Transactions With Related Parties

6 Months Ended

Jun. 30, 2025

Related Party Transactions [Abstract]

Transactions With Related Parties

TRANSACTIONS WITH RELATED PARTIES

Our Manager

We are managed by our Manager pursuant to the Management Agreement. The current term of the Management

Agreement expires on December 19, 2025, and will be automatically renewed for a one-year term upon such date and each

anniversary thereafter unless earlier terminated.

As of June 30, 2025 and December 31, 2024, our consolidated balance sheets included $17.0 million and $18.5 million,

respectively, of accrued management fees payable to our Manager. During the three and six months ended June 30, 2025,

we paid management fees of $17.2 million and $35.8 million, respectively, to our Manager, compared to $18.9 million and

$45.3 million, respectively, during the same periods in 2024. In addition, during the three and six months ended June 30,

2025, we incurred expenses of $156,000 and $420,000, respectively, that were paid by our Manager and have been or will

be reimbursed by us, compared to $829,000 and $1.1 million, respectively, of such expenses during the same periods in

2024.

As of June 30, 2025, our Manager held 992,441 shares of unvested restricted class A common stock, which had an

aggregate grant date fair value of $20.7 million. These shares vest in installments over three years from the date of

issuance. During the three and six months ended June 30, 2025, we recorded non-cash expenses related to shares held by

our Manager of $3.6 million and $7.2 million, respectively, compared to $4.2 million and $8.5 million, respectively, during

the same periods in 2024. Refer to Note 18 for further details on our restricted class A common stock.

As of June 30, 2025, our Manager, its affiliates (including Blackstone and Blackstone-advised investment vehicles),

Blackstone employees, and our directors held an aggregate 13,256,488 shares, or 7.7%, of our class A common stock, of

which 8,234,581 shares, or 4.8%, were held by Blackstone and its subsidiaries. Additionally, our directors held 323,877 of

deferred stock units as of June 30, 2025. Certain of the parties listed above have in the past purchased or sold shares of our

class A common stock in open market transactions, and such parties may in the future purchase or sell additional shares of

our class A common stock and/or engage in derivatives transactions related to our class A common stock. Any such

transactions would be made in the sole discretion of the relevant party based on market conditions and other considerations

relevant to such parties.

Affiliate Services

We have engaged certain portfolio companies owned by Blackstone-advised investment vehicles to provide various

services. The following table details the costs incurred for these services ($ in thousands):

		Three Months Ended June 30,		Six Months Ended June 30,
	Asset Class	2025	2024	2025	2024
Brio Real Estate Services, LLC, Brio Real Estate (UK) Ltd., and Brio Real Estate (AUS) Pty Ltd.(1)	n/a	$1,101	$—	$1,101	$—
Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l.(1)	n/a	381	309	343	560
Perform Properties, LLC(2)(3)	Office	319	44	894	44
LivCor, LLC(2)	Multifamily	117	—	276	—
BRE Hotels & Resorts, LLC(2)	Hospitality	380	—	869	—
LendingOne, LLC(4)	Multifamily	158	—	158	—
Total		$2,456	$353	$3,641	$604

(1)As applicable, provides management support, operational support, corporate support, and transaction support

services to certain of our investments directly.

(2)As applicable, provides management support, operational support, and corporate support services to certain of our

REO assets directly.

(3)Successor entity to EQ Management, LLC that provides the same services.

(4)Provides loan origination services related to certain of our investments.

We have engaged affiliates of our Manager to provide various services noted below. The following table details the costs

incurred (refunded) for these services ($ in thousands):

	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
BTIG, LLC(1)	$—	$—	$—	$40
Gryphon Mutual Property Americas IC(2)	601	85	1,148	85
Blackstone internal audit services	(111)	24	—	48
Lexington National Land Services(3)	46	—	46	—
Blackstone Securities Partners L.P.(4)	79	—	79	—
Total	$615	$109	$1,273	$173

(1)Affiliates of our Manager own an interest in the controlling entity of BTIG, LLC, or BTIG. BTIG has been engaged

as a broker for repurchases of our Senior Secured Notes and Convertible Notes. During the six months ended

June 30, 2025, there was no repurchase activity. During the six months ended June 30, 2024, we repurchased

$26.2 million of our October 2021 Senior Secured Notes utilizing BTIG as a broker. Additionally, we have engaged

BTIG as a sales agent to sell shares of our class A common stock under one of our ATM Agreements. During the six

months ended June 30, 2025 and 2024, we did not sell any shares under our ATM Agreements. Our engagements of

BTIG are on terms equivalent to those of unaffiliated third parties under similar arrangements.

(2)In the first quarter of 2024, in order to provide insurance for our REO assets, we became a member of Gryphon

Mutual Property Americas IC, or Gryphon, a captive insurance company owned by us and other Blackstone-advised

investment vehicles. A Blackstone affiliate provides oversight and advisory services to Gryphon and receives fees

based on a percentage of premiums paid for such policies. The fees and expenses of Gryphon, including insurance

premiums and fees paid to its manager, are paid annually and borne by us and the other Blackstone-advised

investment vehicles that are members of Gryphon pro rata based on insurance premiums paid for each party’s

respective properties. During the six months ended June 30, 2025 and 2024, we paid $796,000 and $109,000,

respectively, to Gryphon for insurance costs, inclusive of premiums, capital surplus contributions, taxes, and our pro

rata share of other expenses. Of these amounts, $31,000 and $2,000, respectively, was attributable to the fee paid to

a Blackstone affiliate to provide oversight and management services to Gryphon. The amounts included in the table

above reflect the amortization of the insurance expense over the relevant periods of the respective policies.

(3)Lexington National Land Services, or LNLS, a title agent company owned by Blackstone, acts as an agent for one or

more underwriters in issuing title policies and/or providing support services in connection with investments made by

us, Blackstone and their affiliates and related parties, and third-parties. LNLS focuses on transactions in rate-

regulated states where the cost of title insurance is non-negotiable. LNLS will not perform services in non-regulated

states for us, unless (i) in the context of a portfolio transaction that includes properties in rate-regulated states, (ii) as

part of a syndicate of title insurance companies where the rate is negotiated by other insurers or their agents, (iii)

when a third-party is paying all or a material portion of the premium or (iv) when providing only support services to

the underwriter. LNLS earns fees, which would have otherwise been paid to third parties, by providing title agency

services and facilitating placement of title insurance with underwriters. Blackstone receives distributions from LNLS

in connection with investments made by us based on its equity interest in LNLS. In each case, there will be no

related expense offset to us.

(4)In the second quarter of 2025, Blackstone Securities Partners L.P., or BSP, an affiliate of our Manager, was engaged

as a member of the syndicate for our B-6 Term Loan. This engagement was on terms equivalent to those of

unaffiliated third parties.

CT Investment Management Co., LLC, or CTIMCO, serves as the special servicer of all of our CLOs, and the Manager

serves as the collateral manager and benchmark agent for our FL5 CLO issued in the first quarter of 2025. As of June 30,

2025, three of our assets were in special servicing under the CLOs. CTIMCO and our Manager have waived any fees that

would be payable to a third party serving in such roles pursuant to the applicable agreements, and no such fees have been

paid or will become payable to CTIMCO or our Manager.

Other Transactions

During the six months ended June 30, 2025, we invested $562.8 million in three senior loans and $93.6 million in three

mezzanine loans to unaffiliated third parties in which Blackstone-advised investment vehicles also invested at the same

level of the capital structure on a pari passu basis.

In the second quarter of 2025, Blackstone-advised investment vehicles acquired an aggregate $83.9 million participation in

our $1.0 billion B-6 Term Loan. In the fourth quarter of 2024, Blackstone-advised investment vehicles acquired (i) an

aggregate $62.5 million participation in our $650.0 million B-5 Term Loan, and (ii) an aggregate $80.0 million of our

$450.0 million December 2024 Senior Secured Notes. All of these transactions were part of broad syndications led by

third-party banks, and were on terms equivalent to those of unaffiliated third parties. BSP, an affiliate of our Manager, was

engaged as a member of the syndicate for these transactions. Our engagements of BSP are on terms equivalent to those of

unaffiliated parties. See “—Affiliate Services” for more information.

In the first quarter of 2025, as part of a broad syndication led by third-party banks, Blackstone-advised investment vehicles

acquired an aggregate $75.0 million of notes in our $1.0 billion FL5 CLO offering. All of these transactions were on terms

equivalent to those of unaffiliated third parties.

In the second quarter of 2025, we entered into our Bank Loan Portfolio Joint Venture with a Blackstone-advised

investment vehicle that acquired a $1.4 billion portfolio of performing commercial mortgage loans. In the fourth quarter of

2024, we entered into our Net Lease Joint Venture with a Blackstone-advised investment vehicle to invest in triple net lease

properties. We do not consolidate our Bank Loan Portfolio Joint Venture or our Net Lease Joint Venture as we do not have

a controlling financial interest. As of June 30, 2025, the aggregate value of our equity investment in our Bank Loan

Portfolio Joint Venture was $55.9 million and our ownership interest was 29%, and the aggregate value of our equity

investment in the Net Lease Joint Venture was $52.2 million and our ownership interest was 75%. We, these joint ventures,

and the Blackstone-advised investment vehicles, together, have engaged and may in the future engage in certain financing,

derivative and/or hedging arrangements related to these joint ventures. See Note 5 for further information.

In the second quarter of 2025, two of our senior loans to borrowers controlled by a Blackstone-advised investment vehicle

were modified. The terms of the modifications (including maturity extensions and additional commitments, among other

changes) were negotiated by our third-party co-lenders. We continue to forgo all non-economic rights under the loans,

including voting rights, so long as the Blackstone-advised investment vehicle controls the applicable borrower.

During the six months ended June 30, 2025, proceeds from four of our loans were used by the unaffiliated third-party

borrowers to repay $554.4 million of performing loans held by Blackstone-advised investment vehicles, and proceeds from

financing provided by Blackstone-advised investment vehicles were used by the unaffiliated third-party borrower to repay

$148.8 million of a performing loan of ours. During the six months ended June 30, 2024, proceeds from a loan held by a

Blackstone-advised investment vehicle were used by the unaffiliated third-party borrower to repay $98.6 million of a

performing loan of ours, and proceeds from the sale of assets to a Blackstone-advised investment vehicle were used by the

unaffiliated third-party borrower to repay $59.0 million of a performing loan of ours to the borrower. These transactions

were initiated by the applicable unaffiliated third-party borrowers with the transaction terms and pricing on market terms.

In the fourth quarter of 2024, pursuant to our Agency Multifamily Lending Partnership, we referred three loans to MTRCC

for origination, where the borrower was a Blackstone-advised investment vehicle. The loan terms and pricing were on

market terms negotiated by MTRCC. Pursuant to our Agency Multifamily Lending Partnership, we received $217,000 of

origination, servicing, and other fees for referring these loans during the fourth quarter of 2024.

In the fourth quarter of 2024, in connection with the modification of one of our senior loans, a Blackstone-advised

investment vehicle purchased a pari passu participation in the loan from a third party at a discount to par.

In the fourth quarter of 2024, the senior lenders negotiated a discounted payoff of a senior loan in which we held an

interest. As part of the discounted payoff, a Blackstone-advised investment vehicle’s mezzanine loan, which had been part

of the total financing, received a small repayment.

In the third quarter of 2024, we acquired $94.4 million of a total $560.0 million senior loan to an unaffiliated third party.

One Blackstone-advised investment vehicle holds a portion of the senior loan and another holds a mezzanine loan. We will

forgo all non-economic rights under our loan, including voting rights, so long as any Blackstone-advised investment

vehicle controls the mezzanine loan. The intercreditor agreement between the senior loan lender and the mezzanine lender

was negotiated on market terms by a third party without our involvement, and our 17% interest in the senior loan was made

on such market terms.

In 2019 and 2021, we acquired an aggregate participation of €350.0 million in a senior loan to a borrower that is partially

owned by a Blackstone-advised investment vehicle. We forgo all non-economic rights under the loan, including voting

rights, so long as the Blackstone-advised investment vehicle controls the borrower. The loan was negotiated by third parties

on market terms without our involvement, and our interest in the senior loan was subject to such market terms. In the third

quarter of 2024, the borrower completed a refinancing transaction involving new lenders and the existing lenders. We

elected to sell €232.0 million of our then remaining €347.0 million loan position to the new lenders at par and extend the

remainder on modified terms. The terms of the modification (which included, among other changes, an extension of the

maturity date, and increase in the interest rate, and additional guarantees) were negotiated by our third-party co-lender.

In the fourth quarter of 2018, we originated £148.7 million of a total £303.5 million senior loan to a borrower that is wholly

owned by a Blackstone-advised investment vehicle. The loan terms were negotiated by our third-party co-lender, and we

will forgo all non-economic rights under the loan, including voting rights, so long as a Blackstone-advised investment

vehicle controls the borrower. In the third quarter of 2024, we agreed to a refinancing transaction pursuant to which

£46.4 million of our £148.7 million participation in an existing £303.5 million loan to a borrower that is wholly owned by a

Blackstone-advised investment vehicle was repaid, and we received a £100.0 million participation in a new loan made to

the same borrower that continues to be controlled by a Blackstone-advised investment vehicle, and the terms of the loan

were modified to include, among other changes, an expanded collateral pool, an extension of the maturity date and an

increase in the interest rate. The transaction, including the terms of the modification, was negotiated by our third-party co-

lender.