ARBOR REALTY TRUST INCABR
ARBOR REALTY TRUST INC Debt Disclosure
Debt Obligations
Credit and Repurchase Facilities
Borrowings under our credit and repurchase facilities are as follows ($ in thousands):
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| UPB | Debt Carrying Value (1) | Collateral Carrying Value | Wtd. Avg. Note Rate | UPB | Debt Carrying Value (1) | Collateral Carrying Value | Wtd. Avg. Note Rate | |||||||||||||||||||||||||||||||||||||||||||
| Structured Business | ||||||||||||||||||||||||||||||||||||||||||||||||||
$1.4B joint repurchase facility (2) | $ | 885,119 | $ | 882,635 | $ | 1,468,161 | 6.36 | % | $ | 661,159 | $ | 657,690 | $ | 1,104,791 | 6.76 | % | ||||||||||||||||||||||||||||||||||
$1.22B repurchase facility | 1,153,313 | 1,149,944 | 1,555,403 | 5.67 | % | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
$1B repurchase facility (2)(6) | — | — | — | — | 215,832 | 215,459 | 336,193 | 6.97 | % | |||||||||||||||||||||||||||||||||||||||||
$1B repurchase facility | 880,380 | 879,499 | 1,207,513 | 6.45 | % | 782,956 | 781,812 | 1,055,321 | 7.20 | % | ||||||||||||||||||||||||||||||||||||||||
$850M repurchase facility (2) | 444,452 | 443,880 | 725,309 | 6.29 | % | 203,348 | 202,798 | 362,695 | 7.28 | % | ||||||||||||||||||||||||||||||||||||||||
$650M repurchase facility (2)(3) | 462,702 | 462,694 | 549,069 | 6.33 | % | 499,039 | 499,017 | 678,017 | 6.98 | % | ||||||||||||||||||||||||||||||||||||||||
$400M credit facility | 67,959 | 66,479 | 125,099 | 7.03 | % | 140,412 | 138,695 | 237,123 | 7.69 | % | ||||||||||||||||||||||||||||||||||||||||
$400M repurchase facility | 292,232 | 291,342 | 383,195 | 5.86 | % | 74,925 | 74,896 | 109,920 | 6.59 | % | ||||||||||||||||||||||||||||||||||||||||
$350M repurchase facility | 127,253 | 127,199 | 238,422 | 5.77 | % | 134,368 | 134,189 | 203,135 | 6.53 | % | ||||||||||||||||||||||||||||||||||||||||
$250M repurchase facility | 73,680 | 73,052 | 113,121 | 6.82 | % | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
$250M repurchase facility | 98,848 | 98,186 | 126,340 | 5.22 | % | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
$250M credit facility | 79,220 | 78,963 | 102,758 | 6.27 | % | 108,861 | 108,696 | 145,148 | 7.43 | % | ||||||||||||||||||||||||||||||||||||||||
$200M repurchase facility | 41,480 | 41,114 | 59,147 | 6.32 | % | 156,329 | 155,676 | 214,441 | 6.98 | % | ||||||||||||||||||||||||||||||||||||||||
$64M loan specific credit facilities | 63,500 | 63,456 | 87,000 | 5.70 | % | 134,131 | 133,965 | 181,108 | 6.59 | % | ||||||||||||||||||||||||||||||||||||||||
$40M credit facility | 15,576 | 15,532 | 24,610 | 6.12 | % | 15,576 | 15,387 | 24,610 | 6.77 | % | ||||||||||||||||||||||||||||||||||||||||
$35M working capital facility | 35,000 | 35,000 | — | 6.69 | % | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Repurchase facility - securities (2)(4) | 50,280 | 50,280 | — | 5.11 | % | 18,549 | 18,549 | — | 6.12 | % | ||||||||||||||||||||||||||||||||||||||||
| Structured Business total (5) | $ | 4,770,994 | $ | 4,759,255 | $ | 6,765,147 | 6.12 | % | $ | 3,145,485 | $ | 3,136,829 | $ | 4,652,502 | 7.00 | % | ||||||||||||||||||||||||||||||||||
| Agency Business | ||||||||||||||||||||||||||||||||||||||||||||||||||
$750M ASAP agreement | $ | 91,965 | $ | 91,965 | $ | 92,733 | 4.91 | % | $ | 62,196 | $ | 62,196 | $ | 62,372 | 5.48 | % | ||||||||||||||||||||||||||||||||||
$500M repurchase facility | 89,431 | 89,427 | 89,573 | 5.19 | % | 40,878 | 40,872 | 41,165 | 5.81 | % | ||||||||||||||||||||||||||||||||||||||||
$200M credit facility | 101,849 | 101,802 | 102,409 | 5.55 | % | 141,217 | 141,169 | 141,971 | 5.89 | % | ||||||||||||||||||||||||||||||||||||||||
$200M credit facility | 43,023 | 42,887 | 43,096 | 5.76 | % | 137,878 | 137,762 | 138,793 | 5.84 | % | ||||||||||||||||||||||||||||||||||||||||
$100M joint repurchase facility (2) | 64,445 | 64,315 | 77,798 | 6.24 | % | 28,656 | 28,611 | 38,962 | 6.34 | % | ||||||||||||||||||||||||||||||||||||||||
$50M credit facility (7) | — | — | — | — | 11,723 | 11,723 | 11,723 | 5.84 | % | |||||||||||||||||||||||||||||||||||||||||
$1M repurchase facility (2)(3) | — | — | — | — | 328 | 328 | 469 | 6.83 | % | |||||||||||||||||||||||||||||||||||||||||
| Agency Business total | $ | 390,713 | $ | 390,396 | $ | 405,609 | 5.45 | % | $ | 422,876 | $ | 422,661 | $ | 435,455 | 5.84 | % | ||||||||||||||||||||||||||||||||||
| Consolidated total | $ | 5,161,707 | $ | 5,149,651 | $ | 7,170,756 | 6.07 | % | $ | 3,568,361 | $ | 3,559,490 | $ | 5,087,957 | 6.86 | % | ||||||||||||||||||||||||||||||||||
________________________________________
(1)At December 31, 2025 and 2024, debt carrying value for the Structured Business was net of unamortized deferred finance costs of $11.7 million and $8.6 million, respectively, and for the Agency Business was net of unamortized deferred finance costs of $0.3 million and $0.2 million, respectively.
(2)These facilities are subject to margin call provisions associated with changes in interest spreads.
(3)A portion of this facility was used to finance a fixed-rate SFR permanent loan reported through our Agency Business, which has been paid off.
(4)At December 31, 2025 and 2024, this facility was collateralized by certificates retained by us from our Freddie Mac Q Series securitization (“Q Series securitization”) with a principal balance of $26.5 million and $26.6 million, respectively. At December 31, 2025, this facility was also collateralized by investment grade notes we retained from our BTR CLO 1 securitization with a principal balance of $41.0 million.
(5)These amounts exclude outstanding notes payable on our REO assets with a debt carrying value of $223.0 million and $74.9 million at December 31, 2025 and 2024, respectively.
(6)This facility matured in October 2025 and was not renewed.
(7)This facility matured in December 2025 and was not renewed.
Usually, our credit and repurchase facilities have extension options that are at the discretion of the financial institutions in which we have long standing relationships with. These facilities typically renew annually and also include a "wind-down" feature.
Joint Repurchase Facility. We have a $1.50 billion joint repurchase facility that is shared between the Structured Business and the Agency Business, and matures in July 2027 with a one-year extension option. This facility is used to finance both structured and Private Label loans. The interest rate under the facility is determined on a loan-by-loan basis and may include a floor equal to a pro rata share of the floors included in our originated loans. The facility has an overadvance available of $75.0 million that has an interest rate of SOFR plus 6.85%, which amortizes quarterly through December 2026. The facility has a maximum advance rate of 80% on all loans. If the estimated market value of the loans financed in this facility decrease, we may be required to pay down borrowings under this facility.
Structured Business. We utilize credit and repurchase facilities with various financial institutions to finance our loans and investments as described below. Many of these facilities have a maximum advance rate between 70% to 83%, depending on the asset type financed.
At December 31, 2025 and 2024, the weighted average interest rate for the credit and repurchase facilities of our Structured Business, including certain fees and costs, such as structuring, commitment, non-use and warehousing fees, was 6.40% and 7.43%, respectively. The leverage on our loan and investment portfolio financed through our credit and repurchase facilities, excluding the securities repurchase facility and working capital facility, was 69% and 67% at December 31, 2025 and 2024, respectively.
We have a $1.22 billion repurchase facility to refinance loans previously held in our CLOs. This facility has a 24-month reinvestment period through March 2027. The facility has an interest rate of SOFR plus 1.85% and matures at the latest maturity date of all purchased assets, which is currently June 2028. The facility has an overadvance available of $25.0 million that has an interest rate of SOFR plus 6.85%, which amortizes quarterly through December 2026. Additionally, this facility was approximately 88% non-recourse to us and had an 80% advance rate at closing.
We have a $1.00 billion repurchase facility, which includes a concentration limit for delinquent loans to remain in the facility for up to two years. The interest rate on new loans is determined on a loan-by-loan basis. Permitted delinquent loans have an interest rate of SOFR plus 3.00% and can comprise up to 10% of the outstanding facility balance, or up to 15% at the lender's discretion. The commitment amount under this facility expires six months after the lender provides written notice. We then have an additional six months to repurchase the underlying loans.
We have an $850.0 million repurchase facility, of which $600.0 million may be used to finance performing loans and $250.0 million may be used to finance non-performing loans, that matures in December 2026 with a one-year extension option. The $600.0 million portion of the facility has an interest rate of SOFR plus 1.75%, with a SOFR floor of 0.15% that increases to SOFR plus 2.25%, with a 0.15% SOFR floor after the loan has been in the line for a year. At December 31, 2025, $93.3 million of loans were transferred in from a terminated facility and has a weighted average interest rate of SOFR plus 2.54%. The $250.0 million portion of the facility has an interest rate of SOFR plus 3.25%, with a SOFR floor equal to the greater of 2.50% or the floor of the underlying loan.
We have a $650.0 million repurchase facility to finance SFR loans that has an interest rate ranging from SOFR plus 2.36% to 3.11%, depending on the type of loan financed, with a 0.25% SOFR floor, and matures in October 2026.
We have a $400.0 million credit facility to finance performing and non-performing loans that has an interest rate of SOFR plus 3.25%, with a SOFR floor of 1.00%, and matures in March 2027.
We have a $400.0 million repurchase facility to finance bridge and construction loans that has an interest rate ranging from SOFR plus 1.75% to 3.50% depending on the type of loan financed, with a SOFR floor determined on a loan-by-loan basis, and matures in January 2027, with a one-year extension option.
We have a $350.0 million repurchase facility to finance bridge loans that matures in March 2026. The interest rate under the facility is determined on a loan-by-loan basis.
We have a $250.0 million repurchase facility to finance multifamily construction loans that matures in September 2027, with a one-year extension option. The facility has an interest rate of SOFR plus 3.25%, with a SOFR floor equal to the lesser of 2.50% or the floor of the underlying loan.
We have a $250.0 million repurchase facility to finance bridge loans that has an interest rate ranging from SOFR plus 1.45% to 2.65% depending on the duration of time the loan is being financed determined on a loan-by-loan basis, and matures in October 2026.
We have a $250.0 million credit facility to finance SFR loans that matures in October 2027. This facility has an interest rate of SOFR plus 2.50%, with an all-in floor of 5.00%.
We have a $200.0 million repurchase facility to finance SFR loans with a $100.0 million accordion feature that matures in March 2027, with a one-year extension option. This facility has an interest rate of SOFR plus 2.55%.
We have loan specific credit facilities totaling $63.5 million used to finance individual bridge loans. The facilities have interest rates ranging from SOFR plus 1.85% to 2.10%, with a SOFR floor of 2.20%. The facilities mature between July 2026 and August 2027.
We have a $40.0 million credit facility used to purchase loans that has an interest rate of SOFR plus 2.35% and matures in April 2026, with a one-year extension option.
We have a $35.0 million unsecured working capital line of credit that has an interest rate of SOFR plus 3.00%. This line matures in April 2026 and is typically renewed annually.
We have an uncommitted repurchase facility that is used to finance certificates retained by us from our Q Series securitization and investment grade notes retained from our BTR CLO 1 securitization. This facility has an interest rate ranging from SOFR plus 1.20% to 1.90% and has no expiration date.
Agency Business. We utilize credit and repurchase facilities with various financial institutions to finance substantially all of our loans held-for-sale as described below. The financial institutions that provide these facilities generally have a security interest in the underlying mortgage notes that serve as collateral for these facilities.
We have a $750.0 million ASAP agreement with Fannie Mae providing us with a warehousing credit facility for mortgage loans that are to be sold to Fannie Mae and serviced under the Fannie Mae DUS program. The ASAP agreement is not a committed line, has no expiration date and has an interest rate of SOFR plus 1.15%, with a 0.25% SOFR floor.
We have a $500.0 million repurchase facility that has an interest rate of SOFR plus 1.43% and matures in November 2026.
We have a $200.0 million credit facility that has an interest rate of SOFR plus 1.40% and matures in March 2026.
We have a $200.0 million credit facility that has an interest rate of SOFR plus 1.35% and matures in June 2026. We have the ability to borrow up to an additional $200.0 million under this facility at the lender's discretion determined on a loan-by-loan basis. This facility includes a $37.5 million sublimit for principal and interest advances we make as the primary servicer to Fannie Mae in connection with potential delinquent loans under the Fannie Mae forbearance program, which has an interest rate of SOFR plus 1.75%.
We have a letter of credit facility to secure obligations under the Fannie Mae DUS program and the Freddie Mac SBL program with a total committed amount of up to $75.0 million. The facility has a fixed interest rate of 2.875%, matures in September 2027, and is primarily collateralized by our servicing revenue as approved by Fannie Mae and Freddie Mac. The facility includes a $5.0 million sublimit for obligations under the Freddie Mac SBL program. At December 31, 2025, the letters of credit outstanding include $70.0 million for the Fannie Mae DUS program and $5.0 million for the Freddie Mac SBL program.
Securitized Debt
We account for securitized debt transactions on our consolidated balance sheet as financing facilities. These transactions are considered VIEs for which we are the primary beneficiary and are consolidated in our financial statements. The investment grade notes and guaranteed certificates issued to third parties are treated as secured financings and are non-recourse to us.
Borrowings and the corresponding collateral under our securitized debt transactions are as follows ($ in thousands):
| Debt | Collateral (3) | |||||||||||||||||||||||||||||||||||||
| Loans | Cash | |||||||||||||||||||||||||||||||||||||
| December 31, 2025 | Face Value | Carrying Value (1) | Wtd. Avg. Rate (2) | UPB | Carrying Value | Restricted Cash (4) | ||||||||||||||||||||||||||||||||
| CLO 20 | $ | 933,187 | $ | 924,504 | 5.50 | % | $ | 1,045,664 | $ | 1,040,984 | $ | — | ||||||||||||||||||||||||||
| BTR CLO 1 | 525,304 | 517,395 | 6.29 | % | 685,746 | 683,807 | — | |||||||||||||||||||||||||||||||
| CLO 18 (5) | 971,595 | 970,979 | 6.01 | % | 1,339,523 | 1,338,395 | 21,469 | |||||||||||||||||||||||||||||||
| CLO 17 (5) | 1,055,700 | 1,055,380 | 5.66 | % | 1,443,820 | 1,443,845 | — | |||||||||||||||||||||||||||||||
| Total CLOs | 3,485,786 | 3,468,258 | 5.81 | % | 4,514,753 | 4,507,031 | 21,469 | |||||||||||||||||||||||||||||||
| Q Series securitization (6) | — | — | — | 50,600 | 50,600 | — | ||||||||||||||||||||||||||||||||
| Total securitized debt | $ | 3,485,786 | $ | 3,468,258 | 5.81 | % | $ | 4,565,353 | $ | 4,557,631 | $ | 21,469 | ||||||||||||||||||||||||||
| December 31, 2024 | ||||||||||||||||||||||||||||||||||||||
| CLO 19 | $ | 753,987 | $ | 751,364 | 7.02 | % | $ | 912,935 | $ | 912,392 | $ | — | ||||||||||||||||||||||||||
| CLO 18 | 1,335,647 | 1,332,950 | 6.47 | % | 1,684,765 | 1,684,285 | 37,090 | |||||||||||||||||||||||||||||||
| CLO 17 | 1,482,657 | 1,480,495 | 6.15 | % | 1,811,391 | 1,810,463 | 50,910 | |||||||||||||||||||||||||||||||
| CLO 16 | 682,845 | 681,008 | 5.93 | % | 944,660 | 943,542 | — | |||||||||||||||||||||||||||||||
| CLO 14 | 326,238 | 326,238 | 6.11 | % | 452,751 | 452,526 | — | |||||||||||||||||||||||||||||||
| Total CLOs (5) | 4,581,374 | 4,572,055 | 6.35 | % | 5,806,502 | 5,803,208 | 88,000 | |||||||||||||||||||||||||||||||
| Q Series securitization | 50,641 | 50,434 | 6.49 | % | 94,940 | 94,895 | — | |||||||||||||||||||||||||||||||
| Total securitized debt | $ | 4,632,015 | $ | 4,622,489 | 6.35 | % | $ | 5,901,442 | $ | 5,898,103 | $ | 88,000 | ||||||||||||||||||||||||||
________________________________________
(1)Debt carrying value is net of $17.5 million and $9.5 million of deferred financing fees at December 31, 2025 and 2024, respectively.
(2)At December 31, 2025 and 2024, the aggregate weighted average note rate for our CLOs, including certain fees and costs, was 6.07% and 6.59%, respectively, and the Q Series securitization was 7.46% at December 31, 2024.
(3)At December 31, 2025 and 2024, 39 and 46 loans, respectively, with a total UPB of $1.69 billion and $1.60 billion, respectively, were deemed a "credit risk" as defined by the CLO indentures. A credit risk asset is generally defined as one that, in the CLO collateral manager's reasonable business judgment, has a significant risk of becoming a defaulted asset.
(4)Represents restricted cash held for principal repayments as well as for reinvestment in the CLOs. Does not include restricted cash related to interest payments, delayed fundings and expenses totaling $10.1 million and $43.4 million at December 31, 2025 and 2024, respectively.
(5)The replenishment period for the following CLOs has ended: CLO 14 - September 2023, CLO 16 – March 2024, CLO 19 – May 2024, CLO 17 – June 2024, and CLO 18 – August 2024.
(6)All third-party amounts have been paid down and only our tranches remain.
CLO 20. In August 2025, we completed CLO 20, through a wholly owned subsidiary, issuing nine tranches of CLO notes totaling $1.05 billion. Of the total CLO notes issued, $933.2 million consisted of investment grade notes issued to third-party investors. The remaining $116.8 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of real estate related assets and cash with a face value of $926.8 million, with the real estate related assets primarily comprised of first-lien mortgage bridge loans contributed from our existing loan portfolio. The CLO has an approximate two and a half year replacement period, during which principal and sale proceeds from the underlying loans may be reinvested into qualifying replacement loan obligations, subject to conditions outlined in the indenture. Thereafter, the outstanding debt balance will decrease as loans are repaid. Initially, the proceeds of the issuance also included $123.2 million for the purpose of acquiring additional loan obligations within 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $1.05 billion, representing leverage of 89%. The notes sold to third parties had an initial weighted average interest rate of 1.82% plus term SOFR, with interest payable monthly.
BTR CLO 1. In May 2025, we completed BTR CLO 1, through a wholly owned subsidiary, issuing 11 tranches of CLO notes totaling $801.9 million. Of the total CLO notes issued, $682.6 million consisted of investment grade notes, $41.0 million of which were retained by us (including $31.8 million we financed), with the remainder issued to third-party investors. The remaining $119.3 million were below investment grade notes and fully retained by us. As of the CLO closing date, the notes were secured by a portfolio of real estate related
assets and cash with a face value of $583.6 million, with the real estate related assets primarily comprised of first-lien mortgage construction and bridge loans secured by build-to-rent properties contributed from our existing loan portfolio. The CLO has an approximate two-year replacement period, during which principal and sale proceeds from the underlying loans may be reinvested into qualifying replacement loan obligations, subject to conditions outlined in the indenture. The CLO also includes a $200.0 million senior revolving note, which may be used to fund construction draws, acquire collateral at closing, or purchase replacement assets during the replacement period, of which $83.9 million had been drawn at December 31, 2025. Thereafter, the outstanding debt balance will decrease as loans are repaid. Initially, the proceeds of the issuance also included $50.0 million for the purpose of acquiring additional loan obligations within 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $801.9 million, representing leverage of 80%, or 84% after factoring in the financed portion of our retained investment grade notes. The notes sold to third parties had an initial weighted average interest rate of 2.48% plus term SOFR, with interest payable monthly.
CLO 18. In 2022, we completed CLO 18, issuing eight tranches of CLO notes through two wholly owned subsidiaries totaling $1.86 billion. Of the total CLO notes issued, $1.65 billion were investment grade notes issued to third-party investors and $210.1 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of $1.70 billion, consisting primarily of bridge loans that were contributed from our existing loan portfolio, and cash. The financing had an approximate two-and-a-half-year replacement period that allowed the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance is being reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $347.3 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $2.05 billion, representing leverage of 81%. We retained a residual interest in the portfolio with a notional amount of $397.2 million, including the $210.1 million below investment grade notes. The notes sold to third parties had an initial weighted average interest rate of 1.81% plus compounded SOFR and interest payments on the notes are payable monthly.
CLO 17. In 2021, we completed CLO 17, issuing eight tranches of CLO notes through two wholly owned subsidiaries totaling $1.91 billion. Of the total CLO notes issued, $1.71 billion were investment grade notes issued to third-party investors and $194.3 million were below investment grade notes retained by us. As of the CLO closing date, the notes were secured by a portfolio of loan obligations with a face value of $1.79 billion, consisting primarily of bridge loans that were contributed from our existing loan portfolio, and cash. The financing had an approximate two-and-a-half-year replacement period that allowed the principal proceeds and sale proceeds (if any) of the loan obligations to be reinvested in qualifying replacement loan obligations, subject to the satisfaction of certain conditions set forth in the indenture. Thereafter, the outstanding debt balance is being reduced as loans are repaid. Initially, the proceeds of the issuance of the securities also included $315.0 million for the purpose of acquiring additional loan obligations for a period of up to 180 days from the CLO closing date, which we subsequently utilized, resulting in the issuer owning loan obligations with a face value of $2.10 billion, representing leverage of 82%. We retained a residual interest in the portfolio with a notional amount of $385.9 million, including the $194.3 million below investment grade notes. The notes sold to third parties had an initial weighted average interest rate of 1.68% plus one-month LIBOR and interest payments on the notes are payable monthly.
CLO 16. In October 2025, we unwound CLO 16, redeeming the remaining outstanding notes totaling $482.1 million, which were repaid from the availability in our credit and repurchase facilities. We expensed $0.6 million of deferred financing fees related to the unwind of this CLO, into loss on extinguishment of debt on the consolidated statements of income.
CLO 19 and CLO 14. In March 2025, we unwound CLO 19 and 14, redeeming the remaining outstanding notes totaling $1.08 billion, which were repaid from a new $1.22 billion repurchase facility. We expensed $2.3 million of deferred financing fees related to the unwind of these CLOs, into loss on extinguishment of debt on the consolidated statements of income.
CLO 15. In 2024, we unwound CLO 15, redeeming the remaining outstanding notes totaling $674.4 million, which were paid primarily from the refinancing of the remaining assets within our other CLO vehicles and credit and repurchase facilities. We expensed $0.4 million of deferred financing fees related to the unwind of this CLO, into loss on extinguishment of debt on the consolidated statements of income.
Freddie Mac Q Series Securitization. In 2022, we completed a Q Series securitization, by which we sold to Freddie Mac 11 floating rate loans totaling $315.8 million that are secured by first priority mortgage liens on 21 multifamily properties that qualify as mission-driven under the Federal Housing Finance Agency guidelines. The Q Series securitization is represented through a series of pass-through certificates (the “Certificates”) issued under a pooling and servicing agreement. We retained certain subordinate and interest-only classes of the Certificates totaling $79.0 million and the remaining Certificates totaling $236.9 million were purchased by third-party investors, representing leverage of 75%. The Certificates sold to third parties paid interest at 2.00% plus SOFR, excluding fees and transaction costs,
until they were fully paid off in the third quarter of 2025. As part of the securitization transaction, we released all mortgage servicing obligations and rights to Freddie Mac who was designated as the master servicer. As master servicer, Freddie Mac appointed us as its subservicer, which includes obligations to collect and remit payments and otherwise administer the underlying loans, and a third party as the special servicer. We may, subject to certain limitations, terminate the special servicer, with or without cause, and appoint a successor. In addition, the special servicer must receive our consent prior to certain decisions with respect to a specially serviced mortgage loan.
Securitization Paydowns. During 2025, outstanding notes totaling $841.7 million on our existing CLOs and Q Series securitization have been paid down.
Senior Unsecured Notes
A summary of our senior unsecured notes is as follows ($ in thousands):
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Senior Unsecured Notes | Issuance Date | Maturity | UPB | Carrying Value (1) | Wtd. Avg. Rate (2) | UPB | Carrying Value (1) | Wtd. Avg. Rate (2) | ||||||||||||||||||||||||||||||||||||||||||
8.50% Notes (3) | Dec. 2025 | Dec. 2028 | $ | 400,000 | $ | 394,340 | 8.50 | % | $ | — | $ | — | — | |||||||||||||||||||||||||||||||||||||
7.875% Notes (4) | Jul. 2025 | Jul. 2030 | 500,000 | 489,397 | 7.88 | % | — | — | — | |||||||||||||||||||||||||||||||||||||||||
9.00% Notes (3) | Oct. 2024 | Oct. 2027 | 100,000 | 98,934 | 9.00 | % | 100,000 | 98,352 | 9.00 | % | ||||||||||||||||||||||||||||||||||||||||
8.50% Notes (3) | Oct. 2022 | Oct. 2027 | 150,000 | 149,041 | 8.50 | % | 150,000 | 148,531 | 8.50 | % | ||||||||||||||||||||||||||||||||||||||||
5.00% Notes (3) | Dec. 2021 | Dec. 2028 | 180,000 | 178,725 | 5.00 | % | 180,000 | 178,300 | 5.00 | % | ||||||||||||||||||||||||||||||||||||||||
4.50% Notes (3) | Aug. 2021 | Sept. 2026 | 270,000 | 269,439 | 4.50 | % | 270,000 | 268,601 | 4.50 | % | ||||||||||||||||||||||||||||||||||||||||
5.00% Notes (3) | Apr. 2021 | Apr. 2026 | 175,000 | 174,790 | 5.00 | % | 175,000 | 174,161 | 5.00 | % | ||||||||||||||||||||||||||||||||||||||||
4.50% Notes (3) | Mar. 2020 | Mar. 2027 | 275,000 | 274,412 | 4.50 | % | 275,000 | 273,927 | 4.50 | % | ||||||||||||||||||||||||||||||||||||||||
7.75% Notes | Mar. 2023 | Mar. 2026 | — | — | — | 95,000 | 94,275 | 7.75 | % | |||||||||||||||||||||||||||||||||||||||||
| $ | 2,050,000 | $ | 2,029,078 | 6.70 | % | $ | 1,245,000 | $ | 1,236,147 | 5.73 | % | |||||||||||||||||||||||||||||||||||||||
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(1)At December 31, 2025 and 2024, the carrying value is net of deferred financing fees of $20.9 million and $8.9 million, respectively.
(2)At December 31, 2025 and 2024, the aggregate weighted average note rate, including certain fees and costs, was 7.06% and 6.02%, respectively.
(3)These notes can be redeemed by us prior to three months before the maturity date, at a redemption price equal to 100% of the aggregate principal amount, plus a “make-whole” premium and accrued and unpaid interest. We have the right to redeem the notes within three months prior to the maturity date at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest.
(4)These notes can be redeemed by us prior to six months before the maturity date, at a redemption price equal to 100% of the aggregate principal amount, plus a “make-whole” premium and accrued and unpaid interest. We have the right to redeem the notes within six months prior to the maturity date at a redemption price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest.
Except as noted below, we used the proceeds of our senior unsecured debt offerings to make investments and for general corporate purposes.
In December 2025, we issued $400.0 million aggregate principal amount of 8.50% senior unsecured notes due December 2028 in a private offering. We received proceeds of $394.9 million from the issuance, after deducting the underwriting discount and other offering expenses. We used a portion of the proceeds to repay our remaining outstanding 7.75% senior notes due March 2026 and will use a portion of the remaining proceeds to repay our 5.00% senior notes due April 2026.
In July 2025, we issued $500.0 million aggregate principal amount of 7.875% senior unsecured notes due July 2030 in a private offering. We received proceeds of $490.5 million from the issuance, after deducting the underwriting discount and other offering expenses. We used a portion of the net proceeds to repay our 7.50% convertible notes due August 2025.
In 2024, we issued $100.0 million aggregate principal amount of 9.00% senior unsecured notes due in 2027 in a private offering. We received proceeds of $98.4 million from the issuance, after deducting the underwriting discount and other offering expenses. We used a portion of the proceeds to pay down debt.
In 2023, we issued $95.0 million aggregate principal amount of 7.75% senior unsecured notes due in 2026 in a private offering. We received proceeds of $93.4 million from the issuance, after deducting the placement agent commission and other offering expenses. We used $70.8 million of the proceeds, which included accrued interest and other fees, to repurchase the remaining portion of our 8.00% senior notes due in 2023. In December 2025, our 7.75% senior notes were fully settled with a portion of the proceeds received from our 8.50% senior notes issuance.
In 2022, we issued $150.0 million aggregate principal amount of 8.50% senior unsecured notes due in 2027 in a private offering. We received proceeds of $147.5 million from the issuance, after deducting the underwriting discount and other offering expenses. We used $47.5 million of the proceeds, which included accrued interest and other fees, to repurchase a portion of our 5.625% senior notes.
In 2021, we issued $180.0 million aggregate principal amount of 5.00% senior unsecured notes due in 2028 in a private offering. We received proceeds of $177.2 million from the issuance, after deducting the underwriting discount and other offering expenses.
In 2021, we issued $270.0 million aggregate principal amount of 4.50% senior unsecured notes due in 2026 in a private offering. We received proceeds of $265.8 million from the issuance, after deducting the underwriting discount and other offering expenses.
In 2021, we issued $175.0 million aggregate principal amount of 5.00% senior unsecured notes due in 2026 in a private offering. We received proceeds of $172.3 million from the issuance, after deducting the underwriting discount and other offering expenses.
In 2020, we issued $275.0 million aggregate principal amount of 4.50% senior unsecured notes due in 2027 in a private offering. We received proceeds of $271.8 million from the issuance, after deducting the underwriting discount and other offering expenses. We used a significant portion of the proceeds to repay secured indebtedness.
During 2024, we redeemed both our 5.75% senior notes totaling $90.0 million and 4.75% senior notes totaling $110.0 million at maturity.
Convertible Senior Unsecured Notes
In 2022, we issued $287.5 million in aggregate principal amount of 7.50% convertible senior notes through a private placement offering. In August 2025, our 7.50% convertible notes matured, and were fully repaid with a portion of the net proceeds received from our 7.875% senior unsecured notes issued in July 2025.
The UPB and net carrying value of our convertible notes at December 31, 2024 were as follows ($ in thousands):
| UPB | Unamortized Deferred Financing Fees | Net Carrying Value | ||||||||||||
| $287,500 | $1,647 | $285,853 | ||||||||||||
During 2025, we incurred interest expense on the convertible notes totaling $14.2 million, of which $12.6 million and $1.6 million related to the cash coupon and deferred financing fees, respectively. During 2024, we incurred interest expense on the notes totaling $24.3 million, of which $21.5 million and $2.8 million related to the cash coupon and deferred financing fees, respectively. During 2023, we incurred interest expense on the notes totaling $24.8 million, of which $22.1 million and $2.7 million related to the cash coupon and deferred financing fees, respectively. Including the amortization of the deferred financing fees, our weighted average total cost of the convertible notes was 8.43% at December 31, 2024.
Junior Subordinated Notes
The carrying values of borrowings under our junior subordinated notes were $145.5 million and $144.7 million at December 31, 2025 and 2024, respectively, which is net of a deferred amount of $7.6 million and $8.3 million, respectively, (which is amortized into interest expense over the life of the notes) and deferred financing fees of $1.2 million and $1.4 million, respectively. These notes have maturities ranging from March 2034 through April 2037 and pay interest quarterly at a floating rate. The weighted average note rate was 6.52% and 7.18% at December 31, 2025 and 2024, respectively. Including certain fees and costs, the weighted average note rate was 6.61% and 7.26% at December 31, 2025 and 2024, respectively.
Debt Covenants
Credit and Repurchase Facilities and Unsecured Debt. The credit and repurchase facilities and unsecured debt (senior and convertible notes) contain various financial covenants, including, but not limited to, minimum liquidity requirements, minimum net worth
requirements, minimum unencumbered asset requirements, as well as certain other debt service coverage ratios, debt to equity ratios and minimum servicing portfolio tests. We were in compliance with all financial covenants and restrictions at December 31, 2025.
CLOs. Our CLO vehicles contain interest coverage and asset overcollateralization covenants that must be met as of the waterfall distribution date in order for us to receive such payments. If we fail these covenants in any of our CLOs, all cash flows from the applicable CLO would be diverted to repay principal and interest on the outstanding CLO bonds and we would not receive any residual payments until that CLO regained compliance with such tests. Our CLOs were in compliance with all such covenants at December 31, 2025, as well as on the most recent determination dates in January 2026. In the event of a breach of the CLO covenants that could not be cured in the near-term, we would be required to fund our non-CLO expenses, including employee costs, distributions required to maintain our REIT status, debt costs, and other expenses with (1) cash on hand, (2) income from any CLO not in breach of a covenant test, (3) income from real property and loan assets, (4) sale of assets, or (5) accessing the equity or debt capital markets, if available. We have the right to cure covenant breaches which would resume normal residual payments to us by purchasing non-performing loans out of the CLOs. However, we may not have sufficient liquidity available to do so at such time.
Our CLO compliance tests as of the most recent determination dates in January 2026 are as follows:
| Cash Flow Triggers | CLO 17 | CLO 18 | BTR CLO 1 | CLO 20 | ||||||||||||||||||||||
| Overcollateralization (1) | ||||||||||||||||||||||||||
| Current | 127.77 | % | 136.54 | % | 117.47 | % | 112.52 | % | ||||||||||||||||||
| Limit | 121.51 | % | 123.03 | % | 115.47 | % | 110.52 | % | ||||||||||||||||||
| Pass / Fail | Pass | Pass | Pass | Pass | ||||||||||||||||||||||
| Interest Coverage (2) | ||||||||||||||||||||||||||
| Current | 136.59 | % | 130.82 | % | 170.68 | % | 139.22 | % | ||||||||||||||||||
| Limit | 120.00 | % | 120.00 | % | 120.00 | % | 120.00 | % | ||||||||||||||||||
| Pass / Fail | Pass | Pass | Pass | Pass | ||||||||||||||||||||||
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(1)The overcollateralization ratio divides the total principal balance of all collateral in the CLO by the total principal balance of the bonds associated with the applicable ratio. To the extent an asset is considered a defaulted security, the asset’s principal balance for purposes of the overcollateralization test is the lesser of the asset’s market value or the principal balance of the defaulted asset multiplied by the asset’s recovery rate which is determined by the rating agencies. Rating downgrades of CLO collateral will generally not have a direct impact on the principal balance of a CLO asset for purposes of calculating the CLO overcollateralization test unless the rating downgrade is below a significantly low threshold (e.g., CCC-) as defined in each CLO vehicle.
(2)The interest coverage ratio divides interest income by interest expense for the classes senior to those retained by us.
Our CLO overcollateralization ratios as of the determination dates subsequent to each quarter are as follows:
| Determination (1) | CLO 17 | CLO 18 | BTR CLO 1 | CLO 20 | ||||||||||||||||||||||
| January 2026 | 127.77 | % | 136.54 | % | 117.47 | % | 112.52 | % | ||||||||||||||||||
| October 2025 | 127.02 | % | 131.38 | % | 117.47 | % | 112.52 | % | ||||||||||||||||||
| July 2025 | 124.46 | % | 130.03 | % | 117.47 | % | N/A | |||||||||||||||||||
| April 2025 | 122.65 | % | 127.91 | % | N/A | N/A | ||||||||||||||||||||
| January 2025 | 122.10 | % | 123.89 | % | N/A | N/A | ||||||||||||||||||||
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(1)This table represents the quarterly trend of our overcollateralization ratio, however, the CLO determination dates are monthly and we were in compliance with this test for all periods presented.
The ratio will fluctuate based on the performance of the underlying assets, transfers of assets into the CLOs prior to the expiration of their respective replenishment dates, purchase or disposal of other investments, and loan payoffs. No payment due under the junior subordinated indentures may be paid if there is a default under any senior debt and the senior lender has sent notice to the trustee. The junior subordinated indentures are also cross-defaulted with each other.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 20, 2024 | |
| 2022 | Feb 17, 2023 | |
| 2021 | Feb 18, 2022 | |
| 2020 | Feb 19, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 15, 2019 | |
| 2017 | Feb 23, 2018 | |
| 2016 | Mar 3, 2017 | |
| 2015 | Feb 26, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.