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  4. [Form 4] BLACKSTONE MORTGAGE TRUST, INC. Insider Trading Activity

BXMT (NYSE: BXMT) president sells 2,398 shares to cover tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

BLACKSTONE MORTGAGE TRUST, INC. President and director Fernando Austin Pena reported an open-market sale of 2,398 shares of Class A common stock at $17.48 per share. After this transaction, he directly owned 74,569 shares.

The sale was executed under a pre-arranged Rule 10b5-1 trading plan adopted on March 26, 2026 and was carried out to satisfy tax withholding obligations related to the vesting of previously granted restricted stock awards, making this a routine, compensation-linked transaction rather than a discretionary sale.

Positive

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Negative

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Insider Pena Fernando Austin
Role President
Sold 2,398 shs ($42K)
Type Security Shares Price Value
Sale Class A Common Stock 2,398 $17.48 $42K
Holdings After Transaction: Class A Common Stock — 74,569 shares (Direct)
Footnotes (1)
  1. [object Object]
Shares sold 2,398 shares Open-market sale on June 25, 2026
Sale price per share $17.48 per share Class A common stock sale
Shares owned after transaction 74,569 shares Direct holdings following sale
Rule 10b5-1 plan adoption date March 26, 2026 Plan governing the reported sale
Rule 10b5-1 trading plan regulatory
"The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on March 26, 2026"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
restricted stock awards financial
"related obligations in connection with the vesting of previously granted restricted stock awards"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
tax withholding financial
"to satisfy certain tax withholding related obligations in connection with the vesting"
Tax withholding is the practice of taking a portion of a payment—such as wages, dividends, or sale proceeds—before it reaches the recipient and sending that portion to the tax authority as an advance on the recipient’s eventual tax bill. For investors it matters because withholding reduces immediate cash received and affects after‑tax returns, estimated tax payments, and whether you may owe more or receive a refund when taxes are finally calculated, like having a small automatic savings set aside for your tax bill.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider transaction did BXMT President Fernando Austin Pena report?
Fernando Austin Pena reported selling 2,398 shares of BXMT Class A common stock. The shares were sold in an open-market transaction at a price of $17.48 per share, as part of routine handling of equity compensation-related obligations.

Was the BXMT insider sale by Fernando Austin Pena a discretionary trade?
The sale was not fully discretionary; it occurred under a pre-arranged Rule 10b5-1 trading plan. This plan was adopted on March 26, 2026, providing that the transaction followed a preset schedule rather than ad hoc market timing decisions.

Why did BXMT’s Fernando Austin Pena sell 2,398 shares?
The sale was conducted to satisfy tax withholding obligations tied to vesting restricted stock awards. When restricted stock vests, taxes are due, and insiders often sell a portion of shares to cover these liabilities efficiently and predictably.

How many BXMT shares does Fernando Austin Pena hold after the reported sale?
After the transaction, Fernando Austin Pena directly owned 74,569 shares of BXMT Class A common stock. This remaining stake shows he continues to hold a substantial equity position following the relatively small sale executed for tax-related reasons.

What is a Rule 10b5-1 trading plan in the context of BXMT’s Form 4 filing?
A Rule 10b5-1 trading plan is a pre-arranged schedule for stock transactions set when the insider is not aware of material nonpublic information. In this case, it governed Pena’s sale used to meet tax withholding needs on vested restricted stock.
SEC Form 4
FORM 4UNITED 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).
X
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*
Pena Fernando Austin
(Last)(First)(Middle)
C/O BLACKSTONE MORTGAGE TRUST
345 PARK AVENUE
(Street)
NEW YORK NEW YORK 10154
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
BLACKSTONE MORTGAGE TRUST, INC. [ BXMT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/25/2026S2,398(1)D$17.4874,569D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on March 26, 2026 to satisfy certain tax withholding related obligations in connection with the vesting of previously granted restricted stock awards.
Remarks:
/s/ Marcin Urbaszek, Attorney-In-Fact06/29/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR