Franklin BSP Realty Trust, Inc.
For the period ended Dec 31, 2025. Filed Feb 25, 2026.
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FY2025 · Filed Feb 25, 2026
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Notes to Consolidated Financial Statements
Note 1 - Organization and Business Operations
Franklin BSP Realty Trust, Inc., (the "Company") is a real estate finance company that is organized as a Maryland corporation. The Company has elected to be taxed as a real estate investment trust (a “REIT”) for U.S. federal income tax purposes since 2013. The Company’s operations are organized intotwo business units: (i) Commercial Real Estate Financing, and (ii) Agency Business.
Commercial Real Estate Financing
The Commercial Real Estate Financing unit primarily focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Secondarily, this unit also invests in and asset manages real estate securities, with a historical focus on commercial mortgage-backed securities ("CMBS"), commercial real estate collateralized loan obligation bonds and single asset single borrower bonds (collectively "CMBS bonds"), collateralized debt obligations ("CDOs") and other securities. Through this unit the Company also originates conduit loans which the Company intends to sell through its taxable REIT subsidiary ("TRS") into CMBS securitization transactions, and owns real estate that was either acquired by the Company through foreclosure, deed-in-lieu of foreclosure or that was purchased for investment.
Agency Business
On July 1, 2025, through a wholly owned subsidiary, we acquired NewPoint Holdings JV LLC, which now comprises our Agency Business unit. Through this unit, we originate, sell and service a range of multifamily finance products under programs offered by government-sponsored enterprises (“GSEs”), such as the Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) and by government agencies (“Agencies”), such as the Government National Mortgage Association (“Ginnie Mae”) and the Federal Housing Administration, a division of the U.S. Department of Housing and Urban Development (together with Ginnie Mae, “HUD”). We retain the servicing rights and asset management responsibilities on substantially all loans we originate and sell under the GSE and HUD programs. We are an approved Fannie Mae Delegated Underwriting and Servicing (“DUS”) lender, a Freddie Mac Program Plus Seller/Servicer, a Multifamily Accelerated Processing (“MAP”) and Section 232 LEAN lender for HUD and a Ginnie Mae issuer. Additionally, the Company services external portfolios of commercial real estate financing products.
Structure
The Company believes that it has qualified as a REIT since 2013 and intends to continue to meet the requirements for qualification and taxation as a REIT. As of December 31, 2025, substantially all of the Company's business is conducted through FBRT OP LLC (the “OP”), a Delaware limited liability company. As of December 31, 2025, the Company is the managing member of the OP and directly or indirectly holds 91% of the common units of membership interest in the OP. In addition, the Company, through subsidiaries which are treated as taxable REIT subsidiaries (“TRS”), is indirectly subject to U.S. federal, state and local income taxes.
The Company is externally-managed by Benefit Street Partners L.L.C. (the "Advisor") pursuant to an advisory agreement, as amended on August 18, 2021 (the "Advisory Agreement"). Established in 2008, the Advisor's credit platform manages funds for institutions and high-net-worth investors across various credit funds and complementary strategies including high yield, levered loans, private/opportunistic debt, liquid credit, structured credit and commercial real estate debt. These strategies complement each other as they all leverage the sourcing, analytical, compliance, and operational capabilities that encompass the platform. The Advisor manages the Company's affairs on a day-to-day basis. The Advisor receives compensation fees and reimbursements for services related to the investment and management of the Company's assets and the operations of the Company. The Advisor is a wholly-owned subsidiary of Franklin Resources, Inc., which together with its various subsidiaries operates as "Franklin Templeton.”
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting
The Company's consolidated financial statements and related footnotes have been prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the requirements for reporting on Form 10-K and Regulation S-X, as appropriate.
Reclassifications
Certain prior year balances have been reclassified in order to conform to the current period presentation.
For the year ended December 31, 2024 and 2023, $222.8 million and $870.0 million, of Borrowings on repurchase agreements - real estate securitiesand $160.3 million and $1,136.0 million of Repayments of repurchase agreements - real estate securities were combined to be presented as a net result in Net borrowings (paydowns) on repurchase agreements - real estate securities, less than 90 days maturity in the consolidated statements of cash flows.
For the year ended December 31, 2024 $1.3 million was reclassified from Intangible lease liability, held for saleto Other Liabilitieson the consolidated balance sheets.
For the year ended December 31, 2024 $10.4 million was reclassified from Accrued Expenses and Accounts Payable to Other Liabilitieson the consolidated balance sheets.
For the years ended December 31, 2024 and 2023 $13.1 million, and $3.9 million, respectively, was reclassified from Realized gain/(loss) on sale of commercial mortgage loans, held for sale, measured at fair valueto Gain/(loss) on sales, including fee-based services, neton the consolidated statements of operations.
For the years ended December 31, 2024 and 2023, Unrealized gain/(loss) on derivativesand Realized gain/(loss) on derivatives were combined and reclassified to Gain/(loss) on derivatives, resulting in net $0.2 million, and $0.9 million, respectively, being reclassified on the consolidated statements of operations.
Use of Estimates
GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reported periods. Changes in the economic environment, financial markets and any other parameters used in determining these estimates could cause actual results to differ materially.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the OP, and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members, as well as whether the entity is a variable interest entity ("VIE") for which the Company is the primary beneficiary.
The Company has determined the OP is a VIE of which the Company is the primary beneficiary. Substantially all of the Company's assets and liabilities are held by the OP.
The Company consolidates all entities that it controls through either majority ownership or voting rights. In addition, the Company consolidates all VIEs of which the Company is considered the primary beneficiary. VIEs are entities in which equity investors (i) do not have the characteristics of a controlling financial interest and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The entity that consolidates a VIE is its primary beneficiary and is generally the entity with (i) the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIE or the obligation to absorb losses of the VIE that could be significant to the VIE. Non-controlling interest represents the equity of consolidated joint ventures that are not owned by the Company.
The accompanying consolidated financial statements include the accounts of collateralized loan obligations ("CLOs") issued and securitized by wholly owned subsidiaries of the Company. The Company has determined the CLOs are VIEs of which the Company's subsidiary is the primary beneficiary. The assets and liabilities of the CLOs are consolidated in the accompanying consolidated balance sheets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, Consolidation.
Acquisition Expenses
For commercial mortgage loans, held for investment the Company capitalizes certain direct costs relating to loan origination activities. The cost is amortized over the life of the loan and recognized in Interest income in the consolidated statements of operations. Acquisition expenses paid on future funding amounts are expensed within the Acquisition expenses in the consolidated statements of operations.
Cash and Cash Equivalents
Cash consists of amounts deposited with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit. Cash equivalents include short-term, liquid investments in money market funds with original maturities of 90 days or less when purchased. Cash and cash equivalent balances may, at a limited number of banks and financial institutions, exceed insurable amounts. The Company believes it mitigates risk by investing in or through major financial institutions and primarily in funds that are currently U.S. federal government insured up to applicable account limits.
Restricted Cash
Restricted cash primarily consists of cash pledged as margin on repurchase agreements and derivative transactions, the duration of which generally matches the duration of the related repurchase agreements or derivative transactions, and cash reserves that are a requirement of Fannie Mae Delegated Underwriting and Servicing (DUS) program.
Investment Securities, held to maturity
Investment securities, held to maturity, consist of U.S. Treasury securities. These investment securities are pledged as collateral to satisfy reserve requirements of the Fannie Mae DUS program. The Company classifies these debt securities as held-to-maturity (“HTM”). HTM debt securities are those debt securities in which the Company has the ability and intent to hold the security until maturity. HTM debt securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts, less allowance for credit losses. The Company includes accrued interest as part of the HTM debt security amortized cost basis.
Commercial Mortgage Loans
Held for Investment -Commercial mortgage loans that are held for investment purposes and are anticipated to be held until maturity, are carried at cost, net of unamortized acquisition expenses, discounts or premiums and unfunded commitments. Commercial mortgage loans, held for investment purposes, are carried at amortized cost less an allowance for credit losses. Interest income is recorded on the accrual basis and related discounts, premiums and acquisition expenses on investments are amortized over the life of the investment using the effective interest method. Amortization or accretion is reflected as an adjustment to interest income in the consolidated statements of operations. Guaranteed loan commitment fees payable by the borrower upon maturity are accreted over the life of the investment using the effective interest rate method. The accretion of guaranteed loan commitment fees is recognized in Interest income in the consolidated statements of operations.
Held for Sale -Commercial mortgage loans that are intended to be sold in the foreseeable future are reported as held for sale and are recorded at the lower of cost or fair value with changes recorded through the statements of operations. Unamortized loan origination costs for commercial mortgage loans held for sale that are carried at the lower of cost or fair value are capitalized as part of the carrying value of the loans and recognized upon the sale of such loans. Amortization of origination costs ceases upon transfer of commercial mortgage loans to held for sale.
Held for Sale, Measured at Fair Value - The fair value option provides an option to irrevocably elect fair value as an alternative measurement for selected financial assets, financial liabilities, and written loan commitments. The Company has elected to measure commercial mortgage loans held for sale in the Company's Agency and Conduit business under the fair value option. These commercial mortgage loans are included in Commercial mortgage loans, held for sale, measured at fair value in the consolidated balance sheets. Interest income received on these loans is recorded on the accrual basis of accounting and is included in Interest income in the consolidated statements of operations. Costs to originate these investments are expensed when incurred.
For loans issued to GSE's and Agencies (“Agency Loans”), the Company also retains the rights to service the loans ("MSRs"), and receives fees for such servicing during the life of the loans, which generally last seven years or more. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the adjusted value of the related mortgage loans sold.
Sales of Agency Loans are considered transfers of financial assets, which are accounted for as sales when control over the assets have been transferred. The criteria for control to be transferred are (1) the assets have been isolated, put presumptively beyond the reach of the Company, even in bankruptcy, (2) the transferee has the right to pledge or exchange the transferred financial assets, and (3) the Company does not maintain effective control over the transferred financial assets. The Company has determined that all loans sold have met these specific conditions.
Mortgage Servicing Rights, net
The Company originates, sells, and services multifamily, healthcare, and senior-living related loans under programs offered by government and government-sponsored enterprises. These loans are generally held for short periods and minimal interest income is earned from these activities. Instead, the Company receives origination fees when it closes the loans and sale premiums when it sells the loans. Upon sale, the Company typically retains the MSRs and earns servicing fees over the life of the loans, which often extend seven years or longer.
When the Company commits to originate a loan with a borrower and sell it to an investor, income for the related MSR is recognized as a derivative asset. The asset is recognized at fair value based on the discounted expected net cash flows associated with the servicing of the loan. Once funded, the holding period for mortgage loans originated by the Company is approximately 30 days. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the adjusted value of the related mortgage loans sold. Once sold, the Company retains the servicing rights and the value allocated to the associated MSR is reclassed and capitalized as an individual originated MSR ("OMSR") asset on the consolidated balance sheets. The Company utilizes the amortization method to account for MSRs, under which the MSRs are amortized over the period of net servicing income or loss. Amortization of MSRs is recorded as a reduction of Servicing revenues, net in the consolidated statements of operations.
MSRs are initially recorded at fair value and subsequently carried at amortized cost. The following assumptions were used in estimating the fair value of the capitalized MSRs:
Discount Rate: We used discount rates ranging from 8% to 14%, representing a weighted average discount rate of 10%, based on management's best estimate of the market to determine the present value of MSRs.
Servicing Cost: The difference between estimated future cash flows and future cost to service a loan by a market participant for the estimated life of the MSR.
Estimated Life: Estimated MSR life is based on stated yield-maintenance or prepayment-protection terms of the underlying loans.
The fair value of MSRs from loans we originate and sell are estimated considering market prices for similar MSRs, when available, and by estimating the present value of the future net cash flows of the capitalized MSRs, net of adequate compensation for servicing. Adequate compensation is based on the market rate of similar servicing contracts.
The MSR portfolio is evaluated for impairment at each reporting period by comparing the aggregate carrying amount of the MSRs to their aggregate fair value. For purposes of impairment evaluation, the MSRs are stratified based on the predominant risk characteristics of the underlying loans, which the Company has identified as loan type, and prepayment or default behavior, which vary by Agency. If the carrying value of an MSRs strata exceeds fair value, a valuation allowance is established. The Company utilizes an independent third-party valuation expert to assist in determining the estimated fair value of our MSR portfolio on a quarterly basis.
The Company writes off MSRs related to loans that were repaid prior to their expected maturity and loans that are determined to be unrecoverable. The write-off is recorded as a direct, permanent, reduction to the carrying value of MSRs and is included as a component of Servicing revenue, net in the consolidated statements of operations.
Revenue Recognition
Interest income is accrued based on the actual coupon rate adjusted for accretion of any purchase discounts, the amortization of any purchase premiums and the accretion of any deferred fees, in accordance with GAAP. The Company may place loans as non-performing when the loan becomes 90 days past due or there is reasonable doubt about collection. When a loan is designated as non-performing status and put on non-accrual or cost recovery status, interest is only recorded as interest income or applied against the amortized cost basis of the loan, respectively, when received. A loan may be placed back on accrual status if we determine it is probable that we will collect all payments which are contractually due.
Revenue from real estate owned represents income associated with the operations of commercial real estate properties, primarily base rent and reimbursements from property operating expenses. We recognize fixed rental income on a straight line basis over the non-cancelable lease term. Income for these activities is recognized when collection is reasonably assured and as the services under the arrangement have been provided.
Servicing Fees, net
Servicing fees are earned for servicing mortgage loans, including all activities related to servicing the loans, and are recognized as services are provided over the life of the related mortgage loan. Servicing fees include the net fees earned on borrower prepayment penalties, other ancillary fees, and any write-offs related to loans repaid prior to their expected maturity.
Gain on sales, including fee-based service, net
Gains on sales include loan origination fees, gain on the sale of loans, changes to the fair value of mortgage loans held for sale and derivative financial instruments attributable to the loan commitments and forward sale commitments, and other miscellaneous loan fees. Loan origination fees and gain on the sale of loans originated are recognized when the Company commits to make a loan to a borrower.
Goodwill and Other Intangible Assets
The Company typically uses independent third party valuation specialists to assist us in estimating the fair value and estimated useful lives of intangible assets.
The Company has intangible assets consisting of both finite and indefinite lived intangibles. Finite lived intangibles include above-market and below-market in-place leases, developed technology, and non-compete agreements. Indefinite lived intangibles include agency licenses.
Intangible lease assets or liabilities related to above-market and below-market in-place leases are recorded based on the present value of the difference between the contractual rent amounts and management’s estimate of market rates measured over a period equal to the remaining terms of the leases, including lease renewals where applicable. Key assumptions in the estimated fair values of in-place leases includes estimated direct costs to obtain the "in place" tenant, such as commissions and tenant improvements, and opportunity costs associated with lost rentals, which are calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease.
Developed technology intangible assets are recorded based on the cost the Company would incur in rebuilding the technology. Key assumptions include the costs to replace the technology plus the developer's profit and entrepreneurial incentive.
Non-compete intangible assets are recorded based on the present value of the projected revenue differences tied to such arrangement. Key assumptions in calculating the value of such intangible asset include projected revenue, the selected discount rate, and the terms of the agreement.
The Company's agency licenses are deemed to have an indefinite life due to their continuous economic value. The key assumptions in the determination of the value of the licenses include the projected revenue and servicing fees, the selected discount rate, and the time period over which revenue would be generated.
Finite lived intangibles are amortized over their estimated useful lives on a straight-line basis. Intangible assets deemed to have indefinite lives are not amortized and instead are assessed for impairment annually when events or circumstances indicate that the carrying value may be impaired.
Goodwill represents the excess cost of a business acquisition over the fair value of the net assets acquired. The Company does not amortize goodwill and tests for impairment at least annually. The Company tests for impairment by assessing qualitative factors to determine whether it is more likely than not that the fair value of the Company is less than its carrying amount. Such qualitative factors include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of the Company and other relevant Company specific factors. Key assumptions considered in assessing overall financial performance include, but are not limited to rate lock volume, forecasted or actual EBITDA, forecasted or actual revenue, net cash generated and growth in MSR value.
If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company will perform the goodwill impairment test. A goodwill impairment will be recorded if the carrying value of the Company exceeds its fair value as a result of the goodwill impairment test.
Allowance for Loss Sharing
Mortgage loans originated and sold by the Company to Fannie Mae under the Fannie Mae DUS program are subject to the terms and conditions of the Loss Sharing Addendum to the Multifamily Selling and Servicing Agreement, effective August 1, 2019 and amended effective June 15, 2021. Under the Loss Sharing Agreement, the Company is responsible for absorbing certain losses incurred by Fannie Mae with respect to loans originated under the DUS program. The compensation for this risk of loss is a component of servicing fees on the loan.
When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. On the date the Company commits to make a loan to a borrower, a liability for the current expected credit losses related to the loan is recognized in Allowance for loss sharing on the consolidated balance sheets.
The estimate of expected credit losses is determined based on detailed loan-specific characteristics, including loan-to-value (LTV) ratio, vintage year, loan term, property type, occupancy, and geographic location. The evaluation also considers the financial performance of the borrower, expected payments of principal and interest, as well as qualitative factors, utilizing both internal and external information. This approach incorporates past events, current conditions, and forward-looking information through the use of projected macroeconomic scenarios over reasonable and supportable forecasts.
Subsequent changes (favorable and unfavorable) in expected credit losses each period are recognized immediately in(Provision)/benefit for credit losses in the consolidated statement of operations as allowance for loss sharing expense or a reversal of provision for loss sharing.
Mortgage Loan Repurchase
When a loan is sold under the Fannie Mae DUS and Ginnie Mae programs, the Company retains an option to repurchase individual delinquent loans that meet certain criteria. Loans are considered delinquent when a payment has been missed for four consecutive months. At the Company’s option, and without Fannie Mae’s or Ginnie Mae’s prior authorization, the Company may repurchase the delinquent loan for an amount equal to 100% of the remaining unpaid principal balance of the loan plus applicable interest and the Company’s share of delinquency resolution costs. Under FASB ASC Topic 860, Transfers and Servicing, (“ASC 860”), once the Company has the unilateral ability to repurchase the delinquent loan and that ability has a more-than-trivial benefit to the Company, the Company is deemed to have regained effective control of the loan and is required to recognize the loan on its consolidated balance sheets with an offsetting liability, regardless of the Company’s intent to repurchase the loan. Historically the Company has not elected the option to repurchase eligible loans.
At December 31, 2025, there were three delinquent Ginnie Mae loans with an unpaid principal balance of $17.9 million eligible to be repurchased by the Company. During the year ended December 31, 2025, the Company did not exercise its option to repurchase any delinquent loans and it is not probable that the Company will be required to repurchase these delinquent loans. Loans meeting the criteria for the repurchase option are included in the Loan repurchase option asset with an offsetting Loan repurchase option liability on the consolidated balance sheets.
Servicing Fee Payable
The Company provides additional payments to certain employees, both current and former, and third-party consultants by providing them with a percentage of the servicing fee revenue that is earned by the Company, which is initially recorded as a liability when the Company commits to make a loan to a borrower (“the servicing fee payable”). The initial fair value of the liability represents the expected net cash payments over the life of the related mortgage loan that are discounted at a rate that reflects the credit and liquidity risk of the related MSR. The Company incurs an expense over the life of each loan as long as the related loan is performing. If a particular loan is not performing, the recipient will not receive any additional compensation on that loan, and if a loss sharing event is triggered, the recipient will not receive any portion of the additional compensation on other loans.
The servicing fee payable to current employees is included within Accrued compensation on the consolidated balance sheets. The initial fair value of the related expense and the changes in the fair value of the servicing fee payable over the life of the related mortgage loan for current employees is included within Compensation and benefits, on a net basis, in the consolidated statement of operations in the period in which the change occurs. The changes in the fair value of the servicing fee payable over the life of the related mortgage loan for former employees and third-party consultants is included within Professional fees, on a net basis, in the consolidated statement of operations in the period in which the change occurs.
Deferred Compensation Plans (Nonqualified)
The nonqualified deferred compensation plans are liability-classified cash based plans that are intended to promote the interest of the Company by creating incentives for employees in the form of long term compensation awards. Awards may be granted annually and generally vest over a period of four years. Certain employees participate in the Deferred Cash Plan (“DC Plan”) and the Profit Incentive Plan provided by the Company.
All long-term incentive (“LTI”) plans attribute expected future benefits to a period of service greater than one year. The Company accrues the cost of such awards issued under the LTI plans over the period of the employee’s service in a systematic and rational manner such that at the end of the period the aggregate amount accrued equals the value of the benefits expected to be provided to the employee in exchange for the employee’s service to that date.
Operating Leases
The Company's lease portfolio primarily contains real estate operating leases, which are accounted for in accordance with Topic 842, Leases. The Company determines if an arrangement is or contains a lease at contract inception. When a lease exists, The Company records a right-of-use ("ROU") asset and lease liability, which are initially recognized based on the discounted future lease payments over the term of the lease. Variable lease payments are not included in the measurement of ROU assets and lease liabilities.
As the rate implicit in the Company's leases is not easily determinable, the Company’s applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments. Tenant improvement allowances are netted against the associated ROU asset and accreted over the leasehold period.
Our leases generally include options to extend or terminate use of the underlying assets. These options are included in the lease term used to determine ROU assets and lease liability when The Company is reasonably certain they will be exercised.
The Company elected the practical expedient related to lease and non-lease components, which allows a lessee to not separate non-lease from lease components and instead account for consideration paid in a contract as a single lease component.
Operating lease expense is recognized on a straight-line basis over the lease term with the expense recorded in Other expensesthe consolidated statements of operations.
Real estate owned
The Company classifies its real estate owned as long-lived assets held for investment or as long-lived assets held for sale. Held for investment assets are stated at cost, as adjusted for any impairment loss, less accumulated depreciation. Held for sale assets are stated at fair value, less costs to sell.
The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate and related intangible assets may not be recoverable. When indicators of potential impairment are present, management assesses whether the respective carrying values will be recovered from the undiscounted future operating cash flows expected from the use of the asset and its eventual disposition for assets held for use, or from the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts such assets to the respective estimated fair values and recognizes an impairment loss. Estimated fair values are calculated based on the following information, depending upon availability, in order of preference: (i) recent market prices from third-party purchasers (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated sales value (which is based on key assumptions such as estimated market rents, lease-up periods, estimated lease terms, and capitalization and discount rates) less estimated selling costs.
Real estate owned, held for investment -Amounts capitalized to real estate owned, held for investment consist of the cost of acquisition or construction, any tenant improvements or major improvements, betterments that extend the useful life of the related asset, and transaction costs associated with the acquisition of the asset. All repairs and maintenance are expensed as incurred. Additionally, the Company capitalizes interest while the development, or redevelopment, of a real estate owned asset is in progress. No developments or redevelopments of real estate owned assets are in progress as of December 31, 2025.
The Company’s real estate owned, held for investment assets are depreciated or amortized using the straight-line method over the following useful lives:
| Building | 40 years |
|---|---|
| Furniture, fixtures, and equipment | 15 years |
| Site Improvements | 5 - 25 years |
| Intangible Lease Assets and Liabilities | Lease Term |
Real estate owned, held for sale -Real estate owned is classified as held for sale in the period in which the following six criteria under ASC Topic 360, "Property, Plant, and Equipment" are met: (i) we commit to a plan and have the authority to sell the asset; (ii) the asset is available for sale in its current condition; (iii) we have initiated an active marketing plan to locate a buyer for the asset; (iv) the sale of the asset is both probable and expected to qualify for full sales recognition within a period of 12 months; (v) the asset is being actively marketed for sale at a price that is reflective of its current fair value; and (vi) we do not anticipate changes to our plan to sell the asset. Held for sale assets are carried at the lower of depreciated cost or estimated fair value, less estimated costs to sell.
Real estate owned assets are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be accrued. Upon the disposition of a real estate owned asset, the Company calculates realized gains and losses as net proceeds received less the carrying value of the real estate owned asset. Net proceeds received are net of direct selling costs associated with the disposition of the real estate owned asset.
Intangible Lease Assets and Liabilities of Acquired Properties
The estimated fair values of above-market and below-market in-place leases are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of market rates for the corresponding in-place leases, measured over a period equal to the remaining terms of the leases, taking into consideration the probability of renewals for any below-market leases. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and amortized as an adjustment to rental revenues over the remaining terms of the respective leases.
The estimated fair values of in-place leases include an estimate of the direct costs associated with obtaining the acquired or "in place" tenant and estimates of opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease. The amount capitalized as direct costs associated with obtaining a tenant include commissions, tenant improvements, and other direct costs and are estimated based on management’s consideration of current market costs to execute a similar lease. These direct lease origination costs are included in deferred lease costs in the accompanying consolidated balance sheets and are amortized over the remaining terms of the respective leases. The value of opportunity costs is calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. These lease intangibles are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized over the remaining terms of the respective leases.
Credit Losses
The allowance for credit losses, required under ASU 2016-13, is deducted from the amortized cost basis of loans that are held-to-maturity in the consolidated balance sheets.
General allowance for credit losses
The general allowance for credit losses for the Company’s financial instruments carried at amortized cost and off-balance sheet credit exposures, such as loans held for investment and unfunded loan commitments represents a lifetime estimate of expected credit losses. Factors considered by the Company when determining the general provision for credit losses reserve include loan-specific characteristics such as loan-to-value (“LTV”) ratio, vintage year, loan term, property type, occupancy and geographic location, financial performance of the borrower, expected payments of principal and interest, as well as internal or external information relating to past events, current conditions and forward looking information through the use of projected macroeconomic scenarios over the reasonable and supportable forecasts.
The general allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist for multiple financial instruments. If similar risk characteristics do not exist, the Company measures the general allowance for credit losses on an individual instrument basis. The determination of whether a particular financial instrument should be included in a pool can change over time. If a financial asset’s risk characteristics change, the Company evaluates whether it is appropriate to continue to keep the financial instrument in its existing pool or evaluate it individually.
In measuring the general allowance for credit losses for financial instruments such as loans held for investment and unfunded loan commitments that share similar risk characteristics, the Company primarily applies a probability of default (“PD”)/loss given default (“LGD”) model for instruments that are collectively assessed, whereby the allowance for credit losses is calculated as the product of PD, LGD and exposure at default (“EAD”) estimates. The Company’s model to determine the general allowance for credit losses principally utilizes historical loss rates derived from a commercial mortgage backed securities database with historical losses from 2002 to 2021 provided by a reputable third party, forecasting the loss parameters based on a projected macroeconomic scenario using a probability-based statistical approach over a reasonable and supportable forecast period of twelve months, followed by an immediate reversion to average historical losses.
Specific allowance for credit losses
For financial instruments where the borrower is experiencing financial difficulty based on the Company’s assessment at the reporting date and the repayment is expected to be provided substantially through the operation or sale of the collateral, the Company may elect to use as a practical expedient the fair value of the collateral at the reporting date when determining the provision for credit losses.
For loans held for investment which the Company identifies reasonable doubt as to whether the collection of contractual components can be satisfied, a loan specific allowance for credit losses analysis is performed. Determining whether a specific allowance for credit losses for a loan is required entails significant judgment from management and is based on several factors including (i) the underlying collateral performance, (ii) discussions with the borrower, (iii) borrower events of default, and (iv) other facts that impact the borrower’s ability to pay the contractual amounts due under the terms of the loan. If a loan is determined to have a specific allowance for credit losses, the specific allowance for credit losses is recorded as a component of our Current Expected Credit Loss ("CECL") reserve by applying the practical expedient for collateral dependent loans. The CECL reserve is assessed on an individual basis for such loans by comparing the estimated fair value of the underlying collateral, less costs to sell, to the book value of the respective loan. The estimated fair value of the underlying collateral requires judgments, which may include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plans, loan sponsorship, actions of other lenders, and other factors deemed relevant by the Company. Actual losses, if any, could ultimately differ materially from these estimates. The Company only expects to write-off specific provisions if and when such amounts are deemed non-recoverable. Non-recoverability is generally determined at the time a loan is settled, or in the case of foreclosure, when the underlying asset is sold. Non-recoverability may also be concluded if, in the Company's determination, it is deemed certain that all amounts due will not be collected. If a loan is determined to be impaired based on the above considerations, management records a write-off through a charge to the allowance for credit losses and the respective loan balance.
Risk Rating
In developing the provision for credit losses for its loans held for investment, the Company performs a comprehensive analysis of its loan portfolio and assigns risk ratings to loans that incorporate management's current judgments about their credit quality based on all known and relevant internal and external factors that may affect collectability, using similar factors as those in developing the provision for credit losses. This methodology results in loans being segmented by risk classification into risk rating categories that are associated with estimated probabilities of default and principal loss. Risk rating categories range from "1" to "5" with "1" representing the lowest risk of loss and "5" representing the highest risk of loss with the ratings updated quarterly. At the time of origination or purchase, loans held for investment are ranked as a “2” and will move accordingly going forward based on the ratings which are defined as follows:
Very Low Risk- Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable.
Low Risk- Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable.
Average Risk- Performing investments requiring closer monitoring. Trends and risk factors show some deterioration.
High Risk/Delinquent/Defaulted/Potential for Loss- Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative.
Impaired/Loss Likely- Underperforming investment with expected loss of interest and some principal.
The Company also considers qualitative and environmental factors, including, but not limited to, economic and business conditions, nature and volume of the loan portfolio, lending terms, volume and severity of past due loans, concentration of credit and changes in the level of such concentrations in its determination of the provision for credit losses.
Changes in the provision for credit losses for the Company’s financial instruments are recorded in(Provision)/benefit for credit losses in the consolidated statements of operations with a corresponding offset to the financial instrument’s amortized cost or as a component of Accounts payable and accrued expenses, in the consolidated balance sheets, for unfunded loan commitments.
The Company has elected to not measure a provision for credit losses for accrued interest receivable as balances are written off in a timely manner when loans, real estate securities or preferred equity investments are designated as non-performing and placed on non-accrual or cost recovery status within 90 days of becoming past due.
Non-performing status
The Company designates loans as non-performing when (i) full payment of principal and coupon interest components become 90-days past due ("non-accrual status") or (ii) the Company has reasonable doubt as to whether the collection of contractual components can be satisfied ("cost recovery status"). When a loan is designated as non-performing and placed on non-accrual status, interest is only recognized as income when payment has been received. Loans designated as non-performing and placed on non-accrual status are removed from their non-performing designation when collection of principal and coupon interest components have been satisfied. When a loan is designated as non-performing and placed on cost recovery status, the cost-recovery method is applied to which receipt of principal or coupon interest is recorded as a reduction to the amortized cost until collection of all contractual components are reasonably assured.
Real Estate Securities
Available For Sale
The Company’s real estate securities are classified as available for sale ("AFS") and carried at fair value. Changes in fair value of available for sale real estate securities are recognized in the consolidated statements of comprehensive income. Related discounts, premiums and acquisition expenses on investments are amortized or accreted over the life of the investment using the effective interest method. Amortization and accretion are reflected as an adjustment to interest income in the consolidated statements of operations. The Company uses the specific identification method in determining the cost relief for real estate securities sold. Realized gains and losses from the sale of available for sale securities are included in the consolidated statements of operations.
AFS real estate securities which have experienced a decline in the fair value below their amortized cost basis (i.e., impairment) are evaluated each reporting period to determine whether the decline in fair value is due to credit-related factors. Any impairment that is not credit-related is recognized in accumulated other comprehensive income, while credit-related impairment is recognized as an allowance in the consolidated balance sheets with a corresponding adjustment in the consolidated statements of operations. If the Company intends to sell an impaired real estate security or more likely than not will be required to sell such a security before recovering its amortized cost basis, the entire impairment amount is recognized in the consolidated statements of operations with a corresponding adjustment to the security’s amortized cost basis.
The Company analyzes the AFS real estate securities portfolio on a periodic basis for credit losses at the individual security level using the same criteria described above for those amortized cost financial assets subject to a provision for credit losses including, but not limited to: performance of the underlying assets in the security, borrower financial resources and investment in collateral, collateral type, credit ratings, project economics and geographic location as well as national and regional economic factors.
The non-credit loss component of the unrealized loss within the Company’s AFS portfolio is recognized as an adjustment to the individual security’s asset balance with an offsetting entry to Accumulated other comprehensive income/(loss) in the consolidated balance sheets.
Equity Method Investments
The Company's investments are accounted for under the equity method when (i) requirements for consolidation are not met, and (ii) we have significant influence over the operations of the investee. Under this method, the investments are initially recorded at cost and subsequently adjusted for the Company's share of net income or loss and cash contributions or distributions made during the reporting period.
Net income or loss is allocated based on the ownership interest that is controlled by the Company. The agreements may designate different percentage allocations among investors for profits and losses; however, our recognition generally follows the entity’s distribution priorities, which may change upon the achievement of certain investment return thresholds.
Equity method investments are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If impairment is identified, a loss is recognized for the amount by which the carrying value exceeds the estimated fair value. Our impairment analyses can include current plans, intended holding periods, and other relevant facts and circumstances that exist at the time the analysis is performed.
Repurchase Agreements
Commercial mortgage loans and real estate securities sold under repurchase agreements have been treated as collateralized financing transactions because the Company maintains effective control over the transferred securities. Commercial mortgage loans and real estate securities financed through repurchase agreements remain in the consolidated balance sheets as an asset and cash received from the purchaser is recorded as a liability. Interest paid in accordance with repurchase agreements is recorded in Interest expense in the consolidated statements of operations.
Deferred Financing Costs
The deferred financing costs related to the Company's various Master Repurchase Agreements as well as certain prepaid subscription costs are included in Prepaid expenses and other assets in the consolidated balance sheets. Deferred financing cost on the Company's CLO are netted against the Company's CLO payable in Collateralized loan obligations in the consolidated balance sheets. Deferred financing costs are amortized over the terms of the respective financing agreement using the effective interest rate method and included in Interest expense in the consolidated statements of operations. Unamortized deferred financing costs are generally realized in Gain/(loss) on other real estate investmentsin the consolidated statements of operations when the associated debt is refinanced or repaid before maturity.
Offering and Related Costs
The Company has from time to time offered, shares of the Company’s common stock or one or more series of its preferred stock, in private placements exempt from the registration requirements of the Securities Act of 1933, as amended. In connection with these offerings, the Company incurred various offering costs. These offering costs include but are not limited to legal, accounting, printing, mailing and filing fees, and diligence expenses of broker-dealers. Offering costs for the common stock are recorded in the Company’s stockholders’ equity. Offering costs for the preferred stock were expensed in the consolidated statement of operations.
Equity Incentive Plan
The Company maintains the Franklin BSP Realty Trust, Inc. 2021 Equity Incentive Plan (the “2021 Incentive Plan”), pursuant to which the Company has granted and may grant in the future, from time to time, equity awards to the Company’s directors, officers and employees, employees of the Advisor and its affiliates, or certain of the Company’s consultants, advisors or other service providers to the Company or an affiliate of the Company. The 2021 Incentive Plan, which is administered by the Compensation Committee of the board of directors, provides for the grant of awards of share options, share appreciation rights, restricted shares, restricted share units, deferred share units, unrestricted shares, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards, long-term incentive plan units and cash bonus awards.
Since 2022, the Company has been issuing annual awards of restricted stock units ("RSUs") under the 2021 Incentive Plan to its officers, and certain other personnel of the Advisor who provide services to the Company. These awards are service-based and vest in equal annual installments beginning on the anniversary of the date of grant over a period ofthree years for RSUs. One share of the Company’s common stock is issued for each RSU that vests. In addition, the Company issues annual awards of restricted stock under the 2021 Incentive Plan to its directors, which vest in full on the earlier of the first anniversary of the grant date and the date immediately prior to the Annual Meeting of Stockholders in the subsequent year, subject to continuing service. The RSUs grant non-forfeitable dividend equivalent rights equal to the cash dividend paid in the ordinary course on a common share to the Company's common shareholders, while holders of restricted stock receive cash dividends in the ordinary course in the same manner as other common shares. Upon termination for any reason, all unvested RSUs and restricted stock will be forfeited by the grantee, who will be given no further rights to such awards. The fair value of the RSUs and restricted stock are expensed over the vesting period and included in Share-based compensation in the consolidated statements of operations.
Distribution Reinvestment Plan
The Company maintains a dividend reinvestment plan ("DRIP") pursuant to which stockholders may reinvest dividends into shares of the Company's common stock. Shares of common stock purchased through the DRIP for dividend reinvestments are supplied either directly by the Company as newly issued shares or via purchases by the DRIP administrator of shares of common stock on the open market, at the Company’s option. If the shares are purchased in the open market, the purchase price is the average price per share of shares purchased; if the shares are purchased directly from the Company, the purchase price is generally the average of the daily high and low sales prices for a share of common stock reported by the NYSE on the dividend payment date authorized by the Company’s board of directors. The Company may suspend, modify or terminate the DRIP at any time in its sole discretion.
Income Taxes
The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a year, it will not be subject to U.S. federal income tax to the extent of the income that it distributes. However, even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on income in addition to U.S. federal income and excise taxes on its undistributed income. The Company, through its TRSs, is indirectly subject to U.S. federal, state and local income taxes. The Company’s TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as C corporations. For financial reporting purposes, the TRSs are consolidated and a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRS. Total income tax (provision)/benefit for the years ended December 31, 2025, 2024, and 2023 were $(3.9) million, $(1.1) million, and $2.8 million, respectively.
The Company uses a more-likely-than-not threshold for recognition and derecognition of tax positions taken or to be taken in a tax return. The Company has assessed its tax positions for all open tax years beginning with December 31, 2017 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.
The Company utilizes the TRSs to reduce the impact of the prohibited transaction tax and to avoid penalty for the holding of assets not qualifying as real estate assets for purposes of the REIT asset tests. Any income associated with a TRS is fully taxable because the TRS is subject to federal and state income taxes as a domestic C corporation based upon its net income.
Derivatives and Hedging Activities
In the normal course of business, the Company is exposed to the effect of interest rate changes and may undertake a strategy to limit these risks through the use of derivatives. The Company uses derivatives primarily to economically hedge against interest rates, CMBS spreads and macro market risk in order to minimize volatility. The Company may use a variety of derivative instruments that are considered conventional, including but not limited to: Treasury note futures and credit derivatives on various indices including CMBX and CDX.
The Company also enters into loan commitments with borrowers on loan originations whereby the interest rate on the prospective loan is determined prior to funding. In general, the Company simultaneously enters into forward sale commitments with investors in order to hedge against the interest rate exposure on loan commitments. The forward sale commitment with the investor locks in the interest rate and price for the sale of the loan. The terms of the loan commitment with the borrower and the forward sale commitment with the investor are matched with the objective of hedging interest rate risk. Loan commitments and forward sale commitments are considered derivative instruments.
The Company recognizes all derivatives on the consolidated balance sheets at fair value. The estimated fair value of loan commitments includes values attributable to loan origination fees, premiums on the sale of loans, the fair value of the MSR, and changes in fair value due to interest rate movements between the date of the rate lock and period end. The estimated fair value of forward sale commitments includes the changes in fair value due to interest rate movements between the rate lock and period end. The Company does not designate derivatives as hedges to qualify for hedge accounting for financial reporting purposes and, therefore, any net payments under, or fluctuations in the fair value of these derivatives have been recognized currently in Unrealized (gain)/loss on derivative instruments and(Gain)/loss on sales, including fee-based servicing, in the accompanying consolidated statements of operations based on the nature of the derivative.
The Company records derivative asset and liability positions on a gross basis with any collateral posted with or received from counterparties recorded separately within restricted cash in the consolidated balance sheets. Certain derivatives that the Company has entered into are subject to master netting agreements with its counterparties, allowing for netting of the same transaction, in the same currency, on the same date.
Per Share Data
The Company’s Series H convertible preferred stock (the"Series H Preferred Stock")and Series I convertible preferred stock (the"Series I Preferred Stock") (when it was outstanding) are each considered a participating security and the Company calculates basic earnings per share using the two-class method. The Company’s dilutive earnings per share calculation is computed using the more dilutive result of the treasury stock method, assuming the participating security is a potential common share, or the two-class method, assuming the participating security is not converted. The Company calculates basic earnings per share by dividing net income applicable to common stock for the period by the weighted-average number of shares of common stock outstanding for that period. Diluted earnings per share reflects the potential dilution that could occur from shares outstanding if potential shares of common stock with a dilutive effect have been issued in connection with the 2021 Incentive Plan or upon conversion of the outstanding shares of the Company’s Series H Preferred Stock and Series I Preferred Stock(when it was outstanding), except when doing so would be anti-dilutive.
Reportable Segments
The Company has determined that it hasfour reportable segments based on how the chief operating decision maker reviews and manages the business. Thefour reporting segments are as follows:
The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgages, subordinate mortgages, mezzanine loans and participations in such loans. The business also focuses on investing in and asset managing real estate securities, historically focusing on CMBS, CMBS bonds, CDO notes, and other securities.
The Agency Business focuses on originating, selling, and servicing loans under programs offered by GSE’s and Agencies, such as Fannie Mae, Freddie Mac, Ginnie Mae, and HUD. Additionally, the business services external portfolios of commercial real estate financing products.
The commercial real estate conduit business, operated through the Company's TRS, is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit. The TRS may also hold certain mezzanine loans that don't qualify as good REIT assets due to any potential loss from foreclosure.
See Note 22 - Segment Reporting for further information regarding the Company's segments.
Redeemable Convertible Preferred Stock
The Company’s outstanding classes of redeemable convertible preferred stock are classified outside of permanent equity in the consolidated balance sheets as they qualify as mezzanine equity given the potential redemption options.
Series H Preferred Stock
The Series H Preferred Stock ranks senior to our common stock and on parity with the Company’s 7.50% Series E Cumulative Redeemable Preferred Stock ("Series E Preferred Stock") with respect to priority in dividends and in the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company. The liquidation preference of each share of Series H Preferred Stock is the greater of (i) $5,000 plus accrued and unpaid dividends, and (ii) the amount that would be received upon a conversion of the Series H Preferred Stock of the common stock.
Dividends on the Series H Preferred Stock, which are typically declared and paid quarterly, accrue at a rate equal to the greater of (i) an annual amount equal to 4.0% of the liquidation preference per share and (ii) the dividends that would have been paid had such share of Series H Preferred Stock been converted into a share of common stock on the first day of such quarter, subject to proration in the event the share of Series H preferred stock is not outstanding for the full quarter. Dividends are paid in arrears. Dividends will accumulate and be cumulative from the most recent date to which dividends had been paid.
On January 20, 2026, the Company, following approval of the sole holder, amended the Articles Supplementary relating to the Series H Preferred Stock to extend the mandatory conversion date for the Series H Preferred Stock, which was set to occur on January 21, 2026, to January 21, 2028. Unless earlier converted, the Series H Preferred Stock will automatically convert into common stock at a rate of 299.2 shares of common stock per share of Series H Preferred Stock (subject to adjustments as described in the Articles Supplementary for the Series H Preferred Stock) on January 21, 2028; provided that the Company and the holder(s) of all of the then outstanding Series H Preferred Stock may mutually agree in writing prior to the mandatory conversion date to one or more one-year extensions of the mandatory conversion date. The holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through December 2027, upon 10 business days’ advance notice to the Company.
Holders of the Series H Preferred Stock (voting as a single class with holders of common stock) are entitled to vote on each matter submitted to a vote of the stockholders of the Company upon which the holders of common stock are entitled to vote. The number of votes applicable to a share of outstanding Series H Preferred Stock will be equal to the number of shares of common stock a share of Series H Preferred Stock could have been converted into as of the record date set for purposes of such stockholder vote (rounded down to the nearest whole number of shares of common stock). In addition, the affirmative vote of the holders of two-thirds of the outstanding shares of Series H Preferred Stock, voting as a single class with other shares of parity preferred stock, is required to approve the issuance of any equity securities senior to the Series H Preferred Stock and to take certain actions materially adverse to the holders of the Series H Preferred Stock.
Series I Preferred Stock
On January 19, 2023, all of the 1,000 outstanding shares of the Series I Preferred Stock converted by their terms into 299.2 shares of common stock per share of Series I Preferred Stock.
Perpetual Preferred Stock—Series E Preferred Stock
The Series E Preferred Stock has no stated maturity and is not subject to any sinking fund or mandatory redemption. The Series E Preferred Stock ranks, with respect to rights to the payment of dividends and the distribution of assets upon its liquidation, dissolution or winding up, senior to the common stock and on a parity with the Series H Preferred Stock. The liquidation preference is $25.00 per share, plus an amount equal to any accumulated and unpaid dividends.
Holders of shares of the Series E Preferred Stock are entitled to receive, when, as and if authorized by our board of directors and declared by the Company, out of funds legally available for the payment of dividends, cumulative cash dividends at the rate of 7.50% of the $25.00 per share liquidation preference per annum (equivalent to $1.875 per annum per share). Dividends on the Series E Preferred Stock are cumulative and payable quarterly in arrears.
Dividends on the Series E Preferred Stock will accumulate whether or not the Company has earnings, whether or not there are funds legally available for the payment of those dividends and whether or not those dividends are declared.
The Company may, at its option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series E Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but not including, the date fixed for redemption. Upon a change of control of the Company, in the event the Company does not redeem the Series E Preferred Stock, a holder of Series E Preferred Stock will have the right to convert to common stock upon the terms set forth in the applicable Articles Supplementary.
The Series E Preferred Stock is listed on the New York Stock Exchange under the symbol “FBRT PRE.”
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” or ASU 2023-09. ASU 2023-09 requires additional disaggregated disclosures on the entity’s effective tax rate reconciliation and additional details on income taxes paid. ASU 2023-09 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. For the year ended December 31, 2025, the Company adopted and implemented the amendments and related disclosure requirements, which were applied prospectively. Refer to Note 24 - Income Taxes for details.
In March 2024, the FASB issued ASU, 2024-01 “Compensation — Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards,” or ASU 2024-01. ASU 2024-01 improves clarity and operability without changing the guidance. ASU 2024-01 is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2024 and early adoption is permitted. For the year ended December 31, 2025, the Company adopted ASU 2024-01 and the adoption did not have a material impact on the Company's consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40). ASU 2024-03 requires disaggregated disclosures of certain categories of expenses that are included on the face of the income statement. The standard is to be adopted prospectively, with the option to apply retrospectively. The Company is currently assessing the impact that ASU 2024-03 will have on the consolidated financial statements.
In September 2025, the FASB issued ASU, 2025-06 “Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40),” or ASU 2025-06. ASU 2025-06 modernizes the accounting for software costs. ASU 2025-06 is effective on a prospective basis, with options for modified transition and retrospective application, for annual periods beginning after December 15, 2027 and early adoption is permitted. The Company is currently assessing the impact that ASU 2025-06 will have on the consolidated financial statements.
Note 3 - Business Combinations
Acquisition of NewPoint
On July 1, 2025 (the “Acquisition Date”), the Company completed the acquisition ("the Transaction") of NewPoint Holdings JV LLC (“NewPoint”), a commercial real estate finance company offering lending solutions nationwide to investors in multifamily, affordable housing, seniors housing, healthcare, and manufactured housing properties.
The Transaction is expected to expand the Company's presence in the multifamily lending sector, with the opportunity to enhance its diversified mortgage finance platform and capitalize on agency capabilities.
The Company purchased 100% of the outstanding equity interests of NewPoint for an aggregate purchase price of $427.8 million, comprised of $336.9 million in cash and $90.9 million of equity, in the form of 8,385,951 Class A units of the OP ("OP Units") issued as consideration. The OP Units were valued based on the closing market price of the Company's common shares on the acquisition date. The Company operates the acquired business through a taxable REIT subsidiary.
The Company accounted for the Transaction as a business combination under the acquisition method of accounting, which requires allocation of the total consideration transferred to the assets acquired and liabilities assumed based on their fair values as of the Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill. Determining the fair value of the assets acquired requires significant judgments, assumptions, and estimates about future events, which the Company believes are reasonable. Use of different estimates and judgments could produce materially different results. The Company may refine such estimates and adjust the assets acquired and liabilities assumed over the measurement period, which will not exceed one year from the Acquisition Date. The following is a preliminary purchase price allocation, which is subject to change as the Company finalizes its analysis over certain items such as intangible assets, MSRs, and other items.
The allocation of the purchase consideration as of July 1, 2025, subject to future measurement period adjustments, is as follows (dollars in thousands):
| Amount | |
|---|---|
| Total Purchase Price | $427,774 |
| ASSETS | |
| Cash and cash equivalents | 25,357 |
| Restricted cash | 14,205 |
| Investment securities, held to maturity | 17,843 |
| Commercial mortgage loans, held for sale, measured at fair value | 422,011 |
| Mortgage servicing rights, net | 211,545 |
| Derivative assets | 4,268 |
| Accrued Interest Receivable | 4,475 |
| Prepaid expenses and other assets | 23,434 |
| Equity method investments | 47,614 |
| Loan repurchase option asset | 13,197 |
| Intangible assets - agency licenses | 72,500 |
| Intangible assets - other | 9,500 |
| Goodwill | 92,048 |
| Total assets acquired | $957,997 |
| Repurchase agreements - commercial mortgage loans | 413,797 |
| Allowance for loss sharing | 23,586 |
| Accrued compensation | 34,650 |
| Interest Payable | 1,154 |
| Loan repurchase option liability | 13,197 |
| Accounts payable and accrued expenses | 15,929 |
| Other liabilities | 27,910 |
| Total liabilities assumed | $530,223 |
| Total purchase consideration | $427,774 |
During the year ended December 31, 2025, the Company made measurement period adjustment resulting in a $1.2 million increase in deferred tax liabilities primarily resulting from adjustments to state deferred taxes.
The purchase price exceeded the estimated fair value of the assets acquired and liabilities assumed and, as a result of the purchase allocation, the Company recorded goodwill of $92.0 million, which has been allocated to the Agency Business segment. The goodwill recognized is attributable primarily to anticipated growth opportunities and synergies resulting from the Transaction, which provides the Company with an expanded presence in the multifamily sector and the ability to originate and service agency mortgage loans. The amount of goodwill expected to be deductible for tax purposes is approximately $61.7 million.
The fair value of the identifiable tangible assets and liabilities acquired in the Transaction approximated their carrying values at the Acquisition Date. The Company used independent third-party valuation specialists to assist in determining the fair value of certain intangible assets acquired and liabilities assumed, which are classified as Level III. Provisional estimates of fair value are established at the time of the acquisition. There are significant estimates used in determining the fair values of certain intangible assets acquired, which consist of mortgage servicing rights, licenses, developed technology, and non-compete agreements.
Mortgage servicing rights: When a mortgage loan is sold, the Company retains the right to service the loan and recognizes the MSR at fair value. The initial fair value represents expected net cash flows from servicing, borrower prepayment penalties, placement fees on escrows, interim cash balances, delinquency rates, late charges and ancillary fees that are discounted at a rate that reflects the credit and liquidity risk of the MSR over the estimated life of the underlying loan. After initial recognition, the MSRs will be amortized using the amortization method.
Licenses: The fair value of the licenses were estimated using a discounted cash flow method, which involves projecting revenue and servicing fees associated with the license, while accounting for related expenses. The significant unobservable input used to discount the future cash flows to present value is the discount rate of 11.5%. These licenses are considered to have indefinite useful lives, reflecting their continuous economic value. Key assumptions are drawn from management’s projections and legal guidance.
Developed technology: The fair value was estimated based on a replacement cost method of the cost approach, which estimates the cost the Company would incur in rebuilding the technology. Under this method, fair value is equal to the replacement cost of the technology plus developer’s profit and entrepreneurial incentive, which are the key assumptions embedded into the valuation. The technology is amortized over five years based upon the estimated economic benefits received.
Non-compete agreements: The fair value of the non-compete agreements were estimated using a discounted cash flow method, which calculates the present value of projected revenue differences attributable to the agreement, adjusted for operating expenses. The significant unobservable input used to discount the future cash flows to present value is the discount rate of 11.5%. Key assumptions are based on management input and the terms of the non-compete agreement. The agreements are amortized over a period of nine to 12 months.
The estimates above directly impact the amount of identified intangible assets recognized and the related amortization expenses in future periods. Intangible assets acquired had a weighted average useful economic life of 2.7 years. As of December 31, 2025, aggregate intangible assets relating to the Transaction of $78.2 million were recorded in Intangible assets, neton the consolidated balance sheets. The Company may record certain measurement period adjustments, which will be made in the period in which the amounts are determined. The current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the Acquisition Date.
For the year ended December 31, 2025, the Company recognized acquisition-related expenses of $3.7 million and $5.1 million in Other Expenses and Professional Fees, respectively, on the consolidated statement of operations.
The Company's consolidated financial statements for the year ended December 31, 2025 include the operations of NewPoint from the Acquisition Date. The following table presents NewPoint's revenue and earnings as reported in the Company's consolidated statement of operations (dollars in thousands):
| Year ended December 31, 2025 | |
|---|---|
| Revenue | $77,337 |
| Net income (loss) attributable to Franklin BSP Realty Trust, Inc. | 12,701 |
Supplemental Pro Forma Combined Information (unaudited)
The following unaudited pro forma combined financial information presents the combined results of operations of the Company, as if the Transaction occurred on January 1, 2024. The unaudited proforma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the Transaction had taken place on the date indicated or of results that may occur in the future (dollars in thousands):
| Year ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Total Income | $334,907 | $333,471 |
| Net income (loss) attributable to Franklin BSP Realty Trust, Inc. | 94,168 | 81,513 |
The unaudited pro forma financial information is based on historical information of the Company and NewPoint, along with certain material, non-recurring pro forma adjustments. The material, non-recurring pro forma adjustments primarily consist of (i) incremental amortization expense based on the preliminary fair values of the intangible assets acquired; (ii) recognition of non-controlling interest to reflect the reclassification of the OP units; (iii) a change in the valuation methodology of mortgaging servicing rights from fair value to the amortization method; (iv) increased provision for credit loss expense due to revised loss estimation methodology, (v) non-recurring transaction costs; and (vi) income tax impact of the aforementioned pro forma adjustments.
Note 4 - Commercial Mortgage Loans, Held for Investment
The following table presents a summary of the Company's commercial mortgage loans, held for investment, carrying values by class (dollars in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Senior loans | $4,376,873 | $4,947,462 |
| Mezzanine loans | 44,563 | 39,288 |
| Total gross carrying value of loans | 4,421,436 | 4,986,750 |
| General allowance for credit losses | 34,196 | 46,865 |
| Specific allowance for credit losses | 4,106 | 31,218 |
| Less: Allowance for credit losses | 38,302 | 78,083 |
| Total commercial mortgage loans, held for investment, net | $4,383,134 | $4,908,667 |
For the years ended December 31, 2025 and 2024, the activity in the Company's commercial mortgage loans, held for investment carrying values, was as follows (dollars in thousands):
| For the Years Ended | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| Amortized cost, beginning of period | $4,986,750 | $5,036,942 |
| Acquisitions and originations | 1,156,575 | 1,908,927 |
| Principal repayments | (1,420,373) | (1,607,977) |
| Dispositions | (35,116) | (33,203) |
| Principal charge-off | (32,860) | (4,801) |
| Deferred fees and other items(1) | (10,304) | (13,326) |
| Amortization/accretion of fees and other items(1) | 9,557 | 9,604 |
| Transfer to real estate owned(2) | (197,396) | (307,546) |
| Transfer to held for sale | (33,909) | — |
| Cost recovery | (1,488) | (1,870) |
| Amortized cost, end of period | $4,421,436 | $4,986,750 |
| Allowance for credit losses, beginning of period | $(78,083) | $(47,175) |
| General (provision)/benefit for credit losses | 12,669 | 310 |
| Specific (provision)/benefit for credit losses | (5,748) | (36,019) |
| Charge offs from specific allowance for credit losses | 32,860 | 4,801 |
| Allowance for credit losses, end of period | $(38,302) | $(78,083) |
| Total commercial mortgage loans, held for investment, net | $4,383,134 | $4,908,667 |
(1)Other items primarily consist of purchase discounts or premiums and deferred origination expenses.
(2)For additional details on properties obtained through foreclosure or deed-in-lieu of foreclosure see Note 5 - Real Estate Owned.
As of December 31, 2025 and 2024, the Company's total commercial mortgage loan, held for investment, portfolio was comprised of 169 and 155 loans, respectively.
Loan Portfolio by Collateral Type and Geographic Region
The following tables presents the composition by loan collateral type and region of the Company's commercial mortgage loans, held for investment, portfolio (dollars in thousands):
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Loan Collateral Type | Par Value | Percentage | Par Value | Percentage |
| Multifamily | $3,434,672 | 77.5% | $3,574,267 | 71.5% |
| Hospitality | 515,144 | 11.6% | 730,590 | 14.6% |
| Industrial | 309,522 | 7.0% | 340,195 | 6.8% |
| Office | 58,259 | 1.3% | 185,303 | 3.7% |
| Retail | 1,986 | —% | 45,613 | 0.9% |
| Other | 115,928 | 2.6% | 123,886 | 2.5% |
| Total | $4,435,511 | 100.0% | $4,999,854 | 100.0% |
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Loan Region | Par Value | Percentage | Par Value | Percentage |
| Southeast | $1,832,831 | 41.4% | $1,945,668 | 38.9% |
| Southwest | 1,431,471 | 32.3% | 1,877,501 | 37.6% |
| Mideast | 348,750 | 7.9% | 304,522 | 6.1% |
| New England | 125,982 | 2.8% | 177,417 | 3.5% |
| Far West | 239,874 | 5.4% | 171,775 | 3.4% |
| Great Lakes | 108,095 | 2.4% | 118,882 | 2.4% |
| Rocky Mountain | 76,180 | 1.7% | 114,425 | 2.3% |
| Various(1) | 272,328 | 6.1% | 289,664 | 5.8% |
| Total | $4,435,511 | 100.0% | $4,999,854 | 100.0% |
(1)Represents loans secured by a portfolio of properties located in various regions of the United States.
Allowance for Credit Losses
The following table presents the changes in the Company's allowance for credit losses for the years ended December 31, 2025 and 2024 (dollars in thousands):
| General Allowance for Credit Losses | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Specific Allowance for Credit Losses · Funded · Unfunded · Total · Total Allowance for Credit Losses | |||||||||||
| December 31, 2023 | $— | $47,175 | $1,133 | $48,308 | $48,308 | ||||||
| Changes: | |||||||||||
| Provision/(Benefit) | 36,019 | (310) | (10) | (320) | 35,699 | ||||||
| Write offs | (4,801) | — | — | — | (4,801) | ||||||
| December 31, 2024 | $31,218 | $46,865 | $1,123 | $47,988 | $79,206 | ||||||
| Changes: | |||||||||||
| Provision/(Benefit) | 5,748 | (12,669) | (827) | (13,496) | (7,748) | ||||||
| Write offs | (32,860) | — | (32,860) | ||||||||
| December 31, 2025 | $4,106 | $34,196 | $296 | $34,492 | $38,598 | ||||||
Specific Allowance for Credit Losses
The Company has elected to apply a practical expedient for collateral dependent assets in which the allowance for credit losses is calculated as the difference between the estimated fair value of the underlying collateral, less estimated cost to sell, and the amortized cost basis of the loan. As such, these loans receivable are measured at fair value on a nonrecurring basis using significant unobservable inputs and are classified as Level 3 assets in the fair value hierarchy. The fair value of the underlying collateral is determined using the market approach, the income approach, or a combination thereof. The significant unobservable input used for the income approach is the exit capitalization rate assumptions, which ranged from 5.00% to 9.25%. The significant unobservable input used for the market approach is the estimated fair value less cost to sell based on a negotiated price from an anticipated buyer.
In March 2021, the Company originated a first mortgage loan with a commitment of $48.5 million secured by an office property in Colorado. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $43.7 million as of December 31, 2024. The Company recorded a specific allowance for credit losses of $26.7 million on this loan for the year ended December 31, 2024. In February 2025, the Company, through deed-in-lieu of foreclosure, acquired the property which is recorded in Real estate owned, held for sale in the consolidated balance sheets. See Note 5 - Real Estate Owned for additional details. The Company charged off the specific allowance for credit losses at the time of the deed-in-lieu of foreclosure.
In November 2021, the Company originated a first mortgage loan with a commitment of $66.7 million secured by a multifamily property in Texas. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $66.7 million as of December 31, 2024. The Company recorded a specific allowance for credit losses of $3.2 million on this loan for the year ended December 31, 2024. In January 2025, the Company, through foreclosure, acquired the property which was subsequently sold in February 2025. See Note 5 - Real Estate Owned for additional details. The Company charged off the specific allowance for credit losses at the time of the foreclosure.
In December 2021, the Company originated a first mortgage loan with a commitment of $23.0 million secured by a multifamily property in Pennsylvania. The loan was identified by management as non-performing and placed on non-accrual status, with an amortized cost of $21.7 million as of December 31, 2025. The Company recorded a specific allowance for credit losses of $2.0 million on this loan as of December 31, 2025.
In May 2022, the Company originated a first mortgage loan with a commitment of $42.3 million secured by a multifamily property in Texas. The loan was identified by management as non-performing and placed on non-accrual status, with an amortized cost of $36.8 million as of March 31, 2025. The Company recorded a specific allowance for credit losses of $0.5 million on this loan as of March 31, 2025, and an additional $1.4 million specific allowance for credit losses in the second quarter as a result of the property's decrease in fair market value. In April 2025, the Company acquired the property through foreclosure, which is recorded in Real estate owned, held for sale in the consolidated balance sheets. See Note 5 - Real Estate Owned for additional details. The Company charged off the specific allowance for credit losses at the time of the foreclosure.
In May 2022, the Company originated a first mortgage loan with a commitment of $32.8 million secured by a multifamily property in Texas. In October 2025, the loan was identified by management as non-performing and placed on non-accrual status, with a specific reserve for credit losses of $1.1 million. In December 2025, the Company, through foreclosure, acquired the property and charged off the specific allowance for credit losses at the time of the foreclosure. See Note 5 - Real Estate Owned for additional details.
In November 2021, the Company originated a first mortgage loan with a commitment of $39.0 million secured by a multifamily property in Arizona. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $36.8 million as of December 31, 2025. The Company recorded a specific allowance for credit losses of $1.2 million on this loan as of December 31, 2025.
In June 2022, the Company originated a first mortgage loan with a commitment of $46.0 million secured by a multifamily property in North Carolina. The loan was identified by management as non-performing and placed on cost recovery status, with an amortized cost of $44.5 million as of December 31, 2025. The Company recorded a specific allowance for credit losses of $0.9 million on this loan as of December 31, 2025.
General Allowance for Credit Losses
The Company recorded a decrease in its general allowance for credit losses during the year ended December 31, 2025 of $13.5 million. The primary driver for the lower reserve balance is due to performance improvement of our portfolio since the end of the prior year. The Company recorded a decrease in its general allowance for credit losses during the year ended December 31, 2024 of $0.3 million. The primary driver for the lower reserve balance was due to portfolio turnover along with a more favorable macro-economic outlook since the end of the prior year. Changes in the provision for credit losses for the Company’s financial instruments are recorded in(Provision)/benefit for credit losses in the consolidated statements of operations with a corresponding offset to the financial instrument’s amortized cost recorded in the consolidated balance sheet, or as a component of Accounts payable and accrued expensesfor unfunded loan commitments.
Past Due Status
The following table presents a summary of the loans amortized cost basis as of December 31, 2025 (dollars in thousands):
| Current | Less than 90 days past due | 90 or more days past due(1) | Total | |
|---|---|---|---|---|
| As of December 31, 2025 | $4,288,728 | $89,897 | $42,811 | $4,421,436 |
(1)Comprised oftwo mortgage loans, one of which was collateralized by an office property and the other by a multifamily property. Both mortgage loans have been designated as non-performing and placed on cost recovery status.
Non-performing Status
The following table presents the amortized cost basis of our non-performing loans as of December 31, 2025 and 2024 (dollars in thousands):
| December 31, 2025 | December 31, 2024 | |
|---|---|---|
| Non-performing loan amortized cost at beginning of year, January 1 | $133,230 | $78,185 |
| Addition of non-performing loan amortized cost | 346,323 | 561,144 |
| Less: Removal of non-performing loan amortized cost | 265,573 | 506,099 |
| Non-performing loan amortized cost at end of period(1) | $213,980 | $133,230 |
(1) As of December 31, 2025 and 2024, the Company hadseven andthree loans, respectively, designated as non-performing. As of December 31, 2025, four non-performing loans were placed on cost recovery status, one of which was collateralized by an office property with no specific allowance for credit losses and the other three by multifamily properties, with a combined specific allowance for credit losses of$4.1 million. As of December 31, 2025, three non-performing loans, collateralized by multifamily properties, were placed on non-accrual status with no specific allowance for credit losses. As of December 31, 2024, thethree non-performing loans were placed on cost recovery status, two of which were collateralized by office properties with a specific allowance for credit losses of $26.7 million and $1.3 million and the other by a multifamily property with a specific allowance for credit losses of $3.2 million.
Loan Credit Characteristics, Quality and Vintage
As part of the Company's process for monitoring the credit quality of its commercial mortgage loans, excluding those held for sale, measured at fair value, it performs a quarterly loan portfolio assessment and assigns risk ratings to each of its loans. The loans are scored on a scale of 1 to 5 as follows:
| Investment Rating | Summary Description |
| 1 | Very Low Risk - Investment exceeding fundamental performance expectations and/or capital gain expected. Trends and risk factors since time of investment are favorable. |
| 2 | Low Risk - Performing consistent with expectations and a full return of principal and interest expected. Trends and risk factors are neutral to favorable. |
| 3 | Average Risk - Performing investments requiring closer monitoring. Trends and risk factors show some deterioration. |
| 4 | High Risk/Delinquent/Defaulted/Potential For Loss - Underperforming investment with the potential of some interest loss but still expecting a positive return on investment. Trends and risk factors are negative. |
| 5 | Impaired/Defaulted/Loss Likely - Underperforming investment with expected loss of interest and some principal. |
All commercial mortgage loans, excluding loans classified as Commercial mortgage loans, held for sale, measured at fair value within the consolidated balance sheets, are assigned an initial risk rating of 2. As of December 31, 2025 and 2024, the weighted average risk rating of loans was 2.4 and 2.3, respectively.
The following tables present the par value and amortized cost of our commercial mortgage loans, held for investment as of December 31, 2025 and 2024, by the Company’s internal risk rating and year of origination (dollars in thousands):
| December 31, 2025 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost by Year of Origination | |||||||||||||||||||
| Risk Rating · Number of Loans · Total Par Value · 2025 · 2024 · 2023 · 2022 · 2021 · Prior · Total Amortized Cost · % of Portfolio | |||||||||||||||||||
| 1 | — | $— | $— | $— | $— | $— | $— | $— | $— | —% | |||||||||
| 2 | 137 | 3,213,933 | 982,678 | 1,175,376 | 322,490 | 387,548 | 313,728 | 20,559 | 3,202,379 | 72.4% | |||||||||
| 3 | 22 | 848,719 | — | 305,158 | 129,792 | 220,090 | 178,500 | 14,756 | 848,296 | 19.2% | |||||||||
| 4 | 6 | 246,682 | — | — | — | 138,889 | 107,790 | — | 246,679 | 5.6% | |||||||||
| 5 | 4 | 126,177 | — | — | — | 44,483 | 58,504 | 21,095 | 124,082 | 2.8% | |||||||||
| Total | 169 | $4,435,511 | $982,678 | $1,480,534 | $452,282 | $791,010 | $658,522 | $56,410 | $4,421,436 | 100.0% | |||||||||
| Allowance for credit losses | (38,302) | ||||||||||||||||||
| Total carrying value, net | $4,383,134 | ||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amortized Cost by Year of Origination | |||||||||||||||||||
| Risk Rating · Number of Loans · Total Par Value · 2024 · 2023 · 2022 · 2021 · 2020 · Prior · Total Amortized Cost · % of Portfolio | |||||||||||||||||||
| 1 | — | $— | $— | $— | $— | $— | $— | $— | $— | —% | |||||||||
| 2 | 124 | 3,803,752 | 1,563,540 | 558,172 | 792,872 | 763,395 | 62,131 | 52,867 | 3,792,977 | 76.1% | |||||||||
| 3 | 27 | 1,004,387 | 79,210 | 88,821 | 262,228 | 515,065 | 42,263 | 16,378 | 1,003,965 | 20.1% | |||||||||
| 4 | 1 | 56,616 | — | — | 56,579 | — | — | — | 56,579 | 1.1% | |||||||||
| 5 | 3 | 135,099 | — | — | — | 110,392 | — | 22,837 | 133,229 | 2.7% | |||||||||
| Total | 155 | $4,999,854 | $1,642,750 | $646,993 | $1,111,679 | $1,388,852 | $104,394 | $92,082 | $4,986,750 | 100.0% | |||||||||
| Allowance for credit losses | (78,083) | ||||||||||||||||||
| Total carrying value, net | $4,908,667 | ||||||||||||||||||
Note 5 - Commercial Mortgage Loans, Held for Sale
Commercial Mortgage Loans, Held for sale, Measured at Fair Value
Our commercial mortgage loans, held for sale, measured at fair value are comprised of both Agency loans and non-Agency loans. Our Agency loans held for sale are typically sold within 60 days of loan origination, while non-Agency loans are generally expected to be sold to third parties or securitized within 180 days of loan origination. The following table shows the aggregate unpaid principal balance and fair value of our mortgage loans, held for sale, measured at fair value (dollars in thousands):
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| Aggregate UPB | Fair Value | Aggregate UPB | Fair Value | |
| Agency loans | $324,162 | $331,218 | $— | $— |
| Non-Agency loans | 29,500 | 29,500 | 87,270 | 87,270 |
| Total commercial mortgage loans, held for sale, measured at fair value | $353,662 | $360,718 | $87,270 | $87,270 |
As of December 31, 2025 and December 31, 2024, respectively, there were no loans that were 90 days or more past due or on a non-accrual status.
Note 6 - Mortgage Servicing Rights
Mortgage Servicing Rights (“MSRs”) represent servicing rights retained by the Company for loans it originates and sells. The servicing fees are collected from the monthly payments made by the borrowers. The Company generally receives other remuneration including rights to various loan fees such as late charges, collateral re-conveyance charges, loan prepayment penalties, and other ancillary fees. In addition, the Company earns placement fees on funds held pending remittance related to its collection of loan principal and escrow balances. As of December 31, 2025, the Company had a servicing portfolio consisting of 1,042 loans with an unpaid principal balance of $21.6 billion for which it owns MSRs.
Activity related to MSRs for the December 31, 2025, was as follows (in thousands):
| Year Ended December 31, 2025 | |
|---|---|
| Beginning balance, as of January 1, 2025 | $— |
| Acquired MSRs at July 1, 2025 | 211,545 |
| Additions | 26,295 |
| Amortization | (19,434) |
| Impairment | (2,590) |
| Prepayments and write-offs | (3,600) |
| Ending balance, as of December 31, 2025 | $212,216 |
The discount rates used to determine the present value of the MSRs, at recognition, were between 8% -14% (representing a weighted average discount rate of 10%) as of December 31, 2025. The weighted average estimated life remaining of the MSRs was 6.4 years as of December 31, 2025.
Contractual servicing fees, including late fees, and ancillary fees were $22.9 million for the year ended December 31, 2025, and are included inservicing fees, net in the consolidated statement of operations. At December 31, 2025, $2.6 million of MSR were considered impaired.
The expected amortization of capitalized MSRs recorded at December 31, 2025 is as follows (in thousands):
| Year | Amortization |
|---|---|
| 2026 | 35,358 |
| 2027 | 29,467 |
| 2028 | 24,557 |
| 2029 | 20,466 |
| 2030 | 17,056 |
| Thereafter | 85,312 |
| Total | $212,216 |
Based on scheduled maturities, actual amortization may vary from these estimates.
Note 7 - Real Estate Securities
Real Estate Securities, Available For Sale, Measured at Fair Value
The following is a summary of the Company's real estate securities, available for sale, measured at fair value as of December 31, 2025 and 2024 (dollars in thousands):
| CMBS Bonds | ||||||
|---|---|---|---|---|---|---|
| Number of Bonds | Benchmark Interest Rate | Weighted Average Interest Rate | Weighted Average Contractual Maturity (years) | Par Value | Fair Value | |
| December 31, 2025 | 10 | 1 Month SOFR | 6.61% | 8.4 | $151,362 | $151,662 |
| December 31, 2024 | 11 | 1 Month SOFR | 7.06% | 9.8 | $203,005 | $202,973 |
The Company classified its CMBS bonds as available for sale and reports them at fair value in the consolidated balance sheets with changes in fair value recorded in Accumulated other comprehensive income/(loss)in the consolidated balance sheets.
The following table shows the amortized cost, unrealized gain/(loss) and fair value of the Company's CMBS bonds by investment type as of December 31, 2025 and 2024 (dollars in thousands):
| Amortized Cost | Unrealized Gain | Unrealized (Loss) | Fair Value | |
|---|---|---|---|---|
| December 31, 2025 | $151,946 | $76 | $(360) | $151,662 |
| December 31, 2024 | $202,894 | $295 | $(216) | $202,973 |
As of December 31, 2025, the Company held 10 CMBS bonds with an amortized cost basis of $151.9 million and a net unrealized loss of $0.3 million, seven of which were held in a gross unrealized loss position of $0.4 million. As of December 31, 2024, the Company held 11 CMBS bonds with an amortized cost basis of $202.9 million and a net unrealized gain of $0.1 million, four of which were held in a gross unrealized loss position of $0.2 million. As of December 31, 2025 and 2024, zero positions had an unrealized loss for a period greater than twelve months. As of December 31, 2025 and 2024, the fair value of the Company's CMBS bonds that were in an unrealized loss position for less than twelve months was $105.9 million and $50.3 million, respectively.
Note 8 - Real Estate Owned
Real Estate Owned, Held for Investment
The following table summarizes the Company's real estate owned, held for investment assets as of December 31, 2025 and 2024 (dollars in thousands):
| As of December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Acquisition Date | Property Type | Primary Location(s) | Land | Building and Improvements | Furniture, Fixtures and Equipment | Accumulated Depreciation | Real Estate Owned, net |
| September 2021(1) | Industrial | Jeffersonville, GA | $3,436 | $84,259 | $2,929 | $(9,783) | $80,841 |
| August 2023 | Office | Portland, OR | 16,479 | 2,065 | — | (120) | 18,424 |
| $19,915 | $86,324 | $2,929 | $(9,903) | $99,265 | |||
See notes below.
| As of December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Acquisition Date | Property Type | Primary Location(s) | Land | Building and Improvements | Furniture, Fixtures and Equipment | Accumulated Depreciation | Real Estate Owned, net |
| September 2021(1) | Industrial | Jeffersonville, GA | $3,436 | $84,259 | $2,928 | $(7,481) | $83,142 |
| August 2023 | Office | Portland, OR | 16,479 | 2,065 | — | (69) | 18,475 |
| October 2023(2) | Multifamily | Lubbock, TX | 1,618 | 10,076 | 185 | (336) | 11,543 |
| $21,533 | $96,400 | $3,113 | $(7,886) | $113,160 | |||
(1) The Company and an affiliate of the Company entered into a joint venture agreement and formed a joint venture entity, Jeffersonville Member, LLC (the “Jeffersonville JV”) to acquire a triple net lease property in Jeffersonville, GA. Refer to Note 18 - Related Party Transactions and Arrangements for details.
(2)The Company reclassified this property from held for investment to held for sale in September 2025.
Depreciation expense for the years ended December 31, 2025 and 2024 totaled $2.5 million and $2.7 million, respectively.
Real Estate Owned, Held for Sale
The following table summarizes the Company's Real estate owned, held for sale assets and liabilities as of December 31, 2025 and 2024 (dollars in thousands):
| Property Type · Primary Location(s) · Assets, Net · Liabilities, Net | ||||
|---|---|---|---|---|
| Retail(1) | Various | $2,980 | $217 | |
| Office(2) | Denver, CO | 17,267 | 1,321 | |
| Multifamily(3) | Various | 180,942 | 3,911 | |
| $201,189 | $5,449 | |||
| Property Type | Primary Location(s) | Assets, Net | Liabilities, Net | |
| Retail(1) | Various | $14,472 | $1,291 | |
| Multifamily(3) | Various | 211,024 | 4,528 | |
| $225,496 | $5,819 | |||
(1)In November 2022, the Company and an affiliate of the Company entered into a joint venture agreement and formed a joint venture entity, BSPRT Walgreens Portfolio, LLC (the “Walgreens JV”) to assume a group of 24 retail properties with various locations throughout the United States (the “Walgreens Portfolio”). Refer to Note 18 - Related Party Transactions and Arrangements. During the year ended December 31, 2025, the Company sold three properties within the Walgreens Portfolio. In addition, the Company received $5.6 million related to settled litigation regarding the Walgreens Portfolio. As a result, the Company recorded a net gain of $3.4 million for the year ended December 31, 2025 related to the legal settlement and property sales included within Gain/(loss) on other real estate investments in the Company's consolidated financial statements of operations. As of December 31, 2025, the Company's real estate owned, held for sale assets includesone remaining retail property in the Walgreens Portfolio.
(2)During the year ended December 31, 2025, the Company obtainedone office property, in Denver, CO, through deed-in-lieu of foreclosure and recognized a net loss of $1.7 million, included within Gain/(loss) on other real estate investments, in the Company's consolidated financial statements of operations related to the foreclosure of this property.
(3)During the year ended December 31, 2025, the Company obtained five multifamily properties, through foreclosure or deed-in-lieu of foreclosure, in various locations throughout the United States and reclassified one property located in Lubbock, Texas from held for investment to held for sale. In addition, the Company soldten multifamily properties within the held for sale portfolio. During the year ended December 31, 2025, the Company recognized a net loss of $5.1 million included within Gain/(loss) on other real estate investments in the Company's consolidated financial statements of operations related to the foreclosure, sales, and fair value write-down of these properties. As of December 31, 2025, the Company's real estate owned, held for sale assets included four multifamily properties that previously collateralized four commercial mortgage loans.
As of December 31, 2025, the Company has designated certain properties included within the real estate owned business segment as held for sale in accordance with ASC 360. The properties are currently being marketed and sales are probable to occur within one year.
Note 9 - Equity Method Investments
55 Riverwalk Aker/BSP Venture LLC - The Company holds a 21.01% interest in 55 Riverwalk Aker/BSP Venture LLC (the "55 Riverwalk JV"), a joint venture that is a mixed-use development property consisting of a multifamily apartment complex and retail shopping stores. The 55 Riverwalk JV was formed on December 20, 2024, where the Company made an initial investment of $13.3 million. The Company has received total distributions of $0.4 million as of December 31, 2025. The equity investment in 55 Riverwalk JV has a carrying value of $13.5 million on the consolidated balance sheets as of December 31, 2025.
Garfield PG JV HoldCo LLC - The Company holds a 28.87% interest in Garfield PG JV HoldCo LLC (the "Garfield JV"), a joint venture that is an industrial property for warehousing and distribution. The Garfield JV was formed on May 22, 2025, where the Company made an initial investment of $9.8 million. The Company has received total distributions of $0.8 million as of December 31, 2025. The equity investment in Garfield JV has a carrying value of $8.6 million on the consolidated balance sheets as of December 31, 2025.
NewPoint JV LLC -Through the acquisition of NewPoint on July 1, 2025, the Company holds a 7.08% ownership interest in NewPoint JV LLC (the “Bridge JV”), a joint venture with the purpose of investing in multifamily bridge loans. The Company has received total distributions of $1.5 million as of December 31, 2025. The Company has a total commitment of $25.0 million which was completely funded as of December 31, 2025. The equity investment in Bridge JV has a carrying value of $24.2 million on the consolidated balance sheets as of December 31, 2025.
NewPoint + MORE Capital Affordable Fund LLC -Through the acquisition of NewPoint on July 1, 2025, the Company holds a 29.34% ownership interest in NewPoint + MORE Capital Affordable Fund LLC (the “Affordable JV”), a joint venture with the purpose of investing in multifamily affordable debt instruments through its subsidiary, NewPoint Impact Fund I LP. The Company has a total capital commitment of $30.0 million to Affordable JV, of which $7.4 million was unfunded as of December 31, 2025. The Company has receivedno distributions as of December 31, 2025. The equity investment in Affordable JV has a carrying value of $25.3 million on the consolidated balance sheets as of December 31, 2025.
The following table provides a summary of the combined financial position of the Company’s equity method investments as of December 31, 2025 (dollars in thousands):
| December 31, 2025 | |
|---|---|
| Total Assets | $1,450,001 |
| Total Liabilities | 918,504 |
| Net Assets/Member's Equity | 531,497 |
The following provides a summary of the combined results of operations of the Company’s equity method of investments for the year-ended December 31, 2025 (dollars in thousands):
| Year Ended December 31, 2025 | |
|---|---|
| Total Revenue/Investment Income | $86,448 |
| Unrealized Gain/(Loss) from Investments | 153 |
| Total Expenses | 63,154 |
| Net Income/(Loss) | 23,447 |
| Net Income/(Loss) attributable to the Company | 3,583 |
Note 10 - Leases
The Company leases office space, classified as operating leases, in the normal course of business at varying lengths through 2033. Leases are negotiated with third parties and, in some instances, contain renewal, expansion and termination options. As of December 31, 2025, the Company recorded ROU assets of $8.4 million andoperating lease liabilities of $10.5 million within Prepaid expenses and other assets andother liabilities, respectively, on the consolidated balance sheets. All lease commencement dates are recorded as of July 1, 2025 in conjunction with the acquisition of NewPoint.
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |
|---|---|---|
| Lease Cost: | ||
| Operating lease cost | $1,226 | $— |
| Variable lease cost | 419 | — |
| Net lease cost | $1,645 | $— |
| Other Information | ||
| Operating cash outflows from operating leases | 1,382 | — |
| Weighted-average remaining lease term | 5.5 | |
| Weighted-average discount rate | 6.7% | |
Operating lease cost is included in Other expenses in the consolidated statement of operations. The discount rate was determined by using the Company's incremental borrowing rate.
The following table shows future minimum payments under the Company's operating leases as of December 31, 2025 (dollars in thousands):
| Future Minimum Payments | December 31, 2025 |
|---|---|
| 2026 | $2,666 |
| 2027 | 2,528 |
| 2028 | 2,381 |
| 2029 | 2,004 |
| 2030 | 804 |
| 2031 and beyond | 2,246 |
| Total Lease Payments | 12,629 |
| Less: imputed interest | (2,116) |
| Total | $10,513 |
Rental Income
Rental income for the years ended December 31, 2025 and 2024 totaled $29.6 million and $22.8 million, respectively. Rental income is included in Revenue from real estate owned in the consolidated statements of operations.
The following table summarizes the Company's schedule of future minimum rents on its real estate owned, held for investment properties, to be received under the leases (dollars in thousands):
| Future Minimum Rents | December 31, 2025 |
|---|---|
| 2026 | $8,936 |
| 2027 | 8,710 |
| 2028 | 8,884 |
| 2029 | 9,062 |
| 2030 | 9,243 |
| 2031 and beyond | 79,083 |
| Total future minimum rent | $123,918 |
Amortization Expense
Intangible lease assets are amortized using the straight-line method over the remaining term of the lease. The weighted average life of the intangible assets as of December 31, 2025 is approximately 12.8 years. Amortization expense for the years ended December 31, 2025 and 2024 totaled $2.9 million and $3.0 million, respectively.
The following table summarizes the Company's expected amortization of other identified intangible assets, exclusive of intangible assets that are held for sale, assuming no further acquisitions or dispositions (dollars in thousands):
| Amortization Expense - Other identified intangible assets | December 31, 2025 |
|---|---|
| 2026 | $2,880 |
| 2027 | 2,880 |
| 2028 | 2,880 |
| 2029 | 2,880 |
| 2030 | 2,880 |
| 2031 and beyond | 22,560 |
Note 11 - Goodwill & Other Intangible Assets
Goodwill
Changes in the carrying amount of goodwill by reporting segment were as follows (dollars in thousands):
| Agency | Total | |
|---|---|---|
| Balance at December 31, 2024 | $— | $— |
| Goodwill acquired during the period(1) | 92,048 | 92,048 |
| Balance at December 31, 2025 | $92,048 | $92,048 |
(1) Represents goodwill related to the NewPoint acquisition.
Intangible Assets
The following table summarizes the carrying value of the Company’s intangible assets, as described in Note 2 - Summary of Significant Accounting Policies, as of December 31, 2025 and December 31, 2024 (dollars in thousands):
| December 31, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Carrying Value | Accumulated Amortization | Total | Carrying Value | Accumulated Amortization | Total | |
| Indefinite lived intangibles: | ||||||
| Agency License Intangibles | $72,500 | $— | $72,500 | $— | $— | $— |
| Finite lived intangibles: | ||||||
| Non-compete Agreements | $5,200 | $(3,317) | $1,883 | $— | $— | $— |
| Software development | 4,660 | (444) | 4,216 | — | — | — |
| Intangible lease assets | 49,192 | (12,238) | 36,954 | 49,285 | (9,451) | 39,834 |
| Total | $131,552 | $(15,999) | $115,553 | $49,285 | $(9,451) | $39,834 |
Amortization expense for the years ended December 31, 2025 and 2024 totaled $6.6 million and $2.9 million, respectively.
The following table summarizes the Company's expected other identified intangible assets, net amortization over the next five years (dollars in thousands):
| Weighted Avg. Life (in Years) · 2026 · 2027 · 2028 · 2029 · 2030 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Non-compete Agreements | 0.3 | $1,883 | $— | $— | $— | $— | |||
| Software development | 4.5 | 932 | 932 | 932 | 932 | 488 | |||
| Intangible lease assets | 12.8 | 2,880 | 2,880 | 2,880 | 2,880 | 2,880 | |||
| Total | $5,695 | $3,812 | $3,812 | $3,812 | $3,368 | ||||
Note 12 - Debt
Below is a summary of the Company's Repurchase facilities and revolving credit facilities - commercial mortgage loans (“Repo and Revolving Credit Facilities”), Mortgage note payable, Other financing and Unsecured debt as of December 31, 2025 and 2024 (dollars in thousands):
| As of December 31, 2025 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Repo and revolving credit facilities - commercial mortgage loans(2): · Capacity · Amount Outstanding · Interest Expense(1) · Ending Weighted Average Interest Rate · Term Maturity | |||||||||
| JPM Repo Facility(3) | $500,000 | $439,408 | $18,107 | 6.04% | 07/2026 | ||||
| Atlas Repo Facility(4) | 350,000 | 150,744 | 10,598 | 6.35% | 01/2027 | ||||
| WF Repo Facility(5) | 250,000 | 75,172 | 1,749 | 5.22% | 10/2027 | ||||
| Barclays Revolver Facility(6) | 100,000 | — | 438 | N/A | 09/2026 | ||||
| Barclays Repo Facility(7) | 500,000 | 82,602 | 8,889 | 5.59% | 03/2028 | ||||
| Churchill Repo Facility(8) | — | — | 555 | N/A | N/A | ||||
| BAML WH Line of Credit(9) | 500,000 | 9,399 | 1,210 | 5.17% | 06/2026 | ||||
| Fifth Third WH Line of Credit(9) | 400,000 | 44,007 | 3,169 | 5.02% | 07/2026 | ||||
| Fifth Third Line of Credit(10) | 100,000 | 15,000 | 1,265 | 6.53% | 08/2026 | ||||
| JPM WH Line of Credit(11) | 700,000 | 222,831 | 5,892 | 5.04% | 01/2026 | ||||
| PNC WH Line of Credit(12) | 500,000 | 47,924 | 1,628 | 4.99% | 12/2026 | ||||
| ASAP WH Line of Credit(13) | 100,000 | — | — | N/A | N/A | ||||
| Total/Weighted average | $4,000,000 | $1,087,087 | $53,500 | 5.70% | |||||
| Mortgage note payable: | |||||||||
| Debt related to our REO(14) | N/A | $23,998 | $1,783 | 6.87% | 10/2026 | ||||
| Other Financing | |||||||||
| Other financings(15) | N/A | $12,865 | $783 | 6.00% | 07/2028 | ||||
| Unsecured Debt(18) | |||||||||
| Senior Notes(16)(17) | N/A | $107,000 | $6,158 | Various(16)(17) | Various(16)(17) | ||||
| Junior Note I(18) | N/A | 17,500 | 1,458 | 7.60% | 10/2035 | ||||
| Junior Note II(18) | N/A | 40,000 | 3,195 | 7.28% | 12/2035 | ||||
| Junior Note III(18) | N/A | 25,000 | 1,997 | 7.28% | 09/2036 | ||||
| Total/Weighted average | N/A | $189,500 | $12,808 | 7.81% | |||||
See notes below.
| Repo and revolving credit facilities - commercial mortgage loans(2): · Capacity · Amount Outstanding · Interest Expense(1) · Ending Weighted Average Interest Rate · Term Maturity | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| JPM Repo Facility(3) | $500,000 | $96,123 | $11,308 | 6.73% | 07/2026 | ||||
| Atlas Repo Facility(4) | 350,000 | 81,810 | 5,869 | 7.00% | 01/2026 | ||||
| WF Repo Facility(5) | 400,000 | — | 6,246 | N/A | 10/2025 | ||||
| Barclays Revolver Facility(6) | 100,000 | 75,805 | 965 | 9.25% | 09/2026 | ||||
| Barclays Repo Facility(7) | 500,000 | 76,073 | 13,642 | 6.28% | 03/2025 | ||||
| Churchill Repo Facility(8) | 225,000 | — | 139 | N/A | N/A | ||||
| Total/Weighted average | $2,075,000 | $329,811 | $38,169 | 7.27% | |||||
| Mortgage note payable: | |||||||||
| Debt related to our REO(14) | N/A | $23,998 | $2,032 | 7.52% | 10/2025 | ||||
| Other Financing | |||||||||
| Other financings(15) | N/A | $12,865 | $1,070 | 6.00% | 07/2028 | ||||
| Unsecured debt(18): | |||||||||
| Junior Note I | N/A | $17,085 | $1,630 | 8.35% | 10/2035 | ||||
| Junior Note II | N/A | 39,588 | 3,602 | 7.92% | 12/2035 | ||||
| Junior Note III | N/A | 24,722 | 2,251 | 7.92% | 09/2036 | ||||
| Total/Weighted average | N/A | $81,395 | $7,483 | 8.01% | |||||
(1) Represents year to date expense and includes amortization of deferred financing costs.
(2)The Company may pledge one or more mortgage loans to the financing entity in exchange for funds typically at an advance rate of between 60% to 75% of the principal amount of the mortgage loan being pledged. These loans are all floating rate at the Secured Overnight Financing Rate ("SOFR") plus an applicable spread. Additionally, the Repo and Revolving Credit Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. As of both December 31, 2025 and 2024, the Company is in compliance with all debt covenants.
(3)On February 6th, 2026, the Company upsized the capacity of the JPM MRA by $250.0 million to a total of $750.0 million. There aretwo one-year extension options.
(4) On October 9th, 2025, the Company extended the maturity date to January 5th, 2027.
(5)On October 10th, 2025, the Company extended the maturity date to October 25th, 2027 and reduced the facility capacity to $250 million. There arethree one-year extension options remaining.
(6)There isone one-year extension option.
(7) On February 21, 2025, the Company extended the maturity date to March 14, 2028, with aone-year extension option remaining.
(8)On October 21, 2025, the Company terminated the Churchill MRA.
(9)Collateralized by a first lien on the Company’s interest in the mortgage loans that it originates. Advances cannot exceed 100% of the principal amounts of the mortgage loans originated by the Company and must be repaid at the earlier of the sale or other disposition of the mortgage loans or at the expiration date of the Line of Credit.
(10)Operating line that is secured by an equity interest in NewPoint Real Estate Capital LLC ("NPREC").
(11) On January 31, 2026, the Company extended the maturity date to January 29th, 2027.
(12) Collateralized by a first lien on the Company’s interest in the mortgage loans that it originates.
(13) The Company has a $100.0 million ASAP agreement with Fannie Mae providing us with a warehousing credit facility for mortgage loans that are to be sold to Fannie Mae and serviced under the Fannie Mae DUS program. The ASAP agreement is not a committed line, has no expiration date and bears interest at SOFR plus 1.50%, with a 0.25% SOFR floor.
(14)Relates to a mortgage note payable in Jeffersonville JV, a consolidated joint venture. The loan has a principal amount of $112.7 million of which $88.7 million of the loan is owned by the Company and was eliminated in our consolidated financial statements (see Note 8 - Real Estate Owned).
(15)Comprised ofone note-on-note financing via a participation agreement. From inception of the loan, the Company's outstanding loans could increase as a result of future fundings, leading to an increase in amount outstanding via the participation agreement. The contractual maturity date of this loan is July 2028.
(16) During the second quarter of 2025, the Company issued $82.0 million of 8.25% fixed-rate senior unsecured notes. These notes mature on April 25, 2030.
(17) During the second quarter of 2025, the Company issued $25.0 million of floating-rate senior unsecured notes. As of December 31, 2025, the interest rate on these notes was SOFR +4.00%. These notes mature on April 25, 2028.
(18)The notes are currently redeemable, in whole or in part, without penalty, at the Company’s option. Interest paid on unsecured junior debt totaled $6.6 million and $7.5 million as of December 31, 2025 and 2024, respectively.
Repurchase Agreements - Real Estate Securities
The Company has entered into various Master Repurchase Agreements (the “MRAs”) that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30-90 days and terms are adjusted for current market rates as necessary.
Below is a summary of the Company's MRAs which were included in Repurchase agreements - real estate securities in the Company's consolidated balance sheets as of December 31, 2025 and 2024 (dollars in thousands):
| Counterparty | Amount Outstanding | Interest Expense | Collateral Pledged(1) | Weighted Average Interest Rate | Weighted Average Days to Maturity |
|---|---|---|---|---|---|
| JP Morgan Securities LLC | $7,856 | $1,278 | $9,254 | 4.63% | 29 |
| Wells Fargo Securities, LLC | — | 2,288 | — | —% | 0 |
| Barclays Capital Inc. | 25,044 | 1,510 | 31,386 | 4.83% | 25 |
| Lucid Prime Fund | 54,718 | 1,644 | 65,324 | 4.67% | 15 |
| Santander Securities | 99,753 | 1,294 | 119,880 | 4.60% | 14 |
| Total/Weighted Average | $187,371 | $8,014 | $225,844 | 4.65% | 16 |
| Counterparty | Amount Outstanding | Interest Expense | Collateral Pledged(1) | Weighted Average Interest Rate | Weighted Average Days to Maturity |
| JP Morgan Securities LLC | $78,198 | $6,609 | $68,501 | 5.40% | 8 |
| Wells Fargo Securities, LLC | 65,388 | 960 | 82,644 | 5.41% | 14 |
| Barclays Capital Inc. | 66,057 | 4,452 | 74,042 | 5.10% | 21 |
| Lucid Prime Fund | 26,965 | 1,209 | 30,865 | 5.24% | 16 |
| Total/Weighted Average | $236,608 | $13,230 | $256,052 | 5.30% | 15 |
(1) Includes $74.2 million and $75.4 million of CMBS notes, held by the Company, which is eliminated through consolidation of the related CLOs on the Company's consolidated balance sheets as of December 31, 2025 and 2024, respectively.
Collateralized Loan Obligation
The following tables represent the terms of the notes issued by 2022-FL8 Issuer, 2023-FL10 Issuer, 2024-FL11 Issuer and 2025-FL12 Issuer (collectively the “CLOs”), as of December 31, 2025 and 2024, respectively:
| CLO Facility · Number of Loans in pool(1) · Benchmark Interest Rate(4) · Weighted Average Spread · Par Value · Par Value Outstanding(2) · Principal Balance of Collateralized Mortgage Assets · Maturity Dates | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022-FL8 Issuer | 21 | AVG SOFR | 2.07% | 960,000 | 370,348 | 609,074 | 2/15/2037 | ||||
| 2023-FL10 Issuer(3) | 32 | Term SOFR | 2.68% | 717,243 | 553,214 | 715,694 | 9/15/2035 | ||||
| 2024-FL11 Issuer | 38 | Term SOFR | 1.99% | 886,176 | 886,176 | 1,024,380 | 7/15/2039 | ||||
| 2025-FL12 Issuer | 50 | Term SOFR | 1.67% | 947,189 | 947,189 | 1,046,909 | 4/17/2043 | ||||
| $3,510,608 | $2,756,927 | $3,396,057 | |||||||||
| CLO Facility | Number of Loans in pool(1) | Benchmark interest rate(4) | Weighted Average Spread | Par Value | Par Value Outstanding(2) | Principal Balance of Collateralized Mortgage Assets | Maturity Dates | ||||
| 2021-FL6 Issuer | 38 | Term SOFR | 1.64% | $584,500 | $344,411 | $454,686 | 3/15/2036 | ||||
| 2021-FL7 Issuer | 30 | Term SOFR | 1.90% | 722,250 | 392,826 | 563,852 | 12/21/2038 | ||||
| 2022-FL8 Issuer | 35 | AVG SOFR | 1.77% | 960,000 | 796,927 | 914,752 | 2/15/2037 | ||||
| 2022-FL9 Issuer | 38 | Term SOFR | 2.94% | 670,637 | 519,537 | 647,683 | 5/15/2039 | ||||
| 2023-FL10 Issuer(3) | 41 | Term SOFR | 2.59% | 717,243 | 717,243 | 892,536 | 9/15/2035 | ||||
| 2024-FL11 Issuer | 27 | Term SOFR | 1.99% | 886,176 | 886,176 | 1,016,286 | 7/15/2039 | ||||
| $4,540,806 | $3,657,120 | $4,489,795 | |||||||||
(1) Loan assets may be pledged towards one or multiple CLO pool.
(2) Excludes $366.1 million and $532.4 million, respectively, of CLO notes, held by the Company, which are eliminated in Collateralized loan obligations in the consolidated balance sheet as of December 31, 2025 and 2024.
(3)During the first quarter of 2024, the Company sold the BSPRT FL10 AS retained tranche with a principal balance of $27.9 million.
(4) On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to 2019-FL5 Issuer, 2021- FL6 Issuer, and 2021-FL7 Issuer would cease to be published or no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. The benchmark index of 1M LIBOR interest rate converted from LIBOR to compounded SOFR, plus a benchmark adjustment of 11.448 basis points with a lookback period equal to the number of calendar days in the applicable interest accrual period plus two SOFR business days, conforming with the indenture agreement and recommendations from the ARRC. Compounded SOFR for any interest accrual period shall be the “30-Day Average SOFR” as published by the Federal Reserve Bank of New York on each benchmark determination date. On July 13, 2023, the Company converted the indices for 2021-FL6 Issuer and 2021-FL7 Issuer to 1M Term SOFR +11.448 basis points and the applicable spreads remain unchanged.
On October 15, 2025, the Company called all of the outstanding notes issued by BSPRT 2021-FL6 Issuer, Ltd., BSPRT 2021-FL7 Issuer, Ltd. and BSPRT 2022-FL9 Issuer, Ltd., all of which were wholly owned indirect subsidiaries of the Company. The outstanding principal of the notes on the date of the call were $184.4 million, $309.6 million, and $367.4 million, respectively. The Company recognized all the remaining unamortized deferred financing costs of $7.6 million recorded within the Realized gain/(loss) on extinguishment of debt in the consolidated statements of operations, which was a non-cash charge.
On October 15, 2025, BSPRT 2025-FL12 Issuer, LLC, a wholly-owned indirect subsidiary of the Company, entered into an indenture with a subsidiary of the OP, as advancing agent, U.S. Bank Trust Company, National Association, as trustee and note administrator, and U.S. Bank National Association, as custodian and in other capacities, which governs the issuance of approximately $1.1 billion principal balance secured floating rate notes, of which $947.2 million were purchased by third party investors and $129.2 million were purchased by a wholly-owned subsidiary of the OP. In addition, concurrently with the issuance of the notes, BSPRT 2025-FL12 Issuer, LLC also issued 64,582 preferred shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share, which were not offered as part of closing the indenture. For U.S. federal income tax purposes, BSPRT 2025-FL12 Issuer, LLC is a disregarded entity.
The below table reflects the total assets and liabilities of the Company's outstanding CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of December 31, 2025 and 2024, respectively, as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE. The VIE’s are non-recourse to the Company.
| Assets (dollars in thousands) | December 31, 2025 | December 31, 2024 |
|---|---|---|
| Cash and cash equivalents(1) | $51,153 | $157,991 |
| Commercial mortgage loans, held for investment, net(2) | 3,317,040 | 4,378,427 |
| Accrued interest receivable | 18,302 | 21,580 |
| Total Assets | $3,386,495 | $4,557,998 |
| Liabilities | ||
| Notes payable(3)(4) | $3,123,046 | $4,189,479 |
| Accrued interest payable | 8,857 | 13,194 |
| Total Liabilities | $3,131,903 | $4,202,673 |
(1) Includes $50.5 million and $157.0 million of cash held by the servicer related to CLOs as of December 31, 2025 and 2024, respectively.
(2) The balance is presented net of allowance for credit losses of $15.4 million and $34.5 million as of December 31, 2025 and 2024, respectively.
(3) Includes $366.1 million and $532.4 million of CLO notes, held by the Company, which are eliminated in Collateralized loan obligation in the consolidated balance sheets as of December 31, 2025 and 2024, respectively.
(4) The balance is presented net of deferred financing cost and discount of $21.3 million and $28.8 million as of December 31, 2025 and 2024, respectively. The deferred financing costs are amortized over the expected lifetime of each CLO.
Note 13 - Allowance for Loss Sharing
In connection with the Company's July 1, 2025 acquisition of NewPoint, the Company assumed risk-sharing obligations on substantially all loans originated under the Fannie Mae DUS program. Servicing fees for risk-sharing loans include compensation for the risk-sharing obligations and are larger than the servicing fees received for loans with no risk-sharing obligations.
When a loan is sold under the Fannie Mae DUS program, the Company undertakes an obligation to partially guarantee the performance of the loan. A liability is recognized for the fair value of the guarantee obligation undertaken for the non-contingent aspect of the guarantee and is removed only upon either the expiration or settlement of the guarantee. At December 31, 2025, we had $1.7 million of guarantee obligations included in the allowance for loss-sharing obligations.
In addition to and separately from the fair value of the guarantee, the Company estimates an allowance for loss-sharing under CECL over the contractual period in which we are exposed to credit risk. The general reserve related to loss-sharing was based on a collective pooling basis with similar risk characteristics, a reasonable and supportable forecast and a reversion period based on our average historical losses through the remaining contractual term of the portfolio. In instances where payment under the loss-sharing obligations of a loan is determined to be probable and estimable (as the loan is probable of, or is, in foreclosure), we record a liability for the estimated loss-sharing specific reserve. At December 31, 2025, our allowance for loss-sharing obligations related to the specific reserve was $9.3 million.
At December 31, 2025, our allowance for loss-sharing obligations, associated with expected losses under CECL, was $8.4 million, and represented 0.11% of our Fannie Mae servicing portfolio. During 2025, we recorded a decrease in CECL reserves of $1.8 million.
At December 31, 2025, the unpaid principal balance outstanding of loans sold with loss sharing under the DUS program was approximately $7.9 billion. The Company’s internal credit risk rating process is used to classify loans and commitments according to the degree of credit risk associated with the ability of the borrower to repay. If payment is required under this program, the Company would not have a contractual interest in the collateral underlying the commercial mortgage loan on which the loss occurred, although the value of the collateral is taken into account in determining the Company’s share of such losses.
A summary of the Company’s allowance for loss sharing for 2025 is as follows (dollars in thousands):
| General Reserve | Specific Reserve | Total | |
|---|---|---|---|
| Balance at January 1, 2025 | $— | $— | $— |
| Allowance acquired in acquisition | 11,919 | 11,667 | 23,586 |
| Write-offs | — | — | — |
| Recoveries | — | — | — |
| Provision/(benefit) for loss sharing | (1,768) | (2,334) | (4,102) |
| Balance at December 31, 2025 | $10,151 | $9,333 | $19,484 |
As of December 31, 2025, the maximum quantifiable allowance for loss sharing associated with the Company’s guarantees under the Fannie Mae DUS agreement and the Loss Sharing Agreement was $1.2 billion from a total recourse at risk pool of $7.9 billion. The maximum quantifiable allowance for loss sharing is not representative of the actual loss the Company would incur. The Company would be liable for this amount only if all of the loans it services for Fannie Mae, for which the Company retains some risk of loss, were to default and all of the collateral underlying these loans was determined to be without value at the time of settlement.
For U.S. Treasury securities classified as HTM, the Company does not record an allowance for credit losses as treasury securities are exempt from CECL reserves and allowances.
Note 14 - Earnings Per Share
The Company uses the two-class method in calculating basic and diluted earnings per share. Net income/(loss) is allocated between our common stock and other participating securities based on their participation rights. Diluted net income per share has been computed using the weighted average number of shares of common stock outstanding and other dilutive securities. The following table presents a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations and the calculation of basic and diluted earnings per share for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands, except share and per share data):
| Year Ended December 31, | |||
|---|---|---|---|
| Basic Numerator | 2025 | 2024 | 2023 |
| Net income/(loss) | $84,085 | $92,403 | $144,509 |
| Net (income)/loss from non-controlling interest | (1,814) | 3,475 | 706 |
| Less: Preferred stock dividends | 26,993 | 26,993 | 26,993 |
| Net income/(loss) attributable to common stock | 55,278 | 68,885 | 118,222 |
| Less: Participating securities' share in earnings | 2,066 | 1,806 | 1,162 |
| Net income/(loss) attributable to common shareholders | $53,212 | $67,079 | $117,060 |
| Diluted Numerator | |||
| Basic Earnings (Loss) | $53,212 | $67,079 | $117,060 |
| Add: Net income/(loss) from non-controlling interest - OP Units | 1,877 | — | — |
| Diluted net income/(loss) applicable to common stockholders | $55,089 | $67,079 | $117,060 |
| Denominator | |||
| Weighted-average common shares outstanding for basic earnings per share | 81,965,156 | 81,846,170 | 82,307,970 |
| Weighted-average common shares outstanding for diluted earnings per share(1)(2) | 86,192,595 | 81,846,170 | 82,307,970 |
| Basic earnings per share | $0.65 | $0.82 | $1.42 |
| Diluted earnings per share | $0.64 | $0.82 | $1.42 |
(1) The effect of the weighted average dilutive shares excluded restricted shares and restricted stock units for the years ended December 31, 2025, 2024 and 2023 of 188,571,253,436, and 191,324, respectively, as the effect was anti-dilutive. Additionally, the effect of the weighted average dilutive shares excluded the common equivalent of convertible preferred shares for the years ended December 31, 2025, 2024 and 2023 of 5,370,498,5,370,498, and 5,385,254, shares respectively, as the effect was anti-dilutive.
(2) The effect of the weighted average dilutive shares included OP Units for the year ended December 31, 2025 of 4,227,438 as the effect was dilutive.
Note 15 - Redeemable Convertible Preferred Stock and Equity Transactions
The following table presents the summary of the Company's outstanding shares of redeemable convertible preferred stock, perpetual preferred stock, and common stock as of December 31, 2025 and 2024 (in thousands, except share and per share amounts):
| Balance as of · Shares Outstanding as of · Fourth Quarter 2025 Dividend Per Share (1) | |||||
|---|---|---|---|---|---|
| December 31, 2025 · December 31, 2024 · December 31, 2025 · December 31, 2024 | |||||
| Redeemable Convertible Preferred Stock: | |||||
| Series H Preferred Stock (2) | $89,748 | $89,748 | 17,950 | 17,950 | $106.216 |
| Perpetual Preferred Stock: | |||||
| Series E Preferred Stock | $258,742 | $258,742 | 10,329,039 | 10,329,039 | $0.46875 |
| Common Stock: | |||||
| Common Stock - at par value (3)(4) | $808 | $818 | 81,553,982 | 83,066,789 | $0.355 |
(1)As declared by the Company's board of directors.
(2)On January 14, 2026, the Series H Preferred Stock was amended such that the mandatory conversion date was extended bytwo years, to January 21, 2028. Unless earlier converted, the Series H Preferred Stock will automatically convert into common stock at a rate of 299.2 shares of common stock per share of Series H Preferred Stock (subject to adjustments as described in the Articles Supplementary for the Series H Preferred Stock) on January 21, 2028. The holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through and including the month prior to the mandatory conversion date, upon 10 business days’ advance notice to the Company.
(3)Common stock includes shares issued pursuant to the Company's DRIP and unvested restricted shares.
(4)During the year ended December 31, 2025, the Company repurchased 1,371,073 shares of common stock at a net average price of $10.48 per share, for a total of $14.4 million. All of these shares were retired upon settlement, reducing the total outstanding shares as of December 31, 2025. See discussion in the "Stock Repurchases" section below.
During the year ended December 31, 2025 and 2024, the Company paid an aggregate of $118.6 million and $117.9 million, respectively, of common stock distributions comprised of quarterly common dividends of $0.355 per share.
Stock Repurchases
The Company’s board of directors has authorized a $65 million share repurchase program of the Company’s common stock. The Company’s share repurchase program authorizes share repurchases at prices below the most recently reported book value per share as determined in accordance with GAAP. Repurchases made under the program may be made through open market, block, and privately negotiated transactions, including Rule 10b5-1 plans, as permitted by securities laws and other legal requirements. The timing, manner, price and amount of any purchases by the Company will be determined by the Company in its reasonable business judgment and consistent with the exercise of its legal duties and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The share repurchase program does not obligate the Company to acquire any particular amount of common stock. The Company share repurchase program will remain open until it expires or until the capital committed to the applicable repurchase program has been exhausted, whichever is sooner. Repurchases under the Company’s share repurchase program may be suspended from time to time at the Company’s discretion without prior notice. As of December 31, 2025, the Company had $16.7 million remaining under the share repurchase program.
The following table is a summary of the Company’s repurchase activity of its common stock during the year ended December 31, 2025 (in thousands, except share amounts):
| Shares | Amount (1)(2) | |
|---|---|---|
| Beginning of period, authorized repurchase amount | $31,050 | |
| Repurchases paid | 1,371,073 | (14,367) |
| Remaining as of December 31, 2025 | $16,683 |
(1)For the year ended December 31, 2025, the net average purchase price was $10.48 per share.
(2)Amount includes commissions paid associated with share repurchases.
Dividend Reinvestment and Direct Stock Purchase Plan
The Company has adopted a dividend reinvestment and direct stock purchase plan ("DRIP") under which we registered and reserved for issuance, in the aggregate,63,000,000 shares of common stock. Under the dividend reinvestment component of this plan, the Company's common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of common stock. The direct stock purchase component allows stockholders, subject to the Company's approval, to purchase shares of common stock directly from us. For the years ended December 31, 2025 and 2024160,137 and 163,952 shares of common stock were issued by the Company and purchased in the open market, respectively, by the DRIP administrator and allocated to DRIP participants. under the dividend reinvestment component of DRIP.
At-the-Market Sales Agreement
Pursuant to the sales agreement dated April 14, 2023 (as amended on November 8, 2024, the "Sales Agreement"), the Company maintains a $200 million at-the-market offering program (the "ATM program") with a financial syndicate as sales agents (the "Agents"). Pursuant to the Sales Agreement, the Company may offer and sell shares of the Company's common stock, from time to time, and at various prices, through the Agents. Sales of the common stock, if any, made through the Agents may be made in "at the market" offerings (as defined in Rule 415 under the Securities Act of 1933, as amended), by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise, at market prices prevailing at the time of sale, in block transactions, in negotiated transactions, in any manner permitted by applicable law or as otherwise as may be agreed by the Company and any Agent.
As of December 31, 2025, the Company had not sold any shares of common stock under the ATM program, and common stock with an aggregate sales price of $200 million remains available for issuance pursuant to the ATM program.
Non-Controlling Interest
In connection with the NewPoint Transaction, the Company issued 8,385,951 OP Units, providing those unit holders interest in the OP. The OP Unit holders have the right to redeem their OP Units, for either shares of common stock or cash, at the Company's option and subject to certain restrictions. In the event OP Units are redeemed, one OP Unit is equal to one share of the Company’s common stock, or cash equal to the fair value of a share of the Company’s common stock at the time of redemption. When an OP Unit holder redeems an OP Unit, non-controlling interests in the OP is reduced and the Company’s equity is increased. As of December 31, 2025, the non-controlling interest OP Unit holders owned 8,385,951 OP Units.
Note 16 - Commitments and Contingencies
Unfunded Commitments Under Commercial Mortgage Loans
As of December 31, 2025, the Company had the below unfunded commitments to the Company's borrowers (dollars in thousands):
| Funding Expiration | December 31, 2025 | December 31, 2024 |
|---|---|---|
| 2025 | $— | $76,163 |
| 2026 | 77,167 | 156,907 |
| 2027 | 132,465 | 135,244 |
| 2028 | 195,100 | 3,195 |
| 2029 and beyond | 9,147 | — |
| $413,879 | $371,509 |
The borrowers are generally required to meet or maintain certain metrics in order to qualify for the unfunded commitment amounts.
Unfunded Commitments Under Commercial Mortgage Loans, Held for Sale
Commitments to extend credit by the Company are generally agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Occasionally, the commitments may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. As of December 31, 2025, the Company had $41.3 million and $544.9 million of unfunded commitments to fund loans and sell loans, net, respectively.
Mortgage Impairment Insurance
As of December 31, 2025, the Company carried mortgage impairment and mortgagees’ errors and omissions insurance each with a limit of $50 million. Mortgage impairment insurance provides the Company with hazard insurance coverage for mortgage loan collateral in the event of a catastrophe for which the borrowers insurance does not provide sufficient coverage to protect the Company from loss on loans originated under the Fannie Mae DUS program.
Mortgage Bankers Bond
As of December 31, 2025, the Company carried a mortgage bankers bond, combining the fidelity bond and mortgagees errors and omissions insurance, with a limit of $60 million.
Office Leases
The Company executes lease arrangements for all of its office space in the normal course of business. All such lease arrangements are accounted for as operating leases. The Company initially recognizes a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset for the right to use the underlying asset for the lease term. The lease liability is measured at the present value of the lease payments over the lease term. The ROU asset is measured at the lease liability amount, adjusted for lease prepayments, accrued rent, lease incentives received, and the lessee’s initial direct costs.
These operating leases do not provide an implicit discount rate; therefore, the Company uses its incremental borrowing rate to calculate lease liabilities. The Company’s lease agreements often include options to extend or terminate the lease. Lease costs are recognized on a straight-line basis over the term of the lease, which includes options to extend when it is reasonably certain that such options will be exercised and the Company knows what the lease payments will be during the optional periods.
Litigation and Regulatory Proceedings
The Company is not presently named as a defendant in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, will have a material impact on the Company’s financial condition, operating results or cash flows. Please refer to "Part I, Item 3. Legal Proceedings" for more details about the Company's ongoing litigation matters.
Entry into a Material Definitive Agreement
On March 9, 2025, the Company, along withtwo wholly owned subsidiaries, entered into a definitive purchase and sale agreement with NewPoint; each of the holders of issued and outstanding membership interests of NewPoint (the "Existing Equityholders"); Meridian Bravo Investment Company, LLC and BMC Holdings DE LLC, in their capacity as the joint representatives of the Existing Equityholders. The Company purchased all of NewPoint's issued and outstanding membership interests and units (the "Purchased Interests") in exchange for an aggregate amount of $336.9 million paid in cash and the issuance of 8,385,951 OP Units, to the Existing Equityholders. The Company financed the cash portion of the purchase price through a combination of existing cash and the issuance of new debt and/or equity. The acquisition closed on July 1, 2025.
Note 17 - Servicing Revenue
The components of servicing revenue are as follows (in thousands):
| Year Ended December 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Servicing and ancillary fees | $23,084 | $— |
| Placement fees on escrows | 15,056 | — |
| MSR payoffs | (3,600) | — |
| MSR amortization | (19,434) | — |
| MSR impairment | (2,590) | — |
| Total servicing revenue, net | $12,516 | $— |
As of December 31, 2025 and December 31, 2024, the weighted average servicing fee was 9.2 basis points and 0 basis points, respectively. At December 31, 2025 and December 31, 2024, total escrow and reserve balances were approximately $921 million and $0, respectively, none of which are included in our consolidated balance sheets. These escrows are maintained in separate accounts at several federally insured depository institutions, which may exceed FDIC insured limits. We earn placement fees on the total escrow deposits, which is generally based on a market rate of interest negotiated with the financial institutions that hold the escrow deposits. Placement fees earned on total escrows, net of interest paid to the borrower, is included as a component of servicing revenue, net in the consolidated statements of income as noted in the table above.
Product type concentrations that impact our servicing revenue are as follows ($ in millions):
| Product Type Considerations | ||||||
|---|---|---|---|---|---|---|
| December 31, 2025 | December 31, 2024 | |||||
| UPB | % of Total | Effective Service Fee Rate | UPB | % of Total | Effective Service Fee Rate | |
| Fannie Mae | $7,860 | 16% | 0.21% | $— | —% | —% |
| Ginnie Mae | 5,125 | 11% | 0.17% | — | —% | —% |
| Freddie Mac | 8,649 | 18% | 0.08% | — | —% | —% |
| Bridge | 836 | 2% | 0.08% | — | —% | —% |
| Affordable | 425 | 1% | 0.13% | — | —% | —% |
| Private Label | 24,951 | 52% | 0.02% | — | —% | —% |
| Total/Weighted Average | $47,846 | 100% | 0.07% | $— | —% | —% |
Geographic concentrations that impact our servicing revenue are as follows:
| Geographic Considerations | ||
|---|---|---|
| December 31, 2025 | December 31, 2024 | |
| % of Total | % of Total | |
| New York | 15.2% | —% |
| Texas | 11.0% | —% |
| Maryland | 8.5% | —% |
| California | 7.2% | —% |
| Virginia | 5.8% | —% |
| Florida | 5.7% | —% |
| New Jersey | 5.4% | —% |
| Other(1) | 41.2% | —% |
| Total | 100.0% | —% |
(1) No other individual state represented 5% or more of the total.
Note 18 - Related Party Transactions and Arrangements
Advisory Agreement Fees and Reimbursements
Pursuant to the Advisory Agreement, the Company is required to make the following payments and reimbursements to the Advisor:
The Company reimburses the Advisor’s costs of providing services pursuant to the Advisory Agreement, except the salaries and benefits paid by the Advisor to the Company’s executive officers.
The Company pays the Advisor, or its affiliates, a monthly asset management fee equal to one-twelfth of 1.5% of stockholders' equity as calculated pursuant to the Advisory Agreement.
The Company will pay the Advisor an annual subordinated performance fee calculated on the basis of total return to stockholders, payable monthly in arrears, such that for any year in which total return on stockholders’ capital (as defined in the Advisory Agreement) exceeds 6.0% per annum, our Advisor will be entitled to 15.0% of the excess total return; provided that in no event will the annual subordinated performance fee payable to our Advisor exceed 10.0% of the aggregate total return for such year.
The Company reimburses the Advisor for insourced expenses incurred by the Advisor on the Company's behalf related to selecting, evaluating, originating and acquiring investments in an amount up to 0.5% of the principal amount funded by the Company to originate or acquire commercial mortgage loans and up to 0.5% of the anticipated net equity funded by the Company to acquire real estate securities investments.
NewPoint, a subsidiary of the Company, has entered into a loan referral agreement with the Advisor that provides for the sharing of certain fees. Under the terms of this agreement, the Advisor pays NewPoint a referral fee for directing floating-rate bridge loan opportunities to the Advisor’s commercial real estate platform. The referral fee is equal to 0.10% of the total loan commitment amount.
The table below shows the costs incurred due to arrangements with our Advisor and its affiliates during the years ended December 31, 2025, 2024 and 2023 and the associated (payable)/receivable as of December 31, 2025 and 2024 (dollars in thousands):
| Year Ended December 31, · (Payable)/Receivable as of December 31, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2023 | 2025 | 2024 | |
| Acquisition expenses (1) | $951 | $996 | $1,241 | $— | $— |
| Administrative services expenses | 13,346 | 9,707 | 14,440 | (3,556) | (2,342) |
| Asset management and subordinated performance fee | 24,497 | 25,958 | 33,847 | (6,594) | (9,417) |
| Other related party expenses (2)(3) | 1,474 | 1,301 | 1,192 | (2,275) | (2,347) |
| Referral Fee Income | 371 | — | — | 371 | — |
(1) Total acquisition expenses paid during the years ended December 31, 2025, 2024 and 2023 were $6.4 million, $10.0 million and $5.8 million respectively, of which $5.4 million, $9.0 million and $4.6 million were capitalized in Commercial mortgage loans, held for investment and Real estate securities, available for sale, measured at fair value in the consolidated balance sheets for the years ended December 31, 2025, 2024 and 2023.
(2) These are related to reimbursable costs incurred related to the increase in loan origination activities and are included in Other expenses in the consolidated statements of operations.
(3) As of December 31, 2025 and December 31, 2024, the related party payables included (i) $1.8 million and $2.3 million, respectively, of payments made by the Advisor to third party vendors on behalf of the Company and (ii) $0.2 million of fees per the fee arrangement agreement between the Advisor and the Company. There were no fees incurred per the fee arrangement agreement as of December 31, 2024.
The payables as of December 31, 2025 and 2024 in the table above are included in Due to affiliates in the consolidated balance sheets.
Other Transactions
In the third quarter of 2021, the Company and an affiliate of the Company entered into the Jeffersonville JV to acquire a $139.5 million triple net lease property in Jeffersonville, GA. The Company has a 79% interest in the Jeffersonville JV, while the affiliated fund has a 21% interest. The Company invested a total of $109.8 million, made up of $88.7 million in debt and $21.1 million in equity, representing 79% of the ownership interest in the Jeffersonville JV. The affiliated fund made up the remaining $29.8 million composed of a $24.0 million mortgage note payable and $5.8 million in non-controlling interest. The Company has majority control of Jeffersonville JV and, therefore, consolidates the accounts of Jeffersonville JV in its consolidated financial statements. The Company's $88.7 million mortgage note payable to Jeffersonville JV is eliminated in consolidation (see Note 12 - Debt).
Pursuant to the Company's 2021 Incentive Plan, in the first quarter of 2025, the Company issued awards of restricted stock units to its officers and certain other personnel of the Advisor who provide services to the Company under the Advisory Agreement.
As of December 31, 2025 and 2024, our commercial mortgage loans, held for investment, includes an aggregate of $37.1 million and $39.6 million, respectively, carrying value of loans to affiliates of our Advisor. The Company recognized $2.7 million and $7.5 million in interest income from these loans for the year ended December 31, 2025 and 2024, respectively, in the consolidated statements of operations.
In the second quarter of 2022, the Company fully funded a $149.7 million first mortgage consisting of the Walgreens Portfolio:24 retail properties with various locations throughout the United States. The Company entered into a joint venture agreement and formed the Walgreens JV to acquire 75.618% ownership interest in the Walgreens Portfolio, while the affiliated fund has 24.242% interest.
Note 19 - Fair Value of Financial Instruments
GAAP establishes a hierarchy of valuation techniques based on the observability of inputs used in measuring financial instruments at fair values. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:
Level I - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level II - Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.
Level III - Unobservable inputs that reflect the entity's own assumptions about the assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.
The determination of where an asset or liability falls in the above hierarchy requires significant judgment and factors specific to the asset or liability. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter.
The Company has implemented valuation control processes to validate the fair value of the Company's financial instruments measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.
Financial Instruments Measured at Fair Value on a Recurring Basis
CMBS bonds, recorded in Real estate securities, available for sale, measured at fair value in the consolidated balance sheets are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, and recent trades of similar real estate securities. Depending upon the significance of the fair value inputs used in determining these fair values, these real estate securities are classified in either Level II or Level III of the fair value hierarchy. The Company obtains third party pricing for determining the fair value of each CMBS investment, resulting in a Level II classification.
Commercial mortgage loans, held for sale, measured at fair value in the Company's Agency and Conduit portfolios are initially recorded at transaction price, which are considered to be the best initial estimate of fair value. The Company engages the services of a third party independent valuation firm to determine fair value of certain investments held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying collateral. Commercial mortgage loans held for sale, measured at fair value that are originated in the last month of the reporting period are held and marked to the transaction price. The Company classified the commercial mortgage loans held for sale, measured at fair value as Level III.
Derivative instruments, measured at fair value
Treasury note futures trade on the Chicago Board of Trade (“CBOT”) and are made up of contracts of a variety of recently issued 5-year and 10-year U.S. Treasury notes. The future contracts are liquid and are centrally cleared through the CBOT and are valued using market prices. Treasury note futures are categorized as Level I.
Credit default swaps, interest rate swaps and options can be traded over the counter (“OTC”) or on the exchange. Exchange-traded derivatives are generally valued using market prices while OTC derivative transaction valuations are derived using pricing models that are widely accepted by marketplace participants. The pricing models take into account multiple inputs including specific contract terms, interest rate yield curves, interest rates, credit curves, recovery rates, and/or current credit spreads obtained from counterparties and other market participants. Most inputs into the models are not subjective as they are observable in the marketplace or set per the contract. The valuation is primarily determined by the difference between the contract spread and the current market spread. The contract spread (or rate) is generally fixed and the market spread is determined by the credit risk of the underlying debt or reference entity. If the underlying indices are liquid and the OTC market for the current spread is active, the derivatives are categorized in Level II of the fair value hierarchy. If the underlying indices are illiquid and the OTC market for the current spread is not active, the derivatives are categorized in Level III of the fair value hierarchy. The Company's option contracts are exchange-traded, and therefore categorized as Level I. The Company classified its credit default swaps as Level II.
Loan commitments and forward sale commitments in the Company's Agency portfolio are initially recorded at transaction price, which are considered to be the best initial estimate of fair value. The Company engages the services of a third party independent valuation firm to determine fair value of certain investments held by the Company. Fair value is determined using a discounted cash flow model that primarily considers changes in interest rates and credit spreads, weighted average life and current performance of the underlying commitment collateral. Loan commitments and forward sale commitments that are entered in the last month of the reporting period are held and marked to the transactions price. The Company classified the loan commitments and forward sale commitments as Level III.
A review of the fair value hierarchy classification is conducted on a quarterly basis. Changes in the type of inputs may result in a reclassification for certain assets or liabilities. The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the beginning of the reporting period. There were no material transfers between levels within the fair value hierarchy during the years ended December 31, 2025 and December 31, 2024.
The following table presents the Company's financial instruments carried at fair value on a recurring basis in the consolidated balance sheets by its level in the fair value hierarchy as of December 31, 2025 (dollars in thousands).
| December 31, 2025 | ||||
|---|---|---|---|---|
| Total | Level I | Level II | Level III | |
| Assets, at fair value | ||||
| Real estate securities, available for sale, measured at fair value | $151,662 | $— | $151,662 | $— |
| Commercial mortgage loans, held for sale, measured at fair value - Non-Agency | 29,500 | — | — | 29,500 |
| Commercial mortgage loans, held for sale, measured at fair value - Agency | 331,218 | — | — | 331,218 |
| Forward sale commitments | 797 | — | — | 797 |
| Loan commitments | 10,518 | — | — | 10,518 |
| Total assets, at fair value | $523,695 | $— | $151,662 | $372,033 |
| Liabilities, at fair value | ||||
| Treasury notes | $28 | $28 | $— | $— |
| Credit default swaps | 714 | — | 714 | — |
| Forward sale commitments | 6,209 | — | — | 6,209 |
| Total liabilities, at fair value | $6,951 | $28 | $714 | $6,209 |
| December 31, 2024 | ||||
| Total | Level I | Level II | Level III | |
| Assets, at fair value | ||||
| Real estate securities, available for sale, measured at fair value | $202,973 | $— | $202,973 | $— |
| Commercial mortgage loans, held for sale, measured at fair value - Non-Agency | 87,270 | — | — | 87,270 |
| Treasury notes | 891 | 891 | — | — |
| Options | 183 | 183 | — | — |
| Total assets, at fair value | $291,317 | $1,074 | $202,973 | $87,270 |
| Liabilities, at fair value | ||||
| Credit default swaps | $1,787 | $— | $1,787 | $— |
| Total liabilities, at fair value | $1,787 | $— | $1,787 | $— |
Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level III category. The following table summarizes the valuation method and significant unobservable inputs used for the Company’s financial instruments that are categorized within Level III of the fair value hierarchy as of December 31, 2025 (dollars in thousands).
| Asset Category | Fair Value | Valuation Methodologies | Unobservable Inputs (1) | Weighted Average (2) | Range |
|---|---|---|---|---|---|
| Commercial mortgage loans, held for sale, measured at fair value - Non-Agency | $29,500 | Discounted Cash Flow | Yield | 6.56% | 6.42% - 7.25% |
| Commercial mortgage loans, held for sale, measured at fair value - Agency | 331,218 | Discounted Cash Flow | Discount rate | 4.81% | 4.07% - 6.28% |
| Loan commitments and forward sale commitments, net | 5,106 | Discounted Cash Flow | Discount rate | 4.81% | 4.07% - 6.28% |
| Asset Category | Fair Value | Valuation Methodologies | Unobservable Inputs(1) | Weighted Average | Range |
| Commercial mortgage loans, held for sale, measured at fair value - Non-Agency | $87,270 | Discounted Cash Flow | Yield | 7.02% | 6.96% - 7.58% |
| Commercial mortgage loans, held for sale, measured at fair value - Agency | — | Discounted Cash Flow | Discount rate | — | — |
| Loan commitments and forward sale commitments, net | — | Discounted Cash Flow | Discount rate | — | — |
(1) In determining certain inputs, the Company evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies and company specific developments including exit strategies and realization opportunities. The Company has determined that market participants would take these inputs into account when valuing the investments.
Increases or decreases in any of the above unobservable inputs in isolation would result in a lower or higher fair value measurement for such assets. The following table presents additional information about the Company’s financial instruments which are measured at fair value on a recurring basis as of December 31, 2025 and 2024 for which the Company has used Level III inputs to determine fair value (dollars in thousands):
| Commercial mortgage loans, held for sale, measured at fair value - Non-Agency | Commercial mortgage loans, held for sale, measured at fair value - Agency | Loan Commitments | Forward Sale Commitments | |
|---|---|---|---|---|
| Beginning balance, January 1, 2025 | $87,270 | $— | $— | $— |
| Transfers into Level III | — | 422,011 | 4,268 | — |
| Originations | 411,650 | 3,225,586 | 32,961 | (5,413) |
| Sales / paydowns | (487,529) | (3,316,379) | (26,711) | — |
| Realized and unrealized gain/(loss) included in earnings | 18,109 | — | — | — |
| Transfers out of Level III(1) | — | — | — | — |
| Ending balance, December 31, 2025 | $29,500 | $331,218 | $10,518 | $(5,413) |
(1) There were no transfers out of Level III as of December 31, 2025.
| Commercial mortgage loans, held for sale, measured at fair value - Non-Agency | Commercial mortgage loans, held for sale, measured at fair value - Agency | Loan Commitments | Forward Sale Commitments | |
|---|---|---|---|---|
| Beginning balance, January 1, 2024 | $— | $— | $— | $— |
| Transfers into Level III(1) | — | — | — | — |
| Originations | 358,445 | — | — | — |
| Sales / paydowns | (284,300) | — | — | — |
| Realized and unrealized gain/(loss) included in earnings | 13,125 | — | — | — |
| Transfers out of Level III(1) | — | — | — | — |
| Ending balance, December 31, 2024 | $87,270 | $— | $— | $— |
(1) There were no transfers in or out of Level III as of December 31, 2024.
The fair value of cash and cash equivalents and restricted cash are measured using observable quoted market prices, or Level I inputs and their carrying value approximates their fair value. The fair value of borrowings under repurchase agreements approximate their carrying value in the consolidated balance sheets due to their short-term nature and are measured using Level III inputs.
Financial Instruments Measured at Fair Value on a Nonrecurring Basis
Real Estate Owned, held for sale, on the consolidated balance sheets are valued at fair value on a non-recurring basis in accordance with ASC 820 and are classified as Level III investments. At the time of acquisition, we determined the fair value of the net real estate assets, using either the market approach, the income approach, or a combination thereof.
The Company determined the fair value of itsfour multifamily properties, one office property andone remaining retail property in the Walgreens Portfolio, obtained through foreclosure or deed-in-lieu of foreclosure, based on a combination of the market approach and the income approach.
The significant unobservable input used for the income approach is the exit capitalization rate assumptions, which ranged from 5.00% -9.50%. The significant unobservable input used for the market approach is the estimated fair value less cost to sell based on a negotiated price from an anticipated buyer.
As of December 31, 2025, the Company's Real estate owned, held for sale assets and liabilities, had a fair value of $198.9 million, net, that represented theone remaining retail property in the Walgreens Portfolio, four multifamily properties andone office property. As of December 31, 2024, the Company's real estate owned, held for sale assets and liabilities, had a fair value of $221.6 million, net, representing the remaining four retail properties in the Walgreens Portfolio andeight multifamily properties.
Mortgage servicing rights, net on the consolidated balance sheets are valued at fair value at inception, and thereafter on a non-recurring basis and are carried at the lower of amortized costs or fair value. That is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value measurement when there is evidence of impairment and for disclosure purposes. The Company's MSRs do not trade in an active, open market with readily observable prices and are classified as Level III. While sales of multifamily MSRs do occur on occasion, precise terms and conditions vary with each transaction and are not readily available. Accordingly, the Company engages the services of a third party independent valuation firm to determine the estimated fair value who use discounted cash flow models that calculate the present value of estimated future net servicing income. The model considers contractually specified servicing fees, prepayment assumptions, estimated placement fee revenue from escrow deposits, and other economic factors. The Company periodically reassesses and adjusts, when necessary, the underlying inputs and assumptions that a market participant would consider in valuing MSR assets.
Financial Instruments Not Measured at Fair Value
The Company's financial assets and liabilities that are not reported at fair value in the consolidated balance sheets are reported below as of December 31, 2025 and 2024 (dollars in thousands):
| December 31, 2025 · December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Level · Carrying Amount · Fair Value · Level · Carrying Amount · Fair Value | |||||||
| Commercial mortgage loans, held for investment(1) | Asset | III | $4,421,436 | $4,411,871 | III | $4,986,750 | $4,935,380 |
| Pledged investment securities | Asset | I | 20,483 | 21,175 | I | — | — |
| Collateralized loan obligations(2) | Liability | II | 2,735,582 | 2,757,931 | II | 3,628,270 | 3,645,330 |
| Mortgage note payable | Liability | III | 23,998 | 23,998 | III | 23,998 | 23,998 |
| Other financings | Liability | III | 12,865 | 12,865 | III | 12,865 | 12,865 |
| Unsecured debt | Liability | III | 185,466 | 178,900 | III | 81,395 | 69,800 |
| Mortgage servicing rights, net | Asset | III | 212,216 | 213,572 | III | — | — |
(1) The carrying value is gross $38.3 million and $78.1 million of allowance for credit losses as of December 31, 2025 and 2024, respectively.
(2) Depending upon the significance of the fair value inputs utilized in determining these fair values, our collateralized loan obligations are classified in either Level II or Level III of the fair value hierarchy.
Repurchase agreements - commercial mortgage loans of $1.1 billion and $329.8 million as of December 31, 2025 and 2024, respectively, and repurchase agreements - real estate securities of $187.4 million and $236.6 million as of December 31, 2025 and 2024, respectively, are not carried at fair value and do not include accrued interest, which are presented in Note 12 – Debt. For these instruments, carrying value generally approximates fair value and are classified as Level III.
The fair value of the commercial mortgage loans, held for investment is estimated using a discounted cash flow analysis, based on the Advisor's experience with similar types of investments. Pledged investment securities are comprised of treasury securities for which fair value is generally estimated using discounted cash flow analysis. The Company estimates the fair value of the collateralized loan obligations using external broker quotes. The mortgage note payable was recorded at transaction proceeds, which are considered to be the best initial estimate of fair value. The fair value of the other financings is generally estimated using a discounted cash flow analysis. The fair value of the unsecured debt is based on discounted cash flows using Company estimates for market yields on similarly structured debt instruments.
Note 20 - Derivative Instruments
The Company uses derivative instruments primarily to manage the fair value variability of fixed rate assets caused by interest rate fluctuations and overall portfolio market risk. The following derivative instruments were outstanding as of December 31, 2025 and December 31, 2024 (dollars in thousands):
| December 31, 2025 · December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Fair Value | Fair Value | |||||
| Contract type | Notional | Assets | Liabilities | Notional | Assets | Liabilities |
| Credit default swaps | $31,500 | $— | $714 | $80,000 | $— | $1,787 |
| Options | — | — | — | — | 295 | 112 |
| Treasury note futures | 19,600 | — | 28 | 68,300 | 891 | — |
| Total | $51,100 | $— | $742 | $148,300 | $1,186 | $1,899 |
The following table indicates the net realized and unrealized gains and losses on derivatives, by primary underlying risk exposure, as included in the consolidated statements of operations for the year ended December 31, 2025, 2024 and 2023:
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | ||||
|---|---|---|---|---|---|---|
| Contract type | Unrealized gain/(loss) | Realized gain/(loss) | Unrealized gain/(loss) | Realized gain/(loss) | Unrealized gain/(loss) | Realized gain/(loss) |
| Credit default swaps | $(77) | $(50) | $75 | $(112) | $41 | $(36) |
| Interest rate swaps | — | — | — | — | (90) | 672 |
| Options | 22 | (256) | 83 | (90) | — | — |
| Treasury note futures | (1,018) | 1,179 | 892 | (1,059) | (91) | 362 |
| Total | $(1,073) | $873 | $1,050 | $(1,261) | $(140) | $998 |
Interest rate swap agreements are measured at fair value on a recurring basis primarily using Level II Inputs in accordance with ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). In determining fair value estimates for swaps, the Company utilizes the standard methodology of netting the discounted future fixed cash payments and the discounted future variable cash receipts which are based on expected future interest rates derived from observable market interest rate curves. The Company also incorporates both its own nonperformance risk and its counterparties’ nonperformance risk in determining fair value. In considering the effect of nonperformance risk, the Company considered the impact of netting and credit enhancements, such as collateral postings and guarantees, and has concluded that counterparty risk is not significant to the overall valuation.
Note 21 - Offsetting Assets and Liabilities
The Company's consolidated balance sheets used a gross presentation of repurchase agreements and collateral pledged. The table below provides a gross presentation, the effects of offsetting, and a net presentation of the Company's derivative instruments and repurchase agreements as of December 31, 2025 and 2024 (dollars in thousands):
| Gross Amounts Not Offset on the Balance Sheet | ||||||
|---|---|---|---|---|---|---|
| Assets(1) | Gross Amounts of Recognized Assets | Gross Amounts Offset on the Balance Sheet | Net Amount of Assets Presented on the Balance Sheet | Financial Instruments | Cash Collateral(2) | Net Amount |
| Derivative instruments, at fair value | $— | $— | $— | $— | $— | $— |
| Derivative instruments, at fair value | $1,186 | $1,186 | $— | $— | $— | $— |
| Gross Amounts Not Offset on the Balance Sheet | ||||||
|---|---|---|---|---|---|---|
| Liabilities | Gross Amounts of Recognized Liabilities | Gross Amounts Offset on the Balance Sheet | Net Amount of Assets Presented on the Balance Sheet | Financial Instruments | Cash Collateral(2) | Net Amount |
| Repurchase agreements, commercial mortgage loans | $1,087,087 | $— | $1,087,087 | $1,087,087 | $— | $— |
| Repurchase agreements, real estate securities | 187,371 | — | 187,371 | 187,371 | — | — |
| Derivative instruments, at fair value | 742 | — | 742 | — | 742 | — |
| Repurchase agreements, commercial mortgage loans | $329,811 | $— | $329,811 | $329,811 | $— | $— |
| Repurchase agreements, real estate securities | 236,608 | — | 236,608 | 236,608 | — | — |
| Derivative instruments, at fair value | 1,899 | 1,186 | 713 | — | 713 | — |
(1)As of December 31, 2025, there were no assets which were presented gross within the scope of ASC 210-20, Balance Sheet—Offsetting.
(2) Included in Restricted cash in the Company's consolidated balance sheets.
Note 22 - Segment Reporting
Effective July 1, 2025, in order to better align with the manner in which the CODM (as defined below) reviews financial performance and allocates resources, the Company combined the real estate debt business and the real estate securities business intoone reportable segment, Real Estate Debt and Other Real Estate Investments. Additionally, following the acquisition of the NewPoint business, the Company added the Agency Business as a new reportable segment to reflect the distinct nature of its agency-related origination and servicing activities. Prior period segment results have been recast to conform to this new presentation. These changes affect only the presentation of the Company’s reportable segments and have no impact on its consolidated financial position, results of operations, or cash flows.
The Company conducts its business through the following segments:
The real estate debt business focuses on originating, acquiring and asset managing commercial real estate debt investments, including first mortgages, subordinate mortgages, mezzanine loans and participations in such loans. The business also focuses on investing in and asset managing real estate securities, historically focusing on CMBS, CMBS bonds, CDO notes, and other securities.
The Agency Business focuses on originating, selling, and servicing loans under programs offered by GSE’s and Agencies, such as Fannie Mae, Freddie Mac, Ginnie Mae, and HUD. Additionally, the business services external portfolios of commercial real estate financing products.
The commercial real estate conduit business, operated through the Company's TRS, is focused on generating risk-adjusted returns by originating and subsequently selling fixed-rate commercial real estate loans into the CMBS securitization market at a profit. The TRS may also hold certain mezzanine loans that don't qualify as good REIT assets due to any potential loss from foreclosure.
The segments are based on financial information presented to the President of Commercial Real Estate, and the Chief Financial Officer / Chief Operating Officer of the Company, who are determined to jointly be the Chief Operating Decision Maker (“CODM”). The CODM oversees activities and operations of the business, which includes assessing performance, liquidity, and profit or loss on each operating segment. Profit or loss on segment operations is measured by net income/(loss) included in the consolidated statements of operations. The CODM uses net income/(loss) to measure return on equity to assess the liquidity associated with equity that is allocated to each business based on the Company’s investment objectives and strategies.
The following table represents the Company's operations by segment for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):
| December 31, 2025 | Total | Real Estate Debt and Other Real Estate Investments | Agency Business | Conduit | Real Estate Owned |
|---|---|---|---|---|---|
| Interest income | $430,280 | $407,155 | $12,797 | $6,523 | $3,805 |
| Mortgage Servicing Rights | 28,570 | — | 28,570 | — | — |
| Servicing Revenue | 12,516 | — | 12,516 | — | — |
| Revenue from real estate owned | 29,633 | — | 20 | — | 29,613 |
| Interest expense | (288,327) | (265,396) | (13,898) | (660) | (8,373) |
| Compensation and benefits | (53,739) | — | (53,739) | — | — |
| Administrative services expenses | (13,346) | (8,551) | (609) | (4,186) | — |
| Depreciation and amortization | (9,593) | — | (4,168) | — | (5,425) |
| Operating expenses | (100,574) | (48,959) | (13,652) | (6,381) | (31,582) |
| Other segment items(1)(2) | 48,665 | (6,296) | 44,255 | 15,110 | (4,404) |
| Net income/(loss) | 84,085 | 77,953 | 12,092 | 10,406 | (16,366) |
| Total assets as of December 31, 2025 | 6,057,250 | 4,797,877 | 857,562 | 33,015 | 368,796 |
| Interest income | $526,076 | $519,342 | $— | $5,553 | $1,181 |
| Mortgage Servicing Rights | — | — | — | — | — |
| Servicing Revenue | — | — | — | — | — |
| Revenue from real estate owned | 22,849 | — | — | — | 22,849 |
| Interest expense | (338,471) | (335,718) | — | (721) | (2,032) |
| Compensation and benefits | — | — | — | — | — |
| Administrative services expenses | (9,707) | (4,582) | — | (5,125) | — |
| Depreciation and amortization | (5,630) | — | — | — | (5,630) |
| Operating expenses | (62,934) | (41,284) | — | (4,930) | (16,720) |
| Other segment items(1)(2) | (39,780) | (43,254) | — | 11,605 | (8,131) |
| Net income/(loss) | 92,403 | 94,504 | — | 6,382 | (8,483) |
| Total assets as of December 31, 2024 | 6,002,386 | 5,466,780 | — | 128,430 | 407,176 |
| Interest income | $552,506 | $547,439 | $— | $2,244 | $2,823 |
| Mortgage Servicing Rights | — | — | — | — | — |
| Servicing Revenue | — | — | — | — | — |
| Revenue from real estate owned | 17,021 | — | — | — | 17,021 |
| Interest expense | (305,577) | (302,445) | — | (1,150) | (1,982) |
| Compensation and benefits | — | — | — | — | — |
| Administrative services expenses | (14,440) | (8,313) | — | (6,127) | — |
| Depreciation and amortization | (7,128) | — | — | — | (7,128) |
| Operating expenses | (61,493) | (52,115) | — | (5,412) | (3,966) |
| Other segment items(1)(2) | (36,380) | (28,649) | — | (80) | (7,651) |
| Net income/(loss) | 144,509 | 155,917 | — | (10,525) | (883) |
| Total assets as of December 31, 2023 | 5,955,180 | 5,618,320 | — | 66,503 | 270,357 |
(1) For each reportable segment, other segment items category includes:
Real Estate Debt - specific and general allowance for credit losses, gains/(losses) associated with debt extinguishment, and gains/(losses) associated with sales of CMBS bonds and divestment of trading securities
Agency Business - allowance for loss sharing provision, gains/(losses) associated with sales of Agency loans, gains/(losses) related to movements in the fair value of forward sale commitments, and (provisions)/benefits on taxable income.
Conduit - gains/(losses) associated with fair value measurements and securitizations or sales of held for sale loans, fair value measurements and terminations of derivative instruments, and (provisions)/benefits on taxable income.
Real Estate Owned - gains/(losses) associated with other real estate investments resulting from foreclosure or sale.
(2)Stock compensation expense is allocated to each segment based on total income per segment and included within other segment items.
For the purposes of the table above, management fees have been allocated to the business segments using an agreed upon percentage of each respective segment's prior period equity. Administrative fees are derived from an agreed upon reimbursable amount based on employee time charged and allocated to the business segments.
Note 23 - Share-Based Compensation
Share Plans
The Company's 2021 Incentive plan provides the Company with the ability to grant equity-based awards to its directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, or certain of the Company's consultants, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company, the Advisor and its affiliates.
As of December 31, 2025, there were 2,880,113 shares of common stock remaining available for issuance under the Company's 2021 Incentive Plan. The Board may amend, suspend or terminate the 2021 Incentive Plan at any time; provided that no amendment, suspension or termination may impair rights or obligations under any outstanding award without the participant’s consent or violate the 2021 Incentive Plan’s prohibition on repricing.
Service-based Restricted Stock and Restricted Stock Units
In accordance with the 2021 Incentive Plan, in 2025 the Company issued awards of RSUs to its officers and certain other personnel of the Advisor who provide services to the Company under the Advisory Agreement.
Restricted Stock and RSU activity issued under the 2021 Incentive Plan for the year ended December 31, 2025 is summarized below:
| Shares Outstanding | Weighted Average Grant Date Fair Value | |
|---|---|---|
| 2021 Incentive Plan | ||
| Unvested equity awards outstanding as of December 31, 2024 | 1,278,698 | $13.58 |
| Grants | 826,881 | 12.64 |
| Forfeitures | (51,299) | 12.88 |
| Vested | (618,897) | 13.71 |
| Unvested equity awards outstanding as of December 31, 2025 | 1,435,383 | $13.01 |
The Company recognized compensation expense associated with equity awards of $9.1 million, $8.2 million, and $4.8 million during the years ended December 31, 2025, 2024, and 2023 respectively, which is included in Share-based compensation in the consolidated statements of operations. Unrecognized estimated compensation expense for these awards totaled $10.4 million as of December 31, 2025 that will be expensed over a weighted average period of 1.7 years.
Restricted Stock and RSUs granted in December 31, 2025, 2024, and 2023 had a weighted average grant date fair value of $12.64, $13.20, and $14.20, respectively. The fair value of Restricted Stock and RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $8.5 million, $5.0 million, and $2.7 million, respectively.
Note 24 - Income Taxes
The Company has conducted its operations to qualify as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2013. As a REIT, if the Company meets certain organizational and operational requirements and distributes at least 90% of its "REIT taxable income" (determined before the deduction of dividends paid and excluding net capital gains) to its stockholders in a year, it will not be subject to U.S. federal income tax to the extent of the income that it distributes. However, even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on income in addition to U.S. federal income and excise taxes on its undistributed income. The Company, through its TRSs, is indirectly subject to U.S. federal, state and local income taxes. The Company’s TRSs are not consolidated for U.S. federal income tax purposes, but is instead taxed as a C corporations. For financial reporting purposes, the TRSs are consolidated and a provision for current and deferred taxes is established for the portion of earnings recognized by the Company with respect to its interest in its TRSs. Total (provision)/benefit for income taxes for the years ended December 31, 2025, 2024 and 2023 were $(3.9) million, $(1.1) million and $2.8 million, respectively. For the reporting period, the Company paid $881,967 in federal income taxes, and $51,313 in state and local income taxes to various jurisdictions including New York State and New York City. As of December 31, 2025, our taxable REIT subsidiaries have an estimated $21.0 million of federal net operating loss ("NOL") carryforwards and $3.8 million of state and local NOL carryforwards. The NOL carryforwards are subject to certain limitations. The Company has analyzed and determined that future earnings of the Company's TRS are sufficient to support a conclusion that valuation allowance for federal NOLs is not necessary as of December 31, 2025. The Company has also evaluated its state NOLs and recorded a valuation allowance for the states where it is more likely than not that it will be realized.
NewPoint and the commercial real estate conduit business are operated through the Company’s TRS, which is subject to U.S. federal, state and local income taxes. In general, the TRS may hold assets that the REIT cannot hold directly and may engage in real estate or non-real estate-related activities. Current and deferred taxes are recorded on the portion of earnings (losses) recognized by us with respect to our interest in the TRS. Deferred income tax assets and liabilities are calculated based on temporary differences between our GAAP consolidated financials statements and the federal, state, local tax basis of assets and liabilities as of the consolidated balance sheets. We evaluate the realizability of our deferred tax assets (e.g., net operating loss and capital loss carryforwards) and recognize a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all our deferred tax assets will not be realized. When evaluating the realizability of our deferred tax assets, we consider estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available and the general and industry specific economic outlook.
The Company uses a more-likely-than-not threshold for recognition and derecognition of tax positions taken or to be taken in a tax return. The Company has assessed its tax positions for all open tax years beginning with December 31, 2018 and concluded that there were no uncertainties to be recognized. The Company’s accounting policy with respect to interest and penalties related to tax uncertainties is to classify these amounts as provision for income taxes.
Components of the provision for income taxes consist of the following (dollars in thousands):
| Year Ended December 31, | |||
|---|---|---|---|
| 2025 | 2024 | 2023 | |
| Current (provision)/benefit for income taxes | |||
| U.S. Federal | $(605) | $(1,299) | $(12) |
| State and local | (100) | (152) | (1) |
| Total current (provision)/benefit for income taxes | $(705) | $(1,451) | $(13) |
| Deferred (provision)/benefit for income taxes | |||
| U.S. Federal | $(2,390) | $446 | $2,670 |
| State and local | (789) | (115) | 100 |
| Total deferred (provision)/benefit for income taxes | $(3,179) | $331 | $2,770 |
| Total (provision)/benefit for income taxes | $(3,884) | $(1,120) | $2,757 |
A reconciliation of our effective income tax rate, as well as our effective income tax rate as a percentage of pre-tax income, to the U.S. federal statutory rate is as follows (dollars in thousands):
| Rate Reconciliation - Consolidated for F/S | ||||
|---|---|---|---|---|
| 2025 · 2024 · 2023 | ||||
| Pretax Income | ||||
| U.S. Federal Statutory Rate | $18,473 | 21.00% | 21.00% | 21.00% |
| REIT non-taxable income | (15,482) | (17.60)% | (20.09)% | (22.88)% |
| State and local taxes, net of federal benefit | 553 | 0.63% | 0.29% | (0.07)% |
| Other | 340 | 0.40% | —% | —% |
| Effective Income Tax Rate | $3,884 | 4.43% | 1.20% | (1.95)% |
The significant components of our deferred tax assets and liabilities of our TRS Consolidated Group are as follows (in thousands):
| 2025 | 2024 | |
|---|---|---|
| Deferred Tax Assets | ||
| Net operating loss carryforwards | $4,291 | $3,452 |
| Interest expense carryforwards | 205 | — |
| Intangible Assets | 1,842 | — |
| Other | 6 | 8 |
| Total Deferred Tax Assets | $6,344 | $3,460 |
| Valuation allowance | (244) | — |
| Total Deferred Tax Assets, Net | $6,100 | $3,460 |
| Deferred Tax Liabilities | ||
| Contributed Assets - Built in Gain | $7,145 | $— |
| Mortgage Servicing Rights | 5,821 | — |
| Other | 7 | 1 |
| Deferred Tax Liabilities, Net | $12,973 | $1 |
| Net DTA/(DTL) | $(6,873) | $3,459 |
As of December 31, 2025, the Company had federal net operating loss carryforwards of $21.0 million that do not expire.
As of December 31, 2025, the Company had state net operating loss carryforwards of $3.8 million that begin to expire in 2030.
The Company’s income tax returns are subject to examination by tax authorities generally for a period of three to four years after filing, depending on the jurisdiction. Accordingly, tax years 2021-2024 remain open to examination.
The tax characteristics of $1.42 distributions per share of common stock declared during 2025 was $0.84 ordinary income and $0.58 return of capital. The tax characteristics of the $1.88 per share of Series E Preferred Stock declared during 2025 was $1.88 ordinary income. The tax characteristics of the $424.86 per share of Series H Preferred Stock declared during 2025 was $424.86 ordinary income. The ordinary income per share of each stockholder represents the ordinary dividend that may be eligible for the 20% deduction applicable to qualified REIT dividends under Internal Revenue Code Section 199A.
The tax characteristics of $1.42 distributions per share of Common Stock declared during 2024 was $1.42 ordinary income. The tax characteristics of the $1.88 per share of Series E Preferred Stock declared during 2024 was $1.88 ordinary income. The tax characteristics of the $424.86 per share of Series H Preferred Stock declared during 2024 was $424.86 ordinary income. The ordinary income per share of each stockholder represents the ordinary dividend that may be eligible for the 20% deduction applicable to qualified REIT dividends under Internal Revenue Code Section 199A.
The Company utilizes the TRSs to reduce the impact of the prohibited transaction tax and to avoid penalty for the holding of assets not qualifying as real estate assets for purposes of the REIT asset tests. Any income associated with a TRS is fully taxable because the TRS is subject to federal and state income taxes as a domestic C corporation based upon its net income.
Note 25 - Subsequent Events
The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K. Based on this evaluation, there were no subsequent events from December 31, 2025 through the date the financial statements were issued.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.