Blackstone Mortgage Trust (BXMT) sells $450M 6.250% senior secured notes due 2031

Rhea-AI Filing Summary

Blackstone Mortgage Trust, Inc. completed a private offering of $450,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2031. The notes were sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S.

The notes pay interest at 6.250% per year, with semi-annual payments on June 1 and December 1, starting December 1, 2026, and mature on June 1, 2031 unless earlier redeemed. The company plans to use the net proceeds for general corporate purposes, including repaying existing secured debt.

The notes are senior secured obligations, fully and unconditionally guaranteed on a secured basis by certain wholly owned subsidiaries and secured by a first-priority lien on substantially all assets that secure the term loan and other first lien obligations. The indenture provides optional redemption, equity-funded redemption at 106.250% before December 1, 2027, a 101% change-of-control repurchase right, covenants, and customary events of default.

Insights

Credit and capital structure analyst

BXMT adds $450M of long-dated, secured debt at 6.250%.

Blackstone Mortgage Trust has issued $450,000,000 of 6.250% senior secured notes maturing in 2031. This increases fixed-rate, long-term funding, with net proceeds intended for general corporate purposes, including paying down existing secured indebtedness.

The notes are senior secured obligations, guaranteed by certain domestic subsidiaries and secured by first-priority liens shared with the term loan and other first lien obligations. A change of control triggering event requires a repurchase at 101%, and holders benefit from standard covenants and events of default.

Optional redemption terms include a make-whole call prior to March 1, 2031 and a partial equity-funded call at 106.250% before December 1, 2027. Future filings may detail how much term debt is repaid and the evolving mix of secured versus unsecured funding.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Notes issued: $450,000,000 aggregate principal amount Coupon rate: 6.250% per year Maturity date: June 1, 2031 +3 more

6 metrics

Notes issued $450,000,000 aggregate principal amount 6.250% Senior Secured Notes due 2031

Coupon rate 6.250% per year Interest on senior secured notes

Maturity date June 1, 2031 Final maturity of notes unless earlier redeemed

First interest payment December 1, 2026 Semi-annual interest payments begin

Equity-funded redemption price 106.250% of principal Optional redemption before December 1, 2027 using equity proceeds

Change of control put price 101% of principal Repurchase price upon Change of Control Triggering Event

Key Terms

Indenture, make-whole premium, Change of Control Triggering Event, First Lien Obligations, +2 more

6 terms

Indenture financial

"under an indenture, dated as of May 19, 2026 (the “Indenture”)"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

make-whole premium financial

"plus the applicable “make-whole” premium as of, and accrued and unpaid interest"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

Change of Control Triggering Event financial

"If a Change of Control Triggering Event (as defined in the Indenture) occurs"

A change of control triggering event is a corporate transaction or shift—such as a merger, sale of a majority of shares, or a new party gaining board control—that automatically activates specific contractual rights or penalties. Investors care because these triggers can accelerate debt repayment, alter executive compensation, terminate agreements, or prompt buyouts, and those outcomes can materially affect a company’s value, cash flow and stock price like a sudden change in who runs or owns a household.

First Lien Obligations financial

"any other First Lien Obligations (as defined in the Indenture)"

Collateral Fall-Away Event financial

"after a Collateral Fall-Away Event (as defined in the Indenture)"

Intercreditor Agreement financial

"First Lien Intercreditor Agreement, dated as of October 5, 2021"

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 19, 2026

Blackstone Mortgage Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland		1-14788		94-6181186
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

345 Park Avenue

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

Not Applicable

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.01 per share		BXMT		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Indenture and 6.250% Senior Secured Notes due 2031

On May 19, 2026, Blackstone Mortgage Trust, Inc. (the “Company”) completed its previously announced offering of $450,000,000 aggregate principal amount of its 6.250% Senior Secured Notes due 2031 (the “Notes”) under an indenture, dated as of May 19, 2026 (the “Indenture”), among the Company, certain wholly owned guarantor subsidiaries of the Company party thereto (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (the “Trustee”). The Notes were issued in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes and related guarantees are subject to restrictions on transfer and may only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities Act and other applicable securities laws.

The Company intends to use the net proceeds of the offering for general corporate purposes, including paying down existing secured indebtedness.

The Notes bear interest at a rate of 6.250% per year, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026. The Notes will mature on June 1, 2031, unless earlier redeemed.

The following is a brief description of the terms of the Notes and the Indenture.

Optional Redemption

The Company may redeem the Notes at any time, in whole or in part, prior to their maturity. The redemption price for the Notes that are redeemed before March 1, 2031 will be equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of, and accrued and unpaid interest, if any, to but not including, the applicable date of redemption. The redemption price for the Notes that are redeemed on or after March 1, 2031 is equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the Notes redeemed, if any, to but not including the applicable date of redemption.

In addition, at any time before December 1, 2027, the Company may at its option redeem the Notes in an aggregate principal amount not to exceed (i) 40% of the aggregate principal amount of the Notes issued under the Indenture and (ii) the aggregate amount of the proceeds of certain equity offerings at a redemption price of 106.250%, plus accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption.

Change of Control

If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Company will be required (unless the Company has exercised its right to redeem all of the Notes by sending a notice of redemption) to offer to repurchase all of the outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the applicable Change of Control Payment Date (as defined in the Indenture).

Guarantees

The Notes will be fully and unconditionally guaranteed on an unsubordinated secured basis by each wholly owned subsidiary of the Company that is a domestic subsidiary or that guarantees or becomes a borrower under any other First Lien Obligations (as defined in the Indenture) and after a Collateral Fall-Away Event (as defined in the Indenture), certain capital markets indebtedness and other indebtedness of the Company and its subsidiaries, subject to certain customary exceptions.

Ranking

The Notes and the guarantees are senior secured obligations of the Company and the Guarantors and rank:

• pari passu in right of payment with all of the Company’s and Guarantors’ existing and future unsubordinated indebtedness, including First Lien Obligations, indebtedness under the Term Loan Credit Agreement and the Company’s 3.750% Senior Secured Notes due 2027 and 7.750% Senior Secured Notes due 2029;

• senior in right of payment to any of the Company’s and Guarantors’ future subordinated indebtedness and subordinated guarantees;

• prior to a Collateral Fall-Away Event, effectively senior to all of the Company’s and Guarantors’ existing and future indebtedness that is unsecured or that is secured by a junior lien, in each case to the extent of the value of the Collateral (as defined in the Indenture); and

• effectively subordinated in right of payment to all of the Company’s and Guarantors’ existing and future indebtedness, guarantees and other liabilities (including trade payables) that are secured by Liens (as defined in the Indenture) on assets that do not constitute a part of the Collateral to the extent of the value of such assets securing such indebtedness.

In addition, the Notes rank structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company’s existing and future subsidiaries that do not guarantee the Notes.

Security

Pursuant to a pledge and security agreement, dated as of May 19, 2026 (the “Pledge and Security Agreement”), among the Company, the Guarantors and the Trustee, in its capacity as notes collateral agent, the Notes are secured on a first-priority basis by substantially all of the assets of the Company and the Guarantors to the extent such assets are subject to a lien securing the obligations under the Term Loan Credit Agreement or any other First Lien Obligations, subject to liens not prohibited under the Indenture or the agreement governing the Term Loan Credit Agreement. Upon the occurrence of a Collateral Fall-Away Event, the Notes and the guarantees will become unsecured. The assets securing the Notes and the Company’s obligations under the Term Loan Credit Agreement are also subject to a first lien intercreditor agreement, dated as of October 5, 2021 (the “Intercreditor Agreement”), among the Company, JPMorgan Chase Bank, N.A., as agent under the Term Loan Credit Agreement, and the Trustee, in its capacity as trustee and notes collateral agent and the joinder to the Intercreditor Agreement, dated as of May 19, 2026 (the “Intercreditor Agreement Joinder”), among the Company, the grantors and the other parties thereto.

Covenants

The Indenture contains covenants that, subject to a number of exceptions and adjustments, among other things:

• limit the ability of the Company and its subsidiaries to incur additional indebtedness and secured indebtedness;

• require that the Company maintains (i) prior to a Collateral Fall-Away Event, a Total Debt to Total Assets Ratio (as defined in the Indenture) of not greater than 83.333% and (ii) from and after a Collateral Fall-Away Event, a Total Unencumbered Assets to Total Unsecured Indebtedness Ratio (as defined in the Indenture) of not less than 1.20 to 1.00; and

• impose certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its respective assets to another person.

Events of Default

The Indenture also provides for Events of Default (as defined in the Indenture) which, if any of them occurs, would permit or require the principal of and accrued and unpaid interest on all the outstanding Notes to become or to be declared due and payable.

The foregoing summary description of certain terms of the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is attached hereto as Exhibit 4.1 (which includes the form of 6.250% Senior Secured Notes due 2031 filed as Exhibit 4.2), each of which is incorporated herein by reference. In addition, copies of the Pledge and Security Agreement, the Intercreditor Agreement and Intercreditor Agreement Joinder are attached hereto as Exhibits 4.3, 4.4 and 4.5, respectively, each of which is also incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

4.1		Indenture, dated May 19, 2026, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.
4.2		Form of 6.250% Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.1).
4.3		Pledge and Security Agreement, dated as of May 19, 2026, by and among Blackstone Mortgage Trust, Inc., the other grantors from time to time party thereto and The Bank of New York Mellon Trust Company, N.A., as collateral agent.
4.4		First Lien Intercreditor Agreement, dated as of October 5, 2021, by and among Blackstone Mortgage Trust, Inc., JPMorgan Chase Bank, N.A., as agent under the Term Loan Credit Agreement, and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed on October 5, 2021).
4.5		Joinder No. 2 to First Lien Intercreditor Agreement, dated as of May 19, 2026, by and among Blackstone Mortgage Trust, Inc., the grantors party thereto and the other parties thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				BLACKSTONE MORTGAGE TRUST, INC.
Date: May 19, 2026
				By:		/s/ Marcin Urbaszek
				Name:		Marcin Urbaszek
				Title:		Chief Financial Officer

FAQ

What did Blackstone Mortgage Trust (BXMT) announce in this 8-K?

Blackstone Mortgage Trust completed a private offering of $450,000,000 6.250% Senior Secured Notes due 2031. The notes were issued under an indenture and are guaranteed and secured by certain subsidiary assets.

What are the key terms of BXMT’s 6.250% Senior Secured Notes due 2031?

The notes bear 6.250% annual interest, paid semi-annually on June 1 and December 1, starting December 1, 2026. They mature on June 1, 2031, are senior secured obligations, and are fully and unconditionally guaranteed by certain wholly owned subsidiaries.

How will Blackstone Mortgage Trust use the $450 million note proceeds?

Blackstone Mortgage Trust intends to use the net proceeds for general corporate purposes, including paying down existing secured indebtedness. This refinancing focus may reshape the company’s debt mix and secured funding profile over time.

Who could buy the new BXMT notes and how were they offered?

The notes were issued in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They are subject to transfer restrictions and not registered under the Securities Act.

What redemption and change-of-control protections apply to BXMT’s new notes?

BXMT may redeem the notes at any time, with a make-whole premium before March 1, 2031. Holders can require repurchase at 101% of principal plus interest if a Change of Control Triggering Event occurs, subject to indenture terms.

How are BXMT’s 6.250% Senior Secured Notes secured and ranked?

The notes and guarantees are senior secured obligations secured by first-priority liens on substantially all assets that secure the term loan and other first lien obligations. They rank structurally subordinated to liabilities of non-guarantor subsidiaries.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-4.1 EX-4.1 786.6 KB
• EX-4.3 EX-4.3 181.8 KB
• EX-4.5 EX-4.5 21.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB