BrightSpire (NYSE: BRSP) CEO receives large stock grants, covers taxes in shares

Rhea-AI Filing Summary

BrightSpire Capital CEO Michael Mazzei reported compensation-related stock activity. He received three grants of Class A common stock, including shares issued in lieu of cash incentive compensation and shares from settled 2023 performance restricted stock units, with future vesting through March 2029.

The company also withheld 260,381 shares at a value of $5.54 per share to cover tax obligations tied to these and prior awards, which is not an open-market sale. After these transactions, Mazzei directly holds 1,520,907 shares of BrightSpire Capital Class A common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mazzei Michael

(Last) (First) (Middle)

590 MADISON AVENUE, 33RD FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BrightSpire Capital, Inc. [ BRSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/16/2026		A(1)		307,040	A	$0	1,271,615	D
Class A Common Stock	03/16/2026		A(2)		270,759	A	$0	1,542,374	D
Class A Common Stock	03/16/2026		A(3)		238,914	A	$0	1,781,288	D
Class A Common Stock	03/16/2026		F(4)		260,381	D	$5.54	1,520,907	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares of Class A Common Stock granted to the reporting person by the Issuer as stock-in-lieu of cash compensation earned in accordance with the Issuer's 2025 annual incentive plan, which vest annually in three equal installments on March 15, 2027, March 15, 2028 and March 15, 2029.

2. Represents shares of Class A Common Stock granted to the reporting person by the Issuer, which vest annually in three equal installments on March 15, 2027, March 15, 2028 and March 15, 2029.

3. Represents shares of Class A Common Stock issued to the reporting person by the Issuer in connection with the settlement of 2023 performance restricted stock units (the "2023 PRSUs") earned for the performance period ended March 6, 2026.

4. Represents the number of shares withheld by the Issuer in satisfaction of withholding taxes in connection with the vesting of certain shares of Class A common stock acquired through prior grants and the 2023 PRSUs.

Remarks:

	/s/ David A. Palame, as Attorney-in-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did BrightSpire Capital (BRSP) CEO Michael Mazzei report on his latest Form 4?

Michael Mazzei reported stock awards and related tax withholding. He received multiple grants of Class A common stock, including stock issued instead of cash incentive pay and settled performance stock units, and had shares withheld to satisfy tax obligations rather than selling them in the open market.

How many BrightSpire Capital (BRSP) shares does CEO Michael Mazzei now hold?

After the reported transactions, Michael Mazzei directly holds 1,520,907 shares. This balance reflects three separate stock grants of Class A common stock and a share withholding transaction used to cover taxes associated with vested awards and performance restricted stock units.

Were Michael Mazzei’s BrightSpire (BRSP) transactions open-market buys or sells?

No, the Form 4 shows compensation grants and tax withholding, not market trades. The “A” code entries are stock grants, including stock-in-lieu of cash and performance-based shares, while the “F” code reflects shares withheld by the company for tax liabilities.

What types of stock awards did BrightSpire (BRSP) grant to CEO Michael Mazzei?

He received several forms of equity compensation. The awards include stock granted instead of cash under the 2025 annual incentive plan, time-vested stock that vests annually over three years, and shares issued upon settlement of 2023 performance restricted stock units for a performance period ending March 6, 2026.

How are Michael Mazzei’s new BrightSpire (BRSP) stock grants scheduled to vest?

The new grants vest in three equal annual installments. Shares granted under the 2025 annual incentive plan and the additional time-based awards vest on March 15, 2027, March 15, 2028, and March 15, 2029, subject to the standard vesting conditions described in the award terms.

Why did BrightSpire (BRSP) withhold 260,381 shares from Michael Mazzei?

The withheld 260,381 shares satisfied tax withholding obligations. BrightSpire retained these Class A common shares in connection with the vesting of previously granted stock and 2023 performance restricted stock units, as reflected by the “F” transaction code for tax-liability payment using shares.