Did BrightSpire Capital (BRSP) report any disagreement related to John Westerfield’s retirement?

The company stated that John Westerfield’s retirement is not due to any disagreement regarding BrightSpire Capital’s operations, policies, or practices. The filing characterizes his decision as voluntary, with the stated reason being his desire to focus on other professional endeavors going forward.

BrightSpire Capital (BRSP) director John Westerfield to retire at 2026 annual meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BrightSpire Capital, Inc. reported that director John Westerfield has informed the Board he will retire and not stand for re-election at the Company’s 2026 Annual Meeting on May 13, 2026. He is stepping down to focus on other professional endeavors, and his retirement is stated as not being due to any disagreement regarding the Company’s operations, policies or practices.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

2026 Annual Meeting date: May 13, 2026

1 metrics

2026 Annual Meeting date May 13, 2026 Effective date of John Westerfield’s retirement from the Board

Key Terms

Board of Directors, Annual Meeting, Emerging growth company, Form 8-K

4 terms

Board of Directors financial

"a member of the Board of Directors (the “Board”) of BrightSpire Capital, Inc."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

Annual Meeting financial

"not stand for re-election to the Board as of the Company’s 2026 Annual Meeting on May 13, 2026"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Form 8-K regulatory

"FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

Understanding 8-K Material Events →

04/01/2026 - 04:06 PM

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): March 30, 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 5.02(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2026, John Westerfield, a member of the Board of Directors (the “Board”) of BrightSpire Capital, Inc. (the “Company”) informed the Board that he will retire from and not stand for re-election to the Board as of the Company’s 2026 Annual Meeting on May 13, 2026, to focus on other professional endeavors. Mr. Westerfield’s retirement is not due to any disagreement on any matters related to the Company’s operations, policies or practices.

SIGNATURE

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 hereunto duly authorized.


Date: April 1, 2026	BRIGHTSPIRE CAPITAL, INC.

	By:	/s/ David A. Palamé
	Name:	David A. Palamé
	Title:	General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What board change did BrightSpire Capital (BRSP) disclose in this 8-K?

BrightSpire Capital disclosed that director John Westerfield will retire from the Board and not stand for re-election at the 2026 Annual Meeting. The company states his decision is to focus on other professional endeavors and is not due to any disagreement with the company.

When will BrightSpire Capital (BRSP) director John Westerfield retire?

John Westerfield will retire from BrightSpire Capital’s Board as of the company’s 2026 Annual Meeting on May 13, 2026. He has notified the Board in advance that he will not stand for re-election at that meeting, marking the effective date of his departure.

What reason did John Westerfield give for leaving BrightSpire Capital’s Board?

According to the filing, John Westerfield informed the Board he will retire to focus on other professional endeavors. The company also clarified that his decision to not stand for re-election is not related to any disagreement on its operations, policies, or practices.

Which BrightSpire Capital officer signed the 8-K about the director’s retirement?

The 8-K was signed on behalf of BrightSpire Capital, Inc. by David A. Palamé, the company’s General Counsel and Secretary. His signature indicates he is the authorized officer executing the report related to John Westerfield’s planned retirement from the Board.

Filing Exhibits & Attachments

4 documents