BRSP on NYSE

BrightSpire Capital, Inc.

In its 2026 annual report the company says: “We are an internally-managed commercial real estate credit real estate investment trust focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties.”4 It is headquartered in New York, New York.1 Its shares trade on NYSE under the symbol BRSP.1

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Last updated Oct 21, 2026.

Overview

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  • TickerBRSP on NYSE1
  • IndustryReal Estate Investment Trusts1
  • HeadquartersNew York, New York1
  • Incorporated inMD2
  • Business address590 Madison Avenue, 33Rd Floor, New York, Ny 100222
  • Filer categoryLarge accelerated filer2

We are an internally-managed commercial real estate (“CRE”) credit real estate investment trust (“REIT”) focused on originating, acquiring, financing and managing a diversified portfolio consisting primarily of CRE debt investments and net leased properties. CRE debt investments primarily consist of senior mortgage loans, which is our primary investment strategy. Additionally, we may also selectively originate mezzanine loans and preferred equity investments, which may include profit participations. The mezzanine loans and preferred equity investments may be in conjunction with our origination of corresponding senior mortgages on the same properties. Net leased properties consist of CRE properties with long-term leases to tenants on a net-lease basis, where such tenants generally will be responsible for property operating expenses such as insurance, utilities, maintenance capital expendi…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-9.4%Net margin5
-7.9%Revenue growth, 20255
-3.3%Return on equity5
2.63×Debt to equity5

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Regions

United States brought in 97% of the revenue BrightSpire Capital, Inc. broke down this way in fiscal 2025.

  1. United States$321.1M597%down 6% from 2024
  2. NO$9.5M53%down 49% from 2024
Regions by year
Regions202320242025
United States$396.4M$340.3M$321.1M
NO$18.7M$18.5M$9.5M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs93¢$309.1M
  • Income tax7¢$21.5M

Out of $330.6M in revenue.5 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Dividends paid88¢$83.0M
  • Share buybacks12¢$10.9M

Out of $73.0M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.5

Financial statements

Revenue67895$330.6M in 2025−44% since 2019
0$200.0M$400.0M$600.0M2019: $588.6M$588.6M20192020: $291.0M$291.0M2020−51%2021: $194.3M$194.3M2021−33%2022: $364.6M$364.6M2022+88%2023: $415.1M$415.1M2023+14%2024: $358.8M$358.8M2024−14%2025: $330.6M$330.6M2025−8%
Net income67895-$31.1M in 2025−92% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M2019: -$414.5M-$414.5M20192020: -$353.3M-$353.3M2020−15%2021: -$101.0M-$101.0M2021−71%2022: $45.8M$45.8M20222023: -$15.5M-$15.5M20232024: -$132.0M-$132.0M2024+749%2025: -$31.1M-$31.1M2025−76%

Every line of the income statement as filed: the last 3 fiscal years, latest first.5

Period ending2025-12-312024-12-312023-12-31
Interest income$194.9M$244.8M$298.7M
Interest expense-$127.3M-$153.9M-$173.3M
Net interest income$67.6M$90.9M$125.4M
Property operating income$127.6M$102.4M$93.4M
Other income$8.1M$11.6M$13.9M
Total property and other income$135.7M$114.0M$107.3M
Property operating expense$65.9M$33.9M$26.6M
Transaction, investment and servicing expense$2.7M$1.6M$2.5M
Interest expense on real estate$23.7M$27.0M$25.9M
Depreciation and amortization$36.3M$40.5M$33.5M
Increase of current expected credit loss reserve$24.0M$135.8M$108.1M
Impairment of operating real estate$61.6M$54.2M$7.6M
Compensation and benefits (including $12,836, $11,649 and $14,056 of equity-based compensation expense, respectively)$35.0M$34.6M$39.5M
Operating expense$12.1M$11.9M$13.2M
Total expenses$261.3M$339.6M$256.9M
Other gain (loss), net-$2.3M$228.0K$613.0K
Loss before equity in earnings of unconsolidated ventures and income taxes-$60.3M-$134.5M-$23.6M
Equity in earnings of unconsolidated ventures$0$0$9.1M
Income tax benefit (expense)$21.5M-$1.1M-$1.1M
Net income (loss)-$38.8M-$135.5M-$15.6M
Net loss attributable to noncontrolling interests in investment entities$7.6M$3.5M$70.0K
Net loss attributable to BrightSpire Capital, Inc. common stockholders-$31.1M-$132.0M-$15.5M
Net loss per common share - basic (in dollars per share)-$0.26-$1.05-$0.12
Net loss per common share - diluted (in dollars per share)-$0.26-$1.05-$0.12
Weighted average shares of common stock outstanding - basic (in shares)126.9M shares127.4M shares127.1M shares
Weighted average shares of common stock outstanding - diluted (in shares)126.9M shares127.4M shares127.1M shares
Equity-based compensation expense$12.8M$11.6M$14.1M

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Corporate structure

BrightSpire Capital, Inc. sits at the top of its group. 30 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of BrightSpire Capital, Inc.

  • CWRE SSF Securities Holding, LP Filed SCHEDULE 13D on BrightSpire Capital, Inc., latest Sep 29, 2026 (4 filings since Apr 7, 2026)
  • Nut Tree Capital Management, LP Filed SCHEDULE 13G/A on BrightSpire Capital, Inc., latest Aug 14, 2026 (4 filings since Feb 14, 2022)
  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on BrightSpire Capital, Inc., latest Jul 31, 2026 (2 filings since Apr 29, 2026)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on BrightSpire Capital, Inc., latest Mar 26, 2026 (5 filings since Feb 9, 2022)
  • BlackRock Filed SC 13G on BrightSpire Capital, Inc., latest Jan 25, 2024 (3 filings since Feb 3, 2022)
  • DigitalBridge Filed SC 13D/A on BrightSpire Capital, Inc., latest Mar 3, 2023 (2 filings since Mar 3, 2022)
  • BrightSpire Capital, Inc. New York, New York
    • BrightSpire Capital Advisors, LLC Subsidiary · Delaware, United States
    • BrightSpire Capital Mortgage Corporation, LLC Subsidiary · Delaware, United States
    • BrightSpire Capital Mortgage Parent, LLC Subsidiary · Delaware, United States
    • BrightSpire Capital Mortgage Sub-REIT, LLC Subsidiary · Delaware, United States
    • BrightSpire Capital Operating Company, LLC Subsidiary · Delaware, United States
    • BrightSpire Capital RE Corporation, LLC Subsidiary · Delaware, United States
    • BrightSpire Capital RE Holdco, LLC Subsidiary · Delaware, United States
    • BrightSpire Capital US, LLC Subsidiary · Delaware, United States
    • BrightSpire Credit 1, LLC Subsidiary · Delaware, United States
    • BrightSpire Credit 7 Parent, LLC Subsidiary · Delaware, United States
    • BrightSpire Credit 7, LLC Subsidiary · Delaware, United States
    • BrightSpire Credit 8 Pledgor, LLC Subsidiary · Delaware, United States
    • BrightSpire Credit 8, LLC Subsidiary · Delaware, United States
    • BrightSpire Repo Seller Holdco, LLC Subsidiary · Delaware, United States
    • BRSP 2021-FL1 DRE, LLC Subsidiary · Delaware, United States
    • BRSP 2021-FL1, Ltd. Subsidiary · Cayman Islands
    • BRSP 2024-FL2 DRE, LLC Subsidiary · Delaware, United States
    • BRSP 2024-FL2, Ltd. Subsidiary · Cayman Islands
    • BRSP Blanchard LIC, LLC Subsidiary · Delaware, United States
    • BRSP ML Vegas, LLC Subsidiary · Delaware, United States
    • CFI Stavanger S.a.r.l. Subsidiary · Luxembourg
    • CLNC Alberts, LLC Subsidiary · Delaware, United States
    • CLNC NNN Alberts CA, LLC Subsidiary · Delaware, United States
    • CLNC NNN Alberts Mezz CA, LLC Subsidiary · Delaware, United States
    • ColStat Holdings, LLC Subsidiary · Delaware, United States
    • and 4 more

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BrightSpire Capital, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$19.8M5 Dec 31, 2025$23.2M5 Dec 31, 2024−14.7%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$679.8M5 Dec 31, 2025$777.4M5 Dec 31, 2024−12.6%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$66.8M5 Dec 31, 2025$302.2M5 Dec 31, 2024−77.9%
Loans, net of allowance$2.6B5 Dec 31, 2025$2.4B5 Dec 31, 2024+10.1%

Properties, in its own words

Information regarding our investment properties at December 31, 2025 are included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —Net Leased and Other Real Estate” and “Item 15. Exhibits and Financial Statement Schedules—Schedule III. Real Estate and Accumulated Depreciation” of this Annual Report.

Item 2 of the 10-K filed Feb 18, 2026.4

Leadership

Who has led BrightSpire Capital, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (17)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • BRSP 2021-FL1 DRE, LLC Delaware3
  • BRSP 2021-FL1, Ltd. Cayman Islands3
  • BRSP 2024-FL2 DRE, LLC Delaware3
  • BRSP 2024-FL2, Ltd. Cayman Islands3
  • BRSP Blanchard LIC, LLC Delaware3
  • BRSP ML Vegas, LLC Delaware3
  • BrightSpire Capital Advisors, LLC Delaware3
  • BrightSpire Capital Mortgage Corporation, LLC Delaware3
  • BrightSpire Capital Mortgage Parent, LLC Delaware3
  • BrightSpire Capital Mortgage Sub-REIT, LLC Delaware3
  • BrightSpire Capital Operating Company, LLC Delaware3
  • BrightSpire Capital RE Corporation, LLC Delaware3
  • BrightSpire Capital RE Holdco, LLC Delaware3
  • BrightSpire Capital US, LLC Delaware3
  • BrightSpire Credit 1, LLC Delaware3
  • BrightSpire Credit 7 Parent, LLC Delaware3
  • BrightSpire Credit 7, LLC Delaware3
  • BrightSpire Credit 8 Pledgor, LLC Delaware3
  • BrightSpire Credit 8, LLC Delaware3
  • BrightSpire Repo Seller Holdco, LLC Delaware3
  • CFI Stavanger S.a.r.l. Luxembourg3
  • CLNC Alberts, LLC Delaware3
  • CLNC NNN Alberts CA, LLC Delaware3
  • CLNC NNN Alberts Mezz CA, LLC Delaware3
All 29 listed subsidiaries
  • ColStat Holdings, LLC Delaware3
  • Ericsson Drive Associates, L.P. Pennsylvania3
  • Ericsson Drive Limited, LLC Delaware3
  • Keystone Summit Member NT-I, LLC Delaware3
  • NorthStar Real Estate Income Trust Operating Partnership, LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Colony Credit Real Estate, Inc.Jun 25, 2018 to Jun 11, 20212
  • Colony NorthStar Credit Real Estate, Inc.Sep 29, 2017 to May 15, 20182

Timeline

  1. Sep 16, 20268-K Completed an acquisition or sale36
  2. Jul 28, 20268-K Results of operations37
  3. Jun 16, 20268-K Entered a material agreement38
  4. May 20, 20268-K Executive or director change39
  5. May 13, 20268-K Executive or director change; Shareholder vote40
  6. Apr 28, 20268-K Results of operations41
  7. Apr 1, 20268-K Executive or director change42
  8. Mar 18, 20268-K Entered a material agreement; New debt or obligation43
  9. Feb 23, 20268-K Entered a material agreement; New debt or obligation; Other events44
  10. Feb 17, 20268-K Results of operations45
  11. Dec 19, 20258-K Entered a material agreement; New debt or obligation46
  12. Dec 9, 20258-K Entered a material agreement; New debt or obligation47
  13. Apr 3, 2020New chief executive Michael Mazzei becomes CEO14
  14. Mar 2, 2020New chief executive Andrew Elmore Witt becomes CEO13
  15. Jan 31, 2018New chief executive Kevin P. Traenkle becomes CEO15

Calendar

Coming up

  1. Oct 27, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.14 a share, on Oct 28, 2025.48

When it reported results

  1. Jul 28, 2026Reported quarterly or annual results37
  2. Apr 28, 2026Reported quarterly or annual results41
  3. Feb 17, 2026Reported quarterly or annual results45
  4. Oct 28, 2025Reported quarterly or annual results49
  5. Jul 29, 2025Reported quarterly or annual results50
  6. Apr 29, 2025Reported quarterly or annual results51
  7. Feb 18, 2025Reported quarterly or annual results52
  8. Oct 29, 2024Reported quarterly or annual results53

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

181 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 44 major events, 66 insider forms, 20 large holders, 31 other. The latest 20:

  1. Sep 29, 2026SCHEDULE 13D EDGAR
  2. Sep 16, 20268-K EDGAR
  3. Aug 17, 2026SCHEDULE 13G/A EDGAR
  4. Aug 14, 2026SCHEDULE 13G/A EDGAR
  5. Aug 14, 2026SCHEDULE 13G/A EDGAR
  6. Jul 31, 2026SCHEDULE 13G/A EDGAR
  7. Jul 29, 202610-Q EDGAR
  8. Jul 28, 20268-K EDGAR
  9. Jun 16, 20268-K EDGAR
  10. May 21, 20264 EDGAR
  11. May 21, 20264 EDGAR
  12. May 21, 20264 EDGAR
  13. May 21, 20264 EDGAR
  14. May 20, 20268-K EDGAR
  15. May 18, 2026S-8 EDGAR
  16. May 13, 20268-K EDGAR
  17. Apr 29, 2026SCHEDULE 13G EDGAR
  18. Apr 29, 202610-Q EDGAR
  19. Apr 28, 20268-K EDGAR
  20. Apr 14, 20264 EDGAR

The 181 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

8 open-market trades by officers, directors and large owners since October 2021: 6 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 27, 2024Palame David ASee RemarksSale50,000$6.76$338.0KForm 4
Mar 1, 2023DigitalBridge Operating Company, LLC10% ownerSale34,911,944$6.00$209.5MForm 4
Jun 16, 2022RICE CATHERINEDirectorBuy7,000$7.19$50.3KForm 4
Jun 16, 2022Palame David ASee RemarksBuy2,500$7.14$17.9KForm 4
Jun 16, 2022Witt Andrew ElmoreSee RemarksBuy10,000$7.18$71.8KForm 4
May 6, 2022Palame David ASee RemarksBuy7,500$7.97$59.8KForm 4
May 6, 2022Saracino Frank VSee RemarksBuy10,000$7.98$79.8KForm 4
May 6, 2022Mazzei MichaelCEOBuy50,000$8.04$402.0KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Chief Executive Officer$800.0K$5.7M60
2025President &$500.0K$3.0M60
2025Chief Financial Officer,$425.0K$2.1M60
2025General Counsel,$352.5K$2.0M60
2024Chief Executive Officer$800.0K$5.8M60
2024Chief Operating Officer$500.0K$3.0M60
2024Treasurer &$425.0K$2.1M60
2024Secretary &$352.5K$2.0M60
2023Chief Executive Officer$800.0K$5.8M60
2023Chief Operating Officer$400.0K$2.9M60
2023Executive VicePresident$400.0K$2.1M60

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.10,724,599$58.4M0.0%−219,302
Vanguard Capital Management LLC5,502,132$30.0M0.0%−56,792
Private Management Group Inc4,877,485$26.6M0.7%+42,258
Nomura Holdings Inc3,837,109$20.9M0.1%−149,954
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd.3,737,089$20.4M0.0%+109,992
State Street Corp3,293,296$18.5M0.0%−9,435
Geode Capital Management, LLC3,302,086$18.0M0.0%+121,287
Punch & Associates Investment Management, Inc.2,395,950$13.1M0.6%+86,176
Millennium Management LLC2,088,436$11.4M0.0%+921,492
Waterfall Asset Management, LLC2,076,586$11.3M9.6%+603,796
Goldman Sachs Group Inc2,050,340$11.2M0.0%−585,256
Nut Tree Capital Management, LP1,937,826$10.6M2.5%−9,056,120
Charles Schwab Investment Management Inc1,743,881$9.5M0.0%−334,589
Federated Hermes, Inc.1,583,821$8.6M0.0%+45,195
Two Sigma Investments, LP1,546,918$8.4M0.0%+328,627
Jpmorgan Chase & Co1,450,079$7.9M0.0%+346,795
Greenland Capital Management LP1,455,000$7.9M1.6%−60,000
Morgan Stanley1,298,409$7.1M0.0%−122,607
Hotchkis & Wiley Capital Management LLC1,240,330$6.8M0.0%+14,160
Van Eck Associates Corp1,195,175$6.5M0.0%−74,010
Northern Trust Corp1,188,584$6.5M0.0%+17,528
Nuveen, LLC1,129,488$6.2M0.0%+892,804
North Ground Capital1,092,000$6.0M7.1%−508,000
Qube Research & Technologies Ltd1,040,542$5.7M0.0%New
Vanguard Portfolio Management LLC1,012,661$5.5M0.0%−2,371,824

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How BrightSpire Capital, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBrightSpire Capital, Inc.1
  • CIK0001717547
  • Employer ID (EIN)38-40462904
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company4
  • Incorporated inMaryland4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address590 Madison Avenue, 33Rd Floor, New York, NY 100221
  • Phone212-547-26311
  • Shares outstanding126,524,180 as of Jul 28, 202611
  • Public float$650.6M as of Jun 30, 20254
  • AuditorDELOITTE & TOUCHE, LLP, New York, New York PCAOB ID 34; it also attests to the company’s internal control over financial reporting4
  • On EDGAR sinceSep 29, 20171
  • Filings368 in all: 4 (122), 8-K (93), 10-Q (26), 3 (17), SC 13D/A (10), 10-K (9), SC 13G/A (9), DEF 14A (8)1
    All 36 form types

    UPLOAD (7), DEFA14A (6), SC 13G (6), SCHEDULE 13G/A (6), 4/A (5), CORRESP (5), 424B5 (4), ARS (4), S-3ASR (4), EFFECT (3), S-8 (3), 425 (2), DRSLTR (2), SC 13D (2), SCHEDULE 13G (2), 3/A (1), 424B3 (1), 8-A12B (1), 8-K/A (1), CERT (1), DRS (1), DRS/A (1), POS AM (1), PRE 14A (1), S-3 (1), S-4 (1), S-4/A (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Feb 18, 2026
    Quarterly report (10-Q) Jul 29, 2026
    Proxy statement (DEF 14A) Apr 1, 2026
    Latest 8-K (8-K) Sep 16, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value $0.01 per shareBRSPNew York Stock Exchange

From the cover page of the 10-K filed Feb 18, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks BrightSpire Capital, Inc. names in Item 1A of its 10-K filed Feb 18, 2026: 65 risks under these headings, as written.4

  • Risks Related to Our Business and Our Investments
  • The real estate investment business is highly competitive and our success depends on our ability to compete, including attracting and retaining qualified executives and key personnel in our vertically integrated investment and asset management business structure.
  • We may not be able to hire and retain qualified loan originators or grow and maintain our relationships with key loan brokers, and if we are unable to do so, our ability to implement our business and growth strategies could be limited.
  • Our ability to achieve our investment objectives and to pay distributions depends in substantial part upon our performance and the performance of our third-party servicers.
  • Our CRE debt, select equity and securities investments are subject to the risks typically associated with real estate.
  • The mezzanine loan assets that we have acquired and may acquire in the future will involve greater risks of loss than senior loans secured by income-producing properties.
  • Participating interests may not be available and, even if obtained, may not be realized.
  • Any distressed loans or investments we make, or loans and investments that later become distressed, may subject us to losses and other risks relating to bankruptcy proceedings.
  • Provisions for loan losses and impairment charges are difficult to estimate, particularly in a challenging economic environment and if they turn out to be incorrect, our results of operations and financial condition could be materially and adversely impacted.
  • Prepayment rates may adversely affect the value of our portfolio of assets.
  • We invest in preferred equity interests, which involve a greater risk than conventional senior, junior or mezzanine debt financing.
  • We invest in commercial properties, including those subject to net leases, which could subject us to losses.
The other 54 risks
  • We may invest in CRE securities, including CMBS and CDOs and CRE CLOs, which entail certain heightened risks and are subject to losses.
  • Adverse changes in general economic conditions could adversely impact our business, financial condition and results of operations.
  • Inflation, along with government measures to control inflation, may have an adverse effect on our investments.
  • Federal government decisions, actions and inactions regarding, among other things, Federal Reserve independence, immigration and tariffs, may adversely affect our business.
  • Shifts in consumer patterns, market disruption caused by artificial intelligence, automation and logistics, and continuing variability in work from home policies, influenced by advances in communication and information technology that affect the use of traditional retail, hotel and office space may have an adverse impact on the value of certain of our debt and equity investments.
  • We are subject to significant competition, and we may not be able to compete successfully for investments, which could have a material adverse effect on our business, financial condition and results of operations.
  • We may not have control over certain of our loans and investments.
  • Most of the commercial mortgage loans that we originate or acquire are non-recourse loans.
  • We may be subject to risks associated with future advance or capital expenditure obligations, such as declining real estate values and operating performance.
  • We may be unable to restructure our investments in a manner that we believe maximizes value, particularly if we are one of multiple creditors in a large capital structure.
  • We have invested in, and may continue to invest in, certain assets with variable credit quality, which may increase our risk of losses and may reduce distributions to stockholders and may adversely affect the value of our common stock.
  • Insurance may not cover all potential losses on CRE investments, which may impair the value of our assets.
  • The leases at the properties underlying CRE debt investments or the properties held by us may not be relet or renewed on favorable terms, or at all, which may result in a reduction in our net income, and as a result we may be required to reduce or eliminate cash distributions to stockholders.
  • Our investment strategy may not be successful, or there may be delays, in locating or allocating suitable investments, which could limit our ability to make distributions and lower the overall return on stockholders’ investment.
  • The due diligence process that we undertake in regard to investment opportunities may not reveal all facts that may be relevant in connection with an investment and if we incorrectly evaluate the risks of our investments, we may experience losses.
  • Because real estate investments are relatively illiquid, we may not be able to vary our portfolio in response to changes in economic and other conditions, which may result in losses to us.
  • Our joint venture partners could take actions that decrease the value of an investment to us and lower our overall return.
  • Any investments that are not denominated in U.S. dollars subject us to currency rate exposure and may adversely impact our status as a REIT.
  • Our recent operations in Europe and in the future, other foreign countries expose our business to risks inherent in conducting business in foreign markets.
  • Risks Related to Our Company and Our Structure
  • We have not established a minimum distribution payment level, and we cannot assure you of our ability to pay distributions in the future.
  • Certain provisions of Maryland law may limit the ability of a third party to acquire control of us.
  • Ownership limitations may delay, defer or prevent a transaction or a change in our control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.
  • Our charter contains provisions that make removal of our directors difficult, which makes it more difficult for our stockholders to effect changes to our management and may prevent a change in control of our Company that is otherwise in the best interests of our stockholders.
  • Our charter permits our Board of Directors to issue stock with terms that may subordinate the rights of our common stockholders or discourage a third party from acquiring us in a manner that could result in a premium price to stockholders.
  • Failure to obtain, maintain or renew required licenses and authorizations necessary to operate our mortgage-related activities may have a material adverse effect on us.
  • We are highly dependent on information systems and third-parties, and system failures or cybersecurity incidents incurred by us or the third-parties that we rely on could significantly disrupt our ability to operate our business.
  • Risks Related to Our Financing Strategy
  • Our indebtedness may subject us to increased risk of loss and could adversely affect our results of operations and financial condition.
  • Our master repurchase agreements impose, and additional lending facilities may impose, restrictive covenants, which would restrict our flexibility to determine our operating policies and investment strategy and to conduct our business.
  • Interest rate fluctuations could reduce our ability to generate income on our investments and may cause losses.
  • Hedging against interest rate and currency exposure, and conversely, closing out of such hedges, may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distribution to our stockholders.
  • We use short-term borrowings to finance our investments, and we may need to use such borrowings for extended periods of time to the extent we are unable to access long-term financing. This may expose us to increased risks associated with decreases in the fair value of the underlying collateral, which could have an adverse impact on our results of operations.
  • We are subject to risks associated with obtaining mortgage financing on our real estate, which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to stockholders.
  • Any warehouse facilities that we may obtain in the future may limit our ability to acquire assets, and we may incur losses if the collateral is liquidated.
  • Risks Related to Regulatory Matters
  • The loss of our Investment Company Act exclusion could require us to register as an investment company or substantially change the way we conduct our business, either of which may have an adverse effect on us and the value of our common stock.
  • We, through our subsidiary, are subject to extensive regulation, including as an investment adviser in the United States, which could adversely affect our ability to manage our business.
  • Risks Related to Taxation
  • We may pay taxable dividends in our common stock and cash, in which case stockholders may sell shares of our common stock to pay tax on such dividends, placing downward pressure on the market price of our common stock.
  • Our qualification as a REIT involves complying with highly technical and complex provisions of the Code.
  • We may incur adverse tax consequences if NorthStar I or NorthStar II were to have failed to qualify as a REIT prior to the Mergers.
  • Dividends payable by REITs do not qualify for the preferential tax rates available for some dividends.
  • REIT distribution requirements could adversely affect our ability to execute our business plan.
  • Even if we continue to qualify as a REIT, we may face other tax liabilities that reduce our cash available for distribution to stockholders.
  • Complying with REIT requirements may force us to forgo and/or liquidate otherwise attractive investment opportunities.
  • 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.
  • Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
  • There is a risk of changes in the tax law applicable to REITs.
  • Our ownership of assets and conduct of operations through our TRSs is limited and involves certain risks for us.
  • General Risk Factors
  • Stockholders have limited control over changes in our policies and operations, which increases the uncertainty and risks they face as stockholders.
  • If we are unable to implement and maintain effective internal controls over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected.
  • Accounting standards prescribe a model to measure expected credit losses (“CECL”) that may require us to increase our level of allowance for loan losses, which may affect our business, financial condition and results of operations.
  • Environmental compliance costs and other potential environmental liabilities associated with our current or former properties or our CRE debt or real estate-related investments could materially impair the value of our investments and expose us to material liability.
  • Laws, regulations, corporate responsibility and/or sustainability-related initiatives or other issues related to climate change could have a material adverse effect on us.
  • Changes in laws or regulations governing our operations, changes in the interpretation thereof or newly enacted laws or regulations and any failure by us to comply with these laws or regulations, could require changes to certain of our 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.
  • The market price of our common stock may fluctuate significantly.
  • We may issue additional equity securities, which may dilute your interest in us.

Legal proceedings

The Company is not currently subject to any material legal proceedings. We anticipate that we may from time to time be involved in legal actions arising in the ordinary course of business, the outcome of which we would not expect to have a material adverse effect on our financial position, results of operations or cash flow.

The opening of Item 3, Legal Proceedings.4

Sources

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