Note 12 - Debt
Below is a summary of the Company's Repurchase facilities and revolving credit facilities - commercial mortgage loans (“Repo and Revolving Credit Facilities”), Mortgage note payable, Other financing and Unsecured debt as of December 31, 2025 and 2024 (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2025 |
Repo and revolving credit facilities - commercial mortgage loans(2): | Capacity | | Amount Outstanding | | Interest Expense(1) | | Ending Weighted Average Interest Rate | | Term Maturity |
JPM Repo Facility(3) | $ | 500,000 | | | $ | 439,408 | | | $ | 18,107 | | | 6.04 | % | | 07/2026 |
Atlas Repo Facility(4) | 350,000 | | | 150,744 | | | 10,598 | | | 6.35 | % | | 01/2027 |
WF Repo Facility(5) | 250,000 | | | 75,172 | | | 1,749 | | | 5.22 | % | | 10/2027 |
Barclays Revolver Facility(6) | 100,000 | | | — | | | 438 | | | N/A | | 09/2026 |
Barclays Repo Facility(7) | 500,000 | | | 82,602 | | | 8,889 | | | 5.59 | % | | 03/2028 |
Churchill Repo Facility(8) | — | | | — | | | 555 | | | N/A | | N/A |
BAML WH Line of Credit(9) | 500,000 | | | 9,399 | | | 1,210 | | | 5.17 | % | | 06/2026 |
Fifth Third WH Line of Credit(9) | 400,000 | | | 44,007 | | | 3,169 | | | 5.02 | % | | 07/2026 |
Fifth Third Line of Credit(10) | 100,000 | | | 15,000 | | | 1,265 | | | 6.53 | % | | 08/2026 |
JPM WH Line of Credit(11) | 700,000 | | | 222,831 | | | 5,892 | | | 5.04 | % | | 01/2026 |
PNC WH Line of Credit(12) | 500,000 | | | 47,924 | | | 1,628 | | | 4.99 | % | | 12/2026 |
ASAP WH Line of Credit(13) | 100,000 | | | — | | | — | | | N/A | | N/A |
| Total/Weighted average | $ | 4,000,000 | | | $ | 1,087,087 | | | $ | 53,500 | | | 5.70 | % | | |
| Mortgage note payable: | | | | | | | | | |
Debt related to our REO(14) | N/A | | $ | 23,998 | | | $ | 1,783 | | | 6.87 | % | | 10/2026 |
| Other Financing | | | | | | | | | |
Other financings(15) | N/A | | $ | 12,865 | | | $ | 783 | | | 6.00 | % | | 07/2028 |
Unsecured Debt(18) | | | | | | | | | |
Senior Notes(16)(17) | N/A | | $ | 107,000 | | | $ | 6,158 | | | Various(16)(17) | | Various(16)(17) |
Junior Note I(18) | N/A | | 17,500 | | | 1,458 | | | 7.60 | % | | 10/2035 |
Junior Note II(18) | N/A | | 40,000 | | | 3,195 | | | 7.28 | % | | 12/2035 |
Junior Note III(18) | N/A | | 25,000 | | | 1,997 | | | 7.28 | % | | 09/2036 |
| Total/Weighted average | N/A | | $ | 189,500 | | | $ | 12,808 | | | 7.81 | % | | |
________________________
See notes below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2024 |
Repo and revolving credit facilities - commercial mortgage loans(2): | | Capacity | | Amount Outstanding | | Interest Expense(1) | | Ending Weighted Average Interest Rate | | Term Maturity |
JPM Repo Facility(3) | | $ | 500,000 | | | $ | 96,123 | | | $ | 11,308 | | | 6.73 | % | | 07/2026 |
Atlas Repo Facility(4) | | 350,000 | | | 81,810 | | | 5,869 | | | 7.00 | % | | 01/2026 |
WF Repo Facility(5) | | 400,000 | | | — | | | 6,246 | | | N/A | | 10/2025 |
Barclays Revolver Facility(6) | | 100,000 | | | 75,805 | | | 965 | | | 9.25 | % | | 09/2026 |
Barclays Repo Facility(7) | | 500,000 | | | 76,073 | | | 13,642 | | | 6.28 | % | | 03/2025 |
Churchill Repo Facility(8) | | 225,000 | | | — | | | 139 | | | N/A | | N/A |
| Total/Weighted average | | $ | 2,075,000 | | | $ | 329,811 | | | $ | 38,169 | | | 7.27 | % | | |
| Mortgage note payable: | | | | | | | | | | |
Debt related to our REO(14) | | N/A | | $ | 23,998 | | | $ | 2,032 | | | 7.52 | % | | 10/2025 |
| Other Financing | | | | | | | | | | |
Other financings(15) | | N/A | | $ | 12,865 | | | $ | 1,070 | | | 6.00 | % | | 07/2028 |
Unsecured debt(18): | | | | | | | | | | |
| Junior Note I | | N/A | | $ | 17,085 | | | $ | 1,630 | | | 8.35 | % | | 10/2035 |
| Junior Note II | | N/A | | 39,588 | | | 3,602 | | | 7.92 | % | | 12/2035 |
| Junior Note III | | N/A | | 24,722 | | | 2,251 | | | 7.92 | % | | 09/2036 |
| Total/Weighted average | | N/A | | $ | 81,395 | | | $ | 7,483 | | | 8.01 | % | | |
________________________
(1) Represents year to date expense and includes amortization of deferred financing costs.
(2) The Company may pledge one or more mortgage loans to the financing entity in exchange for funds typically at an advance rate of between 60% to 75% of the principal amount of the mortgage loan being pledged. These loans are all floating rate at the Secured Overnight Financing Rate ("SOFR") plus an applicable spread. Additionally, the Repo and Revolving Credit Facilities generally provide that in the event of a decrease in the value of the Company's collateral, the lenders can demand additional collateral. As of both December 31, 2025 and 2024, the Company is in compliance with all debt covenants.
(3) On February 6th, 2026, the Company upsized the capacity of the JPM MRA by $250.0 million to a total of $750.0 million. There are two one-year extension options.
(4) On October 9th, 2025, the Company extended the maturity date to January 5th, 2027.
(5) On October 10th, 2025, the Company extended the maturity date to October 25th, 2027 and reduced the facility capacity to $250 million. There are three one-year extension options remaining.
(6) There is one one-year extension option.
(7) On February 21, 2025, the Company extended the maturity date to March 14, 2028, with a one-year extension option remaining.
(8) On October 21, 2025, the Company terminated the Churchill MRA.
(9) Collateralized by a first lien on the Company’s interest in the mortgage loans that it originates. Advances cannot exceed 100% of the principal amounts of the mortgage loans originated by the Company and must be repaid at the earlier of the sale or other disposition of the mortgage loans or at the expiration date of the Line of Credit.
(10) Operating line that is secured by an equity interest in NewPoint Real Estate Capital LLC ("NPREC").
(11) On January 31, 2026, the Company extended the maturity date to January 29th, 2027.
(12) Collateralized by a first lien on the Company’s interest in the mortgage loans that it originates.
(13) The Company has a $100.0 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 bears interest at SOFR plus 1.50%, with a 0.25% SOFR floor.
(14) Relates to a mortgage note payable in Jeffersonville JV, a consolidated joint venture. The loan has a principal amount of $112.7 million of which $88.7 million of the loan is owned by the Company and was eliminated in our consolidated financial statements (see Note 8 - Real Estate Owned).
(15) Comprised of one note-on-note financing via a participation agreement. From inception of the loan, the Company's outstanding loans could increase as a result of future fundings, leading to an increase in amount outstanding via the participation agreement. The contractual maturity date of this loan is July 2028.
(16) During the second quarter of 2025, the Company issued $82.0 million of 8.25% fixed-rate senior unsecured notes. These notes mature on April 25, 2030.
(17) During the second quarter of 2025, the Company issued $25.0 million of floating-rate senior unsecured notes. As of December 31, 2025, the interest rate on these notes was SOFR + 4.00%. These notes mature on April 25, 2028.
(18) The notes are currently redeemable, in whole or in part, without penalty, at the Company’s option. Interest paid on unsecured junior debt totaled $6.6 million and $7.5 million as of December 31, 2025 and 2024, respectively.
Repurchase Agreements - Real Estate Securities
The Company has entered into various Master Repurchase Agreements (the “MRAs”) that allow the Company to sell real estate securities while providing a fixed repurchase price for the same real estate securities in the future. The repurchase contracts on each security under an MRA generally mature in 30-90 days and terms are adjusted for current market rates as necessary.
Below is a summary of the Company's MRAs which were included in Repurchase agreements - real estate securities in the Company's consolidated balance sheets as of December 31, 2025 and 2024 (dollars in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2025 |
| Counterparty | | Amount Outstanding | | Interest Expense | | Collateral Pledged(1) | | Weighted Average Interest Rate | | Weighted Average Days to Maturity |
| JP Morgan Securities LLC | | $ | 7,856 | | | $ | 1,278 | | | $ | 9,254 | | | 4.63 | % | | 29 |
| Wells Fargo Securities, LLC | | — | | | 2,288 | | | — | | | — | % | | 0 |
| Barclays Capital Inc. | | 25,044 | | | 1,510 | | | 31,386 | | | 4.83 | % | | 25 |
| Lucid Prime Fund | | 54,718 | | | 1,644 | | | 65,324 | | | 4.67 | % | | 15 |
| Santander Securities | | 99,753 | | | 1,294 | | | 119,880 | | | 4.60 | % | | 14 |
| Total/Weighted Average | | $ | 187,371 | | | $ | 8,014 | | | $ | 225,844 | | | 4.65 | % | | 16 |
| | | | | | | | | | |
| | As of December 31, 2024 |
| Counterparty | | Amount Outstanding | | Interest Expense | | Collateral Pledged(1) | | Weighted Average Interest Rate | | Weighted Average Days to Maturity |
| JP Morgan Securities LLC | | $ | 78,198 | | | $ | 6,609 | | | $ | 68,501 | | | 5.40 | % | | 8 |
| Wells Fargo Securities, LLC | | 65,388 | | | 960 | | | 82,644 | | | 5.41 | % | | 14 |
| Barclays Capital Inc. | | 66,057 | | | 4,452 | | | 74,042 | | | 5.10 | % | | 21 |
| Lucid Prime Fund | | 26,965 | | | 1,209 | | | 30,865 | | | 5.24 | % | | 16 |
| Total/Weighted Average | | $ | 236,608 | | | $ | 13,230 | | | $ | 256,052 | | | 5.30 | % | | 15 |
________________________ (1) Includes $74.2 million and $75.4 million of CMBS notes, held by the Company, which is eliminated through consolidation of the related CLOs on the Company's consolidated balance sheets as of December 31, 2025 and 2024, respectively.
Collateralized Loan Obligation
The following tables represent the terms of the notes issued by 2022-FL8 Issuer, 2023-FL10 Issuer, 2024-FL11 Issuer and 2025-FL12 Issuer (collectively the “CLOs”), as of December 31, 2025 and 2024, respectively:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2025 |
| CLO Facility | | Number of Loans in pool(1) | | Benchmark Interest Rate(4) | | Weighted Average Spread | | Par Value | | Par Value Outstanding(2) | | Principal Balance of Collateralized Mortgage Assets | | Maturity Dates |
2022-FL8 Issuer | | 21 | | AVG SOFR | | 2.07 | % | | 960,000 | | | 370,348 | | | 609,074 | | | 2/15/2037 |
2023-FL10 Issuer(3) | | 32 | | Term SOFR | | 2.68 | % | | 717,243 | | | 553,214 | | | 715,694 | | | 9/15/2035 |
| 2024-FL11 Issuer | | 38 | | Term SOFR | | 1.99 | % | | 886,176 | | | 886,176 | | | 1,024,380 | | | 7/15/2039 |
2025-FL12 Issuer | | 50 | | Term SOFR | | 1.67 | % | | 947,189 | | | 947,189 | | | 1,046,909 | | | 4/17/2043 |
| | | | | | | $ | 3,510,608 | | | $ | 2,756,927 | | | $ | 3,396,057 | | | |
| | | | | | | | | | | | | | |
| | As of December 31, 2024 |
| CLO Facility | | Number of Loans in pool(1) | | Benchmark interest rate(4) | | Weighted Average Spread | | Par Value | | Par Value Outstanding(2) | | Principal Balance of Collateralized Mortgage Assets | | Maturity Dates |
2021-FL6 Issuer | | 38 | | Term SOFR | | 1.64 | % | | $ | 584,500 | | | $ | 344,411 | | | $ | 454,686 | | | 3/15/2036 |
2021-FL7 Issuer | | 30 | | Term SOFR | | 1.90 | % | | 722,250 | | | 392,826 | | | 563,852 | | | 12/21/2038 |
2022-FL8 Issuer | | 35 | | AVG SOFR | | 1.77 | % | | 960,000 | | | 796,927 | | | 914,752 | | | 2/15/2037 |
2022-FL9 Issuer | | 38 | | Term SOFR | | 2.94 | % | | 670,637 | | | 519,537 | | | 647,683 | | | 5/15/2039 |
2023-FL10 Issuer(3) | | 41 | | Term SOFR | | 2.59 | % | | 717,243 | | | 717,243 | | | 892,536 | | | 9/15/2035 |
| 2024-FL11 Issuer | | 27 | | Term SOFR | | 1.99 | % | | 886,176 | | | 886,176 | | | 1,016,286 | | | 7/15/2039 |
| | | | | | | $ | 4,540,806 | | | $ | 3,657,120 | | | $ | 4,489,795 | | | |
| | | | | | | | | | | | | | |
________________________(1) Loan assets may be pledged towards one or multiple CLO pool.
(2) Excludes $366.1 million and $532.4 million, respectively, of CLO notes, held by the Company, which are eliminated in Collateralized loan obligations in the consolidated balance sheet as of December 31, 2025 and 2024.
(3) During the first quarter of 2024, the Company sold the BSPRT FL10 AS retained tranche with a principal balance of $27.9 million.
(4) On March 5, 2021, the Financial Conduct Authority of the U.K. (the “FCA”) announced that LIBOR tenors relevant to 2019-FL5 Issuer, 2021- FL6 Issuer, and 2021-FL7 Issuer would cease to be published or no longer be representative after June 30, 2023. The Alternative Reference Rates Committee (the “ARRC”) interpreted this announcement to constitute a benchmark transition event. The benchmark index of 1M LIBOR interest rate converted from LIBOR to compounded SOFR, plus a benchmark adjustment of 11.448 basis points with a lookback period equal to the number of calendar days in the applicable interest accrual period plus two SOFR business days, conforming with the indenture agreement and recommendations from the ARRC. Compounded SOFR for any interest accrual period shall be the “30-Day Average SOFR” as published by the Federal Reserve Bank of New York on each benchmark determination date. On July 13, 2023, the Company converted the indices for 2021-FL6 Issuer and 2021-FL7 Issuer to 1M Term SOFR + 11.448 basis points and the applicable spreads remain unchanged.
On October 15, 2025, the Company called all of the outstanding notes issued by BSPRT 2021-FL6 Issuer, Ltd., BSPRT 2021-FL7 Issuer, Ltd. and BSPRT 2022-FL9 Issuer, Ltd., all of which were wholly owned indirect subsidiaries of the Company. The outstanding principal of the notes on the date of the call were $184.4 million, $309.6 million, and $367.4 million, respectively. The Company recognized all the remaining unamortized deferred financing costs of $7.6 million recorded within the Realized gain/(loss) on extinguishment of debt in the consolidated statements of operations, which was a non-cash charge.
On October 15, 2025, BSPRT 2025-FL12 Issuer, LLC, a wholly-owned indirect subsidiary of the Company, entered into an indenture with a subsidiary of the OP, as advancing agent, U.S. Bank Trust Company, National Association, as trustee and note administrator, and U.S. Bank National Association, as custodian and in other capacities, which governs the issuance of approximately $1.1 billion principal balance secured floating rate notes, of which $947.2 million were purchased by third party investors and $129.2 million were purchased by a wholly-owned subsidiary of the OP. In addition, concurrently with the issuance of the notes, BSPRT 2025-FL12 Issuer, LLC also issued 64,582 preferred shares, par value of $0.001 per share and with an aggregate liquidation preference and notional amount equal to $1,000 per share, which were not offered as part of closing the indenture. For U.S. federal income tax purposes, BSPRT 2025-FL12 Issuer, LLC is a disregarded entity.
The below table reflects the total assets and liabilities of the Company's outstanding CLOs. The CLOs are considered VIEs and are consolidated into the Company's consolidated financial statements as of December 31, 2025 and 2024, respectively, as the Company is the primary beneficiary of the VIE. The Company is the primary beneficiary of the CLOs because (i) the Company has the power to direct the activities that most significantly affect the VIE’s economic performance and (ii) the right to receive benefits from the VIEs or the obligation to absorb losses of the VIEs that could be significant to the VIE. The VIE’s are non-recourse to the Company.
| | | | | | | | | | | | | | |
| Assets (dollars in thousands) | | December 31, 2025 | | December 31, 2024 |
Cash and cash equivalents(1) | | $ | 51,153 | | | $ | 157,991 | |
Commercial mortgage loans, held for investment, net(2) | | 3,317,040 | | | 4,378,427 | |
| Accrued interest receivable | | 18,302 | | | 21,580 | |
| Total Assets | | $ | 3,386,495 | | | $ | 4,557,998 | |
| | | | |
| Liabilities | | | | |
Notes payable(3)(4) | | $ | 3,123,046 | | | $ | 4,189,479 | |
| Accrued interest payable | | 8,857 | | | 13,194 | |
| Total Liabilities | | $ | 3,131,903 | | | $ | 4,202,673 | |
________________________(1) Includes $50.5 million and $157.0 million of cash held by the servicer related to CLOs as of December 31, 2025 and 2024, respectively.
(2) The balance is presented net of allowance for credit losses of $15.4 million and $34.5 million as of December 31, 2025 and 2024, respectively.
(3) Includes $366.1 million and $532.4 million of CLO notes, held by the Company, which are eliminated in Collateralized loan obligation in the consolidated balance sheets as of December 31, 2025 and 2024, respectively.
(4) The balance is presented net of deferred financing cost and discount of $21.3 million and $28.8 million as of December 31, 2025 and 2024, respectively. The deferred financing costs are amortized over the expected lifetime of each CLO.