BrightSpire Capital, Inc. SEC Filings

BrightSpire Capital executive Andrew Elmore Witt received stock-based compensation and had shares withheld for taxes. On March 16, 2026 he was granted 144,405 shares of Class A common stock that vest in three equal annual installments on March 15, 2027, March 15, 2028 and March 15, 2029. He also acquired 119,457 shares issued upon settlement of 2023 performance restricted stock units earned for a performance period ending March 6, 2026. To cover withholding taxes tied to prior grants and these performance units, 131,414 shares were withheld at $5.54 per share, leaving him with 712,076 Class A shares held directly after these transactions.

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.

BrightSpire Capital, Inc., through its indirect subsidiary BrightSpire Credit 9, LLC, entered into a new Master Repurchase Agreement with JPMorgan Chase Bank providing up to $250.0 million of financing for commercial real estate loans and related assets.

The facility functions as a revolving credit line indexed to one-month term SOFR, initially maturing on March 12, 2029, with two one-year extension options. A BrightSpire affiliate provided a partial guarantee capped at 25% of amounts due and agreed to financial covenants, including minimum liquidity, tangible net worth of at least $900 million plus a portion of equity proceeds, a maximum debt-to-assets ratio of 75% and a minimum EBITDA-to-interest coverage ratio of 1.40x.

BrightSpire Capital, Inc. filed a shelf registration statement to permit the offering, from time to time after the registration becomes effective, of various equity and equity-linked securities, including Class A common stock, preferred stock, depositary shares, warrants and rights. The prospectus states offerings may be made by the company or by selling stockholders, with terms and amounts to be specified in future prospectus supplements and sales occurring through multiple methods "from time to time after the effective date of this registration statement as registrant determines based on market conditions and other factors." The prospectus discloses 1,000,000,000 shares authorized (950,000,000 common; 50,000,000 preferred) and 128,627,246 shares of common stock outstanding as of February 25, 2026. The company reports its common stock trades on the NYSE under the symbol BRSP and the last reported sale price on February 25, 2026 was $5.72 per share.

BrightSpire Capital, Inc. entered into a new commercial real estate collateralized loan obligation, 2026-FL3, through its Sub-REIT and Cayman and Delaware issuing vehicles. The CLO issuers sold multiple classes of rated floating-rate notes and issued 71,625 Preferred Shares with an aggregate liquidation preference of $1,000 per share.

The notes bear interest at spreads over a Benchmark initially based on Term SOFR, with senior tranches such as the Class A Notes priced at the Benchmark plus 1.45%, stepping up after the payment date in December 2031. Subordinated Class F and Class G Notes initially pay 0% for the first interest period, then reprice to the Benchmark plus 4.5% and 5.5%, respectively. The notes are scheduled to mature at par on the August 2043 payment date unless redeemed earlier.

The CLO structure includes a 30‑month reinvestment period and a 6‑month ramp‑up acquisition period during which the issuer may acquire up to $98,348,996 of additional mortgage and related loans. BRSP 2026-FL3 DRE, LLC, an indirect subsidiary, acquired 100% of the Class F Notes, Class G Notes and the Preferred Shares. Proceeds were used to buy an initial loan portfolio, fund ramp‑up purchases, repay certain pre‑closing financings and support related activities.

BrightSpire also fully redeemed its prior 2021-FL1 notes and related preferred shares by depositing trust funds equal to the total redemption price using cash on hand. Upon redemption, collateral securing the 2021-FL1 structure was released and sold to the holder of the preferred shares in line with the governing indenture.

BrightSpire Capital, Inc. is an internally managed commercial real estate credit REIT focused primarily on originating and acquiring senior mortgage loans on commercial properties, complemented by mezzanine loans, preferred equity and select net leased real estate.

The company targets flexible, cycle-aware CRE lending with an emphasis on first-lien senior loans but may also invest in CMBS, CDOs and CRE CLOs. As of June 30, 2025, non-affiliate equity market value was approximately $650.6 million, and as of February 17, 2026, it had 128,627,246 Class A common shares outstanding.

BrightSpire funds its portfolio through multiple facilities, including an up to $120 million secured revolving credit facility, up to approximately $2.1 billion in secured revolving repurchase facilities, $982.1 million in non-recourse securitization financing, $382.2 million in commercial mortgages and $34.1 million in other asset-level financing as of December 31, 2025. It operates as a REIT and structures its subsidiaries to avoid registration under the Investment Company Act while managing extensive real estate, credit, interest rate, liquidity, regulatory and tax risks detailed in its risk factors.

BrightSpire Capital, Inc. reported a GAAP net loss attributable to common stockholders of $14.4 million, or ($0.12) per share for Q4 2025, and $31.1 million, or ($0.26) per share for full-year 2025. Despite these losses, Q4 Adjusted Distributable Earnings were $19.3 million, or $0.15 per share, and full-year Adjusted Distributable Earnings reached $83.6 million, or $0.64 per share, fully covering the 2025 dividend of $0.64 per share.

As of December 31, 2025, BrightSpire reported GAAP net book value of $7.30 per share and undepreciated book value of $8.44 per share. The company highlighted its strongest quarter of loan originations since late 2024, a $2.7 billion loan portfolio concentrated 67% in multifamily assets, and total undepreciated at-share assets of $3.7 billion.

Liquidity remained solid with $168 million of available liquidity, including $98 million of unrestricted cash and $70 million of revolver availability, and a 2.3x debt-to-equity ratio. BrightSpire executed a $955 million CRE CLO after quarter-end and made progress reducing problem assets, with watchlist loans of $220 million (8% of the loan portfolio) and six REO assets totaling $315 million, both expected to decline meaningfully through repayments, foreclosures and planned sales in early 2026.

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.

The Vanguard Group reported beneficial ownership of 12,027,049 shares of BrightSpire Capital Inc common stock, representing 9.27% of the class. Vanguard has shared voting power over 992,722 shares and shared dispositive power over all 12,027,049 shares, with no sole voting or dispositive power.

Vanguard explains that an internal realignment on January 12, 2026 means certain subsidiaries or business divisions that pursue the same investment strategies are expected to report beneficial ownership separately on a disaggregated basis. Vanguard also certifies the shares are held in the ordinary course of business, not to influence control of BrightSpire.