0001717547false00017175472026-09-142026-09-14
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): September 14, 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 2.01 | Completion of Acquisition or Disposition of Assets. |
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 Sellers agreed to sell two industrial real properties and improvements located in Tolleson, Arizona and Tracy, California (the Company’s “Net Lease 1 Investment”).
On September 14, 2026, the Sellers completed the sale of the Net Lease 1 Investment. The consideration for the sale of the Net Lease 1 Investment totaled $300.0 million, consisting of (i) the Purchasers’ assumption of an existing mortgage loan in the original principal amount of $94.0 million, (ii) the assumption by an affiliate of the Purchasers of an existing mezzanine loan in the original principal amount of $106.0 million, in each case secured by or related to the Net Lease 1 Investment and (iii) $97.9 million of cash, net of closing and other transaction expenses.
The unaudited pro forma condensed consolidated financial statements of the Company, together with the related notes thereto, after giving effect to the sale of the Net Lease 1 Investment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| | | | | | | | |
| | |
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 |
| 99.1 | | Unaudited Pro Forma Condensed Financial Statements of BrightSpire Capital, Inc. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: September 16, 2026 | BRIGHTSPIRE CAPITAL, INC. |
| | |
| By: | /s/ David A. Palamé |
| Name: | David A. Palamé |
| Title: | General Counsel and Secretary |
BRIGHTSPIRE CAPITAL, INC.
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements
Introductory Note
On June 12, 2026, the Sellers entered into the Purchase and Sale Agreement with the Purchasers, pursuant to which the Purchasers agreed to acquire the Net Lease 1 Investment for total consideration of $300.0 million, subject to customary prorations and adjustments, which constitutes a significant disposition of assets.
The Purchase Price was satisfied through (i) the Purchasers’ assumption of an existing mortgage loan in the original principal amount of $94.0 million and (ii) the assumption by an affiliate of the Purchasers of an existing mezzanine loan in the original principal amount of $106.0 million, in each case secured by or related to the Net Lease 1 Investment, with the remaining balance of the Purchase Price paid in cash at closing. The sale closed on September 14, 2026, following satisfaction of the closing conditions set forth in the Purchase and Sale Agreement, including lender approval of the assumption of the mortgage and mezzanine loans.
Unaudited Pro Forma Condensed Consolidated Financial Statements
The unaudited pro forma condensed consolidated balance sheet presents the Company’s unaudited condensed consolidated balance sheet as of June 30, 2026, as if the sale had been completed on that date. The unaudited pro forma condensed consolidated statements of operations and unaudited pro forma condensed consolidated statements of comprehensive income for the six months ended June 30, 2026 and for the year ended December 31, 2025 present the Company’s results of operations as if the sale had occurred on January 1, 2025, the beginning of the earliest period presented.
The unaudited pro forma condensed consolidated financial statements are prepared in accordance with Article 11 of Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of filing this report on Form 8-K.
The unaudited pro forma financial information is based on financial statements prepared in accordance with U.S. generally accepted accounting principles. The unaudited pro forma condensed consolidated financial statements were based on and derived from the Company’s historical consolidated financial statements. Actual adjustments, however, may differ materially from the information presented. Pro forma adjustments have been made in the accompanying pro forma condensed consolidated balance sheet as of June 30, 2026, and pro forma condensed consolidated statement of operations for the year ended December 31, 2025 for the estimated gain on sale, while no adjustments have been made for the use of proceeds resulting from the sale. Pro forma adjustments do not include allocation of corporate costs, as those are not directly attributable to the sale. In addition, the unaudited pro forma financial information is based upon available information and assumptions that management considers to be reasonable, and such assumptions have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma financial information is not necessarily indicative of what the financial position or income statement results would have actually been had the sale occurred on the dates indicated. As a result of the factors above, these unaudited pro forma condensed consolidated financial statements should not be indicative of our future consolidated financial performance or results.
BRIGHTSPIRE CAPITAL, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
As of June 30, 2026
(in Thousands, Except Share and Per Share Data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | HISTORICAL(1) | | TRANSACTION ACCOUNTING ADJUSTMENTS | | PRO FORMA |
| Assets | | | | | | |
| Cash and cash equivalents | | $ | 68,157 | | | $ | 97,879 | | 1(A) | $ | 166,036 | |
| Restricted cash | | 101,563 | | | (58) | | 1(A) | 101,505 | |
| Loans and preferred equity held for investment | | 2,893,663 | | | — | | | 2,893,663 | |
| Current expected credit loss reserve | | (98,658) | | | — | | | (98,658) | |
| Loans and preferred equity held for investment, net | | 2,795,005 | | | — | | | 2,795,005 | |
| Real estate, net | | 450,338 | | | — | | | 450,338 | |
| Receivables, net | | 51,368 | | | (14,236) | | 1(A) | 37,132 | |
| Deferred leasing costs and intangible assets, net | | 4,337 | | | — | | | 4,337 | |
| Assets held for sale | | 248,418 | | | (223,133) | | 1(A) | 25,285 | |
| Other assets | | 28,547 | | | (13) | | 1(A) | 28,534 | |
| Total assets | | $ | 3,747,733 | | | $ | (139,561) | | | $ | 3,608,172 | |
| Liabilities | | | | | | |
| Securitization bonds payable, net | | 1,407,850 | | | — | | | 1,407,850 | |
| Mortgage and other notes payable, net | | 211,604 | | | 878 | | 1(A) | 212,482 | |
| Credit facilities | | 926,225 | | | — | | | 926,225 | |
| Accrued and other liabilities | | 54,527 | | | (835) | | 1(A) | 53,692 | |
| Liabilities related to assets held for sale | | 200,000 | | | (200,000) | | 1(A) | — | |
| Escrow deposits payable | | 76,261 | | | — | | | 76,261 | |
| Dividends payable | | 21,885 | | | — | | | 21,885 | |
| Total liabilities | | 2,898,352 | | | (199,957) | | | 2,698,395 | |
| Commitments and contingencies | | — | | | — | | | — | |
| Equity | | | | | | |
| Stockholders’ equity | | | | | | |
| Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of June 30, 2026 | | — | | | — | | | — | |
| Common stock, $0.01 par value per share | | — | | | — | | | — | |
| Class A, 950,000,000 shares authorized, 126,789,991 shares issued and outstanding as of June 30, 2026 | | 1,268 | | | — | | | 1,268 | |
| Additional paid-in capital | | 2,845,471 | | | — | | | 2,845,471 | |
| Accumulated deficit | | (1,983,759) | | | 60,396 | | 1(A) | (1,923,363) | |
| Total stockholders’ equity | | 862,980 | | | 60,396 | | | 923,376 | |
| Noncontrolling interests in investment entities | | (13,599) | | | — | | | (13,599) | |
| Total equity | | $ | 849,381 | | | $ | 60,396 | | | $ | 909,777 | |
| Total liabilities and equity | | $ | 3,747,733 | | | $ | (139,561) | | | $ | 3,608,172 | |
____________(1) Represents the Company’s historical consolidated balance sheet as of June 30, 2026, which was derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
BRIGHTSPIRE CAPITAL, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2026
(in Thousands, Except Share and Per Share Data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | HISTORICAL(1) | | TRANSACTION ACCOUNTING ADJUSTMENTS | | PRO FORMA |
| | | | | | |
| Net interest income | | | | | | |
| Interest income | | $ | 101,592 | | | $ | — | | | $ | 101,592 | |
| Interest expense | | (68,241) | | | — | | | (68,241) | |
| Net interest income | | 33,351 | | | — | | | 33,351 | |
| | | | | | |
| Property and other income | | | | | | |
| Property operating income | | 63,086 | | | (10,133) | | 2(A) | 52,953 | |
| Other income | | 4,010 | | | — | | | 4,010 | |
| Total property and other income | | 67,096 | | | (10,133) | | | 56,963 | |
| | | | | | |
| Expenses | | | | | | |
| Property operating expense | | 38,589 | | | (59) | | 2(A) | 38,530 | |
| Transaction, investment and servicing expense | | 2,339 | | | (37) | | 2(A) | 2,302 | |
| Interest expense on real estate | | 10,213 | | | (4,848) | | 2(A) | 5,365 | |
| Depreciation and amortization | | 16,814 | | | (4,382) | | 2(A) | 12,432 | |
| Increase (decrease) of current expected credit loss reserve | | 15,247 | | | — | | | 15,247 | |
| Impairment of operating real estate | | 9,270 | | | — | | | 9,270 | |
| Compensation and benefits (including $2,918 of equity-based compensation expense) | | 18,045 | | | — | | | 18,045 | |
| Operating expense | | 6,253 | | | (2) | | 2(A) | 6,251 | |
| Total expenses | | 116,770 | | | (9,328) | | | 107,442 | |
| | | | | | |
| Other income | | | | | | |
| Other loss, net | | (31) | | | — | | | (31) | |
| Loss before equity in earnings of unconsolidated ventures and income taxes | | (16,354) | | | (805) | | | (17,159) | |
| Equity in earnings (loss) of unconsolidated ventures | | (602) | | | — | | | (602) | |
| Income tax expense | | (104) | | | — | | | (104) | |
| Net loss | | (17,060) | | | (805) | | | (17,865) | |
| Net loss attributable to noncontrolling interests in investment entities | | 3,572 | | | — | | | 3,572 | |
| Net loss attributable to BrightSpire Capital, Inc. common stockholders | | $ | (13,488) | | | $ | (805) | | | $ | (14,293) | |
| | | | | | |
| Net loss per common share - basic | | $ | (0.12) | | | $ | (0.01) | | | $ | (0.13) | |
| Net loss per common share - diluted | | $ | (0.12) | | | $ | (0.01) | | | $ | (0.13) | |
| | | | | | |
| Weighted average shares of common stock outstanding - basic | | 126,324 | | | — | | | 126,324 | |
| Weighted average shares of common stock outstanding - diluted | | 126,324 | | | — | | | 126,324 | |
____________(1) Represents the Company’s historical statement of operations for the six months ended June 30, 2026, which was derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
BRIGHTSPIRE CAPITAL, INC.
PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the Six Months Ended June 30, 2026
(in Thousands, Except Share and Per Share Data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | HISTORICAL(1) | | TRANSACTION ACCOUNTING ADJUSTMENTS | | PRO FORMA |
| Net loss | | $ | (17,060) | | | $ | (805) | | 2(A) | $ | (17,865) | |
| Other comprehensive income (loss) | | (17,060) | | | (805) | | | (17,865) | |
| Comprehensive loss attributable to noncontrolling interests: | | | | | | |
| Investment entities | | 3,572 | | | — | | | 3,572 | |
| Comprehensive loss attributable to common stockholders | | $ | (13,488) | | | $ | (805) | | | $ | (14,293) | |
____________
(1) Represents the Company’s historical statement of comprehensive income for the six months ended June 30, 2026, which was derived from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
BRIGHTSPIRE CAPITAL, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2025
(in Thousands, Except Share and Per Share Data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | HISTORICAL(1) | | TRANSACTION ACCOUNTING ADJUSTMENTS | | PRO FORMA |
| | | | | | |
| Net interest income | | | | | | |
| Interest income | | $ | 194,888 | | | $ | — | | | $ | 194,888 | |
| Interest expense | | (127,275) | | | — | | | (127,275) | |
| Net interest income | | 67,613 | | | — | | | 67,613 | |
| | | | | | |
| Property and other income | | | | | | |
| Property operating income | | 127,649 | | | (20,267) | | 2(A) | 107,382 | |
| Other income | | 8,050 | | | — | | | 8,050 | |
| Total property and other income | | 135,699 | | | (20,267) | | | 115,432 | |
| | | | | | |
| Expenses | | | | | | |
| Property operating expense | | 65,915 | | | (101) | | 2(A) | 65,814 | |
| Transaction, investment and servicing expense | | 2,697 | | | (83) | | 2(A) | 2,614 | |
| Interest expense on real estate | | 23,707 | | | (9,773) | | 2(A) | 13,934 | |
| Depreciation and amortization | | 36,336 | | | (8,765) | | 2(A) | 27,571 | |
| Increase of current expected credit loss reserve | | 24,001 | | | — | | | 24,001 | |
| Impairment of operating real estate | | 61,620 | | | — | | | 61,620 | |
| Compensation and benefits (including $12,836 of equity-based compensation expense) | | 34,986 | | | — | | | 34,986 | |
| Operating expense | | 12,067 | | | (4) | | 2(A) | 12,063 | |
| Total expenses | | 261,329 | | | (18,726) | | | 242,603 | |
| | | | | | |
| Other income | | | | | | |
| Other gain (loss), net | | (2,252) | | | 60,396 | | 2(B) | 58,144 | |
| Loss before equity in earnings of unconsolidated ventures and income taxes | | (60,269) | | | 58,855 | | | (1,414) | |
| Income tax benefit (expense) | | 21,501 | | | — | | | 21,501 | |
| Net income (loss) | | (38,768) | | | 58,855 | | | 20,087 | |
| | | | | | |
| Net loss attributable to noncontrolling interests in investment entities | | 7,620 | | | — | | | 7,620 | |
| Net income (loss) attributable to BrightSpire Capital, Inc. common stockholders | | $ | (31,148) | | | $ | 58,855 | | | $ | 27,707 | |
| | | | | | |
| Net income (loss) per common share - basic | | $ | (0.26) | | | $ | 0.46 | | | $ | 0.20 | |
| Net income (loss) per common share - diluted | | $ | (0.26) | | | $ | 0.46 | | | $ | 0.20 | |
| | | | | | |
| Weighted average shares of common stock outstanding - basic | | 126,883 | | | — | | | 126,883 | |
| Weighted average shares of common stock outstanding - diluted | | 126,883 | | | 2,369 | | 2(C) | 129,252 | |
____________
(1) Represents the Company’s historical statement of operations for the year ended December 31, 2025, which was derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
BRIGHTSPIRE CAPITAL, INC.
PRO FORMA CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the Year Ended December 31, 2025
(in Thousands, Except Share and Per Share Data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | HISTORICAL(1) | | TRANSACTION ACCOUNTING ADJUSTMENTS | | PRO FORMA |
| Net income (loss) | | $ | (38,768) | | | $ | 58,855 | | | $ | 20,087 | |
| Other comprehensive income (loss) | | | | | | |
| Reclassification of net investment hedge to other gain (loss) | | (18,603) | | | — | | | (18,603) | |
| Foreign currency translation gain (loss) | | 24,940 | | | — | | | 24,940 | |
| Total other comprehensive income | | 6,337 | | | — | | | 6,337 | |
| Comprehensive income (loss) | | (32,431) | | | 58,855 | | | 26,424 | |
| Comprehensive (income) loss attributable to noncontrolling interests: | | | | | | |
| Investment entities | | 7,620 | | | — | | | 7,620 | |
| Comprehensive income (loss) attributable to common stockholders | | $ | (24,811) | | | $ | 58,855 | | | $ | 34,044 | |
____________
(1) Represents the Company’s historical statement of comprehensive income for the year ended December 31, 2025, which was derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.
BRIGHTSPIRE CAPITAL, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Adjustments to Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026
(A) Represents the removal of assets and liabilities associated with the sale of the Net Lease 1 Investment, as well as, the receipt of cash net proceeds of approximately $97.9 million, following the assumption of the $200.0 million mortgage notes payable. The transaction accounting adjustments are shown below:
| | | | | |
| Gross purchase price | $ | 300,000 | |
| Estimated closing and transaction costs | (1,275) | |
| Estimated working capital adjustments | (846) | |
| Assumption of mortgage notes payable | (200,000) | |
| Net proceeds | 97,879 | |
| |
| |
Less: Real estate, net(1) | (201,307) | |
Less: Deferred leasing costs and intangible assets, net(1) | (21,826) | |
| Less: Receivables, net (including straight-line rent receivable) | (14,236) | |
| Less: Restricted cash and other assets | (71) | |
| Less: Mortgage notes payable (assumed by Purchasers) | 200,000 | |
| Less: Unamortized deferred financing costs | (878) | |
| Less: Accrued and other liabilities | 835 | |
| Pro forma gain | $ | 60,396 | |
_________________________________________
(1) Included in “Assets held for sale” on the consolidated balance sheet as of June 30, 2026.
2. Adjustments to Unaudited Pro Forma Consolidated Statements of Operations and Unaudited Pro Forma Consolidated Statements of Comprehensive Income
For the Six Months Ended June 30, 2026
(A) Represents the removal of the historical revenue and expenses associated with the Net Lease 1 Investment for the six months ended June 30, 2026.
For the Year Ended December 31, 2025
(A) Represents the removal of the historical revenue and expenses for the year ended December 31, 2025.
(B) Represents the approximate pro forma gain on sale of $60.4 million as if the sale of the Net Lease 1 Investment occurred on January 1, 2025.
(C) The calculation of diluted earnings per share for the year ended December 31, 2025 includes the effect of weighted average unvested restricted shares of 2,865,399, as the effect would be dilutive.
