Blackstone Mortgage Trust (BXMT) risk factors, 2026 10-K

What changed since the prior 10-K

New

• NewRisks Related to Our Investments

  borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be

  Borrower repayment may weaken when property income suffers from tenants, competition, renovations, climate or environmental issues, financing conditions, tariffs and trade conflict.

• NewRisks Related to Our Investments

  insurance or result in uninsured losses; and

  Uninsured losses, zoning changes, borrower litigation and bankruptcy, interest-rate movements and credit spreads could reduce investment returns, earnings and dividends.

• NewRisks Related to Our Investments

  Our ability to manage our portfolio of loans and investments may be limited by the form in which they are made. In certain

  Senior rights, collateral arrangements, minority interests, joint ventures, third-party servicers and Blackstone ownership can limit control over loans and investments.

• NewRisks Related to Our Investments

  investments outside the United States over time. Our investments in non-domestic real estate-related assets subject us to

  Non-U.S. real estate investments add currency, liquidity, regulatory, tax, legal and political risks that may reduce returns and dividends.

• NewRisks Related to Our Investments

  political developments; and

  Economic slowdowns, severe public health events and declining real estate values can impair borrowers, reduce originations and damage investments.

• NewRisks Related to Our Investments

  We have made, and may in the future make, investments through joint ventures. Such joint venture investments may

  Joint ventures can create control disputes, transfer restrictions, partner conflicts, unexpected liabilities and risks to REIT or Investment Company Act status.

• NewRisks Related to Our Investments

  result in subjecting the investments owned by the joint venture to additional risk; or

  Net leased commercial property investments expose BXMT to risks associated with its Net Lease and Bank Loan Joint Ventures.

• NewRisks Related to Our Financing and Hedging

  financing that would be especially exposed to changes in availability. The market price for our corporate debt, and our

  Weak markets, asset concerns, ratings, earnings or stock performance could raise corporate-debt funding costs or restrict capital-market access.

• NewRisks Related to Our Financing and Hedging

  on the level and volatility of interest rates, exchange rates, the type of assets held and other changing market conditions

  Interest-rate and currency hedges may be costly, mismatched, limited by REIT rules or ineffective after credit losses, prepayments or asset sales.

• NewRisks Related to Conflicts of Interest

  part, away from us to Other Blackstone Accounts

  Blackstone allocation protocols may cause BXMT to receive fewer or no opportunities that overlap with Other Blackstone Accounts.

• NewRisks Related to Conflicts of Interest

  Blackstone’s allocation protocols and procedures, as more fully described above

  BXMT’s Manager may decline otherwise suitable investments because of capital limits, portfolio concentration, business concerns or Blackstone-related considerations.

• NewRisks Related to Conflicts of Interest

  Accounts participate alongside or instead of us in an investment

  New or revised SEC and foreign exemptive orders could change transaction allocations, increase costs or give Blackstone more discretion involving regulated funds.

• NewRisks Related to Conflicts of Interest

  Other Blackstone Accounts

• NewRisks Related to Conflicts of Interest

  Investments as described above are not subject to board approval

• NewRisks Related to Conflicts of Interest

  include, without limitation, the following, and may include additional Portfolio Entities that may be formed or acquired in

• NewRisks Related to Conflicts of Interest

  corporate support, and transaction support services for our debt investments

• NewRisks Related to Conflicts of Interest

  applicable, management, corporate, and transaction support services for our investments

• NewRisks Related to Conflicts of Interest

  management, corporate support, and transaction support services for our office properties

• NewRisks Related to Conflicts of Interest

  there is therefore an inherent conflict of interest

• NewRisks Related to our REIT Status and Certain Other Tax Items

  effect, could make it more difficult or impossible for us to continue to qualify as a REIT. If we fail to qualify as a REIT in

• NewRisks Related to our REIT Status and Certain Other Tax Items

  we did not qualify as a REIT and for which we had taxable income; and

• NewRisks Related to Our Class A Common Stock

  believe that a change in any one of the following factors could adversely affect our results of operations and impair our

Dropped

• DroppedRisks Related to Our Lending and Investment Activities

  Our loans and investments expose us to risks associated with debt-oriented real estate investments generally

  General default and impairment risks from debt-oriented real estate investments.

• DroppedRisks Related to Our Lending and Investment Activities

  Commercial real estate-related investments that are secured, directly or indirectly, by real property are subject to delinquency, foreclosure and loss, which have resulted and in the future could result in losses to us

  Delinquency, foreclosure and losses on commercial real estate-secured investments.

• DroppedRisks Related to Our Lending and Investment Activities

  The timing of loan repayment is difficult to predict and may adversely affect our financial performance and cash flows

  Unpredictable repayment timing and prepayment effects on floating-rate mortgage loans.

• DroppedRisks Related to Our Lending and Investment Activities

  Difficulty in redeploying the proceeds from repayments of our existing loans and investments may cause our financial performance and returns to investors to suffer

  Difficulty redeploying repayment proceeds into comparably attractive investments.

• DroppedRisks Related to Our Lending and Investment Activities

  If we are unable to successfully integrate new assets or businesses and manage our growth, our results of operations and financial condition may suffer

  Failure to integrate new assets or businesses and manage portfolio growth.

• DroppedRisks Related to Our Lending and Investment Activities

  The illiquidity of certain assets we invest in may adversely affect our business

  Illiquidity and difficulty selling mortgages, B-Notes, mezzanine loans and preferred equity.

• DroppedRisks Related to Our Lending and Investment Activities

  Any distressed loans or investments we make, or loans and investments that later become distressed, may subject us to losses and other risks

  Losses and complications from distressed, sub-performing or non-performing investments.

• DroppedRisks Related to Our Lending and Investment Activities

  The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications and/or restructurings

  Dependence on successfully modifying or restructuring loans.

• DroppedRisks Related to Our Lending and Investment Activities

  Financial or operating difficulties of our borrowers may result in our being subject to bankruptcy proceedings

  Borrower financial distress leading to bankruptcy or insolvency proceedings.

• DroppedRisks Related to Our Lending and Investment Activities

  We have in the past and may in the future foreclose on certain of the loans we originate or acquire, which could result in losses that negatively impact our results of operations and financial condition

  Foreclosure costs, delays and losses when taking ownership of collateral.

• DroppedRisks Related to Our Lending and Investment Activities

  As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate

  Risks of owning, operating, constructing and developing real estate.

• DroppedRisks Related to Our Lending and Investment Activities

  Increases in our CECL reserves have had and could continue to have an adverse effect on our business, financial condition and results of operations

  CECL reserve increases reducing earnings, financial condition and operating results.

• DroppedRisks Related to Our Lending and Investment Activities

  Control may be limited over certain of our loans and investments

• DroppedRisks Related to Our Lending and Investment Activities

  B-Notes, mezzanine loans, and other investments (such as preferred equity) that are subordinated or otherwise junior in the capital structure and that involve privately negotiated structures will expose us to greater risk of loss

• DroppedRisks Related to Our Lending and Investment Activities

  Loans on properties in transition may involve a greater risk of loss than conventional mortgage loans

• DroppedRisks Related to Our Lending and Investment Activities

  Risks of cost overruns and noncompletion of renovations of properties in transition may result in significant losses

• DroppedRisks Related to Our Lending and Investment Activities

  There are increased risks involved with our construction lending activities

• DroppedRisks Related to Our Lending and Investment Activities

  Loans or investments involving international real estate-related assets are subject to special risks that we may not manage effectively, which could have a material adverse effect on our results of operations and financial condition and our ability to pay dividends to our stockholders

• DroppedRisks Related to Our Lending and Investment Activities

  A prolonged economic slowdown, a lengthy or severe recession, severe public health events or declining real estate values could impair our investments and harm our operations

• DroppedRisks Related to Our Lending and Investment Activities

  Transactions denominated in foreign currencies subject us to heightened risks, including foreign currency risks and regulatory risks

• DroppedRisks Related to Our Lending and Investment Activities

  Our success depends on the availability of attractive investments and our ability to identify, structure, consummate, leverage, manage and realize returns on our investments

• DroppedRisks Related to Our Lending and Investment Activities

  Real estate valuation is inherently subjective and uncertain, and is subject to change, especially during periods of volatility

• DroppedRisks Related to Our Lending and Investment Activities

  Our loans and investments may be concentrated in terms of geography, asset types, and sponsors, which could subject us to increased risk of loss

• DroppedRisks Related to Our Lending and Investment Activities

  Our due diligence process for investment opportunities may not reveal all relevant information

• DroppedRisks Related to Our Lending and Investment Activities

  Insurance on properties underlying or securing our investments may not cover all losses

• DroppedRisks Related to Our Lending and Investment Activities

  The impact of any future terrorist attacks and the availability of affordable terrorism insurance expose us to certain risks

• DroppedRisks Related to Our Lending and Investment Activities

  The properties related to our investments may be subject to unknown liabilities, including environmental liabilities, that could affect the value of these properties and as a result, our investments

• DroppedRisks Related to Our Lending and Investment Activities

  Risks associated with climate change may adversely affect our business and financial results and damage our reputation

• DroppedRisks Related to Our Lending and Investment Activities

  We are subject to evolving sustainability disclosure standards and expectations that expose us to numerous risks

• DroppedRisks Related to Our Lending and Investment Activities

  We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses

• DroppedRisks Related to Our Lending and Investment Activities

  satisfy interest and principal payments and any other fees in connection with the trust or other conduit arrangement for such securities, we may incur significant losses

• DroppedRisks Related to Our Lending and Investment Activities

  Investments in non-conforming and non-investment grade rated loans or securities involve increased risk of loss

• DroppedRisks Related to Our Lending and Investment Activities

  CECL reserves are difficult to estimate

• DroppedRisks Related to Our Lending and Investment Activities

  Some of our investments may be recorded at fair value and, as a result, there will be uncertainty as to the value of these investments

• DroppedRisks Related to Our Lending and Investment Activities

  Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners

• DroppedRisks Related to Our Lending and Investment Activities

  Our investments in net leased commercial properties expose us to risks

• DroppedRisks Related to Our Lending and Investment Activities

  We may make investments related to data centers which exposes us to related risks

• DroppedRisks Related to Our Lending and Investment Activities

  The loss of, or changes in, our relationships with MTRCC, or of MTRCC’s relationships with Freddie Mae or Freddie Mac, could adversely affect us

• DroppedRisks Related to Our Financing and Hedging

  Our significant amount of debt may subject us to increased risk of loss and could adversely affect our results of operations and financial condition

• DroppedRisks Related to Our Financing and Hedging

  Interest rate fluctuations could increase our financing costs, which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments

• DroppedRisks Related to Our Financing and Hedging

  Our secured debt agreements impose, and additional lending facilities may impose, restrictive covenants, which may restrict our flexibility to determine our operating policies and investment strategy

• DroppedRisks Related to Our Financing and Hedging

  Our master repurchase agreements, credit facilities, or other financing that we may use in the future to finance our assets currently require, or in the future may require, us to provide additional collateral or pay down debt

• DroppedRisks Related to Our Financing and Hedging

  Our use of leverage may create a mismatch with the duration and interest rate of the investments that we are financing

• DroppedRisks Related to Our Financing and Hedging

  Our loans and investments may be subject to fluctuations in interest rates that may not be adequately protected, or protected at all, by our hedging strategies

• DroppedRisks Related to Our Financing and Hedging

  Inability to access funding could have a material adverse effect on our results of operations, financial condition and business

• DroppedRisks Related to Our Financing and Hedging

  We have utilized and may continue to utilize in the future non-recourse securitizations to finance our loans and investments, which may expose us to risks that could result in losses

• DroppedRisks Related to Our Financing and Hedging

  We may be subject to losses arising from current and future guarantees of debt and contingent obligations of our subsidiaries, joint ventures or co-investments

• DroppedRisks Related to Our Financing and Hedging

  Hedging against interest rate or currency exposure may adversely affect our earnings, which could reduce our cash available for distribution to our stockholders

• DroppedRisks Related to Our Financing and Hedging

  We are subject to counterparty risk associated with our hedging activities

• DroppedRisks Related to Our Financing and Hedging

  As an alternative to an exemption from registration, our Manager may register as a CPO with the CFTC and avail itself of certain disclosure, reporting and record-keeping relief under CFTC Rule 4.7

• DroppedRisks Related to Our Relationship with Our Manager and its Affiliates

  We depend on our Manager and its personnel for our success. We may not find a suitable replacement for our Manager if the Management Agreement is terminated, or if key personnel cease to be employed by our Manager or Blackstone or otherwise become unavailable to us

• DroppedRisks Related to Our Relationship with Our Manager and its Affiliates

  The personnel of our Manager, as our external manager, are not required to dedicate a specific portion of their time to the management of our business

• DroppedRisks Related to Our Relationship with Our Manager and its Affiliates

  Our Manager’s fee structure may not create proper incentives or may induce our Manager and its affiliates to cause us to make certain loans or investments, including speculative investments, which increase the risk of our loan and investment portfolio

• DroppedRisks Related to Our Relationship with Our Manager and its Affiliates

  opportunity, and other considerations deemed relevant in good faith in their sole discretion). There is no assurance that any conflicts will be resolved in our favor

• DroppedRisks Related to Our Relationship with Our Manager and its Affiliates

  Termination of our Management Agreement would be costly

• DroppedRisks Related to Our Relationship with Our Manager and its Affiliates

  Our Manager maintains a contractual as opposed to a fiduciary relationship with us. Our Manager’s liability is limited under our Management Agreement, and we have agreed to indemnify our Manager against certain liabilities

• DroppedRisks Related to Our Relationship with Our Manager and its Affiliates

  We do not own the Blackstone or BXMT name, but we may use it as part of our corporate name pursuant to a trademark license agreement with an affiliate of Blackstone. Use of the name by other parties or the termination of our trademark license agreement may harm our business

• DroppedRisks Related to Our Company

  Our investment strategy or guidelines, asset allocation and financing strategy may be changed without stockholder consent

• DroppedRisks Related to Our Company

  We must manage our portfolio so that we do not become an investment company that is subject to regulation under the Investment Company Act

• DroppedRisks Related to Our Company

  Rapid changes in the values of our other real estate-related investments may make it more difficult for us to maintain our qualification as a REIT or exclusion from regulation under the Investment Company Act

• DroppedRisks Related to Our Company

  business practices, negatively impact our operations, cash flow or financial condition, impose additional costs on us, subject us to increased competition or otherwise adversely affect our business

• DroppedRisks Related to Our Company

  State and foreign licensing requirements will cause us to incur expenses and our failure to be properly licensed may have a material adverse effect on us and our operations

• DroppedRisks Related to Our Company

  We depend on our Manager and its affiliates to develop appropriate systems and procedures to control operational risk

• DroppedRisks Related to Our Company

  Cybersecurity risks and data protection could result in the loss of data, interruptions in our business, damage to our reputation, and subject us to regulatory actions, increased costs and financial losses, each of which could have a material adverse effect on our business and results of operations

• DroppedRisks Related to Our Company

  Accounting rules for certain of our transactions are highly complex and involve significant judgment and assumptions. Changes in accounting interpretations or assumptions could impact our ability to timely prepare consolidated financial statements

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability. Our taxable REIT subsidiaries are subject to income tax

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  In certain circumstances we may incur tax liabilities that would reduce our cash available for distribution to our stockholders

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our expansion opportunities

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  Complying with REIT requirements may force us to borrow to pay dividends to stockholders

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  We may choose to make distributions in our own stock, in which case stockholders may be required to pay income taxes without receiving any cash distributions

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  We are largely dependent on external sources of capital to finance our growth

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  The “taxable mortgage pool” rules may increase the taxes that we or our stockholders may incur, and may limit the manner in which we effect future securitizations

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to qualify as a REIT

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  Liquidation of assets may jeopardize our REIT qualification or create additional tax liability for us

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  Our ownership of and relationship with any TRS will be restricted, and a failure to comply with the restrictions would jeopardize our REIT status and may result in the application of a 100% excise tax

• DroppedRisks Related to our REIT Status and Certain Other Tax Items

  We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our class A common stock

• DroppedRisks Related to Our Class A Common Stock

  The market price of our class A common stock has been, and may continue to be, volatile and may decline

• DroppedRisks Related to Our Class A Common Stock

  Some of the provisions of Maryland law and our charter and bylaws discussed below could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders by providing them with the opportunity to sell their shares at a premium to the then current market price

• DroppedRisks Related to Our Class A Common Stock

  Our charter contains provisions that are designed to reduce or eliminate duties of Blackstone and our directors with respect to corporate opportunities and competitive activities

• DroppedRisks Related to Our Class A Common Stock

  We have not established a minimum distribution payment level and we cannot assure stockholders of our ability to pay dividends in the future

• DroppedRisks Related to Our Class A Common Stock

  Investing in our class A common stock may involve a high degree of risk

• DroppedRisks Related to Our Class A Common Stock

  Future issuances of equity or debt securities, which may include securities that would rank senior to our class A common stock, may adversely affect the market price of the shares of our class A common stock

• DroppedRisks Related to Our Class A Common Stock

  We invest in derivative instruments, which would subject us to increased risk of loss

• DroppedRisks Related to Our Class A Common Stock

  We are subject to counterparty risk associated with our debt obligations

• DroppedRisks Related to Our Class A Common Stock

  We may enter into hedging transactions that could expose us to contingent liabilities in the future

All 22 risk factors

Headings as the filing states them, in filing order.

About this page

Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.