Blackstone Mortgage Trust CEO sells shares to cover taxes via 10b5-1

Rhea-AI Filing Summary

Katherine A. Keenan, CEO & President and Director of Blackstone Mortgage Trust (BXMT), reported a planned sale of 4,593 shares of Class A common stock on 09/17/2025. The shares were sold under pre-established Rule 10b5-1 trading plans adopted on August 8, 2024 and March 18, 2025 to satisfy tax-withholding obligations tied to vested restricted stock awards. The weighted-average sale price was $19.4925, with execution prices ranging from $19.4851 to $19.50. After the transaction, Ms. Keenan beneficially owned 230,006 shares, held directly. The Form 4 was signed by an attorney-in-fact on 09/18/2025.

Insights

Corporate Governance Specialist

TL;DR: Insider sale was executed under 10b5-1 plans to cover tax on vested equity; routine and not clearly material.

The reported disposition of 4,593 Class A shares (about 2.0% of reported post-transaction holdings) was effected under pre-established Rule 10b5-1 plans, which typically reduces concerns about opportunistic timing. The stated purpose—satisfying tax withholding for vested restricted stock—aligns with common executive equity administration. The weighted-average price reported and the narrow price range indicate the sales were executed over multiple trades in a tight band. For investors, this disclosure signals routine equity-plan activity rather than a strategic change in ownership or control.

Securities Analyst

TL;DR: Small, planned insider sale; unlikely to change valuation or signal negative company-specific news.

The transaction size (4,593 shares) relative to total beneficial ownership reported (230,006 shares) is modest. Use of two separate 10b5-1 plans (adopted Aug 8, 2024 and Mar 18, 2025) and the explicit tax-withholding purpose provide transparency on motivation. No derivative transactions or additional disposals were reported. This filing does not disclose events that would materially affect cash flow, credit metrics, or governance structure.

SEC Form 4

FORM 4

UNITED 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Keenan Katharine A

(Last) (First) (Middle)

C/O BLACKSTONE MORTGAGE TRUST

345 PARK AVENUE

(Street)

NEW YORK NY 10154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLACKSTONE MORTGAGE TRUST, INC. [ BXMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/17/2025		S		4,593(1)	D	$19.4925(2)	230,006	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plans adopted on August 8, 2024 and March 18, 2025 to satisfy certain tax withholding related obligations in connection with the vesting of previously granted restricted stock awards.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.4851 to $19.50, inclusive. The Reporting Person undertakes to provide, upon request by the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4.

Remarks:

	/s/ Anthony F. Marone, Jr., Attorney-In-Fact	09/18/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did BXMT insider Katherine Keenan sell on 09/17/2025?

She sold 4,593 shares of Class A common stock under Rule 10b5-1 plans to satisfy tax-withholding obligations.

At what price were the BXMT shares sold by the insider?

The weighted-average price was $19.4925, with execution prices ranging from $19.4851 to $19.50.

How many BXMT shares did Katherine Keenan own after the transaction?

She beneficially owned 230,006 shares following the reported sale.

Why were the BXMT shares sold under 10b5-1 plans?

The sales were effected pursuant to Rule 10b5-1 trading plans adopted to satisfy tax-withholding related obligations from vested restricted stock awards.

Does this Form 4 show any derivative transactions for BXMT by the reporting person?

No. Table II (derivative securities) contains no reported transactions or holdings.