BrightSpire Capital (BRSP) CEO transfers 369,724 shares to ex-spouse in divorce

Rhea-AI Filing Summary

BrightSpire Capital, Inc. CEO and director Michael Mazzei reported a personal stock transfer involving the company’s Class A common stock. On 02/11/2026, 369,724 shares were transferred at a stated price of $0, pursuant to a divorce judgment.

Following this transaction, Mazzei reported beneficial ownership of 964,575 Class A common shares on a direct basis. He formally disclaims beneficial ownership of the securities transferred to his ex-spouse, noting that the filing should not be viewed as an admission of beneficial ownership for any purpose.

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 NY 10022

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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

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

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

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	02/11/2026		J(1)		369,724	D	$0	964,575	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. Transfer of Class A Common Stock to ex-spouse pursuant to a divorce judgment. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ David A. Palame, as Attorney-in-Fact	02/12/2026
	** 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.

FAQ

What insider transaction did BRSP CEO Michael Mazzei report on this Form 4?

Michael Mazzei reported a transfer of 369,724 shares of BrightSpire Capital Class A common stock. The transaction occurred on 02/11/2026 and was reported at a stated price of $0 per share, reflecting a non-market transfer rather than an open-market trade.

Why were BrightSpire Capital (BRSP) shares transferred by Michael Mazzei?

The shares were transferred to his ex-spouse pursuant to a divorce judgment. This indicates the movement of shares was related to a personal legal settlement, not to investment decisions or open-market trading activity involving BrightSpire Capital stock.

How many BRSP shares does Michael Mazzei report owning after the transaction?

After the reported transfer, Michael Mazzei reports beneficial ownership of 964,575 shares of BrightSpire Capital Class A common stock. These shares are listed as held directly, separate from the shares transferred pursuant to the divorce judgment described in the filing.

What does it mean that Mazzei disclaims beneficial ownership of certain BRSP shares?

The disclaimer means Mazzei states he should not be considered the beneficial owner of the transferred shares. The filing explains that this report should not be treated as an admission of beneficial ownership for Section 16 or any other legal or regulatory purpose.

What is transaction code J on Michael Mazzei’s BrightSpire Capital Form 4?

Transaction code J indicates a transaction that does not fall into standard purchase or sale codes, such as certain transfers. In this case, it refers to the transfer of shares to an ex-spouse as required by a divorce judgment, not a market trade.

Is the BRSP Form 4 transaction a market sale or purchase of stock?

No, the Form 4 describes a transfer of 369,724 BrightSpire Capital shares at a stated price of $0. The explanation states the transfer was to an ex-spouse under a divorce judgment, indicating it was not a typical open-market sale or purchase.