BrightSpire Capital, Inc.

Overview

• BrightSpire Capital, Inc. is a Maryland corporation that operates through its consolidated subsidiaries. Its operating company is BrightSpire Capital Operating Company, LLC (OP).
• It is an internally managed commercial real estate (CRE) credit REIT focused on originating, acquiring, financing, and managing a diversified portfolio of CRE debt investments and net leased properties.
• The company elected REIT taxation for U.S. federal income tax purposes beginning with the year ended December 31, 2018.
• Principal executive offices: 590 Madison Avenue, 33rd Floor, New York, NY 10022.

Investment focus and strategy

• Primary focus: CRE senior mortgage loans (CRE debt investments).
• Other targeted investments: mezzanine loans and preferred equity investments, which may include profit participations and may be structured in conjunction with senior mortgages on the same properties.
• Net leased properties: CRE properties with long-term net leases where tenants typically cover operating costs (insurance, utilities, maintenance, real estate taxes). Leases often include fixed rent escalators or rent tied to tenant gross sales.
• Investment objective: preserve and protect shareholder capital while delivering attractive risk‑adjusted returns and potential capital appreciation. Strategy emphasizes flexibility to adapt to economic cycles and to exploit market inefficiencies.
• Reportable segments:
  • Senior and mezzanine loans and preferred equity (target assets)
  • Net leased and other real estate
  • Corporate and other

Target assets and typical structures

• Senior loans: First‑mortgage secured loans on CRE; may include junior participations syndicated to others.
• Mezzanine loans: Structurally subordinated to senior loans; may include equity participation opportunities; may involve intercreditor arrangements.
• Preferred equity: Subordinate to senior/mezzanine loans but senior to common equity; may include equity participation.
• Net leased and other real estate: Direct property investments with long‑term net leases and potential for rent escalations or percentage rent components.
• CRE securities: CMBS, CDOs, CRE CLOs, and related assets, which can carry higher risk and liquidity considerations.
• General risk profile: investments may include distressed assets, participation interests, and exposure to leverage, cash flow volatility, and real estate cyclicality.

Portfolio (as of 12/31/2025)

• Total mortgage financing (portfolio exposure): $382.2 million.

Financing and capital structure

• Financing facilities (as of 12/31/2025):
  • Up to $120 million secured revolving credit facility
  • Up to approximately $2.1 billion in secured revolving repurchase facilities
  • $982.1 million in non‑recourse securitization financing
  • $382.2 million in commercial mortgages
  • $34.1 million in other asset‑level financing structures
• Additional sources may include warehouse facilities, public and private secured/unsecured debt, and equity issuances by the company or subsidiaries.
• Financing approach: aim to match the nature and duration of financing with underlying asset cash flows; the company may use hedges (for example, interest rate swaps or caps) to manage interest rate risk.
• Leverage: the company limits leverage in practice but may employ prudent leverage to enhance returns. Leverage decisions are at management’s discretion and are not subject to stockholder approval.
• Risk considerations: short‑term funding (such as repurchase agreements) can introduce liquidity risk and margin calls; cross‑default provisions may exist across facilities.

REIT and regulatory/tax considerations

• REIT status: the company is committed to maintaining REIT qualification and generally will not be subject to U.S. federal income tax on REIT taxable income distributed to stockholders, provided distribution and asset tests are met.
• Distribution requirement: REITs generally must distribute at least 90% of REIT taxable income (subject to adjustments).
• Asset and income tests: the company observes asset and diversification rules (for example, limits on investments in TRSs and the 75% asset test; 10%/5% thresholds for certain investments) to avoid investment company status.
• TRS (taxable REIT subsidiary) use: the company uses TRSs to hold certain assets and manage tax efficiency, subject to limits and transactional rules that can affect tax outcomes.
• Potential regulatory and tax risks include changes in tax law or SEC guidance that could affect REIT qualification or Investment Company Act exemptions, which may require restructuring of holdings to preserve status.

People and operations

• Employees (as of December 31, 2025): 46 full‑time employees and 1 part‑time employee (total 47).
• Geographic distribution: 27 in New York, NY (headquarters); 16 in Los Angeles, CA; 1 in Florida; 2 in Texas; 1 in Georgia.
• Governance: oversight by a board with independent directors. Key governance documents (corporate governance guidelines, code of conduct, committee charters) are available on the company website.

Cybersecurity and risk management

• The company maintains an enterprise risk management framework with a dedicated Information Security Group and the BrightSpire IT Partner to manage cybersecurity and data protection.
• The Audit Committee and the Board perform annual reviews; the program includes ongoing risk monitoring, incident response planning, and cyber liability insurance coverage.

Further information

• Website: www.brightspire.com
• Public filings and disclosures (including annual reports and Form 10‑K) are available on the company website and the SEC’s website.