BrightSpire Capital, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

BRIGHTSPIRE CAPITAL, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2025 Notice of Annual Meeting of

Stockholders and Proxy Statement

2025 Notice of Annual Meeting of

Stockholders and Proxy Statement

To the Stockholders of BrightSpire Capital, Inc.:

It is our pleasure to invite you to the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) of BrightSpire Capital, Inc., a Maryland corporation (the “Company”). The 2025 Annual Meeting will be conducted virtually, via live audio webcast, on Wednesday, May 14, 2025, beginning at 10:00 a.m., Eastern Time. You will be able to attend the virtual 2025 Annual Meeting, vote your shares and submit questions during the meeting via live audio webcast by visiting https://web.lumiconnect.com/219091430, using the passcode and control number as discussed in the enclosed Notice of Annual Meeting of Stockholders.

Details of the business expected to come before the 2025 Annual Meeting are provided in the enclosed Notice of Annual Meeting of Stockholders and proxy materials.

Your vote is important. Whether or not you intend to be present at the 2025 Annual Meeting via the live webcast, it is important that your shares be represented. Please authorize a proxy to vote your shares as soon as possible. You may authorize a proxy to vote your shares by mail, telephone or Internet. We will be using the “Notice and Access” method of providing proxy materials to you via the Internet. We believe that this process will provide a convenient, economic and environmentally friendly way to access the proxy materials and authorize a proxy to vote your shares. The proxy materials provide you with details on how to authorize a proxy by these methods. If you are the record holder of your shares and you attend the virtual 2025 Annual Meeting, you may withdraw your proxy and vote in person (virtually) if you so choose. Attendance alone will not revoke a previously authorized proxy.

We look forward to receiving your proxy and thank you for your continued support.

Sincerely,

Michael J. Mazzei

Chief Executive Officer

April 1, 2025

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, May 14, 2025

10:00 a.m., Eastern Time

Via Live Audio Webcast: https://web.lumiconnect.com/219091430

Webcast Passcode: brightspire2025

TO THE STOCKHOLDERS OF BRIGHTSPIRE CAPITAL, INC.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (“2025 Annual Meeting”) of BrightSpire Capital, Inc., a Maryland corporation, or the Company, will be held on Wednesday, May 14, 2025, at the above time via live webcast to consider and vote upon the following proposals:

1. Election of Directors: Elect six directors nominated by the Company’s Board of Directors, each to serve until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified;

2. Advisory Vote on Executive Compensation: Approve (on a non-binding basis) compensation of our named executive officers as of December 31, 2024;

3. Advisory Vote on the Frequency of the Vote on Executive Compensation: To recommend (on a non-binding basis) the frequency of the advisory vote on the compensation of our named executive officers;

4. Ratification of Appointment of Independent Registered Public Accounting Firm: Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

5. Other Business: Transact any other business that may properly come before the 2025 Annual Meeting or any postponement or adjournment of the 2025 Annual Meeting.

RECORD DATE

You can vote if you are a stockholder of record at the close of business on March 24, 2025.

WEBCAST INSTRUCTIONS

To attend, vote and submit questions during the 2025 Annual Meeting visit the website address and passcode noted above and enter the unique 11-digit control number, which was included in the Notice of Internet Availability of Proxy Materials, or, if you requested paper copies, the instructions are printed on your proxy card. Instructions are also described in the accompanying Proxy Statement. Registered holders can also request their control number by emailing proxy@equiniti.com, and beneficial holders (stockholders whose shares are registered in the name of a bank, broker, trustee or other nominee) can obtain their control number by emailing a valid legal proxy (which can be obtained as described below) to proxy@equiniti.com. You are encouraged to access the meeting prior to the start time leaving ample time for the check in.

PROXY VOTING

Your vote is very important. Whether or not you plan to attend the virtual 2025 Annual Meeting via live webcast, you are encouraged to read the proxy statement and vote using the Internet or the designated toll-free telephone number or by requesting a printed copy of the proxy materials and returning by mail the proxy card you receive in response to your request as soon as possible to ensure that your shares are represented and voted at the 2025 Annual Meeting. If you hold your shares as a record holder, you may vote your shares by proxy via the phone or the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials. If you hold your shares through a broker or other custodian, please follow the instructions you received from the holder of record to vote your shares. Pursuant to the U.S. Securities and Exchange Commission’s “notice and access” rules, the Company’s Proxy Statement and 2024 Annual Report to Stockholders are available online at www.voteproxy.com.

By Order of the Board of Directors,

DAVID A. PALAMÉ

General Counsel and Secretary

April 1, 2025

New York, New York

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on

Wednesday, May 14, 2025.

This proxy statement and our 2024 Annual Report are available at:

https://ir.brightspire.com/events-and-presentations/events

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