Equity

6 Months Ended

Jun. 30, 2025

Equity [Abstract]

Equity

EQUITY

Stock and Stock Equivalents

Authorized Capital

As of June 30, 2025 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. As of both June 30, 2025 and December 31, 2024, we did not have any shares of preferred stock issued and

outstanding.

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 six months ended June 30, 2025, we repurchased 1,794,936 shares of class A common stock at a weighted-

average price per share of $17.63, for a total cost of $31.6 million. We did not have any repurchases of class A common

stock during the six months ended June 30, 2024. As of June 30, 2025, the amount remaining available for repurchases

under the program was $89.2 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 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. Each vested deferred stock unit is settled by delivery of one share of class A

common stock upon the non-employee director’s separation from service.

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:

	Six Months Ended June 30,
Common Stock Outstanding(1)	2025	2024
Beginning balance	173,204,190	173,569,397
Issuance of class A common stock(2)	1,778	3,165
Repurchase of class A common stock	(1,794,936)	—
Issuance of restricted class A common stock, net(3)(4)	482,004	406,400
Issuance of deferred stock units	24,431	29,649
Ending balance	171,917,467	174,008,611

(1)Includes 323,877 and 389,113 deferred stock units held by members of our board of directors as of June 30, 2025

and 2024, respectively.

(2)Represents shares issued under our dividend reinvestment program during the six months ended June 30, 2025 and

2024, respectively.

(3)Includes 29,140 and 41,282 shares of restricted class A common stock issued to our board of directors during the six

months ended June 30, 2025 and 2024, respectively

(4)Net of 29,008 and 97,985 shares of restricted class A common stock forfeited under our stock-based incentive plans

during the six months ended June 30, 2025 and 2024, respectively.

Dividend Reinvestment and Direct Stock Purchase Plan

We have adopted a dividend reinvestment and direct stock purchase plan under which an aggregate of 10,000,000 shares of

class A common stock are available for sale. 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. Such shares may, at our option, be newly issued shares from us, shares purchased by the plan administrator on the

open market, or a combination thereof. 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 six months ended

June 30, 2025 and 2024, we issued 1,778 shares and 3,165 shares, respectively, of class A common stock under the

dividend reinvestment component of the plan. As of June 30, 2025, a total of 9,967,334 shares of class A common stock

remained available under the dividend reinvestment and direct stock purchase plan.

At the Market Stock Offering Program

As of June 30, 2025, 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 six months ended

June 30, 2025 or June 30, 2024, we did not issue any shares of our class A common stock under ATM Agreements. As of

June 30, 2025, 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 June 13, 2025, we declared a dividend of $0.47 per share, or $80.6 million in aggregate, that was paid on July 15, 2025

to stockholders of record as of June 30, 2025.

The following table details our dividend activity ($ in thousands, except per share data):

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Dividends declared per share of common stock	$0.47	$0.62	$0.94	$1.24
Class A common stock dividends declared	$80,649	$107,644	$161,293	$215,322
Deferred stock unit dividends declared	147	229	340	452
Total dividends declared	$80,796	$107,873	$161,633	$215,774

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 when the effect is not

antidilutive.

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):

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Basic and Diluted Earnings
Net income (loss)(1)	$6,969	$(61,057)	$6,612	$(184,895)
Weighted-average shares outstanding, basic and diluted(2)	171,893,905	173,967,340	171,949,090	174,004,464
Per share amount, basic and diluted	$0.04	$(0.35)	$0.04	$(1.06)

(1)Represents net income (loss) attributable to Blackstone Mortgage Trust, Inc.

(2)For both the three and six months ended June 30, 2025 and June 30, 2024, 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 June 30, 2025, total accumulated other comprehensive income was $9.8 million, representing $68.4 million of net

realized and unrealized gains related to changes in the fair value of derivative instruments and $1.2 million of unrealized

losses related to the changes in the fair value of derivative instruments held by unconsolidated entities, offset by

$57.5 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign

currencies. 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.

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 June 30, 2025, our Multifamily Joint Venture’s total equity was $45.1 million, of which $38.3 million was

owned by us, and $6.8 million was allocated to non-controlling interests. 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.