Granite Point Mortgage Trust Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
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Notes to the Consolidated Financial Statements
Note 1. Organization and Operations
Granite Point Mortgage Trust Inc., or the Company, is an internally managed commercial real estate finance company that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments. These investments are capitalized by accessing a variety of funding sources, including borrowing under the Company’s bank credit facilities or other asset financings, issuing commercial real estate collateralized loan obligations, or CRE CLOs, and issuing other forms of secured and unsecured debt and equity securities, depending on market conditions and the Company’s view of the most appropriate funding option available for the Company’s investments. The Company is not in the business of buying or trading securities, and the only securities it owns are the retained interests from its CRE CLOs. The Company’s investment objective is to preserve the Company’s stockholders’ capital while generating attractive risk-adjusted returns over the long term, primarily through dividends derived from current income produced by the Company’s investment portfolio. The Company’s common stock is listed on the NYSE under the symbol “GPMT.” The Company operates its business in a manner that is intended to permit it to maintain its exclusion from registration under the Investment Company Act of 1940, or the Investment Company Act. The Company operates its business asone segment. The Company was incorporated in Maryland on April 7, 2017, and commenced operations as a publicly traded company on June 28, 2017.
The Company has elected to be treated as a real estate investment trust, or REIT, as defined under the Internal Revenue Code of 1986, as amended, or the Code, for U.S. federal income tax purposes. As long as the Company continues to comply with a number of requirements under federal tax law and maintains its qualification as a REIT, the Company generally will not be subject to U.S. federal income taxes to the extent that the Company distributes its taxable income to its stockholders on an annual basis and does not engage in prohibited transactions. However, certain activities that the Company may perform may cause it to earn income which will not be qualifying income for REIT purposes. The Company has designated one of its subsidiaries as a taxable REIT subsidiary, or TRS, as defined in the Code, to engage in such activities.
Note 2. Basis of Presentation and Significant Accounting Policies
Consolidation and Basis of Presentation
The accompanying consolidated financial statements include the accounts of all subsidiaries; inter-company accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles, or GAAP.
All entities in which the Company holds investments that are considered variable interest entities, or VIEs, for financial reporting purposes were reviewed for consolidation under the applicable consolidation guidance. Whenever the Company has both the power to direct the activities of an entity that most significantly impact the entity’s performance, and the obligation to absorb losses or the right to receive benefits of the entity that could be significant, the Company consolidates the entity. See Note 5 -Variable Interest Entities and Securitized Debt Obligationsto the Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details regarding consolidation of VIEs.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make a number of significant estimates. These include estimates of amount and timing of allowances for credit losses, fair value of certain assets and liabilities, including real estate owned and associated purchase price allocation of fair value, and other estimates that affect the reported amounts of certain assets and liabilities as of the date of the consolidated financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates (e.g., valuation changes to the underlying collateral of loans due to changes in market interest and capitalization rates, leasing, creditworthiness of major tenants, occupancy rates, availability of financing, exit plan, loan sponsorship, actions of other lenders, overall economic and capital markets conditions, the broader commercial real estate market, local geographic sub-markets or other factors) will occur in the near term.
The Company believes the estimates and assumptions underlying its consolidated financial statements are reasonable and supportable based on the information available as of December 31, 2025. However, the Company’s actual results could ultimately differ from its estimates and such differences may be material.
Significant Accounting Policies
Loans Held-for-Investment, Net
The Company originates and acquires commercial real estate debt and related instruments generally to be held as long-term investments. These assets are classified as loans held-for-investment on the consolidated balance sheets. Additionally, the
Company finances pools of its commercial real estate loans through CRE CLOs, which are considered VIEs for financial reporting purposes and, thus, are reviewed for consolidation under the applicable consolidation guidance. The Company has both the power to direct the activities of the CRE CLOs that most significantly impact the entities’ performance and the obligation to absorb losses or the right to receive benefits of the entities that could be significant; therefore, the Company consolidates the CRE CLOs and classifies the underlying loans as loans held-for-investment. The Company utilizes a third-party servicer who services the commercial real estate loans that the Company invests in and commercial real estate loans underlying CRE CLOs and other commercial real estate debt investments to collect principal and interest payments on such commercial real estate loans and performs certain asset management services.
Interest income on loans held-for-investment is recognized at the loan coupon rate. Any premiums or discounts, loan fees, contractual exit fees and origination costs are amortized or accreted into interest income over the lives of the loans using the effective interest method. Generally, loans held-for-investment are placed on nonaccrual status when delinquent for more than 90 days or when determined not to be probable of full collection. Interest income recognition is suspended when loans are placed on nonaccrual status. Interest accrued, but not collected, at the date loans are placed on nonaccrual is written off by reversing the accrued interest through interest income if determined not probable of collection, and subsequently recognized only to the extent it is received in cash or until it qualifies for return to accrual status; however, accrued interest receivable that has not been written off after 90 days, and subsequently is determined not to be probable of full collection, is written off within the provision for credit losses on the Company’s consolidated statements of comprehensive (loss) income. When there is doubt regarding the ultimate collectability of loan principal, all cash received is applied to reduce the carrying value of such loans. Loans held-for-investment are restored to accrual status only when contractually current or the collection of future payments is reasonably assured. The Company may make exceptions to placing a loan on nonaccrual status if the loan has sufficient collateral value and is in the process of collection or has been modified.
Loans held-for-investment are reported at cost, net of allowance for credit losses, any unamortized acquisition premiums or discounts, loan fees and origination costs, as applicable. Changes to the allowance for credit losses are recognized through net (loss) income on the Company’s consolidated statements of comprehensive (loss) income. The allowance is based on relevant information about past events, including historical loss experience, current portfolio, market conditions and reasonable and supportable forecasts for the duration of each respective loan. All loans held-for-investment within the Company’s portfolio have some amount of expected loss to reflect the principal underlying the Current Expected Credit Losses, or CECL, model that all loans have some inherent risk of loss, regardless of credit quality, subordinate capital or other mitigating factors. Estimating an allowance for credit losses is inherently subjective, as it requires management to exercise significant judgment in establishing appropriate factors used to determine the allowance and a variety of subjective assumptions, including (i) determination of relevant historical loan loss data sets, (ii) the expected timing and amount of future loan fundings and repayments, (iii) the current credit quality of loans and operating performance of loan collateral and the Company’s expectations of performance, (iv) selecting the forecast for macroeconomic conditions and (v) determining the reasonable and supportable forecast period.
The Company’s loans typically include commitments to fund incremental proceeds to its borrowers over the life of the loan. Those future funding commitments are also subject to an allowance for credit losses. The allowance for credit losses related to future loan fundings is recorded as a component of other liabilities on the Company’s consolidated balance sheets, and not as an offset to the related loan balance. This allowance for credit losses is estimated using the same process outlined below for the Company’s outstanding loan balances, and changes in this component of the allowance for credit losses similarly flow through the Company’s consolidated statements of comprehensive (loss) income.
The allowance for credit losses is estimated on a quarterly basis and represents management’s estimates of current expected credit losses in the Company’s investment portfolio. Pools of loans with similar risk characteristics are collectively evaluated while loans that no longer share risk characteristics with loan pools are evaluated individually. The Company employed quarterly updated macroeconomic forecasts, which reflect expectations for overall economic output, interest rates, values of real estate properties and other factors; geopolitical instability; and the Federal Reserve monetary policy impact on the overall U.S. economy and commercial real estate markets generally. These estimates may change in future periods based on available future macroeconomic data and might result in a material change in the Company’s future estimates of expected credit losses for its loan portfolio.
The Company generally estimates its allowance for credit losses by using a probability-weighted analytical model that considers the likelihood of default and loss-given-default for each individual loan. The Company licenses certain macroeconomic financial forecasts from a third party to inform its view of the potential future impact that broader macroeconomic conditions may have on the performance of the loans held-for-investment. These macroeconomic factors include unemployment rates, interest rates, price indices for commercial property and other factors. The Company may use one or more of these forecasts in the process of estimating its allowance for credit losses. Selection of these economic forecasts requires significant judgment about future events that, while based on the information available to the Company as of the balance sheet date, are ultimately unknowable with certainty, and the actual economic conditions impacting the Company’s portfolio could vary significantly from the estimates the Company made for the periods presented. Significant inputs to the Company’s estimate of the allowance for credit losses include the reasonable and supportable forecast period and loan-specific factors such as debt service coverage ratio, or DSCR, loan-to-value ratio, or LTV, remaining contractual loan term, property type and others. In addition, the Company also considers relevant loan-specific qualitative factors to estimate its allowance for credit losses. In certain instances, for loans with unique risk characteristics, the Company may instead elect to employ different methods to estimate loan losses.
The Company considers loan investments that are both (i) expected to be substantially repaid through the operation or sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be “collateral-dependent” loans. If the Company determines foreclosure of the collateral is probable, the Company measures the expected losses based on the difference between the fair value of the collateral, less costs to sell if the Company intends to sell the collateral, and the amortized cost basis of the loan as of the measurement date. If the Company determines foreclosure is not probable, the Company applies a practical expedient to estimate expected losses using the difference between the collateral’s fair value (less costs to sell the asset if repayment is expected through the sale of the collateral) and the amortized cost basis of the loan.
While utilizing the practical expedient for collateral-dependent loans, the Company generally estimates the fair value of the loan’s underlying collateral using a discounted cash flow model, less the estimated cost to foreclose and sell the property when applicable. The estimation of the fair value of the collateral property involves using various Level 3 unobservable assumptions, which are inherently uncertain and subjective, and are in part developed based on discussions with various market participants and management’s best estimates, which may vary depending on the information available and market conditions as of the valuation date. These assumptions include property net operating income, capitalization rates, and discount rates. Selecting the appropriate inputs and assumptions requires significant judgment and consideration of various factors that are specific to the underlying collateral property being assessed. The Company’s estimate of the fair value of the collateral property is sensitive to both the valuation methodology selected and inputs used in the analysis. As a result, the fair value of the collateral property used in determining the expected credit losses is subject to uncertainty and any actual losses, if incurred, could differ materially from the estimated provision for credit losses.
Loans Held-for-Sale
The Company classifies certain loans as held-for-sale based on management’s intent to sell or otherwise dispose of them. Loans held-for-sale are reported at the lower of amortized cost or fair value. Interest income on loans held-for-sale is recognized at the loan coupon rate and recorded on the consolidated statements of comprehensive (loss) income.
Cash and Cash Equivalents
Cash and cash equivalents include cash held in bank accounts and cash held in money market funds on an overnight basis.
Restricted Cash
Restricted cash includes certain cash balances the Company is required to maintain in restricted accounts as collateral for the Company’s repurchase agreements and with counterparties to support activities related to securities. Cash held by counterparties as collateral, which resides in non-interest bearing accounts, is not available to the Company for general corporate purposes, but may be applied against amounts due to securities and repurchase agreement counterparties or returned to the Company when the collateral requirements are exceeded or at the maturity of the repurchase agreement.
Accrued Interest Receivable
Accrued interest receivable represents interest that is due and payable to the Company. Cash payment is generally received within 30 days of recording the receivable. The Company generally writes off the accrued interest receivable balance when interest is 90 days or more past due unless the loan is both well secured and in the process of collection. Write-offs of accrued interest receivable are generally recognized within interest income in the consolidated statements of comprehensive (loss) income. Accrued interest receivable that has not been written off after 90 days, and subsequently is determined not to be probable of full collection, is written off within the provision for credit losses on the Company’s consolidated statements of comprehensive (loss) income.
Due from Counterparties
Due from counterparties includes cash held by counterparties as collateral against the Company’s repurchase agreements but represents excess capacity and is deemed unrestricted and a receivable from the counterparty as of the balance sheet date. Due from counterparties is included within other assets on the Company’s consolidated balance sheets.
Real Estate Owned
As part of its portfolio management strategy to maximize an economic outcome from a defaulted loan, the Company may assume legal title or physical possession of the underlying collateral property through foreclosure or the execution of a deed-in-lieu of foreclosure. Real estate acquired through a foreclosure or by deed-in-lieu of foreclosure is classified as REO. The Company’s basis in REO and related acquired assets is equal to the estimated fair value of the collateral on the acquisition date and allocated within Real estate owned, Other assets and Other liabilities on the Company’s consolidated balance sheets. The estimated fair value of REO is determined using generally accepted valuation techniques, including a discounted cash flow model and inputs that include the highest and best use for each asset, estimated future values based on discussions with local brokers, investors and other market participants, the estimated holding period for the asset, and discount rates and capitalization rates that reflect estimated investor return requirements for the risks associated with the expected use of each asset. If the estimated fair value of REO is lower than the carrying value of the related loan upon acquisition, the difference is recorded through the provision for credit losses in the Company’s consolidated statements of comprehensive (loss) income. Upon acquisition, the Company allocates the fair value of REO to land and land improvements, building and building improvements, tenant improvements, intangible assets and intangible liabilities, utilizing the relative fair value, as applicable.
As of December 31, 2025, REO and related acquired assets, except for land, are depreciated using the straight-line method over estimated useful lives as follows:
| Description | Depreciable Life |
|---|---|
| Building | 39 years |
| Building improvements | 15 years |
| Tenant improvements | Over lease terms |
| Lease commissions | Over lease terms |
| Lease intangibles | Over lease terms |
Renovations and/or replacements that improve or extend the life of the REO are capitalized and depreciated over their estimated useful lives. The cost of ordinary repairs and maintenance are expensed as incurred in the Company’s consolidated statements of comprehensive (loss) income.
Building and tenant improvements depreciation and in-place lease intangibles amortization expense are recognized in expenses from real estate owned operations in the Company’s consolidated statements of comprehensive (loss) income. Above-market lease intangibles amortization and below-market lease intangibles accretion are recognized in revenue from real estate owned operations in the Company’s consolidated statements of comprehensive (loss) income.
REO is initially measured at fair value and is thereafter subject to an impairment assessment on a quarterly basis. Subsequent to an REO acquisition, events or circumstances may occur that may result in a material and sustained decrease in the cash flows generated from the property. REO is evaluated for recoverability when impairment indicators are identified. Upon the identification of an impairment indicator, an REO asset is further considered for impairment when the sum of estimated future undiscounted cash flows to be generated by the REO asset over the estimated remaining holding period is less than the carrying value of such REO asset. An impairment charge is recorded when the carrying value of the REO exceeds the fair value. When determining the fair value of an REO asset, the Company makes certain assumptions including, but not limited to, projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the REO asset. Any impairment losses and gains or losses on sale are included in the Company’s consolidated statements of comprehensive (loss) income. Revenue and expenses from REO operations are included in the consolidated statements of comprehensive (loss) income within Revenue from real estate owned operations and Expenses from real estate owned operations, as applicable. During the year ended December 31, 2025, the Company recorded a $6.8 million impairment loss. Refer to Note 8 -Fair Value for further discussion. The Company didnot record any impairments of real estate for the year ended December 31, 2024.
Repurchase Facilities
The Company finances certain of its loans held-for-investment through the use of repurchase facilities. Borrowings under repurchase facilities generally bear interest rates of a specified margin over one-month SOFR, and are generally uncommitted. The repurchase facilities are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements.
Securitized Debt Obligations
The Company finances pools of its loans held-for-investment through CRE CLOs retaining the subordinate securities in its investment portfolio. CRE CLOs are accounted for as financing arrangements and consolidated on the Company’s consolidated financial statements. The securitized debt obligations not retained by the Company, which are nonrecourse to the Company beyond the assets held in CRE CLOs, are recorded at outstanding principal balance, net of any unamortized deferred debt issuance costs, on the Company’s consolidated balance sheets.
Secured Credit Facilities
The Company finances certain of its loans held-for-investment through the use of a secured credit facility. Borrowings under the secured credit facility generally bear interest rates of a specified margin over one-month SOFR. The secured credit facility financings are treated as collateralized financing transactions and are carried at their contractual amounts, as specified in the respective agreements.
The Company finances certain of its real estate owned assets through the use of a mortgage loans payable. Borrowings under the mortgage loans payable generally bear interest rates of a specified margin over one-month SOFR. The mortgage loans payable financings are treated as collateralized financing transactions and are carried at their contractual amounts, net of any deferred debt issuance costs, as specified in the respective agreements.
Deferred Debt Issuance Costs
Because the outstanding balance of the Company’s repurchase agreement facilities, asset-specific financing facilities, revolving credit facilities and secured credit facilities may fluctuate as the Company borrows and repays amounts, the Company presents unamortized deferred debt issuance costs related to these credit facilities as an asset on its consolidated balance sheets within other assets. Amortization of deferred debt issuance costs over the term of the related facilities is reported within interest expense on the consolidated statements of comprehensive (loss) income.
Accrued Interest Payable
Accrued interest payable represents interest that is due and payable to third parties. Interest is generally paid within 30 days to three months of recording the payable, based upon the Company’s remittance requirements. Accrued interest payable is included within other liabilities on the Company’s consolidated balance sheets.
Income Taxes
The Company has elected to be taxed as a REIT under the Code and the corresponding provisions of state law. To qualify as a REIT, the Company must distribute at least 90% of its annual REIT taxable income to stockholders (not including taxable income retained in its taxable subsidiaries) within the time frame set forth in the Code and the Company must also meet certain other requirements. In addition, because certain activities, if performed by the Company, may cause the Company to earn income which does not qualify for the REIT gross income tests, the Company has formed a TRS, to engage in such activities. The TRS’s activities are subject to income taxes, as well as any REIT taxable income not distributed to stockholders.
The Company assesses its tax positions for all open tax years and determines whether the Company has any material unrecognized liabilities in accordance with ASC 740, Income Taxes, or ASC 740. The Company records these liabilities to the extent the Company deems them more likely than not to be incurred. The Company classifies interest and penalties on material uncertain tax positions as interest expense and operating expense, respectively, in its consolidated statements of comprehensive (loss) income.
Permanent Equity
The Company has common stock and preferred stock outstanding that are classified as permanent equity. The Company’s common stock is perpetual in nature with voting rights and dividend rights. The Company’s Series A Preferred Stock is classified as permanent equity. The outstanding shares of Series A Preferred Stock may be redeemed by the Company on and after November 30, 2026. See Note 10 –Preferred Stock for additional details regarding the Series A Preferred Stock.
Earnings (Loss) Per Share
Basic and diluted earnings per share are computed by dividing net income by the weighted average number of common shares and potential common shares outstanding. For both basic and diluted per share calculations, potential common shares represents issued and unvested shares of restricted stock, which have full rights to the common stock dividend declarations of the Company.
Equity Incentive Plans
On June 2, 2022, the Company’s stockholders approved the adoption of the Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan, or the 2022 Plan. With the adoption of the 2022 Plan, no new equity awards could be granted under the Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan, or the 2017 Plan, but previously granted equity awards remained outstanding under the 2017 Plan until December 31, 2025. On December 31, 2025, the final equity awards that had been outstanding under the 2017 Plan vested in full.
On June 5, 2025, the Company’s stockholders approved an amendment to the 2022 Plan, resulting in the Granite Point Mortgage Trust Inc. Amended and Restated 2022 Omnibus Incentive Plan, or the A&R 2022 Plan. The A&R 2022 Plan permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units (both non-performance-based, or RSUs, and performance-based, or PSUs), dividend equivalent rights, other stock-based awards and other cash-based awards to employees, certain consultants of the Company and members of the board of directors.
See Note 12 -Equity Incentive Plansfor further details regarding the Equity Incentive Plans.
The cost of equity-based compensation is measured at its fair value at the grant date. Restricted stock and RSU-related compensation is amortized over the vesting term. PSU-related compensation is amortized over the vesting term to the extent that management estimates that it is probable that the performance conditions will be achieved. Changes in the estimate of the probability of achievement of the PSU performance conditions are recorded as a cumulative catch-up adjustment to retroactively apply the new estimate. The Company accounts for forfeitures as they occur. Amortization expense is included within compensation and benefits expense on the consolidated statements of comprehensive (loss) income.
Recently Issued and/or Adopted Accounting Standards
Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU 2023-09. The new guidance requires entities to disclose the amount of income taxes paid, net of refunds received, disaggregated by federal, state and foreign jurisdiction, with the intention of improving the transparency of income tax disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and is to be adopted on a prospective basis with the option to apply retrospectively. The Company has adopted ASU 2023-09, which did not have a material impact on the Company’s financial condition, results of operations or financial statement disclosures.
Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU 2024-03. The new guidance requires a public business entity to provide disaggregated disclosures in the notes to the financial statements of certain categories of expenses that are included in expense line items on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026. The guidance is applied prospectively and may be applied retrospectively. The Company is evaluating the impact of ASU 2024-03.
Note 3. Loans Held-for-Investment, Net of Allowance for Credit Losses
The following tables summarize the Company’s loans held-for-investment by asset type, property type and geographic location as of December 31, 2025, and December 31, 2024:
| December 31, 2025 | |||
|---|---|---|---|
| (dollars in thousands) | SeniorLoans(1) | B-Notes(2) | Total |
| Unpaid principal balance | $1,677,017 | $12,950 | $1,689,967 |
| Unamortized net deferred origination fees | (6,323) | — | (6,323) |
| Allowance for credit losses | (145,891) | (21) | (145,912) |
| Carrying value | $1,524,803 | $12,929 | $1,537,732 |
| Unfunded commitments | $77,399 | $— | $77,399 |
| Number of loans | 42 | 1 | 43 |
| Weighted average coupon(3) | 6.2% | 8.0% | 6.2% |
| Weighted average years to maturity(4) | 0.5 | 1.1 | 0.5 |
| December 31, 2024 | |||
|---|---|---|---|
| (dollars in thousands) | Senior Loans(1) | B-Notes(2) | Total |
| Unpaid principal balance | $2,093,096 | $13,238 | $2,106,334 |
| Unamortized net deferred origination fees | (8,959) | — | (8,959) |
| Allowance for credit losses | (199,556) | (171) | (199,727) |
| Carrying value | $1,884,581 | $13,067 | $1,897,648 |
| Unfunded commitments | $90,641 | $— | $90,641 |
| Number of loans | 53 | 1 | 54 |
| Weighted average coupon(3) | 6.3% | 8.0% | 6.4% |
| Weighted average years to maturity(4) | 0.6 | 2.1 | 0.6 |
(1)Loans primarily secured by a first priority lien on commercial real property and related personal property and also includes, when applicable, any companion subordinate loans or other investments.
(2)A subordinate loan secured by the same mortgage as the senior loan.
(3)Weighted average coupon inclusive of the impact of nonaccrual loans.
(4)Based on contractual maturity date, including maturity defaulted loans with no remaining term. Certain loans are subject to contractual extension options with such conditions stipulated in the applicable loan documents. Actual maturities may differ from contractual maturities stated herein as certain borrowers may have the right to prepay with or without paying a prepayment fee. The Company may also extend contractual maturities in connection with certain loan modifications.
| (dollars in thousands) | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Property Type | Carrying Value | % of Loan Portfolio | Carrying Value | % of Loan Portfolio |
| Office | $670,061 | 43.6% | $872,306 | 46.0% |
| Multifamily | 480,737 | 31.3% | 574,032 | 30.2% |
| Hotel | 106,208 | 6.9% | 114,054 | 6.0% |
| Retail | 126,757 | 8.2% | 164,424 | 8.7% |
| Industrial | 113,791 | 7.4% | 113,890 | 6.0% |
| Other | 40,178 | 2.6% | 58,942 | 3.1% |
| Total | $1,537,732 | 100.0% | $1,897,648 | 100.0% |
| (dollars in thousands) | December 31, 2025 | December 31, 2024 | ||
|---|---|---|---|---|
| Geographic Location | Carrying Value | % of Loan Portfolio | Carrying Value | % of Loan Portfolio |
| Northeast | $384,371 | 25.0% | $485,062 | 25.6% |
| Southwest | 330,382 | 21.5% | 417,425 | 22.0% |
| West | 233,741 | 15.2% | 272,633 | 14.4% |
| Midwest | 259,115 | 16.9% | 300,617 | 15.8% |
| Southeast | 330,123 | 21.4% | 421,911 | 22.2% |
| Total | $1,537,732 | 100.0% | $1,897,648 | 100.0% |
Loan Portfolio Activity
The following table summarizes activity related to loans held-for-investment, net of allowance for credit losses, for the years ended December 31, 2025 and 2024:
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| (in thousands) | Amortized Cost | Allowance for Credit Losses | Carrying Value | Amortized Cost | Allowance for Credit Losses | Carrying Value |
| Balance at beginning of period | $2,097,375 | $(199,727) | $1,897,648 | $2,718,486 | $(134,661) | $2,583,825 |
| Originations, additional fundings, upsizing of loans and capitalized deferred interest(1) | 50,667 | — | 50,667 | 106,256 | — | 106,256 |
| Repayments | (324,763) | — | (324,763) | (528,746) | — | (528,746) |
| Transfers to loans held-for-sale, net of discount at time of transfer | — | — | — | (16,400) | — | (16,400) |
| Transfers in from loan related receivables and payables | 980 | — | 980 | — | — | — |
| Transfers in of other investments from other assets | 730 | — | 730 | — | — | — |
| Transfers to real estate owned(2) | (63,353) | — | (63,353) | (35,659) | — | (35,659) |
| Net discount accretion (premium amortization) | — | — | — | 15 | — | 15 |
| Increase (decrease) from net deferred origination fees | (1,992) | — | (1,992) | (4,326) | — | (4,326) |
| Amortization of net deferred origination fees | 4,498 | — | 4,498 | 4,067 | — | 4,067 |
| Provision for credit losses | — | (26,325) | (26,325) | — | (202,565) | (202,565) |
| Write-offs | (80,498) | 80,498 | — | (146,318) | 146,318 | — |
| Recoveries of previous write-offs | — | (358) | (358) | — | (8,819) | (8,819) |
| Balance at end of period | $1,683,644 | $(145,912) | $1,537,732 | $2,097,375 | $(199,727) | $1,897,648 |
(1)Includes $8.2 million of other investments classified as loans held-for-investment during the year ended December 31, 2025.
(2)Total transfers to real estate owned of $71.0 million comprised of $63.4 million of loans held-for-investment and $7.6 million in related receivables during the year ended December 31, 2025.
Allowance for Credit Losses
The following table presents the changes for the years ended December 31, 2025 and 2024 in the allowance for credit losses on loans held-for-investment:
| Loans Held-for-Investment · Unfunded Loan Commitments(1) | |||||
|---|---|---|---|---|---|
| Specific Reserve | General Reserve | Total Specific and General Reserve | Total General Reserve | Total Allowance for Credit Losses | |
| Balance at beginning of period | $154,687 | $45,040 | $199,727 | $1,303 | $201,030 |
| Provision for (benefit from) credit losses | 29,919 | (3,594) | 26,325 | 1,214 | 27,539 |
| Write-off | (80,498) | — | (80,498) | — | (80,498) |
| Recoveries of previous write-offs | 358 | — | 358 | — | 358 |
| Balance at end of period | $104,466 | $41,446 | $145,912 | $2,517 | $148,429 |
| Balance at beginning of period | $91,372 | $43,289 | $134,661 | $2,456 | $137,117 |
| Provision for (benefit from) credit losses | 196,648 | 5,917 | 202,565 | (1,153) | 201,412 |
| Write-off | (142,152) | (4,166) | (146,318) | — | (146,318) |
| Recoveries of previous write-offs | 8,819 | — | 8,819 | — | 8,819 |
| Balance at end of period | $154,687 | $45,040 | $199,727 | $1,303 | $201,030 |
(1)The current expected credit loss, or CECL, reserve for unfunded commitments is included in “Other liabilities” on the consolidated balance sheets.
During the year ended December 31, 2025, the Company recorded a net decrease of $(52.6) million in its total allowance for credit losses on its loan portfolio primarily due to $(80.5) million in write-offs, partially offset by a $27.5 million provision for credit losses. The write-offs were the result of resolutions offive loans that had been previously individually assessed, and the provision was primarily driven by additional specific reserves on loans that were assessed individually during the year ended December 31, 2025.
As of December 31, 2025, the Company hadfour collateral-dependent loans with an aggregate principal balance of $248.7 million, for which the Company recorded an allowance for credit losses of $104.5 million. The performance of the collateral properties securing these loans, which includeone office building, one retail property, one hotel property and one multifamily property, has been impacted by an uncertain commercial real estate market and macroeconomic outlook, which includes weakening in credit fundamentals, capital markets volatility and significantly reduced real estate transaction activity, especially for certain property types, such as office assets located in underperforming markets with reduced tenant demand, and a higher cost of capital driven by elevated interest rates. These macroeconomic and market factors have resulted in the slowing of business plan execution and reduced market liquidity, thereby impacting the borrowers’ ability to either sell or refinance their properties to repay the Company’s loans. See Note 8 -Fair Value, for further detail on the fair value measurement of these loans.
Nonaccrual Loans
The following table presents the changes in the amortized cost of loans held-for-investment on nonaccrual status for the years ended December 31, 2025 and 2024:
| Year Ended December 31, | ||
|---|---|---|
| (in thousands) | 2025 | 2024 |
| Nonaccrual loan amortized cost at beginning of period | $453,052 | $449,601 |
| Addition of nonaccrual loan amortized cost | 108,286 | 355,092 |
| Reduction of nonaccrual loan amortized cost | (283,842) | (351,641) |
| Nonaccrual loan amortized cost at end of period | $277,496 | $453,052 |
As of December 31, 2025, the Company hadfive senior loans, andfour other investments classified as loans held-for-investment, with a total unpaid principal balance of $278.1 million and amortized cost of $277.5 million that were held on nonaccrual status, compared toseven senior loans with a total unpaid principal balance of $453.3 million and amortized cost of
$453.1 million that were held on nonaccrual status as of December 31, 2024. All other loans were considered current with respect to principal and interest payments due as of December 31, 2025, and December 31, 2024.
Loan Modifications
As part of its asset and portfolio management strategy, the Company may amend or modify a loan depending on the loan’s specific facts and circumstances. These loan modifications typically include additional time for the borrower to refinance or sell the collateral property, adjustment or waiver of performance tests that are prerequisite to the extension of a loan’s maturity, and/or deferral of scheduled principal payments. In exchange for a modification, the Company may receive a partial repayment of principal, a short-term accrual of capitalized interest for a portion of interest due, a cash infusion to replenish interest or capital improvement reserves, termination of all or a portion of the remaining unfunded loan commitment, additional call protection, and/or an increase in the loan coupon or fees, among other items.
During the year ended December 31, 2025, the Company entered into three loan modifications that met the disclosure requirements pursuant to ASU 2022-02, Troubled Debt Restructurings And Vintage Disclosures.
During the year ended December 31, 2025, the Company completed the modification of a senior loan secured by an office property located in Encino, CA. As of December 31, 2025, and December 31, 2024, the loan had a principal balance of $45.0 million and $42.4 million, respectively, and an amortized cost of $44.8 million and $42.2 million, respectively. The terms of the modification included, among other things, (i) atwo-year extension of the fully-extended maturity date to October 9, 2028; and (ii) a $3.8 million upsizing of the total commitment of the loan. Additionally, the Company made a $1.6 million non-controlling preferred equity investment in a limited liability company, or LLC, that is the borrower of the senior loan with an initial redemption date of October 9, 2026, which is determined by the maturity date of the associated senior loan. The Company may invest up to an additional $2.0 million in the preferred equity investment. The preferred equity investment will earn a deferred preferred return, which carries an accrual rate of 12%. Due to the uncertainty of collection of any preferred equity investment accrued amounts, the Company is not accruing any income on the preferred equity investment. The preferred equity investment is included in the Company's consolidated balance sheets within loans held-for-investment. The senior loan was performing pursuant to its modified contractual terms and accruing interest income on the consolidated statements of income as of December 31, 2025.
During the year ended December 31, 2025, the Company completed the modification of a senior loan secured by a hotel property located in Tempe, AZ. As of December 31, 2025, and December 31, 2024, the loan had a principal balance of $26.9 million and $25.2 million, respectively, and an amortized cost of $26.9 million and $25.1 million, respectively. The terms of the modification included, among other things, (i) an extension of the fully extended maturity date to May 9, 2026; and (ii) a $2.5 million upsizing of the total commitment of the loan, resulting in an aggregate $3.7 million upsizing of the total commitment when considering other modifications occurring during the 12 months ended December 31, 2025. Due to the uncertainty with respect to the collection of future principal and interest, the loan was deemed collateral dependent, assigned a risk rating of “5” and was placed on nonaccrual status. The senior loan was performing pursuant to its modified contractual terms as of December 31, 2025.
During the year ended December 31, 2025, the Company completed the modification of a senior loan secured by a hotel property located in Minneapolis, MN. As of December 31, 2025, and December 31, 2024, the loan had a principal balance of $38.0 million and $52.6 million, respectively, and an amortized cost of $38.0 million and $52.7 million, respectively. The terms of the modification included, among other things, (i) athree-year extension of the fully extended maturity date to May 9, 2028, with one 12-month option to extend to May 9, 2029; (ii) a restructuring of the loan into a senior note and a subordinate note that was immediately charged off; and (iii) an accrued pay spread. As a result of the modification, the Company recognized a write-off of approximately $(15.4) million, which had been reserved for through a previously recorded allowance for credit losses. The senior note was performing pursuant to its modified contractual terms as of December 31, 2025.
Loan Risk Ratings
The Company’s primary credit quality indicators are its risk ratings. The Company evaluates the credit quality of each loan at least quarterly by assessing the risk factors of each loan and assigning a risk rating based on a variety of factors. Risk factors that are considered in the assessment include, but are not limited to, property type, geographic and local market dynamics, physical condition, leasing and tenant profile, projected cash flow, collateral performance, loan structure and exit plan, origination loan-to-value, or LTV, project sponsorship and other factors deemed necessary. The Company evaluates these factors with respect to each loan investment on a case-by-case basis, taking into consideration such loan’s facts and circumstances at the time. The risk factors may be given different weightings and consideration depending on each loan’s situation. Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined as follows:
1 –Lower Risk
2 –Average Risk
3 –Acceptable Risk
4 –Higher Risk: A loan that has exhibited material deterioration in cash flows and/or other credit factors, which, if negative trends continue, could be indicative of probability of principal loss.
5 –Loss Likely: A loan that has a significantly increased probability of principal loss.
The following table presents the number of loans, unpaid principal balance and carrying value by risk rating for loans held-for-investment as of December 31, 2025, and December 31, 2024:
| (dollars in thousands) · December 31, 2025 · December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Risk Rating | Number of Loans | Unpaid Principal Balance | Carrying Value | Number of Loans | Unpaid Principal Balance | Carrying Value |
| 1 | 7 | $293,896 | $292,614 | 6 | $153,954 | $152,382 |
| 2 | 8 | 268,935 | 265,628 | 17 | 652,450 | 645,333 |
| 3 | 20 | 706,363 | 676,253 | 20 | 676,745 | 645,811 |
| 4 | 4 | 172,086 | 159,618 | 4 | 169,867 | 155,757 |
| 5 | 4 | 248,687 | 143,619 | 7 | 453,318 | 298,365 |
| Total | 43 | $1,689,967 | $1,537,732 | 54 | $2,106,334 | $1,897,648 |
As of December 31, 2025, the weighted average risk rating of the Company’s loan held-for-investment portfolio was 2.9, versus 3.1 as of December 31, 2024, weighted by unpaid principal balance. The change in portfolio risk rating as of December 31, 2025, versus December 31, 2024, is mainly a result of risk-rated “5” resolutions during the year ended December 31, 2025.
As of December 31, 2025, the Company assigned a risk rating of “5” tofour senior loans with an aggregate outstanding principal balance of $248.7 million. These loans were assigned a risk rating of “5” due to the borrowers’ unwillingness to make further capital commitments to support the collateral properties resulting from a variety of factors including the challenging office leasing environment, local market fundamentals, uncertain and volatile capital market conditions resulting in limited liquidity for real estate transactions, further pressure on property values and other factors related to property specific operating performance.
The following tables present the carrying value of loans held-for-investment as of December 31, 2025 and December 31, 2024, by risk rating and year of origination:
| (dollars in thousands) · Origination Year | |||||||
|---|---|---|---|---|---|---|---|
| Risk Rating | 2025 | 2024 | 2023 | 2022 | 2021 | Prior | Total |
| 1 | $— | $— | $— | $113,678 | $37,477 | $141,459 | $292,614 |
| 2 | — | — | — | 113,940 | 151,688 | — | 265,628 |
| 3 | — | — | 54,844 | 60,395 | 161,020 | 399,994 | 676,253 |
| 4 | — | — | — | — | 62,556 | 97,062 | 159,618 |
| 5 | — | — | — | 34,818 | — | 108,801 | 143,619 |
| Total | $— | $— | $54,844 | $322,831 | $412,741 | $747,316 | $1,537,732 |
| Gross write-offs | $— | $— | $— | $— | $(15,361) | $(65,137) | $(80,498) |
| (dollars in thousands) · Origination Year | |||||||
|---|---|---|---|---|---|---|---|
| Risk Rating | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Total |
| 1 | $— | $— | $46,560 | $23,401 | $21,285 | $61,136 | $152,382 |
| 2 | — | — | 187,027 | 199,733 | — | 258,573 | 645,333 |
| 3 | 45,689 | 54,076 | 57,082 | 149,026 | 46,363 | 293,575 | 645,811 |
| 4 | — | — | 41,711 | — | — | 114,046 | 155,757 |
| 5 | — | — | — | 39,236 | — | 259,129 | 298,365 |
| Total | $45,689 | $54,076 | $332,380 | $411,396 | $67,648 | $986,459 | $1,897,648 |
| Gross write-offs | $— | $— | $(16,173) | $(19,045) | $— | $(111,100) | $(146,318) |
Note 4. Real Estate Owned, Net
As of December 31, 2025, assets and liabilities related to REO consisted oftwo office properties, one located in each of Miami Beach, FL, and Maynard, MA. The Company accounted for these as asset acquisitions. As of December 31, 2025, the carrying value of the Company’s REO is $98.0 million, which includes $5.9 million net in other assets and other liabilities on the consolidated balance sheets.
Miami Beach, FL, Office
On January 28, 2025, the Company acquired the legal title to an office property located in Miami Beach, FL, pursuant to a negotiated assignment-in-lieu of foreclosure. The property previously served as collateral for a first mortgage loan held-for-investment, which had been originated in December 2016. As of December 31, 2024, prior to acquisition, the loan had a risk rating of “5” and was on nonaccrual status. At the time of acquisition, the loan had an amortized cost and carrying value of $71.3 million and $63.4 million, respectively. Additionally, at the time of acquisition, the loan had $7.6 million of related receivables, resulting in a total carrying value of $71.0 million. The Company recognized the property as real estate owned with a carrying value of $72.5 million based on the $71.0 million estimated fair value of the property and $1.5 million in direct transaction costs associated with the acquisition. This acquisition was accounted for as an asset acquisition under ASC 805.
The Company allocated the following costs to the individual assets and liabilities on the acquisition date based on their relative fair values:
| (in thousands) | Allocated Cost |
|---|---|
| Building | $71,431 |
| Land improvements | 22 |
| Tenant improvements | 609 |
| In-place lease intangibles(1) | 2,924 |
| Above-market lease intangibles(1) | 159 |
| Right of use asset | 4,668 |
| Below-market lease intangibles(2) | (50) |
| Operating lease liability | (7,239) |
| Total | $72,524 |
(1)Included in “Other assets” on the consolidated balance sheets.
(2)Included in “Other liabilities” on the consolidated balance sheets.
The Company assumed certain legacy lease arrangements upon the acquisition of REO. These arrangements entitle the Company to receive contractual rent payments during the lease periods and tenant reimbursements for certain property operating expenses, including common area costs, insurance, utilities and real estate taxes.
Impairment Loss
During the three months ended December 31, 2025, the Company identified a significant decrease in the estimated market price of the Miami Beach, FL property indicating that the carrying amount of the property may not be recoverable. The
Company determined that the carrying value of the property exceeded the undiscounted future net cash flows that are expected to be generated by the property. Accordingly, the Company estimated a fair value of $62.9 million and recorded a $6.8 million impairment loss related to the Miami Beach, FL property. The estimated fair value of the collateral was determined largely by using a discounted cash flow model. Refer to Note 8 -Fair Value for further discussion.
Transfer to REO Held-For-Sale
During the year ended December 31, 2025, the Company determined thatone office property located in Phoenix, AZ, met the held-for-sale criteria, and reclassified the asset to real estate owned held-for-sale. On the reclassification date, the real estate owned asset held-for-sale had a carrying value of $16.4 million, which was lower than the fair value less estimated transaction costs to sell of $16.7 million. On June 23, 2025, the real estate owned asset was sold for a net sales price of $16.7 million, which resulted in a $0.3 million gain on sale on the consolidated statements of comprehensive income. No real estate owned assets were sold during the year ended December 31, 2024.
The following table presents the REO assets and liabilities included in our consolidated balance sheets:
| (in thousands) | December 31,2025 | December 31,2024 |
|---|---|---|
| Building and building improvements, net | $86,350 | $27,288 |
| Land and land improvements | 10,396 | 19,497 |
| Accumulated Depreciation | (4,707) | (3,970) |
| Real estate owned, net | $92,039 | $42,815 |
| Intangible real estate assets, net | $18,909 | $15,824 |
| Accumulated amortization | (5,615) | (6,063) |
| Intangible real estate assets, net(1) | $13,294 | $9,761 |
| Intangible real estate liabilities | $(195) | $(184) |
| Lease liability | (7,239) | — |
| Accumulated amortization | 61 | 28 |
| Intangible real estate liabilities, net(2) | $(7,373) | $(156) |
(1)Included in “Other assets” on the consolidated balance sheets.
(2)Included in “Other liabilities” on the consolidated balance sheets.
The following table presents the REO operations and related income (loss) included in the Company’s consolidated statements of comprehensive (loss) income for the years ended December 31, 2025 and 2024:
| (in thousands) | Year Ended December 31, | |
|---|---|---|
| Real Estate Owned, Net | 2025 | 2024 |
| Rental income | ||
| Minimum lease payments | $8,816 | $7,527 |
| Variable lease payments | 3,715 | — |
| Total rental income | 12,531 | 7,527 |
| Other operating income | 1,023 | 1,800 |
| Revenue from real estate owned operations | 13,554 | 9,327 |
| Expenses from real estate owned operations (1) | (21,058) | (13,186) |
| Total | $(7,504) | $(3,859) |
(1) Includes $(7.8) million and $(6.3) million of depreciation and amortization for the years ended December 31, 2025 and 2024, respectively.
The following table presents the amortization of lease intangibles included in the Company’s consolidated statements of income for the years ended December 31, 2025 and 2024:
| (in thousands) | Year Ended December 31, | ||
|---|---|---|---|
| Income Statement Location | 2025 | 2024 | |
| Asset | |||
| In-place lease intangibles | Expenses from real estate owned operations | $3,457 | $3,605 |
| Lease commissions | Expenses from real estate owned operations | 306 | 124 |
| Above-market lease intangibles | Revenue from real estate owned operations | (286) | (252) |
| Liability | |||
| Below-market lease intangibles | Revenue from real estate owned operations | 49 | 19 |
The following table presents the amortization of lease intangibles for each of the succeeding fiscal years:
| (in thousands) | In-place Lease Intangible Assets | Above-market Lease intangible Assets | Lease Commissions | Below-market Lease Intangible Liabilities |
|---|---|---|---|---|
| 2026 | $2,615 | $175 | $446 | $(56) |
| 2027 | 1,135 | 74 | 457 | (27) |
| 2028 | 1,085 | 57 | 443 | (27) |
| 2029 | 807 | 15 | 437 | (26) |
| 2030 | 369 | — | 299 | — |
| Thereafter | 189 | — | 470 | — |
The weighted average remaining amortization period for the in-place lease intangibles, above-market lease intangibles, leasing commissions and below-market lease intangibles as of December 31, 2025, were 3.6 years,2.3 years,6.1 years and 3.3 years, respectively.
Future Minimum Lease Payments
The following table presents the future minimum lease payments to be collected under non-cancelable operating leases, excluding tenant reimbursements of expenses, as of December 31, 2025:
| (in thousands) | Contractual Lease Payments |
|---|---|
| 2026 | $7,664 |
| 2027 | 6,684 |
| 2028 | 6,642 |
| 2029 | 6,458 |
| 2030 | 3,995 |
| Thereafter | 7,160 |
The weighted average minimum remaining term of the non-cancelable leases was approximately 4.5 years as of December 31, 2025.
Note 5. Variable Interest Entities and Securitized Debt Obligations
CRE CLOs
The Company finances pools of its commercial real estate loans through CRE CLOs, which are considered VIEs for financial reporting purposes, and, thus, are reviewed for consolidation under the applicable consolidation guidance. The Company has both the power to direct the activities of the CRE CLOs that most significantly impact the entities’ performance and the obligation to absorb losses or the right to receive benefits of the entities that could be significant; therefore, the Company consolidates the CRE CLOs.
The following table presents a summary of the assets and liabilities of all VIEs consolidated on the Company’s consolidated balance sheets as of December 31, 2025, and December 31, 2024:
| (in thousands) | December 31,2025 | December 31,2024 |
|---|---|---|
| Loans held-for-investment | $823,655 | $975,627 |
| Allowance for credit losses | (21,689) | (39,402) |
| Loans held-for-investment, net | 801,966 | 936,225 |
| Restricted cash | 31 | 8,018 |
| Other assets | 5,054 | 7,052 |
| Total Assets | $807,051 | $951,295 |
| Securitized debt obligations | $643,528 | $788,313 |
| Other liabilities | 1,273 | 2,026 |
| Total Liabilities | $644,801 | $790,339 |
The securitized debt obligations issued by the CRE CLOs are recorded at outstanding principal, net of any unamortized deferred debt issuance costs, on the Company’s consolidated balance sheets.
The following table details the Company’s CRE CLO securitized debt obligations as of December 31, 2025, and December 31, 2024:
| (dollars in thousands) | December 31, 2025 | December 31, 2024 | ||||
|---|---|---|---|---|---|---|
| Securitized Debt Obligations | Principal Balance | Carrying Value | Wtd. Avg. Yield/Cost (1) | Principal Balance | Carrying Value | Wtd. Avg. Yield/Cost (1) |
| GPMT 2021-FL4 CRE CLO | ||||||
| Collateral assets(2) | $464,162 | $446,569 | S+3.9% | $475,908 | $461,688 | S+3.9% |
| Financing provided | 358,193 | 357,954 | S+1.9% | 370,155 | 369,086 | S+1.9% |
| GPMT 2021-FL3 CRE CLO | ||||||
| Collateral assets(3) | 361,910 | 355,428 | S+3.6% | 511,199 | 482,555 | S+3.6% |
| Financing provided | 285,574 | 285,574 | S+2.7% | 419,227 | 419,227 | S+2.0% |
| Total | ||||||
| Collateral assets(4) | $826,072 | $801,997 | S+3.7% | $987,107 | $944,243 | S+3.7% |
| Financing provided | $643,767 | $643,528 | S+2.3% | $789,382 | $788,313 | S+1.9% |
(1)Calculations of all-in yield on collateral assets at origination are based on a number of assumptions (some or all of which may not occur) and are expressed as monthly equivalent yields that include net origination fees and exit fees and exclude future fundings and any potential or completed loan amendments or modifications. Calculation of cost of funds is the weighted average coupon of the CRE CLO, exclusive of any CRE CLO issuance costs.
(2)$31.0 thousand in restricted cash is included as of December 31, 2025. $8.0 million in restricted cash is included as of December 31, 2024. Yield on collateral assets is exclusive of restricted cash.
(3)No restricted cash is included as of December 31, 2025 and 2024. Yield on collateral assets is exclusive of restricted cash.
(4)$31.0 thousand in restricted cash is included as of December 31, 2025. $8.0 million in restricted cash is included as of December 31, 2024. Yield on collateral assets is exclusive of restricted cash.
Other Investments
As of December 31, 2025, the Company held $8.9 million in non-controlling other investments in limited partnerships, or LPs, and LLCs with the borrower entities offour loans held-for-investment by the Company. The Company may invest up to an additional aggregate $5.1 million in the form of other investments in these entities.
The other investments in LPs and LLCs are considered VIEs and the Company’s investments and loans are considered variable interests in the VIEs. The Company is not the primary beneficiary of the VIEs because it does not have the power to direct the activities of the entity that most significantly impact the entity’s performance as all decisions are directed by the unaffiliated general partner of the LPs and LLCs and, thus, does not consolidate the investee LPs and LLCs. The other investments are included in the Company's consolidated balance sheets within loans held-for-investment with a maturity date corresponding to the associated senior loan.
Note 6. Secured Financing Agreements
To finance its loans held-for-investment, loans held-for-sale and REO, the Company has a variety of secured financing arrangements with several counterparties, including repurchase facilities, a secured credit facility and a mortgage loan payable.
The Company’s repurchase facilities are typically collateralized by loans held-for-investment, loans held-for-sale, REO assets and certain cash balances. Although the transactions under the Company’s existing repurchase facilities represent committed borrowings until maturity of each facility, the facility lenders retain the right to mark the underlying collateral to fair value. A reduction in the value of pledged assets due to collateral-specific credit events, or, with respect to a limited number of the Company’s repurchase facilities, capital market events, would require the Company to fund margin calls. The Company does not typically retain similar rights for the Company to make margin calls on its underlying borrowers as a result of a determination by the Company and/or its financing counterparty that there has been a decrease in the market value of the underlying pledged collateral.
The Company’s secured credit facility is typically collateralized by loans held-for-investment, loans held-for-sale, REO assets and certain cash balances and is non-mark-to-market.
The Company’s mortgage loan payable is typically collateralized by REO assets and certain cash balances and is non-mark-to-market.
The following tables summarize details of the Company’s borrowings outstanding on its secured financing arrangements as of December 31, 2025, and December 31, 2024:
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| (dollars in thousands) | Maturity Date(1) | Amount Outstanding | Unused Capacity(2) | Total Capacity | Carrying Value of Collateral | Weighted Average Borrowing Rate |
| Repurchase facilities: | ||||||
| Morgan Stanley Bank(3) | June 28, 2026 | $52,444 | $197,556 | $250,000 | $119,715 | 6.5% |
| JPMorgan Chase Bank | July 28, 2026 | 314,242 | 147,574 | 461,816 | 446,849 | 7.2% |
| Citibank | April 27, 2026 | 72,487 | 177,513 | 250,000 | 102,471 | 5.4% |
| Total | $439,173 | $522,643 | $961,816 | $669,035 | ||
| Secured credit facility | December 21, 2026 | $71,774 | $28,226 | $100,000 | $98,772 | 9.5% |
| Mortgage loan payable(4) | October 3, 2030 | $18,000 | $— | $18,000 | $35,060 | 6.8% |
| December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| (dollars in thousands) | Maturity Date(1) | Amount Outstanding | Unused Capacity(2) | Total Capacity | Carrying Value of Collateral | Weighted Average Borrowing Rate |
| Repurchase facilities: | ||||||
| Morgan Stanley Bank | June 28, 2025 | $76,195 | $173,805 | $250,000 | $156,037 | 7.1% |
| JPMorgan Chase Bank | July 28, 2025 | 449,192 | 37,322 | 486,514 | 561,627 | 8.2% |
| Citibank | May 25, 2025 | 72,487 | 427,513 | 500,000 | 104,416 | 6.1% |
| Total | $597,874 | $638,640 | $1,236,514 | $822,080 | ||
| Secured credit facility | December 21, 2025 | $86,774 | $13,226 | $100,000 | $98,015 | 10.9% |
(1)The facilities are set to mature on the stated maturity date, unless extended pursuant to their terms.
(2)Unused capacity is not committed as of December 31, 2025, and December 31, 2024.
(3)Collateral value includes real estate owned with a carrying value of $62.9 million.
(4)Mortgage loan payable balance net of unamortized debt issuance costs is $17.5 million as of December 31, 2025.
The following table summarizes certain characteristics of the Company’s repurchase facilities and counterparty concentration at December 31, 2025, and December 31, 2024:
| December 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Amount Outstanding | Net Counterparty Exposure(1) | Percent of Equity | Weighted Average Years to Maturity | Amount Outstanding | Net Counterparty Exposure(1) | Percent of Equity | Weighted Average Years to Maturity |
| Morgan Stanley Bank | $52,444 | $69,097 | 12% | 0.49 | $76,195 | $93,077 | 15% | 0.49 |
| JPMorgan Chase Bank | 314,242 | 149,946 | 27% | 0.57 | 449,192 | 149,643 | 24% | 0.57 |
| Citibank | 72,487 | 32,657 | 6% | 0.32 | 72,487 | 35,650 | 6% | 0.40 |
| Total | $439,173 | $251,700 | $597,874 | $278,370 | ||||
(1)Represents the excess of the carrying amount or market value of the loans held-for-investment pledged as collateral for repurchase facilities, including accrued interest plus any cash on deposit to secure the repurchase obligation, less the amount of the repurchase liability, including accrued interest.
The Company does not anticipate any defaults by its financing counterparties, although there can be no assurance that one or more defaults will not occur.
In October 2025, the Company refinanced the REO property located in Maynard, MA, with an interest-only first mortgage loan payable of $18.0 million and initial deferred debt issuance costs of $(0.5) million, resulting in an initial carrying value of $17.5 million. Prior to being refinanced, the REO property was financed with a repurchase facility. The mortgage loan payable matures on October 3, 2030.
Financial Covenants
The Company is subject to a variety of financial covenants under its secured financing arrangements. The following represent the most restrictive financial covenants to which the Company is subject across its secured financing arrangements:
Unrestricted cash cannot be less than the greater of $30.0 million and 5.0% of recourse indebtedness. As of December 31, 2025, the Company’s unrestricted cash was $66.0 million, while 5.0% of the Company’s recourse indebtedness was $7.7 million.
Tangible net worth must be greater than the sum of (i) $600.0 million and (ii)75.0% of net cash proceeds of the Company’s equity issuances after September 30, 2024. As the Company has not had any equity issuances after September 30, 2024, tangible net worth must be greater than $600.0 million. As of December 31, 2025, the Company’s tangible net worth was $701.1 million.
Target asset leverage ratio cannot exceed 77.5% and total leverage ratio cannot exceed 80.0%. As of December 31, 2025, the Company’s target asset leverage ratio was 68.6% and the Company’s total leverage ratio was 63.1%.
Minimum interest coverage of no less than 1.20:1.0 until and including December 31, 2025. As of December 31, 2025, the Company’s interest coverage ratio was 1.35:1.0.
As of December 31, 2025, and December 31, 2024, the Company was in compliance with its financial covenants.
Note 7. Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash held in bank accounts and cash held in money market funds on an overnight basis.
The Company is required to maintain certain cash balances in restricted accounts as collateral for the Company’s repurchase facilities and with its lending counterparties to support investment activities. As of December 31, 2025, the Company held $14.1 million in restricted cash in connection with its non-CRE CLO financing activities, compared to $18.7 million and $10.8 million as of December 31, 2024, and 2023, respectively. From time to time, the Company may also hold restricted cash representing proceeds from principal repayments and paydowns of loans held in the CRE CLOs. As of December 31, 2025, the Company held $31.0 thousand in restricted cash related to the CRE CLOs, compared to $8.0 million and none in restricted cash related to the CRE CLOs as of December 31, 2024, and 2023, respectively.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the Company’s consolidated balance sheets as of December 31, 2025, 2024, and 2023, that sum to the total of the same such amounts shown in the consolidated statements of cash flows:
| (in thousands) | December 31,2025 | December 31,2024 | December 31,2023 |
|---|---|---|---|
| Cash and cash equivalents | $65,958 | $87,788 | $188,370 |
| Restricted cash | 14,108 | 26,682 | 10,846 |
| Total cash, cash equivalents and restricted cash | $80,066 | $114,470 | $199,216 |
Note 8. Fair Value
Fair Value Measurements
ASC 820, Fair Value Measurements, or ASC 820, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., market-based or observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs) resulting in the use of management assumptions. Additionally, ASC 820 requires an entity to consider all aspects of non-performance risk, including the entity’s own credit standing, when measuring fair value of a liability.
ASC 820 establishes a three-level hierarchy to be used when measuring and disclosing fair value. An instrument’s categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Following is a description of the three levels:
| Level 1 | Inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date under current market conditions. Additionally, the entity must have the ability to access the active market and the quoted prices cannot be adjusted by the entity. |
|---|---|
| Level 2 | Inputs include quoted prices in active markets for similar assets or liabilities, quoted prices in inactive markets for identical or similar assets or liabilities, or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full term of the assets or liabilities. |
| Level 3 | Unobservable inputs are supported by little or no market activity. The unobservable inputs represent the assumptions that market participants would use to price the assets and liabilities, including risk. Generally, Level 3 assets and liabilities are valued using pricing models, discounted cash flow models or similar techniques that require significant judgment or estimation. |
The following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.
Recurring Fair Value
As of December 31, 2025, and 2024, the carrying values and fair values of cash and cash equivalents and restricted cash are measured at fair value on a recurring basis. No other assets or liabilities held by the Company are measured at fair value on a recurring basis.
Nonrecurring Fair Value
The Company may be required to measure certain assets or liabilities at fair value from time to time. These periodic fair value measures typically result from establishing the allowance for credit losses for collateral-dependent assets under GAAP. These items would constitute nonrecurring fair value measures. For collateral-dependent loans that are identified as impaired, the Company measures allowance for credit losses by comparing its estimation of the fair value of the underlying collateral, less costs to sell, to the carrying value of the respective loan. To estimate the fair value of the underlying collateral, the Company may (i) use certain valuation techniques which, among others, may include a discounted cash flow model, or (ii) obtain a third-party independent assessment of value such as an appraisal or other opinion of value. These valuations require significant judgments, which include assumptions regarding capitalization rates, discount rates, leasing, creditworthiness of major tenants, occupancy rates, availability and cost of financing, exit plan, loan sponsorship, actions of other lenders, and other factors deemed relevant.
As of December 31, 2025, the Company deemed four of its loans held-for-investment with an aggregate outstanding principal balance of $248.7 million to be collateral dependent in accordance with its policy. Therefore, the allowance for credit losses associated with these loans was based on the estimates of the fair value of the loans’ underlying property collateral, less costs to sell, if applicable, and the loans are measured at fair value on a nonrecurring basis using significant unobservable inputs and would be classified as Level 3 assets in the fair value hierarchy.
As of December 31, 2025, and 2024, four andfive loans, respectively, with an aggregate outstanding principal balance of $248.7 million and $377.2 million, respectively, were valued using a discounted cash flow model. The significant unobservable inputs used to estimate the fair value on these loans as of December 31, 2025, and 2024, include the exit capitalization rate, which ranged from 6.00% to 13.00%, and 6.25% to 13.00%, respectively, and the discount rate, which ranged from 7.75% to 15.00% and 7.75% to 14.00%, respectively. As of December 31, 2025, the weighted average exit capitalization rate by the estimated collateral fair value and weighted average discount rate by the estimated collateral fair value were 8.57% and 10.60%, respectively.
As of December 31, 2024, one loan with an aggregate outstanding principal balance of $26.1 million was valued using the estimated proceeds from the sale of the underlying collateral property, less the estimated costs to sell.
As of December 31, 2024, one loan with an outstanding principal balance of $50.0 million was largely valued using the cash collateral received from the settlement of arbitration proceedings.
During the year ended December 31, 2025, the Company acquired legal title of an office property in Miami Beach, FL. The Company’s fair market value estimate at the time of conversion from loan held-for-investment to REO was $71.0 million and was determined using a discounted cash flow model. The significant unobservable inputs used to estimate the fair value include a 7.25% exit capitalization rate and an 8.75% discount rate. Refer to Note 4 -Real Estate Owned, Net for further detail.
During the three months ended December 31, 2025, the Company identified a significant decrease in the estimated market price of the Miami Beach, FL property indicating that the carrying amount of the property may not be recoverable. The Company determined that the carrying value of the property exceeded the undiscounted future net cash flows that are expected to be generated by the property, including any estimated proceeds from the eventual disposition of the property. Accordingly, the Company estimated a fair value of $62.9 million and recorded a $6.8 million impairment loss related to the office property located in Miami Beach, FL. The estimated fair value of the collateral was determined largely by using a discounted cash flow model, which included a capitalization rate of 7.25% and a discount rate of 8.75%, and resulted in a lower estimated fair value compared to the previous estimate due to a decrease in the forecasted net cash flows in the model.
Fair Value of Financial Instruments
In accordance with ASC 820, the Company is required to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the consolidated balance sheets, for which fair value can be estimated.
The following describes the Company’s methods for estimating the fair value for financial instruments:
Loans held-for-investment are carried at cost, net of any unamortized acquisition premiums or discounts, loan fees, origination costs and allowance for credit losses, as applicable. The Company estimates the fair value of its loans held-for-investment by assessing any changes in market interest rates, credit spreads for loans of comparable risk as corroborated by inquiry of other market participants, shifts in credit profiles and actual operating results, taking into consideration such factors as underlying property type, property competitive position within its market, market and submarket fundamentals, tenant mix, nature of business plan, sponsorship, extent of leverage and other loan terms. The Company categorizes the fair value measurement of these assets as Level 3.
Cash and cash equivalents and restricted cash have a carrying value which approximates fair value because of the short maturities of these instruments. The Company categorizes the fair value measurement of these assets as Level 1.
The carrying value of underlying loans in repurchase and secured credit facilities that mature in less than one year generally approximates fair value due to the short maturities. The Company’s long-term repurchase and secured credit facilities have, and the Company’s asset-specific facility had, floating rates based on an index plus a credit spread and the credit spread is typically consistent with those demanded in the market. Accordingly, the interest rates on these borrowings are at market and, thus, carrying value approximates fair value. The Company categorizes the fair value measurement of these liabilities as Level 2.
Securitized debt obligations are recorded at outstanding principal, net of any unamortized deferred debt issuance costs. In determining the fair value of its securitized debt obligations, management’s judgment may be used to arrive at fair value that considers prices obtained from third-party pricing providers, broker quotes received and other applicable market data. If observable market prices are not available or insufficient to determine fair value due principally to illiquidity in the marketplace, then fair value is based upon internally developed models that are primarily based on observable market-based inputs but also include unobservable market data inputs (including prepayment speeds, delinquency levels and credit losses). The Company categorizes the fair value measurement of these liabilities as Level 2.
The Company’s mortgage loan payable has a floating rate based on an index plus a credit spread and the credit spread is consistent with those demanded in the market. Accordingly, the interest rates on this borrowing is at market and, thus, carrying value approximates fair value. The Company categorizes the fair value measurement of this liability as Level 2.
The following table presents the carrying values and estimated fair values of assets and liabilities that are required to be recorded or disclosed at fair value at December 31, 2025, and 2024:
| December 31, 2025 | December 31, 2024 | |||
|---|---|---|---|---|
| (in thousands) | Carrying Value | Fair Value | Carrying Value | Fair Value |
| Assets | ||||
| Loans held-for-investment, net of allowance for credit losses | $1,537,732 | $1,579,793 | $1,897,648 | $1,951,039 |
| Cash and cash equivalents | $65,958 | $65,958 | $87,788 | $87,788 |
| Restricted cash | $14,108 | $14,108 | $26,682 | $26,682 |
| Liabilities | ||||
| Repurchase facilities | $439,173 | $439,173 | $597,874 | $597,874 |
| Securitized debt obligations | $643,528 | $628,079 | $788,313 | $751,718 |
| Secured credit facility | $71,774 | $71,774 | $86,774 | $86,774 |
| Mortgage loan payable | $17,546 | $17,546 | $— | $— |
Note 9. Commitments and Contingencies
The following represent the material commitments and contingencies of the Company as of December 31, 2025:
Legal and Regulatory
From time to time, the Company may be subject to liability under laws and government regulations and various claims and legal actions arising in the ordinary course of business. Liabilities are established for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher or lower than the amounts established for those claims. Based on information currently available, management is not aware of any legal or regulatory claims that would have a material effect on the Company’s consolidated financial statements and, therefore, no accrual is required as of December 31, 2025.
Unfunded Commitments on Loans Held-for-Investment
Certain of the Company’s commercial real estate loan agreements contain provisions and obligations to its borrowers through its unfunded loan commitments over the contractual period of its loans. As of December 31, 2025, and December 31, 2024, the Company had unfunded loan commitments of $77.4 million and $90.6 million, respectively, on loans held-for-investment, which it expects to fund, subject to the satisfaction of any conditions precedent to such commitments, over the tenure of these loans. These commitments generally provide funding for lease-related or capital improvement expenditures, as well as interest and carry costs, all of which will vary depending on the progress of capital improvement projects, leasing and cash flows at the properties that serve as collateral for the Company’s loans. Therefore, the exact timing and amounts of such loan balance future fundings are generally uncertain and will depend on the current and future performance of the collateral properties. The Company typically finances the funding of its loan commitments on terms generally consistent with its overall financing facilities; however, most of its financing facility counterparties are not obligated to fund their ratable portion of these loan commitments over time and have varying degrees of discretion over future loan funding obligations, including the advance rates on their fundings. The Company may be obligated to fund loan commitments with respect to a financed asset even if the applicable financing counterparty will not fund their ratable portion of the loan commitment and/or has made margin calls with respect to such financed asset.
As of December 31, 2025, the Company recognized $2.5 million in other liabilities related to the allowance for credit losses on unfunded loan commitments. See Note 3 -Loans Held-for-Investment, Net of Allowance for Credit Losses for further detail.
Note 10. Preferred Stock
Series A Preferred Stock
Holders of the Series A Preferred Stock are entitled to receive, when, as and if authorized and declared by the Company’s board of directors, cumulative cash dividends at a fixed rate of 7.00% per annum to, but excluding, January 15, 2027, and thereafter at a floating rate equal to the three-month Term of Standard Overnight Financing Rate, or SOFR, plus a spread of 5.83% per annum; provided, however, in no event will the floating rate be lower than 7.00% per annum. During each of the years ended December 31, 2025, 2024, and 2023, the Company declared dividends on the Series A Preferred Stock of $14.4 million, respectively.
On and after November 30, 2026, the Company, at its option, upon not fewer than 30 days’ nor more than 60 days’ written notice, may redeem the Series A Preferred Stock, in whole, at any time, or in part, from time to time, for cash, at a redemption price of $25.00 per share, plus any accrued and unpaid dividends thereon to, but excluding, the date fixed for redemption.
Upon the occurrence of a Change of Control event (as defined in the Articles Supplementary designating the Series A Preferred Stock, or the Articles Supplementary), the Company may, at its option, upon not less than 30 nor more than 60 days’ written notice, redeem the Series A Preferred Stock, in whole or in part, within 120 days on or after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus any accumulated and unpaid dividends thereon to, but excluding, the redemption date, without interest.
Holders of Series A Preferred Stock do not have any voting rights except in limited circumstances as set forth in the Articles Supplementary.
Issuance of Sub-REIT Preferred Stock
In January 2021, a subsidiary of the Company issued 625 shares of preferred stock of which 500 shares were retained by the Company and 125 shares were sold to third-party investors for proceeds of $0.1 million. The 500 shares of preferred stock retained by the Company were eliminated in the Company’s consolidated statements of changes in equity and the 125 shares sold to third-party investors are shown in the Company’s consolidated statements of changes in equity as non-controlling interests.
Temporary Equity
The Company issued 10% cumulative redeemable preferred stock on June 28, 2017. The holder of the 10% cumulative redeemable preferred stock was entitled to receive, when, as and if authorized and declared by the Company’s board of directors, cumulative cash dividends at the rate of 10% per annum. The Company redeemed the 10% cumulative redeemable preferred stock on June 30, 2023, at a redemption price of $1,000 per share.
During the year ended December 31, 2023, the Company declared dividends to the 10% cumulative redeemable preferred stockholder of $49,444. No dividends were declared during the years ended December 31, 2025, and 2024.
Note 11. Stockholders’ Equity
Common Stock
Distributions to Stockholders
The following table presents cash dividends declared by the Company’s board of directors on its common stock during the years ended December 31, 2025, 2024, and 2023:
| Declaration Date | Record Date | Payment Date | Cash Dividend Per Share |
|---|---|---|---|
| December 17, 2025 | December 30, 2025 | January 15, 2026 | $0.05 |
| September 17, 2025 | October 1, 2025 | October 15, 2025 | $0.05 |
| June 17, 2025 | July 1, 2025 | July 15, 2025 | $0.05 |
| March 13, 2025 | April 1, 2025 | April 15, 2025 | $0.05 |
| $0.20 | |||
| December 19, 2024 | December 31, 2024 | January 15, 2025 | $0.05 |
| September 20, 2024 | October 1, 2024 | October 15, 2024 | $0.05 |
| June 18, 2024 | July 1, 2024 | July 15, 2024 | $0.05 |
| March 14, 2024 | April 1, 2024 | April 15, 2024 | $0.15 |
| $0.30 | |||
| December 19, 2023 | December 29, 2023 | January 16, 2024 | $0.20 |
| September 20, 2023 | October 2, 2023 | October 16, 2023 | $0.20 |
| June 22, 2023 | July 3, 2023 | July 17, 2023 | $0.20 |
| March 16, 2023 | April 3, 2023 | April 17, 2023 | $0.20 |
| $0.80 | |||
Share Repurchases
On September 20, 2024, the Company announced that its board of directors had amended its share repurchase program to authorize the repurchase of an additional 3,000,000 shares of the Company’s common stock, for a total cumulative share repurchase authorization of 12,000,000 shares of common stock, inclusive of amounts previously authorized. The Company’s share repurchase program has no expiration date. The shares are expected to be repurchased from time to time through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rules 10b5-1 and 10b-18 under the Exchange Act of 1934, as amended, or the “Exchange Act,” or by any combination of such methods. The manner, price, number and timing of share repurchases will be subject to a variety of factors, including market conditions and applicable Securities and Exchange Commission, or “SEC” rules. During the years ended December 31, 2025, 2024, and 2023, under its share repurchase program, the Company repurchased 2,128,784,2,392,671 and 2,001,338 shares of its common stock, respectively, for an aggregate cost, inclusive of commissions paid, of $5.7 million, $7.6 million, and $10.3 million, respectively. As of December 31, 2025, there remained 2,636,461 shares authorized for repurchase under the Company’s share repurchase program.
Preferred Stock
Distributions to Stockholders
The following table presents cash dividends declared by the Company’s board of directors on its Series A Preferred Stock during the years ended December 31, 2025, 2024, and 2023:
| Declaration Date | Record Date | Payment Date | Cash Dividend Per Share |
|---|---|---|---|
| December 17, 2025 | December 30, 2025 | January 15, 2026 | $0.4375 |
| September 17, 2025 | October 1, 2025 | October 15, 2025 | $0.4375 |
| June 17, 2025 | July 1, 2025 | July 15, 2025 | $0.4375 |
| March 13, 2025 | April 1, 2025 | April 15, 2025 | $0.4375 |
| $1.7500 | |||
| December 19, 2024 | December 31, 2024 | January 15, 2025 | $0.4375 |
| September 20, 2024 | October 1, 2024 | October 15, 2024 | $0.4375 |
| June 18, 2024 | July 1, 2024 | July 15, 2024 | $0.4375 |
| March 14, 2024 | April 1, 2024 | April 15, 2024 | $0.4375 |
| $1.7500 | |||
| December 19, 2023 | December 29, 2023 | January 16, 2024 | $0.4375 |
| September 20, 2023 | October 2, 2023 | October 16, 2023 | $0.4375 |
| June 22, 2023 | July 3, 2023 | July 17, 2023 | $0.4375 |
| March 16, 2023 | April 3, 2023 | April 17, 2023 | $0.4375 |
| $1.7500 | |||
Note 12. Equity Incentive Plans
On June 2, 2022, the Company’s stockholders approved the adoption of the Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan, or the 2022 Plan. With the adoption of the 2022 Plan, no new equity awards could be granted under the Granite Point Mortgage Trust Inc. 2017 Equity Incentive Plan, or the 2017 Plan, but previously granted equity awards remained outstanding under the 2017 Plan until December 31, 2025. On December 31, 2025, the final equity awards that had been outstanding under the 2017 Plan vested in full.
On June 5, 2025, the Company’s stockholders approved an amendment to the 2022 Plan, resulting in the Granite Point Mortgage Trust Inc. Amended and Restated 2022 Omnibus Incentive Plan, or the A&R 2022 Plan. The amendment increased the number of shares of common stock that had been available for issuance under the 2022 Plan by 10,000,000. The A&R 2022 Plan permits the granting of stock options, stock appreciation rights, restricted stock, RSUs, PSUs, dividend equivalent rights, other stock-based awards and other cash-based awards to employees, certain consultants of the Company and members of the board of directors. As of December 31, 2025, the Company had 15,094,925 shares of common stock available for future issuance under the A&R 2022 Plan, including shares subject to outstanding equity awards.
The following table summarizes the grants, vesting and forfeitures of restricted stock, RSUs and PSUs for the years ended December 31, 2025, 2024, and 2023:
| Restricted Stock | RSUs | Target Number ofPSUs(1) | Weighted Average Grant Date Fair Market Value | |
|---|---|---|---|---|
| Outstanding at December 31, 2022 | 92,585 | 1,238,439 | 660,434 | $11.83 |
| Granted | — | 1,255,082 | 734,223 | 5.02 |
| Vested | (55,669) | (265,106) | — | 11.98 |
| Forfeited | (36,916) | (129,540) | — | 12.55 |
| Outstanding at December 31, 2023 | — | 2,098,875 | 1,394,657 | $7.90 |
| Granted | — | 2,817,545 | 742,152 | 3.99 |
| Vested | — | (849,974) | — | 7.20 |
| Forfeited | — | (442,693) | (589,690) | 8.39 |
| Outstanding at December 31, 2024 | — | 3,623,753 | 1,547,119 | $5.23 |
| Granted | — | 1,745,321 | 986,838 | 2.73 |
| Vested | — | (1,443,942) | — | 6.27 |
| Forfeited | — | (377,203) | (271,576) | 6.96 |
| Outstanding at December 31, 2025 | — | 3,547,929 | 2,262,381 | $3.60 |
Below is a summary of RSU and PSU vesting dates as of December 31, 2025:
| Vesting Year | RSUs | Target Number ofPSUs(1) | Total Awards |
|---|---|---|---|
| 2026 | 1,328,564 | 637,993 | 1,966,557 |
| 2027 | 1,789,473 | 637,550 | 2,427,023 |
| 2028 | 429,892 | 986,838 | 1,416,730 |
| Total | 3,547,929 | 2,262,381 | 5,810,310 |
(1)The PSUs’ vesting date is based on the performance criteria determination date and not the performance criteria service end date. The determination date will occur in the first quarter of the following year after the performance criteria service date has passed. The table above reflects the year of the determination date.
The Company’s RSUs are subject to time-based vesting schedules. For the years ended December 31, 2025, the Company recognized $6.9 million of compensation expense associated with these awards, compared to $6.3 million and $6.7 million for the years ended December 31, 2024 and 2023, respectively, within compensation and benefits expense on the consolidated statements of income. As of December 31, 2025, $3.9 million of total unrecognized compensation cost for awards of RSUs is expected to be recognized over the grants’ remaining weighted average vesting period of 1.5 years.
The number of PSUs that vest depends on the Company’s performance over athree-year period with respect to metrics set in the applicable award agreements. Between 0% and 200% of the target number of units outstanding as of December 31, 2025, may vest at the end of their respective performance periods based (i)25% against the predetermined internal Company performance goal “run-rate” ROAE, (ii)25% against the Company’s performance ranking for “run-rate” ROAE among a peer group of commercial mortgage REIT companies, (iii)25% against the predetermined internal Company performance goal for change in book value per share, and (iv)25% against the Company’s performance ranking for change in book value per share among a peer group of commercial mortgage REIT companies. The commercial mortgage REIT peer group used to measure relative “run-rate” ROAE and change in book value per share includes publicly traded commercial mortgage REITs that the Company believes derive the majority of their revenues from commercial real estate balance sheet lending activities and meet certain market capitalization criteria.
For the years ended December 31, 2025, the Company recognized $(0.3) million of compensation expense associated with the PSUs, compared to $0.2 million and $0.2 million, for the years ended December 31, 2024, and 2023, respectively, within compensation and benefits expenses on the consolidated statements of income. As of December 31, 2025, $1.9 million of total unrecognized compensation cost for awards of PSUs is expected to be recognized over the grants’ remaining weighted average vesting period of 1.8 years.
Note 13. Income Taxes
The Company’s taxable income before dividend distributions differs from its pre-tax net income for GAAP purposes primarily due to differences in timing between GAAP and tax accounting related to restructuring charges, provision for credit losses and amendments to loans treated as “significant modifications” for tax under applicable Treasury regulations. These book to tax differences in the REIT are not reflected in the consolidated financial statements as the Company assumes it will retain its REIT status.
As of December 31, 2025, the Company had $235.9 million of net operating loss carryforwards for federal income tax purposes at the REIT, which may be utilized to offset future taxable income after consideration for the dividends paid deduction. These federal net operating loss carryforwards do not have an expiration date and can be carried forward indefinitely.
The following is a reconciliation of the statutory federal and state rates to the effective rates, for the year ended December 31, 2025:
| Year Ended | ||
|---|---|---|
| December 31, | ||
| 2025 | ||
| (dollars in thousands) | Amount | Percent |
| Computed income tax expense at federal rate | $(8,611) | 21% |
| State taxes, net of federal benefit, if applicable | 72 | (0.2)% |
| Nontaxable and nondeductible items | ||
| Share-based payment awards | 551 | (1.3)% |
| Limitation on executive compensation | 446 | (1.1)% |
| Other | (79) | 0.2% |
| Other adjustments | ||
| REIT income not subject to corporate income tax | 7,770 | (19)% |
| Provision for (benefit from) income taxes/ Effective tax rate | $149 | (0.4)% |
The following is a reconciliation of the statutory federal and state rates to the effective rates, for the years ended December 31, 2024 and 2023:
| Year Ended | ||||
|---|---|---|---|---|
| December 31, | ||||
| 2024 | 2023 | |||
| (dollars in thousands) | Amount | Percent | Amount | Percent |
| Computed income tax expense at federal rate | $(43,483) | 21% | $(13,252) | 21% |
| State taxes, net of federal benefit, if applicable | — | —% | 70 | —% |
| Permanent differences in taxable income from GAAP net income | 546 | —% | (261) | —% |
| REIT income not subject to corporate income tax | 42,927 | (21)% | 13,538 | (21)% |
| Provision for (benefit from) income taxes/ Effective tax rate | $(10) | —% | $95 | —% |
The Company’s permanent differences in taxable income from GAAP net loss attributable to common stockholders in the years ended December 31, 2025, 2024, and 2023, were primarily due to recurring differences in compensation expense.
Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements of a contingent tax liability for uncertain tax positions. Additionally, there were no amounts accrued for penalties or interest as of, or during, the periods presented in these consolidated financial statements.
The amounts of cash income taxes paid by the Company were as follows:
| Year Ended | |
|---|---|
| December 31, | |
| (dollars in thousands) | 2025 |
| Federal | $115 |
| State and local | |
| New York | 51 |
| New York City | 39 |
| Income taxes paid, net of amounts refunded | $205 |
Note 14. Earnings (Loss) Per Share
The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share for the years ended December 31, 2025, 2024, and 2023:
| Year Ended | |||
|---|---|---|---|
| December 31, | |||
| (in thousands, except share data) | 2025 | 2024 | 2023 |
| Numerator: | |||
| Net (loss) income attributable to common stockholders | $(55,553) | $(221,452) | $(77,649) |
| Dividends allocated to participating restricted stock units | (783) | (967) | (1,661) |
| Net (loss) income attributable to common stockholders - basic and diluted | $(56,336) | $(222,419) | $(79,310) |
| Denominator: | |||
| Average common shares outstanding - basic and diluted | 47,870,235 | 50,423,243 | 51,641,619 |
| (Loss) earnings per share: | |||
| Basic | $(1.16) | $(4.39) | $(1.50) |
| Diluted | $(1.16) | $(4.39) | $(1.50) |
Diluted earnings per share is calculated under both the two-class method and treasury stock method, and the more dilutive amount is reported. The computation of diluted earnings per share is also based on the incremental shares that would be outstanding assuming the settlement of RSUs. During the years ended December 31, 2025, 2024, and 2023,1,077,300,725,922 and 496,317 of weighted-average unvested RSUs, respectively, were excluded from the dilutive earnings per share denominator, as their inclusion would be antidilutive. For the year ended December 31, 2025, under both the two-class method and the treasury stock method, no shares were included in the dilutive earnings per share denominator, as their inclusion would have been antidilutive.
Diluted earnings per share is calculated under both the two-class method and treasury stock method, and the more dilutive amount is reported. The computation of diluted earnings per share is also based on the incremental shares that would be outstanding assuming the settlement of PSUs. For the years ended December 31, 2025, 2024, and 2023, under both the two-class method and treasury stock method, no additional weighted average unvested PSUs were included in the dilutive earnings per share denominator, as their inclusion would be antidilutive. As of December 31, 2025, 2024, and 2023, there were no incremental shares of unvested PSUs.
Note 15. Segment Reporting
The Company generally derives its revenues from directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments, which largely includes interest income, net of premium amortization and discount accretion, from its investment portfolio of mortgage loans held-for-investment. The Company’s investment portfolio is subject to market risks, primarily credit risk and changes in interest rates. The Company mitigates these risks by seeking to originate or acquire assets of higher quality at appropriate rates of return given anticipated and unanticipated losses, by employing a comprehensive review and selection process and by proactively monitoring its investment portfolio.
The Company’s investment portfolio is managed as a whole, and resources are allocated, and financial performance is assessed by the Company’s Chief Executive Officer, its chief operating decision maker, or the CODM, based on total assets reported on the consolidated balance sheet and net (loss) income reported on the consolidated statement of comprehensive (loss) income. The Company’s CODM views consolidated expense information related to interest expense, provision for credit losses, compensation and benefits expense, servicing expenses and other operating expenses to be significant. Consolidated comprehensive (loss) income is also used by the CODM to monitor actual results and benchmarking to that of its peers. Investment decisions are assessed collectively by the CODM, based on the inputs discussed above. Accordingly, the Company consists of a single operating and reportable segment and the consolidated financial statements and notes thereto are presented as a single reportable segment.
Note 16. Subsequent Events
Events subsequent to December 31, 2025, were evaluated through the date these consolidated financial statements were issued and no other additional events were identified requiring further disclosure in these consolidated financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.