BXMT 10-Q Quarterly Report Sept. 30, 2023

BLACKSTONE MORTGAGE TRUST, INC.

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bxmt-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______ TO ______

Commission File Number: 001-14788

Blackstone Mortgage Trust, Inc.

(Exact name of Registrant as specified in its charter)


Maryland			94-6181186
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

345 Park Avenue , 24th Floor

New York , New York 10154

(Address of principal executive offices)(Zip Code)

( 212 ) 655-0220

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Class A common stock,

par value $0.01 per share

BXMT

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of the registrant’s shares of class A common stock, par value $0.01 per share, outstanding as of October 18, 2023 was 172,297,559 .

TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
	Consolidated Financial Statements (Unaudited):
	Consolidated Balance Sheets as of September 3 0, 2023 and December 31, 2022	3
	Consolidated Statements of Operations for the Three and Nine Months Ended Septe mber 30, 2023 and 2022	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2023 and 2022	5
	Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2023 and 2022, June 30, 2023 and 2022, and September 30, 2023 and 2022	6
	Consolidated Statements of Cash Flows for the Ni ne Months Ended September 30, 2023 and 2022	8
	Notes to Consolidated Financial Statements	10
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	48
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	76
ITEM 4.	CONTROLS AND PROCEDURES	78
PART II.	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	79
ITEM 1A.	RISK FACTORS	79
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	79
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	79
ITEM 4.	MINE SAFETY DISCLOSURES	79
ITEM 5.	OTHER INFORMATION	79
ITEM 6.	EXHIBITS	80
SIGNATURES		81

TABLE OF CONTENTS

Website Disclosure

We use our website (www.blackstonemortgagetrust.com) as a channel of distribution of company information. The information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in addition to following our press releases, Securities and Exchange Commission, or SEC, filings and public conference calls, and webcasts. In addition, you may automatically receive email alerts and other information about Blackstone Mortgage Trust when you enroll your email address by visiting the “Contact Us and Email Alerts” section of our website at http://ir.blackstonemortgagetrust.com. The contents of our website and any alerts are not, however, a part of this report.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Blackstone Mortgage Trust, Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands, except share data)


	September 30, 2023		December 31, 2022
Assets
Cash and cash equivalents	$	421,495	$	291,340
Loans receivable	23,715,901		25,017,880
Current expected credit loss reserve	( 463,423 )		( 326,137 )
Loans receivable, net	23,252,478		24,691,743
Other assets	369,446		370,902
Total Assets	$	24,043,419	$	25,353,985
Liabilities and Equity
Secured debt, net	$	12,793,344	$	13,528,164
Securitized debt obligations, net	2,509,254		2,664,010
Asset-specific debt, net	930,757		942,503
Loan participations sold, net	275,184		224,232
Term loans, net	2,104,824		2,114,549
Senior secured notes, net	362,981		395,166
Convertible notes, net	295,527		514,257
Other liabilities	278,027		426,904
Total Liabilities	19,549,898		20,809,785
Commitments and contingencies	—		—
Equity
Class A common stock, $ 0.01 par value, 400,000,000 shares authorized, 172,296,051 and 171,695,985 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	1,723		1,717
Additional paid-in capital	5,499,491		5,475,804
Accumulated other comprehensive income	10,606		10,022
Accumulated deficit	( 1,040,950 )		( 968,749 )
Total Blackstone Mortgage Trust, Inc. stockholders’ equity	4,470,870		4,518,794
Non-controlling interests	22,651		25,406
Total Equity	4,493,521		4,544,200
Total Liabilities and Equity	$	24,043,419	$	25,353,985

Note: The consolidated balance sheets as of September 30, 2023 and December 31, 2022 include assets of consolidated variable interest entities, or VIEs, that can only be used to settle obligations of each respective VIE, and liabilities of consolidated VIEs for which creditors do not have recourse to Blackstone Mortgage Trust, Inc. As of September 30, 2023 and December 31, 2022, assets of the consolidated VIEs totaled $ 3.0 billion and $ 3.2 billion, respectively and liabilities of the consolidated VIEs totaled $ 2.5 billion and $ 2.7 billion, respectively. Refer to Note 18 for additional discussion of the VIEs.

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Income from loans and other investments
Interest and related income	$	519,342	$	358,557	$	1,532,618	$	876,676
Less: Interest and related expenses	353,972		202,375		1,015,718		439,708
Income from loans and other investments, net	165,370		156,182		516,900		436,968
Other expenses
Management and incentive fees	28,882		25,911		92,747		76,462
General and administrative expenses	12,001		12,932		37,888		37,701
Total other expenses	40,883		38,843		130,635		114,163
Increase in current expected credit loss reserve	( 96,900 )		( 12,248 )		( 134,530 )		( 22,694 )
Gain on extinguishment of debt	4,541		—		4,541		—
Income before income taxes	32,128		105,091		256,276		300,111
Income tax provision	1,568		1,172		4,663		2,064
Net income	30,560		103,919		251,613		298,047
Net income attributable to non-controlling interests	( 1,036 )		( 673 )		( 2,681 )		( 1,864 )
Net income attributable to Blackstone Mortgage Trust, Inc.	$	29,524	$	103,246	$	248,932	$	296,183

Net income per share of common stock
Basic	$	0.17	$	0.60	$	1.44	$	1.74
Diluted	$	0.17	$	0.59	$	1.44	$	1.71
Weighted-average shares of common stock outstanding
Basic	172,648,118		170,971,874		172,620,799		170,303,470
Diluted	172,648,118		185,316,078		180,891,859		182,011,842

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	30,560	$	103,919	$	251,613	$	298,047
Other comprehensive (loss) income
Unrealized loss on foreign currency translation	( 71,782 )		( 158,097 )		( 21,455 )		( 333,526 )
Realized and unrealized gain on derivative financial instruments	71,648		154,849		22,039		329,048
Other comprehensive (loss) income	( 134 )		( 3,248 )		584		( 4,478 )
Comprehensive income	30,426		100,671		252,197		293,569
Comprehensive income attributable to non-controlling interests	( 1,036 )		( 673 )		( 2,681 )		( 1,864 )
Comprehensive income attributable to Blackstone Mortgage Trust, Inc.	$	29,390	$	99,998	$	249,516	$	291,705

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Changes in Equity (Unaudited)

(in thousands)


	Blackstone Mortgage Trust, Inc.
	Class A Common Stock		Additional Paid- In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Stockholders’ Equity		Non-Controlling Interests		Total Equity
Balance at December 31, 2022	$	1,717	$	5,475,804	$	10,022	$	( 968,749 )	$	4,518,794	$	25,406	$	4,544,200

Restricted class A common stock earned	6		7,486		—		—		7,492		—		7,492
Dividends reinvested	—		287		—		—		287		—		287
Deferred directors’ compensation	—		163		—		—		163		—		163
Net income	—		—		—		117,757		117,757		799		118,556
Other comprehensive loss	—		—		( 2,194 )		—		( 2,194 )		—		( 2,194 )
Dividends declared on common stock and deferred stock units, $ 0.62 per share	—		—		—		( 107,072 )		( 107,072 )		—		( 107,072 )

Distributions to non-controlling interests	—		—		—		—		—		( 733 )		( 733 )
Balance at March 31, 2023	$	1,723	$	5,483,740	$	7,828	$	( 958,064 )	$	4,535,227	$	25,472	$	4,560,699


Restricted class A common stock earned	—		7,492		—		—		7,492		—		7,492
Dividends reinvested	—		235		—		—		235		—		235
Deferred directors’ compensation	—		173		—		—		173		—		173
Net income	—		—		—		101,651		101,651		846		102,497
Other comprehensive income	—		—		2,912		—		2,912		—		2,912
Dividends declared on common stock and deferred stock units, $ 0.62 per share	—		—		—		( 107,028 )		( 107,028 )		—		( 107,028 )

Distributions to non-controlling interests	—		—		—		—		—		( 791 )		( 791 )
Balance at June 30, 2023	$	1,723	$	5,491,640	$	10,740	$	( 963,441 )	$	4,540,662	$	25,527	$	4,566,189


Restricted class A common stock earned	—		7,434		—		—		7,434		—		7,434
Dividends reinvested	—		245		—		—		245		—		245
Deferred directors’ compensation	—		172		—		—		172		—		172
Net income	—		—		—		29,524		29,524		1,036		30,560
Other comprehensive loss	—		—		( 134 )		—		( 134 )		—		( 134 )
Dividends declared on common stock and deferred stock units, $ 0.62 per share	—		—		—		( 107,033 )		( 107,033 )		—		( 107,033 )

Distributions to non-controlling interests	—		—		—		—		—		( 3,912 )		( 3,912 )
Balance at September 30, 2023	$	1,723	$	5,499,491	$	10,606	$	( 1,040,950 )	$	4,470,870	$	22,651	$	4,493,521

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Changes in Equity (Unaudited)

(in thousands)


	Blackstone Mortgage Trust, Inc.
	Class A Common Stock		Additional Paid- In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Stockholders’ Equity		Non-Controlling Interests		Total Equity
Balance at December 31, 2021	$	1,682	$	5,373,029	$	8,308	$	( 794,832 )	$	4,588,187	$	30,524	$	4,618,711
Adoption of ASU 2020-06, See Note 2	—		( 2,431 )		—		1,954		( 477 )		—		( 477 )
Shares of class A common stock issued, net	16		52,138		—		—		52,154		—		52,154
Restricted class A common stock earned	5		8,472		—		—		8,477		—		8,477
Dividends reinvested	—		246		—		—		246		—		246
Deferred directors’ compensation	—		173		—		—		173		—		173
Net income	—		—		—		99,687		99,687		576		100,263
Other comprehensive income	—		—		292		—		292		—		292
Dividends declared on common stock and deferred stock units, $ 0.62 per share	—		—		—		( 105,801 )		( 105,801 )		—		( 105,801 )
Contributions from non-controlling interests	—		—		—		—		—		5,040		5,040
Distributions to non-controlling interests	—		—		—		—		—		( 9,241 )		( 9,241 )
Balance at March 31, 2022	$	1,703	$	5,431,627	$	8,600	$	( 798,992 )	$	4,642,938	$	26,899	$	4,669,837
Restricted class A common stock earned	—		8,245		—		—		8,245		—		8,245
Dividends reinvested	—		319		—		—		319		—		319
Deferred directors’ compensation	—		173		—		—		173		—		173
Net income	—		—		—		93,250		93,250		615		93,865
Other comprehensive loss	—		—		( 1,522 )		—		( 1,522 )		—		( 1,522 )
Dividends declared on common stock and deferred stock units, $ 0.62 per share	—		—		—		( 105,812 )		( 105,812 )		—		( 105,812 )

Distributions to non-controlling interests	—		—		—		—		—		( 2,118 )		( 2,118 )
Balance at June 30, 2022	$	1,703	$	5,440,364	$	7,078	$	( 811,554 )	$	4,637,591	$	25,396	$	4,662,987
Shares of class A common stock issued, net	6		18,490		$	—	$	—	18,496		$	—	$	18,496
Restricted class A common stock earned	—		8,046		—		—		8,046		—		8,046
Dividends reinvested	—		299		—		—		299		—		299
Deferred directors’ compensation	—		173		—		—		173		—		173
Net income	—		—		—		103,246		103,246		673		103,919
Other comprehensive loss	—		—		( 3,248 )		—		( 3,248 )		—		( 3,248 )
Dividends declared on common stock and deferred stock units, $ 0.62 per share	—		—		—		( 106,197 )		( 106,197 )		—		( 106,197 )

Distributions to non-controlling interests	—		—		—		—		—		( 568 )		( 568 )
Balance at September 30, 2022	$	1,709	$	5,467,372	$	3,830	$	( 814,505 )	$	4,658,406	$	25,501	$	4,683,907

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities
Net income	$	251,613	$	298,047
Adjustments to reconcile net income to net cash provided by operating activities

Non-cash compensation expense	22,926		25,286
Amortization of deferred fees on loans and debt securities	( 60,333 )		( 59,285 )
Amortization of deferred financing costs and premiums/discounts on debt obligations	42,620		35,455
Increase in current expected credit loss reserve	134,530		22,694
Gain on extinguishment of debt	( 4,541 )		—
Unrealized gain on assets denominated in foreign currencies, net	—		( 31 )
Unrealized loss (gain) on derivative financial instruments, net	3,195		( 3,227 )
Realized gain on derivative financial instruments, net	( 23,800 )		( 8,418 )
Changes in assets and liabilities, net
Other assets	( 931 )		( 72,769 )
Other liabilities	( 16,226 )		28,858
Net cash provided by operating activities	349,053		266,610
Cash flows from investing activities
Principal fundings of loans receivable	( 1,068,853 )		( 6,210,880 )
Principal collections, sales proceeds, and cost-recovery proceeds from loans receivable and debt securities	2,325,690		2,670,902
Origination and other fees received on loans receivable	11,046		67,950
Payments under derivative financial instruments	( 224,367 )		( 7,385 )
Receipts under derivative financial instruments	40,466		279,343
Collateral deposited under derivative agreements	( 230,620 )		( 56,330 )
Return of collateral deposited under derivative agreements	333,730		56,330
Net cash provided by (used in) investing activities	1,187,092		( 3,200,070 )

continued…

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


	Nine Months Ended September 30,
	2023		2022
Cash flows from financing activities
Borrowings under secured debt	$	1,490,503	$	4,857,829
Repayments under secured debt	( 2,162,706 )		( 3,090,429 )

Repayments of securitized debt obligations	( 161,030 )		—
Borrowings under asset-specific debt	223,357		654,578
Repayments under asset-specific debt	( 239,037 )		( 78,659 )
Proceeds from sale of loan participations	50,692		245,278

Net proceeds from term loan borrowings	—		492,500
Repayments of term loans	( 16,497 )		( 11,554 )

Repurchases of senior secured notes	( 28,525 )		—
Net proceeds from issuance of convertible notes	—		294,000
Repayment of convertible notes	( 220,000 )		( 402,500 )
Payment of deferred financing costs	( 18,680 )		( 37,747 )
Contributions from non-controlling interests	—		5,040
Distributions to non-controlling interests	( 5,436 )		( 11,927 )
Net proceeds from issuance of class A common stock	—		70,651
Dividends paid on class A common stock	( 320,104 )		( 315,430 )
Net cash (used in) provided by financing activities	( 1,407,463 )		2,671,630
Net increase (decrease) in cash and cash equivalents	128,682		( 261,830 )
Cash and cash equivalents at beginning of period	291,340		551,154
Effects of currency translation on cash and cash equivalents	1,473		( 17,425 )
Cash and cash equivalents at end of period	$	421,495	$	271,899
Supplemental disclosure of cash flows information
Payments of interest	$	( 981,945 )	$	( 374,646 )
Payments of income taxes	$	( 5,228 )	$	( 730 )
Supplemental disclosure of non-cash investing and financing activities
Dividends declared, not paid	$	( 106,824 )	$	( 105,956 )

Loan principal payments held by servicer, net	$	12,713	$	1,902

See accompanying notes to consolidated financial statements.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (Unaudited)

1. ORGANIZATION

References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us” or “our” refer to Blackstone Mortgage Trust, Inc., a Maryland corporation, and its subsidiaries unless the context specifically requires otherwise.

Blackstone Mortgage Trust is a real estate finance company that originates senior loans collateralized by commercial real estate in North America, Europe, and Australia. Our portfolio is composed primarily of loans secured by high-quality, institutional assets in major markets, sponsored by experienced, well-capitalized real estate investment owners and operators. These senior loans are capitalized by accessing a variety of financing options, including borrowing under our credit facilities, issuing CLOs or single-asset securitizations, and syndicating senior loan participations, depending on our view of the most prudent financing option available for each of our investments. We are not in the business of buying or trading securities, and the only securities we own are the retained interests from our securitization financing transactions, which we have not financed. We are externally managed by BXMT Advisors L.L.C., or our Manager, a subsidiary of Blackstone Inc., or Blackstone, and are a real estate investment trust, or REIT, traded on the New York Stock Exchange, or NYSE, under the symbol “BXMT.” Our principal executive offices are located at 345 Park Avenue, 24th Floor, New York, New York 10154.

We conduct our operations as a REIT for U.S. federal income tax purposes. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders and maintain our qualification as a REIT. We also operate our business in a manner that permits us to maintain an exclusion from registration under the Investment Company Act of 1940, as amended. We are organized as a holding company and conduct our business primarily through our various subsidiaries.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. The consolidated financial statements, including the notes thereto, are unaudited and exclude some of the disclosures required in audited financial statements. We believe we have made all necessary adjustments, consisting of only normal recurring items, so that the consolidated financial statements are presented fairly and that estimates made in preparing our consolidated financial statements are reasonable and prudent. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission, or the SEC.

Basis of Presentation

The accompanying consolidated financial statements include, on a consolidated basis, our accounts, the accounts of our wholly-owned subsidiaries, majority-owned subsidiaries, and variable interest entities, or VIEs, of which we are the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

Certain reclassifications have been made in the presentation of the prior period statements of changes in equity related to restricted class A common stock and in the loans receivable disclosures related to risk ratings, property type, and geography in Note 3 to conform to the current period presentation.

Principles of Consolidation

We consolidate all entities that we control through either majority ownership or voting rights. In addition, we consolidate all VIEs of which we are considered the primary beneficiary. VIEs are defined as entities in which equity investors (i) do not have an interest with the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is known as its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE.

In 2017, we entered into a joint venture, or our Multifamily Joint Venture, with Walker & Dunlop Inc. to originate, hold, and finance multifamily bridge loans. Pursuant to the terms of the agreements governing the joint venture, Walker &

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Notes to Consolidated Financial Statements (continued) (Unaudited)

Dunlop contributed 15 % of the venture’s equity capital and we contributed 85 %. We consolidate the Multifamily Joint Venture as we have a controlling financial interest. The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are owned by Walker & Dunlop. A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on Walker & Dunlop’s pro rata ownership of our Multifamily Joint Venture.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may ultimately differ materially from those estimates.

Revenue Recognition

Interest income from our loans receivable portfolio is recognized over the life of each investment using the effective interest method and is recorded on the accrual basis. Recognition of fees, premiums, and discounts associated with these investments is deferred and recorded over the term of the loan as an adjustment to yield. Income accrual is generally suspended for loans at the earlier of the date at which payments become 90 days past due or when, in our opinion, recovery of income and principal becomes doubtful. Interest received is then recorded as income or as a reduction in the amortized cost basis, based on the specific facts and circumstances, until accrual is resumed when the loan becomes contractually current and performance is demonstrated to be resumed. In addition, for loans we originate, the related origination expenses are deferred and recognized as a reduction to interest income, however expenses related to loans we acquire are included in general and administrative expenses as incurred.

Cash and Cash Equivalents

Cash and cash equivalents represent cash held in banks and liquid investments with original maturities of three months or less. We may have bank balances in excess of federally insured amounts; however, we deposit our cash and cash equivalents with high credit-quality institutions to minimize credit risk exposure. We have not experienced, and do not expect, any losses on our cash or cash equivalents. As of both September 30, 2023 and December 31, 2022, we had no restricted cash on our consolidated balance sheets.

Through our subsidiaries, we have oversight of certain servicing accounts held with third-party servicers, or Servicing Accounts, which relate to borrower escrows and other cash balances aggregating $ 634.7 million and $ 459.6 million as of September 30, 2023 and December 31, 2022, respectively. This cash is maintained in segregated bank accounts, and these amounts are not included in the assets and liabilities presented in our consolidated balance sheets. Cash in these Servicing Accounts will be transferred by the respective third-party servicer to the borrower or us under the terms of the applicable loan agreement upon occurrence of certain future events. We do not generate any revenue or incur any expenses as a result of these Servicing Accounts.

Loans Receivable

We originate and purchase commercial real estate debt and related instruments generally to be held as long-term investments at amortized cost.

Current Expected Credit Losses Reserve

The current expected credit loss, or CECL, reserve required under the Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 326 “Financial Instruments – Credit Losses,” or ASC 326, reflects our current estimate of potential credit losses related to our loans included in our consolidated balance sheets. Changes to the CECL reserve are recognized through net income on our consolidated statements of operations. While ASC 326 does not require any particular method for determining the CECL reserve, it does specify the reserve should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan. In addition, other than a few narrow exceptions, ASC 326 requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the GAAP principal underlying the CECL model that all loans and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.

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Notes to Consolidated Financial Statements (continued) (Unaudited)

We estimate our CECL reserve primarily using the Weighted-Average Remaining Maturity, or WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in FASB Staff Q&A Topic 326, No. 1. The WARM method requires us to reference historic loan loss data across a comparable data set and apply such loss rate to each of our loans over their expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. We apply the WARM method for the majority of our loan portfolio, which consists of loans that share similar risk characteristics. In certain instances, for loans with unique risk characteristics, we may instead use a probability-weighted model that considers the likelihood of default and expected loss given default for each such individual loan.

Application of the WARM method to estimate a CECL reserve requires judgment, including (i) the appropriate historical loan loss reference data, (ii) the expected timing and amount of future loan fundings and repayments, and (iii) the current credit quality of our portfolio and our expectations of performance and market conditions over the relevant time period. To estimate the historic loan losses relevant to our portfolio, we have augmented our historical loan performance, with market loan loss data licensed from Trepp LLC. This database includes commercial mortgage-backed securities, or CMBS, issued since January 1, 1999 through August 31, 2023. Within this database, we focused our historical loss reference calculations on the most relevant subset of available CMBS data, which we determined based on loan metrics that are most comparable to our loan portfolio including asset type, geography, and origination loan-to-value, or LTV. We believe this CMBS data, which includes month-over-month loan and property performance, is the most relevant, available, and comparable dataset to our portfolio.

Our loans typically include commitments to fund incremental proceeds to our borrowers over the life of the loan. These future funding commitments are also subject to the CECL model. The CECL reserve related to future loan fundings is recorded as a component of other liabilities on our consolidated balance sheets. This CECL reserve is estimated using the same process outlined above for our outstanding loan balances, and changes in this component of the CECL reserve will similarly impact our consolidated net income. For both the funded and unfunded portions of our loans, we consider our internal risk rating of each loan as the primary credit quality indicator underlying our assessment.

The CECL reserve is measured on a collective basis wherever similar risk characteristics exist within a pool of similar assets. We have identified the following pools and measure the reserve for credit losses using the following methods:

• U.S. Loans : WARM method that incorporates a subset of historical loss data, expected weighted-average remaining maturity of our loan pool, and an economic view.

• Non-U.S. Loans : WARM method that incorporates a subset of historical loss data, expected weighted-average remaining maturity of our loan pool, and an economic view.

• Unique Loans : a probability of default and loss given default model, assessed on an individual basis.

• Impaired Loans : impairment is indicated when it is deemed probable that we will not be able to collect all amounts due to us pursuant to the contractual terms of the loan. Determining that a loan is impaired requires significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to be impaired, we record the impairment as a component of our CECL reserve by applying the practical expedient for collateral dependent loans. The CECL reserve is assessed on an individual basis for these loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors. Actual losses, if any, could ultimately differ materially from these estimates. We only expect to charge-off the impairment losses if and when such amounts are deemed nonrecoverable. This is generally at the time a loan is repaid or foreclosed. However, non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected.

Contractual Term and Unfunded Loan Commitments

Expected credit losses are estimated over the contractual term of each loan, adjusted for expected repayments. As part of our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for purposes of computing our CECL reserve.

Additionally, the expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments. The CECL reserve for unfunded loan commitments is adjusted quarterly, as we consider the expected timing of future funding obligations over the estimated life of the loan. The considerations in

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Notes to Consolidated Financial Statements (continued) (Unaudited)

estimating our CECL reserve for unfunded loan commitments are similar to those used for the related outstanding loans receivable.

Credit Quality Indicator

Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve. We perform a quarterly risk review of our portfolio of loans, and assign each loan a risk rating based on a variety of factors, including, without limitation, origination LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship. Based on a 5-point scale, our loans are rated “l” through “5,” from less risk to greater risk, relative to our loan portfolio in the aggregate, which ratings are defined as follows:

1 - Very Low Risk

2 - Low Risk

3 - Medium Risk

4 - High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss.

5 - Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.

Estimation of Economic Conditions

In addition to the WARM method computations and probability-weighted models described above, our CECL reserve is also adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, expectations of inflation and/or recession, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term. In addition to the CMBS data we have licensed from Trepp LLC, we have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on our loan portfolio’s performance. We generally also incorporate information from other sources, including information and opinions available to our Manager, to further inform these estimations. This process requires significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of September 30, 2023.

Derivative Financial Instruments

We classify all derivative financial instruments as either other assets or other liabilities on our consolidated balance sheets at fair value.

On the date we enter into a derivative contract, we designate each contract as (i) a hedge of a net investment in a foreign operation, or net investment hedge, (ii) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability, or cash flow hedge, (iii) a hedge of a recognized asset or liability, or fair value hedge, or (iv) a derivative instrument not to be designated as a hedging derivative, or non-designated hedge. For all derivatives other than those designated as non-designated hedges, we formally document our hedge relationships and designation at the contract’s inception. This documentation includes the identification of the hedging instruments and the hedged items, its risk management objectives, strategy for undertaking the hedge transaction and our evaluation of the effectiveness of its hedged transaction.

On a quarterly basis, we also formally assess whether the derivative we designated in each hedging relationship is expected to be, and has been, highly effective in offsetting changes in the value or cash flows of the hedged items. If it is determined that a derivative is not highly effective at hedging the designated exposure, hedge accounting is discontinued and the changes in fair value of the instrument are included in net income prospectively. Our net investment hedges are assessed using a method based on changes in spot exchange rates. Gains and losses, representing hedge components excluded from the assessment of effectiveness, are recognized in interest income on our consolidated statements of operations over the contractual term of our net investment hedges on a systematic and rational basis, as documented at hedge inception in accordance with our accounting policy election. All other changes in the fair value of our derivative instruments that qualify as hedges are reported as a component of accumulated other comprehensive income (loss) on our consolidated financial statements. Deferred gains and losses are reclassified out of accumulated other comprehensive income (loss) and into net income in the same period or periods during which the hedged transaction affects earnings, and are presented in the

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Notes to Consolidated Financial Statements (continued) (Unaudited)

same line item as the earnings effect of the hedged item. For cash flow hedges, this is typically when the periodic swap settlements are made, while for net investment hedges, this occurs when the hedged item is sold or substantially liquidated. To the extent a derivative does not qualify for hedge accounting and is deemed a non-designated hedge, the changes in its fair value are included in net income concurrently.

Proceeds or payments from periodic settlements of derivative instruments are classified on our consolidated statement of cash flows in the same section as the underlying hedged item.

Secured Debt and Asset-Specific Debt

We record investments financed with secured debt or asset-specific debt as separate assets and the related borrowings under any secured debt or asset-specific debt are recorded as separate liabilities on our consolidated balance sheets. Interest income earned on the investments and interest expense incurred on the secured debt or asset-specific debt are reported separately on our consolidated statements of operations.

Loan Participations Sold

In certain instances, we have executed a syndication of a non-recourse loan interest to a third-party. Depending on the particular structure of the syndication, the loan interest may remain on our GAAP balance sheet or, in other cases, the sale will be recognized and the loan interest will no longer be included in our consolidated financial statements. When these sales are not recognized under GAAP we reflect the transaction by recording a loan participation sold liability on our consolidated balance sheet, however this gross presentation does not impact stockholders’ equity or net income. When the sales are recognized, our balance sheet only includes our remaining loan interest, and excludes the interest in the loan that we sold.

Term Loans

We record our term loans as liabilities on our consolidated balance sheets. Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the term loans as additional non-cash interest expense.

Senior Secured Notes

We record our senior secured notes as liabilities on our consolidated balance sheets. Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the senior secured notes as additional non-cash interest expense.

Convertible Notes

Convertible note proceeds, unless issued with a substantial premium or an embedded conversion feature, are classified as debt. Additionally, shares issuable under our convertible notes are included in diluted earnings per share in our consolidated financial statements, if the effect is dilutive, using the if-converted method, regardless of settlement intent. Where applicable, any issue discount or transaction expenses are deferred and amortized through the maturity date of the convertible notes as additional non-cash interest expense.

Deferred Financing Costs

The deferred financing costs that are included as a reduction in the net book value of the related liability on our consolidated balance sheets include issuance and other costs related to our debt obligations. These costs are amortized as interest expense using the effective interest method over the life of the related obligations.

Underwriting Commissions and Offering Costs

Underwriting commissions and offering costs incurred in connection with common stock offerings are reflected as a reduction of additional paid-in capital. Costs incurred that are not directly associated with the completion of a common stock offering are expensed when incurred.

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Notes to Consolidated Financial Statements (continued) (Unaudited)

Fair Value of Financial Instruments

The “Fair Value Measurements and Disclosures” Topic o f the FASB, or ASC 820, defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements under GAAP. Specifically, this guidance defines fair value based on exit price, or the price that would be received upon the sale of an asset or the transfer of a liability in an orderly transaction between market participants at the measurement date.

ASC 820 also establishes a fair value hierarchy that prioritizes and ranks the level of market price observability used in measuring financial instruments. Market price observability is affected by a number of factors, including the type of financial instrument, the characteristics specific to the financial instrument, and the state of the marketplace, including the existence and transparency of transactions between market participants. Financial instruments with readily available quoted prices in active markets generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.

Financial instruments measured and reported at fair value are classified and disclosed based on the observability of inputs used in the determination, as follows:

• Level 1: Generally includes only unadjusted quoted prices that are available in active markets for identical financial instruments as of the reporting date.

• Level 2: Pricing inputs include quoted prices in active markets for similar instruments, quoted prices in less active or inactive markets for identical or similar instruments where multiple price quotes can be obtained, and other observable inputs, such as interest rates, yield curves, credit risks, and default rates.

• Level 3: Pricing inputs are unobservable for the financial instruments and include situations where there is little, if any, market activity for the financial instrument. These inputs require significant judgment or estimation by management of third-parties when determining fair value and generally represent anything that does not meet the criteria of Levels 1 and 2.

Certain of our other assets are reported at fair value, as of quarter-end, either (i) on a recurring basis or (ii) on a nonrecurring basis, as a result of impairment or other events. Our assets that are recorded at fair value are discussed further in Note 17. We generally value our assets recorded at fair value by either (i) discounting expected cash flows based on assumptions regarding the collection of principal and interest and estimated market rates, or (ii) obtaining assessments from third-parties. For collateral-dependent loans that are identified as impaired, we measure impairment by comparing our estimation of the fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors.

As of September 30, 2023, we had an aggregate $ 322.6 million asset-specific CECL reserve related to ten of our loans receivable with an aggregate amortized cost basis of $ 1.4 billion, net of cost-recovery proceeds. The CECL reserve was recorded based on our estimation of the fair value of the loans' aggregate underlying collateral as of September 30, 2023. These loans receivable are therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and are classified as Level 3 assets in the fair value hierarchy. We estimated the fair value of these loans receivable by considering a variety of inputs including property performance, market data, and comparable sales, as applicable. The significant unobservable inputs used include the exit capitalization rate assumption used to forecast the future sale price of the underlying real estate collateral, which ranged from 5.25 % to 7.80 %, and the unlevered discount rate, which ranged from 7.28 % to 10.00 %.

We are also required by GAAP to disclose fair value information about financial instruments, which are not otherwise reported at fair value in our consolidated balance sheet, to the extent it is practicable to estimate a fair value for those instruments. These disclosure requirements exclude certain financial instruments and all non-financial instruments.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments, for which it is practicable to estimate that value:

• Cash and cash equivalents: The carrying amount of cash and cash equivalents approximates fair value.

• Loans receivable, net: The fair values of these loans were estimated using a discounted cash flow methodology, taking into consideration various factors including capitalization rates, discount rates, leasing, credit worthiness of

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Notes to Consolidated Financial Statements (continued) (Unaudited)

major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors.

• Derivative financial instruments: The fair value of our foreign currency and interest rate contracts was estimated using advice from a third-party derivative specialist, based on contractual cash flows and observable inputs comprising foreign currency rates and credit spreads.

• Secured debt, net: The fair value of these instruments was estimated based on the rate at which a similar credit facility would currently be priced.

• Securitized debt obligations, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.

• Asset-specific debt, net: The fair value of these instruments was estimated based on the rate at which a similar agreement would currently be priced.

• Loan participations sold, net: The fair value of these instruments was estimated based on the value of the related loan receivable asset.

• Term loans, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.

• Senior secured notes, net: The fair value of these instruments was estimated by utilizing third-party pricing service providers. In determining the value of a particular investment, pricing service providers may use broker-dealer quotations, reported trades, or valuation estimates from their internal pricing models to determine the reported price.

• Convertible notes, net: Each series of the convertible notes is actively traded and their fair values were obtained using quoted market prices.

Income Taxes

Our financial results generally do not reflect provisions for current or deferred income taxes on our REIT taxable income. We believe that we operate in a manner that will continue to allow us to be taxed as a REIT and, as a result, we generally do not expect to pay substantial corporate level taxes other than those payable by our taxable REIT subsidiaries. If we were to fail to meet these requirements, we may be subject to federal, state, and local income tax on current and past income, and penalties. Refer to Note 15 for additional information.

Stock-Based Compensation

Our stock-based compensation consists of awards issued to our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors that vest over the life of the awards, as well as deferred stock units issued to certain members of our board of directors. Stock-based compensation expense is recognized for these awards in net income on a variable basis over the applicable vesting period of the awards, based on the value of our class A common stock. Refer to Note 16 for additional information.

Earnings per Share

Basic earnings per share, or Basic EPS, is computed in accordance with the two-class method and is based on (i) the net earnings allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common stock and deferred stock units outstanding during the period. Our restricted class A common stock is considered a participating security, as defined by GAAP, and has been included in our Basic EPS under the two-class method as these restricted shares have the same rights as our other shares of class A common stock, including participating in any gains or losses.

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Notes to Consolidated Financial Statements (continued) (Unaudited)

Diluted earnings per share, or Diluted EPS, is determined using the if-converted method, and is based on (i) the net earnings, adjusted for interest expense incurred on our convertible notes during the relevant period, net of incentive fees, allocable to our class A common stock, including restricted class A common stock and deferred stock units, divided by (ii) the weighted-average number of shares of our class A common stock, including restricted class A common stock, deferred stock units, and shares of class A common stock issuable under our convertible notes. Refer to Note 13 for additional discussion of earnings per share.

Foreign Currency

In the normal course of business, we enter into transactions not denominated in United States, or U.S., dollars. Foreign exchange gains and losses arising on such transactions are recorded as a gain or loss in our consolidated statements of operations. In addition, we consolidate entities that have a non-U.S. dollar functional currency. Non-U.S. dollar denominated assets and liabilities are translated to U.S. dollars at the exchange rate prevailing at the reporting date and income, expenses, gains, and losses are translated at the average exchange rate over the applicable period. Cumulative translation adjustments arising from the translation of non-U.S. dollar denominated subsidiaries are recorded in other comprehensive income (loss).

Recent Accounting Pronouncements

In March 2022, the FASB issued Accounting Standards Update, or ASU, 2022-02 “Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures,” or ASU 2022-02. ASU 2022-02 eliminates the accounting guidance for troubled debt restructurings and requires disclosure of current-period gross write-offs by year of loan origination. Additionally, ASU 2022-02 updates the accounting for credit losses under ASC 326 and adds enhanced disclosures with respect to loan refinancings and restructurings in the form of principal forgiveness, interest rate concessions, other-than-insignificant payment delays, or term extensions when the borrower is experiencing financial difficulties. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The amendments should be applied prospectively, however for the recognition and measurement of troubled debt restructurings, the entity has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings in the period of adoption. The adoption of ASU 2022-02 on January 1, 2023 did not have a material impact on our consolidated financial statements.

Reference Rate Reform

LIBOR and certain other floating rate benchmark indices have been the subject of national, international and regulatory guidance and proposals for reform or replacement. The Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee composed of large U.S. financial institutions, identified SOFR, an index calculated using short-term repurchase agreements backed by U.S. Treasury securities, as its preferred alternative rate for USD LIBOR. As of September 30, 2023, one-month term SOFR is utilized as the floating benchmark rate on all of our floating rate U.S. dollar loans and related financings. Additionally, market participants have continued to transition from GBP LIBOR to the Sterling Overnight Index Average, or SONIA, in line with guidance from the U.K. regulators. As of September 30, 2023, daily compounded SONIA is utilized as the floating benchmark rate for all of our floating rate British Pound Sterling loans and related financings. As of September 30, 2023, all of our floating rate loans and related financings have transitioned to the applicable replacement benchmark rate, or reference a benchmark rate that is not expected to be replaced.

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Notes to Consolidated Financial Statements (continued) (Unaudited)

3. LOANS RECEIVABLE, NET

The following table details overall statistics for our loans receivable portfolio ($ in thousands):


	September 30, 2023			December 31, 2022
Number of loans	185			203
Principal balance	$	23,849,497		$	25,160,343
Net book value	$	23,252,478		$	24,691,743
Unfunded loan commitments (1)	$	2,671,851		$	3,806,153
Weighted-average cash coupon (2)	+ 3.43		%	+ 3.44		%
Weighted-average all-in yield (2)	+ 3.77		%	+ 3.84		%
Weighted-average maximum maturity (years) (3)	2.6			3.1

(1) Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date.

(2) The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, USD LIBOR, SONIA, EURIBOR, and other indices, as applicable to each loan. As of September 30, 2023 99 % of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR, and the remaining 1 % of our loans earned a fixed rate of interest. As of December 31, 2022, substantially all of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR and USD LIBOR. Floating rate exposure includes an interest rate swap with a notional amount of $ 229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery method.

(3) Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date. As of September 30, 2023, 18 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 82 % were open to repayment by the borrower without penalty. As of December 31, 2022, 50 % of our loans by principal balance were subject to yield maintenance or other prepayment restrictions and 50 % were open to repayment by the borrower without penalty.

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Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the index rate floors for our loans receivable portfolio as of September 30, 2023 ($ in thousands):


	Loans Receivable Principal Balance
Index Rate Floors	USD		Non-USD (1)		Total
Fixed Rate	$	326,972	$	—	$	326,972
0.00% or no floor (2)	4,452,986		6,968,770		11,421,756
0.01% to 1.00% floor	7,651,125		803,299		8,454,424
1.01% to 1.50% floor	1,305,951		153,906		1,459,857
1.51% to 2.00% floor	694,857		234,344		929,201
2.01% or more floor	1,257,287		—		1,257,287
Total (3)	$	15,689,178	$	8,160,319	$	23,849,497

(1) Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Swiss Franc, and Danish Krone currencies.

(2) Includes an interest rate swap with a notional amount of $ 229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure.

(3) As of September 30, 2023, the weighted-average index rate floor of our loans receivable principal balance was 0.42 %. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 0.78 %.

Activity relating to our loans receivable portfolio was as follows ($ in thousands):


	Principal Balance		Deferred Fees / Other Items (1)		Net Book Value







Loans Receivable, as of December 31, 2022	$	25,160,343	$	( 142,463 )	$	25,017,880
Loan fundings	1,068,853		—		1,068,853
Loan repayments, sales, and cost-recovery proceeds	( 2,280,034 )		( 40,733 )		( 2,320,767 )


Unrealized (loss) gain on foreign currency translation	( 99,665 )		313		( 99,352 )
Deferred fees and other items	—		( 11,046 )		( 11,046 )
Amortization of fees and other items	—		60,333		60,333
Loans Receivable, as of September 30, 2023	$	23,849,497	$	( 133,596 )	$	23,715,901
CECL reserve					( 463,423 )
Loans Receivable, net, as of September 30, 2023					$	23,252,478

(1) Other items primarily consist of purchase and sale discounts or premiums, exit fees, deferred origination expenses, and cost-recovery proceeds.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The tables below detail the property type and geographic distribution of the properties securing the loans in our portfolio ($ in thousands):


September 30, 2023
Property Type	Number of Loans	Net Book Value		Total Loan Exposure (1)		Net Loan Exposure (2)		Net Loan Exposure Percentage of Portfolio
Office	57	$	9,206,553	$	10,016,113	$	8,006,364	36 %
Multifamily	74	5,908,559		6,068,116		5,855,896		26
Hospitality	25	4,184,422		4,219,762		3,891,569		17
Industrial	12	2,121,085		2,133,209		2,124,686		10
Retail	7	842,100		859,681		830,697		4
Life Sciences / Studio	4	373,818		535,148		373,853		2
Other	6	1,079,364		1,080,847		1,051,144		5
Total loans receivable	185	$	23,715,901	$	24,912,876	$	22,134,209	100 %
CECL reserve		( 463,423 )
Loans receivable, net		$	23,252,478

Geographic Location	Number of Loans	Net Book Value		Total Loan Exposure (1)		Net Loan Exposure (2)		Net Loan Exposure Percentage of Portfolio
United States
Sunbelt	67	$	5,811,609	$	5,971,930	$	5,644,980	25 %
Northeast	32	5,404,008		5,446,368		4,421,379		20
West	31	3,080,257		4,074,953		2,977,926		13
Midwest	9	944,028		943,954		915,330		4
Northwest	6	360,566		364,148		362,089		2
Subtotal	145	15,600,468		16,801,353		14,321,704		64
International
United Kingdom	23	3,511,992		3,486,567		3,240,731		15
Australia	5	1,343,580		1,352,700		1,346,196		6
Ireland	3	1,132,912		1,137,526		1,130,878		5
Spain	3	1,079,272		1,082,148		1,044,808		5
Sweden	1	451,731		454,222		453,891		2

Other Europe	5	595,946		598,360		596,001		3
Subtotal	40	8,115,433		8,111,523		7,812,505		36
Total loans receivable	185	$	23,715,901	$	24,912,876	$	22,134,209	100 %
CECL reserve		( 463,423 )
Loans receivable, net		$	23,252,478

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)


December 31, 2022
Property Type	Number of Loans	Net Book Value		Total Loan Exposure (1)		Net Loan Exposure (2)		Net Loan Exposure Percentage of Portfolio
Office	60	$	9,082,946	$	10,023,495	$	8,099,334	34 %
Multifamily	80	6,214,123		6,330,153		6,189,298		26
Hospitality	30	4,879,314		4,908,583		4,552,404		19
Industrial	12	2,140,636		2,236,716		2,150,501		9
Retail	9	1,098,315		1,141,932		1,090,238		5
Life Sciences/Studio	4	358,676		570,089		359,830		2
Other	8	1,243,870		1,599,313		1,217,578		5
Total loans receivable	203	$	25,017,880	$	26,810,281	$	23,659,183	100 %
CECL reserve		( 326,137 )
Loans receivable, net		$	24,691,743

Geographic Location	Number of Loans	Net Book Value		Total Loan Exposure (1)		Net Loan Exposure (2)		Net Loan Exposure Percentage of Portfolio
United States
Sunbelt	75	$	6,538,034	$	6,802,928	$	6,244,886	27 %
Northeast	36	5,339,874		5,666,968		4,570,180		19
West	33	3,515,517		4,547,946		3,486,343		15
Midwest	10	987,718		1,091,882		984,151		4
Northwest	6	317,863		321,937		320,156		1
Subtotal	160	16,699,006		18,431,661		15,605,716		66
International
United Kingdom	23	3,362,629		3,393,126		3,123,925		13
Australia	5	1,405,601		1,417,318		1,408,565		6
Spain	4	1,237,446		1,241,808		1,204,218		5
Ireland	3	1,192,220		1,199,406		1,197,892		5
Sweden	1	473,374		476,673		476,367		2
Canada	1	49,409		49,432		49,398		—
Other Europe	6	598,195		600,857		593,102		3
Subtotal	43	8,318,874		8,378,620		8,053,467		34
Total loans receivable	203	$	25,017,880	$	26,810,281	$	23,659,183	100 %
CECL reserve		( 326,137 )
Loans receivable, net		$	24,691,743

(1) Total loan exposure reflects our aggregate exposure to each loan investment. As of December 31, 2022, total loan exposure, includes (i) loans with an outstanding principal balance of $ 25.2 billion that are included in our consolidated financial statements and (ii) $ 1.6 billion of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements. See Note 2 for further discussion of loan participations sold.

(2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of December 31, 2022, which is our total loan exposure net of (i) $ 1.6 billion of non-consolidated senior interests, (ii) $ 950.3 million of asset-specific debt, (iii) $ 224.7 million of senior loan participations sold, and (iv) our total loans receivable CECL reserve of $ 326.1 million. Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the corresponding collateral loans.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Loan Risk Ratings

As further described in Note 2, we evaluate our loan portfolio on a quarterly basis. In conjunction with our quarterly loan portfolio review, we assess the risk factors of each loan, and assign a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, risk of loss, origination LTV, debt yield, collateral performance, structure, exit plan, and sponsorship. Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2.

The following table allocates the net book value, total loan exposure, and net loan exposure balances based on our internal risk ratings ($ in thousands):


	September 30, 2023
Risk Rating	Number of Loans	Net Book Value		Total Loan Exposure (1)		Net Loan Exposure (2)
1	15	$	763,494	$	812,060	$	764,174
2	40	6,102,290		6,578,639		5,105,664
3	107	12,493,474		13,120,942		12,281,191
4	13	2,965,121		2,967,865		2,913,093
5	10	1,391,522		1,433,370		1,070,087
Total loans receivable	185	$	23,715,901	$	24,912,876	$	22,134,209
CECL reserve		( 463,423 )
Loans receivable, net		$	23,252,478

	December 31, 2022
Risk Rating	Number of Loans	Net Book Value		Total Loan Exposure (1)		Net Loan Exposure (2)
1	17	$	1,403,185	$	1,428,232	$	1,170,725
2	36	5,880,424		6,562,852		5,292,933
3	134	14,128,133		15,209,018		13,826,730
4	11	2,677,027		2,680,145		2,628,539
5	5	929,111		930,034		740,256
Total loans receivable	203	$	25,017,880	$	26,810,281	$	23,659,183
CECL reserve		( 326,137 )
Loans receivable, net		$	24,691,743

(1) Total loan exposure reflects our aggregate exposure to each loan investment. As of September 30, 2023, total loan exposure, includes (i) loans with an outstanding principal balance of $ 23.8 billion that are included in our consolidated financial statements, (ii) $ 1.1 billion of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $ 48.8 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements. See Note 2 for further discussion of loan participations sold. As of December 31, 2022, total loan exposure, includes (i) loans with an outstanding principal balance of $ 25.2 billion that are included in our consolidated financial statements and (ii) $ 1.6 billion of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements. See Note 2 for further discussion of loan participations sold.

(2) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of September 30, 2023, which is our total loan exposure net of (i) $ 1.1 billion of non-consolidated senior interests, (ii) $ 935.4 million of asset-specific debt, (iii) $ 226.9 million of senior loan participations sold, (iv) $ 40.7 million of cost-recovery proceeds, and (v) our total loans receivable CECL reserve of $ 463.4 million. Our net loan exposure as of December 31, 2022 is our total loan exposure net of (i) $ 1.6 billion of non-consolidated senior interests, (ii) $ 950.3 million of asset-specific debt, (iii) $ 224.7 million of senior loan participations sold, and (iv) our total loans receivable CECL reserve of $ 326.1 million. Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the corresponding collateral loans.

Our loan portfolio had a weighted-average risk rating of 2.9 as of both September 30, 2023 and December 31, 2022.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Current Expected Credit Loss Reserve

The CECL reserve required under GAAP reflects our current estimate of potential credit losses related to the loans included in our consolidated balance sheets. Refer to Note 2 for further discussion of our CECL reserve. The following table presents the activity in our loans receivable CECL reserve by investment pool for the three and nine months ended September 30, 2023 and 2022 ($ in thousands):


	U.S. Loans (1)		Non-U.S. Loans		Unique Loans		Impaired Loans		Total
Loans Receivable, Net
CECL reserve as of December 31, 2022	$	67,880	$	22,519	$	45,960	$	189,778	$	326,137
Increase (decrease) in CECL reserve	5,314		( 2,823 )		483		7,480		10,454
CECL reserve as of March 31, 2023	$	73,194	$	19,696	$	46,443	$	197,258	$	336,591
Increase (decrease) in CECL reserve	1,199		9,296		( 354 )		17,143		27,284
CECL reserve as of June 30, 2023	$	74,393	$	28,992	$	46,089	$	214,401	$	363,875
(Decrease) increase in CECL reserve	( 5,639 )		( 2,336 )		( 627 )		108,150		99,548
CECL reserve as of September 30, 2023	$	68,754	$	26,656	$	45,462	$	322,551	$	463,423




CECL reserve as of December 31, 2021	$	26,885	$	10,263	$	32,657	$	54,874	$	124,679
Decrease in CECL reserve	( 644 )		( 54 )		( 1,760 )		—		( 2,458 )
CECL reserve as of March 31, 2022	$	26,241	$	10,209	$	30,897	$	54,874	$	122,221
Increase in CECL reserve	7,070		1,135		2,598		—		10,803
CECL reserve as of June 30, 2022	$	33,311	$	11,344	$	33,495	$	54,874	$	133,024
Increase in CECL reserve	8,280		45		3,082		—		11,407
CECL reserve as of September 30, 2022	$	41,591	$	11,389	$	36,577	$	54,874	$	144,431

(1) Includes Canadian loans, which have similar risk characteristics as U.S. loans.

During the three months ended September 30, 2023, we recorded an increase of $ 99.5 million in the CECL reserve against our loans receivable portfolio, bringing our total loans receivable CECL reserve to $ 463.4 million as of September 30, 2023. This CECL reserve reflects certain loans assessed for impairment in our portfolio, as well as macroeconomic conditions.

During the three months ended September 30, 2023, we recorded an aggregate net increase of $ 108.2 million in the asset-specific CECL reserve related to our impaired loans. The increase was primarily driven by three additional loans that were impaired during the three months ended September 30, 2023. As of September 30, 2023, the income accrual was suspended on these loans as recovery of income and principal was doubtful. During the three months ended September 30, 2023, we recorded $ 7.2 million of interest income on these three loans.

As of September 30, 2023, we had an aggregate $ 322.6 million asset-specific CECL reserve related to ten of our loans receivable, with an aggregate amortized cost basis of $ 1.4 billion, net of cost-recovery proceeds. This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of September 30, 2023. No income was recorded on our impaired loans subsequent to determining that they were impaired. As of September 30, 2023, all such borrowers were compliant with the contractual terms of each respective loan, including any required payment of interest. During the three months ended September 30, 2023, we received an aggregate $ 10.2 million of cash proceeds from such loans that were applied as a reduction to the amortized cost basis of each respective loan. Refer to Note 2 for further discussion of our revenue recognition and CECL reserve policies.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Our primary credit quality indicator is our risk ratings, which are further discussed above. The following tables present the net book value of our loan portfolio as of September 30, 2023 and December 31, 2022, respectively, by year of origination, investment pool, and risk rating ($ in thousands):


	Net Book Value of Loans Receivable by Year of Origination (1)
	As of September 30, 2023
Risk Rating	2023		2022		2021		2020		2019		Prior		Total
U.S. loans
1	$	—	$	151,179	$	465,406	$	39,933	$	53,039	$	53,937	$	763,494
2	—		216,889		1,936,744		32,244		227,680		1,540,263		3,953,820
3	—		2,027,526		3,866,825		605,278		585,997		385,150		7,470,776
4	—		81,591		774,607		140,000		—		1,024,660		2,020,858
5	—		—		—		—		—		—		—
Total U.S. loans	$	—	$	2,477,185	$	7,043,582	$	817,455	$	866,716	$	3,004,010	$	14,208,948
Non-U.S. loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	—		1,098,319		960,731		89,420		—		—		2,148,470
3	—		590,162		1,199,465		—		1,876,168		81,896		3,747,691
4	—		—		—		—		344,383		—		344,383
5	—		—		—		—		—		—		—
Total Non-U.S. loans	$	—	$	1,688,481	$	2,160,196	$	89,420	$	2,220,551	$	81,896	$	6,240,544
Unique loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	—		—		—		—		—		—		—
3	—		844,697		—		—		251,956		178,354		1,275,007
4	—		—		—		—		—		599,880		599,880
5	—		—		—		—		—		—		—
Total unique loans	$	—	$	844,697	$	—	$	—	$	251,956	$	778,234	$	1,874,887
Impaired loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	—		—		—		—		—		—		—
3	—		—		—		—		—		—		—
4	—		—		—		—		—		—		—
5	—		—		507,371		—		—		884,151		1,391,522
Total impaired loans	$	—	$	—	$	507,371	$	—	$	—	$	884,151	$	1,391,522
Total loans receivable
1	$	—	$	151,179	$	465,406	$	39,933	$	53,039	$	53,937	$	763,494
2	—		1,315,208		2,897,475		121,664		227,680		1,540,263		6,102,290
3	—		3,462,385		5,066,290		605,278		2,714,121		645,400		12,493,474
4	—		81,591		774,607		140,000		344,383		1,624,540		2,965,121
5	—		—		507,371		—		—		884,151		1,391,522
Total loans receivable	$	—	$	5,010,363	$	9,711,149	$	906,875	$	3,339,223	$	4,748,291	$	23,715,901
CECL reserve													( 463,423 )
Loans receivable, net													$	23,252,478

(1) Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)


	Net Book Value of Loans Receivable by Year of Origination (1)
	As of December 31, 2022
Risk Rating	2022		2021		2020		2019		2018		Prior		Total
U.S. loans (2)
1	$	145,152	$	563,426	$	5,075	$	231,894	$	415,471	$	—	$	1,361,018
2	117,314		1,742,289		362,062		156,478		1,178,721		—		3,556,864
3	2,035,111		5,776,346		411,880		735,772		472,134		80,323		9,511,566
4	—		—		—		96,542		1,160,627		132,687		1,389,856
5	—		—		—		—		—		—		—
Total U.S. loans	$	2,297,577	$	8,082,061	$	779,017	$	1,220,686	$	3,226,953	$	213,010	$	15,819,304
Non-U.S. loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	590,580		609,270		94,995		1,028,715		—		—		2,323,560
3	977,767		1,586,266		—		896,392		86,706		—		3,547,131
4	—		—		—		344,089		—		—		344,089
5	—		—		—		—		—		—		—
Total Non-U.S. loans	$	1,568,347	$	2,195,536	$	94,995	$	2,269,196	$	86,706	$	—	$	6,214,780
Unique loans
1	$	42,167	$	—	$	—	$	—	$	—	$	—	$	42,167
2	—		—		—		—		—		—		—
3	893,114		—		—		—		176,322		—		1,069,436
4	—		—		—		289,141		653,941		—		943,082
5	—		—		—		—		—		—		—
Total unique loans	$	935,281	$	—	$	—	$	289,141	$	830,263	$	—	$	2,054,685
Impaired loans
1	$	—	$	—	$	—	$	—	$	—	$	—	$	—
2	—		—		—		—		—		—		—
3	—		—		—		—		—		—		—
4	—		—		—		—		—		—		—
5	—		208,894		—		—		284,809		435,408		929,111
Total impaired loans	$	—	$	208,894	$	—	$	—	$	284,809	$	435,408	$	929,111
Total loans receivable
1	$	187,319	$	563,426	$	5,075	$	231,894	$	415,471	$	—	$	1,403,185
2	707,894		2,351,559		457,057		1,185,193		1,178,721		—		5,880,424
3	3,905,992		7,362,612		411,880		1,632,164		735,162		80,323		14,128,133
4	—		—		—		729,772		1,814,568		132,687		2,677,027
5	—		208,894		—		—		284,809		435,408		929,111
Total loans receivable	$	4,801,205	$	10,486,491	$	874,012	$	3,779,023	$	4,428,731	$	648,418	$	25,017,880
CECL reserve													( 326,137 )
Loans receivable, net													$	24,691,743

(1) Date loan was originated or acquired by us. Origination dates are subsequently updated to reflect material loan modifications.

(2) Includes Canadian loans, which have similar risk characteristics as U.S. loans.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Loan Modifications Pursuant to ASC 326

During the nine months ended September 30, 2023, we entered into four loan modifications that require disclosure pursuant to ASC 326. All such loans were collateralized by office assets.

Two of the loan modifications included other-than-insignificant payment delays, specifically the option to pay interest in-kind. For one of the loans the maximum maturity date was extended by six months , the borrower contributed $ 2.0 million of additional reserves, and the interest rate increased by 5.11 %. The other modification included an additional 4.00 % exit fee. As of September 30, 2023, the aggregate amortized cost basis of these loans was $ 286.7 million, or 1.2 % of our aggregate loans receivable portfolio, with an aggregate $ 10.0 million of unfunded commitments. The loans were performing pursuant to their contractual terms as of September 30, 2023, had risk ratings of 5 as of September 30, 2023, and have asset-specific CECL reserves.

The other two loan modifications included a combination of changes to the contractual terms of the loans, including term extensions, other-than-insignificant payment delays, and/or interest rate reductions. The first loan modification included a term extension of nineteen months , a rate reduction of 2.74 % and conversion to fixed rate, with a portion of the interest paid in-kind. The borrower repaid $ 4.9 million of the loan at the time of modification, with an additional $ 2.5 million of repayment due during the initial maturity period. The second loan modification included a term extension of 4.5 years, a rate increase of 8.50 % with interest paid in-kind, a borrower contribution of $ 2.0 million of additional reserves, and a $ 50.0 million increase in our total loan commitment. As of September 30, 2023, the aggregate amortized cost basis of these loans was $ 435.1 million, or 1.8 % of our aggregate loans receivable portfolio, with an aggregate $ 40.0 million of unfunded commitments. The loans were performing pursuant to their contractual terms as of September 30, 2023. As of September 30, 2023, one of these loans had a risk rating of 4, and its modified terms were included in the determination of our general CECL reserve, and the other loan had a risk rating of 5 and has an asset-specific CECL reserve .

Multifamily Joint Venture

As discussed in Note 2, we entered into a Multifamily Joint Venture in April 2017. As of September 30, 2023 and December 31, 2022, our Multifamily Joint Venture held $ 639.2 million and $ 795.6 million of loans, respectively, which are included in the loan disclosures above. Refer to Note 2 for additional discussion of our Multifamily Joint Venture.

4. OTHER ASSETS AND LIABILITIES

Other Assets

The following table details the components of our other assets ($ in thousands):


	September 30, 2023		December 31, 2022
Accrued interest receivable	$	189,609	$	189,569
Derivative assets	114,558		7,349
Loan portfolio payments held by servicer (1)	63,566		68,489
Accounts receivable and other assets	1,595		1,318
Prepaid expenses	118		1,067
Collateral deposited under derivative agreements	—		103,110





Total	$	369,446	$	370,902

(1) Primarily represents loan principal held by our third-party loan servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Other Liabilities

The following table details the components of our other liabilities ($ in thousands):


	September 30, 2023		December 31, 2022
Accrued dividends payable	$	106,824	$	106,455
Accrued interest payable	70,724		80,263
Secured debt repayments pending servicer remittance (1)	49,903		60,585
Accrued management and incentive fees payable	28,882		33,830
Current expected credit loss reserve for unfunded loan commitments (2)	13,624		16,380
Accounts payable and other liabilities	7,742		9,726
Derivative liabilities	328		119,665
Total	$	278,027	$	426,904

(1) Represents pending transfers from our third-party loan servicer that were remitted to our banking counterparties during the subsequent remittance cycle.

(2) Represents the CECL reserve related to our unfunded loan commitments. See Note 2 for further discussion of the CECL reserve.

Current Expected Credit Loss Reserve for Unfunded Loan Commitments

As of September 30, 2023, we had unfunded commitments of $ 2.7 billion related to 101 loans receivable. The expected credit losses over the contractual period of our loans is impacted by our obligation to extend further credit through our unfunded loan commitments. See Note 2 for further discussion of the CECL reserve related to our unfunded loan commitments, and Note 20 for further discussion of our unfunded loan commitments. The following table presents the activity in the CECL reserve related to our unfunded loan commitments by investment pool for the three and nine months ended September 30, 2023 and 2022 ($ in thousands):


	U.S. Loans		Non-U.S. Loans		Unique Loans		Impaired Loans		Total
CECL reserve as of December 31, 2022	$	11,748	$	4,632	$	—	$	—	$	16,380
Decrease in CECL reserve	( 148 )		( 483 )		—		—		( 631 )
CECL reserve as of March 31, 2023	$	11,600	$	4,149	$	—	$	—	$	15,749
(Decrease) increase in CECL reserve	( 404 )		927		—		—		523
CECL reserve as of June 30, 2023	$	11,196	$	5,076	$	—	$	—	$	16,272
Decrease in CECL reserve	( 1,614 )		( 1,034 )		—		—		( 2,648 )
CECL reserve as of September 30, 2023	$	9,582	$	4,042	$	—	$	—	$	13,624



CECL reserve as of December 31, 2021	$	4,072	$	2,191	$	—	$	—	$	6,263
Increase (decrease) in CECL reserve	209		( 218 )		—		—		( 9 )
CECL reserve as of March 31, 2022	$	4,281	$	1,973	$	—	$	—	$	6,254
Increase in CECL reserve	2,042		138		—		—		2,180
CECL reserve as of June 30, 2022	$	6,323	$	2,111	$	—	$	—	$	8,434
Increase in CECL reserve	527		314		—		—		841
CECL reserve as of September 30, 2022	$	6,850	$	2,425	$	—	$	—	$	9,275

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

5. SECURED DEBT, NET

Our secured debt includes our secured credit facilities and our acquisition facility. During the nine months ended September 30, 2023, we obtained approval for $ 73.9 million of new borrowings against $ 92.4 million of collateral assets. The following table details our secured debt ($ in thousands):


	Secured Debt Borrowings Outstanding
	September 30, 2023		December 31, 2022
Secured credit facilities	$	12,809,913	$	13,549,748
Acquisition facility	—		—
Total secured debt	$	12,809,913	$	13,549,748
Deferred financing costs (1)	( 16,569 )		( 21,584 )
Net book value of secured debt	$	12,793,344	$	13,528,164

(1) Costs incurred in connection with our secured debt are recorded on our consolidated balance sheets when incurred and recognized as a component of interest expense over the life of each related facility.

Secured Credit Facilities

Our secured credit facilities are bilateral agreements we use to finance diversified pools of senior loan collateral with sufficient flexibility to accommodate our investment and asset management strategy. The facilities are uniformly structured to provide currency, index, and term-matched financing without capital markets based mark-to-market provisions. Our credit facilities are diversified across 15 counterparties, primarily consisting of top global financial institutions to minimize our counterparty risk exposure.

The following table details our secured credit facilities by spread over the applicable base rates as of September 30, 2023 ($ in thousands):


September 30, 2023
									Recourse Limitation
Currency	Lenders (1)	Borrowings		Wtd. Avg. Maturity (2)	Loan Count	Collateral (3)		Wtd. Avg. Maturity (4)	Wtd. Avg.	Range
USD	14	$	6,876,591	May 2026	131	$	10,791,188	May 2026	36 %	25 % - 100 %
GBP	7	2,391,449		June 2026	22	3,193,290		July 2026	27 %	25 % - 50 %
EUR	7	1,983,520		September 2025	11	2,661,250		September 2025	41 %	25 % - 100 %
Others (5)	4	1,558,353		July 2027	7	1,967,503		July 2027	25 %	25 %
Total	15	$	12,809,913	May 2026	171	$	18,613,231	June 2026	34 %	25 % - 100 %

(1) Represents the number of lenders with fundings advanced in each respective currency, as well as the total number of facility lenders.

(2) Our secured debt agreements are generally term-matched to their underlying collateral. Therefore, the weighted-average maturity is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective secured credit facility is used.

(3) Represents the principal balance of the collateral assets.

(4) Maximum maturity assumes all extension options are exercised by the borrower, however our loans may be repaid prior to such date.

(5) Includes Australian Dollar, Danish Krone, Swedish Krona, and Swiss Franc currencies.

The availability of funding under our secured credit facilities is based on the amount of approved collateral, which collateral is proposed by us in our discretion and approved by the respective counterparty in its discretion, resulting in a mutually agreed collateral portfolio construction. Certain structural elements of our secured credit facilities, including the limitation on recourse to us and facility economics are influenced by the specific collateral portfolio construction of each facility, and therefore vary within and among the facilities.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following tables detail the spread of our secured debt as of September 30, 2023 and December 31, 2022 ($ in thousands):


	Nine Months Ended September 30, 2023		September 30, 2023
Spread (1)	New Financings (2)		Total Borrowings		Wtd. Avg. All-in Cost (1)(3)(4)		Collateral (5)		Wtd. Avg. All-in Yield (1)(3)		Net Interest Margin (6)
+ 1.50% or less	$	—	$	5,625,471	+ 1.53	%	$	8,308,855	+ 3.27	%	+ 1.74	%
+ 1.51% to + 1.75%	—		2,794,848		+ 1.82	%	3,902,545		+ 3.57	%	+ 1.75	%
+ 1.76% to + 2.00%	—		1,912,045		+ 2.13	%	2,974,091		+ 4.01	%	+ 1.88	%
+ 2.01% or more	66,924		2,477,549		+ 2.61	%	3,427,740		+ 4.62	%	+ 2.01	%
Total	$	66,924	$	12,809,913	+ 1.89	%	$	18,613,231	+ 3.69	%	+ 1.80	%


	Year Ended December 31, 2022		December 31, 2022
Spread (1)	New Financings (2)		Total Borrowings		Wtd. Avg. All-in Cost (1)(3)(4)		Collateral (5)		Wtd. Avg. All-in Yield (1)(3)		Net Interest Margin (6)
+ 1.50% or less	$	1,329,508	$	7,433,204	+ 1.53	%	$	10,465,647	+ 3.24	%	+ 1.71	%
+ 1.51% to + 1.75%	368,265		2,246,223		+ 1.88	%	3,538,815		+ 3.73	%	+ 1.85	%
+ 1.76% to + 2.00%	405,723		1,514,541		+ 2.16	%	2,483,240		+ 4.14	%	+ 1.98	%
+ 2.01% or more	1,246,650		2,355,780		+ 2.63	%	3,207,088		+ 4.78	%	+ 2.15	%
Total	$	3,350,146	$	13,549,748	+ 1.85	%	$	19,694,790	+ 3.70	%	+ 1.85	%

(1) The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include SOFR, USD LIBOR, SONIA, EURIBOR, and other indices as applicable.

(2) Represents borrowings outstanding as of September 30, 2023 and December 31, 2022 for new financings closed during the nine months ended September 30, 2023 and year ended December 31, 2022, respectively.

(3) In addition to spread, the cost includes the associated deferred fees and expenses related to the respective borrowings. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery method.

(4) Represents the weighted-average all-in cost as of September 30, 2023 and December 31, 2022, respectively, and is not necessarily indicative of the spread applicable to recent or future borrowings.

(5) Represents the principal balance of the collateral assets.

(6) Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.

Our secured credit facilities generally permit us to increase or decrease the amount advanced against the pledged collateral in our discretion within certain maximum/minimum amounts and frequency limitations. As of September 30, 2023, there was an aggregate $ 1.3 billion available to be drawn at our discretion under our credit facilities.

Acquisition Facility

We have a $ 100.0 million full recourse secured credit facility that is designed to finance eligible first mortgage originations for up to nine months as a bridge to term financing without obtaining discretionary lender approval. The cost of borrowing under the facility is variable, dependent on the type of loan collateral, and its maturity date is April 3, 2024.

During the nine months ended September 30, 2023, we had no borrowings under the acquisition facility and we recorded interest expense of $ 599,000 , including $ 199,000 of amortization of deferred fees and expenses.

During the year ended December 31, 2022, we had no borrowings under the acquisition facility and we recorded interest expense of $ 1.2 million, including $ 333,000 of amortization of deferred fees and expenses.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Financial Covenants

We are subject to the following financial covenants related to our secured debt: (i) our ratio of earnings before interest, taxes, depreciation, and amortization, or EBITDA, to fixed charges, as defined in the agreements, shall be not less than 1.4 to 1.0; (ii) our tangible net worth, as defined in the agreements, shall not be less than $ 3.6 billion as of each measurement date plus 75 % to 85 % of the net cash proceeds of future equity issuances subsequent to September 30, 2023; (iii) cash liquidity shall not be less than the greater of (x) $ 10.0 million or (y) no more than 5 % of our recourse indebtedness; and (iv) our indebtedness shall not exceed 83.33 % of our total assets. As of September 30, 2023 and December 31, 2022, we were in compliance with these covenants.

6. SECURITIZED DEBT OBLIGATIONS, NET

We have financed certain pools of our loans through collateralized loan obligations, or CLOs. The CLOs are consolidated in our financial statements and have issued securitized debt obligations that are non-recourse to us. Refer to Note 18 for further discussion of our CLOs. The following tables detail our securitized debt obligations and the underlying collateral assets that are financed by our CLOs ($ in thousands):


	September 30, 2023
Securitized Debt Obligations		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)(2)		Term (3)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$	803,750	$	801,392	+ 1.69	%	May 2038
Underlying Collateral Assets		27	1,000,000		1,000,000		+ 3.35	%	December 2025
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	716,342		716,284		+ 2.18	%	November 2037
Underlying Collateral Assets		15	907,592		907,592		+ 3.04	%	May 2025
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	992,419		991,578		+ 1.57	%	February 2038
Underlying Collateral Assets		16	1,249,294		1,249,294		+ 3.25	%	May 2025
Total
Senior CLO Securities Outstanding (4)		3	$	2,512,511	$	2,509,254	+ 1.78	%
Underlying Collateral Assets		58	$	3,156,886	$	3,156,886	+ 3.21	%

(1) In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.

(2) The weighted-average all-in yield and cost are expressed as a spread over SOFR, which is the relevant floating benchmark rate for each securitized debt obligation. Excludes loans accounted for under the cost-recovery method.

(3) Underlying Collateral Assets term represents the weighted-average final maturity of such loans, assuming all extension options are exercised by the borrower. Repayments of securitized debt obligations are tied to timing of the related collateral loan asset repayments. The term of these obligations represents the rated final distribution date of the securitizations.

(4) During the three and nine months ended September 30, 2023, we recorded $ 44.5 million and $ 127.6 million, respectively, of interest expense related to our securitized debt obligations.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)


	December 31, 2022
Securitized Debt Obligations		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)(2)		Term (3)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$	803,750	$	799,626	+ 1.57	%	May 2038
Underlying Collateral Assets		30	1,000,000		1,000,000		+ 3.47	%	May 2025
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	808,750		806,757		+ 2.14	%	November 2037
Underlying Collateral Assets		16	1,000,000		1,000,000		+ 3.25	%	November 2024
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	1,061,041		1,057,627		+ 1.55	%	February 2038
Underlying Collateral Assets		17	1,317,916		1,317,916		+ 3.42	%	November 2024
Total
Senior CLO Securities Outstanding (4)		3	$	2,673,541	$	2,664,010	+ 1.73	%
Underlying Collateral Assets		63	$	3,317,916	$	3,317,916	+ 3.38	%

(1) In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.

(2) The weighted-average all-in yield and cost are expressed as a spread over the relevant floating benchmark rates, which include SOFR and USD LIBOR, as applicable to each securitized debt obligation. Excludes loans accounted for under the cost-recovery method.

(4) During the three and nine months ended September 30, 2022, we recorded $ 26.1 million and $ 52.6 million, respectively, of interest expense related to our securitized debt obligations.

7. ASSET-SPECIFIC DEBT, NET

The following table details our asset-specific debt ($ in thousands):


	September 30, 2023
Asset-Specific Debt		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)		Wtd. Avg. Term (2)
Financing provided		2	$	935,435	$	930,757	+ 3.13	%	February 2026
Collateral assets		2	$	1,111,453	$	1,102,848	+ 3.95	%	February 2026

	December 31, 2022
Asset-Specific Debt		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)		Wtd. Avg. Term (2)
Financing provided		4	$	950,278	$	942,503	+ 3.29	%	January 2026
Collateral assets		4	$	1,094,450	$	1,081,035	+ 4.73	%	January 2026

(1) These floating rate loans and related liabilities are currency and index-matched to the applicable benchmark rate relevant in each arrangement. In addition to cash coupon, yield/cost includes the amortization of deferred origination fees and financing costs.

(2) The weighted-average term is determined based on the maximum maturity of the corresponding loans, assuming all extension options are exercised by the borrower. Our non-recourse, asset-specific debt is term-matched in each case to the corresponding collateral loans.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

8. LOAN PARTICIPATIONS SOLD, NET

The sale of a non-recourse interest in a loan through a participation agreement generally does not qualify for sale accounting under GAAP. For such transactions, we therefore present the whole loan as an asset and the loan participation sold as a liability on our consolidated balance sheet until the loan is repaid. We generally have no obligation to pay principal and interest under these liabilities, and the gross presentation of loan participations sold does not impact our stockholders’ equity or net income.

The following table details our loan participations sold ($ in thousands):


	September 30, 2023
Loan Participations Sold		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)		Term (2)
Senior Participations
Loan Participation		1	$	226,901	$	226,557	+ 3.22	%	March 2027
Total Loan		1	283,627		282,227		+ 4.86	%	March 2027
Junior Participations
Loan Participation		1	$	48,796	$	48,627	+ 8.35	%	June 2025
Total Loan		1	174,690		172,890		+ 5.23	%	June 2025
Total
Loan Participation (3)		2	$	275,697	$	275,184
Total Loan		2	$	458,317	$	455,117


	December 31, 2022
Loan Participations Sold		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)		Term (2)
Senior Participations
Loan Participation		1	$	224,744	$	224,232	+ 3.22	%	March 2027
Total Loan		1	280,930		278,843		+ 4.86	%	March 2027



Total
Loan Participation (3)		1	$	224,744	$	224,232
Total Loan		1	$	280,930	$	278,843

(1) This non-debt participation sold structure is inherently matched in terms of currency and interest rate. In addition to cash coupon, yield/cost includes the amortization of deferred fees and financing costs.

(2) The term is determined based on the maximum maturity of the loan, assuming all extension options are exercised by the borrower. Our loan participations sold are inherently non-recourse and term-matched to the corresponding loan.

(3) During the three and nine months ended September 30, 2023, we recorded $ 5.3 million and $ 13.3 million, respectively, of interest expense related to our loan participations sold. During the three and nine months ended September 30, 2022 we recorded $ 2.4 million and $ 4.8 million, respectively, of interest expense related to our loan participations sold.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

9. TERM LOANS, NET

As of September 30, 2023, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):


Term Loans	Face Value		Interest Rate (1)		All-in Cost (1)(2)		Maturity
B-1 Term Loan	$	913,230	+ 2.36	%	+ 2.65	%	April 23, 2026
B-3 Term Loan	411,998		+ 2.86	%	+ 3.54	%	April 23, 2026
B-4 Term Loan	815,492		+ 3.50	%	+ 4.11	%	May 9, 2029
Total face value	$	2,140,720

(1) The B-3 Term Loan and the B-4 Term Loan borrowings are subject to a floor of 0.50 %. The Term Loans are indexed to one-month SOFR.

(2) Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Term Loans.

The Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the aggregate initial principal balance due in quarterly installments. The issue discount and transaction expenses on the B-1 Term Loan were $ 3.1 million and $ 12.6 million, respectively. The issue discount and transaction expenses of the B-3 Term Loan were $ 9.6 million and $ 5.4 million, respectively. The issue discount and transaction expenses of the B-4 Term Loan were $ 17.3 million and $ 10.3 million, respectively. These discounts and expenses are amortized into interest expense over the life of each Term Loan. During the three and nine months ended September 30, 2023, we recorded $ 47.0 million and $ 133.8 million, respectively, of interest expense related to our Term Loans, including $ 2.3 million and $ 6.9 million, respectively, of amortization of deferred fees and expenses.

The following table details the net book value of our Term Loans on our consolidated balance sheets ($ in thousands):


	September 30, 2023		December 31, 2022
Face value	$	2,140,720	$	2,157,218
Deferred financing costs and unamortized discount	( 35,896 )		( 42,669 )
Net book value	$	2,104,824	$	2,114,549

The Term Loans contain the financial covenant that our indebtedness shall not exceed 83.33 % of our total assets. As of September 30, 2023 and December 31, 2022, we were in compliance with this covenant. Refer to Note 2 for additional discussion of our accounting policies for the Term Loans.

10. SENIOR SECURED NOTES, NET

As of September 30, 2023, the following Senior Secured Notes, were outstanding ($ in thousands):


Senior Secured Notes	Face Value		Interest Rate		All-in Cost (1)		Maturity
Senior Secured Notes	$	366,590	3.75	%	4.02	%	January 15, 2027

(1) Includes transaction expenses that are amortized through interest expense over the life of the Senior Secured Notes.

The transaction expenses on the Senior Secured Notes were $ 6.3 million, which are amortized into interest expense over the life of the Senior Secured Notes. During the three and nine months ended September 30, 2023, we recorded $ 3.9 million and $ 12.0 million, respectively, of interest expense related to our Senior Secured Notes, including $ 288,000 and $ 882,000 , respectively, of amortization of deferred fees and expenses.

During the three months ended September 30, 2023, we repurchased an aggregate principal amount of $ 33.4 million of the Senior Secured Notes at a weighted-average price of 85 %. This resulted in a gain on extinguishment of debt of $ 4.5 million during both the three and nine months ended September 30, 2023. There was no repurchase activity in the three and nine months ended September 30, 2022.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the net book value of our Senior Secured Notes on our consolidated balance sheets ($ in thousands):


	September 30, 2023		December 31, 2022
Face value	$	366,590	$	400,000
Deferred financing costs	( 3,609 )		( 4,834 )
Net book value	$	362,981	$	395,166

The Senior Secured Notes contain the financial covenant that our indebtedness shall not exceed 83.33 % of our total assets. As of September 30, 2023 and December 31, 2022, we were in compliance with this covenant. Under certain circumstances, we may, at our option, release all of the collateral securing our Senior Secured Notes, in which case we would also be required to maintain a total unencumbered assets to total unsecured indebtedness ratio of 1.20 or greater. This covenant is not currently in effect as the collateral securing our Senior Secured Notes has not been released.

11. CONVERTIBLE NOTES, NET

During the nine months ended September 30, 2023, we repaid the aggregate $ 220.0 million principal amount of our March 2018 convertible notes at maturity on March 15, 2023.

As of September 30, 2023, the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):

Convertible Notes Issuance

Face Value

Interest Rate

All-in Cost (1)

Conversion Price (2)

Maturity

March 2022

300,000

5.50 %

5.94 %

$ 36.27

March 15, 2027

(1) Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.

(2) Represents the price of class A common stock per share based on a conversion rate of 27.5702 for the March 2022 convertible notes. The conversion rate represents the number of shares of class A common stock issuable per $ 1,000 principal amount of Convertible Notes. The cumulative dividend threshold as defined in the March 2022 convertible notes supplemental indenture has not been exceeded as of September 30, 2023.

Other than as provided by the optional redemption provisions with respect to our March 2022 convertible notes, we may not redeem the Convertible Notes prior to maturity. The March 2022 convertible notes are convertible at the holders’ option into shares of our class A common stock, only under specific circumstances, prior to the close of business on December 14, 2026 at the applicable conversion rate in effect on the conversion date. Thereafter, the March 2022 convertible notes are convertible at the option of the holder at any time until the second scheduled trading day immediately preceding the maturity date. The last reported sale price of our class A common stock of $ 21.75 on September 29, 2023, the last trading day in the quarter ended September 30, 2023, was less than the per share conversion price of the March 2022 convertible notes.

The following table details the net book value of our Convertible Notes on our consolidated balance sheets ($ in thousands):


	September 30, 2023		December 31, 2022
Face value	$	300,000	$	520,000
Deferred financing costs and unamortized discount	( 4,473 )		( 5,743 )
Net book value	$	295,527	$	514,257

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details our interest expense related to the Convertible Notes ($ in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cash coupon	$	4,125	$	6,737	$	14,514	$	22,122
Discount and issuance cost amortization	319		644		1,270		2,222
Total interest expense	$	4,444	$	7,381	$	15,784	$	24,344

Accrued interest payable for the Convertible Notes was $ 733,000 and $ 7.9 million as of September 30, 2023 and December 31, 2022, respectively. Refer to Note 2 for additional discussion of our accounting policies for the Convertible Notes.

12. DERIVATIVE FINANCIAL INSTRUMENTS

The objective of our use of derivative financial instruments is to minimize the risks and/or costs associated with our investments and/or financing transactions. These derivatives may or may not qualify as net investment, cash flow, or fair value hedges under the hedge accounting requirements of ASC 815 – “Derivatives and Hedging.” Derivatives not designated as hedges are not speculative and are used to manage our exposure to interest rate movements and other identified risks. Refer to Note 2 for additional discussion of the accounting for designated and non-designated hedges.

The use of derivative financial instruments involves certain risks, including the risk that the counterparties to these contractual arrangements do not perform as agreed. To mitigate this risk, we only enter into derivative financial instruments with counterparties that have appropriate credit ratings and are major financial institutions with which we and our affiliates also have other financial relationships.

Net Investment Hedges of Foreign Currency Risk

Certain of our international investments expose us to fluctuations in foreign interest rates and currency exchange rates. These fluctuations may impact the value of our cash receipts and payments in terms of our functional currency, the U.S. dollar. We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S. dollar.

Designated Hedges of Foreign Currency Risk

The following table details our outstanding foreign exchange derivatives that were designated as net investment hedges of foreign currency risk (notional amounts in thousands):


September 30, 2023				December 31, 2022
Foreign Currency Derivatives	Number of Instruments	Notional Amount		Foreign Currency Derivatives	Number of Instruments	Notional Amount
Buy USD / Sell SEK Forward	2	kr	1,004,551	Buy USD / Sell SEK Forward	2	kr	1,003,626
Buy USD / Sell GBP Forward	8	£	722,576	Buy USD / Sell EUR Forward	8	€	722,311
Buy USD / Sell EUR Forward	7	€	676,126	Buy USD / Sell GBP Forward	6	£	690,912
Buy USD / Sell AUD Forward	9	A$	464,016	Buy USD / Sell AUD Forward	8	A$	541,813
Buy USD / Sell DKK Forward	2	kr.	195,728	Buy USD / Sell DKK Forward	3	kr.	195,019
Buy USD / Sell CHF Forward	3	CHF	7,873	Buy USD / Sell CAD Forward	2	C$	22,187
				Buy USD / Sell CHF Forward	2	CHF	5,263

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Non-designated Hedges of Foreign Currency Risk

The following table details our outstanding foreign exchange derivatives that were non-designated hedges of foreign currency risk (notional amounts in thousands):


September 30, 2023				December 31, 2022
Non-designated Hedges	Number of Instruments	Notional Amount		Non-designated Hedges	Number of Instruments	Notional Amount
Buy GBP / Sell USD Forward	1	£	14,300	Buy GBP / Sell USD Forward	2	£	109,076
Buy USD / Sell GBP Forward	1	£	14,300	Buy USD / Sell GBP Forward	2	£	109,076
				Buy AUD / Sell USD Forward	1	A$	23,600
				Buy USD / Sell AUD Forward	1	A$	23,600

Cash Flow Hedges of Interest Rate Risk

Certain of our financing transactions expose us to a fixed versus floating rate mismatch between our assets and liabilities. We use derivative financial instruments, which include interest rate swaps, and may also include interest rate caps, interest rate options, floors, and other interest rate derivative contracts, to hedge interest rate risk associated with our borrowings where there is potential for an index mismatch.

The following table details our outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (notional amount in thousands):

September 30, 2023

Interest Rate Derivatives

Number of Instruments

Notional Amount

Fixed Rate

Index

Wtd. Avg. Maturity (Years)

Interest Rate Swaps

229,858

4.60 %

SOFR

1.1

No cash flow hedges of interest rate risk were outstanding as of December 31, 2022.

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on our floating rate debt. During the twelve months following September 30, 2023, we estimate that an additional $ 1.6 million will be reclassified from accumulated other comprehensive income (loss) as a decrease to interest expense.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Financial Statement Impact of Hedges of Foreign Currency and Interest Rate Risks

The following table presents the effect of our derivative financial instruments on our consolidated statements of operations ($ in thousands):


		Increase (Decrease) to Net Interest Income Recognized from Derivatives
		Three Months Ended September 30,				Nine Months Ended September 30,
Derivatives in Hedging Relationships	Location of Income (Expense) Recognized	2023		2022		2023		2022
Designated Hedges	Interest Income (1)	$	5,120	$	6,603	$	20,599	$	11,585
Designated Hedges	Interest Expense (2)	384		—		459		—
Non-Designated Hedges	Interest Income (1)	2		( 8 )		70		( 15 )
Non-Designated Hedges	Interest Expense (3)	( 2 )		11		( 64 )		75
Total		$	5,504	$	6,606	$	21,064	$	11,645

(1) Represents the forward points earned on our foreign currency forward contracts, which reflect the interest rate differentials between the applicable base rate for our foreign currency investments and prevailing US interest rates. These forward contracts effectively convert the foreign currency rate exposure for such investments to USD-equivalent interest rates.

(2) Represents the financial statement impact of proceeds (payments) from periodic settlements related to our interest rate swap, which is designated as a cash flow hedge.

(3) Represents the spot rate movement in our non-designated foreign currency hedges, which are marked-to-market and recognized in interest expense.

Valuation and Other Comprehensive Income

The following table summarizes the fair value of our derivative financial instruments ($ in thousands):


	Fair Value of Derivatives in an Asset Position (1) as of				Fair Value of Derivatives in a Liability Position (2) as of
	September 30, 2023		December 31, 2022		September 30, 2023		December 31, 2022
Derivatives designated as hedging instruments:
Foreign exchange contracts	$	111,603	$	501	$	24	$	111,573
Interest rate derivatives	1,657		—		—		—
Total derivatives designated as hedging instruments	$	113,260	$	501	$	24	$	111,573
Derivatives not designated as hedging instruments:
Foreign exchange contracts	$	1,298	$	6,848	$	304	$	8,092
Interest rate derivatives	—		—		—		—
Total derivatives not designated as hedging instruments	$	1,298	$	6,848	$	304	$	8,092
Total Derivatives	$	114,558	$	7,349	$	328	$	119,665

(1) Included in other assets in our consolidated balance sheets.

(2) Included in other liabilities in our consolidated balance sheets.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table presents the effect of our derivative financial instruments on our consolidated statements of comprehensive income and operations ($ in thousands):


Derivatives in Hedging Relationships	Amount of Gain (Loss) Recognized in OCI on Derivatives				Location of Gain (Loss) Reclassified from Accumulated OCI into Income	Amount of Gain Reclassified from Accumulated OCI into Income
	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023			Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023

Net Investment Hedges
Foreign exchange contracts (1)	$	71,379	$	20,382	Interest Expense	$	—	$	—
Cash Flow Hedges
Interest rate derivatives	653		2,116		Interest Expense (2)	384		459
Total	$	72,032	$	22,498		$	384	$	459

(1) During the three and nine months ended September 30, 2023, we paid net cash settlements of $ 44.7 million and $ 183.9 million, respectively, on our foreign currency forward contracts. Those amounts are included as a component of accumulated other comprehensive income on our consolidated balance sheets.

(2) During the three and nine months ended September 30, 2023, we recorded total interest and related expenses of $ 354.0 million and $ 1.0 billion, respectively, which were reduced by $ 384,000 and $ 459,000 , respectively, related to income generated by our cash flow hedges.

Credit-Risk Related Contingent Features

We have entered into agreements with certain of our derivative counterparties that contain provisions where if we were to default on any of our indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, we may also be declared in default on our derivative obligations. In addition, certain of our agreements with our derivative counterparties require that we post collateral to secure net liability positions. As of September 30, 2023, we were in a net asset position with our counterparties. As of September 30, 2023, we had no collateral posted with our counterparties. As of December 31, 2022, we were in a net liability position with one of our counterparties and in a net asset position with our other counterparty. As of December 31, 2022 we had collateral posted with our counterparties of $ 103.1 million.

13. EQUITY

Stock and Stock Equivalents

Authorized Capital

As of September 30, 2023, we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing requirements, our board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval. In addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and preferred stock. We did no t have any shares of preferred stock issued and outstanding as of September 30, 2023 and December 31, 2022.

Class A Common Stock and Deferred Stock Units

Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and are entitled to receive dividends authorized by our board of directors and declared by us, in all cases subject to the rights of the holders of shares of outstanding preferred stock, if any.

We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 16 for additional discussion of these long-term incentive plans. In addition to our class A common stock, we also issue deferred stock units to certain members of our board of directors for services rendered. These deferred stock units are non-voting, but carry the right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid to holders of shares of class A common stock.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the movement in our outstanding shares of class A common stock, including restricted class A common stock and deferred stock units:


	Nine Months Ended September 30,
Common Stock Outstanding (1)	2023	2022
Beginning balance	172,106,593	168,543,370
Issuance of class A common stock (2)	5,079	2,308,889
Issuance of restricted class A common stock, net (3)(4)	489,955	407,581
Issuance of deferred stock units	43,656	35,940
Ending balance	172,645,283	171,295,780

(1) Includes 349,232 and 399,512 deferred stock units held by members of our board of directors as of September 30, 2023 and 2022, respectively.

(2) Includes 5,079 and 5,420 shares issued under our dividend reinvestment program during the nine months ended September 30, 2023 and 2022, respectively.

(3) Includes 25,482 and 13,197 restricted shares issued to our board of directors during the nine months ended September 30, 2023 and 2022, respectively.

(4) Net of 15,477 and 33,250 shares of restricted class A common stock forfeited under our stock-based incentive plans during the nine months ended September 30, 2023 and 2022, respectively.

Dividend Reinvestment and Direct Stock Purchase Plan

We have adopted a dividend reinvestment and direct stock purchase plan under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock. Under the dividend reinvestment component of this plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common stock. The direct stock purchase component allows stockholders and new investors, subject to our approval, to purchase shares of class A common stock directly from us. During the nine months ended September 30, 2023 and 2022, we issued 5,079 shares and 5,420 shares, respectively, of class A common stock under the dividend reinvestment component of the plan. As of September 30, 2023, a total of 9,976,469 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.

At the Market Stock Offering Program

As of September 30, 2023, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $ 699.1 million of our class A common stock. Sales of class A common stock made pursuant to our ATM Agreements may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Actual sales depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the nine months ended September 30, 2023, we did no t issue any shares of our class A common stock under ATM Agreements. During the nine months ended September 30, 2022, we issued and sold 2,303,469 shares of class A common stock under ATM Agreements, generating net proceeds totaling $ 70.7 million. As of September 30, 2023, sales of our class A common stock with an aggregate sales price of $ 480.9 million remained available for issuance under our ATM Agreements.

Dividends

We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Our dividend policy remains subject to revision at the discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors as our board of directors deems relevant.

On September 15, 2023, we declared a dividend of $ 0.62 per share, or $ 106.8 million in aggregate, that was paid on October 13, 2023 to stockholders of record as of September 29, 2023.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details our dividend activity ($ in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Dividends declared per share of common stock	$	0.62	$	0.62	$	1.86	$	1.86
Class A common stock dividends declared	$	106,824	$	105,956	$	320,471	$	317,114
Deferred stock unit dividends declared	209		241		662		698
Total dividends declared	$	107,033	$	106,197	$	321,133	$	317,812

Earnings Per Share

We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted shares have the same rights as our other shares of class A common stock, including participating in any dividends, and therefore have been included in our basic and diluted net income per share calculation. The shares issuable under our Convertible Notes are included in dilutive earnings per share using the if-converted method.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Basic Earnings
Net income (1)	$	29,524	$	103,246	$	248,932	$	296,183
Weighted-average shares outstanding, basic	172,648,118		170,971,874		172,620,799		170,303,470
Per share amount, basic	$	0.17	$	0.60	$	1.44	$	1.74

Diluted Earnings
Net income (1)	$	29,524	$	103,246	$	248,932	$	296,183
Add back: Interest expense on Convertible Notes, net (2)(3)	—		5,905		10,667		14,218
Diluted earnings	$	29,524	$	109,151	$	259,599	$	310,401
Weighted-average shares outstanding, basic	172,648,118		170,971,874		172,620,799		170,303,470
Effect of dilutive securities - Convertible Notes (3)	—		14,344,204		8,271,060		11,708,372
Weighted-average common shares outstanding, diluted	172,648,118		185,316,078		180,891,859		182,011,842
Per share amount, diluted	$	0.17	$	0.59	$	1.44	$	1.71

(1) Represents net income attributable to Blackstone Mortgage Trust.

(2) Represents the interest expense on our Convertible Notes, net of incentive fees.

(3) For the three months ended September 30, 2023, our Convertible Notes were not included in the calculation of diluted earnings per share, as the impact is antidilutive. For the nine months ended September 30, 2023, represents 8.3 million of weighted-average shares, using the if-converted method, related to our March 2022 convertible notes. For the three and nine months ended September 30, 2022, represents 8.3 million and 6.1 million of weighted-average shares, using the if-converted method, related to our March 2022 and March 2018 convertible notes, respectively. Our March 2018 convertible notes were repaid during the nine months ended September 30, 2023. Refer to Note 11 for additional discussion on our Convertible Notes.

Other Balance Sheet Items

Accumulated Other Comprehensive Income

As of September 30, 2023, total accumulated other comprehensive income was $ 10.6 million, primarily representing $ 281.8 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 271.2 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies. As of December 31, 2022, total accumulated other comprehensive income was $ 10.0 million, primarily representing $ 259.8 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $ 249.8 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

Non-Controlling Interests

The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are not owned by us. A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on their pro rata ownership of our Multifamily Joint Venture. As of September 30, 2023, our Multifamily Joint Venture’s total equity was $ 151.0 million, of which $ 128.3 million was owned by us, and $ 22.7 million was allocated to non-controlling interests. As of December 31, 2022, our Multifamily Joint Venture’s total equity was $ 169.4 million, of which $ 144.0 million was owned by us, and $ 25.4 million was allocated to non-controlling interests.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

14. OTHER EXPENSES

Our other expenses consist of the management and incentive fees we pay to our Manager and our general and administrative expenses.

Management and Incentive Fees

Pursuant to a management agreement between our Manager and us, or our Management Agreement, our Manager earns a base management fee in an amount equal to 1.50 % per annum multiplied by our outstanding equity balance, as defined in the Management Agreement. In addition, our Manager is entitled to an incentive fee in an amount equal to the product of (i) 20 % and (ii) the excess of (a) our Core Earnings (as defined in our Management Agreement) for the previous 12-month period over (b) an amount equal to 7.00 % per annum multiplied by our outstanding Equity, provided that our Core Earnings over the prior three-year period is greater than zero . Core Earnings, as defined in our Management Agreement, is generally equal to our GAAP net income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) unrealized gains (losses), (iv) net income (loss) attributable to our legacy portfolio, (v) certain non-cash items, and (vi) incentive management fees.

During the three and nine months ended September 30, 2023, we incurred $ 18.8 million and $ 56.0 million, respectively, of management fees payable to our manager, compared with $ 18.3 million and $ 54.6 million, respectively, during the same periods in 2022. In addition, during the three and nine months ended September 30, 2023, we incurred $ 10.1 million and $ 36.8 million, respectively, of incentive fees payable to our Manager, compared with $ 7.6 million and $ 21.9 million, respectively, during the same periods in 2022.

As of September 30, 2023 and December 31, 2022 we had accrued management and incentive fees payable to our Manager of $ 28.9 million and $ 33.8 million, respectively.

General and Administrative Expenses

General and administrative expenses consisted of the following ($ in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Professional services	$	3,038	$	2,695	$	9,579	$	8,086
Operating and other costs	1,357		2,018		5,383		4,329
Subtotal (1)	4,395		4,713		14,962		12,415
Non-cash compensation expenses
Restricted class A common stock earned	7,434		8,046		22,418		24,768
Director stock-based compensation	172		173		508		518
Subtotal	7,606		8,219		22,926		25,286
Total general and administrative expenses	$	12,001	$	12,932	$	37,888	$	37,701

(1) During the three and nine months ended September 30, 2023, we recognized an aggregate $ 230,000 and $ 826,000 , respectively, of expenses related to our Multifamily Joint Venture. During the three and nine months ended September 30, 2022, we recognized an aggregate $ 239,000 and $ 783,000 , respectively, of expenses related to our Multifamily Joint Venture.

15. INCOME TAXES

We have elected to be taxed as a REIT under the Internal Revenue Code for U.S. federal income tax purposes. We generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments and excluding any net capital gain, in order for U.S. federal income tax not to apply to our earnings. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our net taxable income, we will be subject to U.S. federal income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state, and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of September 30, 2023 and December 31, 2022, we were in compliance with all REIT requirements.

Securitization transactions could result in the creation of taxable mortgage pools for federal income tax purposes. As a REIT, so long as we own 100% of the equity interests in a taxable mortgage pool, we generally would not be adversely affected by the characterization of the securitization as a taxable mortgage pool. Certain categories of stockholders, however, such as foreign stockholders eligible for treaty or other benefits, stockholders with net operating losses, and certain tax-exempt stockholders that are subject to unrelated business income tax, or UBTI, could be subject to increased taxes on a portion of their dividend income from us that is attributable to the taxable mortgage pool. We have not made UBTI distributions to our common stockholders and do not intend to make such UBTI distributions in the future.

During the three and nine months ended September 30, 2023, we recorded a current income tax provision of $ 1.6 million and $ 4.7 million, respectively, primarily related to activities of our taxable REIT subsidiaries and various state and local taxes. During the three and nine months ended September 30, 2022, we recorded a current income tax provision of $ 1.2 million and $ 2.1 million, respectively. We did not have any deferred tax assets or liabilities as of September 30, 2023 or December 31, 2022.

We have net operating losses, or NOLs, generated by our predecessor business that may be carried forward and utilized in current or future periods. As a result of our issuance of 25,875,000 shares of class A common stock in May 2013, the availability of our NOLs is generally limited to $ 2.0 million per annum by change of control provisions promulgated by the Internal Revenue Service with respect to the ownership of Blackstone Mortgage Trust. As of September 30, 2023, we had estimated NOLs of $ 159.0 million that will expire in 2029, unless they are utilized by us prior to expiration. Previously, we recorded a full valuation allowance against such NOLs as we expected that they would expire unutilized. However, although uncertain, we may utilize a portion of NOLs prior to expiration. We do not expect the utilization of NOLs to have a material impact on our consolidated financial statements. We have recorded a full valuation allowance against such NOLs as it is probable that they will expire unutilized.

As of September 30, 2023, tax years 2019 through 2022 remain subject to examination by taxing authorities.

16. STOCK-BASED INCENTIVE PLANS

We are externally managed by our Manager and do not currently have any employees. However, as of September 30, 2023, our Manager, certain individuals employed by an affiliate of our Manager, and certain members of our board of directors were compensated, in part, through our issuance of stock-based instruments.

Under our two current stock incentive plans, a maximum of 10,400,000 shares of our class A common stock may be issued to our Manager, our directors and officers, and certain employees of affiliates of our Manager. As of September 30, 2023, there were 8,677,254 shares available under our current stock incentive plans. Prior to the adoption and shareholder approval of our new stock incentive plans in June 2022, we had stock-based incentive awards outstanding under nine stock incentive plans. In connection with the adoption of our new stock incentive plans, we consolidated all outstanding deferred stock units, or DSUs, under the new plans and retired the seven remaining historical plans. As such, no new awards may be issued under these expired plans, although our 2018 plans will continue to govern outstanding awards, other than DSUs, previously issued thereunder until such awards become vested or expire.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the movement in our outstanding shares of restricted class A common stock and the weighted-average grant date fair value per share:


	Restricted Class A Common Stock	Weighted-Average Grant Date Fair Value Per Share




Balance as of December 31, 2022	1,883,784	$	27.90
Granted	505,432	21.37
Vested	( 834,264 )	27.34
Forfeited	( 15,477 )	24.55
Balance as of September 30, 2023	1,539,475	$	26.09

These shares generally vest in installments over a period of three years , pursuant to the terms of the respective award agreements and the terms of our current benefit plans. The 1,539,475 shares of restricted class A common stock outstanding as of September 30, 2023 will vest as follows: 271,668 shares will vest in 2023; 844,109 shares will vest in 2024; and 423,698 shares will vest in 2025. As of September 30, 2023, total unrecognized compensation cost relating to unvested share-based compensation arrangements was $ 38.4 million based on the grant date fair value of shares granted. This cost is expected to be recognized over a weighted-average period of 1.0 years from September 30, 2023.

17. FAIR VALUES

Assets and Liabilities Measured at Fair Value

The following table summarizes our assets and liabilities measured at fair value on a recurring basis ($ in thousands):


	September 30, 2023								December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Derivatives	$	—	$	114,558	$	—	$	114,558	$	—	$	7,349	$	—	$	7,349
Liabilities
Derivatives	$	—	$	328	$	—	$	328	$	—	$	119,665	$	—	$	119,665

Refer to Note 2 for further discussion regarding fair value measurement.

Fair Value of Financial Instruments

As discussed in Note 2, GAAP requires disclosure of fair value information about financial instruments, whether or not recognized at fair value in the statement of financial position, for which it is practicable to estimate that value.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

The following table details the book value, face amount, and fair value of the financial instruments described in Note 2 ($ in thousands):


	September 30, 2023						December 31, 2022
	Book Value		Face Amount		Fair Value		Book Value		Face Amount		Fair Value
Financial assets
Cash and cash equivalents	$	421,495	$	421,495	$	421,495	$	291,340	$	291,340	$	291,340
Loans receivable, net	23,252,478		23,849,497		23,007,371		24,691,743		25,160,343		24,445,042

Financial liabilities
Secured debt, net	12,793,344		12,809,913		12,466,689		13,528,164		13,549,748		13,121,306
Securitized debt obligations, net	2,509,254		2,512,511		2,309,845		2,664,010		2,673,541		2,597,377
Asset-specific debt, net	930,757		935,435		924,278		942,503		950,278		934,815
Loan participations sold, net	275,184		275,697		269,646		224,232		224,744		217,717
Secured term loans, net	2,104,824		2,140,720		2,097,253		2,114,549		2,157,218		2,103,943
Senior secured notes, net	362,981		366,590		308,784		395,166		400,000		343,665
Convertible notes, net	295,527		300,000		267,468		514,257		520,000		478,232

Estimates of fair value for cash and cash equivalents and convertible notes are measured using observable, quoted market prices, or Level 1 inputs. Estimates of fair value for securitized debt obligations, the term loans, and the senior secured notes are measured using observable, quoted market prices, in inactive markets, or Level 2 inputs. All other fair value significant estimates are measured using unobservable inputs, or Level 3 inputs. See Note 2 for further discussion regarding fair value measurement of certain of our assets and liabilities.

18. VARIABLE INTEREST ENTITIES

We have financed a portion of our loans through the CLOs, all of which are VIEs. We are the primary beneficiary of, and therefore consolidate, the CLOs on our balance sheet as we (i) control the relevant interests of the CLOs that give us power to direct the activities that most significantly affect the CLOs, and (ii) have the right to receive benefits and obligation to absorb losses of the CLOs through the subordinate interests we own.

The following table details the assets and liabilities of our consolidated VIEs ($ in thousands):


	September 30, 2023		December 31, 2022
Assets
Loans receivable	$	3,155,701	$	3,317,316
Current expected credit loss reserve	( 178,185 )		( 93,396 )
Loans receivable, net	2,977,516		3,223,920
Other assets	15,228		15,995
Total assets	$	2,992,744	$	3,239,915
Liabilities
Securitized debt obligations, net	$	2,509,254	$	2,664,010
Other liabilities	7,601		7,234
Total liabilities	$	2,516,855	$	2,671,244

Assets held by these VIEs are restricted and can be used only to settle obligations of the VIEs, including the subordinate interests owned by us. The liabilities of these VIEs are non-recourse to us and can only be satisfied from the assets of the VIEs. The consolidation of these VIEs results in an increase in our gross assets, liabilities, interest income and interest expense, however it does not affect our stockholders’ equity or net income. We are not obligated to provide, have not provided, and do not intend to provide financial support to these consolidated VIEs.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

19. TRANSACTIONS WITH RELATED PARTIES

We are managed by our Manager pursuant to the Management Agreement, the current term of which expires on December 19, 2023, and will be automatically renewed for a one year term upon such date and each anniversary thereafter unless earlier terminated.

As of September 30, 2023 and December 31, 2022, our consolidated balance sheets included $ 28.9 million and $ 33.8 million of accrued management and incentive fees payable to our Manager, respectively. During the three and nine months ended September 30, 2023, we paid aggregate management and incentive fees of $ 32.8 million and $ 97.7 million, respectively, to our Manager, compared to $ 27.1 million and $ 78.9 million, respectively, during the same period of 2022. In addition, during the three and nine months ended September 30, 2023, we incurred expenses of $ 325,000 and $ 2.3 million, respectively, that were paid by our Manager and will be reimbursed by us, compared to $ 163,000 and $ 723,000 , respectively, of such expenses during the same period of 2022.

As of September 30, 2023, our Manager held 762,845 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $ 20.6 million, and vest in installments over three years from the date of issuance. During the three and nine months ended September 30, 2023, we recorded non-cash expenses related to shares held by our Manager of $ 3.9 million and $ 11.7 million, respectively, compared to $ 4.1 million and $ 12.5 million during the same period in 2022. Refer to Note 16 for further details on our restricted class A common stock.

An affiliate of our Manager is the special servicer of the CLOs. This affiliate did not earn any special servicing fees related to the CLOs during the nine months ended September 30, 2023 and 2022.

During the three and nine months ended September 30, 2023, we incurred $ 320,000 and $ 800,000 , respectively, of expenses for various administrative and operations services to third-party service providers that are affiliates of our Manager, compared to $ 88,000 and $ 280,000 , respectively, during the same period of 2022.

In the first quarter of 2019, we originated £ 240.1 million of a total £ 490.0 million senior loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle. The loan terms were negotiated by our third-party co-lender, and we forgo all non-economic rights under the loan, including voting rights, so long as a Blackstone-advised investment vehicle controls the borrower. In the second quarter of 2023, the loan was modified to include, among other changes, an extension of the loan's maturity date, an additional borrower equity contribution and partial repayment, and an increase in the loan’s contractual interest rate (a portion of which is paid-in-kind). The terms of the modification were negotiated by our third-party co-lender, and we agreed to the modification on such terms.

20. COMMITMENTS AND CONTINGENCIES

Unfunded Commitments Under Loans Receivable

As of September 30, 2023, we had aggregate unfunded commitments of $ 2.7 billion across 101 loans receivable, and $ 1.5 billion of committed or identified financings for those commitments, resulting in net unfunded commitments of $ 1.2 billion. The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and their fundability varies depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. We expect to fund our loan commitments over the remaining term of the related loans, which have a weighted-average future funding period of 2.6 years.

Blackstone Mortgage Trust, Inc.

Notes to Consolidated Financial Statements (continued) (Unaudited)

Principal Debt Repayments

Our contractual principal debt repayments as of September 30, 2023 were as follows ($ in thousands):


Year	Secured Debt (1)		Asset-Specific Debt (1)		Term Loans (2)		Senior Secured Notes		Convertible Notes (3)		Total (4)
2023 (remaining)	$	133,901	$	—	$	5,499	$	—	$	—	$	139,400
2024	2,768,963		—		21,997		—		—		2,790,960
2025	1,306,172		786,633		21,997		—		—		2,114,802
2026	4,260,992		—		1,302,574		—		—		5,563,566
2027	3,265,039		—		8,258		366,590		300,000		3,939,887
Thereafter	1,074,846		148,802		780,395		—		—		2,004,043
Total obligation	$	12,809,913	$	935,435	$	2,140,720	$	366,590	$	300,000	$	16,552,658

(1) Our secured debt and asset-specific debt agreements are generally term-matched to their underlying collateral. Therefore, the allocation of payments under such agreements is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective debt agreement is used.

(2) The Term Loans are partially amortizing, with an amount equal to 1.0 % per annum of the initial principal balance due in quarterly installments. Refer to Note 9 for further details on our term loans.

(3) Reflects the outstanding principal balance of Convertible Notes, excluding any potential conversion premium. Refer to Note 11 for further details on our Convertible Notes.

(4) Total does not include $ 2.5 billion of consolidated securitized debt obligations, $ 1.1 billion of non-consolidated senior interests, and $ 275.7 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us.

Board of Directors’ Compensation

As of September 30, 2023, of the ten members of our board of directors, our six independent directors are entitled to annual compensation of $ 210,000 each, of which $ 95,000 is paid in cash and $ 115,000 is paid in the form of deferred stock units or, at their election, shares of restricted common stock. The other four board members, including our chairman and our chief executive officer, are not compensated by us for their service as directors. In addition, (i) the chairs of our audit, compensation, and corporate governance committees receive additional annual cash compensation of $ 20,000 , $ 15,000 , and $ 10,000 , respectively and (ii) the members of our audit and investment risk management committees receive additional annual cash compensation of $ 10,000 and $ 7,500 , respectively.

Litigation

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2023, we were not involved in any material legal proceedings.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References herein to “Blackstone Mortgage Trust,” “Company,” “we,” “us,” or “our” refer to Blackstone Mortgage Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The following discussion should be read in conjunction with the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. In addition to historical data, this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, which reflect our current views with respect to, among other things, our business, operations and financial performance. You can identify these forward-looking statements by the use of words such as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “seeks,” “anticipates,” “should,” “could,” “may,” “designed to,” “foreseeable future,” “believe,” “scheduled,” and similar expressions. Such forward-looking statements are subject to various risks, uncertainties and assumptions. Our actual results or outcomes may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022 and elsewhere in this Quarterly Report on Form 10-Q.

Introduction

We benefit from the deep knowledge, experience and information advantages of our Manager, which is a part of Blackstone’s real estate platform. Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility. The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and we believe gives us the tools to expertly manage the assets in our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.

Recent Developments

Macroeconomic Environment

The nine months ended September 30, 2023 have been characterized by continued volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions. Recent events affecting financial institutions have also contributed to volatility in global markets and diminished liquidity and credit availability in the market broadly.

Continued inflation has prompted central banks to take monetary policy tightening actions, including raising interest rates, which has created further uncertainty for the economy and for our borrowers. Although our business model is such that rising interest rates will, all else equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers and lead to nonperformance. Additionally, rising rates and increasing costs may dampen consumer spending and slow corporate profit growth, which may negatively impact the collateral underlying certain of our loans. It remains difficult to predict the full impact of recent events and any future changes in interest rates or inflation.

Reference Rate Reform

Refer to “Part I. Item 1A. Risk Factors—Risks Related to Our Lending and Investment Activities—The transition away from reference rates and use of alternative replacement reference rates may adversely affect net interest income related to our loans and investments or otherwise adversely affect our results of operations, cash flows and the market value of our investments” of our Annual Report on Form 10-K filed with the SEC on February 8, 2023.

I. Key Financial Measures and Indicators

As a real estate finance company, we believe the key financial measures and indicators for our business are earnings per share, dividends declared, Distributable Earnings, and book value per share. For the three months ended September 30, 2023, we recorded basic earnings per share of $0.17, declared a dividend of $0.62 per share, and reported $0.78 per share of Distributable Earnings. In addition, our book value as of September 30, 2023 was $25.90 per share, which is net of a $2.76 per share cumulative CECL reserve.

As further described below, Distributable Earnings is a measure that is not prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, which 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 loan portfolio and operations. In addition, Distributable Earnings is a performance metric we consider when declaring our dividends.

Earnings Per Share and Dividends Declared

The following table sets forth the calculation of basic net income per share and dividends declared per share ($ in thousands, except per share data):


	Three Months Ended
	September 30, 2023		June 30, 2023
Net income (1)	$	29,524	$	101,651
Weighted-average shares outstanding, basic	172,648,118		172,615,385
Per share amount, basic	$	0.17	$	0.59










Dividends declared per share	$	0.62	$	0.62

(1) Represents net income attributable to Blackstone Mortgage Trust. Refer to Note 13 to our consolidated financial statements for the calculation of diluted net income per share.

Distributable Earnings

Distributable Earnings is a non-GAAP measure, which we define as GAAP net income (loss), including realized gains and losses not otherwise recognized in current period GAAP net income (loss), and excluding (i) non-cash equity compensation expense, (ii) depreciation and amortization, (iii) unrealized gains (losses), and (iv) certain non-cash items. Distributable Earnings may also be adjusted from time to time to exclude one-time events pursuant to changes in GAAP and certain other non-cash charges as determined by our Manager, subject to approval by a majority of our independent directors. Distributable Earnings mirrors the terms of our management agreement between our Manager and us, or our Management Agreement, for purposes of calculating our incentive fee expense.

Our CECL reserve has been excluded from Distributable Earnings consistent with other unrealized gains (losses) pursuant to our existing policy for reporting Distributable Earnings. We expect to only recognize such potential credit losses in Distributable Earnings if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected. The realized loss amount reflected in Distributable Earnings will equal the difference between the cash received, or expected to be received, and the book value of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the loan.

We believe that Distributable Earnings provides meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a useful financial metric for existing and potential future holders of our class A common stock as historically, over time, Distributable Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments, and therefore we believe our dividends are one of the principal reasons stockholders may invest in our class A common stock. Refer to Note 15 to our consolidated financial statements for further discussion of our distribution requirements as a REIT. Further, Distributable Earnings 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 loan portfolio and operations, and is a performance metric we consider when declaring our dividends.

Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), or an indication of our GAAP cash flows from operations, a measure of our liquidity, or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies.

The following table provides a reconciliation of Distributable Earnings to GAAP net income ($ in thousands, except per share data):


	Three Months Ended
	September 30, 2023		June 30, 2023
Net income (1)	$	29,524	$	101,651

Increase in current expected credit loss reserve	96,900		27,807
Non-cash compensation expense	7,610		7,665
Realized hedging and foreign currency (loss) gain, net (2)	32		(130)
Other items	—		43
Adjustments attributable to non-controlling interests, net	118		(42)
Distributable Earnings	$	134,184	$	136,994
Weighted-average shares outstanding, basic (3)	172,648,118		172,615,385
Distributable Earnings per share, basic	$	0.78	$	0.79

(1) Represents net income attributable to Blackstone Mortgage Trust.

(2) Represents realized gains and losses on the repatriation of unhedged foreign currency. These amounts were not included in GAAP net income, but rather as a component of other comprehensive income in our consolidated financial statements.

(3) The weighted-average shares outstanding, basic, exclude shares issuable from a potential conversion of our Convertible Notes. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, these potentially issuable shares are excluded until a conversion occurs. Refer to Note 13 to our consolidated financial statements for the calculation of diluted net income per share.

Book Value Per Share

The following table calculates our book value per share ($ in thousands, except per share data):


	September 30, 2023		June 30, 2023
Stockholders’ equity	$	4,470,870	$	4,540,662
Shares
Class A common stock	172,296,051		172,310,062
Deferred stock units	349,232		339,702
Total outstanding	172,645,283		172,649,764
Book value per share (1)	$	25.90	$	26.30

(1) The book value per share excludes shares issuable from a potential conversion of our Convertible Notes. Refer to Note 13 to our consolidated financial statements for the calculation of diluted net income per share.

II. Loan Portfolio

Loan fundings during the quarter totaled $440.4 million and loan repayments and sales during the quarter totaled $1.0 billion. We generated interest income of $519.3 million and incurred interest expense of $354.0 million during the quarter, which resulted in $165.4 million of net interest income during the three months ended September 30, 2023.

Portfolio Overview

The following table details our loan origination activity ($ in thousands):



	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Loan originations (1)	$	50,000	$	50,000
Loan fundings (2)	$	440,390	$	1,326,880
Loan repayments and sales (3)	(1,028,970)		(3,126,516)
Total net repayments	$	(588,580)	$	(1,799,636)

(1) Includes new loan originations and additional commitments made under existing loans.

(2) Loan fundings during the three and nine months ended September 30, 2023, include $87.0 million and $258.0 million, respectively, of additional fundings under related non-consolidated senior interests.

(3) Loan repayments and sales during the three and nine months ended September 30, 2023, include $139.4 million and $795.8 million, respectively, of additional repayments or reduction of loan exposure under related non-consolidated senior interests. Additionally, loan repayments and sales during both the three and nine months ended September 30, 2023, include $50.7 million related to the sale of a junior loan interest.

The following table details overall statistics for our loan portfolio as of September 30, 2023 ($ in thousands):



	Balance Sheet Portfolio			Loan Exposure (1)
Number of investments	185			185
Principal balance	$	23,849,497		$	24,912,876
Net book value	$	23,252,478		$	23,252,478
Unfunded loan commitments (2)	$	2,671,851		$	2,671,851
Weighted-average cash coupon (3)	+ 3.43		%	+ 3.38		%
Weighted-average all-in yield (3)	+ 3.77		%	+ 3.73		%
Weighted-average maximum maturity (years) (4)	2.6			2.6
Origination loan to value (LTV) (5)	63.8		%	64.0		%

(1) Total loan exposure reflects our aggregate exposure to each loan investment. As of September 30, 2023, total loan exposure, includes (i) loans with an outstanding principal balance of $23.8 billion that are included in our consolidated financial statements, (ii) $1.1 billion of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $48.8 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements. We have retained an aggregate $280.3 million of subordinate mezzanine loans, as of September 30, 2023, related to non-consolidated senior interests that are included in our balance sheet portfolio.

(2) Unfunded commitments will primarily be funded to finance our borrowers’ construction or development of real estate-related assets, capital improvements of existing assets, or lease-related expenditures. These commitments will generally be funded over the term of each loan, subject in certain cases to an expiration date. Excludes $417.3 million of unfunded loan commitments related to our non-consolidated senior interests, as these commitments will not require cash outlays from us.

(3) The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, and other indices as applicable to each investment. As of September 30, 2023, 99% of our loans by principal balance earned a floating rate of interest, primarily indexed to SOFR, and the remaining 1% of our loans earn a fixed rate of interest. Floating rate exposure includes an interest rate swap with a notional amount of $229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery method.

(4) Maximum maturity assumes all extension options are exercised by the borrower, however our loans and other investments may be repaid prior to such date. As of September 30, 2023, 19% of our loans by total loan exposure were subject to yield maintenance or other prepayment restrictions and 81% were open to repayment by the borrower without penalty.

(5) Based on LTV as of the dates loans were originated or acquired by us, excluding any junior participations sold.

The following table details the index rate floors for our loan portfolio based on total loan exposure as of September 30, 2023 ($ in thousands):


	Total Loan Exposure (1)
Index Rate Floors	USD		Non-USD (2)		Total
Fixed Rate	$	326,972	$	—	$	326,972
0.00% or no floor (3)	5,066,778		6,919,974		11,986,752
0.01% to 1.00% floor	7,796,251		803,299		8,599,550
1.01% to 1.50% floor	1,305,950		153,906		1,459,856
1.51% to 2.00% floor	1,048,115		234,344		1,282,459
2.01% or more floor	1,257,287		—		1,257,287
Total (4)	$	16,801,353	$	8,111,523	$	24,912,876

(2) Includes Euro, British Pound Sterling, Swedish Krona, Australian Dollar, Swiss Franc, and Danish Krone currencies.

(3) Includes an interest rate swap with a notional amount of $229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure.

(4) As of September 30, 2023, the weighted-average index rate floor of our total loan exposure was 0.43%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 0.80%. As of December 31, 2022, the weighted-average index rate floor of our total loan exposure was 0.38%. Excluding 0.0% index rate floors and loans with no floor, the weighted-average index rate floor was 0.65%

The following table details the floating benchmark rates for our loan portfolio based on total loan exposure as of September 30, 2023 (total loan exposure amounts in thousands):


Investment Count	Currency	Total Loan Exposure (1)		Floating Rate Index (2)	Cash Coupon (3)	All-in Yield (3)
145	$	$	16,801,353	SOFR (4)	+ 3.22%	+ 3.53%
10	€	€	2,517,025	EURIBOR	+ 3.15%	+ 3.60%
23	£	£	2,890,166	SONIA	+ 3.82%	+ 4.31%
7	Various	$	1,973,357	Other (5)	+ 4.14%	+ 4.43%




185		$	24,912,876	Applicable Index	+ 3.38%	+ 3.73%

(2) We use foreign currency forward contracts to protect the value or fix the amount of certain investments or cash flows in terms of the U.S. dollar. We earn forward points on our forward contracts that reflect the interest rate differentials between the applicable base rate for our foreign currency investments and prevailing U.S. interest rates. These forward contracts effectively convert the foreign currency rate exposure for such investments to USD-equivalent interest rates.

(3) In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery method.

(4) Includes an interest rate swap with a notional amount of $229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure.

(5) Includes floating rate loans indexed to STIBOR, BBSY, SARON, and CIBOR indices.

The charts below detail the geographic distribution and types of properties securing our loan portfolio, as of September 30, 2023:

Collateral Diversification

(Net Loan Exposure, (1) % of Total)

Geographic Diversification

(Net Loan Exposure, (1) % of Total) 245

______________

(1) Net loan exposure reflects the amount of each loan that is subject to risk of credit loss to us as of September 30, 2023, which is our total loan exposure net of (i) $1.1 billion of non-consolidated senior interests, (ii) $935.4 million of asset-specific debt, (iii) $226.9 million of senior loan participations sold, (iv) $40.7 million of cost-recovery proceeds, and (v) our total loans receivable CECL reserve of $463.4 million. Our non-consolidated senior interests, asset-specific debt, and loan participations sold are structurally non-recourse and term-matched to the corresponding collateral loans.

Refer to section VI of this Item 2 for details of our loan portfolio, on a loan-by-loan basis.

Portfolio Management

During the three months ended September 30, 2023, all borrowers were compliant with the contractual terms of each respective loan, with limited interest deferrals. We believe this demonstrates the overall strength of our loan portfolio and the commitment and financial wherewithal of our borrowers generally, which are primarily affiliated with large real estate private equity funds and other strong, well-capitalized, and experienced sponsors.

We maintain a robust asset management relationship with our borrowers and utilize these relationships to maximize the performance of our portfolio, including during periods of volatility. We believe that we benefit from these relationships and from our long-standing core business model of originating senior loans collateralized by large assets in major markets with experienced, well-capitalized institutional sponsors. Our loan portfolio’s low weighted-average origination LTV of 64.0%, excluding any junior participations sold, as of September 30, 2023 reflects significant equity value that we expect our sponsors will be motivated to protect through periods of cyclical disruption. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments. As of September 30, 2023, we had an aggregate $322.6 million asset-specific CECL

reserve related to ten of our loans receivable, with an aggregate amortized cost basis of $1.4 billion, net of cost-recovery proceeds. This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of September 30, 2023.

Our portfolio monitoring and asset management operations benefit from the deep knowledge, experience, and information advantages derived from our position as part of Blackstone’s real estate platform. Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility. The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and gives us the tools to expertly asset manage our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.

As discussed in Note 2 to our consolidated financial statements, we perform a quarterly review of our loan portfolio, assesses the performance of each loan, and assigns it a risk rating between “1” and “5,” from less risk to greater risk. Our loan portfolio had a weighted-average risk rating of 2.9 as of both September 30, 2023 and December 31, 2022.

The following table allocates the net book value, total loan exposure, and net loan exposure balances based on our internal risk ratings ($ in thousands):


	September 30, 2023
Risk Rating	Number of Loans	Net Book Value		Total Loan Exposure (1)		Net Loan Exposure (2)
1	15	$	763,494	$	812,060	$	764,174
2	40	6,102,290		6,578,639		5,105,664
3	107	12,493,474		13,120,942		12,281,191
4	13	2,965,121		2,967,865		2,913,093
5	10	1,391,522		1,433,370		1,070,087
Loans receivable	185	$	23,715,901	$	24,912,876	$	22,134,209
CECL reserve		(463,423)
Loans receivable, net		$	23,252,478

Current Expected Credit Loss Reserve

The CECL reserve required by GAAP reflects our current estimate of potential credit losses related to our loans included in our consolidated balance sheets. Other than a few narrow exceptions, GAAP requires that all financial instruments subject to the CECL model have some amount of loss reserve to reflect the principle underlying the CECL model that all loans and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.

During the three months ended September 30, 2023, we recorded an increase of $99.5 million in the CECL reserve against our loans receivable portfolio, bringing our total loans receivable CECL reserve to $463.4 million as of September 30, 2023. This CECL reserve reflects certain loans assessed for impairment in our portfolio, as well as macroeconomic conditions.

on these loans as recovery of income and principal was doubtful. During the three months ended September 30, 2023, we recorded $7.2 million of interest income on these three loans.

As of September 30, 2023, we had an aggregate $322.6 million asset-specific CECL reserve related to ten of our loans receivable, with an aggregate amortized cost basis of $1.4 billion, net of cost-recovery proceeds. This CECL reserve was recorded based on our estimation of the fair value of each of the loan's underlying collateral as of September 30, 2023. No income was recorded on our impaired loans subsequent to determining that they were impaired. As of September 30, 2023, all such borrowers were compliant with the contractual terms of each respective loan, including any required payment of interest. During the three months ended September 30, 2023, we received an aggregate $10.2 million of cash proceeds from such loans that were applied as a reduction to the amortized cost basis of each respective loan. Refer to Note 2 for further discussion of our revenue recognition and CECL reserve policies.

Multifamily Joint Venture

As of September 30, 2023, our Multifamily Joint Venture held $639.2 million of loans, which are included in the loan disclosures above. Refer to Note 2 to our consolidated financial statements for additional discussion of our Multifamily Joint Venture.

Portfolio Financing

Our portfolio financing consists of secured debt, securitizations, and asset-specific debt. The following table details our portfolio financing ($ in thousands):


	Portfolio Financing Outstanding Principal Balance
	September 30, 2023		December 31, 2022
Secured debt	$	12,809,913	$	13,549,748
Securitizations	2,512,511		2,673,541
Asset-specific debt	935,435		950,278
Total portfolio financing	$	16,257,859	$	17,173,567

Secured Debt

The following table details our outstanding secured debt ($ in thousands):


	Secured Debt Borrowings Outstanding
	September 30, 2023		December 31, 2022
Secured credit facilities	$	12,809,913	$	13,549,748
Acquisition facility	—		—

Total secured debt	$	12,809,913	$	13,549,748

Secured Credit Facilities

The following table details our secured credit facilities by spread over the applicable base rates as of September 30, 2023 ($ in thousands):


	Nine Months Ended September 30, 2023		September 30, 2023
Spread (1)	New Financings (2)		Total Borrowings		Wtd. Avg. All-in Cost (1)(3)(4)		Collateral (5)		Wtd. Avg. All-in Yield (1)(3)		Net Interest Margin (6)
+ 1.50% or less	$	—	$	5,625,471	+1.53	%	$	8,308,855	+3.27	%	+1.74	%
+ 1.51% to + 1.75%	$	—	2,794,848		+1.82	%	3,902,545		+3.57	%	+1.75	%
+ 1.76% to + 2.00%	$	—	1,912,045		+2.13	%	2,974,091		+4.01	%	+1.88	%
+ 2.01% or more	66,924		2,477,549		+2.61	%	3,427,740		+4.62	%	+2.01	%
Total	$	66,924	$	12,809,913	+1.89	%	$	18,613,231	+3.69	%	+1.80	%

(1) The spread, all-in cost, and all-in yield are expressed over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, and other indices as applicable.

(2) Represents borrowings outstanding as of September 30, 2023 for new financings closed during the nine months ended September 30, 2023.

(4) Represents the weighted-average all-in cost as of September 30, 2023 and is not necessarily indicative of the spread applicable to recent or future borrowings.

(5) Represents the principal balance of the collateral assets.

(6) Represents the difference between the weighted-average all-in yield and weighted-average all-in cost.

Acquisition Facility

We have a $100.0 million full recourse secured credit facility that is designed to finance eligible first mortgage originations for up to nine months as a bridge to term financing without obtaining discretionary lender approval. The cost of borrowing under the facility is variable, dependent on the type of loan collateral, and its maturity date is April 3, 2024. As of September 30, 2023, we had no assets pledged to our acquisition facility and no outstanding borrowings.

Securitizations

Securitized Debt Obligations

We have financed certain pools of our loans through collateralized loan obligations, or CLOs. The following table details our securitized debt obligations and the underlying collateral assets that are financed by our CLOs ($ in thousands):


	September 30, 2023
Securitized Debt Obligations		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)(2)		Term (3)
2021 FL4 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	$	803,750	$	801,392	+ 1.69	%	May 2038
Underlying Collateral Assets		27	1,000,000		1,000,000		+ 3.35	%	December 2025
2020 FL3 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	716,342		716,284		+ 2.18	%	November 2037
Underlying Collateral Assets		15	907,592		907,592		+ 3.04	%	May 2025
2020 FL2 Collateralized Loan Obligation
Senior CLO Securities Outstanding		1	992,419		991,578		+ 1.57	%	February 2038
Underlying Collateral Assets		16	1,249,294		1,249,294		+ 3.25	%	May 2025
Total
Senior CLO Securities Outstanding (4)		3	$	2,512,511	$	2,509,254	+ 1.78	%
Underlying Collateral Assets		58	$	3,156,886	$	3,156,886	+ 3.21	%

(1) In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, purchase discounts, and accrual of exit fees.

(4) During the three and nine months ended September 30, 2023, we recorded $44.5 million and $127.6 million, respectively, of interest expense related to our securitized debt obligations.

Refer to Note 6 and Note 18 to our consolidated financial statements for additional details of our securitized debt obligations.

Asset-Specific Debt

The following table details our asset-specific debt ($ in thousands):


	September 30, 2023
Asset-Specific Debt		Count	Principal Balance		Book Value		Wtd. Avg. Yield/Cost (1)		Wtd. Avg. Term (2)
Financing provided		2	$	935,435	$	930,757	+ 3.13	%	February 2026
Collateral assets		2	$	1,111,453	$	1,102,848	+ 3.95	%	February 2026

Corporate Financing

The following table details our outstanding corporate financing ($ in thousands):


	Corporate Financing Outstanding Principal Balance
	September 30, 2023		December 31, 2022
Term loans	$	2,140,720	$	2,157,218
Senior secured notes	366,590		400,000
Convertible notes	300,000		520,000
Total corporate financing	$	2,807,310	$	3,077,218

Term Loans

As of September 30, 2023, the following senior term loan facilities, or Term Loans, were outstanding ($ in thousands):


Term Loans	Face Value		Interest Rate (1)		All-in Cost (1)(2)		Maturity
B-1 Term Loan	$	913,230	+ 2.36	%	+ 2.65	%	April 23, 2026
B-3 Term Loan	$	411,998	+ 2.86	%	+ 3.54	%	April 23, 2026
B-4 Term Loan	$	815,492	+ 3.50	%	+ 4.11	%	May 9, 2029

(1) The B-3 Term Loan and the B-4 Term Loan borrowings are subject to a floor of 0.50%. The Term Loans are indexed to one-month SOFR.

(2) Includes issue discount and transaction expenses that are amortized through interest expense over the life of the Term Loans.

Refer to Note 2 and Note 9 to our consolidated financial statements for additional discussion of our Term Loans.

Senior Secured Notes

During the three months ended September 30, 2023, we repurchased an aggregate principal amount of $33.4 million of the Senior Secured Notes at a weighted-average price of 85%. This resulted in a gain on extinguishment of debt of $4.5 million during both the three and nine months ended September 30, 2023.

As of September 30, 2023, the following Senior Secured Notes, were outstanding ($ in thousands):


Senior Secured Notes	Face Value		Interest Rate		All-in Cost (1)		Maturity
Senior Secured Notes	$	366,590	3.75	%	4.02	%	January 15, 2027

(1) Includes transaction expenses that are amortized through interest expense over the life of the Senior Secured Notes.

Refer to Note 2 and Note 10 to our consolidated financial statements for additional discussion of our Senior Secured Notes.

Convertible Notes

As of September 30, 2023 the following convertible senior notes, or Convertible Notes, were outstanding ($ in thousands):


Convertible Notes Issuance	Face Value		Interest Rate		All-in Cost (1)		Conversion Price (2)	Maturity


March 2022	$	300,000	5.50	%	5.94	%	$36.27	March 15, 2027

(1) Includes issuance costs that are amortized through interest expense over the life of the Convertible Notes using the effective interest method.

(2) Represents the price of class A common stock per share based on a conversion rate of 27.5702 for the March 2022 convertible notes. The conversion rate represents the number of shares of class A common stock issuable per $1,000 principal amount of Convertible Notes. The cumulative dividend threshold as defined in the March 2022 convertible notes supplemental indenture has not been exceeded as of September 30, 2023.

Refer to Note 2 and Note 11 to our consolidated financial statements for additional discussion of our Convertible Notes.

Floating Rate Portfolio

Generally, our business model is such that rising interest rates will increase our net income, while declining interest rates will decrease net income. As of September 30, 2023, 99% of our loans by total loan exposure earned a floating rate of interest and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate loans.

Our liabilities are generally currency and index-matched to each collateral asset, resulting in a net exposure to movements in benchmark rates that varies by currency silo based on the relative proportion of floating rate assets and liabilities.

The following table details our investment portfolio’s exposure to interest rates by currency as of September 30, 2023 (amounts in thousands):


	USD		GBP		EUR		All Other (1)
Floating rate loans (2)(3)(4)	$	15,362,205	£	2,664,166	€	2,517,025	$	1,973,357
Floating rate debt (2)(4)(5)	(12,465,258)		(1,960,364)		(1,876,023)		(1,558,353)
Net floating rate exposure	$	2,896,947	£	703,802	€	641,002	$	415,004
Net floating rate exposure in USD (6)	$	2,896,947	$	858,567	$	677,730	$	415,004

(1) Includes Australian Dollar, Danish Krone, Swedish Krona, and Swiss Franc currencies.

(2) Our floating rate loans and related liabilities are currency and index-matched to the applicable benchmark rate relevant in each arrangement.

(3) Includes an interest rate swap with a notional amount of $229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure.

(4) Excludes $1.1 billion of non-consolidated senior interests and $275.7 million of loan participations sold, as of September 30, 2023. Our non-consolidated senior interests and loan participations sold are structurally non-recourse and term-matched to the corresponding loans, and have no impact on our net floating rate exposure .

(5) Includes amounts outstanding under secured debt, securitizations, asset-specific debt, and term loans.

(6) Represents the U.S. dollar equivalent as of September 30, 2023.

III. Our Results of Operations

Operating Results

The following table sets forth information regarding our consolidated results of operations for the three months ended September 30, 2023 and June 30, 2023 ($ in thousands, except per share data):


	Three Months Ended				Change
	September 30, 2023		June 30, 2023		$
Income from loans and other investments
Interest and related income	$	519,342	$	521,892	$	(2,550)
Less: Interest and related expenses	353,972		344,549		9,423
Income from loans and other investments, net	165,370		177,343		(11,973)
Other expenses
Management and incentive fees	28,882		32,815		(3,933)
General and administrative expenses	12,001		13,022		(1,021)
Total other expenses	40,883		45,837		(4,954)
Increase in current expected credit loss reserve	(96,900)		(27,807)		(69,093)
Gain on extinguishment of debt	4,541		—		4,541
Income before income taxes	32,128		103,699		(71,571)
Income tax provision	1,568		1,202		366
Net Income	30,560		102,497		(71,937)
Net income attributable to non-controlling interests	(1,036)		(846)		(190)
Net income attributable to Blackstone Mortgage Trust, Inc.	$	29,524	$	101,651	$	(72,127)
Net income per share of common stock

Basic	$	0.17	$	0.59	$	(0.42)
Diluted	$	0.17	$	0.58	$	(0.41)

Weighted-average shares of common stock outstanding
Basic	172,648,118		172,615,385		32,733
Diluted	172,648,118		180,886,445		(8,238,327)

Dividends declared per share	$	0.62	$	0.62	$	—

Income from loans and other investments, net

Income from loans and other investments, net decreased $12.0 million during the three months ended September 30, 2023 compared to the three months ended June 30, 2023. The decrease was primarily due to (i) a decrease in the weighted-average principal balance of our loan portfolio by $659.8 million for the three months ended September 30, 2023 compared to the three months ended June 30, 2023 and (ii) a decline in interest income related to an additional loan accounted for under the cost-recovery method effective June 30, 2023. This was offset by a decrease in the weighted-average principal balance of our outstanding financing arrangements by $715.7 million for the three months ended September 30, 2023 compared to the three months ended June 30, 2023.

Other expenses

Other expenses include management and incentive fees payable to our Manager and general and administrative expenses. Other expenses decreased by $5.0 million during the three months ended September 30, 2023 compared to the three months ended June 30, 2023 primarily due to a decrease of (i) $4.0 million of incentive fees payable to our Manager and (ii) $966,000 of general operating expenses.

Changes in current expected credit loss reserve

During the three months ended September 30, 2023, we recorded a $96.9 million increase in the CECL reserve, as compared to a $27.8 million increase during the three months ended June 30, 2023. This CECL reserve reflects certain

loans assessed for impairment in our portfolio, as well as macroeconomic conditions. See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserve.

Gain on extinguishment of debt

During the three months ended September 30, 2023, we recognized a gain on extinguishment of debt of $4.5 million related to the repurchase of an aggregate principal amount of $33.4 million of our Senior Secured Notes. There was no repurchase activity in the three months ended June 30, 2023.

Dividends per share

During the three months ended September 30, 2023, we declared aggregate dividends of $0.62 per share, or $106.8 million. During the three months ended June 30, 2023, we declared aggregate dividends of $0.62 per share, or $106.8 million.

The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2023 and 2022 ($ in thousands, except per share data):


	Nine Months Ended				Change
	September 30, 2023		September 30, 2022		$
Income from loans and other investments
Interest and related income	$	1,532,618	$	876,676	$	655,942
Less: Interest and related expenses	1,015,718		439,708		576,010
Income from loans and other investments, net	516,900		436,968		79,932
Other expenses
Management and incentive fees	92,747		76,462		16,285
General and administrative expenses	37,888		37,701		187
Total other expenses	130,635		114,163		16,472
Increase in current expected credit loss reserve	(134,530)		(22,694)		(111,836)
Gain on extinguishment of debt	4,541		—		4,541
Income before income taxes	256,276		300,111		(43,835)
Income tax provision	4,663		2,064		2,599
Net Income	251,613		298,047		(46,434)
Net income attributable to non-controlling interests	(2,681)		(1,864)		(817)
Net income attributable to Blackstone Mortgage Trust, Inc.	$	248,932	$	296,183	$	(47,251)
Net income per share of common stock
Basic	$	1.44	$	1.74	$	(0.30)
Diluted	$	1.44	$	1.71	$	(0.27)
Weighted-average shares of common stock outstanding
Basic	172,620,799		170,303,470		2,317,329
Diluted	180,891,859		182,011,842		(1,119,983)
Dividends declared per share	$	1.86	$	1.86	$	—

Income from loans and other investments, net

Income from loans and other investments, net increased $79.9 million during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The increase was primarily due to (i) an increase in floating rate indices during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022, and (ii) an increase in the weighted-average principal balance of our loan portfolio by $835.7 million for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022. This was offset by (i) an increase in the weighted-average principal balance of our outstanding financing arrangements by $821.0 million for the nine months

ended September 30, 2023, as compared to the nine months ended September 30, 2022 and (ii) a decline in interest income related to an additional four loans accounted for under the cost-recovery method effective December 31, 2022.

Other expenses

Other expenses increased by $16.5 million during the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 due to an increase of (i) $14.9 million of incentive fees payable to our Manager, due to an increase in Distributable Earnings, (ii) $2.5 million of general operating expenses, and (iii) $1.4 million of management fees payable to our Manager, primarily as a result of an increase in equity. This was offset by a reduction in non-cash restricted stock amortization of $2.4 million related to shares awarded under our long-term incentive plans.

Changes in current expected credit loss reserve

During the nine months ended September 30, 2023, we recorded a $134.5 million increase in the CECL reserve, as compared to a $22.7 million increase during the nine months ended September 30, 2022. This CECL reserve reflects certain loans assessed for impairment in our portfolio, as well as macroeconomic conditions.

Gain on extinguishment of debt

During the nine months ended September 30, 2023, we recognized a gain on extinguishment of debt of $4.5 million related to the repurchase of an aggregate principal amount of $33.4 million of our Senior Secured Notes. There was no repurchase activity in the nine months ended September 30, 2022.

Dividends per share

During the nine months ended September 30, 2023, we declared aggregate dividends of $1.86 per share, or $320.5 million. During the nine months ended September 30, 2022, we declared aggregate dividends of $1.86 per share, or $317.1 million.

IV. Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance and sale of shares of our class A common stock, corporate debt, and asset-level financings. As of September 30, 2023, our capitalization structure included $4.5 billion of common equity, $2.8 billion of corporate debt, and $16.3 billion of asset-level financings. Our $2.8 billion of corporate debt includes $2.1 billion of term loan borrowings, $366.6 million of senior secured notes, and $300.0 million of convertible notes. Our $16.3 billion of asset-level financings includes $12.8 billion of secured debt, $2.5 billion of securitizations, and $935.4 million of asset-specific debt, all of which are structured to produce term, currency, and index matched funding with no margin call provisions based upon capital markets events.

As of September 30, 2023, we have $1.8 billion of liquidity that can be used to satisfy our short-term cash requirements and as working capital for our business.

See Notes 5, 6, 7, 8, 9, 10, and 11 to our co nsolidated financial statements for additional details regarding our secured debt, securitized debt obligations, asset-specific debt, loan participations sold, Term Loans, Senior Secured Notes, and Convertible Notes, respectively.

Debt-to-Equity Ratio and Total Leverage Ratio

The following table presents our debt-to-equity ratio and total leverage ratio:


	September 30, 2023	December 31, 2022
Debt-to-equity ratios (1)
Debt-to-equity ratio (2)	3.6x	3.8x
Adjusted debt-to-equity ratio (3)	3.2x	3.5x
Total leverage ratios (1)
Total leverage ratio (4)	4.1x	4.4x
Adjusted total leverage ratio (5)	3.8x	4.1x

(1) The debt and leverage amounts included in the calculations above use gross outstanding principal balances, excluding any unamortized deferred financing costs and discounts.

(2) Represents, in each case at period end, (i) total outstanding secured debt, asset-specific debt, term loans, senior secured notes, and convertible notes, less cash, to (ii) total equity.

(3) Represents, in each case at period end, (i) total outstanding secured debt, asset-specific debt, term loans, senior secured notes, and convertible notes, less cash, to (ii) Adjusted Equity. Refer below for the reconciliation of Adjusted Equity to total equity.

(4) Represents, in each case at period end, (i) total outstanding secured debt, securitizations, asset-specific debt, term loans, senior secured notes, and convertible notes, less cash, to (ii) total equity.

(5) Represents, in each case at period end, (i) total outstanding secured debt, securitizations, asset-specific debt, term loans, senior secured notes, and convertible notes, less cash, to (ii) Adjusted Equity. Refer below for the reconciliation of Adjusted Equity to total equity.

Adjusted Debt-to-Equity Ratio and Adjusted Total Leverage Ratio

Our adjusted debt-to-equity and total leverage ratios are measures that are not prepared in accordance with GAAP, as they are calculated using Adjusted Equity, which we define as our total equity, excluding the aggregate CECL reserve on our loans receivable and unfunded loan commitments.

We believe that Adjusted Equity provides meaningful information to consider in addition to our total equity determined in accordance with GAAP in the context of assessing our debt-to-equity and total leverage ratios. The adjusted debt-to-equity and total leverage ratios are metrics we use, in addition to our unadjusted debt-to-equity and total leverage ratios, when evaluating our capitalization structure, as Adjusted Equity excludes the unrealized impact of our CECL reserve, which may vary from quarter-to-quarter as our loan portfolio changes and market and economic conditions evolve. We believe these ratios, and therefore our Adjusted Equity, are useful financial metrics for existing and potential future holders of our class A common stock to consider when evaluating how our business is capitalized and the relative amount of leverage in our business.

Adjusted Equity does not represent our total equity and should not be considered as an alternate to GAAP total equity. In addition, our methodology for calculating Adjusted Equity may differ from methodologies employed by other companies to calculate the same or similar supplemental measures, and accordingly, our reported Adjusted Equity may not be comparable to the Adjusted Equity reported by other companies.

The following table provides a reconciliation of Adjusted Equity to our GAAP total equity ($ in thousands):


	September 30, 2023		December 31, 2022
Total equity	$	4,493,521	$	4,544,200
Add back: aggregate CECL reserve	477,047		342,517
Adjusted Equity	$	4,970,568	$	4,886,717

Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, available borrowings under our secured debt facilities, and net receivables from servicers related to loan repayments, which are set forth in the following table ($ in thousands):


	September 30, 2023		December 31, 2022
Cash and cash equivalents	$	421,495	$	291,340
Available borrowings under secured debt	1,343,881		1,536,638
Loan principal payments held by servicer, net (1)	12,713		7,425
	$	1,778,089	$	1,835,403

(1) Represents loan principal payments held by our third-party servicer as of the balance sheet date which were remitted to us during the subsequent remittance cycle, net of the related secured debt balance.

During the nine months ended September 30, 2023, we generated cash flow from operating activities of $349.1 million and received $2.3 billion from loan principal collections and sales proceeds. Furthermore, we are able to generate incremental liquidity through the replenishment provisions of certain of our CLOs, which allow us to replace a repaid loan in the CLO by increasing the principal amount of existing CLO collateral assets to maintain the aggregate amount of collateral assets in the CLO, and the related financing outstanding.

We have access to further liquidity through public offerings of debt and equity securities. To facilitate such offerings, in July 2022, we filed a shelf registration statement with the SEC that is effective for a term of three years and expires in July 2025. The amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit on the amount of securities we may issue. The securities covered by this registration statement include: (i) class A common stock; (ii) preferred stock; (iii) depositary shares representing preferred stock; (iv) debt securities; (v) warrants; (vi) subscription rights; (vii) purchase contracts; and (viii) units consisting of one or more of such securities or any combination of these securities. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

We may also access liquidity through our dividend reinvestment plan and direct stock purchase plan, under which 9,976,469 shares of class A common stock were available for issuance as of September 30, 2023, and our at the market stock offering program, pursuant to which we may sell, from time to time, up to $480.9 million of additional shares of our class A common stock as of September 30, 2023. Refer to Note 13 to our consolidated financial statements for additional details.

Liquidity Needs

In addition to our loan origination and funding activity and general operating expenses, our primary liquidity needs include interest and principal payments under our $12.8 billion of outstanding borrowings under secured debt, our asset-specific debt, our Term Loans, our Senior Secured Notes, and our Convertible Notes. From time to time we may also repurchase our outstanding debt or shares of our class A common stock. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such purchase transactions, individually or in the aggregate, may be material. During the three months ended September 30, 2023 we repurchased an aggregate principal amount of $33.4 million of the Senior Secured Notes at a weighted-average price of 85%. This resulted in a gain on extinguishment of debt of $4.5 million during the three months ended September 30, 2023.

As of September 30, 2023, we had unfunded commitments of $2.7 billion related to 101 loans receivable and $1.5 billion of committed or identified financing for those commitments resulting in net unfunded commitments of $1.2 billion. The unfunded loan commitments comprise funding for capital expenditures and construction, leasing costs, and interest and carry costs, and their fundability varies depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets. We expect to fund our loan commitments over the remaining term of the related loans, which have a weighted-average future funding period of 2.6 years .

Contractual Obligations and Commitments

Our contractual obligations and commitments as of September 30, 2023 were as follows ($ in thousands):


			Payment Timing
	Total Obligation		Less Than 1 Year (1)		1 to 3 Years		3 to 5 Years		More Than 5 Years
Unfunded loan commitments (2)	$	2,671,851	$	680,820	$	1,048,602	$	398,520	$	543,909
Principal repayments under secured debt (3)	12,809,913		1,275,700		5,697,237		4,997,834		839,142
Principal repayments under asset-specific debt (3)	935,435		—		786,633		—		148,802
Principal repayments of term loans (4)	2,140,720		21,997		1,328,006		16,516		774,201
Principal repayments of senior secured notes	366,590		—		—		366,590		—
Principal repayments of convertible notes (5)	300,000		—		—		300,000		—
Interest payments (3)(6)	3,356,015		1,173,532		1,634,769		466,186		81,528
Total (7)	$	22,580,524	$	3,152,049	$	10,495,247	$	6,545,646	$	2,387,582

(1) Represents known and estimated short-term cash requirements related to our contractual obligations and commitments. Refer to the sources of liquidity section above for our sources of funds to satisfy our short-term cash requirements.

(2) The allocation of our unfunded loan commitments is based on the earlier of the commitment expiration date or the final loan maturity date, however we may be obligated to fund these commitments earlier than such date.

(3) Our secured debt and asset-specific debt agreements are generally term-matched to their underlying collateral. Therefore, the allocation of both principal and interest payments under such agreements is generally allocated based on the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. In limited instances, the maturity date of the respective debt agreement is used.

(4) The Term Loans are partially amortizing, with an amount equal to 1.0% per annum of the initial principal balance due in quarterly installments. Refer to Note 9 for further details on our term loans.

(5) Reflects the outstanding principal balance of convertible notes, excluding any potential conversion premium. Refer to Note 11 to our consolidated financial statements for further details on our convertible notes.

(6) Represents interest payments on our secured debt, asset-specific debt, term loans, senior secured notes, and convertible notes. Future interest payment obligations are estimated assuming the interest rates in effect as of September 30, 2023 will remain constant into the future. This is only an estimate as actual amounts borrowed and interest rates will vary over time.

(7) Total does not include $2.5 billion of consolidated securitized debt obligations, $1.1 billion of non-consolidated senior interests, and $275.7 million of loan participations sold, as the satisfaction of these liabilities will not require cash outlays from us.

We are also required to settle our foreign exchange and interest rate derivatives with our derivative counterparties upon maturity which, depending on foreign currency exchange and interest rate movements, may result in cash received from or due to such counterparties. The table above does not include these amounts as they are not fixed and determinable. Refer to Note 12 to our consolidated financial statements for details regarding our derivative contracts.

We are required to pay our Manager a base management fee, an incentive fee, and reimbursements for certain expenses pursuant to our Management Agreement. The table above does not include the amounts payable to our Manager under our Management Agreement as they are not fixed and determinable. Refer to Note 14 to our consolidated financial statements for additional terms and details of the fees payable under our Management Agreement.

As a REIT, we generally must distribute substantially all of our net taxable income to stockholders in the form of dividends to comply with the REIT provisions of the Internal Revenue Code. Our taxable income does not necessarily equal our net income as calculated in accordance with GAAP, or our Distributable Earnings as described above.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents ($ in thousands):



	Nine Months Ended September 30,
	2023		2022
Cash flows provided by operating activities	$	349,053	$	266,610
Cash flows provided by (used in) investing activities	1,187,092		(3,200,070)
Cash flows (used in) provided by financing activities	(1,407,463)		2,671,630
Net increase (decrease) in cash and cash equivalents	$	128,682	$	(261,830)

We experienced a net increase in cash and cash equivalents of $128.7 million for the nine months ended September 30, 2023, compared to a net decrease of $261.8 million for the nine months ended September 30, 2022. During the nine months ended September 30, 2023, we received $2.3 billion from loan principal collections and sales proceeds. Also, during the nine months ended September 30, 2023, we (i) funded $1.1 billion of loans, (ii) repaid a net $672.2 million of secured debt borrowings, (iii) paid $320.1 million of dividends on our class A common stock, and (iv) repaid $220.0 million of convertible notes.

Refer to Note 3 to our consolidated financial statements for further discussion of our loan activity. Refer to Notes 5, 7, 11, and 13 to our consolidated financial statements for additional discussion of our secured debt, asset-specific debt, convertible notes, and equity, respectively.

V. Other Items

Income Taxes

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership, and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of September 30, 2023 and December 31, 2022, we were in compliance with all REIT requirements.

Furthermore, our taxable REIT subsidiaries are subject to federal, state, and local income tax on their net taxable income. Refer to Note 15 to our consolidated financial statements for additional discussion of our income taxes.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. There have been no material changes to our Critical Accounting Policies described in our Annual Report on Form 10-K filed with the SEC on February 8, 2023.

Current Expected Credit Losses

The current expected credit loss, or CECL, reserve required under the FASB Accounting Standards Codification, or ASC, Topic 326 “Financial Instruments – Credit Losses,” or ASC 326, reflects our current estimate of potential credit losses related to our loans receivable portfolio. We estimate our CECL reserve primarily using the Weighted-Average Remaining Maturity, or WARM method, which has been identified as an acceptable loss-rate method for estimating CECL reserves in

the Financial Accounting Standards Board Staff Q&A Topic 326, No. 1. Estimating the CECL reserve requires judgment, including the following assumptions:

• Historical loan loss reference data : To estimate the historic loan losses relevant to our portfolio, we have augmented our historical loan performance with market loan loss data licensed from Trepp LLC. This database includes commercial mortgage-backed securities, or CMBS, issued since January 1, 1999 through August 31, 2023. Within this database, we focused our historical loss reference calculations on the most relevant subset of available CMBS data, which we determined based on loan metrics that are most comparable to our loan portfolio including asset type, geography, and origination loan-to-value, or LTV. We believe this CMBS data, which includes month-over-month loan and property performance, is the most relevant, available, and comparable dataset to our portfolio.

• Expected timing and amount of future loan fundings and repayments : Expected credit losses are estimated over the contractual term of each loan, adjusted for expected prepayments. As part of our quarterly review of our loan portfolio, we assess the expected repayment date of each loan, which is used to determine the contractual term for purposes of computing our CECL reserve. Additionally, the expected credit losses over the contractual period of our loans are subject to the obligation to extend credit through our unfunded loan commitments. The CECL reserve for unfunded loan commitments is adjusted quarterly, as we consider the expected timing of future funding obligations over the estimated life of the loan. The considerations in estimating our CECL reserve for unfunded loan commitments are similar to those used for the related outstanding loans receivable.

• Current credit quality of our portfolio : Our risk rating is our primary credit quality indicator in assessing our current expected credit loss reserve. We perform a quarterly risk review of our portfolio of loans, and assigns each loan a risk rating based on a variety of factors, including, without limitation, origination LTV, debt yield, property type, geographic and local market dynamics, physical condition, cash flow volatility, leasing and tenant profile, loan structure and exit plan, and project sponsorship.

• Expectations of performance and market conditions : Our CECL reserve is adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, inflation, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term. In addition to the CMBS data we have licensed from Trepp LLC, we have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on our loan portfolio’s performance. We generally also incorporate information from other sources, including information and opinions available to our Manager, to further inform these estimations. This process requires significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolio could vary significantly from the estimates we made as of September 30, 2023.

• Impairment : impairment is indicated when it is deemed probable that we will not be able to collect all amounts due to us pursuant to the contractual terms of the loan. Determining that a loan is impaired requires significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to be impaired, we record the impairment as a component of our CECL reserve by applying the practical expedient for collateral dependent loans. The CECL reserve is assessed on an individual basis for these loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant by us. Actual losses, if any, could ultimately differ materially from these estimates. We only expect to charge-off the impairment losses if and when such amounts are deemed nonrecoverable. This is generally at the time a loan is repaid or foreclosed. However, non-recoverability may also be concluded if, in our determination, it is nearly certain that all amounts due will not be collected.

These assumptions vary from quarter-to-quarter as our loan portfolio changes and market and economic conditions evolve. The sensitivity of each assumption and its impact on the CECL reserve may change over time and from period to period. During the nine months ended September 30, 2023, we recorded an aggregate $134.5 million increase in the CECL reserve related to our loans receivable and unfunded loan commitments, bringing our total reserve to $477.0 million as of September 30, 2023. See Notes 2 and 3 to our consolidated financial statements for further discussion of our CECL reserve.

Revenue Recognition

VI. Loan Portfolio Details

The following table provides details of our loan portfolio, on a loan-by-loan basis, as of September 30, 2023 ($ in millions):


	Loan Type (1)	Origination Date (2)	Total Loan (3)(4)		Principal Balance (4)		Net Book Value		Cash Coupon (5)		All-in Yield (5)		Maximum Maturity (6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV (2)		Risk Rating
1	Senior Loan	4/9/2018	$	1,487	$	1,111	$	1,108	+4.32	%	+4.64	%	6/9/2025	New York	Office	$392 / sqft	48	%	2
2	Senior Loan	8/14/2019	1,043		954		952		+3.02	%	+3.78	%	12/23/2024	Dublin - IE	Mixed-Use	$316 / sqft	74	%	3
3	Senior Loan	6/24/2022	851		851		845		+4.75	%	+5.07	%	6/21/2029	Diversified - AU	Hospitality	$387 / sqft	59	%	3
4	Senior Loan	3/22/2018	600		600		600		+3.25	%	+3.31	%	3/15/2026	Diversified - Spain	Mixed-Use	n / a	71	%	4
5	Senior Loan (4)	8/7/2019	571		571		116		+3.22	%	+3.46	%	9/9/2025	Los Angeles	Office	$712 / sqft	59	%	2
6	Senior Loan	7/23/2021	480		456		452		+4.10	%	+4.55	%	8/9/2027	New York	Multi	$611,846 / unit	58	%	2
7	Senior Loan	3/30/2021	454		454		452		+3.20	%	+3.41	%	5/15/2026	Diversified - SE	Industrial	$84 / sqft	76	%	2
8	Senior Loan (4)	11/22/2019	470		383		76		+3.78	%	+4.25	%	12/9/2025	Los Angeles	Office	$701 / sqft	69	%	3
9	Senior Loan	12/9/2021	385		366		366		+2.76	%	+2.89	%	12/9/2026	New York	Mixed-Use	$126 / sqft	50	%	2
10	Senior Loan	9/23/2019	370		345		344		+3.00	%	+3.27	%	8/16/2024	Diversified - Spain	Hospitality	$123,028 / key	62	%	4
11	Senior Loan	4/11/2018	345		336		336		+2.25	%	+2.28	%	5/1/2025	New York	Office	$426 / sqft	71	%	4
12	Senior Loan	2/27/2020	303		302		302		+2.70	%	+2.94	%	3/9/2025	New York	Multi	$795,074 / unit	59	%	3
13	Senior Loan	5/6/2022	293		293		291		+3.50	%	+3.79	%	5/6/2027	Diversified - UK	Industrial	$93 / sqft	53	%	2
14	Senior Loan	9/29/2021	312		292		291		+2.81	%	+3.03	%	10/9/2026	Washington, DC	Office	$381 / sqft	66	%	2
15	Senior Loan	10/25/2021	290		290		288		+4.00	%	+4.32	%	10/25/2024	Diversified - AU	Hospitality	$142,718 / key	56	%	2
16	Senior Loan	12/11/2018	310		289		291		+2.55	%	+3.24	%	12/9/2023	Chicago	Office	$246 / sqft	78	%	4
17	Senior Loan	11/30/2018	286		286		270		7.90	%	7.90	%	8/9/2025	New York	Hospitality	$306,870 / key	73	%	5
18	Senior Loan	3/25/2022	284		284		282		+4.50	%	+4.86	%	3/25/2027	Diversified - UK	Hospitality	$125,056 / key	65	%	2
19	Senior Loan	10/23/2018	290		283		283		+2.86	%	+3.01	%	11/9/2024	Atlanta	Mixed-Use	$264 / sqft	64	%	2
20	Senior Loan	7/15/2021	302		280		277		+4.25	%	+4.74	%	7/16/2026	Diversified - EUR	Hospitality	$213,942 / key	53	%	3
21	Senior Loan	9/30/2021	280		276		275		+2.61	%	+2.88	%	9/30/2026	Dallas	Multi	$145,532 / unit	74	%	3
22	Senior Loan	6/8/2022	272		262		260		+3.65	%	+4.00	%	6/9/2027	New York	Office	$1,465 / sqft	75	%	3
23	Senior Loan	11/30/2018	261		261		261		+2.80	%	+3.04	%	12/9/2024	San Francisco	Hospitality	$380,626 / key	73	%	4
24	Senior Loan	9/14/2021	259		255		255		+2.61	%	+2.87	%	9/14/2026	Dallas	Multi	$206,610 / unit	72	%	3
25	Senior Loan	1/11/2019	252		252		252		+5.02	%	+5.06	%	6/14/2028	Diversified - UK	Other	$249 / sqft	74	%	3
26	Senior Loan	2/23/2022	245		231		230		+2.60	%	+2.84	%	3/9/2027	Reno	Multi	$214,621 / unit	74	%	3
27	Senior Loan (7)	9/16/2021	229		229		229		+1.63	%	+1.63	%	11/9/2025	San Francisco	Office	$278 / sqft	53	%	4
28	Senior Loan	12/22/2016	252		212		206		+10.50	%	+10.50	%	6/9/2028	New York	Office	$299 / sqft	64	%	5
29	Senior Loan	4/23/2021	219		209		203		+3.65	%	+3.65	%	5/9/2024	Washington, DC	Office	$234 / sqft	57	%	5
30	Senior Loan	7/16/2021	223		209		207		+3.25	%	+3.51	%	2/15/2027	London - UK	Multi	$215,650 / unit	69	%	3

continued…


	Loan Type (1)	Origination Date (2)	Total Loan (3)(4)		Principal Balance (4)		Net Book Value		Cash Coupon (5)		All-in Yield (5)		Maximum Maturity (6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV (2)		Risk Rating
31	Senior Loan	8/31/2017	$	203	$	203	$	192	+2.62	%	+2.62	%	10/9/2023	Orange County	Office	$238 / sqft	64	%	5
32	Senior Loan	6/27/2019	203		202		201		+2.80	%	+2.94	%	8/15/2026	Berlin - DEU	Office	$425 / sqft	62	%	3
33	Senior Loan	9/30/2021	256		201		200		+3.11	%	+3.50	%	10/9/2028	Chicago	Office	$222 / sqft	74	%	4
34	Senior Loan	6/28/2019	200		200		199		+3.82	%	+4.08	%	6/26/2024	London - UK	Office	$481 / sqft	71	%	3
35	Senior Loan (4)	11/10/2021	362		199		39		+4.11	%	+4.93	%	12/9/2026	San Francisco	Life Sciences	$377 / sqft	66	%	3
36	Senior Loan	7/29/2022	268		195		192		+4.60	%	+5.65	%	7/27/2027	London - UK	Industrial	$252 / sqft	52	%	3
37	Senior Loan	9/30/2021	195		195		194		+3.86	%	+4.21	%	10/9/2026	Boca Raton	Multi	$532,787 / unit	77	%	3
38	Senior Loan	7/23/2021	244		187		185		+5.11	%	+5.50	%	8/9/2027	New York	Office	$604 / sqft	53	%	4
39	Senior Loan	6/28/2022	675		186		179		+4.60	%	+5.07	%	7/9/2029	Austin	Mixed-Use	$155 / sqft	53	%	3
40	Senior Loan	9/25/2019	180		180		179		+4.47	%	+4.84	%	9/26/2024	London - UK	Office	$836 / sqft	72	%	3
41	Senior Loan	11/23/2018	179		179		178		+2.68	%	+2.92	%	2/15/2024	Diversified - UK	Office	$1,103 / sqft	50	%	3
42	Senior Loan	2/15/2022	191		178		177		+2.90	%	+3.14	%	3/9/2027	Denver	Office	$355 / sqft	61	%	3
43	Senior Loan	12/21/2021	184		178		177		+2.82	%	+3.11	%	4/29/2027	London - UK	Industrial	$361 / sqft	67	%	3
44	Senior Loan	1/27/2022	178		177		176		+3.10	%	+3.40	%	2/9/2027	Dallas	Multi	$115,406 / unit	71	%	3
45	Senior Loan	5/13/2021	199		173		172		+3.66	%	+4.11	%	6/9/2026	Boston	Life Sciences	$875 / sqft	64	%	3
46	Senior Loan	3/9/2022	165		165		164		+2.95	%	+3.17	%	8/15/2027	Diversified - UK	Retail	$140 / sqft	55	%	2
47	Senior Loan	12/17/2021	168		165		164		+3.95	%	+4.33	%	1/9/2026	Diversified - US	Other	$5,601 / unit	48	%	1
48	Senior Loan	5/27/2021	205		163		163		+2.81	%	+3.11	%	6/9/2026	Atlanta	Office	$137 / sqft	66	%	3
49	Senior Loan	10/7/2021	165		160		160		+3.25	%	+3.58	%	10/9/2025	Los Angeles	Office	$326 / sqft	68	%	4
50	Senior Loan	3/7/2022	156		156		156		+3.45	%	+3.63	%	6/9/2026	Los Angeles	Hospitality	$624,000 / key	64	%	3
51	Senior Loan	6/4/2018	153		153		153		+3.50	%	+3.74	%	6/9/2025	New York	Hospitality	$251,647 / key	52	%	3
52	Senior Loan	1/17/2020	203		153		152		+2.86	%	+3.00	%	2/9/2025	New York	Mixed-Use	$126 / sqft	43	%	3
53	Senior Loan	1/7/2022	155		152		151		+3.70	%	+3.97	%	1/9/2027	Fort Lauderdale	Office	$392 / sqft	55	%	1
54	Senior Loan	9/4/2018	163		150		149		+4.25	%	+4.48	%	9/9/2024	Las Vegas	Hospitality	$181,054 / key	70	%	2
55	Senior Loan	3/10/2020	140		140		140		+3.10	%	+3.10	%	10/11/2024	New York	Mixed-Use	$854 / sqft	53	%	4
56	Senior Loan	11/18/2021	138		138		138		+3.25	%	+3.51	%	11/18/2026	London - UK	Other	$174 / sqft	65	%	2
57	Senior Loan	12/20/2019	137		137		137		+3.22	%	+3.44	%	12/18/2026	London - UK	Office	$695 / sqft	75	%	3
58	Senior Loan	2/20/2019	165		137		136		+4.07	%	+4.73	%	2/19/2024	London - UK	Office	$550 / sqft	61	%	3
59	Senior Loan	9/30/2021	181		137		135		+4.00	%	+4.51	%	9/30/2026	Diversified - Spain	Hospitality	$117,931 / key	60	%	3
60	Senior Loan	2/25/2022	133		133		132		+4.05	%	+4.43	%	2/25/2027	Copenhagen - DK	Industrial	$75 / sqft	69	%	2

continued…


	Loan Type (1)	Origination Date (2)	Total Loan (3)(4)		Principal Balance (4)		Net Book Value		Cash Coupon (5)		All-in Yield (5)		Maximum Maturity (6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV (2)		Risk Rating
61	Senior Loan	8/24/2021	$	156	$	133	$	133	+2.71	%	+3.03	%	9/9/2026	San Jose	Office	$317 / sqft	65	%	3
62	Senior Loan	9/14/2021	132		129		129		+2.81	%	+3.07	%	10/9/2026	San Bernardino	Multi	$260,871 / unit	75	%	3
63	Senior Loan (4)	3/17/2022	216		126		173		+2.27	%	+4.14	%	6/30/2025	London - UK	Office	$566 / sqft	50	%	3
64	Senior Loan	4/3/2018	126		125		125		+2.86	%	+3.11	%	4/9/2024	Dallas	Retail	$761 / sqft	64	%	3
65	Senior Loan	5/20/2021	150		124		124		+3.76	%	+3.76	%	6/9/2026	San Jose	Office	$318 / sqft	65	%	5
66	Senior Loan	6/30/2022	122		122		122		+3.75	%	+3.93	%	9/30/2025	Canberra - AU	Hospitality	$237,408 / key	60	%	2
67	Senior Loan	4/6/2021	123		122		122		+3.31	%	+3.60	%	4/9/2026	Los Angeles	Office	$508 / sqft	65	%	3
68	Senior Loan	12/23/2021	315		121		116		+4.25	%	+5.40	%	6/24/2028	London - UK	Multi	$133,120 / unit	59	%	3
69	Senior Loan	6/1/2021	120		120		120		+2.96	%	+3.17	%	6/9/2026	Miami	Multi	$298,507 / unit	61	%	2
70	Senior Loan	3/29/2021	124		119		119		+4.02	%	+4.61	%	3/29/2026	Diversified - UK	Multi	$52,176 / unit	61	%	3
71	Senior Loan	4/29/2022	118		118		118		+3.50	%	+3.77	%	2/18/2027	Napa Valley	Hospitality	$1,240,799 / key	66	%	3
72	Senior Loan	8/27/2021	122		118		117		+3.11	%	+3.41	%	9/9/2026	San Diego	Retail	$444 / sqft	58	%	3
73	Senior Loan	6/28/2019	125		117		117		+2.87	%	+3.13	%	2/1/2024	Los Angeles	Studio	$591 / sqft	48	%	3
74	Senior Loan	7/15/2019	138		117		116		+3.01	%	+3.43	%	8/9/2024	Houston	Office	$211 / sqft	58	%	3
75	Senior Loan	12/15/2021	144		116		115		+2.92	%	+4.12	%	12/9/2026	Dublin - IE	Multi	$291,190 / unit	79	%	3
76	Senior Loan	1/26/2022	338		115		112		+4.10	%	+4.68	%	2/9/2027	Seattle	Office	$241 / sqft	56	%	3
77	Senior Loan	12/21/2021	120		115		114		+2.70	%	+3.00	%	1/9/2027	Washington, DC	Office	$393 / sqft	68	%	3
78	Senior Loan	10/21/2021	114		114		114		+3.01	%	+3.26	%	11/9/2025	Fort Lauderdale	Multi	$334,311 / unit	64	%	2
79	Senior Loan	3/28/2022	130		114		113		+2.55	%	+2.85	%	4/9/2027	Miami	Office	$309 / sqft	69	%	3
80	Senior Loan (4)	3/29/2022	224		108		21		+4.50	%	+5.70	%	4/9/2027	Miami	Multi	$184,366 / unit	72	%	3
81	Senior Loan	3/13/2018	123		108		108		+3.11	%	+3.34	%	4/9/2027	Honolulu	Hospitality	$167,735 / key	50	%	3
82	Senior Loan	11/8/2022	108		108		108		+3.88	%	+4.53	%	11/8/2027	London - UK	Multi	$167,642 / unit	60	%	2
83	Senior Loan	11/27/2019	109		107		107		+2.86	%	+3.20	%	12/9/2024	Minneapolis	Office	$107 / sqft	64	%	3
84	Senior Loan	12/29/2021	110		106		105		+2.85	%	+3.06	%	1/9/2027	Phoenix	Multi	$181,512 / unit	64	%	3
85	Senior Loan	12/10/2021	135		105		105		+3.11	%	+3.46	%	1/9/2027	Miami	Office	$352 / sqft	49	%	3
86	Senior Loan	2/15/2022	106		105		104		+2.85	%	+3.19	%	3/9/2027	Tampa	Multi	$239,655 / unit	73	%	2
87	Senior Loan	3/29/2022	103		101		101		+2.70	%	+2.96	%	4/9/2027	Miami	Multi	$282,203 / unit	75	%	3
88	Senior Loan	10/1/2021	101		100		100		+2.86	%	+3.13	%	10/1/2026	Phoenix	Multi	$231,021 / unit	77	%	3
89	Senior Loan	6/18/2021	99		99		98		+2.71	%	+2.95	%	7/9/2026	New York	Industrial	$51 / sqft	55	%	1
90	Senior Loan	10/28/2021	96		96		95		+3.00	%	+3.35	%	11/9/2026	Philadelphia	Multi	$352,399 / unit	79	%	3

continued…


	Loan Type (1)	Origination Date (2)	Total Loan (3)(4)		Principal Balance (4)		Net Book Value		Cash Coupon (5)		All-in Yield (5)		Maximum Maturity (6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV (2)		Risk Rating
91	Senior Loan	1/30/2020	$	104	$	95	$	95	+2.96	%	+3.11	%	2/9/2026	Honolulu	Hospitality	$305,679 / key	63	%	3
92	Senior Loan	6/14/2021	100		94		92		+3.81	%	+3.81	%	7/9/2024	Miami	Office	$198 / sqft	65	%	5
93	Senior Loan	10/27/2021	93		93		92		+2.61	%	+2.81	%	11/9/2026	Orlando	Multi	$155,612 / unit	75	%	3
94	Senior Loan	3/3/2022	92		92		92		+3.45	%	+3.76	%	3/9/2027	Boston	Hospitality	$418,182 / key	64	%	2
95	Senior Loan	12/21/2018	98		92		92		+2.71	%	+2.71	%	1/9/2024	Chicago	Office	$178 / sqft	72	%	5
96	Senior Loan	12/22/2021	91		91		90		+3.18	%	+3.44	%	1/9/2027	Las Vegas	Multi	$205,682 / unit	65	%	3
97	Senior Loan	12/15/2021	91		90		90		+2.96	%	+3.22	%	1/9/2027	Charlotte	Multi	$256,393 / unit	76	%	3
98	Senior Loan	3/25/2020	90		90		89		+2.40	%	+2.67	%	3/31/2025	Diversified - NL	Multi	$109,324 / unit	65	%	2
99	Senior Loan	4/1/2021	102		89		89		+7.41	%	+7.41	%	4/9/2026	San Jose	Office	$599 / sqft	67	%	5
100	Senior Loan	10/16/2018	88		88		88		+3.36	%	+3.61	%	11/9/2024	San Francisco	Hospitality	$191,807 / key	72	%	4
101	Senior Loan	6/25/2021	85		85		85		+2.86	%	+3.31	%	7/1/2026	St. Louis	Multi	$80,339 / unit	70	%	3
102	Senior Loan	6/27/2019	88		85		85		+2.75	%	+2.99	%	7/9/2024	West Palm Beach	Office	$292 / sqft	70	%	2
103	Senior Loan	12/15/2021	84		84		83		+4.00	%	+4.29	%	12/15/2026	Melbourne - AU	Multi	$61,241 / unit	38	%	2
104	Senior Loan	3/31/2017	84		84		84		+9.41	%	+9.41	%	10/9/2023	New York	Office	$403 / sqft	64	%	5
105	Senior Loan	6/14/2022	106		84		83		+2.95	%	+3.30	%	7/9/2027	San Francisco	Mixed-Use	$173 / sqft	76	%	3
106	Senior Loan	12/10/2018	82		82		82		+4.57	%	+5.28	%	12/3/2024	London - UK	Office	$392 / sqft	72	%	3
107	Senior Loan	3/9/2022	92		82		82		+2.90	%	+3.43	%	3/9/2025	Boston	Office	$216 / sqft	68	%	4
108	Senior Loan	7/29/2021	82		82		81		+2.76	%	+3.08	%	8/9/2026	Charlotte	Multi	$222,786 / unit	78	%	3
109	Senior Loan	8/27/2021	79		78		78		+4.10	%	+4.35	%	9/9/2026	Diversified - US	Hospitality	$115,521 / key	67	%	3
110	Senior Loan	11/23/2021	92		77		76		+2.85	%	+3.17	%	12/9/2026	Los Angeles	Industrial	$219 / sqft	66	%	3
111	Senior Loan (4)	12/30/2021	228		73		14		+4.00	%	+4.99	%	1/9/2028	Los Angeles	Multi	$209,770 / unit	50	%	3
112	Senior Loan	12/21/2021	74		72		72		+2.70	%	+3.06	%	1/9/2027	Tampa	Multi	$212,382 / unit	77	%	2
113	Senior Loan	8/14/2019	70		70		70		+2.56	%	+2.80	%	9/9/2024	Los Angeles	Office	$684 / sqft	57	%	3
114	Senior Loan	10/28/2021	69		69		69		+2.66	%	+2.86	%	11/9/2026	Tacoma	Multi	$209,864 / unit	70	%	3
115	Senior Loan	8/17/2022	75		67		67		+3.35	%	+3.83	%	8/17/2027	Dublin - IE	Industrial	$104 / sqft	72	%	3
116	Senior Loan	3/24/2022	65		65		65		+3.50	%	+3.59	%	4/1/2027	Fairfield	Multi	$406,250 / unit	70	%	3
117	Senior Loan	7/30/2021	67		65		65		+2.61	%	+2.87	%	8/9/2026	Los Angeles	Multi	$168,048 / unit	70	%	2
118	Senior Loan	3/31/2022	70		65		64		+2.80	%	+3.14	%	4/9/2027	Las Vegas	Multi	$141,534 / unit	71	%	3
119	Senior Loan	12/17/2021	66		63		63		+4.35	%	+4.83	%	1/9/2026	Diversified - US	Other	$4,794 / unit	37	%	1
120	Senior Loan	8/16/2022	65		63		62		+4.75	%	+5.17	%	8/16/2027	London - UK	Hospitality	$466,659 / key	64	%	3

continued…


	Loan Type (1)	Origination Date (2)	Total Loan (3)(4)		Principal Balance (4)		Net Book Value		Cash Coupon (5)		All-in Yield (5)		Maximum Maturity (6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV (2)		Risk Rating
121	Senior Loan	3/31/2021	$	62	$	62	$	62	+3.99	%	+4.30	%	4/1/2024	Boston	Multi	$316,327 / unit	75	%	3
122	Senior Loan	7/30/2021	62		62		62		+2.86	%	+3.06	%	8/9/2026	Salt Lake City	Multi	$224,185 / unit	73	%	3
123	Senior Loan	12/23/2021	61		61		61		+2.29	%	+2.29	%	10/31/2023	New York	Office	$238 / sqft	71	%	3
124	Senior Loan	6/30/2021	65		61		61		+2.95	%	+3.23	%	7/9/2026	Nashville	Office	$250 / sqft	71	%	3
125	Senior Loan	4/15/2021	66		60		60		+3.06	%	+3.34	%	5/9/2026	Austin	Office	$293 / sqft	73	%	3
126	Senior Loan (4)	3/23/2020	59		59		12		+3.82	%	+4.63	%	4/9/2025	Nashville	Office	$90 / sqft	60	%	1
127	Senior Loan	12/17/2021	58		58		58		+2.65	%	+2.85	%	1/9/2027	Phoenix	Multi	$209,601 / unit	69	%	3
128	Senior Loan	7/16/2021	58		58		58		+2.75	%	+3.03	%	8/1/2025	Orlando	Multi	$195,750 / unit	74	%	2
129	Senior Loan	12/10/2020	61		56		56		+3.30	%	+3.56	%	1/9/2026	Fort Lauderdale	Office	$194 / sqft	68	%	3
130	Senior Loan	1/21/2022	68		55		55		+3.70	%	+4.09	%	2/9/2027	Denver	Office	$327 / sqft	65	%	3
131	Senior Loan	12/22/2021	55		55		54		+2.82	%	+2.96	%	1/1/2027	Los Angeles	Multi	$272,500 / unit	68	%	3
132	Senior Loan	8/22/2019	54		54		54		+2.66	%	+2.89	%	9/9/2024	Los Angeles	Office	$310 / sqft	63	%	3
133	Senior Loan	12/14/2018	54		54		54		+3.01	%	+3.27	%	1/9/2024	Diversified - US	Industrial	$40 / sqft	57	%	1
134	Senior Loan	11/11/2021	53		53		53		+4.07	%	+4.87	%	8/12/2026	London - UK	Hospitality	$189,304 / key	40	%	3
135	Senior Loan	8/5/2021	57		53		53		+2.96	%	+3.24	%	8/9/2026	Denver	Office	$200 / sqft	70	%	3
136	Senior Loan	12/9/2021	51		51		51		+2.75	%	+2.89	%	1/1/2027	Portland	Multi	$241,825 / unit	65	%	3
137	Senior Loan	2/17/2021	53		51		51		+3.66	%	+3.86	%	3/9/2026	Miami	Multi	$290,985 / unit	64	%	2
138	Senior Loan	7/28/2021	53		50		50		+2.75	%	+3.07	%	8/9/2026	Los Angeles	Multi	$284,104 / unit	71	%	3
139	Senior Loan	9/23/2021	49		49		49		+2.75	%	+2.86	%	10/1/2026	Portland	Multi	$232,938 / unit	65	%	3
140	Senior Loan	11/30/2016	57		49		49		+3.18	%	+3.40	%	12/9/2023	Chicago	Retail	$805 / sqft	54	%	4
141	Senior Loan	7/20/2021	48		48		48		+2.86	%	+3.21	%	8/9/2026	Los Angeles	Multi	$366,412 / unit	60	%	3
142	Senior Loan	2/1/2022	76		47		46		+4.50	%	+6.37	%	2/1/2027	Diversified - UK	Life Sciences	$359 / sqft	45	%	3
143	Senior Loan	12/29/2021	47		47		46		+2.85	%	+2.96	%	1/1/2027	Dallas	Multi	$155,000 / unit	73	%	3
144	Senior Loan	4/7/2022	57		46		46		+3.25	%	+3.54	%	4/9/2027	Denver	Office	$136 / sqft	59	%	3
145	Senior Loan	10/1/2019	48		46		46		+3.80	%	+4.24	%	10/9/2025	Atlanta	Hospitality	$259,356 / key	74	%	3
146	Senior Loan	10/21/2022	46		46		46		+4.14	%	+4.51	%	10/18/2027	Diversified - DEU	Industrial	$64 / sqft	74	%	3
147	Senior Loan	7/30/2021	45		45		45		+2.75	%	+2.86	%	8/1/2026	Portland	Multi	$62,378 / unit	64	%	3
148	Senior Loan	12/8/2021	48		43		43		+2.75	%	+2.96	%	12/9/2026	Columbus	Multi	$139,936 / unit	69	%	3
149	Senior Loan	7/29/2021	42		42		42		+2.86	%	+3.06	%	8/9/2026	Las Vegas	Multi	$167,113 / unit	72	%	2
150	Senior Loan	11/3/2021	41		41		41		+2.71	%	+3.05	%	11/9/2026	Washington, DC	Multi	$137,788 / unit	68	%	2

continued…


	Loan Type (1)	Origination Date (2)	Total Loan (3)(4)		Principal Balance (4)		Net Book Value		Cash Coupon (5)		All-in Yield (5)		Maximum Maturity (6)	Location	Property Type	Loan Per SQFT / Unit / Key	Origination LTV (2)		Risk Rating
151 - 185	Senior Loan	Various	1,077		1,035		1,031		+3.05	%	+3.51	%	2.2 yrs	Various	Various	Various	62	%	2.3
	CECL reserve						(463)
	Loans receivable, net		$	28,002	$	24,913	$	23,252	+ 3.38	%	+ 3.73	%	2.6 yrs				64	%	2.9

(1) Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and pari passu participations in senior mortgage loans.

(2) Date loan was originated or acquired by us, and the LTV as of such date, excluding any junior participations sold. Origination dates are subsequently updated to reflect material loan modifications.

(3) Total loan amount reflects outstanding principal balance as well as any related unfunded loan commitment.

(4) Total loan exposure reflects our aggregate exposure to each loan investment. As of September 30, 2023, total loan exposure, includes (i) loans with an outstanding principal balance of $23.8 billion that are included in our consolidated financial statements, (ii) $1.1 billion of non-consolidated senior interests in loans we have sold, which are not included in our consolidated financial statements, and excludes (iii) $48.8 million of junior loan interests that we have sold, but that remain included in our consolidated financial statements.

(5) The weighted-average cash coupon and all-in yield are expressed as a spread over the relevant floating benchmark rates, which include SOFR, SONIA, EURIBOR, and other indices as applicable to each loan. As of September 30, 2023, 99% of our loans by total loan exposure earned a floating rate of interest, primarily indexed to SOFR. The remaining 1% of our loans by total loan exposure earned a fixed rate of interest. In addition to cash coupon, all-in yield includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees. Excludes loans accounted for under the cost-recovery method.

(6) Maximum maturity assumes all extension options are exercised, however our loans may be repaid prior to such date.

(7) This loan earns interest at a fixed rate. Cash coupon and all-in yield are expressed as a floating rate to include an interest rate swap that effectively converts the loan to a floating rate exposure.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

For information on financial reference rate reforms, refer to “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Reference Rate Reform” of this report and “Part I. Item 1A. Risk Factors—Risks Related to Our Lending and Investment Activities—The transition away from reference rates and use of alternative replacement reference rates may adversely affect net interest income related to our loans and investments or otherwise adversely affect our results of operations, cash flows and the market value of our investments” of our Annual Report on Form 10-K filed with the SEC on February 8, 2023.

Investment Portfolio Net Interest Income

The following table projects the earnings impact on our interest income and expense, net of incentive fees, for the twelve-month period following September 30, 2023 , of an increase in the various floating-rate indices referenced by our portfolio, assuming no change in credit spreads, portfolio composition, or asset performance, relative to the average indices during the three months ended September 30, 2023 ($ in thousands):


	Assets (Liabilities) Sensitive to Changes in Interest Rates (1)		Interest Rate Sensitivity as of September 30, 2023 (2)(3)
			Increase in Rates				Decrease in Rates
			50 Basis Points		100 Basis Points		50 Basis Points		100 Basis Points
Floating rate assets (4)(5)	$	23,246,828	$	88,562	$	177,123	$	(88,562)	$	(177,123)
Floating rate liabilities (5)(6)	(18,398,580)		(73,594)		(147,189)		73,594		147,189
Net exposure	$	4,848,248	$	14,968	$	29,934	$	(14,968)	$	(29,934)

(1) Reflects the USD equivalent value of floating rate assets and liabilities denominated in foreign currencies.

(2) Increases (decreases) in interest income and expense are presented net of incentive fees. Refer to Note 14 to our consolidated financial statements for additional details of our incentive fee calculation.

(3) Excludes income from loans accounted for under the cost-recovery method.

(4) Includes an interest rate swap with a notional amount of $229.9 million that effectively converts our fixed rate loan exposure to floating rate exposure.

(5) Excludes $1.1 billion of non-consolidated senior interests and $275.7 million of loan participations sold, as of September 30, 2023. Our non-consolidated senior interests and loan participations sold are structurally non-recourse and term-matched to the corresponding loans, and have no impact on our net floating rate exposure.

(6) Includes amounts outstanding under secured debt, securitizations, asset-specific debt, and term loans.

Investment Portfolio Value

As of September 30, 2023, 99% of our portfolio earned a floating rate of interest, so the value of such investments is generally not impacted by changes in market interest rates. As of September 30, 2023, the remaining 1% of our portfolio earned a fixed rate of interest and as such, the values of such loans are sensitive to changes in interest rates. Additionally, we generally hold all of our loans to maturity and so do not expect to realize gains or losses resulting from any mark to market valuation adjustments on our loan portfolio.

Risk of Non-Performance

In addition to the risks related to fluctuations in cash flows and asset values associated with movements in interest rates, there is also the risk of non-performance on floating rate assets. In the case of a significant increase in interest rates, the cash flows of the collateral real estate assets may not be sufficient to pay debt service due under our loans, which may contribute to non-performance or, in severe cases, default. This risk is partially mitigated by our consideration of rising rate stress-testing during our underwriting process, which generally includes a requirement for our borrower to purchase an interest rate cap contract with an unaffiliated third-party, provide an interest reserve deposit, and/or provide other structural guarantees.

Credit Risks

Our loans are also subject to credit risk, including the risk of default. The performance and value of our loans depend upon the sponsors’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our asset management team reviews our loan portfolios and, in certain instances, is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.

In addition, we are exposed to the risks generally associated with the commercial real estate market, including changes in occupancy rates, capitalization rates, absorption rates, and other macroeconomic factors beyond our control. We seek to manage these risks through our underwriting and asset management processes.

We maintain a robust asset management relationship with our borrowers and utilize these relationships to maximize the performance of our portfolio, including during periods of volatility. We believe that we benefit from these relationships and from our long-standing core business model of originating senior loans collateralized by large assets in major markets with experienced, well-capitalized institutional sponsors. Our loan portfolio’s low weighted-average origination LTV of 64.0%, excluding any junior participations sold, as of September 30, 2023 reflects significant equity value that we expect our sponsors will be motivated to protect through periods of cyclical disruption. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain loans. As of September 30, 2023, we had an aggregate $322.6 million asset-specific CECL reserve related to ten of our loans receivable, with an aggregate amortized cost basis of $1.4 billion, net of cost-recovery proceeds. This CECL reserve was recorded based on our estimation of the fair value of each of the loan’s underlying collateral as of September 30, 2023.

Our portfolio monitoring and asset management operations benefit from the deep knowledge, experience, and information advantages derived from our position as part of Blackstone’s real estate platform. Blackstone has built the world's preeminent global real estate business, with a proven track record of successfully navigating market cycles and emerging stronger through periods of volatility. The market-leading real estate expertise derived from the strength of the Blackstone platform deeply informs our credit and underwriting process, and we believe gives us the tools to expertly asset manage our portfolio and work with our borrowers throughout periods of economic stress and uncertainty.

Capital Market Risks

We are exposed to risks related to the equity capital markets, and our related ability to raise capital through the issuance of our class A common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under credit facilities or other debt instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing, and terms of capital we raise.

Margin call provisions under our credit facilities do not permit valuation adjustments based on capital markets events, and are limited to collateral-specific credit marks generally determined on a commercially reasonable basis.

Counterparty Risk

The nature of our business requires us to hold our cash and cash equivalents and obtain financing from various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under these

various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions.

The nature of our loans also exposes us to the risk that our counterparties do not make required interest and principal payments on scheduled due dates. We seek to manage this risk through a comprehensive credit analysis prior to making a loan and active monitoring of the asset portfolios that serve as our collateral, as further discussed above.

Currency Risk

Our loans that are denominated in a foreign currency are also subject to risks related to fluctuations in currency rates. We generally mitigate this exposure by matching the currency of our assets to the currency of the financing for our assets. As a result, we substantially reduce our exposure to changes in portfolio value related to changes in foreign currency rates. In addition, substantially all of our net asset exposure to foreign currencies has been hedged with foreign currency forward contracts as of September 30, 2023.

The following table outlines our assets and liabilities that are denominated in a foreign currency (amounts in thousands):


	September 30, 2023
	GBP		EUR		All Other (2)
Foreign currency assets	£	2,933,335	€	2,568,586	$	2,003,299
Foreign currency liabilities	(2,201,911)		(1,884,129)		(1,570,113)
Foreign currency contracts – notional	(722,576)		(676,126)		(427,009)
Net exposure to exchange rate fluctuations	£	8,848	€	8,331	$	6,177
Net exposure to exchange rate fluctuations in USD (1)	$	10,794	$	8,808	$	6,177

(1) Represents the U.S. Dollar equivalent as of September 30, 2023.

(2) Includes Swedish Krona, Australian Dollar, Swiss Franc, and Danish Krone currencies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the company’s reports under the Exchange Act is recorded, processed, and summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our “internal control over financial reporting” (as defined in Rule 13a–15(f) of the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As of September 30, 2023, we were not involved in any material legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously disclosed under ''Part I, Item 1A. Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Section 13(r) Disclosure

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) of the Exchange Act, we hereby incorporate by reference herein Exhibit 99.1 of this report, which includes disclosures regarding activities at Mundys S.p.A. (formerly “Atlantia S.p.A.”), which may be, or may have been at the time considered to be, an affiliate of Blackstone and, therefore, our affiliate.


ITEM 6.			EXHIBITS


31.1						Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2						Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 +						Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 +						Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1						Section 13(r) Disclosure

101.INS						XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________

+ This exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act or the Exchange Act.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


						BLACKSTONE MORTGAGE TRUST, INC.

October 25, 2023						/s/ Katharine A. Keenan
Date						Katharine A. Keenan
						Chief Executive Officer
						(Principal Executive Officer)

October 25, 2023						/s/ Anthony F. Marone, Jr.
Date						Anthony F. Marone, Jr.
						Chief Financial Officer
						(Principal Financial Officer and
						Principal Accounting Officer)

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities, Use Of Proceeds, and Issuer Purchases Of Equity Securities Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

31.1 Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 + Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 + Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Section 13(r) Disclosure

BXMT 10-Q Quarter ended Sept. 30, 2023

Exhibits