) one-time events pursuant to changes in GAAP and (ix) certain material non-cash income or expense items that in the judgment of management should not be included in Distributable Earnings. For clauses (viii) and (ix), such exclusions shall only be applied after approval by a majority of our independent directors. Distributable Earnings include specific CECL reserves.

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Additionally, we define Adjusted Distributable Earnings as Distributable Earnings excluding (i) realized gains and losses on asset sales, (ii) fair value adjustments, which represent mark-to-market adjustments to investments in unconsolidated ventures based on an exit price, defined as the estimated price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants, (iii) unrealized gains or losses, (iv) specific CECL reserves and (v) one-time gains or losses that in the judgement of management should not be included in Adjusted Distributable Earnings. We believe Adjusted Distributable Earnings is a useful indicator for investors to further evaluate and compare our operating performance to our peers and our ability to pay dividends, net of the impact of any gains or losses on assets sales or fair value adjustments, as described above.

Distributable Earnings and Adjusted Distributable Earnings do not represent net income or cash generated from operating activities and should not be considered as an alternative to GAAP net income or an indication of our cash flows from operating activities determined in accordance with GAAP, a measure of our liquidity, or an indication of funds available to fund our cash needs. In addition, our methodology for calculating Distributable Earnings and Adjusted Distributable Earnings may differ from methodologies employed by other companies to calculate the same or similar non-GAAP supplemental financial measures, and accordingly, our reported Distributable Earnings and Adjusted Distributable Earnings may not be comparable to the Distributable Earnings and Adjusted Distributable Earnings reported by other companies.

The following tables present a reconciliation of net income (loss) attributable to our common stockholders to Distributable Earnings and Adjusted Distributable Earnings attributable to our common stockholders (dollars and share amounts in thousands, except per share data) for the three months ended June 30, 2025 and March 31, 2025 and the three months ended June 30, 2024 and March 31, 2024:


	Three Months Ended June 30, 2025		Three Months Ended March 31, 2025
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders	$	(23,118)	$	5,342
Adjustments:

Non-cash equity compensation expense	2,913		4,213

Depreciation and amortization	10,676		10,748
Net unrealized loss (gain):
Impairment of operating real estate, net of associated income tax benefit	28,820		—
Other unrealized loss on investments	3,361		2
General CECL reserves	(18,900)		(9,018)
(Gain) loss on sales of real estate, preferred equity and investments in unconsolidated joint ventures	—		239
Adjustments related to noncontrolling interests	(358)		(172)
Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders	$	3,394	$	11,354
Distributable Earnings per share(1)	$	0.03	$	0.09

Adjustments:
Specific CECL reserves	$	19,482	$	8,782





Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders	$	22,876	$	20,136

Adjusted Distributable Earnings per share(1)	$	0.18	$	0.16
Weighted average number of shares of Class A common stock(1)	130,186		129,860

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(1)We calculate Distributable Earnings (Loss) per share, and Adjusted Distributable Earnings per share, non-GAAP financial measures, based on a weighted-average number of common shares.

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	Three Months Ended June 30, 2024		Three Months Ended March 31, 2024
Net loss attributable to BrightSpire Capital, Inc. common stockholders	$	(67,860)	$	(57,103)
Adjustments:

Non-cash equity compensation expense	3,150		2,170

Depreciation and amortization	9,120		10,531
Net unrealized loss (gain):
Impairment of operating real estate	45,216		—
Other unrealized loss (gain) on investments	278		(151)
General CECL reserves	28,096		67,284

Adjustments related to noncontrolling interests	(1,029)		(189)
Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders	$	16,971	$	22,542
Distributable Earnings per share(1)	$	0.13	$	0.17

Adjustments:
Specific CECL reserves	$	11,804	$	7,128





Adjusted Distributable Earnings attributable to BrightSpire Capital, Inc. common stockholders	$	28,775	$	29,670

Adjusted Distributable Earnings per share(1)	$	0.22	$	0.23
Weighted average number of shares of Class A common stock(1)	130,665		130,100

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(1)We calculate Distributable Earnings (Loss) per share, and Adjusted Distributable Earnings per share, non-GAAP financial measures, based on a weighted-average number of common shares.

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Undepreciated Book Value Per Share

We believe that presenting Undepreciated Book Value per share is a more useful and consistent measure of the value of our current portfolio and operations for our investors. It additionally enhances the comparability to our peers who do not hold real estate investments. Undepreciated Book Value per share excludes our share of accumulated depreciation and amortization on real estate investments (including related intangible assets and liabilities). Non-GAAP impairment of real estate and foreign currency translation excludes our share of the carrying value (including any related foreign currency translation) on certain net leased and other real estate office properties whose non-recourse mortgages have matured or who have been placed in a cash flow sweep by their lender. Our ability to refinance at their maturity dates is burdened by the current interest rate environment, lenders’ aversion to finance or refinance office properties and/or associated improvements or paydowns potentially demanded at such properties. Loan maturity defaults can and have led to foreclosures. Given this potential likelihood, we believe it is prudent to recognize impairments and exclude our share of the carrying value related to these properties.

The following table calculates our GAAP book value per share and Undepreciated Book Value per share ($ in thousands, except per share data):


Stockholders’ equity excluding noncontrolling interests in investment entities	$	994,355	$	1,048,218
Accumulated depreciation and amortization	194,282		232,177
Non-GAAP impairment of real estate	(51,472)		(134,578)
Foreign currency translation	—		6,624
Undepreciated Book Value	$	1,137,165	$	1,152,441

GAAP book value per share	$	7.65	$	8.08
Accumulated depreciation and amortization per share	1.49		1.79
Non-GAAP impairment of real estate	(0.40)		(1.04)
Foreign currency translation	—		0.05
Undepreciated Book Value per share(1)	$	8.75	$	8.89
Total outstanding shares - Class A common stock	129,994		129,685

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(1)Per share data may differ due to rounding.

NOI

We believe NOI to be a useful measure of operating performance of our net leased and other real estate portfolios as they are more closely linked to the direct results of operations at the property level. NOI excludes historical cost depreciation and amortization, which are based on different useful life estimates depending on the age of the properties, as well as adjustments for the effects of real estate impairment and gains or losses on sales of depreciated properties, which eliminate differences arising from investment and disposition decisions. Additionally, by excluding corporate level expenses or benefits such as interest expense, any gain or loss on early extinguishment of debt and income taxes, which are incurred by the parent entity and are not directly linked to the operating performance of the Company’s properties, NOI provides a measure of operating performance independent of the Company’s capital structure and indebtedness. However, the exclusion of these items as well as others, such as capital expenditures and leasing costs, which are necessary to maintain the operating performance of the Company’s properties, and transaction costs and administrative costs, may limit the usefulness of NOI. NOI may fail to capture significant trends in these components of GAAP net income (loss) which further limits its usefulness.

NOI should not be considered as an alternative to net income (loss), determined in accordance with GAAP, as an indicator of operating performance. In addition, our methodology for calculating NOI involves subjective judgment and discretion and may differ from the methodologies used by other companies, when calculating the same or similar supplemental financial measures and may not be comparable with other companies.

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The following tables present a reconciliation of net income (loss) on our net leased and other real estate portfolios attributable to our common stockholders to NOI attributable to our common stockholders (dollars in thousands) for the three months ended June 30, 2025 and March 31, 2025 and three months ended June 30, 2024 and March 31, 2024:


	Three Months Ended June 30, 2025		Three Months Ended March 31, 2025
Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders	$	(23,118)	$	5,342
Adjustments:

Net (income) loss attributable to non-net leased and other real estate portfolios(1)	(5,917)		(6,287)
Net loss attributable to noncontrolling interests in investment entities	(2,054)		(1,634)
Amortization of above- and below-market lease intangibles	1		59
Net interest (income) expense	53		39
Interest expense on real estate	6,765		7,940
Other income	(86)		(34)
Transaction, investment and servicing expense	14		38
Depreciation and amortization	10,575		10,519
Impairment of operating real estate	51,127		—
Operating expense	1		1
Other loss on investments, net	3,428		742
Income tax (benefit) expense	(21,770)		254
NOI attributable to noncontrolling interest in investment entities	(277)		(267)
Total NOI, at share	$	18,742	$	16,712

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(1)Net (income) loss attributable to non-net leased and other real estate portfolios includes net (income) loss on our senior and mezzanine loans and preferred equity and corporate and other business segments.


	Three Months Ended June 30, 2024		Three Months Ended March 31, 2024
Net loss attributable to BrightSpire Capital, Inc. common stockholders	$	(67,860)	$	(57,103)
Adjustments:

Net loss attributable to non-net leased and other real estate portfolios(1)	24,942		56,456
Net loss attributable to noncontrolling interests in investment entities	(823)		(4)
Amortization of above- and below-market lease intangibles	143		112
Net interest income	(13)		(17)
Interest expense on real estate	6,748		6,782
Other income	(325)		(189)
Transaction, investment and servicing expense	84		122
Depreciation and amortization	8,917		10,353
Impairment of operating real estate	45,216		—
Operating expense	1		24
Other (gain) loss on investments, net	224		(150)
Income tax expense	164		240
NOI attributable to noncontrolling interest in investment entities	(330)		(307)
Total NOI, at share	$	17,088	$	16,319

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Liquidity and Capital Resources

Overview

Our material cash commitments include commitments to repay borrowings, finance our assets and operations, meet future funding obligations, make distributions to our stockholders and fund other general business needs. We use significant cash to make investments, meet commitments to existing investments, repay the principal of and interest on our borrowings and pay other financing costs, make distributions to our stockholders and fund our operations.

Our primary sources of liquidity include cash on hand, cash generated from our operating activities and cash generated from asset sales and investment maturities. However, subject to maintaining our qualification as a REIT and our Investment Company Act exclusion, we may use several sources to finance our business, including bank credit facilities (including term loans and revolving facilities), Master Repurchase Facilities and securitizations, as described below. In addition to our current sources of liquidity, there may be opportunities from time to time to access liquidity through public offerings of debt and equity securities. We have sufficient sources of liquidity to meet our material cash commitments for the next 12 months and the foreseeable future.

Financing Strategy

We have a multi-pronged financing strategy that includes an up to $165.0 million secured revolving credit facility as of June 30, 2025, up to approximately $2.0 billion in secured revolving repurchase facilities, $1.0 billion in non-recourse securitization financing, $451.3 million in commercial mortgages and $34.5 million in other asset-level financing structures.

In addition, we may use other forms of financing, including additional warehouse facilities, public and private secured and unsecured debt issuances and equity or equity-related securities issuances by us or our subsidiaries. We may also finance a portion of our investments through the syndication of one or more interests in a whole loan. We will seek to match the nature and duration of the financing with the underlying asset’s cash flow, including using hedges, as appropriate.

Debt-to-Equity Ratio

The following table presents our debt-to-equity ratio:

June 30, 2025

December 31, 2024

Debt-to-equity ratio(1)

2.1x

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(1)Represents (i) total consolidated outstanding secured debt less cash and cash equivalents of $154.3 million and $302.2 million at June 30, 2025 and December 31, 2024, respectively to (ii) total equity, in each case, at period end.

Potential Sources of Liquidity

As discussed in greater detail above under “Trends Affecting our Business,” and “Factors Impacting Our Operating Results” overall market uncertainty coupled with rising inflation and high interest rates have tempered the loan financing markets recently. A high interest rate environment will result in increased interest expense on our variable rate debt that is not hedged and may result in disruptions to our borrowers’ and tenants’ ability to finance their activities, which would similarly adversely impact their ability to make their monthly mortgage payments and meet their loan obligations. Additionally, due to the current market conditions, warehouse lenders may take a more conservative stance by increasing funding costs, which may lead to margin calls.

Our primary sources of liquidity include borrowings available under our credit facilities, Master Repurchase Facilities and monthly mortgage payments from our borrowers.

Bank Credit Facilities

We use bank credit facilities (including term loans and revolving facilities) to finance our business. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit facilities typically have maturities ranging from two to five years and may accrue interest at either fixed or floating rates.

On January 28, 2022, the OP (together with certain subsidiaries of the OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $165.0 million, of which up to $25.0 million is available as letters of credit. Loans under the Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and Swiss francs.

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The Credit Agreement amended and restated the OP’s prior $300.0 million revolving credit facility that would have matured on February 1, 2022.

The Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount of up to $300.0 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 Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) an adjusted 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 adjusted 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 un-utilized borrowing capacity under the Credit Agreement. Amounts owed under the 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 SOFR rate election is in effect.

The maximum amount available for borrowing at any time under the 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, 2025, the borrowing base valuation is sufficient to permit borrowings of up to the entire $165.0 million. 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 Credit Agreement terminates on January 31, 2026, at which time the OP may, at its election and by written notice to the Administrative Agent, extend the termination date for two additional terms of six months each, subject to the terms and conditions in the Credit Agreement, resulting in a latest termination date of January 31, 2027.

The 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, and limitations on debt, liens and restricted payments. In addition, the 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) $1,112,000,000 and (ii) 70% of the net cash proceeds received by the OP from any offering of its common equity after September 30, 2021 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 ratio of EBITDA plus lease expenses to fixed charges for any period of four consecutive fiscal quarters to be not less than 1.50 to 1.00; (c) the OP’s minimum interest coverage ratio to be not less than 3.00 to 1.00; and (d) the OP’s ratio of consolidated total debt to consolidated total assets to be not more than 0.80 to 1.00. The 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, 2025, we were in compliance with all of our financial covenants under the Credit Agreement.

Master Repurchase Facilities

Currently, our primary sources of financing the origination of first mortgage loans and senior loan participations secured by senior loan investments are our repurchase agreements with multiple global financial institutions (each, a “Master Repurchase Facility” and collectively, the “Master Repurchase Facilities”). The Master Repurchase Facilities, effectively allow us to borrow against loans that we own in an amount generally equal to (i) the market value of such loans multiplied by (ii) the applicable advance rate. Under these agreements, we sell our loans to a counterparty and agree to repurchase the same loans from the counterparty at a price equal to the original sales price plus an interest factor. During the term of a repurchase agreement, we receive the principal and interest on the related loans and pay interest to the lender under the master repurchase agreement. We intend to maintain formal relationships with multiple counterparties to obtain master repurchase financing.

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The following table presents a summary of our Master Repurchase Facilities and Bank Credit Facility as of June 30, 2025 (dollars in thousands):


	Maximum Facility Size		Current Borrowings		Weighted Average Final Maturity (Years)	Weighted Average Interest Rate(1)
Master Repurchase Facilities
Bank 1	$	600,000	$	346,923	1.8	SOFR + 2.43%
Bank 2	600,000		159,128		4.8	SOFR + 2.01%
Bank 3	400,000		235,466		4.9	SOFR + 1.71%
Bank 4	400,000		48,212		4.3	SOFR + 1.79%
Total Master Repurchase Facilities	2,000,000		789,729


Bank Credit Facility	165,000		—		1.5	SOFR + 2.25%

Total Facilities	$	2,165,000	$	789,729

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(1)All facilities utilize Term SOFR at June 30, 2025.

The following table presents the quarterly average unpaid principal balance (“UPB”), end of period UPB and the maximum UPB at any month-end related to our Master Repurchase Facilities and Bank Credit Facility (dollars in thousands):


Quarter Ended	Quarterly Average UPB		End of Period UPB		Maximum UPB at Any Month-End
June 30, 2025	$	761,613	$	789,729	$	791,532
March 31, 2025	759,339		733,494		818,603
December 31, 2024	816,782		785,183		848,381
September 30, 2024	923,540		848,381		987,017
June 30, 2024	1,015,107		998,699		1,031,514
March 31, 2024	1,092,119		1,031,516		1,121,264

Operating Activities

Cash inflows from operating activities are generated primarily through interest received from loans and preferred equity held for investment, and property operating income from our real estate portfolio. This is partially offset by payment of interest expenses for credit facilities and mortgages payable, and operating expenses supporting our various lines of business, including property management and operations, loan servicing and workout of loans in default, investment transaction costs, as well as general administrative costs.

Our operating activities provided net cash inflows of $27.9 million and $47.4 million for the six months ended June 30, 2025 and 2024, respectively. Net cash provided by operating activities decreased for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 primarily due to lower net interest income recorded during the six months ended June 30, 2025.

We believe cash flows from operations, available cash balances and our ability to generate cash through short and long-term borrowings are sufficient to fund our operating liquidity needs.

Investing Activities

Investing activities include cash outlays for disbursements on new and/or existing loans, which are partially offset by repayments of loans held for investment.

Investing activities used net cash of $68.2 million for the six months ended June 30, 2025. Net cash used in investing activities during the six months ended June 30, 2025 resulted primarily from origination and fundings on our loans and preferred equity held for investment, net of $210.7 million partially offset by repayments on loans and preferred equity held for investment, net of $146.4 million.

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Investing activities generated net cash inflows of $146.3 million for the six months ended June 30, 2024. Net cash provided by investing activities in 2024 resulted primarily from repayments on loans and preferred equity held for investment, net of $201.0 million partially offset by the origination and fundings on our loans and preferred equity held for investment, net $33.4 million.

Financing Activities

We finance our investing activities largely through borrowings secured by our investments along with capital from third party investors. We also have the ability to raise capital in the public markets through issuances of common stock, as well as draws upon our corporate credit facility, to finance our investing and operating activities. Accordingly, we incur cash outlays for payments on third party debt and dividends to our common stockholders.

Financing activities used net cash of $158.6 million for the six months ended June 30, 2025, which resulted primarily from repayment of credit facilities of $111.7 million, repayment of securitization bonds of $106.0 million and distributions paid on common stock of $41.6 million partially offset by borrowings from credit facilities of $116.2 million.

Financing activities used net cash of $267.2 million for the six months ended June 30, 2024, which resulted primarily from repayment of credit facilities of $166.1 million, distributions paid on common stock of $52.0 million and repayment of securitization bonds of $50.2 million.

Our Investment Strategy

Our objective is to generate consistent and attractive risk-adjusted returns to our stockholders. We seek to achieve this objective primarily through cash distributions and the preservation of invested capital. We believe our investment strategy provides flexibility through economic cycles to achieve attractive risk-adjusted returns. This approach is driven by a disciplined investment strategy, focused on:

•leveraging long standing relationships, our organization structure and the experience of the team;

•the underlying real estate and market dynamics to identify investments with attractive risk-return profiles;

•primarily originating and structuring CRE senior loans and selective investments in mezzanine loans and preferred equity with attractive return profiles relative to the underlying value and financial operating performance of the real estate collateral, given the strength and quality of the sponsorship;

•structuring transactions with a prudent amount of leverage, if any, given the risk of the underlying asset’s cash flows, attempting to match the structure and duration of the financing with the underlying asset’s cash flows, including through the use of hedges, as appropriate; and

•operating our net leased real estate investments and selectively pursuing new investments based on property location and purpose, tenant credit quality, market lease rates and potential appreciation of, and alternative uses for, the real estate.

The period for which we intend to hold our investments will vary depending on the type of asset, interest rates, investment performance, micro and macro real estate environment, capital markets and credit availability, among other factors. We generally expect to hold debt investments until the stated maturity and equity investments in accordance with each investment’s proposed business plan. We may sell all or a partial ownership interest in an investment before the end of the expected holding period if we believe that market conditions have maximized its value to us, or the sale of the asset would otherwise be in the best interests of our stockholders.

Our investment strategy is flexible, enabling us to adapt to shifts in economic, real estate and capital market conditions and to exploit market inefficiencies. We may expand or change our investment strategy or target assets over time in response to opportunities available in different economic and capital market conditions. This flexibility in our investment strategy allows us to employ a customized, solutions-oriented approach, which we believe is attractive to borrowers and tenants. We believe that our diverse portfolio, our ability to originate, acquire and manage our target assets and the flexibility of our investment strategy positions us to capitalize on market inefficiencies and generate attractive long-term risk-adjusted returns for our stockholders through a variety of market conditions and economic cycles.

Underwriting, Asset and Risk Management

We closely monitor our portfolio and actively manage risks associated with, among other things, our assets and interest rates. Prior to investing in any particular asset, the underwriting team, in conjunction with third party providers, undertakes a rigorous asset-level due diligence process, involving intensive data collection and analysis, to ensure that we understand fully the state of the market and the risk-reward profile of the asset. Beginning in 2021, our investment and portfolio management and risk assessment practices diligence the environmental, social and governance (“ESG”) standards of our business counterparties, including borrowers, sponsors and that of our investment assets and underlying collateral, which may include sustainability initiatives, recycling, energy efficiency and water management, volunteer and charitable efforts, anti-money laundering and

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know-your-client policies, and engagement and belonging practices in workforce leadership, composition and hiring practices. Prior to making a final investment decision, we focus on portfolio diversification to determine whether a target asset will cause our portfolio to be too heavily concentrated with, or cause too much risk exposure to, any one borrower, real estate sector, geographic region, source of cash flow for payment or other geopolitical issues. If we determine that a proposed acquisition presents excessive concentration risk, we may determine not to acquire an otherwise attractive asset.

For each asset that we acquire, our asset management team engages in active management of the asset, the intensity of which depends on the attendant risks. The asset manager works collaboratively with the underwriting team to formulate a strategic plan for the particular asset, which includes evaluating the underlying collateral and updating valuation assumptions to reflect changes in the real estate market and the general economy. This plan also generally outlines several strategies for the asset to extract the maximum amount of value from each asset under a variety of market conditions. Such strategies may vary depending on the type of asset, the availability of refinancing options, recourse and maturity, but may include, among others, the restructuring of non-performing or sub-performing loans, the negotiation of discounted payoffs or other modification of the terms governing a loan, and the foreclosure and management of assets underlying non-performing loans in order to reposition them for profitable disposition. We continuously track the progress of an asset against the original business plan to ensure that the attendant risks of continuing to own the asset do not outweigh the associated rewards. Under these circumstances, certain assets will require intensified asset management in order to achieve optimal value realization.

Our asset management team engages in a proactive and comprehensive on-going review of the credit quality of each asset it manages. In particular, for debt investments on at least an annual basis, the asset management team will evaluate the financial wherewithal of individual borrowers to meet contractual obligations as well as review the financial stability of the assets securing such debt investments. Further, there is ongoing review of borrower covenant compliance including the ability of borrowers to meet certain negotiated debt service coverage ratios and debt yield tests. For equity investments, the asset management team, with the assistance of third-party property managers, monitors and reviews key metrics such as occupancy, same-store sales, tenant payment rates, property budgets and capital expenditures. If through this analysis of credit quality, the asset management team encounters declines in credit quality not in accordance with the original business plan, the team evaluates the risks and determines what changes, if any, are required to the business plan to ensure that the attendant risks of continuing to hold the investment do not outweigh the associated rewards.

In addition, the audit committee of our board of directors, in consultation with management, periodically reviews our policies with respect to risk assessment and risk management, including key risks to which we are subject, including credit risk, liquidity risk and market risk, and the steps that management has taken to monitor and control such risks.

Inflation

Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance significantly more than inflation does. A change in interest rates may correlate with the inflation rate. Substantially all of the leases at our multifamily properties allow for monthly or annual rent increases which provide us with the opportunity to achieve increases, where justified by the market, as each lease matures. Such types of leases generally minimize the risks of inflation on our multifamily properties.

Refer to Item 3, “Quantitative and Qualitative Disclosures About Market Risk” for additional details.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, which requires the use of estimates and assumptions that involve the exercise of judgment and that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. There have been no material changes to our critical accounting estimates described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recent Accounting Updates

For recent accounting updates, refer to Note 2, “Summary of Significant Accounting Policies” in our accompanying consolidated financial statements included in Part I, Item 1, “Financial Statements.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our primary market risks are interest rate risk, prepayment risk, extension risk, credit risk, real estate market risk, capital market risk and foreign currency risk, either directly through the assets held or indirectly through investments in unconsolidated ventures.

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Interest Rate Risk

Interest rate risk relates to the risk that the future cash flow of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk is highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, international conflicts, inflation and other factors beyond our control. Credit curve spread risk is highly sensitive to the dynamics of the markets for loans and securities we hold. Excessive supply of these assets combined with reduced demand will cause the market to require a higher yield. This demand for higher yield will cause the market to use a higher spread over the U.S. Treasury securities yield curve, or other benchmark interest rates, to value these assets.

As U.S. Treasury securities are priced to a higher yield and/or the spread to U.S. Treasuries used to price the assets increases, the price at which we could sell some of our fixed rate financial assets may decline. Conversely, as U.S. Treasury securities are priced to a lower yield and/or the spread to U.S. Treasuries used to price the assets decreases, the value of our fixed rate financial assets may increase. Fluctuations in SOFR may affect the amount of interest income we earn on our floating rate borrowings and interest expense we incur on borrowings indexed to SOFR, including under credit facilities and investment-level financing.

We 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 30, 2025, we held no derivative instruments.

As of June 30, 2025, a hypothetical 100 basis point increase or decrease in the applicable interest rate benchmark on our loan portfolio would increase or decrease interest income by $5.4 million annually, net of interest expense.

See 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.

Prepayment risk

Prepayment risk is the risk that principal will be repaid at a different rate than anticipated, resulting in a less than expected return on an investment. As prepayments of principal are received, any premiums paid on such assets are amortized against interest income, while any discounts on such assets are accreted into interest income. Therefore, an increase in prepayment rates has the following impact: (i) accelerates amortization of purchase premiums, which reduces interest income earned on the assets; and conversely, (ii) accelerates accretion of purchase discounts, which increases interest income earned on the assets.

Extension risk

The weighted average life of assets is projected based on assumptions regarding the rate at which borrowers will prepay or extend their mortgages. If prepayment rates decrease or extension options are exercised by borrowers at a rate that deviates significantly from projections, the life of fixed rate assets could extend beyond the term of the secured debt agreements. This in turn could negatively impact liquidity to the extent that assets may have to be sold and losses may be incurred as a result.

Credit risk

Investment in loans held for investment is subject to a high degree of credit risk through exposure to loss from loan defaults. Default rates are subject to a wide variety of factors, including, but not limited to, borrower financial condition, property performance, property management, supply/demand factors, construction trends, consumer behavior, regional economics, interest rates, the strength of the U.S. economy and other factors beyond our control. All loans are subject to a certain probability of default. We manage credit risk through the underwriting process, acquiring investments at the appropriate discount to face value, if any, and establishing loss assumptions. We carefully monitor performance of all loans, including those held through joint venture investments, as well as the external factors that may affect their value.

We are also subject to the credit risk of the tenants in our properties, including business closures, occupancy levels, meeting rent or other expense obligations, lease concessions, and ESG standards and practices among other factors. We seek to undertake a rigorous credit evaluation of the tenants prior to acquiring properties. This analysis includes an extensive due diligence investigation of the tenants’ businesses, as well as an assessment of the strategic importance of the underlying real estate to the respective tenants’ core business operations. Where appropriate, we may seek to augment the tenants’ commitment

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to the properties by structuring various credit enhancement mechanisms into the underlying leases. These mechanisms could include security deposit requirements or guarantees from entities that are deemed credit worthy.

Our in-depth understanding of CRE and real estate-related investments, and in-house underwriting, asset management and resolution capabilities, provides us and management with a sophisticated full-service platform to regularly evaluate our investments and determine primary, secondary or alternative strategies to manage the credit risks described above. This includes intermediate servicing and complex and creative negotiating, restructuring of non-performing investments, foreclosure considerations, intense management or development of owned real estate, in each case to manage the risks faced to achieve value realization events in our interests and our stockholders. Solutions considered may include defensive loan or lease modifications, temporary interest or rent deferrals or forbearances, converting current interest payment obligations to payment-in-kind, repurposing reserves and/or covenant waivers. Depending on the nature of the underlying investment and credit risk, we may pursue repositioning strategies through judicious capital investment in order to extract value from the investment or limit losses.

There can be no assurance that the measures we take will be sufficient to address or mitigate the impact of credit risk on our future operating results, liquidity and financial condition.

Real estate market risk

We are exposed to the risks generally associated with the commercial real estate market. The market values of commercial real estate are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional, and local economic conditions, as well as changes or weakness in specific industry segments, and other macroeconomic factors beyond our control which have and may continue to affect occupancy rates, capitalization rates and absorption rates. This in turn could impact the performance of tenants and borrowers. We seek to manage these risks through our underwriting due diligence and asset management processes and the solutions-oriented process described above.

Capital markets risk

We are exposed to risks related to the debt capital markets, specifically the ability to finance our business through borrowings under secured revolving repurchase facilities, secured and unsecured warehouse facilities or other debt instruments. We seek to mitigate these risks by monitoring the debt capital markets to inform our decisions on the amount, timing and terms of our borrowings.

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 months ended June 30, 2025, and through July 29, 2025, we have not received any margin calls under our Master Repurchase Facilities.

We have amended our Bank Credit Facility and Master Repurchase Facilities to adjust certain covenants (such as the tangible net worth covenant), reduce advance rates on certain financed assets, obtain margin call holidays and permitted modification flexibilities, in an effort to mitigate the risk of future compliance issues, including margin calls, under our financing arrangements.

Foreign Currency Risk

We previously had foreign currency rate exposures related to our prior foreign currency-denominated investments held by our foreign subsidiaries. Changes in foreign currency rates could have adversely affected the fair values and earning of our non-U.S. holdings. We generally mitigated this foreign currency risk by utilizing currency instruments to hedge our prior net investments in our foreign subsidiaries. The type of hedging instruments that we employed on our foreign subsidiary investments were put options.

We had no foreign exchange contracts in place at June 30, 2025. 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.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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 30, 2025, 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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—Other Information

Item 1. Legal Proceedings

The Company is not currently subject to any material legal proceedings. We anticipate that we may from time to time be involved in legal actions arising in the ordinary course of business, the outcome of which we would not expect to have a material adverse effect on our financial position, results of operations or cash flow.

Item 1A. Risk Factors

In addition to the other information in this Quarterly Report on Form 10-Q, you should carefully consider the risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, in Part I, Item 1A, Risk Factors, and in our other filings with the SEC. These factors may materially affect our business, financial condition and operating results. There have been no material changes to the risk factors relating to the Company disclosed in our Form 10-K for the year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no sales of unregistered securities of our Company during the six months ended June 30, 2025.

Purchases of Equity Securities by Issuer

The following table summarizes the repurchase of common stock for the three months ended June 30, 2025 (in thousands, except per share data):


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs(1)(2)
April 1 - 30, 2025	—	$	—	—	$	—
May 1 - 31, 2025	561	5.19		561	47,089
June 1 - 30, 2025	—	—		—	—
Total	561	$	5.19	561	$	47,089

________________________________________

(1)In April 2024, the Company’s board of directors authorized a Stock Repurchase Program under which the Company may repurchase up to $50.0 million of its outstanding Class A common stock until April 30, 2025. A new stock repurchase program was entered into in April 2025 under which the Company may repurchase up to $50.0 million of its outstanding Class A common stock until April 30, 2026.

(2)Excludes 196,000 shares which were repurchased in March 2025 under the prior stock repurchase program and settled in April 2025, in accordance with the Company’s policy.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the six months ended June 30, 2025, director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

New Tax Legislation

Effective July 4, 2025, certain changes to U.S. tax law were approved that impact us and our stockholders. Among other changes, this legislation (i) permanently extended the 20% deduction for “qualified REIT dividends” for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code of 1986, as amended (the “Code”), (ii) increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries (“TRSs”) from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of “adjusted taxable income” (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

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Impairment

In June 2025, an investment subsidiary reached a maturity default on its bond financing collateralized by the Company’s Norwegian net lease office campus. Following the maturity default, on June 19, the lenders exercised remedies and took control by equity pledge of the underlying investment subsidiary, requiring deconsolidation of the assets and liabilities from the Company’s consolidated balance sheet. The deconsolidation resulted in impairment loss of $49.3 million. The Company has no further involvement in the Norwegian net lease office campus.

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Item 6. Exhibits

EXHIBIT INDEX


Exhibit Number						Description of Exhibit
3.1						Articles of Amendment and Restatement of BrightSpire Capital, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (No. 001-38377) for the quarter ended June 30, 2021 filed on August 5, 2021)
3.2						Fifth Amended and Restated Bylaws of BrightSpire Capital, Inc., as amended (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (No. 001-38377) for the quarter ended March 31, 2023 filed on May 3, 2023)
10.1*						Amendment No. 5 to Master Repurchase and Securities Contract, dated as of April 8, 2025 by and between BrightSpire Credit 8, LLC (f/k/a CLNC Credit 8, LLC) and Wells Fargo Bank, National Association
10.2*						Amendment No. 6 to Master Repurchase and Securities Contract, dated as of June 20, 2025 by and between BrightSpire Credit 8, LLC (f/k/a CLNC Credit 8, LLC) and Wells Fargo Bank, National Association
31.1*						Certification by the Chief Executive Officer pursuant to 17 CFR 240.13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification by the Chief Financial Officer pursuant to 17 CFR 240.13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*						Certification by the Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*						Certification by the Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________

* Filed herewith

† Denotes a management contract or compensatory plan, contract or arrangement.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: July 30, 2025


BRIGHTSPIRE CAPITAL, INC.

By:						/s/ Michael J. Mazzei
						Michael J. Mazzei
						Chief Executive Officer
						(Principal Executive Officer)

By:						/s/ Frank V. Saracino
						Frank V. Saracino
						Chief Financial Officer
						(Principal Accounting Officer)

BrightSpire Capital, Inc. - Quarter Report: 2025 June (Form 10-Q)

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