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BCS

Current Report · Items 1.01, 2.03, 9.01 · 8-K

BLACKSTONE MORTGAGE TRUST, INC.

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01 Entry into a Material Definitive Agreement. Indenture and 6.250% Senior Secured Notes due 2031 On May 19, 2026, Blackstone Mortgage Trust, Inc. (the “Company”) completed its previously announced offering of $450,000,000 aggregate principal amount of its 6.250% Senior Secured Notes due 2031 (the “Notes”) under an indenture, dated as of May 19, 2026 (the “Indenture”), among the Company, ce…

Filed May 19, 2026Accepted May 19, 2026, 5:27 PM EDTCIK 1061630Accession 0001193125-26-231141
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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

Recent company filings

  1. 144 filingSep 17, 2026
  2. 144 filingSep 17, 2026
  3. Results of Operations and Financial ConditionJul 30, 2026
  4. 10-Q filingJul 30, 2026
  5. 144 filingJun 30, 2026

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. Indenture and 6.250% Senior Secured Notes due 2031 On May 19, 2026, Blackstone Mortgage Trust, Inc. (the “Company”) completed its previously announced offering of $450,000,000 aggregate principal amount of its 6.250% Senior Secured Notes due 2031 (the “Notes”) under an indenture, dated as of May 19, 2026 (the “Indenture”), among the Company, certain wholly owned guarantor subsidiaries of the Company party thereto (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (the “Trustee”). The Notes were issued in a private offering to persons reasonably believed to be 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 and related guarantees are subject to restrictions on transfer and may only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities Act and other applicable securities laws. The Company intends to use the net proceeds of the offering for general corporate purposes, including paying down existing secured indebtedness. The Notes bear interest at a rate of 6.250% per year, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2026. The Notes will mature on June 1, 2031, unless earlier redeemed. The following is a brief description of the terms of the Notes and the Indenture. Optional Redemption The Company may redeem the Notes at any time, in whole or in part, prior to their maturity. The redemption price for the Notes that are redeemed before March 1, 2031 will be equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of, and accrued and unpaid interest, if any, to but not including, the applicable date of redemption. The redemption price for the Notes that are redeemed on or after March 1, 2031 is equal to 100% of the principal amount thereof, plus accrued and unpaid interest on the Notes redeemed, if any, to but not including the applicable date of redemption. In addition, at any time before December 1, 2027, the Company may at its option redeem the Notes in an aggregate principal amount not to exceed (i) 40% of the aggregate principal amount of the Notes issued under the Indenture and (ii) the aggregate amount of the proceeds of certain equity offerings at a redemption price of 106.250%, plus accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption. Change of Control If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Company will be required (unless the Company has exercised its right to redeem all of the Notes by sending a notice of redemption) to offer to repurchase all of the outstanding Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the applicable Change of Control Payment Date (as defined in the Indenture). Guarantees 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 any other First Lien Obligations (as defined in the Indenture) and after a Collateral Fall-Away Event (as defined in the Indenture), certain capital markets indebtedness and other indebtedness of the Company and its subsidiaries, subject to certain customary exceptions. Ranking The Notes and the guarantees are senior secured obligations of the Company and the Guarantors and rank: pari passu in right of payment with all of the Company’s and Guarantors’ existing and future unsubordinated indebtedness, including First Lien Obligations, indebtedness under the Term Loan Credit Agreement and the Company’s 3.750% Senior Secured Notes due 2027 and 7.750% Senior Secured Notes due 2029; senior in right of payment to any of the Company’s and Guarantors’ future subordinated indebtedness and subordinated guarantees; prior to a Collateral Fall-Away Event, effectively senior to all of the Company’s and Guarantors’ existing and future indebtedness that is unsecured or that is secured by a junior lien, in each case to the extent of the value of the Collateral (as defined in the Indenture); and effectively subordinated in right of payment to all of the Company’s and Guarantors’ existing and future indebtedness, guarantees and other liabilities (including trade payables) that are secured by Liens (as defined in the Indenture) on assets that do not constitute a part of the Collateral to the extent of the value of such assets securing such indebtedness. In addition, the Notes rank structurally subordinated to all existing and future indebtedness and other liabilities of any of the Company’s existing and future subsidiaries that do not guarantee the Notes. Security Pursuant to a pledge and security agreement, dated as of May 19, 2026 (the “Pledge and Security Agreement”), among the Company, the Guarantors and the Trustee, in its capacity as notes collateral agent, the Notes are secured on a first-priority basis by substantially all of the assets of the Company and the Guarantors to the extent such assets are subject to a lien securing the obligations under the Term Loan Credit Agreement or any other First Lien Obligations, subject to liens not prohibited under the Indenture or the agreement governing the Term Loan Credit Agreement. Upon the occurrence of a Collateral Fall-Away Event, the Notes and the guarantees will become unsecured. The assets securing the Notes and the Company’s obligations under the Term Loan Credit Agreement are also subject to a first lien intercreditor agreement, dated as of October 5, 2021 (the “Intercreditor Agreement”), among the Company, JPMorgan Chase Bank, N.A., as agent under the Term Loan Credit Agreement, and the Trustee, in its capacity as trustee and notes collateral agent and the joinder to the Intercreditor Agreement, dated as of May 19, 2026 (the “Intercreditor Agreement Joinder”), among the Company, the grantors and the other parties thereto. Covenants The Indenture contains covenants that, subject to a number of exceptions and adjustments, among other things: limit the ability of the Company and its subsidiaries to incur additional indebtedness and secured indebtedness; require that the Company maintains (i) prior to a Collateral Fall-Away Event, a Total Debt to Total Assets Ratio (as defined in the Indenture) of not greater than 83.333% and (ii) from and after a Collateral Fall-Away Event, a Total Unencumbered Assets to Total Unsecured Indebtedness Ratio (as defined in the Indenture) of not less than 1.20 to 1.00; and impose certain requirements in order for the Company to merge or consolidate with or transfer all or substantially all of its respective assets to another person. Events of Default The Indenture also provides for Events of Default (as defined in the Indenture) which, if any of them occurs, would permit or require the principal of and accrued and unpaid interest on all the outstanding Notes to become or to be declared due and payable. The foregoing summary description of certain terms of the Indenture is qualified in its entirety by reference to the Indenture, a copy of which is attached hereto as Exhibit 4.1 (which includes the form of 6.250% Senior Secured Notes due 2031 filed as Exhibit 4.2), each of which is incorporated herein by reference. In addition, copies of the Pledge and Security Agreement, the Intercreditor Agreement and Intercreditor Agreement Joinder are attached hereto as Exhibits 4.3, 4.4 and 4.5, respectively, each of which is also incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Filed exhibits (3)
EX-4.1 (by filename) d156837dex41.htm

EX-4.1 2 d156837dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 Execution Version INDENTURE Dated as of May 19, 2026 between BLACKSTONE MORTGAGE TRUST, INC. as Issuer, the Guarantors named herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee and Notes Collateral Agent 6.250% Senior Secured Notes due 2031 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01 Definitions 1 SECTION 1.02 Other Definitions 30 SECTION 1.03 Accounting Terms and Rules of Construction; Limited Condition Transactions 31 ARTICLE 2 THE NOTES 35 SECTION 2.01 Amount of Notes Unlimited …

Open exhibit ↗
EX-4.3 (by filename) d156837dex43.htm

EX-4.3 3 d156837dex43.htm EX-4.3 EX-4.3 Exhibit 4.3 Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of May 19, 2026, by and among Blackstone Mortgage Trust, Inc., a Maryland corporation (the “Company”), the Guarantors (as defined in the Indenture) as of the Issue Date and each other Subsidiary and Person that becomes a party hereto pursuant to Section 7.10 (the Company, such Guarantors and each other such Subsidiary and Person are collectively referred to as the “Grantors”) and The Bank of New York Mellon Trust Company, N.A. (“BNY”), in its capacity as notes collateral agent under the Indenture (as defined below) for the Notes Secured Parties (in such capacity and together with its successors and assigns, the “Notes Collateral Agent”). PRELIMINARY STATEMENT The Company, the Guarantors and BNY, in its capacity as trustee and as Notes Collateral Agent are entering into that certain Indenture, dated as of May 19, 2026 (as amended, restated, amended and restated, supplemented or otherwise …

Open exhibit ↗
EX-4.5 (by filename) d156837dex45.htm

EX-4.5 4 d156837dex45.htm EX-4.5 EX-4.5 Exhibit 4.5 Execution Version JOINDER TO FIRST LIEN INTERCREDITOR AGREEMENT JOINDER NO. 2, dated as of May 19, 2026 (this “Joinder”), to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of October 5, 2021 (the “First Lien Intercreditor Agreement”), among BLACKSTONE MORTGAGE TRUST, INC., a Maryland corporation (the “Borrower”), and JPMORGAN CHASE BANK N.A., as First Lien Credit Agreement Collateral Agent for the First Lien Credit Agreement Secured Parties under the First Lien Security Documents (in such capacity, the “First Lien Credit Agreement Collateral Agent”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Authorized Representative, and the additional Authorized Representatives from time to time a party thereto. A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien Intercreditor Agreement. B. As a condition to the ability of the Borrower to incur Additional First Lien Obligations and to secure such Additional Senior Class Debt with the liens and security interests created by the Additional First Lien Security Documents relating thereto, the Addition…

Open exhibit ↗

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