GPMT on NYSE

Granite Point Mortgage Trust Inc.

American real estate investment trust based in New York, listed on NYSE (GPMT)2

In its 2026 annual report the company says: “Granite Point Mortgage Trust Inc. is an internally managed real estate finance company that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments. Our investment objective is to preserve our stockholders’ capital while generating attractive risk-adjusted returns over the long term, primarily through dividends derived from current income produced by our investment portfolio.”5

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Last updated Oct 21, 2026.

Overview

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  • TickerGPMT on NYSE2
  • IndustryReal Estate Investment Trusts2
  • HeadquartersNew York, NY, United States2
  • Incorporated inMD3
  • Business address1114 Avenue Of The Americas, Suite 3020, New York, Ny3
  • Filer categoryAccelerated filer3
  • Legal formCorporation2
  • Kind of organizationReal estate investment trust2
  • LEI529900VX2HQZ76AYIE022
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressSUITE 820, 7 ST. PAUL STREET, 21202 Baltimore, United States2
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D179307852

Granite Point Mortgage Trust Inc. is an internally managed real estate finance company that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments. Our investment objective is to preserve our stockholders’ capital while generating attractive risk-adjusted returns over the long term, primarily through dividends derived from current income produced by our investment portfolio. We operate as a REIT, as defined under the Internal Revenue Code of 1986, as amended, or the Code. We were incorporated in Maryland on April 7, 2017, and commenced operations as a publicly traded company on June 28, 2017.5 From its latest annual report

Financials

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

Financial statements

Net income678910-$41.2M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M2019: $70.2M$70.2M20192020: -$40.4M-$40.4M20202021: $68.4M$68.4M20212022: -$40.8M-$40.8M20222023: -$63.2M-$63.2M2023+55%2024: -$207.1M-$207.1M2024+228%2025: -$41.2M-$41.2M2025−80%

Every line of the income statement as filed: the last 3 fiscal years, latest first.10

Period ending2025-12-312024-12-312023-12-31
Loans held-for-investment$128.8M$179.6M$254.7M
Cash and cash equivalents$2.9M$6.0M$9.0M
Total interest income$131.7M$185.6M$263.7M
Repurchase facilities$39.8M$71.8M$86.6M
Secured credit facility$9.6M$10.8M$12.3M
Securitized debt obligations$48.2M$67.0M$73.0M
Mortgage loan payable$340.0K$0$0
Convertible senior notes$0$0$7.0M
Asset-specific financings$0$0$2.9M
Total interest expense$97.9M$149.7M$181.7M
Net interest income$33.8M$35.9M$82.0M
Revenue from real estate owned operations$13.6M$9.3M$2.6M
Provision for credit losses-$27.5M-$201.4M-$104.8M
Gain (loss) on sale of real estate owned$301.0K$0$0
Gain (loss) on extinguishment of debt$0-$786.0K$238.0K
Fee income$0$0$134.0K
Total other (loss) income-$13.7M-$192.9M-$101.8M
Compensation and benefits$19.9M$19.5M$21.7M
Servicing expenses$3.6M$5.4M$5.3M
Impairment on real estate owned$6.8M$0$0
Expenses from real estate owned operations$21.1M$13.2M$6.0M
Other operating expenses$9.9M$12.1M$10.3M
Total expenses$61.2M$50.1M$43.3M
(Loss) income before income taxes-$41.0M-$207.1M-$63.1M
(Benefit from) provision for income taxes$149.0K-$10.0K$95.0K
Net income (loss)-$41.2M-$207.1M-$63.2M
Dividends on preferred stock$14.4M$14.4M$14.5M
Net (loss) income attributable to common stockholders - basic-$55.6M-$221.5M-$77.6M
Basic (loss) earnings per weighted average common share (in usd per share)-$1.16-$4.39-$1.50
Diluted (loss) earnings per weighted average common share (in usd per share)-$1.16-$4.39-$1.50
Basic (in shares)47.9M shares50.4M shares51.6M shares
Diluted (in shares)47.9M shares50.4M shares51.6M shares
Net (loss) income attributable to common stockholders - diluted-$55.6M-$221.5M-$77.6M
Comprehensive (loss) income-$55.6M-$221.5M-$77.6M

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Corporate structure

Granite Point Mortgage Trust Inc. sits at the top of its group. 31 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Granite Point Mortgage Trust Inc.

  • VANGUARD CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on Granite Point Mortgage Trust Inc., latest Apr 30, 2026
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Granite Point Mortgage Trust Inc., latest Mar 27, 2026 (6 filings since Feb 10, 2022)
  • BlackRock Filed SCHEDULE 13G/A on Granite Point Mortgage Trust Inc., latest Jul 2, 2025 (6 filings since Jan 26, 2022)
  • MILLENNIUM MANAGEMENT LLC Filed SC 13G on Granite Point Mortgage Trust Inc., latest May 22, 2023
  • EJF Capital LP Filed SC 13G/A on Granite Point Mortgage Trust Inc., latest Feb 25, 2022
  • Granite Point Mortgage Trust Inc. New York, NY, New York, United States
    • GP 1601 Owner LLC Subsidiary · Delaware, United States
    • GP Commercial CB Holdings LLC Subsidiary · Delaware, United States
    • GP Commercial CB LLC Subsidiary · Delaware, United States
    • GP Commercial CB SL Sub LLC Subsidiary · Delaware, United States
    • GP Commercial CCFG Holdings LLC Subsidiary · Delaware, United States
    • GP Commercial CCFG LLC Subsidiary · Delaware, United States
    • GP Commercial FCC Holdings LLC Subsidiary · Delaware, United States
    • GP Commercial FCC LLC Subsidiary · Delaware, United States
    • GP Commercial Holdings LLC Subsidiary · Delaware, United States
    • GP Commercial Investment Corp. Subsidiary · Delaware, United States
    • GP Commercial JPM Holdings LLC Subsidiary · Delaware, United States
    • GP Commercial JPM LLC Subsidiary · Delaware, United States
    • GP Commercial Mortgage LLC Subsidiary · Delaware, United States
    • GP Commercial MS Holdings LLC Subsidiary · Delaware, United States
    • GP Commercial MS LLC Subsidiary · Delaware, United States
    • GP Crossing Pref LLC Subsidiary · Delaware, United States
    • GP MM Owner II LLC Subsidiary · Delaware, United States
    • GP MM Owner LLC Subsidiary · Delaware, United States
    • GP Monroe Owner LLC Subsidiary · Delaware, United States
    • GP W 25 II LLC Subsidiary · Delaware, United States
    • GP W 25 Pref LLC Subsidiary · Delaware, United States
    • GP Wisteria LLC Subsidiary · Delaware, United States
    • GPMT 2021-FL3 LLC Subsidiary · Delaware, United States
    • GPMT 2021-FL4 LLC Subsidiary · Delaware, United States
    • GPMT CLO Holdings LLC Subsidiary · Delaware, United States
    • and 5 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); 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 Granite Point Mortgage Trust 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.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$66.0M10 Dec 31, 2025$87.8M10 Dec 31, 2024−24.9%
Loans, net of allowance$1.5B10 Dec 31, 2025$1.9B10 Dec 31, 2024−19.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$15.8M9 Dec 31, 2024$5.7M9 Dec 31, 2023+178.5%
Accumulated amortization$6.1M9 Dec 31, 2024$2.1M9 Dec 31, 2023+191.2%
Finite-lived intangibles, net$9.8M9 Dec 31, 2024$3.6M9 Dec 31, 2023+171.2%

Properties, in its own words

Our corporate headquarters is located in sub-leased office space at 1114 Avenue of the Americas, Suite 3020, New York, New York 10036. We also lease office facilities in St. Louis Park, Minnesota. We consider these facilities to be suitable and adequate for the management and operations of our business.

Item 2 of the 10-K filed Mar 2, 2026.5

Leadership

Who has led Granite Point Mortgage Trust Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (15)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Executive Officer, DirectorJohn Taylor named Jun 13, 202533

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • GP 1601 Owner LLC Delaware4
  • GP Commercial CB Holdings LLC Delaware4
  • GP Commercial CB LLC Delaware4
  • GP Commercial CB SL Sub LLC Delaware4
  • GP Commercial CCFG Holdings LLC Delaware4
  • GP Commercial CCFG LLC Delaware4
  • GP Commercial FCC Holdings LLC Delaware4
  • GP Commercial FCC LLC Delaware4
  • GP Commercial Holdings LLC Delaware4
  • GP Commercial Investment Corp. Delaware4
  • GP Commercial JPM Holdings LLC Delaware4
  • GP Commercial JPM LLC Delaware4
  • GP Commercial MS Holdings LLC Delaware4
  • GP Commercial MS LLC Delaware4
  • GP Commercial Mortgage LLC Delaware4
  • GP Crossing Pref LLC Delaware4
  • GP MM Owner II LLC Delaware4
  • GP MM Owner LLC Delaware4
  • GP Monroe Owner LLC Delaware4
  • GP W 25 II LLC Delaware4
  • GP W 25 Pref LLC Delaware4
  • GP Wisteria LLC Delaware4
  • GPMT 2021-FL3 LLC Delaware4
  • GPMT 2021-FL3, Ltd. Cayman Islands4
All 32 listed subsidiaries
  • GPMT 2021-FL4 LLC Delaware4
  • GPMT 2021-FL4, Ltd. Cayman Islands4
  • GPMT CLO Holdings LLC Delaware4
  • GPMT CLO REIT Holdings LLC Delaware4
  • GPMT CLO REIT LLC Delaware4
  • GPMT Collateral Manager LLC Delaware4
  • GPMT Seller LLC Delaware4
  • Granite Point Operating Company LLC Delaware4

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

Timeline

  1. Oct 6, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed34
  2. Oct 5, 20268-K Entered a material agreement; New debt or obligation35
  3. Aug 5, 20268-K Results of operations36
  4. Aug 3, 20268-K Entered a material agreement; New debt or obligation37
  5. Jun 30, 20268-K Entered a material agreement; New debt or obligation38
  6. Jun 5, 20268-K Executive or director change; Shareholder vote39
  7. May 5, 20268-K Results of operations40
  8. Feb 11, 20268-K Results of operations41
  9. Jan 5, 20268-K Regulation FD disclosure42
  10. Nov 5, 20258-K Results of operations43
  11. Oct 17, 20258-K Entered a material agreement; New debt or obligation44
  12. Aug 5, 20258-K Results of operations45

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($4.20) a share, on Nov 5, 2025.46

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results36
  2. May 5, 2026Reported quarterly or annual results40
  3. Feb 11, 2026Reported quarterly or annual results41
  4. Nov 5, 2025Reported quarterly or annual results43
  5. Aug 5, 2025Reported quarterly or annual results45
  6. May 6, 2025Reported quarterly or annual results47
  7. Apr 29, 2025Reported quarterly or annual results48
  8. Feb 13, 2025Reported quarterly or annual results49

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

Filings

339 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 67 major events, 194 insider forms, 15 large holders, 1 private raises, 42 other. The latest 20:

  1. Oct 6, 20264 EDGAR
  2. Oct 6, 20268-K EDGAR
  3. Oct 5, 20268-K EDGAR
  4. Aug 5, 202610-Q EDGAR
  5. Aug 5, 20268-K EDGAR
  6. Aug 3, 20268-K EDGAR
  7. Jun 30, 20268-K EDGAR
  8. Jun 9, 20264 EDGAR
  9. Jun 9, 20264 EDGAR
  10. Jun 9, 20264 EDGAR
  11. Jun 9, 20264 EDGAR
  12. Jun 9, 20264 EDGAR
  13. Jun 9, 20264 EDGAR
  14. Jun 8, 2026144 EDGAR
  15. Jun 8, 2026144 EDGAR
  16. Jun 5, 20268-K EDGAR
  17. Jun 4, 20264 EDGAR
  18. Jun 4, 20264 EDGAR
  19. Jun 4, 20264 EDGAR
  20. Jun 4, 20264 EDGAR

The 339 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

27 open-market trades by officers, directors and large owners since October 2021: 18 buys and 9 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 8, 2026DEHNE TANUJA MDirectorSale10,827$1.48$16.0KForm 4
Jun 8, 2026KASNET STEPHEN GDirectorSale26,772$1.48$39.6KForm 4
Nov 12, 2025KASNET STEPHEN GDirectorSale45,000$2.69$121.0KForm 4
Nov 11, 2025Nikolic LazarDirectorBuy12,236$19.36$236.9KForm 4
Nov 10, 2025Nikolic LazarDirectorBuy4,000$19.31$77.2KForm 4
Nov 10, 2025Woodhouse Hope BDirectorSale14,674$2.70$39.6KForm 4
Aug 21, 2025Woodhouse Hope BDirectorSale5,000$2.72$13.6KForm 4
Aug 15, 2025Halter Patrick GregoryDirectorBuy17,000$2.83$48.1KForm 4
Aug 13, 2025Nikolic LazarDirectorBuy3,000$19.61$58.8KForm 4
Jun 9, 2025DEHNE TANUJA MDirectorSale8,814$2.55$22.5KForm 4
Jun 9, 2025KASNET STEPHEN GDirectorSale41,666$2.55$106.2KForm 4
May 22, 2025TAYLOR JOHN APresident and CEOBuy42,000$2.28$95.8KForm 4
May 22, 2025Nikolic LazarDirectorBuy7,200$2.28$16.4KForm 4
May 21, 2025Nikolic LazarDirectorBuy47,832$2.50$119.7KForm 4
May 20, 2025Nikolic LazarDirectorBuy921$2.39$2.2KForm 4
May 15, 2025Halter Patrick GregoryDirectorBuy29,000$2.38$69.0KForm 4
Mar 4, 2025Nikolic LazarDirectorBuy500$17.76$8.9KForm 4
Feb 27, 2025Nikolic LazarDirectorBuy269$17.72$4.8KForm 4
Feb 26, 2025Nikolic LazarDirectorBuy1,126$17.71$19.9KForm 4
Feb 25, 2025Halter Patrick GregoryDirectorBuy34,001$2.80$95.2KForm 4

All 27 trades can be filtered by person here when JavaScript is on.

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
2025John (“Jack”) A. TaylorPresident and Chief Executive Officer$1.0M$3.8M55
2025Stephen AlpartVice President and Chief Investment Officer$630.0K$2.1M55
2025Peter MorralVice President and Chief Development Officer$600.0K$1.8M55
2025Micheal Karber Vice President, General Counsel and Secretary$420.0K$1.2M55
2025Blake Johnson Vice President, Chief Financial Officer and Treasurer$500.0K$1.0M55
2024John (“Jack”) A. TaylorPresident and Chief Executive Officer$1.0M$4.5M55
2024Stephen AlpartVice President and Chief Investment Officer$600.0K$2.5M55
2024Peter MorralVice President and Chief Development Officer$600.0K$2.1M55
2024Blake Johnson Vice President, Chief Financial Officer and Treasurer$119.3K$687.0K55
2023John (“Jack”) A. TaylorPresident and Chief Executive Officer$1.0M$4.0M55
2023Stephen AlpartVice President and Chief Investment Officer$600.0K$2.2M55
2023Peter MorralVice President and Chief Development Officer$600.0K$2.2M55

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Jun 5, 2025Filed a private offering of securities33 Form D: 12 investors so far Form D

SEC filer profile

How Granite Point Mortgage Trust Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARGranite Point Mortgage Trust Inc.1
  • CIK0001703644
  • Employer ID (EIN)61-18431435
  • Filer statusAccelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inMaryland5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1114 Avenue Of The Americas, Suite 3020, New York, NY1
  • Phone(212) 364-55001
  • Shares outstanding48,198,166 as of Jul 28, 202612
  • Public float$109.6M as of Jun 30, 20255
  • AuditorErnst & Young LLP, Minneapolis, Minnesota PCAOB ID 42; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceApr 20, 20171
  • Filings654 in all: 4 (309), 8-K (147), 10-Q (28), 3 (23), 144 (19), SC 13G/A (17), 4/A (11), 10-K (9)1
    All 38 form types

    424B5 (9), CORRESP (9), DEF 14A (9), DEFA14A (9), SC 13G (7), UPLOAD (7), ARS (4), EFFECT (3), FWP (3), S-11/A (3), S-8 (3), SCHEDULE 13G/A (3), 8-A12B (2), S-3 (2), SC 13D/A (2), SCHEDULE 13G (2), 10-K/A (1), 305B2 (1), 424B4 (1), 8-K/A (1), ABS-15G (1), CERT (1), CERTNYS (1), D (1), DRS (1), DRSLTR (1), S-11 (1), S-3/A (1), S-3ASR (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Mar 2, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Apr 20, 2026
    Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareGPMTNYSE
7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per shareGPMTPrANYSE

From the cover page of the 10-K filed Mar 2, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Granite Point Mortgage Trust Inc. names in Item 1A of its 10-K filed Mar 2, 2026: 72 risks under these headings, as written.5

  • Risks Related to Our Lending and Investment Activities
  • Our loans and investments expose us to risks associated with debt-oriented real estate investments generally.
  • We operate in a competitive market for investment opportunities, and competition may limit our ability to originate or acquire our target investments and could also affect the pricing of these investments.
  • Fluctuations in interest rates and credit spreads could reduce our ability to generate income on our loans and other investments, which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments and may limit our ability to pay distributions to our stockholders.
  • A prolonged economic slowdown, a lengthy or severe recession, severe public health events or declining real estate values could impair our investments and harm our operations.
  • Most commercial real estate loans are nonrecourse loans and the assets securing these loans may not be sufficient to protect us from a partial or complete loss if a borrower defaults on a loan, which could materially and adversely affect us.
  • Our portfolio of investments may be concentrated by geography, property type or sponsor, which could subject us to increased risk of loss.
  • Real estate valuation is inherently subjective and uncertain, and is subject to change, especially during periods of volatility.
  • The lack of liquidity of our investments may adversely affect our business, including our ability to value, finance and sell our investments.
  • The due diligence process that we undertake with regard to investment opportunities may not reveal all facts that may affect an investment, and if we incorrectly evaluate the risks of our investments, we may experience losses.
  • The timing of loan investment repayments is difficult to predict and may adversely affect our financial performance and the value of certain of our investments.
  • Difficulty or delays in redeploying the proceeds from repayments of our existing loans and investments may cause our financial performance and returns to stockholders to suffer.
The other 61 risks
  • We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses.
  • Liability relating to environmental matters may impact the value of our investments and the properties underlying our investments.
  • The properties underlying our investments may be subject to other unknown liabilities that could adversely affect the value of these properties and, as a result, our investments.
  • Commercial real estate debt investments may be subject to delinquency, foreclosure and loss, which may adversely impact our business, results of operations and financial condition.
  • Loans on properties in transition may involve a greater risk of loss than conventional mortgage loans.
  • Any distressed loans or investments we make, or loans and investments that later become distressed, may subject us to losses and other risks.
  • The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications, extensions and/or restructurings.
  • Financial or operating difficulties of our borrowers may result in our being subject to bankruptcy proceedings.
  • Taking title to properties securing loan investments, including via foreclosure, can result in losses that harm our results of operations and financial condition.
  • As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.
  • Investments in nonconforming and non-investment grade rated commercial real estate loans or securities involve increased risk of loss.
  • Insurance on the properties underlying or securing our investments may not cover all losses.
  • We depend on third-party service providers, including our loan servicer and our information technology managed service provider, for a variety of services related to our business. We are, therefore, subject to the risks associated with third-party service providers.
  • Increases in our CECL reserves have had and could continue to have an adverse effect on our business, financial condition and results of operations.
  • CECL reserves are difficult to estimate, and may not be correct, which could severely impact our results of operations.
  • We may be subject to risks associated with commercial real estate loan participations.
  • Investments that are subordinated or otherwise junior in an issuer’s capital structure and that involve privately negotiated structures expose us to greater risk of loss.
  • Risks Related to Our Financing and Hedging
  • We have a substantial amount of debt and may incur additional debt, which subjects us to increased risk of loss which could adversely affect our results of operation and financial condition and may reduce cash available for distributions to our stockholders.
  • Interest rate fluctuations could increase our financing costs, which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments that may not be adequately protected, or protected at all, by our hedging strategies.
  • Our existing financing facilities impose, and additional financing facilities may impose, restrictive covenants, which may restrict our flexibility to determine our operating policies and investment strategy and to conduct our business.
  • Our existing asset financing facilities require, and future asset financing facilities may require, us to provide additional collateral or pay down debt.
  • Inability to access funding could have a material adverse effect on our results of operations, financial condition and business.
  • We are subject to counterparty risk associated with our debt obligations.
  • We may be subject to losses arising from current and future guarantees of debt and contingent obligations of our subsidiaries.
  • Our use of financing may create a mismatch with the duration and interest rate of the investments that we are financing, which could adversely impact our liquidity and returns.
  • Use of nonrecourse securitizations to finance our loans and investments may expose us to risks that could result in losses.
  • Risks Related to Our Company and Structure
  • Our ability to retain and attract key personnel is critical to our success.
  • Our board of directors has approved very broad investment guidelines for us and will not review or approve each investment decision made by us.
  • Operational risks, including the risk of cyberattacks, may disrupt our business, resulting in loss or limited growth.
  • Maintaining our exclusions from registration as an investment company under the Investment Company Act imposes limits on our operations. Investment returns may be reduced if we are required to register as an investment company under the Investment Company Act.
  • Rapid changes in the values of our assets may make it more difficult for us to maintain our qualification as a REIT or our exclusion from the Investment Company Act.
  • State licensing requirements cause us to incur expenses and our failure to be properly licensed may have a material adverse effect on us and our operations.
  • Changes in laws or regulations governing our operations, changes in the interpretation thereof or newly enacted laws or regulations (including laws and regulations having the effect of exempting REITs from the Investment Company Act) and any failure by us to comply with these laws or regulations could adversely affect our business.
  • Risks associated with climate change may adversely affect our business and financial results and damage our reputation.
  • The market price of our common stock has been, and may continue to be, volatile and may decline.
  • Future issuances of equity or debt securities, which may include securities that would rank senior to our common stock, may adversely affect the market price of the shares of our common stock.
  • Provisions of our charter and amended and restated bylaws and Maryland law may deter takeover attempts, which may limit the opportunity of our stockholders to sell their shares at a favorable price.
  • Issuance of stock without stockholder approval.
  • Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event of actions not in your best interests.
  • Our charter contains provisions that make removal of our directors difficult, which could make it difficult for our stockholders to effect changes to our board of directors.
  • Our amended and restated bylaws designate certain Maryland courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • Risks Related to Our REIT Status and Certain Other Tax Items
  • We have not established a minimum distribution payment level, and we cannot assure you of our ability to pay distributions in the future.
  • If we do not maintain our qualification as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability.
  • Even as a REIT, we, in certain circumstances, may incur tax liabilities that would reduce our cash available for distribution to stockholders.
  • Complying with REIT requirements may cause us to forgo otherwise attractive investment opportunities and limit our expansion opportunities.
  • Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.
  • Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
  • Complying with REIT requirements may force us to borrow to make distributions to stockholders.
  • Ownership limitations may restrict change of control or business combination opportunities.
  • We may choose to make distributions in our own stock, in which case stockholders may be required to pay income taxes without receiving any cash dividends.
  • Dividends payable by REITs do not qualify for the reduced tax rates on dividend income from regular corporations, which could adversely affect the value of our shares.
  • We are largely dependent on external sources of capital to finance our growth.
  • We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility or reduce the market price of our securities.
  • Our investments in certain investments may cause us to recognize “phantom income” for U.S. federal income tax purposes even though no cash payments have been received on the debt instruments, and certain modifications of such investments could cause such modified investments to not qualify as a good REIT asset, thereby jeopardizing our REIT qualification.
  • The “taxable mortgage pool” rules may increase the taxes that we or our stockholders may incur, and, therefore, may limit the manner in which we will effect future securitizations.
  • We may fail to qualify as a REIT if the IRS successfully challenges the treatment of our mezzanine loans as debt or our preferred equity investments as equity for U.S. federal income tax purposes.
  • The tax on prohibited transactions limits our ability to engage in transactions, including certain methods of securitizing or syndicating commercial mortgage loans that would be treated as sales for U.S. federal income tax purposes.
  • The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to qualify as a REIT.
  • Liquidation of assets may jeopardize our REIT qualification.
  • Our ownership of, and relationship with, our TRS will be restricted and a failure to comply with the restrictions would jeopardize our REIT status and may result in the application of a 100% excise tax.
  • Our qualification as a REIT may be dependent on the accuracy of legal opinions or advice rendered or given or statements by the issuers of assets that we acquire, and the inaccuracy of any such opinions, advice or statements may adversely affect our REIT qualification and result in significant corporate-level tax.

Legal proceedings

From time to time, we may be involved in various legal claims and/or administrative proceedings that arise in the ordinary course of our business. As of the date of this filing, we are not party to any litigation or other legal proceedings or, to the best of our knowledge, any threatened litigation or legal proceedings, which, in our opinion, individually or in the aggregate would have a material adverse effect on our results of operations or financial condition.

The opening of Item 3, Legal Proceedings.5

Sources

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