[SCHEDULE 13G] BrightSpire Capital, Inc. Passive Investment Disclosure (>5%)
BrightSpire: CWRE group reports 6.53M shares (5%)
BrightSpire Capital, Inc. Schedule 13G: CWRE SSF Securities Holding, LP, CWRE Special Situations Fund GP, LLC, CW Investment Advisers, LLC and Hon Kit Shing report 6,531,229 shares of Class A common stock as beneficially owned.
BrightSpire Capital, Inc. Schedule 13G: CWRE SSF Securities Holding, LP, CWRE Special Situations Fund GP, LLC, CW Investment Advisers, LLC and Hon Kit Shing report 6,531,229 shares of Class A common stock as beneficially owned.
The filing states this equals 5% of the Class A shares based on 130,278,065 shares outstanding as of March 23, 2026, with the percent cited from BrightSpire Capital's definitive proxy statement filed April 1, 2026. Signatures are dated April 7, 2026.
Positive
None.
Negative
None.
Insights
Holds and reports a 5% shared stake via related entities and an individual signatory.
The filing shows shared voting and dispositive power over 6,531,229 shares, reported by CWRE SSF Securities Holding and associated entities, with Mr. Hon Kit Shing identified as director/manager. The percent is tied to a stated outstanding share base of March 23, 2026.
Because the filing is a Schedule 13G, it is a passive reporting vehicle; subsequent Schedule 13D/13G amendments would disclose any change in intent or control. Future proxy disclosures or amendments will provide updates.
This is an ownership disclosure, not an active transaction or solicitation.
The filing incorporates cover-page rows showing shared power for 6,531,229 shares and cites the company proxy for the outstanding share count. It clarifies relationships among the LP, its GP, investment adviser, and Mr. Shing.
Stakeholders seeking changes in ownership concentration should watch for any amendment to this Schedule 13G or a conversion to a Schedule 13D that would signal a change in intent.
Key Figures
Shares beneficially owned:6,531,229 sharesPercent of class:5%Shares outstanding (context):130,278,065 shares+1 more
4 metrics
Shares beneficially owned6,531,229 sharesAmount reported as beneficially owned by the reporting persons
Percent of class5%Percent of Class A common stock based on outstanding shares as of March 23, 2026
Shares outstanding (context)130,278,065 sharesClass A shares issued and outstanding as of March 23, 2026 per the proxy statement
Signature dateApril 7, 2026Date the Schedule 13G was signed by Hon Kit Shing
"Amount beneficially owned: The information required by Items 4(a)"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 6,531,229.00"
Schedule 13Gregulatory
"Item 1. Name of issuer: BrightSpire Capital, Inc. Item 2. Name of person filing:"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does CWRE SSF Securities Holding report in BRSP?
They report beneficial ownership of 6,531,229 shares of BRSP Class A common stock. This equals 5% of the Class A shares based on 130,278,065 shares outstanding as of March 23, 2026, per BrightSpire's definitive proxy.
Who else is named with shared ownership in the filing for BRSP?
The filing names CWRE Special Situations Fund GP, LLC, CW Investment Advisers, LLC, and Hon Kit Shing. It explains their relationships: the GP is general partner, the adviser has discretionary authority, and Mr. Shing is director/manager.
What date is the outstanding share count based on in the BRSP filing?
The percent calculation is based on 130,278,065 shares outstanding as of March 23, 2026. That figure is cited from BrightSpire Capital's definitive proxy statement filed on April 1, 2026.
Does the Schedule 13G indicate active control or a change in intentions?
No; this Schedule 13G is a passive ownership disclosure and does not state an intent to control. Any change in purpose or control interest would typically be reported via an amendment or a Schedule 13D filing.
When was the joint filing agreement signed for the BRSP disclosure?
The exhibit lists a Joint Filing Agreement dated April 7, 2026, executed by CWRE SSF Securities Holding, Fund GP, the investment adviser, and Hon Kit Shing, as required under Rule 13d-1(k)(1).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BrightSpire Capital, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
10949T109
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
10949T109
1
Names of Reporting Persons
CWRE SSF Securities Holding, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,531,229.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,531,229.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,531,229.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percent of class is based on 130,278,065 shares of Class A common stock issued and outstanding as of March 23, 2026, as reported by BrightSpire Capital, Inc. in its definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2026.
SCHEDULE 13G
CUSIP Number(s):
10949T109
1
Names of Reporting Persons
CWRE Special Situations Fund GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,531,229.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,531,229.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,531,229.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percent of class is based on 130,278,065 shares of Class A common stock issued and outstanding as of March 23, 2026, as reported by BrightSpire Capital, Inc. in its definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2026.
SCHEDULE 13G
CUSIP Number(s):
10949T109
1
Names of Reporting Persons
CW Investment Advisers, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,531,229.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,531,229.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,531,229.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Percent of class is based on 130,278,065 shares of Class A common stock issued and outstanding as of March 23, 2026, as reported by BrightSpire Capital, Inc. in its definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2026.
SCHEDULE 13G
CUSIP Number(s):
10949T109
1
Names of Reporting Persons
Hon Kit Shing
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW ZEALAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,531,229.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,531,229.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,531,229.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Percent of class is based on 130,278,065 shares of Class A common stock issued and outstanding as of March 23, 2026, as reported by BrightSpire Capital, Inc. in its definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BrightSpire Capital, Inc.
(b)
Address of issuer's principal executive offices:
590 MADISON AVENUE, 33RD FLOOR, NEW YORK, New York, 10022
Item 2.
(a)
Name of person filing:
CWRE SSF Securities Holding, LP
CWRE Special Situations Fund GP, LLC
CW Investment Advisers, LLC
Hon Kit Shing
(b)
Address or principal business office or, if none, residence:
333 South Hope Street, Suite 2500, Los Angeles CA 90071
(c)
Citizenship:
CWRE SSF Securities Holding, LP is a Delaware limited partnership;
CWRE Special Situations Fund GP, LLC is a Delaware limited liability company;
CW Investment Advisers, LLC is a Delaware limited liability company; and
Hon Kit Shing is a New Zealand citizen.
(d)
Title of class of securities:
Class A Common Stock, par value $0.01 per share
(e)
CUSIP Number(s):
10949T109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
CWRE Special Situations Fund GP, LLC ("Fund GP") is the general partner of CWRE SSF Securities Holding, LP ("Securities Holding"). In such capacity, Fund GP may be deemed to be the beneficial owner of the Common Stock owned directly by Securities Holding.
CW Investment Advisers, LLC ("Investment Advisers") acts as investment manager to Securities Holding pursuant to an investment management agreement. Under such agreement, Investment Advisers has discretionary investment authority and voting power with respect to the shares of Common Stock directly held by Securities Holding. As such, Investment Advisers could be deemed to beneficially own the shares of Common Stock owned directly by Securities Holding.
Mr. Shing is the sole director of Fund GP and the manager of Investment Advisers and, as such, could be deemed to beneficially own the shares of Common Stock owned directly by Securities Holding.
The filing of this Schedule 13G shall not be construed as an admission that any of Fund GP, Investment Advisers or Mr. Shing is, for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13G.
(b)
Percent of class:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
CWRE SSF Securities Holding, LP
Signature:
/s/ Hon Kit Shing
Name/Title:
Hon Kit Shing, Authorized Signatory
Date:
04/07/2026
CWRE Special Situations Fund GP, LLC
Signature:
/s/ Hon Kit Shing
Name/Title:
Hon Kit Shing, Director
Date:
04/07/2026
CW Investment Advisers, LLC
Signature:
/s/ Hon Kit Shing
Name/Title:
Hon Kit Shing, Manager
Date:
04/07/2026
Hon Kit Shing
Signature:
/s/ Hon Kit Shing
Name/Title:
Hon Kit Shing
Date:
04/07/2026
Exhibit Information
Exhibit 1: Joint Filing Agreement, dated as of April 7, 2026, by and among CWRE SSF Securities Holding, LP, CWRE Special Situations Fund GP, LLC, CW Investment Advisers, LLC, and Hon Kit Shing, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
