BrightSpire Capital, Inc.BRSP
BrightSpire Capital, Inc. Debt Disclosure
Debt
The following table presents debt as of December 31, 2025, and December 31, 2024 (dollars in thousands):
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| Capacity ($) | Recourse vs. Non-Recourse(1) | Final Maturity | Contractual Interest Rate | Principal Amount(2) | Carrying Value(2) | Principal Amount(2) | Carrying Value(2) | ||||||||||||||||||||||||||||||||||||||||
| Securitization bonds payable, net | |||||||||||||||||||||||||||||||||||||||||||||||
BRSP 2024-FL2(3) | Non-recourse | Aug-37 | SOFR + 2.47% | $ | 583,875 | $ | 578,879 | $ | 583,875 | $ | 576,577 | ||||||||||||||||||||||||||||||||||||
BRSP 2021-FL1(3) | Non-recourse | Aug-38 | SOFR + 1.72% | 398,215 | 398,203 | 510,497 | 510,497 | ||||||||||||||||||||||||||||||||||||||||
| Subtotal securitization bonds payable, net | 982,090 | 977,082 | 1,094,372 | 1,087,074 | |||||||||||||||||||||||||||||||||||||||||||
| Mortgage and other notes payable, net | |||||||||||||||||||||||||||||||||||||||||||||||
| Net lease 1 | Non-recourse | Sep-33 | 4.77% | 200,000 | 199,068 | 200,000 | 198,963 | ||||||||||||||||||||||||||||||||||||||||
Net lease 2(4) | Non-recourse | (4) | (4) | — | — | 132,879 | 133,152 | ||||||||||||||||||||||||||||||||||||||||
| Net lease 3 | Non-recourse | Aug-26 | 4.08% | 27,958 | 27,928 | 28,671 | 28,599 | ||||||||||||||||||||||||||||||||||||||||
| Net lease 4 | Non-recourse | Oct-27 | 4.45% | 20,730 | 20,730 | 21,368 | 21,368 | ||||||||||||||||||||||||||||||||||||||||
Net lease 5(5) | Non-recourse | Nov-26 | 4.45% | 16,222 | 16,153 | 16,663 | 16,521 | ||||||||||||||||||||||||||||||||||||||||
Net lease 5(6) | Non-recourse | Mar-28 | 7.25% | 10,800 | 10,362 | 11,007 | 10,570 | ||||||||||||||||||||||||||||||||||||||||
| Net lease 6 | Non-recourse | Nov-26 | 4.45% | 6,445 | 6,418 | 6,620 | 6,564 | ||||||||||||||||||||||||||||||||||||||||
| Net lease 8 | Non-recourse | Nov-26 | 4.45% | 2,987 | 2,975 | 3,069 | 3,043 | ||||||||||||||||||||||||||||||||||||||||
| Other real estate 1 | Non-recourse | Dec-28(7) | 4.47% | 97,082 | 96,348 | 99,224 | 98,124 | ||||||||||||||||||||||||||||||||||||||||
| Other real estate 2 | Non-recourse | (8) | (8) | — | — | 67,699 | 67,685 | ||||||||||||||||||||||||||||||||||||||||
Loan 1(9) | Non-recourse | Jul-28(9) | 5.50% | 34,078 | 34,078 | 34,466 | 34,466 | ||||||||||||||||||||||||||||||||||||||||
| Subtotal mortgage and other notes payable, net | 416,302 | 414,060 | 621,666 | 619,055 | |||||||||||||||||||||||||||||||||||||||||||
| Bank credit facility | |||||||||||||||||||||||||||||||||||||||||||||||
| Bank credit facility | $ | 120,000 | Recourse | Dec-28 (10) | SOFR + 2.25% | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Subtotal bank credit facility | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Master repurchase facilities | |||||||||||||||||||||||||||||||||||||||||||||||
| Bank 1 | 600,000 | Limited Recourse(11) | Apr-27 | SOFR + 2.30% | (12) | 433,642 | 433,642 | 422,438 | 422,438 | ||||||||||||||||||||||||||||||||||||||
| Bank 2 | 600,000 | Limited Recourse(11) | Apr-30(13) | SOFR + 1.87% | (12) | 135,550 | 135,550 | 160,847 | 160,847 | ||||||||||||||||||||||||||||||||||||||
| Bank 3 | 500,000 | Limited Recourse(14) | June-30(15) | SOFR + 1.60% | (12) | 427,899 | 427,899 | 177,466 | 177,466 | ||||||||||||||||||||||||||||||||||||||
| Bank 4 | 400,000 | Limited Recourse(11) | Nov-29(16) | SOFR + 1.66% | (12) | 81,007 | 81,007 | 24,432 | 24,432 | ||||||||||||||||||||||||||||||||||||||
| Subtotal master repurchase facilities | $ | 2,100,000 | 1,078,098 | 1,078,098 | 785,183 | 785,183 | |||||||||||||||||||||||||||||||||||||||||
| Subtotal credit facilities | 1,078,098 | 1,078,098 | 785,183 | 785,183 | |||||||||||||||||||||||||||||||||||||||||||
| Total | $ | 2,476,490 | $ | 2,469,240 | $ | 2,501,221 | $ | 2,491,312 | |||||||||||||||||||||||||||||||||||||||
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(1)Subject to customary non-recourse carveouts.
(2)Difference between principal amount and carrying value of securitization bonds payable, net and mortgage and other notes payable, net is attributable to deferred financing costs, net and premium/discount on mortgage notes payable.
(3)The Company, through indirect Cayman subsidiaries, securitized commercial mortgage loans originated by the Company. Senior notes issued by the securitization trusts were generally sold to third parties and subordinated notes retained by the Company. These securitizations are accounted for as secured financing with the underlying mortgage loans pledged as collateral. Principal payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities on the notes. Underlying collateral loans have initial terms of to three years. The Company expects to redeem BRSP 2021-FL1 in February 2026 at a redemption price of approximately $310.8 million.
(4)During the second quarter of 2025, the mortgage note payable balance collateralized by Net lease 2 was deconsolidated from the Company’s consolidated balance sheet. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” for further discussion.
(5)Payment terms are periodic payment of principal and interest for debt on two properties and periodic payment of interest only with principal at maturity (except for principal repayments to release collateral properties disposed) for debt on one property.
(6)Represents a mortgage note collateralized by three properties. In April 2025, the contractual interest rate on Net lease 5 was modified to 7.25%.
(7)The current maturity date is December 2027, with a one-year extension available, subject to satisfaction of certain customary conditions set forth in the governing documents.
(8)During the third quarter of 2025, the mortgage note payable balance collateralized by Other real estate 2 was deconsolidated from the Company’s consolidated balance sheet. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” for further discussion.
(9)During the third quarter of 2025, the Company acquired legal title to the multifamily construction/development project collateralizing the note payable through a deed-in-lieu of foreclosure. Additionally, the Company refinanced the note payable, with a two-year initial term plus one one-year extension option. The principal balance and spread of the note payable did not change. Refer to Note 4, “Real Estate, net and Real Estate Held for Sale” for further discussion.
(10)On December 9, 2025, the Company, through its subsidiaries, including the OP, entered into an Amendment No. 1 to the Restated Credit Agreement. Refer to “Bank Credit Facility” within this note for more details.
(11)Recourse solely with respect to 25.0% of the financed amount.
(12)Represents the weighted average spread as of December 31, 2025. The contractual interest rate depends upon asset type and characteristics and ranges from SOFR plus 1.35% to 2.75%.
(13)The current maturity date is April 2028, with two one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
(14)Recourse is either 25.0% or 50.0% depending on loan metrics.
(15)The current maturity date is June 2028, with two one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents. In December 2025, the maximum facility size was increased to $500.0 million. On January 9, 2026, the Company, through its subsidiaries, and Bank 3, entered into an Amendment No. 8 to the Master Repurchase and Securities Contract to increase the maximum borrowing amount by $50 million to $550 million for approximately two months, following which the maximum amount will revert to $500 million (without any further upsize option).
(16)The current maturity date is November 2026, with three one-year extensions available at the option of the Company, which may be exercised upon the satisfaction of certain customary conditions set forth in the governing documents.
Future Minimum Principal Payments
The following table summarizes future scheduled minimum principal payments at December 31, 2025 based on initial maturity dates or extended maturity dates to the extent criteria are met and the extension option is at the borrower’s discretion (dollars in thousands):
| Total | Securitization Bonds Payable, Net | Mortgage and Other Notes Payable, Net | Credit Facilities | ||||||||||||||||||||
| 2026 | $ | 54,572 | $ | — | $ | 54,572 | $ | — | |||||||||||||||
| 2027 | 454,004 | — | 20,362 | 433,642 | |||||||||||||||||||
| 2028 | 141,368 | — | 141,368 | — | |||||||||||||||||||
| 2029 | 81,007 | — | — | 81,007 | |||||||||||||||||||
| 2030 | 563,449 | — | — | 563,449 | |||||||||||||||||||
| 2031 and thereafter | 1,182,090 | 982,090 | 200,000 | — | |||||||||||||||||||
| Total | $ | 2,476,490 | $ | 982,090 | $ | 416,302 | $ | 1,078,098 | |||||||||||||||
Bank Credit Facility
The Company uses bank credit facilities (including term loans and revolving facilities) to finance the business. These financings may be collateralized or non-collateralized and may involve one or more lenders. Credit facilities typically have maturities ranging from to five years and may accrue interest at either fixed or floating rates.
On January 28, 2022, the OP (together with certain subsidiaries of the OP from time-to-time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $165.0 million, of which up to $25.0 million is available as letters of credit.
On December 9, 2025, the OP (together with certain subsidiaries of the OP from time-to-time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amendment No. 1 to the Credit Agreement (the Credit Agreement, as amended, the “Amended Credit Agreement”) with an aggregate principal amount to $120.0 million. Loans under the Amended Credit Agreement may be advanced in U.S. dollars and certain foreign currencies, including euros, pounds sterling and Swiss francs.
The Amended Credit Agreement also includes an option for the Borrowers to increase the maximum available principal amount to up to $180.0 million, subject to one or more new or existing Lenders agreeing to provide such additional loan commitments and satisfaction of other customary conditions.
Advances under the Amended Credit Agreement accrue interest at a per annum rate equal to, at the applicable Borrower’s election, either (x) a Term SOFR rate plus a margin of 2.25%, or (y) a base rate equal to the highest of (i) the Wall Street Journal’s prime rate, (ii) the federal funds rate plus 0.50% and (iii) the Term SOFR rate plus 1.00%, plus a margin of 1.25%. An unused commitment fee at a rate of 0.25% or 0.35%, per annum, depending on the amount of facility utilization, applies to unutilized borrowing capacity under the Amended Credit Agreement. Amounts owed under the Amended Credit Agreement may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a Term SOFR rate election is in effect.
The maximum amount available for borrowing at any time under the Amended Credit Agreement is limited to a borrowing base valuation of certain investment assets, with the valuation of such investment assets generally determined according to a percentage of adjusted net book value. As of December 31, 2025, the borrowing base valuation is sufficient to permit borrowings of up to the entire $120.0 million commitment. If any borrowing is outstanding for more than 180 days after its initial draw, the borrowing base valuation will be reduced by 50% until all outstanding borrowings are repaid in full. The ability to borrow new amounts under the Amended Credit Agreement terminates and any outstanding revolving loans will mature on December 8, 2028.
The obligations of the Borrowers under the Amended Credit Agreement are guaranteed pursuant to a Guarantee and Collateral Agreement by substantially all material wholly owned subsidiaries of the OP (the “Guarantors”) in favor of the Administrative Agent (the “Guarantee and Collateral Agreement”) and, subject to certain exceptions, secured by a pledge of substantially all equity interests owned by the Borrowers and the Guarantors, as well as by a security interest in deposit accounts of the Borrowers and the Guarantors (as such terms are defined in the Guarantee and Collateral Agreement) in which the proceeds of investment asset distributions are maintained.
The Amended Credit Agreement contains various affirmative and negative covenants, including, among other things, the obligation of the Company to maintain REIT status and be listed on the New York Stock Exchange or any other U.S. national or international securities exchange, and limitations on debt, liens and restricted payments. In addition, the Amended Credit Agreement includes the following financial covenants applicable to the OP and its consolidated subsidiaries: (a) minimum consolidated tangible net worth of the OP to be greater than or equal to the sum of (i) $900,000,000 and (ii) 70% of the net cash proceeds received by the OP from any offering of its common equity after December 9, 2025 and of the net cash proceeds from any offering by the Company of its common equity to the extent such proceeds are contributed to the OP, excluding any such proceeds that are contributed to the OP within ninety (90) days of receipt and applied to acquire capital stock of the OP; (b) the OP’s EBITDA plus lease expenses to fixed charges for any period of four consecutive fiscal quarters not less than 1.40 to 1.00; (c) the OP’s minimum interest coverage ratio not less than 3.00 to 1.00; and (d) the OP’s ratio of consolidated total debt to consolidated total assets must not exceed 0.80 to 1.00. The Amended Credit Agreement also includes customary events of default, including, among other things, failure to make payments when due, breach of covenants or representations, cross default to material indebtedness, material judgment defaults, bankruptcy matters involving any Borrower or any Guarantor and certain change of control events. The occurrence of an event of default will limit the ability of the OP and its subsidiaries to make distributions and may result in the termination of the credit facility, acceleration of repayment obligations and the exercise of remedies by the Lenders with respect to the collateral.
As of December 31, 2025, the Company was in compliance with all of its financial covenants under the Amended Credit Agreement.
Securitization Financing Transactions
Securitization bonds payable, net represent debt issued by securitization vehicles consolidated by the Company. Senior notes issued by these securitization trusts were generally sold to third parties and subordinated notes retained by the Company. Following expiration of the reinvestment period, payments from underlying collateral loans must be applied to repay the notes until fully paid off, irrespective of the contractual maturities of the loans.
The Company evaluated the key terms in the collateralized loan obligation (“CLO”) governing documents of the issuers of the CRE CLOs (“CRE CLO Issuers”), which are wholly owned subsidiaries of the Company, to determine if they were VIEs and, if so, whether the Company was the primary beneficiary and therefore consolidate the CRE CLOs. The Company concluded that the CRE CLO Issuers are VIEs and the Company is the primary beneficiary because it has the ability to control the most significant activities of the CRE CLO Issuers, the obligation to absorb losses to the extent of its equity investments, and the right to receive benefits that could potentially be significant to these entities.
As of December 31, 2025, the Company had $1.2 billion carrying value of CRE debt investments financed with $982.1 million of securitization bonds payable, net. As of December 31, 2024, the Company had $1.3 billion carrying value of CRE debt investments financed with $1.1 billion of securitization bonds payable, net.
BRSP 2021-FL1
In July 2021, the Company executed a securitization transaction through wholly-owned subsidiaries, BRSP 2021-FL1, Ltd. and BRSP 2021-FL1, LLC (collectively, “BRSP 2021-FL1”), which resulted in the sale of $670.0 million of investment grade notes.
BRSP 2021-FL1 included a two-year reinvestment feature that allowed the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments or repurchases of loans held in BRSP 2021-FL1, subject to the satisfaction of certain conditions set forth in the indenture. The reinvestment period for BRSP 2021-FL1 expired on July 20, 2023. At December 31, 2025, the Company had $528.2 million of unpaid principal balance of CRE debt investments financed with BRSP 2021-FL1. As of December 31, 2025, the securitization reflects an advance rate of 75.4% at a weighted average cost of funds of Term SOFR plus 1.72% (before transaction costs), and is collateralized by a pool of 19 senior loan investments.
Additionally, BRSP 2021-FL1 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. The Company did not fail any note protection tests during the year ended December 31, 2025 and December 31, 2024. While the Company continues to closely monitor all loan investments contributed to BRSP 2021-FL1, a deterioration in the performance of an underlying loan could negatively impact its liquidity position.
The Company expects to redeem BRSP 2021-FL1 in February 2026 at a redemption price of approximately $310.8 million.
BRSP 2024-FL2
In August 2024, the Company executed a $675.0 million securitization transaction through wholly-owned subsidiaries, BRSP 2024-FL2, Ltd. and BRSP 2024-FL2, LLC (collectively, “BRSP 2024-FL2”), which resulted in the sale of $583.9 million of investment grade notes (the “2024-FL2 Notes”).
BRSP 2024-FL2 included a six-month ramp-up acquisition period that allowed the Company to contribute existing or newly originated loan investments in exchange for $84.8 million in unused proceeds held in BRSP 2024-FL2, subject to the satisfaction of certain conditions set forth in the indenture. During the year ended December 31, 2025, the Company contributed existing or newly originated loan investments totaling $113.1 million, in exchange for a combination of reinvestment and unused proceeds. At December 31, 2025, the unused proceeds have been fully utilized. BRSP 2024-FL2 also includes a two-year reinvestment feature that allows the Company to contribute existing or newly originated loan investments in exchange for proceeds from repayments of loans held in BRSP 2024-FL2, subject to the satisfaction of certain conditions set forth in the indenture. At December 31, 2025, the Company had $674.5 million of unpaid principal balance of CRE debt investments financed with BRSP 2024-FL2. As of December 31, 2025, the securitization reflects an advance rate of 86.6% at a weighted average cost of funds of Term SOFR plus 2.47% (before transaction costs), and is collateralized by a pool of 27 senior loan investments. During the year ended December 31, 2024, one loan held in BRSP 2024-FL2 was fully repaid, totaling $19.8 million. Additionally, the Company contributed existing or newly originated loan investments totaling $54.5 million as part of the ramp-up acquisition period in exchange for unused proceeds. At December 31, 2024, the Company had $624.9 million of unpaid principal balance of senior loan investments financed with BRSP 2024-FL2.
Additionally, BRSP 2024-FL2 contains note protection tests that can be triggered as a result of contributed loan defaults, losses, and certain other events outlined in the indenture, beyond established thresholds. A note protection test failure that is not remedied can result in the redirection of interest proceeds from the below investment grade tranches to amortize the most senior outstanding tranche. The Company did not fail any note protection tests during the year ended December 31, 2025. While the Company continues to closely monitor all loan investments contributed to BRSP 2024-FL2, a deterioration in the performance of an underlying loan could negatively impact its liquidity position.
BRSP 2026-FL3
On February 17, 2026, the Company closed a $955.0 million CLO transaction, BRSP 2026-FL3. The Company placed approximately $833.2 million of investment grade securities with institutional investors providing term financing on a non-mark-to-market, non-recourse basis. BRSP 2026-FL3 is collateralized by interests in 29 first-lien floating rate mortgages secured by 30 properties, with an 87.25% initial advance rate at a weighted average coupon at issuance of Term SOFR +
1.69%, before transaction costs. The Company also expects to redeem BRSP 2021-FL1 in February 2026 with proceeds from the transaction.
Master Repurchase Facilities
As of December 31, 2025, the Company, through subsidiaries, had entered into repurchase agreements with multiple global financial institutions to provide an aggregate principal amount of up to $2.1 billion to finance the origination of first mortgage loans and senior loan participations secured by senior loan investments (each, a “Master Repurchase Facility” and collectively, the “Master Repurchase Facilities”). The Company agreed to guarantee certain obligations under the Master Repurchase Facilities, which contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of this type. The Master Repurchase Facilities act as revolving loan facilities that can be paid down as assets are repaid or sold and re-drawn upon for new investments. As of December 31, 2025, the Company was in compliance with all of its financial covenants under the Master Repurchase Facilities.
As of December 31, 2025, the Company had $1.5 billion carrying value of CRE debt investments financed with $1.1 billion under the Master Repurchase Facilities. As of December 31, 2024, the Company had $1.0 billion carrying value of CRE debt investments financed with $785.2 million under the Master Repurchase Facilities.
As of December 31, 2025, the Company had three counterparties, Bank 1, Bank 2 and Bank 3, with net exposure (collateral that exceeded amounts borrowed) totaling more than 10% of the Company’s total equity. As of December 31, 2025, the Company’s net exposure to Bank 1, Bank 2 and Bank 3 was $216.4 million, $100.0 million and $122.0 million, respectively.
As of December 31, 2024, the Company had one counterparty, Bank 1, with net exposure (collateral that exceeded amounts borrowed) totaling more than 10% of the Company’s total equity. As of December 31, 2024, the Company’s net exposure to Bank 1 was $198.8 million.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 19, 2025 | |
| 2023 | Feb 21, 2024 | |
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.