XML 38 R23.htm IDEA: XBRL DOCUMENT v3.25.3
Equity
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
Equity EQUITY
Stock and Stock Equivalents
Authorized Capital
As of September 30, 2025 we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000
shares of class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing
requirements, our board of directors is authorized to cause us to issue additional shares of authorized stock without
stockholder approval. In addition, to the extent not issued, currently authorized stock may be reclassified between class A
common stock and preferred stock. As of both September 30, 2025 and December 31, 2024, we did not have any shares of
preferred stock issued and outstanding.
Share Repurchase Program
In July 2024, our board of directors authorized the repurchase of up to $150.0 million of our class A common stock. Under
the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated
transactions, in agreements and arrangements structured in a manner consistent with Rules 10b-18 and 10b5-1 under the
Exchange Act or otherwise. The timing and the actual amounts repurchased will depend on a variety of factors, including
legal requirements, price and economic and market conditions. The repurchase program may be changed, suspended or
discontinued at any time and does not have a specified expiration date.
During the nine months ended September 30, 2025, we repurchased 2,653,583 shares of class A common stock at a
weighted-average price per share of $17.97, for a total cost of $47.7 million. During the nine months ended September 30,
2024 we repurchased 628,884 shares of class A common stock at a weighted-average price per share of $17.49, for a total
cost of $11.0 million. As of September 30, 2025, the amount remaining available for repurchases under the program was
$73.1 million. In October 2025, we repurchased an additional 3,336,416 shares of class A common stock at a weighted-
average price per share of $18.38, for a total cost of $61.3 million, such that the amount remaining available for
repurchases under the program was $11.6 million. Following these repurchases, our board of directors amended the
program, such that, as of the date of this filing, we are authorized to repurchase up to $150.0 million of our class A
common stock under the program, as amended.
Class A Common Stock and Deferred Stock Units
Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and
are entitled to receive dividends authorized by our board of directors and declared by us, in all cases subject to the rights of
the holders of shares of outstanding preferred stock, if any.
We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 18 for further
discussion of these long-term incentive plans. In addition to our class A common stock, we also issue deferred stock units
to certain members of our board of directors for services rendered. These deferred stock units are non-voting, but carry the
right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid
to holders of shares of class A common stock. Each vested deferred stock unit is settled by delivery of one share of class A
common stock upon the non-employee director’s separation from service.
The following table details the movement in our outstanding shares of class A common stock, including restricted class A
common stock and deferred stock units:
Nine Months Ended September 30,
Common Stock Outstanding(1)
2025
2024
Beginning balance
173,204,190
173,569,397
Issuance of class A common stock(2)
1,778
4,647
Repurchase of class A common stock
(2,653,583)
(628,884)
Issuance of restricted class A common stock, net(3)(4)
467,180
401,901
Issuance of deferred stock units
32,165
42,338
Ending balance
171,051,730
173,389,399
(1)Includes 331,611 and 401,802 deferred stock units held by members of our board of directors as of September 30,
2025 and 2024, respectively.
(2)Represents shares issued under our dividend reinvestment program during the nine months ended September 30,
2025 and 2024, respectively.
(3)Includes 29,140 and 41,282 shares of restricted class A common stock issued to our board of directors during the
nine months ended September 30, 2025 and 2024, respectively
(4)Net of 43,832 and 102,484 shares of restricted class A common stock forfeited under our stock-based incentive
plans during the nine months ended September 30, 2025 and 2024, respectively.
Dividend Reinvestment and Direct Stock Purchase Plan
We have adopted a dividend reinvestment and direct stock purchase plan under which an aggregate of 10,000,000 shares of
class A common stock are available for sale. Under the dividend reinvestment component of the plan, our class A common
stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common
stock. Such shares may, at our option, be newly issued shares from us, shares purchased by the plan administrator on the
open market, or a combination thereof. The direct stock purchase component of the plan allows stockholders and new
investors, subject to our approval, to purchase shares of class A common stock directly from us. During the nine months
ended September 30, 2025, we issued 1,778 shares of class A common stock and 652 shares of class A common stock were
purchased on the open market by the plan administrator under the dividend reinvestment component of the plan. During the
nine months ended September 30, 2024, we issued 4,647 shares of class A common stock under the dividend reinvestment
component of the plan. As of September 30, 2025, a total of 9,966,682 shares of class A common stock remained available
under the dividend reinvestment and direct stock purchase plan.
At the Market Stock Offering Program
As of September 30, 2025, we are party to seven equity distribution agreements, or ATM Agreements, pursuant to which
we may sell, from time to time, up to an aggregate sales price of $699.1 million of our class A common stock. Sales of
class A common stock made pursuant to our ATM Agreements may be made in negotiated transactions or transactions that
are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Actual
sales depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital
needs, and our determination of the appropriate sources of funding to meet such needs. During the nine months ended
September 30, 2025 or September 30, 2024, we did not issue any shares of our class A common stock under ATM
Agreements. As of September 30, 2025, shares of our class A common stock with an aggregate sales price of
$480.9 million remained available for issuance and sale under our ATM Agreements.
Dividends
We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as
calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal
Revenue Code of 1986, as amended, or the Internal Revenue Code. Our dividend policy remains subject to revision at the
discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will
depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors
as our board of directors deems relevant.
On September 15, 2025, we declared a dividend of $0.47 per share, or $80.2 million in aggregate, that was paid on October
15, 2025 to stockholders of record as of September 30, 2025.
The following table details our dividend activity ($ in thousands, except per share data):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Dividends declared per share of common stock
$0.47
$0.47
$1.41
$1.71
Class A common stock dividends declared
$80,238
$81,306
$241,531
$296,624
Deferred stock unit dividends declared
143
241
483
694
Total dividends declared
$80,381
$81,547
$242,014
$297,318
Earnings Per Share
We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested
shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted
shares have the same rights as our other shares of class A common stock, including participating in any dividends, and
therefore have been included in our basic and diluted net income per share calculation. The shares issuable under our
Convertible Notes are included in dilutive earnings per share using the if-converted method when the effect is not
antidilutive.
The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on
the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per
share data):
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
2025
2024
Basic and Diluted Earnings
Net income (loss)(1)
$63,397
$(56,384)
$70,009
$(241,279)
Weighted-average shares outstanding, basic and
diluted(2)
171,812,685
173,637,101
171,903,127
173,881,116
Per share amount, basic and diluted
$0.37
$(0.32)
$0.41
$(1.39)
(1)Represents net income (loss) attributable to Blackstone Mortgage Trust, Inc.
(2)For both the three and nine months ended September 30, 2025 and September 30, 2024, our Convertible Notes were
not included in the calculation of diluted earnings per share, as the impact is antidilutive. Refer to Note 13 for further
discussion of our convertible notes.
Other Balance Sheet Items
Accumulated Other Comprehensive Income
As of September 30, 2025, total accumulated other comprehensive income was $9.3 million, representing $93.6 million of
net realized and unrealized gains related to changes in the fair value of derivative instruments, offset by $82.8 million of
cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies and
$1.5 million of unrealized losses related to the changes in the fair value of derivative instruments held by unconsolidated
entities. As of December 31, 2024, total accumulated other comprehensive income was $8.3 million, primarily representing
$272.1 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by
$263.9 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign
currencies.
Non-Controlling Interests
The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily
Joint Venture that are not owned by us. A portion of our Multifamily Joint Venture’s consolidated equity and results of
operations are allocated to these non-controlling interests based on their pro rata ownership of our Multifamily Joint
Venture. As of September 30, 2025, our Multifamily Joint Venture’s total equity was $44.7 million, of which $38.0 million
was owned by us, and $6.7 million was allocated to non-controlling interests. As of December 31, 2024, our Multifamily
Joint Venture’s total equity was $45.9 million, of which $39.0 million was owned by us, and $6.9 million was allocated to
non-controlling interests.