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Transactions With Related Parties | 9 Months Ended
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Sep. 30, 2025
Related Party Transactions [Abstract] |
Transactions With Related Parties | TRANSACTIONS WITH RELATED PARTIES Our Manager We are managed by our Manager pursuant to the Management Agreement. The current term of the Management Agreement expires on December 19, 2025, and it will be automatically renewed for a one-year term upon such date and each anniversary thereafter unless earlier terminated. As of September 30, 2025 and December 31, 2024, our consolidated balance sheets included $16.8 million and $18.5 million, respectively, of accrued management fees payable to our Manager. During the three and nine months ended September 30, 2025, we paid management fees of $17.0 million and $52.8 million, respectively, to our M anager, compared to $18.7 million and $64.0 million, respectively, during the same periods in 2024. In addition, during the three and nine months ended September 30, 2025, we incurred expenses of $449,000 and $868,000, respectively, that were paid by our Manager and have been or will be reimbursed by us, compared to $340,000 and $1.4 million, respectively, of such expenses during the same periods in 2024. As of September 30, 2025, our Manager held 828,213 shares of unvested restricted class A common stock, which had an aggregate grant date fair value of $17.1 million. These shares vest in installments over three years from the date of issuance. During the three and nine months ended September 30, 2025, we recorded non-cash expenses related to shares held by our Manager of $3.6 million and $10.9 million, respectively, compared to $4.2 million and $12.6 million, respectively, during the same periods in 2024. Refer to Note 18 for further details on our restricted class A common stock. As of September 30, 2025, our Manager, its affiliates (including Blackstone and Blackstone-advised investment vehicles), Blackstone employees, and our directors held an aggregate 12,874,956 shares, or 7.5%, of our class A common stock, of which 8,234,581 shares, or 4.8%, were held by Blackstone and its subsidiaries. Additionally, our directors held 331,611 of deferred stock units as of September 30, 2025. Certain of the parties listed above have in the past purchased or sold shares of our class A common stock in open market transactions, and such parties may in the future purchase or sell additional shares of our class A common stock and/or engage in derivatives transactions related to our class A common stock. Any such transactions would be made in the sole discretion of the relevant party based on market conditions and other considerations relevant to such parties. Affiliate Services We have engaged certain portfolio companies owned by Blackstone-advised investment vehicles to provide various services. The following table details the costs incurred for these services ($ in thousands):
|  |  | Three Months Ended September 30, |  | Nine Months Ended September 30,
| Asset Class |  | 2025 |  | 2024 |  | 2025 |  | 2024
Brio Real Estate Services, LLC, Brio Real Estate (UK) Ltd., and Brio Real Estate (AUS) Pty Ltd.(1) | n/a |  | $1,244 |  | $— |  | $2,345 |  | $—
Revantage Corporate Services, LLC and Revantage Global Services Europe S.à r.l.(1) | n/a |  | 353 |  | 384 |  | 696 |  | 945
Perform Properties, LLC(2)(3) | Office |  | 1,903 |  | 38 |  | 2,797 |  | 82
LivCor, LLC(2) | Multifamily |  | 46 |  | — |  | 322 |  | —
BRE Hotels & Resorts, LLC(2) | Hospitality |  | 284 |  | — |  | 1,153 |  | —
LendingOne, LLC(4) | Multifamily |  | — |  | — |  | 158 |  | —
Total |  |  | $3,830 |  | $422 |  | $7,471 |  | $1,027
(1)As applicable, provides management support, operational support, corporate support, and transaction support services to certain of our investments directly. (2)As applicable, provides management support, operational support, and corporate support services to certain of our REO assets directly. (3)Successor entity to EQ Management, LLC that provides the same services. (4)Provides loan origination services related to certain of our investments. We have engaged affiliates of our Manager to provide various services noted below. The following table details the costs incurred for these services ($ in thousands):
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
BTIG, LLC(1) | $— |  | $84 |  | $— |  | $124
Gryphon Mutual Property Americas IC(2) | 697 |  | 57 |  | 1,845 |  | 142
Blackstone internal audit services | — |  | 24 |  | — |  | 71
Lexington National Land Services(3) | 170 |  | — |  | 216 |  | —
Blackstone Securities Partners L.P.(4) | 30 |  | — |  | 109 |  | —
Total | $897 |  | $165 |  | $2,170 |  | $337
(1)Affiliates of our Manager own an interest in the controlling entity of BTIG, LLC, or BTIG. BTIG has been engaged as a broker for repurchases of our Senior Secured Notes and Convertible Notes. D uring the nine months ended September 30, 2025, there was no repurchase activity. During the nine months ended September 30, 2024, we repurchased $30.8 million and $33.8 million of our Senior Secured Notes and Convertible Notes, respectively, utilizing BTIG as a broker. Additionally, we have engaged BTIG as a sales agent to sell shares of our class A common stock under one of our ATM Agreements. During the nine months ended September 30, 2025 and 2024, we did not sell any shares under our ATM Agreements. Our engagements of BTIG are on terms equivalent to those of unaffiliated third parties under similar arrangements. (2)In the first quarter of 2024, in order to provide insurance for our REO assets, we became a member of Gryphon Mutual Property Americas IC, or Gryphon, a captive insurance company owned by us and other Blackstone-advised investment vehicles. A Blackstone affiliate provides oversight and advisory services to Gryphon and receives fees based on a percentage of premiums paid for such policies. The fees and expenses of Gryphon, including insurance premiums and fees paid to its manager, are paid annually and borne by us and the other Blackstone-advised investment vehicles that are members of Gryphon pro rata based on insurance premiums paid for each party’s respective properties. During the nine months ended September 30, 2025 and 2024, we paid $1.4 million and $400,000, respectively, to Gryphon for insurance costs, inclusive of premiums, capital surplus contributions, taxes, and our pro rata share of other expenses. Of these amounts, $86,000 and $30,000, respectively, was attributable to the fee paid to a Blackstone affiliate to provide oversight and management services to Gryphon. The amounts included in the table above reflect the amortization of the insurance expense over the relevant periods of the respective policies. (3)Lexington National Land Services, or LNLS, a title agent company owned by Blackstone, acts as an agent for one or more underwriters in issuing title policies and/or providing support services in connection with investments made by us, Blackstone and their affiliates and related parties, and third-parties. LNLS focuses on transactions in rate- regulated states where the cost of title insurance is non-negotiable. LNLS will not perform services in non-regulated states for us, unless (i) in the context of a portfolio transaction that includes properties in rate-regulated states, (ii) as part of a syndicate of title insurance companies where the rate is negotiated by other insurers or their agents, (iii) when a third-party is paying all or a material portion of the premium or (iv) when providing only support services to the underwriter. LNLS earns fees, which would have otherwise been paid to third parties, by providing title agency services and facilitating placement of title insurance with underwriters. Blackstone receives distributions from LNLS in connection with investments made by us based on its equity interest in LNLS. In each case, there will be no related expense offset to us. (4)During the nine months ended September 30, 2025, Blackstone Securities Partners L.P., or BSP, an affiliate of our Manager, was engaged as a member of the syndicate for both our B-6 Term Loan and our B-7 Term Loan. These engagements were on terms equivalent to those of unaffiliated third parties. CT Investment Management Co., LLC, or CTIMCO, serves as the special servicer of all of our CLOs, and the Manager serves as the collateral manager and benchmark agent for our FL5 CLO issued in the first quarter of 2025. As of September 30, 2025, two of our assets were in special servicing under the CLOs. CTIMCO and our Manager have waived any fees that would be payable to a third party serving in such roles pursuant to the applicable agreements, and no such fees have been paid or will become payable to CTIMCO or our Manager. Other Transactions During the nine months ended September 30, 2025, we invested $666.5 million in five senior loans and $123.6 million in four mezzanine loans to unaffiliated third parties in which Blackstone-advised investment vehicles also invested at the same level of the capital structure on a pari passu basis. In the third quarter of 2025, Blackstone-advised investment vehicles acquired an aggregate $33.0 million participation in our $453.1 million B-7 Term Loan. In the second quarter of 2025, Blackstone-advised investment vehicles acquired an aggregate $83.9 million participation in our $1.0 billion B-6 Term Loan. In the fourth quarter of 2024, Blackstone-advised investment vehicles acquired (i) an aggregate $62.5 million participation in our $650.0 million B-5 Term Loan, and (ii) an aggregate $80.0 million of our $450.0 million December 2024 Senior Secured Notes. All of these transactions were part of broad syndications led by third-party banks, and were on terms equivalent to those of unaffiliated third parties. BSP, an affiliate of our Manager, was engaged as a member of the syndicate for these transactions. Our engagements of BSP are on terms equivalent to those of unaffiliated parties. See “—Affiliate Services” for further information. In the first quarter of 2025, as part of a broad syndication led by third-party banks, Blackstone-advised investment vehicles acquired an aggregate $75.0 million of notes in our $1.0 billion FL5 CLO offering. All of these transactions were on terms equivalent to those of unaffiliated third parties. In the second quarter of 2025, we entered into our Bank Loan Portfolio Joint Venture with a Blackstone-advised investment vehicle that concurrently acquired a $1.4 billion portfolio of performing commercial mortgage loans in which we made an equity investment of $57.6 million and our ownership interest was 29%. In the third quarter of 2025, our Bank Loan Portfolio Joint Venture acquired a $606.0 million portfolio of performing commercial mortgage loans in which we made an equity investment of $44.7 million and our ownership interest was 50%. In the fourth quarter of 2024, we entered into our Net Lease Joint Venture with a Blackstone-advised investment vehicle to invest in triple net lease properties. We do not consolidate our Bank Loan Portfolio Joint Venture or our Net Lease Joint Venture as we do not have a controlling financial interest. As of September 30, 2025, the aggregate value of our equity investment in our Bank Loan Portfolio Joint Venture was $104.9 million and our ownership interest was 35%, and the aggregate value of our equity investment in our Net Lease Joint Venture was $77.7 million and our ownership interest was 75%. We, these joint ventures, and the Blackstone-advised investment vehicles, together, have engaged and may in the future engage in certain financing, derivative and/or hedging arrangements related to these joint ventures. See Notes 5 and 7 for further information. In the second quarter of 2025, two of our senior loans to borrowers controlled by a Blackstone-advised investment vehicle were modified. The terms of the modifications (including maturity extensions and additional commitments, among other changes) were negotiated by our third-party co-lenders. We continue to forgo all non-economic rights under the loans, including voting rights, so long as the Blackstone-advised investment vehicle controls the applicable borrower. During the nine months ended September 30, 2025, proceeds from four of our loans were used by the unaffiliated third- party borrowers to repay $554.4 million of performing loans held by Blackstone-advised investment vehicles, and proceeds from financing provided by Blackstone-advised investment vehicles were used by the unaffiliated third-party borrower to repay $148.8 million of a performing loan of ours. During the nine months ended September 30, 2024, proceeds from a loan held by a Blackstone-advised investment vehicle were used by the unaffiliated third-party borrower to repay $98.6 million of a performing loan of ours, and proceeds from the sale of assets to a Blackstone-advised investment vehicle were used by the unaffiliated third-party borrower to repay $59.0 million of a performing loan of ours to the borrower. These transactions were initiated by the applicable unaffiliated third-party borrowers with the transaction terms and pricing on market terms. In the fourth quarter of 2024, pursuant to our Agency Multifamily Lending Partnership, we referred three loans to MTRCC for origination, where the borrower was a Blackstone-advised investment vehicle. The loan terms and pricing were on market terms negotiated by MTRCC. Pursuant to our Agency Multifamily Lending Partnership, we received $217,000 of origination, servicing, and other fees for referring these loans during the fourth quarter of 2024. In the fourth quarter of 2024, in connection with the modification of one of our senior loans, a Blackstone-advised investment vehicle purchased a pari passu participation in the loan from a third party at a discount to par. In the fourth quarter of 2024, the senior lenders negotiated a discounted payoff of a senior loan in which we held an interest. As part of the discounted payoff, a Blackstone-advised investment vehicle’s mezzanine loan, which had been part of the total financing, received a small repayment. In the third quarter of 2024, we acquired $94.4 million of a total $560.0 million senior loan to an unaffiliated third party. One Blackstone-advised investment vehicle holds a portion of the senior loan and another holds a mezzanine loan. We will forgo all non-economic rights under our loan, including voting rights, so long as any Blackstone-advised investment vehicle controls the mezzanine loan. The intercreditor agreement between the senior loan lender and the mezzanine lender was negotiated on market terms by a third party without our involvement, and our 17% interest in the senior loan was made on such market terms. In 2019 and 2021, we acquired an aggregate participation of €350.0 million in a senior loan to a borrower that is partially owned by a Blackstone-advised investment vehicle. We forgo all non-economic rights under the loan, including voting rights, so long as the Blackstone-advised investment vehicle controls the borrower. The loan was negotiated by third parties on market terms without our involvement, and our interest in the senior loan was subject to such market terms. In the third quarter of 2024, the borrower completed a refinancing transaction involving new lenders and the existing lenders. We elected to sell €232.0 million of our then remaining €347.0 million loan position to the new lenders at par and extend the remainder on modified terms. The terms of the modification (which included, among other changes, an extension of the maturity date, and increase in the interest rate, and additional guarantees) were negotiated by our third-party co-lender. In the fourth quarter of 2018, we originated £148.7 million of a total £303.5 million senior loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle. The loan terms were negotiated by our third-party co-lender, and we will forgo all non-economic rights under the loan, including voting rights, so long as a Blackstone-advised investment vehicle controls the borrower. In the third quarter of 2024, we agreed to a refinancing transaction pursuant to which £46.4 million of our £148.7 million participation in an existing £303.5 million loan to a borrower that is wholly owned by a Blackstone-advised investment vehicle was repaid, and we received a £100.0 million participation in a new loan made to the same borrower that continues to be controlled by a Blackstone-advised investment vehicle, and the terms of the loan were modified to include, among other changes, an expanded collateral pool, an extension of the maturity date and an increase in the interest rate. The transaction, including the terms of the modification, was negotiated by our third-party co- lender.

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- Definition The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-5 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-6 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(g)(3)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(c)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(e)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/850/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-6 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483326/850-10-50-1 + Details
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