BrightSpire Capital (BRSP) officer awarded stock as shares withheld for taxes

Rhea-AI Filing Summary

BrightSpire Capital, Inc. officer Frank V. Saracino reported equity compensation transactions involving Class A common stock. He received two share awards: 85,741 shares granted that vest in three equal installments on March 15, 2027, March 15, 2028 and March 15, 2029, and 75,657 shares issued upon settlement of 2023 performance restricted stock units earned for the performance period ended March 6, 2026. To cover tax withholding on these and earlier awards, 80,423 shares were withheld at a value of $5.54 per share. After these compensation-related grants and tax withholding, Saracino directly holds 455,543 Class A shares.

Insights

Equity compensation analyst

Routine stock awards with tax withholding; no open‑market trading signal.

Frank V. Saracino, an officer of BrightSpire Capital, received two equity awards totaling 161,398 Class A shares, one time‑vested and one tied to 2023 performance restricted stock units. These are compensation grants, not market purchases.

The filing also shows 80,423 shares withheld at $5.54 per share to satisfy tax obligations on the vesting of current and prior awards. This F‑code disposition reflects mandatory tax withholding rather than a discretionary sale, so it offers limited insight into Saracino’s view of the stock.

Following these transactions, he directly owns 455,543 shares, indicating he retains a substantial equity stake. Overall, the activity appears to be standard executive compensation and tax handling, with no open‑market buying or selling reported in this filing.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Saracino Frank V

(Last) (First) (Middle)

590 MADISON, 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)

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

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)		85,741	A	$0	460,309	D
Class A Common Stock	03/16/2026		A(2)		75,657	A	$0	535,966	D
Class A Common Stock	03/16/2026		F(3)		80,423	D	$5.54	455,543	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, 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 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.

3. 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:

CHIEF FINANCIAL OFFICER, TREASURER AND EXECUTIVE VICE PRESIDENT

	/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 insider transactions did BRSP officer Frank V. Saracino report?

Frank V. Saracino reported compensation-related equity transactions in BrightSpire Capital Class A stock. He received two share awards totaling 161,398 shares and had 80,423 shares withheld to cover taxes, with no open-market purchases or sales disclosed in this filing.

How many BrightSpire Capital (BRSP) shares did Saracino receive as awards?

Saracino received 85,741 Class A shares as a new grant and 75,657 shares from settlement of 2023 performance restricted stock units. Together, these compensation awards total 161,398 shares of BrightSpire Capital stock reported in the Form 4 filing.

What is the vesting schedule for Saracino’s new BRSP stock grant?

The new BrightSpire Capital grant of 85,741 Class A shares vests in three equal annual installments. The vesting dates are March 15, 2027, March 15, 2028 and March 15, 2029, aligning the award with multi‑year service and performance at the company.

Why were 80,423 BRSP shares withheld from Frank V. Saracino?

BrightSpire Capital withheld 80,423 Class A shares at $5.54 per share to satisfy tax withholding obligations. These taxes relate to the vesting of previously granted stock and the 2023 performance restricted stock units, and do not represent an open-market sale by Saracino.

How many BrightSpire Capital (BRSP) shares does Saracino hold after these transactions?

After the reported compensation grants and tax withholding, Saracino directly holds 455,543 shares of BrightSpire Capital Class A common stock. This figure reflects his post-transaction position and indicates a continued substantial equity interest in the company.

Do these BRSP Form 4 transactions indicate insider buying or selling in the market?

No open-market buying or selling is reported. The Form 4 shows stock awards granted to Saracino and 80,423 shares withheld for taxes at $5.54 per share, which is a standard tax-settlement mechanism rather than a discretionary market trade.