Mazzei Michael 4

4 · BrightSpire Capital, Inc. · Filed Mar 18, 2026

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Updated Mar 18, 2026

BrightSpire (BRSP) CEO Michael Mazzei Receives 816,713-Share Award

What Happened

Michael Mazzei, CEO and director of BrightSpire Capital, received three equity awards on 2026-03-16 totaling 816,713 shares of Class A common stock (grants reported at $0.00). On the same date, 260,381 shares were withheld/disposed to satisfy tax withholding at $5.54 per share (cash value reported as $1,442,511). The awards include stock issued in settlement of 2023 performance RSUs and stock-in-lieu of cash for the 2025 annual incentive plan.

Key Details

Transaction date: 2026-03-16; Form 4 filed 2026-03-18 (appears timely).
Grants: 307,040 + 270,759 + 238,914 = 816,713 shares (reported as acquisitions, code A) at $0.00.
Tax withholding: 260,381 shares withheld/disposed (code F) at $5.54/share = $1,442,511.
Vesting schedule: Most grants vest in three equal annual installments on March 15, 2027, 2028 and 2029 per footnotes; some shares represent settlement of 2023 PRSUs earned for the period ending March 6, 2026.
Shares owned after the transaction: Not specified in the provided filing excerpt.
Footnotes indicate the withheld shares satisfied tax withholding related to vesting (routine), not an open-market sale.

Context

These transactions are award grants and tax withholding on vesting—common compensation mechanics for executives. The withheld 260,381 shares were used to cover tax obligations (cashless/withholding-like treatment), which is routine and does not necessarily signal a deliberate market sale. Grants vest over future years, so the awards are subject to service/performance-based vesting.

Form 4

Period: 2026-03-16

DirectorCEO

Transactions

Award
Class A Common Stock
[F1]
2026-03-16+307,040→ 1,271,615 total
Award
Class A Common Stock
[F2]
2026-03-16+270,759→ 1,542,374 total
Award
Class A Common Stock
[F3]
2026-03-16+238,914→ 1,781,288 total
Tax Payment
Class A Common Stock
[F4]
2026-03-16$5.54/sh−260,381$1,442,511→ 1,520,907 total

Footnotes (4)

[F1]Represents shares of Class A Common Stock granted to the reporting person by the Issuer as stock-in-lieu of cash compensation earned in accordance with the Issuer's 2025 annual incentive plan, which vest annually in three equal installments on March 15, 2027, March 15, 2028 and March 15, 2029.
[F2]Represents shares of Class A Common Stock granted to the reporting person by the Issuer, which vest annually in three equal installments on March 15, 2027, March 15, 2028 and March 15, 2029.
[F3]Represents shares of Class A Common Stock issued to the reporting person by the Issuer in connection with the settlement of 2023 performance restricted stock units (the "2023 PRSUs") earned for the performance period ended March 6, 2026.
[F4]Represents the number of shares withheld by the Issuer in satisfaction of withholding taxes in connection with the vesting of certain shares of Class A common stock acquired through prior grants and the 2023 PRSUs.

Signature

/s/ David A. Palame, as Attorney-in-Fact|2026-03-18

1 file