Current Report · Items 8.01, 9.01 · 8-K
BLACKSTONE MORTGAGE TRUST, INC.
Other Events
Item 8.01. Other Events. On May 5, 2026, Blackstone Mortgage Trust, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, BXMT Advisors L.L.C., the subsidiary guarantors party thereto and Citigroup Global Markets Inc., as representative of the several initial purchasers listed therein (the “Initial Purchasers”), providing for the issuance and…
Filed May 6, 2026Accepted May 5, 2026, 8:11 PM EDTCIK 1061630Accession 0001193125-26-207118
Company context
Blackstone Mortgage Trust (NYSE: BXMT) is a real estate finance company that originates, acquires and manages senior loans and other debt or credit-oriented investments collateralized by or relating to commercial real estate in North America, Europe, and Australia. Our investment objective is to preserve and protect shareholder capital while producing attractive risk-adjusted returns primarily through dividends generated from current income. Our portfolio is composed primarily of loans secured by high-quality, institutional assets in major markets, sponsored by experienced, well-capitalized real estate investment owners and operators. These loans are financed in a variety of ways, depending on our view of the most prudent strategy available for each of our investments. We are externally managed by BXMT Advisors L.L.C., a subsidiary of Blackstone.
Current securities
Disclosure sections
Items 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On May 5, 2026, Blackstone Mortgage Trust, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”), by and among the Company, BXMT Advisors L.L.C., the subsidiary guarantors party thereto and Citigroup Global Markets Inc., as representative of the several initial purchasers listed therein (the “Initial Purchasers”), providing for the issuance and sale of $450 million aggregate principal amount of the Company’s 6.250% Senior Secured Notes due 2031 (the “Notes”) in a private offering to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes will be fully and unconditionally guaranteed on an unsubordinated secured basis by each wholly owned subsidiary of the Company that is a domestic subsidiary or that guarantees or becomes a borrower under the Company’s term loan credit agreement and after certain collateral events, certain capital markets indebtedness and other indebtedness of the Company and its subsidiaries, subject to certain customary exceptions. The Notes will be issued at 100.000% of their par value with a coupon of 6.250%. Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, commencing on December 1, 2026. The Notes will mature on June 1, 2031. The Notes offering is expected to close on May 19, 2026 and is subject to customary closing conditions. The Purchase Agreement contains customary representations, warranties, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The Company intends to use the net proceeds of the Notes offering for general corporate purposes, including paying down existing secured indebtedness.
A copy of the press release issued by the Company on May 5, 2026, in accordance with Rule 135c of the Securities Act, announcing the commencement of the Notes offering is included as Exhibit 99.1 hereto and incorporated by reference herein. A copy of the press release issued by the Company on May 5, 2026, in accordance with Rule 135c of the Securities Act, announcing the pricing of the Notes is included as Exhibit 99.2 hereto and incorporated by reference herein.
Certain of the Initial Purchasers or their affiliates are lenders and/or agents under the Company’s outstanding indebtedness. As a result, certain of the Initial Purchasers or their affiliates may receive a portion of the net proceeds from the Notes offering to the extent used to repay such outstanding indebtedness.
The information included in Item 8.01 of this Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities of the Company or its subsidiaries.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Information in this Current Report on Form 8-K, including with respect to the Company’s expectations with regard to the closing of the Notes offering, contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties, including that the Notes offering is subject to conditions and may not be completed on its contemplated terms, or at all. A discussion of factors that may affect future results is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as such factors may be updated from time to time in the Company’s periodic filings with the Securities and Exchange Commission. The Company disclaims any obligation to update forward-looking statements, except as may be required by law.
Filed exhibits (2)
EX-99.1 (by filename) d147972dex991.htmEX-99.1
2
d147972dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Blackstone Mortgage Trust Announces
Offering of Senior Secured Notes
New
York, NY - May 5, 2026 - Blackstone Mortgage Trust, Inc. (NYSE: BXMT) (the “Company” or “BXMT”) today announced it has commenced a private offering of $450 million in aggregate
principal amount of its senior secured notes due 2031 (the “Notes”). The Company intends to use the net proceeds of the Notes offering for general corporate purposes, including paying down existing secured indebtedness.
The offering of the Notes and the related guarantees will be made in a private transaction in reliance upon an exemption from the registration requirements of
the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or
outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in
the United States without regist…
Open exhibit ↗EX-99.2 (by filename) d147972dex992.htmEX-99.2
3
d147972dex992.htm
EX-99.2
EX-99.2
Exhibit 99.2
BLACKSTONE MORTGAGE TRUST ANNOUNCES
PRICING OF OFFERING OF SENIOR SECURED NOTES
New York, NY - May 5, 2026 - Blackstone Mortgage Trust, Inc. (NYSE: BXMT) (the “Company” or
“BXMT”) announced the pricing of a private offering of $450 million in aggregate principal amount of its 6.250% senior secured notes due 2031 (the “Notes”). The Company intends to use the net proceeds of the Notes
offering for general corporate purposes, including paying down existing secured indebtedness. The Notes offering is expected to close on May 19, 2026 and is subject to customary closing conditions.
The offering of the Notes and the related guarantees is being made in a private transaction in reliance upon an exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to persons reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act,
or outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act …
Open exhibit ↗