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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-38377

BRIGHTSPIRE CAPITAL, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

38-4046290

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

590 Madison Avenue, 33rd Floor

New York, NY 10022

(Address of Principal Executive Offices, Including Zip Code)

(212) 547-2631

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

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

BRSP

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

As of April 28, 2026, BrightSpire Capital, Inc. had 130,278,065 shares of Class A common stock, par value $0.01 per share, outstanding.

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BRIGHTSPIRE CAPITAL, INC.

FORM 10-Q

TABLE OF CONTENTS


Index		Page

Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	3
	Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2026 and 2025	5
	Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March 31, 2026 and 2025	6
	Consolidated Statements of Equity (unaudited) for the three months ended March 31, 2026 and 2025	7
	Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2026 and 2025	8
	Notes to Consolidated Financial Statements (unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	71
Item 4.	Controls and Procedures	73
Part II.	Other Information	74
Item 1.	Legal Proceedings	74
Item 1A.	Risk Factors	74
Item 2.	Unregistered Sales of Equity and Use of Proceeds	74
Item 3.	Defaults Upon Senior Securities	74
Item 4.	Mine Safety Disclosures	74
Item 5.	Other Information	74
Item 6.	Exhibits	75
Signatures

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond our control, and may cause actual results to differ significantly from those expressed in any forward-looking statement.

Among others, the following uncertainties and other factors could cause actual results to differ from those set forth in the forward-looking statements:

•operating costs and business disruption may be greater than expected;

•we depend on borrowers and tenants for a substantial portion of our revenue and, accordingly, our revenue and our ability to make distributions to stockholders will be dependent upon the success and economic viability of such borrowers and tenants;

•higher interest rates may adversely impact the value of our variable-rate investments, resulting in higher interest expense, materially impacting our borrowers’ ability to refinance existing loans, and creating disruptions to our borrowers’ and tenants’ ability to finance their activities, on whom we depend for a substantial portion of our revenue;

•lower interest rates may materially impact earnings as a result of generating less income on our loans and our ability to redeploy funds in a timely manner or to supplement earnings loss;

•our ability to manage and stabilize properties;

•deterioration in the performance of the properties securing our investments (including the impact of higher interest expense, depletion of interest and other reserves or payment-in-kind concessions in lieu of current interest payment obligations, population shifts and migration, or reduced demand for office, multifamily, hospitality or retail space) may cause deterioration in the performance of our investments and, potentially, principal losses to us;

•the fair value of our investments may be subject to uncertainties including impacts associated with inflationary trends, decisions, actions and inactions of the Federal government that cause instability, the volatility of interest rates and credit spreads increased market volatility affecting commercial real estate businesses and public securities;

•our use of leverage and interest rate mismatches between our assets and borrowings could hinder our ability to make distributions and may significantly impact our liquidity position;

•the ability to realize expected returns on equity and/or yields on investments;

•adverse impacts on our corporate revolver, including covenant compliance and borrowing base capacity;

•adverse impacts on our liquidity, including available capacity under and margin calls on master repurchase facilities, debt service or lease payment defaults or deferrals, demands for protective advances and capital expenditures;

•our real estate investments are relatively illiquid and we may not be able to vary our portfolio in response to changes in economic and other conditions, which may result in losses to us;

•our inability to refinance existing mortgage debt on our real estate portfolio;

•the timing of and ability to deploy available capital;

•our lack of an established minimum distribution payment level, and whether we can continue to pay distributions in the future;

•the timing of and ability to complete repurchases of our common stock;

•the risks associated with obtaining mortgage financing on our real estate, which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to stockholders; and

•the impact of legislative, regulatory, tax and competitive changes, regime changes and the actions of governmental authorities, and in particular those affecting the commercial real estate finance and mortgage industry or our business.

The foregoing list of factors is not exhaustive. We urge you to carefully review the disclosures we make concerning risks in the sections entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, “Risk Factors” in this Form 10-Q for the quarter ended March 31, 2026 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” herein.

We caution investors not to unduly rely on any forward-looking statements. The forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. The Company is under no duty to update any of these forward-looking statements after the date of this Quarterly Report on Form 10-Q, nor to conform prior statements to actual results or revised expectations, and the Company does not intend to do so.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

BRIGHTSPIRE CAPITAL, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands, Except Share and Per Share Data)


	March 31, 2026 (Unaudited)		December 31, 2025
Assets
Cash and cash equivalents	$	96,561	$	66,789
Restricted cash	92,715		107,046
Loans and preferred equity held for investment	2,730,072		2,678,315
Current expected credit loss reserve	(85,316)		(87,401)
Loans and preferred equity held for investment, net	2,644,756		2,590,914

Real estate, net	690,961		679,779
Receivables, net	50,506		45,591
Deferred leasing costs and intangible assets, net	28,144		27,646

Other assets	44,205		47,065

Total assets	$	3,647,848	$	3,564,830
Liabilities
Securitization bonds payable, net	$	1,406,860	$	977,082
Mortgage and other notes payable, net	412,814		414,060
Credit facilities	772,327		1,078,098

Accrued and other liabilities	60,621		64,098


Escrow deposits payable	66,878		82,511
Dividends payable	22,179		20,576

Total liabilities	2,741,679		2,636,425
Commitments and contingencies (Note 13)
Equity
Stockholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Common stock, $0.01 par value per share
Class A, 950,000,000 shares authorized, 130,278,065 and 128,627,246 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	1,303		1,286
Additional paid-in capital	2,861,488		2,863,377
Accumulated deficit	(1,944,873)		(1,926,231)

Total stockholders’ equity	917,918		938,432
Noncontrolling interests in investment entities	(11,749)		(10,027)
Total equity	906,169		928,405
Total liabilities and equity	$	3,647,848	$	3,564,830

The accompanying notes are an integral part of these consolidated financial statements.

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BRIGHTSPIRE CAPITAL, INC.

CONSOLIDATED BALANCE SHEETS

(in Thousands)

The following table presents assets and liabilities of securitization vehicles and certain real estate properties that have noncontrolling interests as variable interest entities for which the Company is determined to be the primary beneficiary.


	March 31, 2026 (Unaudited)		December 31, 2025
Assets
Cash and cash equivalents	$	1,187	$	1,461
Restricted cash	10,845		9,149
Loans and preferred equity held for investment, net	1,612,628		1,151,496
Real estate, net	147,148		149,343
Receivables, net	18,792		16,053
Deferred leasing costs and intangible assets, net	3,432		3,544

Other assets	22,876		23,970

Total assets	$	1,816,908	$	1,355,016
Liabilities
Securitization bonds payable, net	$	1,406,830	$	977,082
Mortgage and other notes payable, net	95,874		96,348
Credit facilities	45,145		45,145
Accrued and other liabilities	9,173		8,074


Escrow deposits payable	3,401		3,354

Total liabilities	$	1,560,423	$	1,130,003

The accompanying notes are an integral part of these consolidated financial statements.

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BRIGHTSPIRE CAPITAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands, Except Per Share Data)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net interest income
Interest income	$	49,515	$	48,086
Interest expense	(33,394)		(32,211)


Net interest income	16,121		15,875

Property and other income
Property operating income	32,654		26,858
Other income	2,971		2,618
Total property and other income	35,625		29,476

Expenses

Property operating expense	20,078		9,966
Transaction, investment and servicing expense	832		629
Interest expense on real estate	5,091		6,565
Depreciation and amortization	8,627		10,552
Increase (decrease) of current expected credit loss reserve	1,746		(235)

Compensation and benefits (including $2,918 and $4,213 of equity-based compensation expense, respectively)	9,056		10,429
Operating expense	3,095		3,214

Total expenses	48,525		41,120

Other income


Other loss, net	(4)		(241)
Income before income taxes	3,217		3,990

Income tax expense	(94)		(282)
Net income	3,123		3,708

Net loss attributable to noncontrolling interests in investment entities	1,722		1,634

Net income attributable to BrightSpire Capital, Inc. common stockholders	$	4,845	$	5,342

Net income per common share - basic (Note 14)	$	0.03	$	0.04
Net income per common share - diluted (Note 14)	$	0.03	$	0.04

Weighted average shares of common stock outstanding - basic (Note 14)	125,934		127,082
Weighted average shares of common stock outstanding - diluted (Note 14)	128,921		129,860

The accompanying notes are an integral part of these consolidated financial statements.

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BRIGHTSPIRE CAPITAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in Thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net income	$	3,123	$	3,708
Other comprehensive income


Foreign currency translation gain	—		1,831
Total other comprehensive income	—		1,831
Comprehensive income	3,123		5,539
Comprehensive loss attributable to noncontrolling interests:
Investment entities	1,722		1,634

Comprehensive income attributable to common stockholders	$	4,845	$	7,173

The accompanying notes are an integral part of these consolidated financial statements.

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BRIGHTSPIRE CAPITAL, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(in Thousands)

(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income		Total Stockholders’ Equity		Noncontrolling Interests in Investment Entities		Total Equity
	Class A
	Shares	Amount
Balance as of December 31, 2024	129,685	$	1,297	$	2,865,341	$	(1,812,083)	$	(6,337)	$	1,048,218	$	(2,407)	$	1,045,811

Issuance and amortization of equity-based compensation	1,619	$	16	$	4,197	$	—	$	—	$	4,213	$	—	$	4,213
Other comprehensive income	—	—		—		—		1,831		1,831		—		1,831
Dividends and distributions declared ($0.16 per share)	—	—		—		(20,802)		—		(20,802)		—		(20,802)
Shares canceled for tax withholding on vested stock awards	(646)	(6)		(3,872)		—		—		(3,878)		—		(3,878)
Net income (loss)	—	—		—		5,342		—		5,342		(1,634)		3,708
Balance as of March 31, 2025	130,658	$	1,307	$	2,865,666	$	(1,827,543)	$	(4,506)	$	1,034,924	$	(4,041)	$	1,030,883


















Balance as of December 31, 2025	128,627	$	1,286	$	2,863,377	$	(1,926,231)	$	—	$	938,432	$	(10,027)	$	928,405

Issuance and amortization of equity-based compensation	2,511	$	26	$	2,892	$	—	$	—	$	2,918	$	—	$	2,918


Dividends and distributions declared ($0.16 per share)	—	—		—		(23,487)		—		(23,487)		—		(23,487)
Shares canceled for tax withholding on vested stock awards	(860)	(9)		(4,781)		—		—		(4,790)		—		(4,790)
Net income (loss)	—	—		—		4,845		—		4,845		(1,722)		3,123
Balance as of March 31, 2026	130,278	$	1,303	$	2,861,488	$	(1,944,873)	$	—	$	917,918	$	(11,749)	$	906,169

The accompanying notes are an integral part of these consolidated financial statements.

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BRIGHTSPIRE CAPITAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income	$	3,123	$	3,708
Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization	8,627		10,552
Straight-line rental income	(191)		(256)
Discount accretion and fee amortization, net on loans held for investment and securitization bonds payable	1,449		(353)
Amortization of deferred financing costs	2,458		2,072

Paid-in-kind interest added to loan principal	(447)		(523)






Realized loss on sale of real estate	4		245

Increase (decrease) of current expected credit loss reserve	1,746		(235)



Amortization of equity-based compensation	2,918		4,213


Non-cash adjustments	27		62
Deferred income tax (benefit) expense	94		(58)

Changes in assets and liabilities:
Receivables, net	(4,691)		918
Deferred costs and other assets	1,210		(7,249)

Other liabilities	(5,399)		(2,595)
Net cash provided by operating activities	10,928		10,501
Cash flows from investing activities:
Acquisition, origination and funding of loans and preferred equity held for investment, net	(270,378)		(112,625)
Repayment on loans held for investment	169,887		133,000

Proceeds from sale of real estate	25,812		5,184


Acquisition of and additions to real estate and related intangibles	(1,629)		(2,514)











Cash and restricted cash received related to consolidation of loans held for investment and real estate owned	2,433		511

Change in escrow deposits payable	(15,633)		(9,949)
Net cash (used in) provided by investing activities	(89,508)		13,607
Cash flows from financing activities:
Distributions paid on common stock	(21,914)		(20,748)

Shares canceled for tax withholding on vested stock awards	(4,790)		(3,878)



Repayment of mortgage notes	(1,403)		(2,303)
Borrowings from master repurchase and credit facilities	594,427		49,224
Repayment of master repurchase and credit facilities	(900,198)		(100,913)
Borrowing from securitization bonds	833,237		—
Repayment of securitization bonds	(398,215)		(104,288)

Payment of deferred financing costs	(7,123)		(500)




Net cash provided by (used in) financing activities	94,021		(183,406)
Effect of exchange rates on cash, cash equivalents and restricted cash	—		409
Net increase (decrease) in cash, cash equivalents and restricted cash	15,441		(158,889)
Cash, cash equivalents and restricted cash - beginning of period	173,835		450,696
Cash, cash equivalents and restricted cash - end of period	$	189,276	$	291,807

The accompanying notes are an integral part of these consolidated financial statements.

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BRIGHTSPIRE CAPITAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(in Thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets
Beginning of the period
Cash and cash equivalents	$	66,789	$	302,173
Restricted cash	107,046		148,523
Total cash, cash equivalents and restricted cash, beginning of period	$	173,835	$	450,696

End of the period
Cash and cash equivalents	$	96,561	$	200,911
Restricted cash	92,715		90,896
Total cash, cash equivalents and restricted cash, end of period	$	189,276	$	291,807


	Three Months Ended March 31,
	2026		2025
Supplemental disclosure of cash flow information:
Cash paid for interest	$	35,625	$	35,169
Cash paid for income taxes, net of refunds	—		(708)
Supplemental disclosure of non-cash investing and financing activities:








Accrual of distribution payable	22,179		20,802
Assets transferred to held for sale	—		34,173
Assumption of accounts payable, accrued expenses and other liabilities related to consolidation of VIE and assumption of real estate	(2,267)		(527)
Assumption of receivables and other assets related to consolidation of VIE and assumption of real estate	443		197
Assumption of real estate and consolidation of VIE (refer to Note 4)	44,791		31,784

The accompanying notes are an integral part of these consolidated financial statements.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Business and Organization

BrightSpire Capital, Inc. (the “Company”) is an internally-managed commercial real estate (“CRE”) credit real estate investment trust (“REIT”) focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments. CRE debt investments primarily consist of senior mortgage loans, which is the Company’s primary investment strategy. Additionally, the Company may selectively originate mezzanine loans and make preferred equity investments, which may include profit participations. The mezzanine loans and preferred equity investments may be in conjunction with the Company’s origination of corresponding senior mortgages on the same properties.

The Company was organized in the state of Maryland on August 23, 2017 and maintains key offices in New York, New York and Los Angeles, California. The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, beginning with the taxable year ended December 31, 2018. The Company conducts all activities and holds substantially all assets and liabilities through the Company’s operating subsidiary, BrightSpire Capital Operating Company, LLC (the “OP”).

2. Summary of Significant Accounting Policies

The significant accounting policies of the Company are described below. The accounting policies of the Company’s unconsolidated ventures are substantially similar to those of the Company.

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. These statements reflect all normal and recurring adjustments which, in the opinion of management, are necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. However, the results of operations for the interim period presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2026, or any other future period. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in, or presented as exhibits to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this interim report.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates and assumptions.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its controlled subsidiaries. All intercompany accounts and transactions have been eliminated. The portions of equity, net income and other comprehensive income of consolidated subsidiaries that are not attributable to the parent are presented separately as amounts attributable to noncontrolling interests in the consolidated financial statements.

The Company consolidates entities in which it has a controlling financial interest by first considering if an entity meets the definition of a variable interest entity (“VIE”) for which the Company is deemed to be the primary beneficiary, or if the Company has the power to control an entity through a majority of voting interest or through other arrangements.

Variable Interest Entities

Variable Interest Entities—A VIE is an entity that either (i) lacks sufficient equity to finance its activities without additional subordinated financial support from other parties; (ii) whose equity holders as a group lack the characteristics of a controlling financial interest; or (iii) is established with non-substantive voting rights. A VIE is consolidated by its primary beneficiary, which is defined as the party who has a controlling financial interest in the VIE through (a) power to direct the activities of the VIE that most significantly affect the VIE’s economic performance, and (b) obligation to absorb losses or right to receive benefits of the VIE that could be significant to the VIE.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Voting Interest Entities—Unlike VIEs, voting interest entities have sufficient equity to finance their activities and equity investors exhibit the characteristics of a controlling financial interest through their voting rights. The Company consolidates such entities when it has the power to control these entities through ownership of a majority of the entities’ voting interests or through other arrangements.

At each reporting period, the Company reassesses whether changes in facts and circumstances cause a change in the status of an entity as a VIE or voting interest entity, and/or a change in the Company’s consolidation assessment.

As of March 31, 2026 and December 31, 2025, the Company has identified certain consolidated and unconsolidated VIEs. Assets of each of the VIEs, other than the OP, may only be used to settle obligations of the respective VIE. Creditors of each of the VIEs have no recourse to the general credit of the Company.

Consolidated VIEs

Consolidated VIEs include the entities which issue securitization bonds payable, net, the entities holding the Arlington, Texas and Mesa, Arizona multifamily properties and certain operating real estate properties that have noncontrolling interests. The noncontrolling interests in the operating real estate properties represent a third party joint venture partner with an ownership of 5.0% at March 31, 2026 and December 31, 2025. The noncontrolling interest does not have substantive kick-out nor participating rights. The Arlington, Texas and Mesa, Arizona are multifamily loans in which we also hold preferred equity interests.

Unconsolidated VIEs

As of March 31, 2026, the Company held additional interests in 10 unconsolidated VIEs relating to 10 preferred equity investments. The table below shows key characteristics of these unconsolidated VIEs.

Fixed Preferred Return(2)

Maximum Exposure to Loss(3)

Carrying Value

Commitment

Preferred Equity Investments 6 pack(1)

$171.3 million

$10.8 million

$14.1 million

Preferred Equity Investments 7-10

15-20%

$111.4 million

$3.4 million

$7.4 million

____________________________________

(1) The preferred equity investments were funded in relation to six senior loans that were originated prior to the second quarter of 2025, all with the same sponsor. The preferred equity investments are cross-collateralized. If there is a shortfall upon resolution of any of the six preferred equity investments, the Company will receive proceeds from the resolution of the other six remaining preferred equity investments.

(2) The Company does not hold any upside above the Fixed Preferred Returns.

(3) The Maximum Exposure to Loss represents the unpaid principal balances of the senior loans and preferred equity investments at March 31, 2026.

The Company has determined that it is not the primary beneficiary of the VIEs noted in the table above as it does not have power over decisions that most significantly affect the VIEs and has not consolidated these VIEs. The Company accounts for these investments as debt investments due to the mandatory redemption features within the preferred equity investment agreements. The mandatory redemption date is the same as the maturity date for the corresponding senior loans. The investments are included in loans and preferred equity held for investment, net on the Company’s consolidated balance sheets.

Noncontrolling Interests

Noncontrolling Interests in Investment Entities represents interests in consolidated investment entities held by third party joint venture partners, including the operations of the Arlington, Texas and Mesa, Arizona multifamily properties collateralizing the senior loans.

Allocation of net income or loss is generally based upon relative ownership interests held by equity owners in each investment entity or based upon contractual arrangements that may provide for disproportionate allocation of economic returns among equity interests, including using a hypothetical liquidation at book value (“HLBV”) basis, where applicable and substantive. HLBV uses a balance sheet approach, which measures each party’s capital account at the end of a period, assuming that the subsidiary was liquidated or sold at book value. Each party’s share of the subsidiary’s earnings or loss is calculated by measuring the change in the party’s capital account from the beginning of the period in question to the end of period, adjusting for effects of distributions and new investments.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Fair Value Measurement

Fair value is based on an exit price, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Where appropriate, the Company makes adjustments to estimated fair values to appropriately reflect counterparty credit risk as well as the Company’s own creditworthiness.

The estimated fair value of financial assets and financial liabilities are categorized into a three-tier hierarchy, prioritized based on the level of transparency in inputs used in the valuation techniques, as follows:

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in non-active markets, or valuation techniques utilizing inputs that are derived principally from or corroborated by observable data directly or indirectly for substantially the full term of the financial instrument.

Level 3—At least one assumption or input is unobservable, and it is significant to the fair value measurement, requiring significant management judgment or estimate.

Where the inputs used to measure the fair value of a financial instrument fall into different levels of the fair value hierarchy, the financial instrument is categorized within the hierarchy based on the lowest level of input that is significant to its fair value measurement.

Fair Value Option

The fair value option provides an option to elect fair value as an alternative measurement for selected financial instruments. Gains and losses on items for which the fair value option has been elected are reported in earnings. The fair value option may be elected only upon the occurrence of certain specified events, including when the Company enters into an eligible firm commitment, at initial recognition of the financial instrument, as well as upon a business combination or consolidation of a subsidiary. The election is applied on an instrument-by-instrument basis and is irrevocable unless a new election event occurs.

Business Combinations

Definition of a Business—The Company evaluates each purchase transaction to determine whether the acquired assets meet the definition of a business. If substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business. If not, for an acquisition to be considered a business, it would have to include an input and a substantive process that together significantly contribute to the ability to create outputs (i.e., there is a continuation of revenue before and after the transaction). A substantive process is not ancillary or minor, cannot be replaced without significant costs, effort or delay or is otherwise considered unique or scarce. To qualify as a business without outputs, the acquired assets would require an organized workforce with the necessary skills, knowledge and experience that performs a substantive process.

Asset Acquisitions—For acquisitions that are not deemed to be businesses, the assets acquired are recognized based on their cost to the Company as the acquirer and no gain or loss is recognized. The cost of assets acquired in a group is allocated to individual assets within the group based on their relative fair values and does not give rise to goodwill. Transaction costs related to the acquisition of assets are included in the cost basis of the assets acquired. Such valuations require management to make significant estimates and assumptions.

Business Combinations—The Company accounts for acquisitions that qualify as business combinations by applying the acquisition method. Transaction costs related to the acquisition of a business are expensed as incurred and excluded from the fair value of consideration transferred. The identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity are recognized and measured at their estimated fair values. The excess of the fair value of consideration transferred over the fair values of identifiable assets acquired, liabilities assumed and noncontrolling interests in an acquired entity, net of fair value of any previously held interest in the acquired entity, is recorded as goodwill. Such valuations require management to make significant estimates and assumptions.

Cash and Cash Equivalents

Short-term, highly liquid investments with original maturities of three months or less at the time of acquisition are considered to be cash equivalents. The Company’s cash is held with major financial institutions. Certain cash account balances exceed Federal Deposit Insurance Corporation insurance limits of $250,000 per account and as a result, there is a concentration of

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credit risk related to amounts in excess of the insurance limits. The Company monitors the financial stability of these financial institutions and believes it is not exposed to any significant credit risk in cash and cash equivalents.

Restricted Cash

Restricted cash consists primarily of borrower escrow deposits, tenant escrow deposits and real estate capital expenditure reserves.

Loans and Preferred Equity Held for Investment

The Company originates and purchases loans and preferred equity held for investment. The accounting framework for loans and preferred equity held for investment depends on the Company’s strategy whether to hold or sell the loan and preferred equity or whether the loan was credit-impaired at the time of acquisition.

Loans and Preferred Equity Held for Investment

Loans and preferred equity that the Company has the intent and ability to hold for the foreseeable future are classified as held for investment. Originated loans and preferred equity are recorded at amortized cost, or outstanding unpaid principal balance plus exit fees less net deferred loan fees. Net deferred loan fees include unamortized origination and other fees charged to the borrower less direct incremental loan origination costs incurred by the Company. Purchased loans and preferred equity are recorded at amortized cost, or unpaid principal balance plus purchase premium or less unamortized discount. Costs to purchase loans and preferred equity are expensed as incurred. Preferred equity investments included in loans and preferred equity held for investment, net have fixed interest rates and mandatory redemption dates.

Interest Income—Interest income is recognized based upon contractual interest rate and unpaid principal balance of the loans and preferred equity. Net deferred loan fees on originated loans are deferred and amortized as adjustments to interest income over the expected life of the loans and preferred equity using the effective yield method. Premium or discount on purchased loans and preferred equity are amortized as adjustments to interest income over the expected life of the loans and preferred equity using the effective yield method. When a loan or preferred equity is prepaid, prepayment fees and any excess of proceeds over the carrying amount of the loan and preferred equity is recognized as additional interest income.

The Company has debt investments in its portfolio that contain a payment-in-kind (“PIK”) provision. Contractual PIK interest, which represents contractually deferred interest added to the loan or preferred equity balance that is due at the end of the loan term, is generally recorded on an accrual basis to the extent such amounts are expected to be collected. The Company will generally cease accruing PIK interest if there is insufficient value to support the accrual or management does not expect the borrower to be able to pay all principal and interest due.

Nonaccrual—Accrual of interest income is suspended on nonaccrual loans and preferred equity. Loans and preferred equity that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. Interest receivable is reversed against interest income when loans and preferred equity are placed on nonaccrual status. Interest collected is recognized on a cash basis by crediting income when received; or if ultimate collectability of loan or and preferred equity principal is uncertain, interest collected is recognized using a cost recovery method by applying interest collected as a reduction to loan and preferred equity carrying value. Loans and preferred equity may be restored to accrual status when all principal and interest are current and full repayment of the remaining contractual principal and interest are probable.

Loans Held for Sale

Loans that the Company intends to sell or liquidate in the foreseeable future are classified as held for sale. Loans held for sale are carried at the lower of amortized cost or fair value less disposal cost, with valuation changes recognized as impairment loss. Loans held for sale are not subject to Current Expected Credit Losses (“CECL”) reserves. Net deferred loan origination fees and loan purchase premiums or discounts are deferred and capitalized as part of the carrying value of the held for sale loan until the loan is sold, and therefore are included in the periodic valuation adjustments based on lower of cost or fair value less disposal cost. At March 31, 2026 and December 31, 2025, there were no loans held for sale.

Operating Real Estate

Real Estate Acquisitions—Real estate acquired in acquisitions that are deemed to be business combinations is recorded at the fair values of the acquired components at the time of acquisition, allocated among land, buildings, improvements, equipment and lease-related tangible and identifiable intangible assets and liabilities, including forgone leasing costs, in-place lease values and above- or below-market lease values and assumed debt, if any. Real estate acquired in acquisitions that are deemed to be

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asset acquisitions is recorded at the total value of consideration transferred, including transaction costs, and allocated to the acquired components based upon relative fair value. The estimated fair value of acquired land is derived from recent comparable sales of land and listings within the same local region based on available market data. The estimated fair value of acquired buildings and building improvements is derived from comparable sales, discounted cash flow analysis using market-based assumptions, or replacement cost, as appropriate. The fair value of site and tenant improvements is estimated based upon current market replacement costs and other relevant market rate information.

Real Estate Held for Investment

Real estate held for investment is carried at cost less accumulated depreciation.

Costs Capitalized or Expensed—Expenditures for ordinary repairs and maintenance are expensed as incurred, while expenditures for significant renovations that improve or extend the useful life of the asset are capitalized and depreciated over their estimated useful lives.

Depreciation—Real estate held for investment, other than land, is depreciated on a straight-line basis over the estimated useful lives of the assets, as follows:


Real Estate Assets						Term
Building (fee interest)						28 to 47 years
Building leasehold interests						Lesser of remaining term of the lease or remaining life of the building
Building improvements						Lesser of the useful life or remaining life of the building
Land improvements						1 to 15 years
Tenant improvements						Lesser of the useful life or remaining term of the lease
Furniture, fixtures and equipment						2 to 9 years

Impairment—The Company evaluates its real estate held for investment for impairment periodically or whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company evaluates real estate for impairment on the lowest level of identifiable cash flows, which is generally on an individual property basis. If an impairment indicator exists, the Company evaluates the undiscounted future net cash flows that are expected to be generated by the property, including any estimated proceeds from the eventual disposition of the property. If multiple outcomes are under consideration, the Company may apply a probability-weighted approach to the impairment analysis. Another key consideration in this assessment is the Company’s assumptions about the highest and best use of its real estate investments and its intent and ability to hold them for a reasonable period that would allow for the recovery of their carrying values. If such assumptions change and the Company shortens its expected hold period, this may result in the recognition of impairment losses. Based upon the analysis, if the carrying value of a property exceeds its undiscounted future net cash flows, an impairment loss is recognized for the excess of the carrying value of the property over the estimated fair value of the property. In evaluating and/or measuring impairment, the Company considers, among other things, current and estimated future cash flows associated with each property, market information for each sub-market, including, where applicable, capitalization rates, discount rates, leasing trends, occupancy trends, lease or room rates, and the market prices of similar properties recently sold or currently being offered for sale, and other quantitative and qualitative factors. See Note 4, “Real Estate, net” and Note 11, “Fair Value” for further detail.

Real Estate Held for Sale

Real estate is classified as held for sale in the period when (i) management approves a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, subject only to usual and customary terms, (iii) a program is initiated to locate a buyer and actively market the asset for sale at a reasonable price, and (iv) completion of the sale is probable within one year. Real estate held for sale is stated at the lower of its carrying amount or estimated fair value less disposal cost, with any write-down to fair value less disposal cost recorded as an impairment loss. For any increase in fair value less disposal cost subsequent to classification as held for sale, the impairment loss may be reversed, but only up to the amount of cumulative loss previously recognized. Depreciation is not recorded on assets classified as held for sale. At the time a sale is consummated, the excess, if any, of sale price less selling costs over carrying value of the real estate is recognized as a gain.

If circumstances arise that were previously considered unlikely and, as a result, the Company decides not to sell the real estate asset previously classified as held for sale, the real estate asset is reclassified as held for investment. Upon reclassification, the real estate asset is measured at the lower of (i) its carrying amount prior to classification as held for sale, adjusted for depreciation expense that would have been recognized had the real estate been continuously classified as held for investment, and (ii) its estimated fair value at the time the Company decides not to sell.

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At March 31, 2026, there were no properties classified as held for sale. At December 31, 2025, the Company classified one property as held for sale. Refer to Note 4, “Real Estate, net” and Note 11, “Fair Value” for further detail.

Foreclosed Properties

The Company receives foreclosed properties in full or partial settlement of loans held for investment by taking legal title or physical possession of the properties. Foreclosed properties are generally recognized at the time the real estate is received at foreclosure sale or upon execution of a deed-in-lieu of foreclosure. Foreclosed properties are initially measured at fair value. If the fair value of the property is lower than the carrying value of the loan, the difference is recognized through CECL reserves and the cumulative reserve on the loan is charged off prior to recording the loan as real estate. Fair value of foreclosed properties is generally based on a discounted cash flow, third party appraisals, broker price opinions, comparable sales, direct capitalization method or a combination thereof. At March 31, 2026, the Company held four foreclosed properties in other real estate, net with a combined carrying value of $252.9 million. At December 31, 2025, the Company held four foreclosed properties in other real estate, net with a combined carrying value of $237.0 million.

Identifiable Intangibles

Identifiable intangibles recognized in acquisitions of operating real estate properties generally include in-place leases, above- or below-market leases and deferred leasing costs, all of which have finite lives. In-place leases generate value over and above tangible real estate because a property that is occupied with leased space is typically worth more than a vacant building without an operating lease contract in place. The estimated fair value of acquired in-place leases is derived based on management’s assessment of costs avoided from having tenants in place, including lost rental income, rent concessions and tenant allowances or reimbursements, that hypothetically would be incurred to lease a vacant building to its actual existing occupancy level on the valuation date. The net amount recorded for acquired in-place leases is included in intangible assets and amortized on a straight-line basis as an increase to depreciation and amortization expense over the remaining term of the applicable leases. If an in-place lease is terminated, the unamortized portion is charged to depreciation and amortization expense.

The estimated fair value of the above- or below-market component of acquired leases represents the present value of the difference between contractual rents of acquired leases and market rents at the time of the acquisition for the remaining lease term, discounted for tenant credit risks. Above- or below-market operating lease values are amortized on a straight-line basis as a decrease or increase to rental income, respectively, over the applicable lease terms. This includes fixed rate renewal options in acquired leases that are below market, which are amortized to decrease rental income over the renewal period. Above- or below-market ground lease obligations are amortized on a straight-line basis as a decrease or increase to rent expense, respectively, over the applicable lease terms. If the above- or below-market operating lease values or above- or below-market ground lease obligations are terminated, the unamortized portion of the lease intangibles are recorded in rental income or rent expense, respectively.

Deferred leasing costs represent management’s estimate of the avoided leasing commissions and legal fees associated with an existing in-place lease. The net amount is included in intangible assets and amortized on a straight-line basis as an increase to depreciation and amortization expense over the remaining term of the applicable lease.

Transfers of Financial Assets

Sale accounting for transfers of financial assets requires the transfer of an entire financial asset, a group of financial assets in its entirety or if a component of the financial asset is transferred, that the component meets the definition of a participating interest with characteristics that mirror the original financial asset.

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. If the Company has any continuing involvement, rights or obligations with the transferred financial asset (outside of standard representations and warranties), sale accounting requires that the transfer meets the following sale conditions: (1) the transferred asset has been legally isolated; (2) the transferee has the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred asset; and (3) the Company does not maintain effective control over the transferred asset through an agreement that provides for (a) both an entitlement and an obligation by the Company to repurchase or redeem the asset before its maturity, (b) the unilateral ability by the Company to reclaim the asset and a more than trivial benefit attributable to that ability, or (c) the transferee requiring the Company to repurchase the asset at a price so favorable to the transferee that it is probable the repurchase will occur.

If sale accounting is met, the transferred financial asset is removed from the balance sheet and a net gain or loss is recognized upon sale, taking into account any retained interests. Transfers of financial assets that do not meet the criteria for sale are

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accounted for as financing transactions, or secured borrowing, including the Company’s Master Repurchase Facilities (as defined herein).

Financing Costs

Financing costs primarily include debt discounts and premiums as well as deferred financing costs. Deferred financing costs represent commitment fees, legal and other third-party costs associated with obtaining financing. Costs related to revolving credit facilities are recorded in other assets and are amortized to interest expense using the straight-line basis over the term of the facility. Costs related to other borrowings are recorded net against the carrying value of such borrowings and are amortized to interest expense using the effective interest method. The Company expenses unamortized deferred financing costs to other gain (loss), net when the associated facility is repaid before maturity. Costs incurred in seeking financing transactions, which do not close, are expensed in the period in which it is determined that the financing will not occur.

Revenue Recognition

Property Operating Income

Property operating income includes the following:

Rental Income—Rental income is recognized on a straight-line basis over the non-cancellable term of the related lease, together with renewal options that are reasonably certain of being exercised, which includes the effects of minimum rent increases and rent abatements under the lease. Rents received in advance are deferred.

When it is determined that the Company is the owner of tenant improvements, the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants, is capitalized. For tenant improvements owned by the Company, the amount funded by or reimbursed by the tenants are recorded as deferred revenue, which is amortized on a straight-line basis as additional rental income over the term of the related lease. Rental income recognition commences when the leased space is substantially ready for its intended use and the tenant takes possession of the leased space.

When it is determined that the tenant is the owner of tenant improvements, the Company’s contribution towards those improvements is recorded as a lease incentive, included in deferred leasing costs and intangible assets on the balance sheet, and amortized as a reduction to rental income on a straight-line basis over the term of the lease. Rental income recognition commences when the tenant takes possession of the leased space.

Tenant Reimbursements—In net lease arrangements, the tenant is generally responsible for operating expenses related to the property, including real estate taxes, property insurance, maintenance, repairs and improvements. Costs reimbursable from tenants and other recoverable costs are recognized as revenue in the period the recoverable costs are incurred. When the Company is the primary obligor with respect to purchasing goods and services for property operations and has discretion in selecting the supplier and retains credit risk, tenant reimbursement revenue and property operating expenses are presented on a gross basis in the statements of operations. For certain triple net leases where the lessee self-manages the property, hires its own service providers and retains credit risk for routine maintenance contracts, no reimbursement revenue and expense are recognized.

Hotel Operating Income—Hotel operating income includes room revenue, food and beverage sales and other ancillary services. Revenue is recognized upon occupancy of rooms, consummation of sales and provision of services.

Foreign Currency

Assets and liabilities denominated in a foreign currency for which the functional currency is a foreign currency are translated using the exchange rate in effect at the balance sheet date and the corresponding results of operations for such entities are translated using the average exchange rate in effect during the period. The resulting foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income or loss in stockholders’ equity. Upon sale, complete or substantially complete liquidation of a foreign subsidiary, or upon partial sale of a foreign equity method investment, the translation adjustment associated with the investment, or a proportionate share related to the portion of equity method investment sold, is reclassified from accumulated other comprehensive income or loss into earnings. Refer to Note 10, “Stockholders’ Equity” for further discussion.

Assets and liabilities denominated in a foreign currency for which the functional currency is the U.S. dollar are remeasured using the exchange rate in effect at the balance sheet date and the corresponding results of operations for such entities are remeasured using the average exchange rate in effect during the period. The resulting foreign currency remeasurement adjustments are recorded in other gain (loss), net on the consolidated statements of operations.

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Disclosures of non-U.S. dollar amounts to be recorded in the future are translated using exchange rates in effect at the date of the most recent balance sheet presented. As of June 30, 2025, the Company no longer had any assets or liabilities denominated in a foreign currency. See Note 4, “Real Estate, net” for further detail.

Equity-Based Compensation

Equity-classified stock awards granted to executive officers and non-employee directors are based on the closing price of the Class A common stock on the grant date and recognized on a straight-line basis over the requisite service period of the awards for restricted stock awards. For performance stock units (“PSUs”) the fair value is based on a Monte Carlo simulation as of the grant date and the expense is generally recognized on a straight-line basis over the measurement period, except when certain performance metrics are achieved. See Note 9, “Equity-Based Compensation” for further discussion.

The compensation expense is adjusted for actual forfeitures upon occurrence. Equity-based compensation is classified within compensation and benefits in the consolidated statements of operations.

Earnings Per Share

The Company presents both basic and diluted earnings per share (“EPS”) using the two-class method. Basic EPS is calculated by dividing earnings allocated to common shareholders, as adjusted for unallocated earnings attributable to certain participating securities, if any, by the weighted-average number of common shares outstanding during the period. Diluted EPS is based on the weighted-average number of common shares and the effect of potentially dilutive common share equivalents outstanding during the period. The two-class method is an allocation formula that determines earnings per share for each share of common stock and participating securities according to dividends declared and participation rights in undistributed earnings. Under this method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends. The Company has certain share-based payment awards that contain nonforfeitable rights to dividends, which are considered participating securities for the purposes of computing EPS pursuant to the two-class method.

Income Taxes

For U.S. federal income tax purposes, the Company elected to be taxed as a REIT beginning with its taxable year ended December 31, 2018. To qualify as a REIT, the Company must continually satisfy tests concerning, among other things, the real estate qualification of sources of its income, the real estate composition and values of its assets, the amounts it distributes to stockholders and the diversity of ownership of its stock.

To the extent that the Company qualifies as a REIT, it generally will not be subject to U.S. federal income tax to the extent of its distributions to stockholders. The Company believes that all of the criteria to maintain the Company’s REIT qualification have been met for the applicable periods, but there can be no assurance that these criteria will continue to be met in subsequent periods. If the Company were to fail to meet these requirements, it would be subject to U.S. federal income tax and potential interest and penalties, which could have a material adverse impact on its results of operations and amounts available for distributions to its stockholders. The Company’s accounting policy with respect to interest and penalties is to classify these amounts as a component of income tax expense, where applicable.

The Company may also be subject to certain state, local and franchise taxes. Under certain circumstances, U.S. federal income and excise taxes may be due on its undistributed taxable income. The Company previously held an investment in Europe which was subject to tax in its local jurisdiction.

The Company made joint elections to treat certain subsidiaries as taxable REIT subsidiaries (“TRSs”) which may be subject to taxation by U.S. federal, state and local authorities. In general, a TRS of the Company may perform non-customary services for tenants, hold assets that the Company cannot hold directly and engage in most real estate or non-real estate-related business.

Certain subsidiaries of the Company are subject to taxation by U.S. federal, state and local authorities for the periods presented. Income taxes are accounted for by the asset/liability approach in accordance with GAAP. Deferred taxes, if any, represent the expected future tax consequences when the reported amounts of assets and liabilities are recovered or paid. Such amounts arise from differences between the financial reporting and tax bases of assets and liabilities and are adjusted for changes in tax laws and tax rates in the period during which such changes are enacted. A provision for income tax represents the total of income taxes paid or payable for the current period, plus the change in deferred taxes. Current and deferred taxes are recorded on the portion of earnings (losses) recognized by the Company with respect to its interest in TRSs. Deferred income tax assets and liabilities are calculated based on temporary differences between the Company’s GAAP consolidated financial statements and the U.S. federal, state and local tax basis of assets and liabilities as of the consolidated balance sheet date. The Company evaluates the realizability of its deferred tax assets (e.g., net operating loss and capital loss carryforwards) and recognizes a

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valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of its deferred tax assets will not be realized. When evaluating the realizability of its deferred tax assets, the Company considers estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry-specific economic outlook. This realizability analysis is inherently subjective, as it requires the Company to forecast its business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any, are included in income tax expense in the consolidated statements of operations.

For the three months ended March 31, 2026 and 2025, the Company recorded income tax expense of $0.1 million and $0.3 million, respectively.

Current Expected Credit Loss (“CECL”) reserve

The CECL reserve for the Company’s financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans, loan commitments and trade receivables, represents a lifetime estimate of expected credit losses. Factors considered by the Company when determining the CECL reserve include loan-specific characteristics such as loan-to-value (“LTV”) ratio, vintage year, loan term, property type, occupancy and geographic location, financial performance of the borrower, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and reasonable and supportable forecasts.

The CECL reserve is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, the Company measures the CECL reserve on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset’s risk characteristics change, the Company evaluates whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually.

In measuring the CECL reserve for financial instruments that share similar risk characteristics, the Company primarily applies a probability of default (“PD”)/loss given default (“LGD”) model for instruments that are collectively assessed, whereby the CECL reserve is calculated as the product of PD, LGD and exposure at default. The Company’s model principally utilizes historical loss rates derived from a commercial mortgage-backed securities database with historical losses from 1998 through March 2026 provided by a third party, Trepp LLC, forecasting the loss parameters using a scenario-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by a straight-line reversion period of twelve-months back to average historical losses. Where management has determined that the credit loss model does not fully capture certain external factors, including portfolio trends or loan specific factors, a qualitative adjustment to the reserve may be recorded.

For loans that do not share similar risk characteristics, the Company evaluates the CECL reserve on an individual basis. The Company considers loans to be collateral dependent when the borrower is experiencing financial difficulty and repayment of the loan is expected to be provided substantially through the operation or sale of the underlying collateral or foreclosure is probable. For such loans, the Company estimates the CECL reserve based on the difference between the fair value of the underlying collateral, net of selling costs, as applicable, and the amortized cost basis of the loan.

The Company applies broadly accepted and standard real estate valuation techniques, such as a discounted cash flow (“DCF”), direct capitalization methodology, or sales comparables to determine the fair value of the collateral. Determining fair value of the collateral, including utilization of a practical expedient, may take into account a number of assumptions including, but not limited to, market rents and cash flow projections, market capitalization rates, discount rates and sales comps. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.

Management only expects to charge-off the CECL reserves in the consolidated financial statements if and when such amounts are deemed non-recoverable. This is generally at the time a loan is repaid or foreclosed. However, non-recoverability may also be concluded if, management determines, it is nearly certain that all amounts will not be collected.

In connection with developing the CECL reserve for its loans and preferred equity held for investment, the Company determines the risk ranking of each loan and preferred equity investment as a key credit quality indicator. The risk rankings are based on a variety of factors, including, without limitation, underlying real estate performance and asset value, values of comparable properties, durability and quality of property cash flows, sponsor experience and financial wherewithal, and the existence of a risk-mitigating loan structure. Additional key considerations include loan-to-value ratios, debt service coverage ratios, loan structure, real estate and credit market dynamics, and risk of default or principal loss. Based on a five-point scale, the Company’s loans and preferred equity held for investment are rated “1” through “5,” from less risk to greater risk, and the

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ratings are updated quarterly. At the time of origination or purchase, loans and preferred equity held for investment are ranked as a “3” and will move accordingly going forward based on the ratings which are defined as follows:

1.Very Low Risk

2.Low Risk

3.Medium Risk

4.High Risk/Potential for Loss—A loan that has a high risk of realizing a principal loss.

5.Impaired/Loss Likely—A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss.

The Company also considers qualitative factors, including, but not limited to, economic and business conditions, borrower actions, nature and volume of the loan portfolio, lending terms, volume and severity of past due loans, concentration of credit and changes in the level of such concentrations in its determination of the CECL reserve.

The Company has elected to not measure a CECL reserve for accrued interest receivable as it is reversed against interest income when a loan or preferred equity investment is placed on nonaccrual status. Loans and preferred equity investments are charged off when all or a portion of the principal amount is determined to be uncollectible. See “Nonaccrual” in “Loans and Preferred Equity Held for Investment” above for further detail.

Changes in the CECL reserve for the Company’s financial instruments are recorded in increase/decrease in current expected credit loss reserve on the consolidated statement of operations with a corresponding offset to the loans and preferred equity held for investment or as a component of other liabilities for future loan fundings recorded on the Company’s consolidated balance sheets. See Note 3, “Loans and Preferred Equity Held for Investment, net” for further detail.

Future Application of Accounting Standards

Disaggregation of Income Statement Expenses—In November 2024, the FASB issued ASU No. 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40), and in January 2025, the FASB issues ASU No. 2025-01, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. ASU 2024-03 requires disclosures on certain costs and expenses for each interim and annual reporting period. ASU No. 2024-03, as clarified by ASU No. 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect the adoption of ASU No. 2024-03 to have a material impact on its consolidated financial statements.

Business Combinations and Consolidation—In May 2025, the FASB issued ASU No. 2025-03, Business Combinations and Consolidation: Determining The Accounting Acquirer In The Acquisition of a Variable Interest Entity. The ASU requires reporting entities involved in a business combination effected primarily by the exchange of equity interests to consider the new guidance to determine which entity is the accounting acquirer regardless of whether the legal acquiree is a VIE. As a result, a reporting entity can determine that a transaction in which the legal acquiree is a VIE represents a reverse acquisition and the acquirer is identified as the acquiree for accounting purposes. This ASU is effective for periods beginning after December 15, 2026, with early adoption permitted. The Company is evaluating the impact of this standard.

Interim Reporting—In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements. The guidance is intended to improve the literature surrounding interim disclosures and when such disclosures are required. The amendment also adds a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The guidance is not intended to change current requirements and is intended to provide clarity on current requirements. This ASU is effective for periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact of this standard.

Any new accounting standards that have not been disclosed that have been issued or proposed by FASB and that do not require adoption until a future date are being evaluated and not expected to have a material impact on the financial statements.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. Loans and Preferred Equity Held for Investment, net

The following table provides a summary of the Company’s loans and preferred equity held for investment, net (dollars in thousands):


	March 31, 2026								December 31, 2025
	Unpaid Principal Balance		Carrying Value		Weighted Average Coupon(1)		Weighted Average of Contractual Maturity(2)	Weighted Average Maturity in Years(3)	Unpaid Principal Balance		Carrying Value		Weighted Average Coupon(1)		Weighted Average of Contractual Maturity(2)	Weighted Average Maturity in Years(3)
Variable rate
Senior loans	$	1,017,772	$	1,013,855	7.3	%	0.6	1.1	$	1,422,235	$	1,420,199	6.9	%	1.2	2.6
Securitized loans(4)	1,630,000		1,629,796		6.7	%	1.4	2.8	1,172,999		1,173,495		7.0	%	0.7	1.3


	2,647,772		2,643,651						2,595,234		2,593,694
Fixed rate
Senior loans	25,808		25,808		20.0	%	0.2	0.2	24,139		24,139		20.0	%	0.1	0.4
Mezzanine loans	46,425		46,425		—	%	0.2	0.9	49,069		49,069		8.4	%	0.1	1.1
Preferred equity interests	14,210		14,188		14.3	%	0.5	0.7	11,467		11,413		14.3	%	0.4	1.0
	86,443		86,421						84,675		84,621
Loans and preferred equity held for investment	2,734,215		2,730,072						2,679,909		2,678,315

CECL reserve	—		(85,316)						—		(87,401)
Loans and preferred equity held for investment, net	$	2,734,215	$	2,644,756	7.0	%	1.1	2.1	$	2,679,909	$	2,590,914	7.1	%	0.9	2.0

_________________________________________

(1)Calculated based on contractual interest rate, except for nonaccrual loans. As of March 31, 2026 and December 31, 2025, all variable rate loans utilize Term Secured Overnight Financing Rate (“Term SOFR”).

(2)Calculated using current maturity date.

(3)Calculated using extended maturity date.

(4)Represents loans transferred into securitization trusts that are consolidated by the Company.

The Company had $10.7 million and $10.8 million of interest receivable related to its loans and preferred equity held for investment, net as of March 31, 2026, and December 31, 2025, respectively. This is included in receivables, net on the Company’s consolidated balance sheets.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Activity relating to the Company’s loans and preferred equity held for investment, net was as follows (dollars in thousands):


	Carrying Value
	Three Months Ended March 31,
	2026		2025
Balance at January 1	$	2,590,914	$	2,352,993
Acquisitions/originations/additional funding(1)	270,378		112,625
Loan maturities/principal repayments(1)	(169,887)		(133,000)
(Increase) decrease of CECL reserve(2)	(554)		770
Discount accretion and fee amortization, net	(1,342)		461
Capitalized interest, net of repayments	447		523
Transfer to Real Estate, net(3)(4)	(45,200)		(32,945)

Charge-off of CECL reserve-transfer to Real Estate, net(3)(4)	—		1,043
Charge-off of loan held for investment(5)(6)	(2,639)		(9,174)
Charge-off of CECL reserve-other(5)(6)	2,639		9,174
Balance at March 31	$	2,644,756	$	2,302,470

_________________________________________

(1)During the first quarter of 2025, the Company amended a senior mixed-use loan as part of the resolution of a senior mixed-use loan with the same sponsor. In relation to this amendment, there was a transfer of principal of $8.8 million. This transfer is not included within these captions as it was neither additional funding nor a repayment. See “Loan Modifications” below for more detail. During the three months ended March 31, 2026, the Company originated eight loans and preferred equity with a total of $280.1 million in committed principal balance.

(2)(Decrease) increase of CECL reserve excludes $1.2 million for the three months ended March 31, 2026 and $0.5 million for the three months ended March 31, 2025 as determined by the Company’s PD/LGD model for unfunded commitments reported on the consolidated statements of operations, with a corresponding offset to accrued and other liabilities recorded on the Company’s consolidated balance sheets.

(3)During the first quarter of 2026, the Company acquired legal title to one multifamily property through foreclosure. As a result, the property was consolidated as real estate and removed from loans held from investment, net. The CECL reserve related to this loan was charged off in 2025. There was no gain or loss recorded as part of the consolidation. Refer to Note 4, “Real Estate, net” for further discussion.

(4)During the first quarter of 2025, the Company eliminated a multifamily loan in Mesa, Arizona as part of the consolidation of the Mesa, Arizona property as the primary beneficiary. There was no gain or loss recorded as part of the consolidation. As a result, the property was consolidated as real estate and removed from loans held from investment, net. The CECL reserve related to this loan was charged off and the net amount is reflected as an addition to real estate, net. There was no gain or loss recorded as part of the consolidation. Refer to Note 4, “Real Estate, net” for further discussion.

(5)During the three months ended March 31, 2026, the Company charged off uncollectible amounts of $3.5 million relating to two multifamily loans based on resolution of the loans. In addition, the Company had a reversal of charge-offs of $0.8 million based on additional proceeds received upon resolution of an office loan and an industrial loan.

(6)During the three months ended March 31, 2025, the Company charged off uncollectible amounts of $9.2 million relating to one multifamily loan upon resolution of the loan.

Loan Modifications

The Company may amend or modify a loan depending on the loan’s specific facts and circumstances. These loan modifications typically include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan’s maturity, and/or deferral of scheduled principal payments. In exchange for a modification, the Company may receive a partial repayment of principal, a short-term accrual of capitalized interest for a portion of interest due, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection, and/or increase the loan coupon.

During the first quarter of 2025, the Company amended a senior mixed-use loan (“Loan A”) as part of the resolution of a senior mixed-use loan (“Loan B”) with the same sponsor. The sponsor obtained new financing on Loan B collateral that was $8.8 million short of a full principal payoff. The $8.8 million of principal was transferred to Loan A as part of the full resolution of Loan B. A joint venture agreement was entered into with the sponsor with respect to the Loan B collateral providing that (i) any available cash after Loan B debt service is paid is distributed to the Company to pay down Loan A and (ii) if, at any time after two years, Loan A is not paid off, the Company may unilaterally force a sale of the collateral for Loan B. During the fourth quarter of 2025, Loan A was further modified to allow funds to be used to pay for architecture, design, and permitting fees to better position the collateral for a sale. The maturity of Loan A and the venture agreement were also shortened by nine months.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Preferred Equity Investment Originations

During the first quarter of 2026, the Company originated one preferred equity investment. During the year ended December 31, 2025, the Company originated nine preferred equity investments. Refer to “Unconsolidated VIEs” in Note 2, “Summary of Significant Accounting Policies” for more details on these originations.

Nonaccrual and Past Due Loans

Loans that are 90 days or more past due as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status.

The following table provides an aging summary of loans held for investment at carrying values before CECL reserve (dollars in thousands):


	Current or Less Than 30 Days Past Due		30-59 Days Past Due		60-89 Days Past Due		90 Days or More Past Due (1)(2)		Total Loans
March 31, 2026	$	2,683,647	$	—	$	—	$	46,425	$	2,730,072
December 31, 2025	2,641,623		—		—		36,692		2,678,315

_________________________________________

(1)At March 31, 2026, includes one multifamily mezzanine loan which was placed on nonaccrual status during the three months ended March 31, 2026, with a carrying value of $31.5 million and one office mezzanine loan which was placed on nonaccrual status on April 1, 2024, with a carrying value of $14.9 million. Subsequent to March 31, 2026. the multifamily mezzanine loan was resolved.

(2)At December 31, 2025, includes one industrial senior loan which was placed on nonaccrual status on September 9, 2025, with a carrying value of $22.0 million and an office mezzanine loan which was placed on nonaccrual status on April 1, 2024, with a carrying value of $14.7 million. Subsequent to December 31, 2025, the industrial loan was resolved.

As of March 31, 2026, all loans were performing in accordance with the contractual terms of their governing documents and were categorized as performing loans, except one nonaccrual multifamily mezzanine loan in maturity default and one nonaccrual office mezzanine loan. As of December 31, 2025, all loans were performing in accordance with the contractual terms of their governing documents and were categorized as performing loans, except for one nonaccrual industrial senior loan and one nonaccrual office mezzanine loan. For the three months ended March 31, 2026, and March 31, 2025, no debt investment individually contributed more than 10.0% of interest income.

Current Expected Credit Loss Reserve

The following table provides details on the changes in CECL reserves (dollars in thousands):


CECL reserve at December 31, 2025	$	87,401
Decrease in general CECL reserve(1)	(2,085)
Increase in specific CECL reserve(2)	2,639

Charge-off of CECL reserve-other(2)	(2,639)
CECL reserve at March 31, 2026	$	85,316

CECL reserve at December 31, 2024	$	165,932
Decrease in general CECL reserve(1)	(9,524)
Increase in specific CECL reserve(2)	9,174
Charge-offs of CECL reserve other(2)	(9,174)
Charge-offs of CECL reserve-transfer to Real Estate, net and Real Estate Held for Sale(3)	(1,043)
CECL reserve at March 31, 2025	$	155,365

_________________________________________

(1)Excludes $1.2 million and $0.5 million of CECL reserves related to unfunded commitments reported on the consolidated statement of operations for the three months ended March 31, 2026, and 2025, respectively.

(2)During the first quarter of 2026, the Company recorded specific CECL reserves totaling $2.8 million for one multifamily mezzanine loan, $0.6 million for one multifamily senior loan and had reversals of $0.6 million relating to one industrial loan and $0.2 million relating to one office senior loan. The CECL reserves were charged off during the period. During the first quarter of 2025, the Company recorded specific CECL reserves totaling $9.2 million for one multifamily loan. The specific CECL reserves were charged off during the period upon resolution.

(3)During the first quarter of 2025, the Company consolidated a multifamily loan as the primary beneficiary. As a result, the property was consolidated as real estate. The CECL reserve related to this loan was charged off.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Loans are typically secured by direct senior priority liens on real estate properties or by interests in entities that directly own real estate properties, which serve as the primary source of cash for the payment of principal and interest. The Company evaluates its loans at least quarterly and differentiates the relative credit quality principally based on: (i) whether the borrower is currently paying contractual debt service in accordance with its contractual terms; and (ii) whether the Company believes the borrower will be able to perform under its contractual terms in the future, as well as the Company’s expectations as to the ultimate recovery of principal at maturity.

The following tables provide a summary by carrying values before any CECL reserves of the Company’s loans and preferred equity held for investment by year of origination and credit quality risk ranking as of March 31, 2026, and December 31, 2025 (dollars in thousands). Refer to Note 2, “Summary of Significant Accounting Policies” for loan risk ranking definitions.

At March 31, 2026, the weighted average risk ranking for loans held for investment was 3.1.


	March 31, 2026
	Year of Origination
Risk Rankings	2026		2025		2024		2023		2022 and earlier		Total
Senior loans


3	$	257,231	$	658,178	$	81,310	$	—	$	1,540,539	$	2,537,258
4	—		—		—		—		65,123		65,123
5	—		—		—		—		67,078		67,078
Total Senior loans	257,231		658,178		81,310		—		1,672,740		2,669,459

Mezzanine loans


3	—		—		—		14,895		—		14,895


5	—		—		—		—		31,530		31,530
Total Mezzanine loans	—		—		—		14,895		31,530		46,425










Preferred Equity
3	609		11,289		—		—		—		11,898
4	—		2,290		—		—		—		2,290
Total Preferred Equity	609		13,579		—		—		—		14,188

Total Loans and preferred equity held for investment	$	257,840	$	671,757	$	81,310	$	14,895	$	1,704,270	$	2,730,072
Current period gross write-offs	$	—	$	—	$	—	$	—	$	2,639	$	2,639

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Subsequent to March 31, 2026, one risk ranked “5” mezzanine loan totaling $31.5 million of carrying value was resolved. Following resolution, the loan was removed from the watchlist. Additionally, the two remaining risk ranked “5” loans totaling $67.1 million of carrying value are expected to be repaid in the first half of 2026, as the underlying collateral is under executed purchase and sale agreements for both loans.

As of December 31, 2025, the weighted average risk ranking for loans held for investment was 3.1.


	December 31, 2025
	Year of Origination
Risk Rankings	2025		2024		2023		2022		2021 and earlier		Total
Senior loans


3	$	723,723	$	79,019	$	—	$	630,338	$	965,963	$	2,399,043
4	—		—		—		—		65,123		65,123
5	—		—		—		88,880		64,787		153,667
Total Senior loans	723,723		79,019		—		719,218		1,095,873		2,617,833

Mezzanine loans



3	—		—		14,692		34,377		—		49,069


Total Mezzanine loans	—		—		14,692		34,377		—		49,069










Preferred Equity
3	10,327		—		—		—		—		10,327
4	1,086		—		—		—		—		1,086
Total Preferred Equity	11,413		—		—		—		—		11,413

Total Loans and preferred equity held for investment	$	735,136	$	79,019	$	14,692	$	753,595	$	1,095,873	$	2,678,315
Current period gross write-offs(1)	$	—	$	—	$	—	$	25,137	$	77,307	$	102,444

_____________________________________

(1)Current period gross write-offs exclude all transfers to real estate, net.

Lending Commitments

The Company has lending commitments to borrowers pursuant to certain loan and preferred equity agreements in which the borrower may submit a request for funding contingent on achieving certain criteria, which must be approved by the Company as lender, such as leasing, performance of capital expenditures and construction in progress with an approved budget. Assuming the terms to qualify for future advances, if any, had been met, total gross unfunded lending commitments were $117.3 million and $112.2 million at March 31, 2026 and December 31, 2025, respectively. Refer to Note 12, “Commitments and Contingencies” for further details. The Company recorded $1.9 million and $0.7 million for allowance for lending commitments in accrued and other liabilities on its consolidated balance sheets in accordance with CECL at March 31, 2026 and December 31, 2025, respectively. See Note 2, “Summary of Significant Accounting Policies” for further details.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. Real Estate, net

The following table presents the Company’s net lease portfolio, net, as of March 31, 2026 and December 31, 2025 (dollars in thousands):


	March 31, 2026		December 31, 2025
Land and improvements	$	78,805	$	78,805
Buildings, building leaseholds, and improvements	287,767		287,767
Tenant improvements	13,781		13,781

Subtotal	$	380,353	$	380,353
Less: Accumulated depreciation	(89,446)		(86,871)

Net lease portfolio, net	$	290,907	$	293,482

The following table presents the Company’s portfolio of other real estate, net as of March 31, 2026 and December 31, 2025 (dollars in thousands):


	March 31, 2026		December 31, 2025
Land and improvements	$	133,704	$	127,614
Buildings, building leaseholds, and improvements	269,933		262,451
Tenant improvements	19,602		18,097
Furniture, fixtures and equipment	15,524		13,938
Construction-in-progress	7,139		7,972
Subtotal	$	445,902	$	430,072
Less: Accumulated depreciation	(45,848)		(43,775)

Other portfolio, net	$	400,054	$	386,297

Depreciation Expense

Depreciation expense on real estate was $6.0 million and $7.1 million for the three months ended March 31, 2026 and 2025, respectively.

Property Operating Income

For the three months ended March 31, 2026 and 2025 the components of property operating income were as follows (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Lease revenues
Minimum lease revenue	$	17,405	$	23,870
Variable lease revenue	865		3,047
	$	18,270	$	26,917
Hotel operating income	14,373		—
Total property operating income(1)	$	32,643	$	26,917

_________________________________________

(1)Excludes net amortization income related to above and below-market leases of a de minimis amount for the three months ended March 31, 2026. Excludes net amortization expense related to above and below-market leases of $0.4 million and income of $0.3 million for the three months ended March 31, 2025, respectively.

For the three months ended March 31, 2026, the Company had one property with property operating income equal to or greater than 10% of the Company’s total revenue. The property had property operating income of $14.4 million or 17% of the Company’s total revenue. For the three months ended March 31, 2025 the Company had no single property with property operating income equal to or greater than 10% of total revenue of the Company.

Real Estate Acquisitions

During the three months ended March 31, 2026, the Company acquired legal title to one multifamily property through foreclosure, which is included in real estate, net on the Company’s consolidated balance sheets.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

During the year ended December 31, 2025, the Company acquired legal title to one multifamily construction/development project and one office property through deeds-in-lieu of foreclosure, and one hotel property via foreclosure, all of which are included in real estate, net on the Company’s consolidated balance sheets. The office property was subsequently sold. See “Real Estate Sales” below for further detail on the gain on sale.

The Company previously held an investment in a senior loan collateralized by a multifamily property in Mesa, Arizona that was determined to be a VIE. The Company was determined to be the primary beneficiary of the VIE and consolidated the assets and liabilities as well as the operations of the multifamily property in February 2025. The multifamily property is included in real estate, net on the Company’s consolidated balance sheets. The consolidation did not result in a gain or loss.

In accordance with ASC 805-50, the Company allocated the fair value of the assumed assets and liabilities on the respective acquisition dates for each property acquired.

The following table summarizes the Company’s real estate acquisitions for the three months ended March 31, 2026 and year ended December 31, 2025 (dollars in thousands):


					Purchase Price Allocation
Acquisition Date	Property Type and Location	Number of Buildings/Units(1)	Purchase Price		Land and Improvements(2)		Building and Improvements(2)		Furniture and Fixtures(2)		Lease Intangible Assets(2)		Other Assets		Lease Intangible Liabilities(2)		Other Liabilities
Three Months Ended March 31, 2026
January 2026	Multifamily - Texas(3)	624	$	45,400	$	13,486	$	25,944	$	1,235	$	4,126	$	2,876	$	—	$	(2,267)


Year Ended December 31, 2025
September 2025	Office - Oregon(3)	8	21,100		10,913		5,105		—		4,567		1,849		(298)		(1,036)
July 2025	Multifamily/Pre-dev - California(3)(4)	n/a	39,760		39,760		—		—		—		—		—		—
May 2025	Hotel - California(3)	541	139,126		36,166		91,719		10,197		80		10,034		—		(9,070)
February 2025	Multifamily - Arizona(5)	285	31,965		9,007		21,051		270		1,456		708		—		(527)









			$	277,351	$	109,332	$	143,819	$	11,702	$	10,229	$	15,467	$	(298)	$	(12,900)

_________________________________________

(1) For multifamily properties, represents number of units. For hotels, it represents number of rooms.

(2) Useful life of real estate acquired is 28 to 40 years for buildings, four to 15 years for tenant improvements, four to nine for furniture and fixtures, and one to 12 years for lease intangibles.

(3) Represents assets acquired by the Company through foreclosure or a deed-in-lieu of foreclosure.

(4) Represents a multifamily construction/development project located in California.

(5) Represents a multifamily property held in a VIE for which the Company was deemed the primary beneficiary. The Company consolidated the assets, liabilities and the property's operations on the acquisition date in accordance with ASC 810.

Impairment

There was no impairment recorded during the three months ended March 31, 2026 and 2025, respectively.

Real Estate Sales

During three months ended March 31, 2026, the Company sold one office property for a total gross sales price of $28.0 million. The Company recorded a net gain on the sale of $0.1 million and it is included in other loss, net on the Company’s consolidated statement of operations.

During the year ended December 31, 2025, the Company sold three office properties and one multifamily property previously acquired through deeds-in-lieu of foreclosure for a total gross sales price of $85.6 million. Prior to the sale of one office property, the Company recorded an impairment loss of $6.3 million due to shortening the expected hold period. The impairment loss was based on the net proceeds received from the sale. This is included in impairment of operating real estate in the Company’s consolidated statement of operations. The net gain of $1.1 million on three office properties and one multifamily property is included in other gain (loss), net on the Company’s consolidated statement of operations.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

5. Deferred Leasing Costs and Other Intangibles

The Company’s deferred leasing costs, other intangible assets and intangible liabilities at March 31, 2026 and December 31, 2025 are as follows (dollars in thousands):


	March 31, 2026
	Carrying Amount		Accumulated Amortization		Net Carrying Amount
Deferred Leasing Costs and Intangible Assets
In-place lease values	$	55,861	$	(34,929)	$	20,932
Deferred leasing costs	18,844		(11,733)		7,111
Above-market lease values	7,682		(7,581)		101
	$	82,387	$	(54,243)	$	28,144


	December 31, 2025
	Carrying Amount		Accumulated Amortization		Net Carrying Amount
Deferred Leasing Costs and Intangible Assets
In-place lease values	$	52,028	$	(32,762)	$	19,266
Deferred leasing costs	20,499		(12,836)		7,663
Above-market lease values	8,517		(7,800)		717
	$	81,044	$	(53,398)	$	27,646
Intangible Liabilities
Below-market lease values	$	776	$	(387)	$	389

The following table summarizes the amortization of deferred leasing costs, intangible assets and intangible liabilities for the three months ended March 31, 2026 and 2025 (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Above-market lease values	$	(9)	$	(382)
Below-market lease values	2		323
Net decrease to property operating income	$	(7)	$	(59)

In-place lease values	$	2,290	$	2,840
Deferred leasing costs	322		625

Amortization expense	$	2,612	$	3,465

6. Restricted Cash, Other Assets and Accrued and Other Liabilities

The following table presents a summary of restricted cash as of March 31, 2026, and December 31, 2025 (dollars in thousands):


	March 31, 2026		December 31, 2025
Restricted cash:
Borrower escrow deposits	$	66,878	$	82,511
Real estate escrow reserves	9,246		8,288
Capital expenditure reserves	7,843		7,668
Working capital and other reserves	6,069		6,637
Tenant lockboxes	2,679		1,942


Total	$	92,715	$	107,046

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table presents a summary of other assets as of March 31, 2026, and December 31, 2025 (dollars in thousands):


	March 31, 2026		December 31, 2025
Other assets:
Right-of-use lease asset	$	18,958	$	19,833
Tax receivable and deferred tax assets	12,152		12,247
Prepaid expenses and other	5,933		7,154
Deferred financing costs, net - credit facilities	5,146		5,716
Investments in unconsolidated ventures at fair value	2,016		2,115

Total	$	44,205	$	47,065

The following table presents a summary of accrued and other liabilities as of March 31, 2026 and December 31, 2025 (dollars in thousands):


	March 31, 2026		December 31, 2025
Accrued and other liabilities:
Accounts payable, accrued expenses and other liabilities	$	21,266	$	25,962
Operating lease liability	19,823		20,703
Prepaid rent and unearned revenue	10,441		9,664
Interest payable	6,601		6,239
Unfunded CECL loan allowance	1,864		669
Tenant security deposits	626		861


Total	$	60,621	$	64,098

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

7. Debt

The following table presents debt as of March 31, 2026, and December 31, 2025 (dollars in thousands):


							March 31, 2026				December 31, 2025
	Capacity ($)		Recourse vs. Non-Recourse(1)	Final Maturity	Contractual Interest Rate		Principal Amount(2)		Carrying Value(2)		Principal Amount(2)		Carrying Value(2)

Securitization bonds payable, net
BRSP 2026-FL3(3)			Non-recourse	Aug-43	SOFR + 1.69%		$	833,237	$	827,427	$	—	$	—
BRSP 2024-FL2(3)			Non-recourse	Aug-37	SOFR + 2.47%		583,875		579,433		583,875		578,879
BRSP 2021-FL1(3)			Non-recourse	(4)	(4)		—		—		398,215		398,203
Subtotal securitization bonds payable, net							1,417,112		1,406,860		982,090		977,082

Mortgage and other notes payable, net
Net lease 1			Non-recourse	Sep-33	4.77%		200,000		199,092		200,000		199,068

Net lease 3			Non-recourse	Aug-26	4.08%		27,771		27,752		27,958		27,928
Net lease 4			Non-recourse	Oct-27	4.45%		20,563		20,563		20,730		20,730
Net lease 5(5)			Non-recourse	Nov-26	4.45%		16,106		16,055		16,222		16,153
Net lease 5(6)			Non-recourse	Mar-28	7.25%		10,748		10,311		10,800		10,362
Net lease 6			Non-recourse	Nov-26	4.45%		6,399		6,379		6,445		6,418
Net lease 8			Non-recourse	Nov-26	4.45%		2,966		2,957		2,987		2,975
















Other real estate 1			Non-recourse	Dec-28(7)	4.47%		96,516		95,874		97,082		96,348


Loan 1(8)			Non-recourse	Jul-28(8)	5.50%		33,831		33,831		34,078		34,078
Subtotal mortgage and other notes payable, net							414,900		412,814		416,302		414,060

Bank credit facility
Bank credit facility	$	120,000	Recourse	Dec-28 (9)	SOFR + 2.25%		—		—		—		—
Subtotal bank credit facility							—		—		—		—

Master repurchase facilities


Bank 1	600,000		Limited Recourse(10)	Apr-27	SOFR + 2.42%	(11)	341,594		341,594		433,642		433,642
Bank 2	600,000		Limited Recourse(10)	Apr-30(12)	n/a	(11)	—		—		135,550		135,550
Bank 3	500,000		Limited Recourse(13)	June-30(14)	SOFR + 1.77%	(11)	224,445		224,445		427,899		427,899
Bank 4	400,000		Limited Recourse(10)	Nov-29(15)	SOFR + 1.64%	(11)	85,646		85,646		81,007		81,007

Bank 5	250,000		Limited Recourse(10)	Mar-31(16)	SOFR + 2.25%	(11)	120,642		120,642		—		—
Subtotal master repurchase facilities	$	2,350,000					772,327		772,327		1,078,098		1,078,098











Subtotal credit facilities							772,327		772,327		1,078,098		1,078,098

Total							$	2,604,339	$	2,592,001	$	2,476,490	$	2,469,240

_________________________________________

(1)Subject to customary non-recourse carveouts.

(2)Difference between principal amount and carrying value of securitization bonds payable, net and mortgage and other notes payable, net is attributable to deferred financing costs, net and premium/discount on mortgage notes payable.

(3)The Company, through indirect Cayman subsidiaries, securitized commercial mortgage loans originated by the Company. Senior notes issued by the securitization trusts were generally sold to third parties and subordinated notes were retained by the Company. These securitizations are accounted for as secured financings with the underlying mortgage loans pledged as collateral. Principal payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities on the notes. Underlying collateral loans have initial terms of two to three years.

(4)On February 19, 2026, the Company redeemed the outstanding securities under BRSP 2021-FL1, including the 2021-FL1 Notes, at a redemption price of $310.7 million.

(5)Payment terms are periodic payment of principal and interest for debt on two properties and periodic payment of interest only with principal at maturity (except for principal repayments to release collateral properties disposed) for debt on one property.

(6)Represents a mortgage note collateralized by three properties. In April 2025, the contractual interest rate on Net lease 5 was modified to 7.25%.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

(7)The current maturity date is December 2027, with a one-year extension available, subject to satisfaction of certain customary conditions set forth in the governing documents.

(8)During the third quarter of 2025, the Company acquired legal title to the multifamily construction/development project collateralizing the note payable through a deed-in-lieu of foreclosure. Additionally, the Company refinanced the note payable, with a two-year initial term plus one one-year extension option. The principal balance and spread of the note payable did not change. Refer to Note 4, “Real Estate, net” for further discussion.

(9)On December 9, 2025, the Company, through its subsidiaries, including the OP, entered into an Amendment No. 1 to the Restated Credit Agreement. Refer to “Bank Credit Facility” within this note for more details.

(10)Recourse solely with respect to 25.0% of the financed amount.

(11)Represents the weighted average spread as of March 31, 2026. The contractual interest rate depends upon asset type and characteristics and ranges from SOFR plus 1.35% to 2.75%.

(12)The current maturity date is April 2028, with two one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.

(13)Recourse is either 25.0% or 50.0% depending on loan metrics.

(14)The current maturity date is June 2028, with two one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents. In December 2025, the maximum facility size was increased to $500.0 million.

(15)The current maturity date is November 2026, with three one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.

(16)The Company entered into a Master Repurchase Agreement with Bank 5 which provides up to $250.0 million to finance first mortgage loans, senior loan participations and related mezzanine loans secured by commercial real estate. The current maturity date is March 2029, with two one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.

Future Minimum Principal Payments

The following table summarizes future scheduled minimum principal payments at March 31, 2026 based on initial maturity dates or extended maturity dates to the extent criteria are met and the extension option is at the borrower’s discretion (dollars in thousands):


	Total		Securitization Bonds Payable, Net		Mortgage and Other Notes Payable, Net		Credit Facilities



Remainder of 2026	$	54,014	$	—	$	54,014	$	—
2027	361,903		—		20,309		341,594
2028	140,577		—		140,577		—
2029	85,646		—		—		85,646
2030	224,445		—		—		224,445
2031 and thereafter	1,737,754		1,417,112		200,000		120,642
Total	$	2,604,339	$	1,417,112	$	414,900	$	772,327

Bank Credit Facility

The Company uses bank credit facilities (including term loans and revolving facilities) to finance the business. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit facilities typically have maturities ranging from one to five years and may accrue interest at either fixed or floating rates.

The OP (together with certain subsidiaries of the OP from time-to-time party thereto as borrowers, collectively, the “Borrowers”) is party to an Amended and Restated Credit Agreement (as amended to date, the “Amended Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”). The Amended Credit Agreement provides for a revolving credit facility in the aggregate principal amount of up to $120.0 million, of which up to $25.0 million is available as letters of credit.

Loans under the Amended Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and Swiss francs.

The Amended Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount to up to $180.0 million, subject to one or more new or existing Lenders agreeing to provide such additional loan commitments and satisfaction of other customary conditions.

Advances under the Amended Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) a Term SOFR rate plus a margin of 2.25%, or (y) a base rate equal to the highest of (i) the Wall Street Journal’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Term SOFR rate plus 1.00%, plus a margin of 1.25%.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

An unused commitment fee at a rate of 0.25% or 0.35%, per annum, depending on the amount of facility utilization, applies to unutilized borrowing capacity under the Amended Credit Agreement. Amounts owed under the Amended Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a Term SOFR rate election is in effect.

The maximum amount available for borrowing at any time under the Amended Credit Agreement is limited to a borrowing base valuation of certain investment assets, with the valuation of such investment assets generally determined according to a percentage of adjusted net book value. As of March 31, 2026, the borrowing base valuation is sufficient to permit borrowings of up to the entire $120.0 million commitment. If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation will be reduced by 50% until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Amended Credit Agreement terminates and any outstanding revolving loans will mature on December 8, 2028.

The obligations of the Borrowers under the Amended Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of the OP (the “Guarantors”) in favor of the Administrative Agent (the “Guarantee and Collateral Agreement”) and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors (as such terms are defined in the Guarantee and Collateral Agreement) in which the proceeds of investment asset distributions are maintained.

The Amended Credit Agreement contains various affirmative and negative covenants, including, among other things, the obligation of the Company to maintain REIT status and be listed on the New York Stock Exchange or any other U.S. national or international securities exchange, and limitations on debt, liens and restricted payments. In addition, the Amended Credit Agreement includes the following financial covenants applicable to the OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of the OP to be greater than or equal to the sum of (i) $900,000,000 and (ii) 70% of the net cash proceeds received by the OP from any offering of its common equity after December 9, 2025 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to the OP, excluding any such proceeds that are contributed to the OP within ninety (90) days of receipt and applied to acquire capital stock of the OP; (b) the OP’s EBITDA plus lease expenses to fixed charges for any period of four consecutive fiscal quarters not less than 1.40 to 1.00; (c) the OP’s minimum interest coverage ratio not less than 3.00 to 1.00; and (d) the OP’s ratio of consolidated total debt to consolidated total assets must not exceed 0.80 to 1.00. The Amended Credit Agreement also includes customary events of default, including, among other things, failure to make payments when due, breach of covenants or representations, cross default to material indebtedness, material judgment defaults, bankruptcy matters involving any Borrower or any Guarantor and certain change of control events. The occurrence of an event of default will limit the ability of the OP and its subsidiaries to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.

As of March 31, 2026, the Company was in compliance with all of its financial covenants under the Amended Credit Agreement.

Securitization Financing Transactions

Securitization bonds payable, net represent debt issued by securitization vehicles consolidated by the Company. Senior notes issued by these securitization trusts were generally sold to third parties and subordinated notes retained by the Company. Following expiration of the reinvestment period, payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities of the loans.

The Company evaluated the key terms in the collateralized loan obligation (“CLO”) governing documents of the issuers of the CRE CLOs (“CRE CLO Issuers”), which are wholly owned subsidiaries of the Company, to determine if they were VIEs and, if so, whether the Company was the primary beneficiary and therefore consolidate the CRE CLOs. The Company concluded that the CRE CLO Issuers are VIEs and the Company is the primary beneficiary because it has the ability to control the most significant activities of the CRE CLO Issuers, the obligation to absorb losses to the extent of its equity investments, and the right to receive benefits that could potentially be significant to these entities.

As of March 31, 2026, the Company had $1.6 billion carrying value of CRE debt investments financed with $1.4 billion of securitization bonds payable, net. As of December 31, 2025, the Company had $1.2 billion carrying value of CRE debt investments financed with $982.1 million of securitization bonds payable, net.

Table of Contents

BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

BRSP 2026-FL3

In February 2026, the Company executed a $955.0 million securitization transaction through wholly-owned subsidiaries, BRSP 2026-FL3, Ltd. and BRSP 2026-FL3, LLC (collectively, “BRSP 2026-FL3”), which resulted in the sale of $833.2 million of investment grade notes (the “2026-FL3 Notes”).

BRSP 2026-FL3 includes a six-month ramp-up acquisition period that allows the Company to contribute existing or newly originated loan investments in exchange for $98.3 million in unused proceeds held in BRSP 2026-FL3, subject to the satisfaction of certain conditions set forth in the indenture. At March 31, 2026, the unused proceeds have been fully utilized. BRSP 2026-FL3 also includes a 30-month reinvestment feature that allows the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments of loans held in BRSP 2026-FL3, subject to the satisfaction of certain conditions set forth in the indenture.

At March 31, 2026, the Company had $955.0 million of unpaid principal balance of CRE debt investments financed with BRSP 2026-FL3. As of March 31, 2026, the securitization reflects an advance rate of 87.3% at a weighted average cost of funds of Term SOFR plus 1.69% (before transaction costs), and is collateralized by a pool of 32 senior loan investments.

Additionally, BRSP 2026-FL3 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. The Company did not fail any note protection tests during the three months ended March 31, 2026. While the Company continues to closely monitor all loan investments contributed to BRSP 2026-FL3, a deterioration in the performance of an underlying loan could negatively impact its liquidity position.

BRSP 2024-FL2

BRSP 2024-FL2 is a $675.0 million securitization vehicle operated through wholly-owned subsidiaries, BRSP 2024-FL2, Ltd. and BRSP 2024-FL2, LLC (collectively, “BRSP 2024-FL2”), which have issued $583.9 million of investment grade notes (the “2024-FL2 Notes”).

BRSP 2024-FL2 includes a two-year reinvestment feature that allows the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments of loans held in BRSP 2024-FL2, subject to the satisfaction of certain conditions set forth in the indenture. At March 31, 2026, the Company had $675.0 million of unpaid principal balance of CRE debt investments financed with BRSP 2024-FL2. As of March 31, 2026, the securitization reflects an advance rate of 86.5% at a weighted average cost of funds of Term SOFR plus 2.47% (before transaction costs), and is collateralized by a pool of 27 senior loan investments.

Additionally, BRSP 2024-FL2 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. The Company did not fail any note protection tests during the three months ended March 31, 2026. While the Company continues to closely monitor all loan investments contributed to BRSP 2024-FL2, a deterioration in the performance of an underlying loan could negatively impact its liquidity position.

BRSP 2021-FL1

On February 19, 2026, the Company redeemed the outstanding securities under the securitization vehicle operated through wholly-owned subsidiaries, BRSP 2021-FL1, Ltd and BRSP 2021-FL1, LLC (collectively, “BRSP 2021-FL1”) including the investment grade notes issued thereunder, at a redemption price of $310.7 million. The 17 senior loan investments, with an aggregate unpaid principal balance of $440.8 million, held by BRSP 2021-FL1 were refinanced by the issuance of securities under BRSP 2026-FL3 and with existing Master Repurchase Facilities.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Master Repurchase Facilities

As of March 31, 2026, the Company, through subsidiaries, had entered into repurchase agreements with multiple global financial institutions to provide an aggregate principal amount of up to $2.4 billion to finance the origination of first mortgage loans and senior loan participations secured by senior loan investments (each, a “Master Repurchase Facility” and collectively, the “Master Repurchase Facilities”). The Company agreed to guarantee certain obligations under the Master Repurchase Facilities, which contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of this type. The Master Repurchase Facilities act as revolving loan facilities that can be paid down as assets are repaid or sold and re-drawn upon for new investments. As of March 31, 2026, the Company was in compliance with all of its financial covenants under the Master Repurchase Facilities.

As of March 31, 2026, the Company had $1.2 billion carrying value of CRE debt investments financed with $772.3 million under the Master Repurchase Facilities. As of December 31, 2025, the Company had $1.5 billion carrying value of CRE debt investments financed with $1.1 billion under the Master Repurchase Facilities.

As of March 31, 2026, the Company had two counterparties, Bank 1 and Bank 5, with net exposure (collateral that exceeded amounts borrowed) totaling more than 10% of the Company’s total equity. As of March 31, 2026, the Company’s net exposure to Bank 1 and Bank 5 was $204.6 million and $94.8 million, respectively.

As of December 31, 2025, the Company had three counterparties, Bank 1, Bank 2 and Bank 3, with net exposure totaling more than 10% of the Company’s total equity. As of December 31, 2025, the Company’s net exposure to Bank 1, Bank 2 and Bank 3 was $216.4 million, $100.0 million and $122.0 million, respectively.

8. Related Party Arrangements

The Company had no related party transactions as of and for the three months ended March 31, 2026 and 2025.

9. Equity-Based Compensation

On February 15, 2022, the Company’s board of directors adopted, and at the annual meeting of stockholders held on May 5, 2022, the stockholders approved, the 2022 Equity Incentive Plan (the “2022 Plan”), which was effective as of May 5, 2022 and amends and restates the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the total number of shares of the Class A common stock issuable by 10.0 million shares (subject to adjustment pursuant to the terms of the 2022 Plan) and extending the termination date to May 4, 2032. Awards may be granted under the 2022 Plan to (x) any employee, officer, director, consultant or advisor (who is a natural person) providing services to the Company, or its affiliates and (y) any other individual whose participation in the 2022 Plan is determined to be in the best interests of the Company. The following types of awards may be made under the 2022 Plan, subject to the limitations set forth in the plan: (i) stock options (which may be either incentive stock options or non-qualified stock options); (ii) stock appreciation rights; (iii) restricted stock awards; (iv) stock units; (v) unrestricted stock awards; (vi) dividend equivalent rights; (vii) performance awards; (viii) annual cash incentive awards; (ix) long-term incentive units; and (x) other equity-based awards.

Shares subject to an award granted under the 2022 Plan will be counted against the maximum number of shares of Class A common stock available for issuance thereunder as one share of Class A common stock for every one share of Class A common stock subject to such an award. Shares subject to an award granted under the 2022 Plan will again become available for issuance under the 2022 Plan if the award terminates by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares (except as set forth in the following sentence). The number of shares of Class A common stock available for issuance under the 2022 Plan will not be increased by (i) any shares tendered or withheld in connection with the purchase of shares upon exercise of a stock option, (ii) any shares deducted or delivered in connection with the Company’s tax withholding obligations, or (iii) any shares purchased by the Company with proceeds from stock option exercises. Shares granted to non-independent directors, officers and employees, if applicable, generally vest ratably in three annual installments following the grant date.

On May 5, 2022, the Company granted 1,456,366 shares of Class A common stock to certain of its employees, including executive officers. The remaining one-third increment of such share grant vested on March 15, 2025. On March 6, 2023, the Company granted 1,391,217 shares of Class A common stock to certain of its employees, including executive officers. The remaining one-third of such share grant vested on March 15, 2026. On March 15, 2024, the Company granted 1,243,696 shares of Class A common stock to certain of its employees, including executive officers. The remaining one-third of such share grant will vest on March 15, 2027.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

On May 17, 2024, the Company granted 79,495 shares of Class A common stock to the non-employee directors of the Company which vested on May 17, 2025.

On March 17, 2025, the Company granted 1,392,965 shares of Class A common stock to certain of its employees, including executive officers. The remaining one-third increments of such share grant will vest on March 15, 2027 and March 15, 2028. Additionally, on March 17, 2025 the Company granted 225,544 shares of Class A common stock to its executive officers. Such share grant vested immediately.

On May 19, 2025, the Company granted 92,940 shares of Class A common stock to the non-employee directors of the Company which vest on May 19, 2026.

On March 16, 2026, the Company granted 1,907,157 shares of Class A common stock to certain of its employees, including executive officers. The shares vest in one-third increments on March 15, 2027, March 15, 2028 and March 15, 2029.

Equity-Based Compensation Expense

In connection with the share grants, the Company recognized share-based compensation expense of $2.9 million and $4.2 million within compensation and benefits in the consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively.

Restricted Stock—Restricted stock awards relating to the Company’s Class A common stock are granted to non-employee directors of the Company and generally vest within one year. Restricted stock awards are granted to certain employees of the Company, with service conditions only and are generally subject to annual time-based vesting in equal tranches over a three-year period. Restricted stock is entitled to dividends declared and paid on the Company’s Class A common stock and such dividends are not forfeitable prior to vesting of the award. Restricted stock awards are valued based on the Company’s Class A common stock price on grant date and equity-based compensation expense is recognized on a straight-line basis over the requisite three-year service period.

Performance Stock Units (“PSU”)—PSUs are granted to certain employees of the Company and are subject to both a service condition and a market condition. Following the end of the measurement period for the PSUs, the recipients of PSUs may be eligible to vest in all or a portion of PSUs granted, and be issued a number of shares of the Company’s Class A common stock, ranging from 0% to 200% of the number of PSUs granted and eligible to vest, to be determined based upon the Company’s total shareholder return relative to certain peer group companies at the end of a three-year measurement period for the 2024 PSU grant (the “2024 Grant”), the 2025 PSU grant (the “2025 Grant”) and the 2026 PSU grant (the “2026 Grant”). PSUs also contain dividend equivalent rights which entitle the recipients to a payment equal to the amount of dividends that would have been paid on the shares that are ultimately issued at the end of the measurement period.

Fair value of PSUs, including dividend equivalent rights, was determined using a Monte Carlo simulation, with the following assumptions.


	2026 Grant		2025 Grant		2024 Grant
Expected volatility(1)	30.5	%	35.7	%	35.6	%
Risk free rate(2)	4.0	%	4.0	%	4.3	%
Expected dividend yield(3)	—		—		—

_________________________________________

(1)Based upon the Company’s historical stock volatility.

(2)Based upon the continuously compounded zero-coupon U.S. Treasury yield for the term coinciding with the measurement period of the award as of valuation date.

(3)Based upon award holders being entitled to dividends paid during the measurement period on any shares earned.

Fair value of PSU awards, excluding dividend equivalent rights, is generally recognized on a straight-line basis over their measurement period as compensation expense, except when certain performance metrics are achieved. Following the completion of the measurement period for the 2023 Grant, the Company issued 603,478 shares of Class A common stock to certain of its employees in March 2026.

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BRIGHTSPIRE CAPITAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The table below summarizes the Company’s awards granted, forfeited or vested under the 2022 Plan during the three months ended March 31, 2026 and 2025:


	Number of Shares			Weighted Average Grant Date Fair Value
	Restricted Stock	PSUs	Total	Restricted Stock		PSUs



























Unvested shares at December 31, 2024	2,742,917	918,434	3,661,351	$	6.92	$	8.60
Granted	1,618,509	542,789	2,161,298	5.97		6.78
Vested	(1,428,999)	—	(1,428,999)	7.21		—
Unvested shares at March 31, 2025	2,932,427	1,461,223	4,393,650	6.25		7.93

Unvested shares at December 31, 2025	2,865,399	1,461,223	4,326,622	$	6.27	$	7.93
Granted	1,907,157	588,839	2,495,996	5.61		7.08
Vested	(1,222,270)	(384,378)	(1,606,648)	6.50		9.69

Unvested shares at March 31, 2026	3,550,286	1,665,684	5,215,970	5.83		7.22

Fair value of equity awards that vested during the three months ended March 31, 2026 and March 31, 2025, determined based on their respective fair values at vesting date, was $10.2 million and $8.5 million, respectively. Fair value of granted awards is determined based on the closing price of the Class A common stock on the date of vesting of the awards. Equity-based compensation is classified within compensation and benefits in the consolidated statement of operations.

At March 31, 2026, aggregate unrecognized compensation cost for all unvested equity awards was $26.3 million, which is expected to be recognized over a weighted-average period of 2.4 years.

10. Stockholders’ Equity

Authorized Capital

As of March 31, 2026, the Company had the authority to issue up to 1.0 billion shares of stock, at $0.01 par value per share, consisting of 950.0 million shares of Class A common stock and 50.0 million shares of preferred stock.

The Company had no shares of preferred stock issued and outstanding as of March 31, 2026 and December 31, 2025.

Dividends

During the three months ended March 31, 2026 and 2025, the Company declared the following dividends on its common stock:

Declaration Date

Record Date

Payment Date

Per Share

March 16, 2026

March 31, 2026

April 15, 2026

$0.16

March 17, 2025

March 31, 2025

April 15, 2025

$0.16

Share Repurchases

In April 2026, the Company’s board of directors have authorized a stock repurchase program (“Stock Repurchase Program”) under which the Company may repurchase up to $50.0 million of its outstanding Class A common stock until April 30, 2027. The Stock Repurchase Program replaces the prior repurchase program authorization which was set to expire on April 30, 2026. Under the Stock Repurchase Program, the Company may repurchase shares in open market purchases, in privately negotiated transactions or otherwise. The Company has a written trading plan as part of the Share Repurchase Program that provides for share repurchases in open market transactions that is intended to comply with Rule 10b-18 under the Exchange Act. The Stock Repurchase Program will be utilized at management’s discretion and in accordance with the requirements of the SEC. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements and other conditions.

During the three months ended March 31, 2026, the Company did not repurchase any shares of Class A common stock. As of March 31, 2026, there was $40.2 million remaining available to make repurchases under the prior stock repurchase program.

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Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in each component of Accumulated Other Comprehensive Income (Loss) (“AOCI”) attributable to stockholders, net of immaterial tax effect. During the three months ended March 31, 2026, there was no AOCI.

Changes in Components of AOCI - Stockholders


(dollars in thousands)	Unrealized gain on net investment hedges		Foreign currency translation gain (loss)		Total
AOCI at December 31, 2024	$	18,603	$	(24,940)	$	(6,337)
Other comprehensive gain	—		1,831		1,831
AOCI at March 31, 2025	$	18,603	$	(23,109)	$	(4,506)

11. Fair Value

Fair Value Option

The Company may elect to apply the fair value option of accounting for certain of its financial assets or liabilities due to the nature of the instrument at the time of the initial recognition of the investment. As of March 31, 2026, the Company has elected not to apply the fair value option for any other eligible financial assets or liabilities.

Fair Value of Financial Instruments

In addition to the above disclosures regarding financial assets or liabilities which are recorded at fair value, GAAP requires disclosure of fair value about all financial instruments. The following disclosure of estimated fair value of financial instruments was determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on estimated fair value.

The following table presents the principal amount, carrying value and fair value of certain financial assets and liabilities as of March 31, 2026 and December 31, 2025 (dollars in thousands):


	March 31, 2026						December 31, 2025
	Principal Amount		Carrying Value		Fair Value		Principal Amount		Carrying Value		Fair Value
Financial assets:(1)
Loans and preferred equity held for investment, net(2)(3)	$	2,734,215	$	2,730,072	$	2,700,729	$	2,679,909	$	2,678,315	$	2,657,083
Financial liabilities:(1)
Securitization bonds payable, net	$	1,417,112	$	1,406,860	$	1,417,112	$	982,090	$	977,082	$	982,090
Mortgage and other notes payable, net	414,900		412,814		392,520		416,302		414,060		394,819
Master repurchase facilities	772,327		772,327		772,327		1,078,098		1,078,098		1,078,098

_________________________________________

(1)The fair value of other financial instruments not included in this table is estimated to approximate their carrying value.

(2)Excludes future funding commitments of $117.3 million and $112.2 million as of March 31, 2026 and December 31, 2025, respectively.

(3)Carry value excludes CECL reserves of $85.3 million and $87.4 million as of March 31, 2026 and December 31, 2025, respectively.

Disclosure about fair value of financial instruments is based on pertinent information available to management as of March 31, 2026. Although management is not aware of any factors that would significantly affect fair value, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

Loans and Preferred Equity Held for Investment, Net

For loans and preferred equity held for investment, net, fair values were determined: (i) primarily by using rates currently available with similar terms and remaining maturities to estimate fair value. These measurements are determined using comparable U.S. Treasury rates as of the end of the reporting period; or (ii) in some cases, based on discounted cash flow projections or similar analysis of principal and interest expected to be collected, which includes consideration of the financial

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standing of the borrower or sponsor as well as operating results of the underlying collateral. Since some fair value measurements are based on unobservable inputs, they are classified as Level 3 of the fair value hierarchy.

Securitization Bonds Payable, Net

The Company’s securitization bonds payable, net bear floating rates of interest. As of March 31, 2026, the Company believes the unpaid principal balance approximates fair value given the floating rate nature of the bonds and significant level of subordination within the securitization. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.

Mortgage and Other Notes Payable, Net

For mortgage and other notes payable, net, the Company primarily uses rates currently available with similar terms and remaining maturities to estimate fair value. These measurements are determined using comparable U.S. Treasury rates as of the end of the reporting period. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.

Master Repurchase Facilities

The Company has amounts outstanding under Master Repurchase Facilities. The Master Repurchase Facilities bear floating rates of interest. As of March 31, 2026, the Company believes the carrying value approximates fair value due to the short-term nature of the debt, and as a result, contractual rates should equate to market rates. These fair value measurements are based on observable inputs, and as such, are classified as Level 2 of the fair value hierarchy.

Other

The carrying values of cash and cash equivalents, restricted cash, receivables, and accrued and other liabilities approximate fair value due to their short term nature and credit risks, if any, are negligible.

Nonrecurring Fair Values

The Company measures fair value of certain assets on a nonrecurring basis when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Adjustments to fair value generally result from the application of lower of amortized cost or fair value accounting for assets held for sale or write-down of asset values due to impairment.

CECL

During the first quarter of 2026, the Company recorded specific CECL reserves of $2.8 million related to one multifamily loan based on the expected proceeds from the sale of the underlying collateral. The specific CECL reserves were also charged off during the first quarter of 2026 and the multifamily loan was resolved in April 2026.

12. Commitments and Contingencies

Lending Commitments

The Company has lending commitments to borrowers pursuant to certain loan agreements in which the borrower may submit a request for funding contingent on achieving certain criteria, which must be approved by the Company as lender, such as leasing, performance of capital expenditures and construction in progress with an approved budget. At March 31, 2026, assuming the terms to qualify for future fundings, if any, had been met, total unfunded lending commitments for loans held for investment were $108.0 million for senior loans, $1.9 million for mezzanine loans and $7.4 million for preferred equity. At December 31, 2025, total unfunded lending commitments for loans held for investment were $101.9 million for senior loans, $2.1 million for mezzanine loans and $8.2 million for preferred equity.

Ground Lease Obligation

In connection with real estate acquisitions, the Company assumed certain non-cancellable operating ground leases as lessee or sublessee with expiration dates through 2050. Rent on certain ground leases are paid directly by tenants.

At March 31, 2026 and December 31, 2025, the weighted average remaining lease term was 11.8 years and 11.8 years for ground leases, respectively.

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The following table presents ground lease expense, included in property operating expense, for the three months ended March 31, 2026 and 2025 (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Operating lease expense:
Minimum lease expense	$	790	$	794
Variable lease expense	—		—
	$	790	$	794

The operating lease liability for ground leases was determined using a weighted average discount rate of 5.4%. The following table presents future minimum rental payments, excluding contingent rents, on noncancellable ground leases on real estate as of March 31, 2026 (dollars in thousands):




Remainder of 2026	$	2,390
2027	2,868
2028	2,839
2029	1,896
2030	1,833
2031 and thereafter	10,430
Total lease payments	22,256
Less: Present value discount	6,344
Operating lease liability (Note 6)	$	15,912

For these ground leases, the Company has elected the practical expedient to combine lease and related nonlease components as a single lease component.

Office Lease

At March 31, 2026 and December 31, 2025, the weighted average remaining lease term was 3.1 years and 3.4 years for office leases, respectively. The office leases are located in New York, New York and Los Angeles, California.

For the three months ended March 31, 2026 and 2025, the following table summarizes lease expense, included in operating expense (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Corporate Offices
Operating lease expense:
Fixed lease expense	$	328	$	324
Variable lease expense	—		—
	$	328	$	324

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Total cash paid for office leases was $0.1 million for the three months ended March 31, 2026.

The operating lease liability for the office leases was determined using a weighted average discount rate of 2.4%. As of March 31, 2026, the Company’s future operating lease commitments for the corporate office leases were as follows (dollars in thousands):


	Corporate Offices


Remainder of 2026	$	995
2027	1,339
2028	1,155
2029	573
2030	—
2031 and thereafter	—
Total lease payments	4,062
Less: Present value discount	151
Operating lease liability (Note 6)	$	3,911

For these office leases, the Company has elected the practical expedient to combine lease and related nonlease components as a single lease component.

Litigation and Claims

The Company may be involved in litigation and claims in the ordinary course of the business. As of March 31, 2026, the Company was not involved in any legal proceedings that are expected to have a material adverse effect on the Company’s results of operations, financial position, or liquidity.

13. Segment Reporting

The Company presents its business through three operating and reportable segments described below and is how management views the business activities of the Company.

•Senior and Mezzanine Loans and Preferred Equity—CRE debt investments including senior and mezzanine loans, and preferred equity interests as well as participations in such loans.

•Net Leased and Other Real Estate—direct investments in CRE with long-term leases to tenants on a net lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance, capital expenditures and real estate taxes. It also includes other real estate, currently consisting of one investment with direct ownership in commercial real estate and four additional properties that the Company acquired through foreclosure or deed-in-lieu of foreclosure and two properties that the Company consolidates as the primary beneficiary.

•Corporate and Other—includes corporate-level asset management and other fees including expenses related to the Company’s secured revolving credit facility (the “Bank Credit Facility”) and compensation and benefits. It also includes money market income on its cash balances and a sub-portfolio of private equity funds.

U.S. GAAP defines the Chief Operating Decision Maker (“CODM”) as the person or persons who perform the function of allocating resources to and assessing the performance of segments of a public entity. The Company has identified the CODM as its Chief Executive Officer, who is responsible for making key operating decisions of the Company. The CODM reviews net income (loss) for each of the three operating segments on the Company’s consolidated statements of operations to make decisions, allocate resources, and assess segment performance.

The Company primarily generates revenue from net interest income on the loan portfolio and rental and other income from its net leased, multi-tenant office and hotel assets. The Company’s income is primarily derived through the difference between revenue and the cost at which the Company is able to finance its investments. The Company may also acquire investments which generate attractive returns without any leverage.

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The following tables present the relevant financial information for the reportable segments for the three months ended March 31, 2026 and 2025 (dollars in thousands):


	Senior and Mezzanine Loans and Preferred Equity		Net Leased and Other Real Estate		Corporate and Other		Total
Three Months Ended March 31, 2026
Interest income	$	49,515	$	—	$	—	$	49,515
Interest expense	(32,574)		(12)		(808)		(33,394)
Property and other income	60		32,692		2,873		35,625
Property operating expense	—		(20,078)		—		(20,078)
Transaction, investment and servicing expense	(657)		(30)		(145)		(832)
Interest expense on real estate	—		(5,091)		—		(5,091)
Depreciation and amortization	—		(8,594)		(33)		(8,627)
Increase of current expected credit loss reserve	(1,746)		—		—		(1,746)
Compensation and benefits	—		—		(9,056)		(9,056)
Operating expense	11		(1)		(3,105)		(3,095)
Other loss, net	—		(4)		—		(4)
Income (loss) before income taxes	14,609		(1,118)		(10,274)		3,217

Income tax expense	(1)		—		(93)		(94)
Net income (loss)	$	14,608	$	(1,118)	$	(10,367)	$	3,123


	Senior and Mezzanine Loans and Preferred Equity		Net Leased and Other Real Estate		Corporate and Other		Total
Three Months Ended March 31, 2025
Interest income	$	47,991	$	28	$	67	$	48,086
Interest expense	(31,844)		(67)		(300)		(32,211)
Property and other income	—		26,920		2,556		29,476
Property operating expense	—		(9,966)		—		(9,966)
Transaction, investment and servicing expense	(508)		(36)		(85)		(629)
Interest expense on real estate	—		(6,565)		—		(6,565)
Depreciation and amortization	—		(10,520)		(32)		(10,552)
Decrease of current expected credit loss reserve	235		—		—		235
Compensation and benefits	—		—		(10,429)		(10,429)
Operating expense	—		—		(3,214)		(3,214)
Other loss, net	—		(241)		—		(241)
Income (loss) before income taxes	15,874		(447)		(11,437)		3,990

Income tax expense	(28)		(254)		—		(282)
Net income (loss)	$	15,846	$	(701)	$	(11,437)	$	3,708

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The following table presents total assets by segment as of March 31, 2026 and December 31, 2025 (dollars in thousands):


Total Assets	Senior and Mezzanine Loans and Preferred Equity		Net Leased and Other Real Estate		Corporate and Other(1)		Total
March 31, 2026	$	2,729,151	$	816,159	$	102,538	$	3,647,848
December 31, 2025	2,689,862		800,394		74,574		3,564,830

_________________________________________

(1)Includes cash, unallocated receivables and deferred costs and other assets, net.

Geography

Geography is generally defined as the location in which the income producing assets reside or the location in which income generating services are performed. Geography information on total income includes equity in earnings of unconsolidated ventures. Geography information on total income and long-lived assets are presented as follows (dollars in thousands):


	Three Months Ended March 31,
	2026		2025
Total income by geography:
United States	$	85,140	$	72,835
Norway	—		4,727

Total(1)	$	85,140	$	77,562


	March 31, 2026		December 31, 2025
Long-lived assets by geography:
United States	$	719,105	$	707,425

Total(2)	$	719,105	$	707,425

_________________________________________

(1)Includes interest income and property and other income.

(2)Long-lived assets are comprised of real estate and real estate-related intangible assets, and exclude financial instruments and assets held for sale.

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14. Earnings Per Share

The Company’s net loss and weighted average shares outstanding for the three months ended March 31, 2026 and 2025 consist of the following (dollars in thousands, except per share data):


	Three Months Ended March 31,
	2026		2025
Net income	$	3,123	$	3,708
Net loss attributable to noncontrolling interests:
Investment Entities	1,722		1,634

Net income attributable to BrightSpire Capital, Inc. common stockholders	$	4,845	$	5,342

Numerator:

BrightSpire Capital, Inc. 10-Q