BrightSpire Capital plans $300M sale of net-lease assets

BrightSpire Capital, Inc. has agreed to sell its “Net Lease 1 Investment,” two industrial properties in Tolleson, Arizona and Tracy, California, for a total purchase price of $300,000,000.

Rhea-AI Filing Summary

BrightSpire Capital, Inc. has agreed to sell its “Net Lease 1 Investment,” two industrial properties in Tolleson, Arizona and Tracy, California, for a total purchase price of $300,000,000. The buyers, ALTOAZ001 LLC and ALTRCA001 LLC, will pay the price at closing and must post a $6,000,000 earnest money deposit within three business days of the effective date.

The transaction is expected to close by September 14, 2026, subject to several conditions, including the buyers’ assumption of existing mortgage and mezzanine loans with lender approval, so completion is not assured. As of March 31, 2026, the investment had a GAAP carrying value of about $239 million and an undepreciated carrying value of about $306 million, both including roughly $14 million of straight-line rent receivable. This prospective sale continues BrightSpire’s plan to rotate out of owned real estate and focus on first mortgage loans.

Insights

REIT and real estate capital allocation analyst

BrightSpire moves a large net-lease asset toward sale, aligning with its lending-focused strategy.

BrightSpire Capital subsidiaries agreed to sell two industrial properties, its "Net Lease 1 Investment," for $300,000,000. As of March 31, 2026, the asset’s GAAP carrying value was about $239 million and undepreciated carrying value about $306 million, both including roughly $14 million of straight-line rent receivable.

The deal fits the stated plan to rotate from owned real estate into first mortgage loans, suggesting continued portfolio reshaping toward a purer credit profile. However, the closing remains conditional on loan assumptions and other customary provisions, so there is execution uncertainty and timing risk until the outside date of September 14, 2026.

If the transaction closes on the described terms, it would convert a sizeable single-asset exposure into cash proceeds, potentially affecting leverage, liquidity and earnings mix depending on redeployment into new first mortgage loans. Subsequent company disclosures will show realized gains or losses and how quickly proceeds are reinvested.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Purchase price: $300,000,000 Earnest money deposit: $6,000,000 GAAP carrying value: $239,000,000 +3 more

6 metrics

Purchase price $300,000,000 Total consideration for Net Lease 1 Investment

Earnest money deposit $6,000,000 Due within three business days of effective date

GAAP carrying value $239,000,000 As of March 31, 2026, including ~$14M straight-line rent

Undepreciated carrying value $306,000,000 As of March 31, 2026, including ~$14M straight-line rent

Straight-line rent receivable $14,000,000 Included in both carrying values as of March 31, 2026

Outside closing date September 14, 2026 Expected latest date to close acquisition

Key Terms

Material Definitive Agreement, Net Lease 1 Investment, earnest money deposit, outside closing date, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Net Lease 1 Investment financial

"the Company’s “Net Lease 1 Investment”. The total consideration"

earnest money deposit financial

"The Purchasers are required to make an earnest money deposit of $6,000,000"

An earnest money deposit is a sum of money paid by a buyer to show serious intent to purchase a property or asset. It acts as a guarantee that the buyer is committed, and if the deal goes through, it is usually applied toward the purchase price. For investors, it provides reassurance that the other party is genuine, helping to build trust and secure the transaction.

outside closing date regulatory

"The Acquisition is expected to close by September 14, 2026, the outside closing date."

straight-line rent receivable financial

"inclusive of an approximate $14 million straight-line rent receivable"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did BrightSpire Capital (BRSP) announce in this 8-K?

BrightSpire Capital disclosed an agreement to sell its “Net Lease 1 Investment,” two industrial properties in Arizona and California, for a total purchase price of $300,000,000. The deal is subject to customary closing conditions and loan assumptions by the purchasers.

What is the purchase price and deposit for BrightSpire Capital’s Net Lease 1 sale?

The total purchase price is $300,000,000, to be paid at closing. The purchasers must make an earnest money deposit of $6,000,000 within three business days of the effective date, providing a good-faith commitment toward completing the transaction.

When is the BrightSpire Capital Net Lease 1 transaction expected to close?

The acquisition is expected to close by September 14, 2026, identified as the outside closing date. Several conditions, including assumption of a mortgage and mezzanine loan with lender approval, must be satisfied before closing can occur.

How is the Net Lease 1 Investment carried on BrightSpire Capital’s books?

As of March 31, 2026, the Net Lease 1 Investment had a GAAP carrying value of about $239 million and an undepreciated carrying value of about $306 million. Both figures include approximately $14 million of straight-line rent receivable.

How does this sale fit BrightSpire Capital’s stated business strategy?

The prospective sale continues BrightSpire Capital’s plan to rotate out of owned real estate investments and focus on first mortgage loans. This shift aims to concentrate the portfolio on its primary lending strategy rather than long-term ownership of net-lease properties.

What are key risks to closing the BrightSpire Capital Net Lease 1 transaction?

Closing depends on conditions such as the purchasers’ assumption of existing mortgage and mezzanine loans, which require lender approval. The agreement notes there can be no assurance the purchasers will complete the transaction on the described terms or at all.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/16/2026 - 05:11 PM Learn about SEC filing dates

0001717547false00017175472026-06-122026-06-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2026

BrightSpire Capital, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-38377

38-4046290

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

590 Madison Avenue, 33rd Floor

New York, NY 10022

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (212) 547-2631

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐             Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)

☐             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

BRSP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On June 12, 2026, (the “Effective Date”), CLNC NNN Alberts AZ, LLC, a Delaware limited liability company, and CLNC NNN Alberts CA, LLC, a Delaware limited liability company (together, the “Sellers”, which are subsidiaries of BrightSpire Capital, Inc., the “Company”), entered into an Agreement for Purchase and Sale of Real Estate (the “Purchase and Sale Agreement”), with ALTOAZ001 LLC, a Delaware limited liability company, and ALTRCA001 LLC, a Delaware limited liability company (together, the “Purchasers”), whereby the Purchasers agreed to acquire (the “Acquisition”) two industrial real properties and improvements located in Tolleson, Arizona and Tracy, California (the Company’s “Net Lease 1 Investment”). The total consideration for the Net Lease 1 Investment is $300,000,000 (the “Purchase Price”), subject to the prorations and adjustments described in the Purchase and Sale Agreement. The Purchase Price is to be paid by the Purchasers to the Sellers at the Closing (as that term is defined in the Purchase and Sale Agreement). The Purchasers are required to make an earnest money deposit of $6,000,000 within three business days of the Effective Date.

The Purchase and Sale Agreement contains provisions, representations, warranties, covenants, conditions and indemnities that are customary and standard for the real estate industry and the sale of commercial real property. The Acquisition is expected to close by September 14, 2026, the outside closing date. Several conditions to closing on the Acquisition remain to be satisfied, including Purchaser’s assumption of the mortgage loan and mezzanine loan on the properties (subject to applicable lender approval), and there can be no assurance that the Purchasers will complete the transaction on the general terms described above or at all.

The prospective sale of the Net Lease 1 Investment is a continuation of the Company’s stated business plan to rotate out of owned real estate investments and into its primary strategy of first mortgage loans. As of March 31, 2026, the investment had a GAAP carrying value of approximately $239 million and an undepreciated carrying value of approximately $306 million (in each case, inclusive of an approximate $14 million straight-line rent receivable).

The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the Purchase and Sale Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.

Exhibit No.						Description
2.1						Agreement for Purchase and Sale of Real Estate, dated June 12, 2026, by and among ALTOAZ001 LLC and ALTRCA001 LLC, the Purchasers, and CLNC NNN Alberts AZ, LLC and CLNC NNN Alberts CA, LLC, the Sellers
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* - Portions of Exhibit 2.1 have been omitted. The Company shall promptly provide to the Securities Exchange Commission or its staff an unredacted copy of the exhibit on a supplemental basis.

SIGNATURES

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

Date: June 16, 2026

BRIGHTSPIRE CAPITAL, INC.

By:

/s/ David A. Palamé

David A. Palamé

General Counsel and Secretary

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-2.1 EX-2.1 522.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 25.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.5 KB