BrightSpire Capital, Inc. (BRSP) SEC Filings, Feb-Apr 2026

BrightSpire Capital, Inc. is asking stockholders to vote at its virtual 2026 annual meeting on May 13, 2026. Holders of Class A common stock as of March 23, 2026 can attend online, ask questions and vote.

Stockholders will elect five directors, approve on a non-binding basis 2025 executive compensation, and ratify Deloitte & Touche LLP as independent auditor for 2026. They are also being asked to approve a second amendment to the 2022 Equity Incentive Plan that would authorize an additional 10,000,000 shares of common stock for future equity awards.

The board, which is expected to be 80% independent and led by an independent chair, highlights governance features such as majority voting for directors, stock ownership guidelines, a clawback policy, anti-hedging rules, and regular cybersecurity oversight. The company operates as an internally managed commercial real estate credit REIT with 47 employees and emphasizes performance-based pay and long-term equity incentives for executives.

The Vanguard Group filed Amendment No. 2 to a Schedule 13G/A reporting its ownership of BrightSpire Capital Inc. common stock as 0 shares, representing 0%.

The filing states that following an internal realignment on January 12, 2026, certain Vanguard subsidiaries and business divisions "report beneficial ownership separately (on a disaggregated basis)" and that The Vanguard Group, Inc. "no longer has, or is deemed to have, beneficial ownership" of securities held by those entities. The amendment is signed by Ashley Grim on 03/26/2026.

BrightSpire Capital, Inc. executive David A. Palame received equity compensation in the form of Class A Common Stock. He was granted 87,934 shares that vest in three equal annual installments on March 15, 2027, March 15, 2028 and March 15, 2029, and 77,593 shares issued upon settlement of 2023 performance restricted stock units for the performance period ended March 6, 2026.

To cover withholding taxes on these and prior awards, 81,376 shares were withheld by the company at a value of 5.5400 per share, characterized as a tax-withholding disposition rather than an open-market sale. After these transactions, Palame directly holds 479,487 shares of Class A Common Stock.

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.

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.