BLACKSTONE MORTGAGE TRUST, INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2025 or

Commission file number 1-14788

(Exact name of Registrant as specified in its charter)

345 Park Avenue

New York, New York 10154

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (212)655-0220

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No ☒

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, a 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:

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect

the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of

the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the outstanding class A common stock held by non-affiliates of the registrant was approximately $3.2 billion as of June 30, 2025 (the

last business day of the registrant’s most recently completed second fiscal quarter) based on the closing sale price on the New York Stock Exchange on that date.

As of February 4, 2026, there were 168,738,642 outstanding shares of class A common stock.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this annual report on Form 10-K incorporates information by reference from the registrant’s definitive proxy statement with respect to its 2026 annual

meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year.

Table of Contents

Forward-Looking Information; Risk Factor Summary

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as

amended, or the Exchange Act, which involve certain known and unknown risks and uncertainties. Forward-looking

statements predict or describe our future operations, business plans, business and investment strategies and portfolio

management and the performance of our investments. These forward-looking statements are generally identified by their

use of such terms and phrases as “intend,” “goal,” “estimate,” “expect,” “project,” “projections,” “plans,” “seeks,”

“anticipates,” “will,” “should,” “could,” “may,” “designed to,” “foreseeable future,” “believe,” “scheduled” and similar

expressions. Our actual results or outcomes may differ materially from those anticipated. You are cautioned not to place

undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We assume

no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future

events or otherwise, except as required by law.

Our actual results may differ significantly from any results expressed or implied by these forward-looking statements. A

summary of the principal risk factors that make investing in our securities risky and might cause our actual results to differ

is set forth below. The following is only a summary of the principal risks that may materially adversely affect our business,

financial condition, results of operations and cash flows. This summary should be read in conjunction with the more

complete discussion of the risk factors we face, which are set forth in the section entitled “Risk Factors” in this report.

•Fluctuations in interest rates and credit spreads have reduced and in the future could reduce our ability to generate

income on our loans and other investments, which could lead to a significant decrease in our results of operations,

cash flows and the market value of our investments and may limit our ability to pay dividends to our stockholders.

•Adverse changes in the real estate and real estate capital markets, in North America, Europe, and Australia in

particular, could negatively impact our performance by making it more difficult for borrowers and tenants to

satisfy their debt and lease obligations, which could result in losses on our investments and/or make it more

difficult for us to generate consistent or attractive risk-adjusted returns.

•Our results of operations, financial condition, liquidity position, and business could be materially adversely

affected if we experience (i) difficulty accessing funding or raising capital, including due to a significant

dislocation in or weakness in the capital markets, (ii) a reduction in the yield on our investments, (iii) an increase

in the cost of our financing, (iv) an inability to borrow incremental amounts or an obligation to repay amounts

under our financing arrangements, or (v) defaults by borrowers in paying debt service on outstanding loans.

•Events giving rise to increases in our current expected credit loss reserve, including the impact of the current

economic environment, have had an adverse effect on our business and results of operations and could in the

future have a material adverse effect on our business, financial condition and results of operations.

•If we are unable to successfully integrate new assets or businesses and manage our growth, our results of

operations and financial condition may suffer.

•We have in the past and may in the future foreclose on certain of the loans we originate or acquire, which could

result in losses that negatively impact our results of operations and financial condition.

•We are subject to risks inherent in the ownership and operation of real estate.

•Our lending and investment activities subject us to the general political, economic, capital markets, competitive

and other conditions in the United States and foreign jurisdictions where we invest, including with respect to any

events that markedly impact United States or foreign financial markets.

•Adverse legislative or regulatory developments, including with respect to tax laws, securities laws, and the laws

governing financial and lending institutions, could increase our cost of doing business and/or reduce our operating

flexibility and the price of our class A common stock.

•Acts of God such as hurricanes, earthquakes, floods and other natural disasters, pandemics or outbreaks of

infectious disease, acts of war and/or terrorism and other events that can markedly impact financial markets may

cause unanticipated and uninsured performance declines and/or losses to us or the owners and operators of the real

estate securing our investments.

•Deterioration in the performance of properties securing our investments may cause deterioration in the

performance of our investments, instances of default or foreclosure on such properties and, potentially, principal

losses to us.

•Adverse developments in the availability of desirable investment opportunities whether they are due to

competition, regulation or otherwise, could adversely affect our results of operations.

•Increased competition from entities engaged in mortgage lending and/or investing in assets similar to ours may

limit our ability to originate or acquire desirable loans and investments or dispose of investments, and could also

affect the yields of these investments and have a material adverse effect on our business, financial condition and

results of operations.

•Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance

on joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners.

•We are subject to conflicts of interest, or conflicting loyalties, arising out of our relationship with Blackstone and

these conflicts may not be identified or resolved in a manner favorable to us.

•We compete with and enter into transactions with existing and future private and public investment vehicles

established and/or managed by Blackstone or its affiliates, which may present various conflicts of interest that

restrict our ability to pursue certain investment opportunities or take other actions that are beneficial to our

business and/or result in decisions that are not in the best interests of our stockholders.

•Loans or investments involving international real estate-related assets are subject to special risks that we may not

manage effectively, including currency exchange risk, the burdens of complying with international regulatory

requirements, risks related to taxation and certain economic and political risks, which could have a material

adverse effect on our results of operations and financial condition and our ability to make distributions to our

•If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face

a substantial tax liability. Our taxable REIT subsidiaries are subject to income tax.

•If we do not maintain our exclusion from registration under the Investment Company Act of 1940, as amended, or

the Investment Company Act, we will be subject to significant regulation and restrictions on our business and

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee

future results, levels of activity, performance, or achievements. We caution you not to place undue reliance on these

forward-looking statements. All written and oral forward-looking statements attributable to us or persons acting on our

behalf are qualified in their entirety by these cautionary statements. Moreover, unless we are required by law to update

these statements, we will not necessarily update or revise any forward-looking statements included or incorporated by

reference in this Annual Report after the date hereof, either to conform them to actual results or to changes in our

expectations. We urge you to carefully consider the foregoing summary together with the risks discussed in Part I., Item

1A. Risk Factors and Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations.

Website Disclosure

We use our website (www.blackstonemortgagetrust.com) as a channel of distribution of company information. The

information we post through this channel may be deemed material. Accordingly, investors should monitor this channel, in

addition to following our press releases, Securities and Exchange Commission, or SEC, filings and public conference calls,

and webcasts. In addition, you may automatically receive email alerts and other information about Blackstone Mortgage

Trust when you enroll your email address by visiting the “Contact Us and Email Alerts” section of our website athttp://

ir.blackstonemortgagetrust.com. The contents of our website and any alerts are not, however, a part of this report.