XML 45 R24.htm IDEA: XBRL DOCUMENT v3.25.0.1
Equity
 12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Equity EQUITY
Stock and Stock Equivalents
Authorized Capital
As of December 31, 2024 we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing requirements, our board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval. In addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and preferred stock. We did not have any shares of preferred stock issued and outstanding as of December 31, 2024 and 2023.
Share Repurchase Program
In July 2024, our board of directors authorized the repurchase of up to $150.0 million of our class A common stock. Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions, in agreements and arrangements structured in a manner consistent with Rules 10b-18 and 10b5-1 under the Exchange Act or otherwise. The timing and the actual amounts repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or discontinued at any time and does not have a specified expiration date.
During the year ended December 31, 2024, we repurchased 1,646,034 shares of class A common stock at a weighted-average share price of $17.74, for a total cost of $29.2 million. We did not have any repurchases of class A common stock during the year ended December 31, 2023. As of December 31, 2024, the amount remaining available for repurchases under the program was $120.8 million.
Class A Common Stock and Deferred Stock Units
Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and are entitled to receive dividends authorized by our board of directors and declared by us, in all cases subject to the rights of the holders of shares of outstanding preferred stock, if any.
We did not issue any class A common stock in underwritten public offerings during the years ended December 31, 2024 and 2023. The following table details our issuance of class A common stock during the year ended December 31, 2022 ($ in thousands, except per share data):
Class A Common Stock Offerings
2022(1)
Shares issued2,303,469 
Gross / net issue price per share(2)
31.23 / 30.92
Net proceeds(3)
$70,651 
(1)Represents shares issued under our at-the-market program.
(2)Represents the gross price per share issued, as well as the net proceeds per share after underwriting or sales discounts and commissions.
(3)Net proceeds represent proceeds received from the underwriters less applicable transaction costs.
We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 18 for additional discussion of these long-term incentive plans. In addition to our class A common stock, we also issue deferred stock units to certain members of our board of directors for services rendered. These deferred stock units are non-voting, but carry the right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid to holders of shares of class A common stock.
The following table details the movement in our outstanding shares of class A common stock, including restricted class A common stock and deferred stock units:
 Year Ended December 31,
Common Stock Outstanding(1)
202420232022
Beginning balance173,569,397172,106,593168,543,370
Issuance of class A common stock(2)
5,8496,5872,311,711
Repurchase of class A common stock(1,646,034)——
Issuance of restricted class A common stock, net(3)(4)
1,222,3461,402,3291,204,476
Issuance of deferred stock units52,63253,88847,036
Ending balance173,204,190173,569,397172,106,593
(1)Includes 412,096, 359,464, and 410,608 deferred stock units held by members of our board of directors as of December 31, 2024, 2023, and 2022, respectively.
(2)Includes 5,849, 6,587, and 8,242 shares issued under our dividend reinvestment program during the years ended December 31, 2024, 2023, and 2022, respectively.
(3)Includes 41,282, 25,482, and 13,197 shares of restricted class A common stock issued to our board of directors during the years ended December 31, 2024, 2023, and 2022, respectively.
(4)Net of 102,484, 15,477, and 39,655 shares of restricted class A common stock forfeited under our stock-based incentive plans during the years ended December 31, 2024, 2023, and 2022, respectively.
Dividend Reinvestment and Direct Stock Purchase Plan
We have adopted a dividend reinvestment and direct stock purchase plan under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock. Under the dividend reinvestment component of this plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common stock. The direct stock purchase component allows stockholders and new investors, subject to our approval, to purchase shares of class A common stock directly from us. During the years ended December 31, 2024, 2023, and 2022, we issued 5,849 shares, 6,587 shares, and 8,242 respectively, of class A common stock under the dividend reinvestment component of the plan. As of December 31, 2024, a total of 9,969,112 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.
At the Market Stock Offering Program
As of December 31, 2024, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $699.1 million of our class A common stock. Sales of class A common stock made pursuant to our ATM Agreements may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Actual sales depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the years ended December 31, 2024 and 2023, we did not issue any shares of our class A common stock under ATM Agreements. During the year ended December 31, 2022, we issued and sold 2,303,469 shares of class A common stock under ATM Agreements, generating net proceeds totaling $70.7 million. As of December 31, 2024, sales of our class A common stock with an aggregate sales price of $480.9 million remained available for issuance under our ATM Agreements.
Dividends     
We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Our dividend policy remains subject to revision at the discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors as our board of directors deems relevant.
On December 13, 2024, we declared a dividend of $0.47 per share, or $81.2 million in aggregate, that was paid on January 15, 2025 to stockholders of record as of December 31, 2024. 
The following table details our dividend activity ($ in thousands, except per share data):
 Year Ended December 31,
 202420232022
Dividends declared per share of common stock$2.18$2.48$2.48
Percent taxable as ordinary dividends100.00 %100.00 %100.00 %
Percent taxable as capital gain dividends— %— %— %
100.00 %100.00 %100.00 %
Class A common stock dividends declared$377,837$427,862$423,568
Deferred stock unit dividends declared882878945

$378,719$428,740$424,513
Earnings Per Share     
We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted shares have the same rights as our other shares of class A common stock, including participating in any dividends, and therefore have been included in our basic and diluted net income per share calculation. The shares issuable under our Convertible Notes are included in dilutive earnings per share using the if-converted method.
The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per share data):
 Year Ended December 31,
202420232022
Net (loss) income(1)
$(204,088)$246,555 $248,642 
Weighted-average shares outstanding, basic and diluted(2)
173,782,523172,672,038170,631,410
Per share amount, basic and diluted(2)
$(1.17)$1.43 $1.46 
(1)Represents net (loss) income attributable to Blackstone Mortgage Trust, Inc.
(2)For the years ended December 31, 2024, 2023, and 2022, our Convertible Notes were not included in the calculation of diluted earnings per share, as the impact is antidilutive. Refer to Note 13 for further discussion of our convertible notes.
Other Balance Sheet Items
Accumulated Other Comprehensive Income
As of December 31, 2024, total accumulated other comprehensive income was $8.3 million, primarily representing $272.1 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $263.9 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies. As of December 31, 2023, total accumulated other comprehensive income was $9.5 million, primarily representing $183.9 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $174.4 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.
Non-Controlling Interests
The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are not owned by us. A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on their pro rata ownership of our Multifamily Joint Venture. As of December 31, 2024, our Multifamily Joint Venture’s total equity was $45.9 million, of which $39.0 million was owned by us, and $6.9 million was allocated to non-controlling interests. As of December 31, 2023, our Multifamily Joint Venture’s total equity was $132.0 million, of which $112.2 million was owned by us, and $19.8 million was allocated to non-controlling interests.