10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-40993

Claros Mortgage Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)


Maryland	47-4074900
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
c/o Mack Real Estate Credit Strategies, L.P.
60 Columbus Circle, 20th Floor, New York, NY	10023
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 484-0050

Former name, former address and former fiscal year, if changed since last report: N/A

Securities registered pursuant to Section 12(b) of the Act:

      Title of each class

      Trading
Symbol(s)

      Name of each exchange on which registered

      Common Stock, $0.01 par value per share

      CMTG

      New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2025, the registrant had 139,362,657 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	3
Item 1.	Financial Statements (Unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Equity	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	57
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	58
Item 1A.	Risk Factors	58
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	58
Item 3.	Defaults Upon Senior Securities	58
Item 4.	Mine Safety Disclosures	58
Item 5.	Other Information	58
Item 6.	Exhibits	59
Signatures		61

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Claros Mortgage Trust, Inc.

Consolidated Balance Sheets

(unaudited, in thousands, except share data)


	March 31, 2025			December 31, 2024
Assets
Cash and cash equivalents	$	127,829		$	99,075
Restricted cash		21,043			34,425
Loans receivable held-for-investment		5,976,102			6,190,292
Less: current expected credit loss reserve		(237,400	)		(243,030	)
Loans receivable held-for-investment, net		5,738,702			5,947,262
Loans receivable held-for-sale		145,563			277,062
Equity method investment		42,283			42,320
Real estate owned held-for-investment, net		126,903			127,140
Real estate owned held-for-sale		307,020			307,020
Other assets		146,873			132,651
Total assets	$	6,656,216		$	6,966,955

Liabilities and Equity
Repurchase agreements	$	3,039,040		$	3,190,339
Term participation facility		487,019			477,584
Notes payable, net		165,505			236,845
Secured term loan, net		709,078			709,777
Debt related to real estate owned, net		275,214			274,604
Other liabilities		37,378			42,700
Management fee payable - affiliate		8,397			27,020
Total liabilities		4,721,631			4,958,869

Commitments and Contingencies - Note 14

Equity
Common stock, $0.01 par value, 500,000,000 shares authorized, 139,362,657 shares issued and 139,362,657 shares outstanding at March 31, 2025 and December 31, 2024, respectively		1,394			1,394
Additional paid-in capital		2,745,136			2,740,014
Accumulated deficit		(811,945	)		(733,322	)
Total equity		1,934,585			2,008,086
Total liabilities and equity	$	6,656,216		$	6,966,955

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Consolidated Statements of Operations

(unaudited, in thousands, except share and per share data)


	Three Months Ended
	March 31, 2025			March 31, 2024
Revenue
Interest and related income	$	118,038		$	160,845
Less: interest and related expense		89,227			115,931
Net interest income		28,811			44,914
Revenue from real estate owned		14,564			13,911
Total net revenue		43,375			58,825

Expenses
Management fees - affiliate		8,397			9,210
General and administrative expenses		4,270			3,877
Stock-based compensation expense		5,074			4,353
Real estate owned:
Operating expenses		12,915			12,880
Interest expense		6,554			6,329
Depreciation and amortization		438			2,599
Total expenses		37,648			39,248

Proceeds from interest rate cap		-			865
Unrealized loss on interest rate cap		-			(998	)
Loss from equity method investment		(37	)		(35	)
Loss on extinguishment of debt		(547	)		(2,244	)
Loss on real estate owned held-for-sale		(49	)		-
Provision for current expected credit loss reserve		(41,123	)		(69,960	)
Valuation adjustment for loan receivable held-for-sale		(42,594	)		-

Net loss	$	(78,623	)	$	(52,795	)

Net loss per share of common stock:
Basic and diluted	$	(0.56	)	$	(0.39	)
Weighted average shares of common stock outstanding:
Basic and diluted		139,475,685			138,791,113

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Consolidated Statements of Changes in Equity

(unaudited, in thousands, except share data)


	Common Stock				Additional Paid-In		Accumulated
	Shares		Par Value		Capital		Deficit			Total Equity
Balance at December 31, 2024		139,362,657	$	1,394	$	2,740,014	$	(733,322	)	$	2,008,086
Stock-based compensation expense		-		-		5,122		-			5,122
Net loss		-		-		-		(78,623	)		(78,623	)
Balance at March 31, 2025		139,362,657	$	1,394	$	2,745,136	$	(811,945	)	$	1,934,585


	Common Stock				Additional Paid-In		Accumulated
	Shares		Par Value		Capital		Deficit			Total Equity
Balance at December 31, 2023		138,745,357	$	1,387	$	2,725,217	$	(426,704	)	$	2,299,900
Stock-based compensation expense		1,334		-		4,400		-			4,400
Dividends declared		-		-		-		(35,622	)		(35,622	)
Net loss		-		-		-		(52,795	)		(52,795	)
Balance at March 31, 2024		138,746,691	$	1,387	$	2,729,617	$	(515,121	)	$	2,215,883

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Three Months Ended
	March 31, 2025			March 31, 2024
Cash flows from operating activities
Net loss	$	(78,623	)	$	(52,795	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Accretion of fees and discounts on loans receivable		(2,797	)		(4,633	)
Amortization of deferred financing costs		6,161			5,307
Non-cash stock-based compensation expense		5,122			4,400
Depreciation and amortization on real estate owned and in-place lease values		438			2,599
Amortization of above and below market lease values, net		354			354
Unrealized loss on interest rate cap		-			998
Loss from equity method investment		37			35
Loss on extinguishment of debt		547			2,244
Loss on real estate owned held-for-sale		49			-
Non-cash advances on loans receivable in lieu of interest		(14,487	)		(11,434	)
Non-cash advances on secured financings in lieu of interest		2,188			1,979
Repayment of non-cash advances on loans receivable in lieu of interest		2,423			1,371
Provision for current expected credit loss reserve		41,123			69,960
Valuation adjustment for loan receivable held-for-sale		42,594			-
Changes in operating assets and liabilities:
Other assets		(15,737	)		3,407
Other liabilities		(6,554	)		(2,199	)
Management fee payable - affiliate		(18,623	)		(105	)
Net cash (used in) provided by operating activities		(35,785	)		21,488

Cash flows from investing activities
Loan originations, acquisitions and advances, net of fees		(27,404	)		(131,920	)
Advances on loan receivable held-for-sale		(12,079	)		-
Repayments of loans receivable		213,001			155,789
Proceeds from sales of loans receivable		100,985			261,709
Extension and exit fees received from loans receivable		341			1,502
Reserves and deposits held for loans receivable		-			(5	)
Capital expenditures on real estate owned		(49	)		(465	)
Net cash provided by investing activities		274,795			286,610

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Three Months Ended
	March 31, 2025			March 31, 2024
Cash flows from financing activities
Dividends paid		-			(35,328	)
Proceeds from secured financings		222,776			155,487
Payment of deferred financing costs		(4,675	)		(5,981	)
Payment of exit fees on secured financing		(1,038	)		-
Purchase of interest rate cap		-			(508	)
Repayments of secured financings		(438,794	)		(372,980	)
Repayments of secured term loan		(1,907	)		(1,907	)
Repayments of debt related to real estate owned		-			(10,000	)
Net cash used in financing activities		(223,638	)		(271,217	)

Net increase in cash, cash equivalents and restricted cash		15,372			36,881
Cash, cash equivalents and restricted cash, beginning of period		133,500			214,889
Cash, cash equivalents and restricted cash, end of period	$	148,872		$	251,770

Cash and cash equivalents, end of period	$	127,829		$	232,514
Restricted cash, end of period		21,043			19,256
Cash, cash equivalents and restricted cash, end of period	$	148,872		$	251,770

Supplemental disclosure of cash flow information:
Cash paid for interest	$	91,871		$	116,590

Supplemental disclosure of non-cash investing and financing activities:
Dividends accrued	$	-		$	35,622
Accrued deferred financing costs	$	1,851		$	-
Accrued deferred leasing costs	$	353		$	-

The accompanying notes are an integral part of these consolidated financial statements.

Claros Mortgage Trust, Inc.

Notes to Consolidated Financial Statements

(unaudited)

Note 1. Organization

Claros Mortgage Trust, Inc. (referred to throughout this report as the “Company,” “we,” “us” and “our”) is a Maryland Corporation formed on April 29, 2015 for the purpose of creating a diversified portfolio of income-producing loans collateralized by institutional quality commercial real estate. We commenced operations on August 25, 2015 (“Commencement of Operations”) and generally conduct our business through wholly-owned subsidiaries. Unless the context requires otherwise, any references to the Company refers to the Company and its consolidated subsidiaries. The Company is traded on the New York Stock Exchange, or NYSE, under the symbol “CMTG”.

We elected and intend to maintain our qualification to be taxed as a real estate investment trust (“REIT”) under the requirements of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), for U.S. federal income tax purposes. As such, we generally are not subject to U.S. federal income tax on that portion of our income that we distribute to stockholders. See Note 13 – Income Taxes for further detail.

We are externally managed by Claros REIT Management LP (the “Manager”), our affiliate, through a management agreement (the “Management Agreement”) pursuant to which our Manager provides a management team and other professionals who are responsible for implementing our business strategy, subject to the supervision of our board of directors (the “Board”). In exchange for its services, our Manager is entitled to management fees and, upon the achievement of required performance hurdles, incentive fees. See Note 11 – Related Party Transactions for further detail.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

These unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of our financial position, results of operations and cash flows have been included. Our results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year or any other future period.

We consolidate all entities that are controlled either through majority ownership or voting rights. We also identify entities for which control is achieved through means other than through voting rights (a variable interest entity or “VIE”) using the analysis as set forth in Accounting Standards Codification (“ASC”) 810, Consolidation of Variable Interest Entities, and determine when and which variable interest holder, if any, should consolidate the VIE. We do not have any consolidated variable interest entities as of March 31, 2025 and December 31, 2024. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates that are particularly susceptible to our judgment include, but are not limited to, the adequacy of our current expected credit loss reserve, the determination of the fair value of real estate assets acquired and liabilities assumed, and the impairment of certain assets.

Risks and Uncertainties

In the normal course of business, we primarily encounter two significant types of economic risk: credit and market. Credit risk is the risk of default on our loans receivable that results from a borrower’s or counterparty’s inability or unwillingness to make contractually required payments. Market risk reflects changes in the value of the loans receivable due to changes in interest rates, spreads or other market factors, including risks that impact the value of the collateral underlying our loans receivable. We believe that the carrying values of our loans receivable are reasonable taking into consideration these risks.

Current Expected Credit Losses

The current expected credit loss (“CECL”) reserve required under ASC 326, Financial Instruments – Credit Losses, reflects our current estimate of potential credit losses related to our loan portfolio. Changes to the CECL reserve are recognized through a provision for or reversal of current expected credit loss reserve on our consolidated statements of operations. ASC 326 specifies the reserve should be based on relevant information about past events, including historical loss experience, current loan portfolio, market conditions and reasonable and supportable macroeconomic forecasts for the duration of each loan.

General CECL Reserve

Our loans are typically collateralized by real estate, or in the case of mezzanine loans, by an equity interest in an entity that owns real estate. We consider key credit quality indicators in underwriting loans and estimating credit losses, including: the capitalization of borrowers and sponsors; the expertise of the borrowers and sponsors in a particular real estate sector and geographic market; collateral type; geographic region; use and occupancy of the property; property market value; loan-to-value (“LTV”) ratio; loan amount and lien position; our risk ratings; and prior experience with the borrower/sponsor. This information is used to assess the financial and operating capability, experience and profitability of the borrower/sponsor. Ultimate repayment of our loans is sensitive to interest rate changes, general economic conditions, performance of the collateral asset, liquidity, LTV ratio, existence of a liquid investment sales market for commercial properties, and availability of replacement financing.

We regularly evaluate on a loan-by-loan basis, the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property, the financial and operating capability of the borrower/sponsor, the financial strength of loan guarantors, if any, and the overall economic environment, real estate sector, the geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management personnel and evaluated by senior management on at least a quarterly basis, utilizing various data sources, including, to the extent available, (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections, (iii) sales and financing comparables, (iv) current credit spreads for refinancing and (v) other relevant market data.

We primarily arrive at our general CECL reserve using the Weighted Average Remaining Maturity, or WARM method, which is considered an acceptable loss-rate method for estimating CECL reserves by the Financial Accounting Standards Board (“FASB”). The application of the WARM method to estimate a general CECL reserve requires judgment, including the appropriate historical loan loss reference data, the expected timing and amount of future loan fundings and repayments, the current credit quality of our portfolio, and our expectations of performance and market conditions over the relevant time period.

The WARM method requires us to reference historical loan loss data from a comparable data set and apply such loss rate to each of our loans over their expected remaining duration, taking into consideration expected economic conditions over the forecasted timeframe. Our general CECL reserve reflects our forecast of the current and future macroeconomic conditions that may impact the performance of the commercial real estate assets securing our loans and the borrower’s ultimate ability to repay. These estimates include unemployment rates, price indices for commercial properties, and market liquidity, all of which may influence the likelihood and magnitude of potential credit losses for our loans during their expected remaining duration. Additionally, further adjustments may be made based upon loan positions senior to ours, the risk rating of a loan, whether a loan is a construction loan, whether the loan’s initial maturity is near-term, or the economic conditions specific to the property type of a loan’s underlying collateral.

To estimate an annual historical loss rate, we obtained historical loss rate data for loans most comparable to our loan portfolio from a commercial mortgage-backed securities database licensed by a third party, Trepp, LLC, which contains historical loss data from January 1, 1999 through March 31, 2025. We believe this CMBS data is the most relevant, available, and comparable dataset to our portfolio.

When evaluating the current and future macroeconomic environment, we consider the aforementioned macroeconomic factors. Historical data for each metric is compared to historical commercial real estate credit losses in order to determine the relationship between the two variables. We use projections of each macroeconomic factor, obtained from a third party, to approximate the impact the macroeconomic outlook may have on our loss rate. Selections of these economic forecasts require judgment about future events that, while based on the information available to us as of the balance sheet date, are ultimately subjective and uncertain, and the actual economic conditions could vary significantly from the estimates we made. Following a reasonable and supportable forecast period, we use a straight-line method of reverting to the historical loss rate. Additionally, we assess the obligation to extend credit through our unfunded loan commitments through their expected remaining duration, adjusted for projected fundings from interest reserves, if applicable, which is considered in the estimate of the general CECL reserve. For both the funded and unfunded portions of our loans, we consider our internal risk rating of each loan as the primary credit quality indicator underlying our assessment.

as-is or as-stabilized collateral value, market conditions, industry conditions, borrower/sponsor financial stability, and borrower/sponsor exit plan. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary. Based on a 5-point scale, the loans are graded “1” through “5,” from less risk to greater risk, which gradings are defined as follows:

Very Low Risk

Low Risk

Medium Risk

High Risk/Potential for Loss: A loan that has a risk of realizing a principal loss

Impaired/Loss Likely: A loan that has a very high risk of realizing a principal loss or has otherwise incurred a principal loss

Specific CECL Reserve

In certain circumstances, we may determine that a loan is no longer suited for the WARM method because (i) it has unique risk characteristics, (ii) we have deemed the borrower/sponsor to be experiencing financial difficulty and the repayment of the loan’s principal is collateral-dependent, and/or (iii) we anticipate assuming legal title and/or physical possession of the underlying collateral property and the fair value of the collateral asset is determined to be below our carrying value. We may instead elect to employ different methods to estimate credit losses that also conform to ASC 326 and related guidance. For such loans, we would separately measure the specific reserve for each loan by using the estimated fair value of the loan’s collateral. If the estimated fair value of the collateral is less than the carrying value of the loan, an asset-specific reserve is created as a component of our overall current expected credit loss reserve. Specific reserves are equal to the excess of a loan’s carrying value to the estimated fair value of the collateral. If recovery of our investment is expected from the sale of the collateral and such costs will reduce amounts recovered by us, specific reserves are equal to the excess of a loan’s carrying value to the estimated fair value of the collateral less estimated costs to sell.

If we have determined that a loan or a portion of a loan is uncollectible, we will write off the amount deemed uncollectible through an adjustment to our CECL reserve. If we have determined that accrued interest receivable previously recognized under our revenue recognition policy is uncollectible, we will either reverse such amount against interest income or write off such amount through an adjustment to our CECL reserve. Significant judgment is required in determining impairment and in estimating the resulting credit loss reserve, and actual losses, if any, could materially differ from those estimates.

See Note 3 - Loan Portfolio - Current Expected Credit Losses for further detail.

Recent Accounting Guidance

The FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses” (“ASU 2024-03”). The standard provides improvements to disclosure of the nature of expenses included in the statement of operations via tabular disclosure in the footnotes that disaggregates relevant expenses into certain expense categories. Further, the FASB issued ASU 2025-01, “Clarifying the Effective Date,” which clarifies the effective date of ASU 2024-03. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2024-03 is not expected to have a material impact on our consolidated financial statements.

The FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures” (“ASU 2023-09”). The standard provides improvements to income tax disclosure requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-09 is not expected to have a material impact on our consolidated financial statements.

The FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The standard provides improvements to reportable segment disclosure requirements for annual and interim reporting, primarily through enhanced disclosures about significant segment expenses and measures of segment profit or loss. The standard is effective for annual periods beginning after December 15, 2023 and interim periods beginning after December 15, 2024. As such, we have adopted ASU 2023-07 retrospectively for all periods presented. See Note 15 - Segment Reporting for further detail of segment profit and loss.

Note 3. Loan Portfolio

Loans Receivable

Our loan receivable held-for-investment portfolio as of March 31, 2025 was comprised of the following loans ($ in thousands, except for number of loans):


	Number of Loans	Loan Commitment(1)		Unpaid Principal Balance		Carrying Value (2)			Weighted Average Spread(3)		Weighted Average Interest Rate(4)
Loans receivable held-for-investment:
Variable:
Senior loans(5)	48	$	6,313,984	$	5,856,608	$	5,730,337			+ 3.49%		6.99	%
	48		6,313,984		5,856,608		5,730,337			+ 3.49%		6.99	%
Fixed:
Senior loans(5)	1	$	1,607	$	1,607	$	1,607		N/A			0.00	%
Subordinate loans	2		125,886		125,886		124,893		N/A			8.44	%
	3		127,493		127,493		126,500					8.33	%
Total/Weighted Average	51	$	6,441,477	$	5,984,101	$	5,856,837		N/A			7.02	%
General CECL reserve							(118,135	)
Loans receivable held-for-investment, net						$	5,738,702

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserves of $119.3 million.

(3)

The weighted average spread is expressed as a spread over the relevant floating benchmark rates. One-month term Secured Overnight Financing Rate (“SOFR”) as of March 31, 2025 was 4.32%. Weighted average is based on unpaid principal balance as of March 31, 2025. For loans placed on non-accrual, the spread used in calculating the weighted average spread is 0%.

(4)

Reflects the weighted average interest rate based on the applicable floating benchmark rate (if applicable), including SOFR floors (if applicable). Weighted average is based on unpaid principal balance as of March 31, 2025 and includes loans on non-accrual status. For loans placed on non-accrual, the spread used in calculating the weighted average interest rate is 0%.

(5)

Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans (if any), and pari passu participations in senior mortgage loans.

Our loans receivable held-for-investment portfolio as of December 31, 2024 was comprised of the following loans ($ in thousands, except for number of loans):


	Number of Loans	Loan Commitment(1)		Unpaid Principal Balance		Carrying Value (2)			Weighted Average Spread(3)		Weighted Average Interest Rate(4)
Loans receivable held-for-investment:
Variable:
Senior loans(5)	49	$	6,571,059	$	6,072,753	$	5,942,843			+ 3.62%		7.20	%
	49		6,571,059		6,072,753		5,942,843			+ 3.62%		7.20	%
Fixed:
Senior loans(5)	1	$	1,651	$	1,651	$	1,651		N/A			0.00	%
Subordinate loans	2		125,886		125,886		124,878		N/A			8.44	%
	3		127,537		127,537		126,529					8.33	%
Total/Weighted Average	52	$	6,698,596	$	6,200,290	$	6,069,372		N/A			7.22	%
General CECL reserve							(122,110	)
Loans receivable held-for-investment, net						$	5,947,262

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserves of $120.9 million.

(3)

The weighted average spread is expressed as a spread over the relevant floating benchmark rates. SOFR as of December 31, 2024 was 4.33%. Weighted average is based on unpaid principal balance as of December 31, 2024. For loans placed on non-accrual, the spread used in calculating the weighted average spread is 0%.

(4)

Reflects the weighted average interest rate based on the applicable floating benchmark rate (if applicable), including SOFR floors (if applicable). Weighted average is based on unpaid principal balance as of December 31, 2024 and includes loans on non-accrual status. For loans placed on non-accrual, the interest rate used in calculating the weighted average interest rate is 0%.

(5)

Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans (if any), and pari passu participations in senior mortgage loans.

Activity relating to our loans receivable held-for-investment portfolio for the three months ended March 31, 2025 ($ in thousands):


	Unpaid Principal Balance			Deferred Fees and Discounts			Specific CECL Reserve			Carrying Value (1)
Balance at December 31, 2024	$	6,200,290		$	(9,998	)	$	(120,920	)	$	6,069,372
Advances on existing loans		27,404			-			-			27,404
Non-cash advances in lieu of interest		14,487			-			-			14,487
Origination fees, discounts, extension fees and exit fees		-			(341	)		-			(341	)
Repayments of loans receivable		(213,001	)		-			-			(213,001	)
Repayments of non-cash advances in lieu of interest		(2,423	)		-			-			(2,423	)
Accretion of fees and discounts		-			2,797			-			2,797
Provision for specific CECL reserve		-			-			(41,458	)		(41,458	)
Charge-offs		(42,656	)		(457	)		43,113			-
Balance at March 31, 2025	$	5,984,101		$	(7,999	)	$	(119,265	)	$	5,856,837
General CECL reserve											(118,135	)
Carrying Value										$	5,738,702

(1)

Balance at December 31, 2024 does not include general CECL reserve.

During the three months ended March 31, 2025, we agreed to a loan repayment of a land loan with an unpaid principal balance of $183.0 million and deferred interest of $6.4 million, which resulted in (i) a discounted loan payoff of $164.7 million, (ii) a discounted repayment of deferred interest of $2.9 million, and (iii) a waiver of a $0.5 million exit fee. During the three months ended March 31, 2025, we recognized a $22.3 million charge-off through our provision for current expected credit loss reserve as a result of this repayment.

Sales of Loans Receivable

The following table summarizes our loan receivable held-for-sale as of March 31, 2025 and loan receivable sold during the three months ended March 31, 2025 ($ in thousands):


Property Type	Location	Loan Commitment		Unpaid Principal Balance		Carrying Value Before Principal Charge-Off / Valuation Allowance		Cumulative Principal Charge-Off / Valuation Allowance			Held-For-Sale Carrying Value		Risk Rating (1)
For Sale Condo (2)	CA	$	247,260	$	223,491	$	223,491	$	(77,928	)	$	145,563	4
Total held-for-sale, March 31, 2025		$	247,260	$	223,491	$	223,491	$	(77,928	)	$	145,563

Hospitality (3)	CA	$	101,059	$	101,059	$	101,299	$	(315	)	$	100,984	3
Total sold, three months ended March 31, 2025		$	101,059	$	101,059	$	101,299	$	(315	)	$	100,984

(1)

Reflects risk rating of the loan receivable prior to the loan sale or reclassification to held-for-sale.

(2)

Principal charge-offs and valuation allowance attributable to the delinquency of the loan and its $23.8 million of remaining unfunded commitments. During the three months ended March 31, 2025, we recognized a further adjustment to the held-for-sale carrying value of $42.6 million as a result of additional protective advances made and a reduction in anticipated proceeds from the sale, which is reflected as a valuation adjustment for loan receivable held-for-sale on our consolidated statement of operations. Effective October 1, 2024, this loan was placed on non-accrual status.

(3)

Loan classified as held-for-sale as of December 31, 2024 and sold in January 2025. Principal charge-off recognized upon reclassification to held-for-sale as of December 31, 2024.

Modifications of Loans Receivable Held-for-Investment

Retroactive to its initial maturity date of November 2024, we have agreed to a modification of a multifamily loan receivable with an unpaid principal balance of $390.0 million which primarily provides for (i) a discounted loan payoff of $350.0 million, contingent on the borrower meeting prescribed conditions within a certain timeframe, (ii) an extension of the maturity date from November 1, 2024 to August 1, 2025, (iii) a curtailment of existing maturity extension options, and (iv) partial deferral of monthly debt service payments until maturity. As the fair value of the collateral asset exceeds our carrying value of the loan receivable, we reserved for this contingent discounted loan payoff within our general CECL reserve and reflect this loan as risk rated 4.

During the year ended December 31, 2023, we modified a hospitality loan with a borrower that was experiencing financial difficulties, resulting in a maturity extension to June 10, 2024. As of March 31, 2025, the loan had total commitments and an amortized cost basis of $79.3 million, represents approximately 1.4% of total loans receivable held-for-investment, based on carrying value net of specific CECL reserves, is current on interest payments, is in maturity default, and is risk rated 4. The loan is considered in determining our general CECL reserve.

During the year ended December 31, 2022, we modified an office loan with a borrower that was experiencing financial difficulties, resulting in a decrease in the index rate floor from 1.57% to 1.00% and modified extension requirements. During the year ended December 31, 2023, we further modified this loan to provide for an initial maturity extension to September 18, 2023. As of March 31, 2025, we agreed to a payoff of our loan with an unpaid principal balance of $87.8 million prior to a principal charge-off following the borrower’s sale of the collateral asset which occurred on April 7, 2025. During the three months ended March 31, 2025, we recognized a $24.4 million charge-off through our provision for current expected credit loss reserve as a result of this anticipated repayment. Effective March 31, 2025, this loan was placed on non-accrual status.

Concentration of Risk

The following table presents our loans receivable held-for-investment by loan type, as well as property type and geographic location of the properties collateralizing these loans as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025						December 31, 2024
Loan Type	Carrying Value (1)			Percentage			Carrying Value (2)			Percentage
Senior loans (3)	$	5,731,944			98	%	$	5,944,494			98	%
Subordinate loans		124,893			2	%		124,878			2	%
	$	5,856,837			100	%	$	6,069,372			100	%
General CECL reserve		(118,135	)					(122,110	)
	$	5,738,702					$	5,947,262

Property Type	Carrying Value (1)			Percentage			Carrying Value (2)			Percentage
Multifamily	$	2,606,118			44	%	$	2,584,728			43	%
Hospitality		1,128,995			19	%		1,129,666			19	%
Office		840,918			15	%		859,085			14	%
Mixed-Use (4)		504,218			9	%		541,311			9	%
Other		471,334			8	%		465,939			7	%
Land		305,254			5	%		488,643			8	%
	$	5,856,837			100	%	$	6,069,372			100	%
General CECL reserve		(118,135	)					(122,110	)
	$	5,738,702					$	5,947,262

Geographic Location	Carrying Value (1)			Percentage			Carrying Value (2)			Percentage
United States
West	$	1,940,015			33	%	$	1,916,586			32	%
Northeast		1,399,395			24	%		1,583,579			26	%
Mid Atlantic		773,784			13	%		793,359			12	%
Southeast		648,720			11	%		659,172			11	%
Southwest		567,269			10	%		589,956			10	%
Midwest		487,702			8	%		486,724			8	%
Other		39,952			1	%		39,996			1	%
	$	5,856,837			100	%	$	6,069,372			100	%
General CECL reserve		(118,135	)					(122,110	)
	$	5,738,702					$	5,947,262

(1)

Net of specific CECL reserves of $119.3 million at March 31, 2025.

(2)

Net of specific CECL reserves of $120.9 million at December 31, 2024.

(3)

Senior loans include senior mortgages and similar credit quality loans, including related contiguous subordinate loans and pari passu participations in senior mortgage loans.

(4)

At March 31, 2025, mixed-use comprises of 3% office, 3% multifamily, 2% retail, 1% hospitality, and immaterial amounts of for sale condo. At December 31, 2024, mixed-use comprises of 3% office, 3% multifamily, 2% retail, 1% hospitality, and immaterial amounts of for sale condo.

Interest Income and Accretion

The following table summarizes our interest and accretion income from our loan portfolio and interest on cash balances for the three months ended March 31, 2025 and 2024, respectively ($ in thousands):


	Three Months Ended
	March 31, 2025		March 31, 2024
Coupon interest	$	114,477	$	153,007
Accretion of fees and discounts		2,797		4,633
Interest on cash, cash equivalents, and other income		764		3,205
Total interest and related income(1)	$	118,038	$	160,845

(1)

For the three months ended March 31, 2025 and 2024, we recognized $0.0 million and $1.3 million, respectively, of default interest, late fees, pre-payment penalties, and/or accelerated fees following repayments prior to maturity.

Loan Risk Ratings

As further described in Note 2 – Summary of Significant Accounting Policies, we evaluate the credit quality of our loan portfolio on a quarterly basis. In conjunction with our quarterly loan portfolio review, we assess the risk factors of each loan and assign a risk rating based on several factors including, but not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type, structure, collateral cash flow volatility and other more subjective variables that include, but are not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions, borrower/sponsor financial stability, and borrower/sponsor exit plan. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the current market conditions, we may consider certain previously mentioned factors more or less relevant than others. Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2 – Summary of Significant Accounting Policies.

The following tables allocate the principal balance and carrying value of our loans receivable held-for-investment based on our internal risk ratings as of March 31, 2025 and December 31, 2024 ($ in thousands):


March 31, 2025
Risk Rating	Number of Loans	Unpaid Principal Balance		Carrying Value (1)			% of Total of Carrying Value
1	1	$	225,000	$	225,253		4%
2	-		-		-		0%
3	26		2,937,268		2,932,283		50%
4	13		2,093,517		2,092,203		36%
5	11		728,316		607,098		10%
	51	$	5,984,101	$	5,856,837		100%
General CECL reserve					(118,135	)
				$	5,738,702

(1)

Net of specific CECL reserves of $119.3 million.


December 31, 2024
Risk Rating	Number of Loans	Unpaid Principal Balance		Carrying Value (1)			% of Total of Carrying Value
1	-	$	-	$	-		0%
2	-		-		-		0%
3	28		3,360,621		3,354,399		55%
4	14		2,174,343		2,172,522		36%
5	10		665,326		542,451		9%
	52	$	6,200,290	$	6,069,372		100%
General CECL reserve					(122,110	)
				$	5,947,262

(1)

Net of specific CECL reserves of $120.9 million.

As of March 31, 2025 and December 31, 2024, the average risk rating of our portfolio was 3.5 and 3.6, respectively, weighted by unpaid principal balance.

The following table presents the carrying value and significant characteristics of our loans receivable held-for-investment on non-accrual status as of March 31, 2025 ($ in thousands):


Property Type	Location	Risk Rating	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve			Net Carrying Value		Interest Recognition Method / as of Date
Land	VA	5	$	153,077	$	153,077	$	(32,977	)	$	120,100	Cost Recovery/ 1/1/2023
Multifamily	TX	5		119,084		118,719		(19	)		118,700	Cash Basis/ 10/1/2024
Office	CA	5		111,542		111,263		(20,463	)		90,800	Cost Recovery/ 4/1/2023
Multifamily	NV	5		96,529		96,082		(16,682	)		79,400	Cash Basis/ 1/1/2024
Office	GA	5		67,892		67,494		(27,494	)		40,000	Cost Recovery/ 9/1/2023
Office (1)(2)	TX	5		63,391		63,391		-			63,391	Cost Recovery/ 3/31/2025
Multifamily	AZ	5		50,164		49,957		(7,157	)		42,800	Cash Basis/ 1/1/2024
Multifamily	TX	5		39,279		39,085		(10,985	)		28,100	Cash Basis/ 1/1/2024
Multifamily	TX	5		24,865		24,804		(2,604	)		22,200	Cash Basis/ 7/1/2024
Other (1)	Other	5		1,607		1,607		-			1,607	Cost Recovery/ 7/1/2020
Other (3)	NY	5		886		884		(884	)		-	Cost Recovery/ 6/30/2023
Total risk rated 5 loans				728,316		726,363		(119,265	)		607,098
Multifamily	TX	4		136,355		135,840		-			135,840	Cash Basis/ 7/1/2024
Office	CA	4		95,214		94,827		-			94,827	Cost Recovery/ 9/1/2023
Land	NY	4		87,741		88,166		-			88,166	Cash Basis/ 4/1/2024
Land	NY	4		67,000		67,000		-			67,000	Cash Basis/ 11/1/2021
Total risk rated 4 loans				386,310		385,833		-			385,833
Total non-accrual			$	1,114,626	$	1,112,196	$	(119,265	)	$	992,931

(1) Amounts deemed uncollectible have been charged-off as of March 31, 2025.

(2) Loan repaid in April 2025.

(3) In April 2025, we agreed to a loan repayment which resulted in a discounted loan payoff of $775,000.

As of March 31, 2025, loans receivable classified as non-accrual represented 17.0% of our total loans receivable held-for-investment, based on carrying value net of specific CECL reserves. During the three months ended March 31, 2025, we recognized $2.0 million of interest income and received $0.6 million of cost recovery proceeds for such loans while on non-accrual status. Further, the above table excludes (i) four loans with an aggregate carrying value of $477.8 million that are in maturity default but remain on accrual status as the borrower is either current on interest payments or interest is deemed collectible based on the underlying collateral value and (ii) two loans with an aggregate carrying value of $477.7 million that are delinquent in accordance with our revenue recognition policy but remain on accrual status as the interest is deemed collectible based on the underlying collateral value.

The following table presents the carrying value and significant characteristics of our loans receivable held-for-investment on non-accrual status as of December 31, 2024 ($ in thousands):


Property Type	Location	Risk Rating	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve			Net Carrying Value		Interest Recognition Method / as of Date
Land	VA	5	$	152,834	$	152,834	$	(32,734	)	$	120,100	Cost Recovery/ 1/1/2023
Multifamily	TX	5		119,084		118,717		(617	)		118,100	Cash Basis/ 10/1/2024
Office	CA	5		111,542		111,263		(20,463	)		90,800	Cost Recovery/ 4/1/2023
Multifamily	NV	5		96,529		96,082		(16,682	)		79,400	Cash Basis/ 1/1/2024
Office	GA	5		68,492		68,094		(27,894	)		40,200	Cost Recovery/ 9/1/2023
Multifamily	AZ	5		50,164		49,957		(7,157	)		42,800	Cash Basis/ 1/1/2024
Multifamily	TX	5		39,279		39,085		(10,885	)		28,200	Cash Basis/ 1/1/2024
Multifamily	TX	5		24,865		24,804		(3,604	)		21,200	Cash Basis/ 7/1/2024
Other (1)	Other	5		1,651		1,651		-			1,651	Cost Recovery/ 7/1/2020
Other	NY	5		886		884		(884	)		-	Cost Recovery/ 6/30/2023
Total risk rated 5 loans				665,326		663,371		(120,920	)		542,451
Multifamily	TX	4		136,355		135,840		-			135,840	Cash Basis/ 7/1/2024
Office	CA	4		95,214		94,827		-			94,827	Cost Recovery/ 9/1/2023
Land	NY	4		87,741		88,166		-			88,166	Cash Basis/ 4/1/2024
Land	NY	4		67,000		67,000		-			67,000	Cash Basis/ 11/1/2021
Total risk rated 4 loans				386,310		385,833		-			385,833
Total non-accrual			$	1,051,636	$	1,049,204	$	(120,920	)	$	928,284

(1) Amounts deemed uncollectible have been charged-off as of December 31, 2024.

As of December 31, 2024, loans receivable classified as non-accrual represented 15.3% of our total loans receivable held-for-investment, based on carrying value net of specific CECL reserves. During the year ended December 31, 2024, we recognized $4.6 million of interest income and received $7.1 million of cost recovery proceeds for such loans while on non-accrual status. Further, the above table excludes (i) four loans with an aggregate carrying value of $394.8 million that are in maturity default but remain on accrual status as the borrower is either current on interest payments or interest is deemed collectible based on the underlying collateral value and (ii) three loans with an aggregate carrying value of $647.3 million that are delinquent in accordance with our revenue recognition policy but remain on accrual status as the interest is deemed collectible based on the underlying collateral value.

Current Expected Credit Losses

The current expected credit loss reserve required under GAAP reflects our current estimate of potential credit losses related to our loan commitments. See Note 2 for further detail of our current expected credit loss reserve methodology.

The following table illustrates the changes in the current expected credit loss reserve for our loans receivable held-for-investment for the three months ended March 31, 2025 and 2024, respectively ($ in thousands):


	Specific CECL Reserve									General CECL Reserve
	Loans Receivable Held-for- Investment			Accrued Interest Receivable (1)			Total Specific CECL Reserve			Loans Receivable Held-for- Investment			Accrued Interest Receivable (1)		Unfunded Loan Commitments (2)			Total General CECL Reserve			Total CECL Reserve
Total reserve, December 31, 2023	$	72,587		$	-		$	72,587		$	70,371		$	-	$	9,726		$	80,097		$	152,684
Provision (reversal)		47,285			-			47,285			23,358			-		(683	)		22,675			69,960
Charge-offs		(42,266	)		-			(42,266	)		-			-		-			-			(42,266	)
Total reserve, March 31, 2024	$	77,606		$	-		$	77,606		$	93,729		$	-	$	9,043		$	102,772		$	180,378

Total reserve, December 31, 2024	$	120,920		$	-		$	120,920		$	122,110		$	17,794	$	5,546		$	145,450		$	266,370
Provision (reversal)		41,458			3,540			44,998			(3,975	)		-		100			(3,875	)		41,123
Charge-offs		(43,113	)		(3,540	)		(46,653	)		-			-		-			-			(46,653	)
Total reserve, March 31, 2025	$	119,265		$	-		$	119,265		$	118,135		$	17,794	$	5,646		$	141,575		$	260,840
Reserve at March 31, 2025 (3)								2.0	%										2.4	%		4.4	%

(1)

CECL reserves for accrued interest receivable, if any, are included in other assets on our consolidated balance sheets.

(2)

CECL reserve for unfunded commitments is included in other liabilities on the consolidated balance sheets.

(3)

Represents CECL reserve as a percent of total unpaid principal balance of loans receivable held-for-investment.

The following table illustrates our specific and general CECL reserves as a percentage of total unpaid principal balance of loans receivable held-for-investment as of March 31, 2025, December 31, 2024, March 31, 2024, and December 31, 2023:


	Specific CECL Reserve (1)			General CECL Reserve (2)			Total CECL Reserve (3)
Reserve at December 31, 2023		21.5	%		1.2	%		2.2	%
Reserve at March 31, 2024		22.9	%		1.6	%		2.6	%
Reserve at December 31, 2024		18.2	%		2.6	%		4.3	%
Reserve at March 31, 2025		16.4	%		2.7	%		4.4	%

(1)

Represents specific CECL reserve as a percentage of unpaid principal balance of risk rated 5 loans.

(2)

Represents general CECL reserve as a percentage of unpaid principal balance of loans subject to the general CECL reserve.

(3)

Represents total CECL reserve as a percent of total unpaid principal balance of loans receivable held-for-investment.

During the three months ended March 31, 2024, we recorded a provision for current expected credit losses of $70.0 million, which consisted of a $22.7 million increase in our general CECL reserve and a $47.3 million increase in our specific CECL reserve prior to principal charge-offs. This increase in our general CECL reserves was primarily attributable to changes in the historical loss rate of the analogous dataset and changes in risk ratings and non-accrual status within our loan portfolio, offset by the seasoning of our loan portfolio and a reduction in the size of our loan portfolio subject to determination of the general CECL reserve. The increase in our

specific CECL reserves was primarily attributable to changes to collateral values and additional protective advances made. As of March 31, 2024, our total current expected credit loss reserve was $180.4 million.

Specific CECL Reserves

In certain circumstances, we may determine that a borrower is experiencing financial difficulty, and, if the repayment of the loan’s principal is collateral dependent, the loan is no longer suited for the WARM model. In these instances, there have been diminutions in the fair value and performance of the underlying collateral asset primarily as a result of reduced tenant and/or capital markets demand for such property types in the markets in which these assets and borrowers operate in. Furthermore, we may recognize a specific CECL reserve if we anticipate assuming legal title and/or physical possession of the underlying collateral property and the fair value of the collateral asset is determined to be below our carrying value. The following table presents a summary of our risk rated 5 loans receivable held-for-investment as of March 31, 2025 ($ in thousands):


Property Type	Location	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve		Net Carrying Value
Land	VA	$	153,077	$	153,077	$	32,977	$	120,100
Total Land			153,077		153,077		32,977		120,100
Multifamily	TX		119,084		118,719		19		118,700
Multifamily	NV		96,529		96,082		16,682		79,400
Multifamily	AZ		50,164		49,957		7,157		42,800
Multifamily	TX		39,279		39,085		10,985		28,100
Multifamily	TX		24,865		24,804		2,604		22,200
Total Multifamily (1)			329,921		328,647		37,447		291,200
Office	CA		111,542		111,263		20,463		90,800
Office (2)(3)	TX		63,391		63,391		-		63,391
Office	GA		67,892		67,494		27,494		40,000
Total Office			242,825		242,148		47,957		194,191
Other (2)	Other		1,607		1,607		-		1,607
Other (4)	NY		886		884		884		-
Total Other			2,493		2,491		884		1,607
Total		$	728,316	$	726,363	$	119,265	$	607,098

(1)

Represents loans which we anticipate assuming legal title and/or physical possession of the underlying collateral properties.

(2)

Amounts deemed uncollectible have been charged-off as of March 31, 2025.

(3)

Loan repaid in April 2025.

(4)

In April 2025, we agreed to a loan repayment which resulted in a discounted loan payoff of $775,000.

Fair values used to determine specific CECL reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair values used to determine specific CECL reserves as of March 31, 2025 include assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates ranging from 6.0% to 9.5%, and market and terminal capitalization rates ranging from 5.0% to 8.25%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, recent and projected property cash flows, and anticipated real estate and capital market conditions.

Our primary credit quality indicator is our internal risk rating, which is further discussed above. The following table presents the carrying value of our loans receivable held-for-investment as of March 31, 2025 by year of origination and risk rating, and principal charge-offs recognized during the three months ended March 31, 2025 ($ in thousands):


				Carrying Value by Origination Year as of March 31, 2025
Risk Rating	Number of Loans	Carrying Value (1)		2024 (3)		2023		2022		2021		2020		2019		2018
1	1	$	225,253	$	-	$	-	$	-	$	225,253	$	-	$	-	$	-
2	-		-		-		-		-		-		-		-		-
3	26		2,932,283		100,636		-		1,555,705		667,034		-		367,558		241,350
4	13		2,092,203		-		-		539,118		572,490		-		813,160		167,435
5	11		607,098		-		-		291,200		40,000		154,191		1,607		120,100
	51	$	5,856,837	$	100,636	$	-	$	2,386,023	$	1,504,777	$	154,191	$	1,182,325	$	528,885
Principal Charge-offs (2)				$	-	$	-	$	-	$	-	$	24,359	$	-	$	18,754

(1)

Net of specific CECL reserves of $119.3 million.

(2)

Principal charge-off of $18.8 million recognized in connection with the repayment of a loan in March 2025 and includes charge-off of a $0.5 million exit fee previously included in the carrying value of the loan. Principal charge-off of $24.4 million recognized in connection with the anticipated repayment of a loan which occurred in April 2025.

(3)

Reflects a loan receivable acquired in connection with a full loan repayment in July 2024.

The following table details overall statistics for our loans receivable held-for-investment:


	March 31, 2025			December 31, 2024
Weighted average yield to maturity(1)		7.4	%		7.6	%
Weighted average term to initial maturity	0.6 years			0.7 years
Weighted average term to fully extended maturity(2)	1.5 years			1.7 years

(1)

Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of March 31, 2025 and December 31, 2024. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.

(2)

Term to fully extended maturity is determined based on the maximum maturity of each of the corresponding loans, assuming all extension options are exercised by the borrower; provided, however, that our loans may be repaid prior to such date.

Note 4. Equity Method Investment

As of March 31, 2025 and December 31, 2024, we hold a 51% interest in CMTG/TT Mortgage REIT LLC (“CMTG/TT”). We are not deemed to be the primary beneficiary of CMTG/TT in accordance with ASC 810, therefore we do not consolidate this joint venture. During its active investment period, CMTG/TT originated loans collateralized by institutional quality commercial real estate. As of March 31, 2025, the sole remaining loan held by CMTG/TT had an unpaid principal balance of $78.5 million and was placed on non-accrual status effective April 1, 2023. As of March 31, 2025, the carrying value of our 51% equity interest in CMTG/TT approximated $42.3 million.

At each reporting period, we assess whether there are any indicators of other-than-temporary impairment of our equity investment. There were no other than temporary impairments of our equity method investment through March 31, 2025.

Note 5. Real Estate Owned

The following table presents additional detail related to our real estate owned held-for-investment, net, as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025			December 31, 2024
Land	$	112,898		$	112,898
Building		11,251			11,251
Tenant improvements		4,414			4,414
Real estate owned		128,563			128,563
Less: accumulated depreciation		(1,660	)		(1,423	)
Real estate owned, net	$	126,903		$	127,140

Depreciation expense related to our real estate owned held-for-investment assets for the three months ended March 31, 2025 and 2024 was $0.2 million and $2.4 million, respectively. At each reporting period, we assess whether there are any indicators of impairment of our real estate owned held-for-investment assets. There were no impairments of our real estate owned held-for-investment assets through March 31, 2025.

The following table presents additional detail related to the revenues and operating expenses of our real estate owned assets ($ in thousands):


	Three Months Ended
	March 31, 2025			March 31, 2024
Revenue
Hotel portfolio	$	12,690		$	12,017
Mixed-Use property fixed rents		2,087			2,078
Mixed-Use property straight-line rent adjustment		25			31
Mixed-Use property variable rents		116			139
Mixed-Use property amortization of above and below market leases, net		(354	)		(354	)
Total revenue from real estate owned	$	14,564		$	13,911

Operating expenses
Hotel portfolio	$	11,404		$	11,622
Mixed-Use property		1,511			1,258
Total operating expenses from real estate owned	$	12,915		$	12,880

Hotel Portfolio

On February 8, 2021, we acquired legal title to a portfolio of seven limited service hotels located in New York, NY through a foreclosure and assumed the securitized senior mortgage. As of December 31, 2024, we determined that our hotel portfolio had met the held-for-sale criteria and, accordingly, we reflected this asset as real estate owned held-for-sale on our consolidated balance sheet. Concurrent with this classification, we recognized an $80.5 million loss based upon the anticipated sales price, less estimated costs to sell. During the three months ended March 31, 2025 we continued to pursue the sale of this asset and, as of March 31, 2025, it remains classified as held-for-sale. During the three months ended March 31, 2025, we incurred $49.0 thousand of capital expenditures at our hotel portfolio, which is reflected as an additional loss on real estate owned held-for-sale on our consolidated statement of operations. As of March 31, 2025, approximately $20.4 million of our restricted cash, $4.4 million of our other assets, $11.0 million of our other liabilities, and $275.2 million of our debt related to real estate owned assets relate to our hotel portfolio real estate owned assets. We have determined this anticipated sale does not reflect a strategic shift and therefore does not qualify for presentation as a discontinued operation.

Mixed-Use Property

On June 30, 2023, we acquired legal title to a mixed-use property located in New York, NY and the equity interests in the borrower through an assignment-in-lieu of foreclosure and is comprised of office, retail, and signage components. As of March 31, 2025, the mixed-use property appears as part of real estate owned, net and related lease intangibles, net appear within other assets and other liabilities on our consolidated balance sheet. As of March 31, 2025, our mixed-use real estate owned asset with a carrying value of $143.1 million (including related net lease intangible assets) was pledged as collateral to our term participation facility. In April 2025, we entered into a binding agreement to sell approximately 77,000 square feet of office and retail space to an unaffiliated purchaser for a sales price of $28.8 million.

Leases

We have non-cancelable operating leases for space in our mixed-use property. These leases provide for fixed rent payments, which we recognize on a straight-line basis, and variable rent payments, including reimbursement of certain operating expenses and miscellaneous fees, which we recognize when earned. As of March 31, 2025, the future minimum fixed rents under our non-cancellable leases for each of the next five years and thereafter are as follows ($ in thousands):


Year	Amount
2025 (1)	$	6,298
2026		8,567
2027		8,643
2028		8,570
2029		7,152
Thereafter		34,719
Total	$	73,949

(1)

Contractual lease payments due for the remaining nine months of 2025.

Lease Intangibles

Upon acquisition of our mixed-use property on June 30, 2023, $20.1 million of the purchase price was allocated to lease related intangible assets including $4.8 million to in-place lease values, $17.9 million to above market lease values, $4.2 million to below market lease values, and $1.6 million to other lease related values.

As of March 31, 2025 and December 31, 2024, our lease intangibles are comprised of the following ($ in thousands):


Intangible	March 31, 2025			December 31, 2024
In-place, above market, and other lease values	$	24,289		$	24,289
Less: accumulated amortization		(4,536	)		(3,888	)
In-place, above market, and other lease values, net	$	19,753		$	20,401

Below market lease values	$	(4,209	)	$	(4,209	)
Less: accumulated amortization		660			565
Below market lease values, net	$	(3,549	)	$	(3,644	)

Amortization of in-place and other lease values for the three months ended March 31, 2025 and 2024 was $0.2 million and $0.2 million, respectively. Amortization of above market lease values for the three months ended March 31, 2025 and 2024 was $0.4 million and $0.4 million, respectively. Amortization of below market lease values for the three months ended March 31, 2025 and 2024 was $0.1 million and $0.1 million, respectively.

As of March 31, 2025, the estimated amortization of these intangibles is approximately as follows ($ in thousands):


	In-place and Other Lease Values (1)		Above Market Lease Values (2)			Below Market Lease Values (2)
2025 (3)	$	601	$	(1,343	)	$	283
2026		802		(1,791	)		377
2027		802		(1,791	)		377
2028		769		(1,771	)		377
2029		410		(1,559	)		377
Thereafter		1,615		(6,499	)		1,758
Total	$	4,999	$	(14,754	)	$	3,549

(1)

Amortization of in-place and other lease values is recognized in depreciation and amortization expense on our consolidated statements of operations.

(2)

Amortization of above and below market lease values, net is recognized in revenue from real estate owned on our consolidated statements of operations.

(3)

Represents amortization for the remaining nine months of 2025.

At acquisition, the weighted average amortization period for in-place and other lease values, above-market lease values, and below market lease values was approximately 8.9 years, 10.5 years, and 11.3 years, respectively.

Note 6. Debt Obligations

As of March 31, 2025 and December 31, 2024, we financed certain of our loans receivable using repurchase agreements, a term participation facility, the sale of loan participations, and/or notes payable. Further, we have a secured term loan and debt related to real estate owned. Our financings bear interest at a rate equal to SOFR plus a credit spread.

The following table summarizes our financings as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025						December 31, 2024
	Capacity		Borrowings Outstanding		Weighted Average Spread (1)		Capacity		Borrowings Outstanding		Weighted Average Spread(1)
Repurchase agreements and term participation facility (2)	$	5,646,865	$	3,526,059		+ 2.88%	$	5,454,083	$	3,667,923		+ 2.75%
Notes payable		195,830		166,758		+ 3.24%		273,330		238,938		+ 3.57%
Secured term loan		715,918		715,918		+ 4.50%		717,825		717,825		+ 4.50%
Debt related to real estate owned (3)		275,214		275,214		+ 2.94%		275,000		275,000		+ 2.94%
Total/Weighted Average	$	6,833,827	$	4,683,949		+ 3.14%	$	6,720,238	$	4,899,686		+ 3.05%

(1)

Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. SOFR as of March 31, 2025 and December 31, 2024 was 4.32% and 4.33%, respectively.

(2)

The repurchase agreements and term participation facility are partially recourse to us. As of March 31, 2025, the weighted average recourse on our repurchase agreements and term participation facility was 30%. As of December 31, 2024, the weighted average recourse on our repurchase agreements and term participation facility was 29%.

(3)

As of March 31, 2025, spread excludes additional interest accrual under the forbearance agreement. See debt related to real estate owned, net below for further detail.

Repurchase Agreements and Term Participation Facility

Repurchase Agreements

The following table summarizes our repurchase agreements by lender as of March 31, 2025 ($ in thousands):


Lender	Initial Maturity	Fully Extended Maturity(1)	Maximum Capacity		Borrowings Outstanding and Carrying Value		Undrawn Capacity		Carrying Value of Collateral(2)
JP Morgan Chase Bank, N.A.	7/28/2026	7/28/2028	$	2,381,600	$	1,844,460	$	537,140	$	2,885,419
JP Morgan Chase Bank, N.A. (3)	3/31/2028	3/31/2030		214,449		205,149		9,300		291,200
Morgan Stanley Bank, N.A.	1/26/2026	1/26/2028		750,000		449,404		300,596		699,393
Goldman Sachs Bank USA (4)	5/31/2025	5/31/2027		500,000		115,427		384,573		148,938
Barclays Bank PLC	12/20/2025	12/20/2025		500,000		-		500,000		-
Wells Fargo Bank, N.A. (5)	4/30/2025	9/29/2026		750,000		424,600		325,400		574,543
Total			$	5,096,049	$	3,039,040	$	2,057,009	$	4,599,493

(1)

Facility maturity dates may be extended, subject to meeting prescribed conditions.

(2)

Net of specific CECL reserves, if any.

(3)

Repurchase agreement provides for the ability to finance (i) loans receivable and (ii) real estate owned assets subsequent to assuming legal title and/or physical possession of the underlying collateral property.

(4)

In May 2025, the initial and fully extended maturity dates of this repurchase agreement were extended to June 1, 2027.

(5)

In April 2025, we modified this repurchase agreement to primarily provide for (i) a decrease in the maximum capacity to $500.0 million, (ii) an extension of the initial maturity date to April 30, 2026, and (iii) two one-year options to further extend the maturity date to April 30, 2028.

The following table summarizes our repurchase agreements by lender as of December 31, 2024 ($ in thousands):


Lender	Initial Maturity	Fully Extended Maturity (1)	Maximum Capacity		Borrowings Outstanding and Carrying Value		Undrawn Capacity		Carrying Value of Collateral (2)
JP Morgan Chase Bank, N.A.	7/28/2026	7/28/2028	$	2,398,421	$	1,966,560	$	431,861	$	3,015,354
Morgan Stanley Bank, N.A.	1/26/2025	1/26/2028		750,000		454,403		295,597		698,548
Goldman Sachs Bank USA	5/31/2025	5/31/2027		500,000		137,209		362,791		177,044
Barclays Bank PLC	12/20/2025	12/20/2025		500,000		-		500,000		-
Wells Fargo Bank, N.A.	1/13/2025	9/29/2026		750,000		632,167		117,833		863,518
Total			$	4,898,421	$	3,190,339	$	1,708,082	$	4,754,464

(1)

Facility maturity dates may be extended, subject to meeting prescribed conditions.

(2)

Net of specific CECL reserves, if any.

Term Participation Facility

On November 4, 2022, we entered into a master participation and administration agreement to finance certain of our loans receivable. As of March 31, 2025, our mixed-use real estate owned asset with a carrying value of $143.1 million (including related net lease intangible assets) was pledged as collateral to our term participation facility.

Our term participation facility as of March 31, 2025 is summarized as follows ($ in thousands):


Contractual Maturity Date	Total Commitments		Borrowings Outstanding		Carrying Value		Carrying Value of Collateral(1)
12/23/2029	$	550,816	$	487,019	$	487,019	$	957,855

(1) Amount includes the carrying value of our mixed-use real estate owned asset, including related net lease intangible assets.

Our term participation facility as of December 31, 2024 is summarized as follows ($ in thousands):


Contractual Maturity Date	Total Commitments		Borrowings Outstanding		Carrying Value		Carrying Value of Collateral(1)
12/23/2029	$	555,662	$	477,584	$	477,584	$	941,778

(1)

Amount includes the carrying value of our mixed-use real estate owned asset, including related net lease intangible assets.

Notes Payable

Our notes payable as of March 31, 2025 are summarized as follows ($ in thousands):


Contractual Maturity Date	Maximum Extension Date	Borrowing Outstanding		Carrying Value		Carrying Value of Collateral
9/2/2026	9/2/2027	$	110,592	$	109,788	$	156,815
2/2/2026	2/2/2027		56,166		55,717		70,847
Total		$	166,758	$	165,505	$	227,662

Our notes payable as of December 31, 2024 are summarized as follows ($ in thousands):


Contractual Maturity Date	Maximum Extension Date	Borrowing Outstanding		Carrying Value		Carrying Value of Collateral
9/2/2026	9/2/2027	$	105,280	$	104,333	$	148,729
7/15/2027	7/15/2027		77,500		76,895		183,427
2/2/2026	2/2/2027		56,158		55,617		70,677
Total		$	238,938	$	236,845	$	402,833

Secured Term Loan, Net

On August 9, 2019, we entered into a $450.0 million secured term loan which, on December 1, 2020, was modified to increase the aggregate principal amount by $325.0 million, increase the interest rate, and to increase the quarterly amortization payment. On December 2, 2021, we further modified our secured term loan to reduce the interest rate to the greater of (i) SOFR plus a 0.10% credit spread adjustment, and (ii) 0.50%, plus a credit spread of 4.50%. Our secured term loan is collateralized by a pledge of equity in certain subsidiaries and their related assets.

The secured term loan as of March 31, 2025 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Interest Rate	Borrowing Outstanding		Carrying Value
8/9/2026	S + 4.50%	8.92%	$	715,918	$	709,078

(1)

SOFR at March 31, 2025 was 4.32%.

The secured term loan as of December 31, 2024 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Interest Rate	Borrowing Outstanding		Carrying Value
8/9/2026	S + 4.50%	8.93%	$	717,825	$	709,777

(1)

SOFR at December 31, 2024 was 4.33%.

Debt Related to Real Estate Owned, Net

On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a foreclosure of a hotel portfolio. Subsequently, we entered into modifications of our debt related to real estate owned to provide for, among other things, total principal payments of $25.0 million, an extension of the contractual maturity date to February 9, 2025, and the designation of a portion of the loan becoming partial recourse to us. Concurrent with each modification, we acquired interest rate caps with notional amounts equal to the borrowing outstanding, strike rates ranging from 3.0% to 5.0%, and maturity dates matching the associated financing. Upon maturity in February 2025, we entered into a forbearance agreement with our lender which expires on May 9, 2025 and provides for interest to accrue at an additional rate of 4.0% per annum. In May 2025, we extended the forbearance period for our debt related to real estate owned through September 9, 2025 and concurrently repaid $5.0 million of the principal balance.

Our debt related to real estate owned as of March 31, 2025 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Interest Rate (2)	Borrowing Outstanding		Carrying Value
2/9/2025	S + 2.94%	11.26%	$	275,214	$	275,214

(1)

SOFR at March 31, 2025 was 4.32%. Amount excludes additional interest accrual under the forbearance agreement.

(2)

Interest rate includes an additional 4.0% per annum of interest provided for under the forbearance agreement.

Our debt related to real estate owned as of December 31, 2024 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Net Interest Rate (1)	Borrowing Outstanding		Carrying Value
2/9/2025	S + 2.94%	7.27%	$	275,000	$	274,604

(1)

SOFR at December 31, 2024 was 4.33%, which was below the 5.00% ceiling provided by our interest rate cap. See Note 7 – Derivatives for further detail.

Interest Expense and Amortization

The following table summarizes our interest and amortization expense on our secured financings, debt related to real estate owned and secured term loan for the three months ended March 31, 2025 and 2024, respectively ($ in thousands):


	Three Months Ended
	March 31, 2025		March 31, 2024
Interest expense on secured financings	$	67,414	$	92,816
Interest expense on secured term loan		16,048		18,245
Amortization of deferred financing costs		5,765		4,870
Interest and related expense		89,227		115,931
Interest expense on debt related to real estate owned (1)		6,554		6,329
Total interest and related expense	$	95,781	$	122,260

(1)

For the three months ended March 31, 2025 and 2024, interest expense on debt related to real estate owned includes $0.4 million and $0.4 million, respectively, of amortization of deferred financing costs.

Financial Covenants

Our financing agreements generally contain certain financial covenants. For example, our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges (“Interest Coverage Ratio”), as defined in our repurchase agreements and term participation facility, shall not be less than 1.1 to 1.0, whereas our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges as defined in our secured term loan agreement shall not be less than 1.5 to 1.0. Further, (i) our tangible net worth, as defined in the agreements, shall not be less than $1.86 billion as of each measurement date; (ii) cash liquidity shall not be less than the greater of (x) $20 million or (y) 3% of our recourse indebtedness (which includes our secured term loan); and (iii) our indebtedness shall not exceed 77.8% of our total assets. The requirements set forth in (i) through (iii) above are based upon the most restrictive financial covenants in place as of the reporting date. As of March 31, 2025, we are in compliance with all financial covenants under our financing agreements. Commencing with the quarter ending December 31, 2025, our Interest Coverage Ratio shall not be less than 1.3 to 1.0. Further, commencing July 1, 2025, our cash liquidity shall not be less than the greater of (x) $20 million or (y) 5% of our recourse indebtedness (which includes our secured term loan).

Future compliance with our financial covenants is dependent upon the results of our operating activities, our financial condition, and the overall market conditions in which we and our borrowers operate. The impact of macroeconomic conditions on the commercial real estate and capital markets, including high benchmark interest rates compared to recent historical standards, may make it more difficult for us to satisfy these financial covenants in the future. Non-compliance with financial covenants may result in our lenders exercising their rights and remedies as provided for in the respective agreements. As market conditions evolve, we may continue to work with our counterparties on modifying financial covenants as needed; however, there is no assurance that our counterparties will agree to such modifications.

Note 7. Derivatives

On June 2, 2021 and in connection with our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $290.0 million, a strike rate of 3.00%, and a maturity date of February 15, 2024. Such interest rate cap effectively limited the maximum interest rate of our debt related to real estate owned to 5.83% through its then maturity. On February 7, 2024 and in connection with the modification of our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $280.0 million, a strike rate of 5.00%, and a maturity date of November 15, 2024. Upon further extension of our debt related to real estate owned, we acquired an interest rate cap with a notional amount of $275.0 million, a strike rate of 5.00%, and a maturity date of February 9, 2025. Through the contractual maturity of our debt related to real estate owned, the interest rate cap effectively limited the maximum interest rate of our debt related to real estate owned to 7.94% through its maturity.

Changes in the fair value of our interest rate cap were recorded as an unrealized gain or loss on interest rate cap on our consolidated statements of operations and the fair value was recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap were recorded as proceeds from interest rate cap on our consolidated statements of operations. As of March 31, 2025, we did not have an interest rate cap for our debt related to real estate owned. As of December 31, 2024, the fair

value of our interest rate cap was de minimis. During the three months ended March 31, 2025 and 2024, we recognized $0.0 million and $0.9 million, respectively, of proceeds from interest rate cap.

Note 8. Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures” establishes a framework for measuring fair value as well as disclosures about fair value measurements. It emphasizes that fair value is a market-based measurement, not an entity-specific measurement. Therefore, a fair value measurement should be determined based on the assumptions that market participants would use when pricing an asset or liability. As a basis for considering market participant assumptions in fair value measurements, the standards establish a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability other than quoted prices, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement fall is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Financial Instruments Reported at Fair Value

The fair value of our interest rate cap was determined by using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the interest rate cap. The variable interest rates used in the calculation of projected receipts on the interest rate cap was based on a third-party expert’s expectation of future interest rates derived from observable market interest rate curves and volatilities. Our interest rate cap was classified as Level 2 in the fair value hierarchy. As of March 31, 2025, we did not have an interest rate cap for our debt related to real estate owned. As of December 31, 2024, the fair value of our interest rate cap was de minimis.

Financial Instruments Not Reported at Fair Value

The carrying value and estimated fair value of financial instruments not recorded at fair value on a recurring basis but required to be disclosed at fair value were as follows ($ in thousands):


	March 31, 2025
	Carrying		Unpaid Principal				Fair Value Hierarchy Level
	Value		Balance		Fair Value		Level 1		Level 2		Level 3
Loans receivable held-for-investment, net	$	5,738,702	$	5,984,101	$	5,728,142	$	-	$	-	$	5,728,142
Loan receivable held-for-sale		145,563		223,491		145,563		-		-		145,563
Repurchase agreements		3,039,040		3,039,040		3,039,040		-		-		3,039,040
Term participation facility		487,019		487,019		486,106		-		-		486,106
Notes payable, net		165,505		166,758		165,614		-		-		165,614
Secured term loan, net		709,078		715,918		681,017		-		-		681,017
Debt related to real estate owned, net		275,214		275,214		275,214		-		-		275,214


	December 31, 2024
	Carrying		Unpaid Principal				Fair Value Hierarchy Level
	Value		Balance		Fair Value		Level 1		Level 2		Level 3
Loans receivable held-for-investment, net	$	5,947,262	$	6,200,290	$	5,934,590	$	-	$	-	$	5,934,590
Loans receivable held-for-sale		277,062		312,471		277,062		-		-		277,062
Repurchase agreements		3,190,339		3,190,339		3,190,339		-		-		3,190,339
Term participation facility		477,584		477,584		476,099		-		-		476,099
Notes payable, net		236,845		238,938		236,939		-		-		236,939
Secured term loan, net		709,777		717,825		685,522		-		-		685,522
Debt related to real estate owned, net		274,604		275,000		274,680		-		-		274,680

Note 9. Equity

Common Stock

Our charter provides for the issuance of up to 500,000,000 shares of common stock with a par value of $0.01 per share. As of March 31, 2025 and December 31, 2024, we had 139,362,657 and 139,362,657 shares of common stock issued and outstanding, respectively.

The following table provides a summary of the number of shares of common stock outstanding during the three months ended March 31, 2025 and 2024, respectively:


	Three Months Ended
Common Stock Outstanding	March 31, 2025		March 31, 2024
Beginning balance		139,362,657		138,745,357
Conversion of fully vested RSUs to common stock		-		1,334
Ending balance		139,362,657		138,746,691

At the Market Stock Offering Program

On May 10, 2024, we entered into an equity distribution agreement with certain sales agents, pursuant to which we may sell, from time to time, up to an aggregate sales price of $150.0 million of our common stock pursuant to a continuous offering program (the “ATM Agreement”) under our in place effective shelf registration. Sales of our common stock made pursuant to the ATM Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The timing and amount of actual sales will depend on a variety of factors, including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the three months ended March 31, 2025, we did not issue any shares of our common stock pursuant to the ATM Agreement. As of March 31, 2025, the ATM Agreement has not been utilized, and $150.0 million remained available for issuance of our common stock pursuant to the ATM Agreement.

Dividends

The Board did not declare any dividends during the three months ended March 31, 2025. The following table details our dividend activity for common stock for the three months ended March 31, 2024 ($ in thousands, except per share data):


	For the Quarter Ended
	March 31, 2024
	Amount		Per Share
Dividends declared - common stock	$	34,687	$	0.25
Record Date - common stock	March 29, 2024
Payment Date - common stock	April 15, 2024

Note 10. Earnings Per Share

We calculate basic earnings per share (“EPS”) using the two-class method, which defines unvested share-based payment awards that contain nonforfeitable rights to dividends as participating securities. Under the two-class method, both distributed and undistributed earnings are allocated to common stock and participating securities based on their respective rights. Basic EPS is calculated by dividing our net income (loss) less participating securities’ share in earnings by the weighted average number of shares of common stock outstanding during each period.

Diluted EPS is calculated under the more dilutive of the treasury stock or the two-class method. Under the treasury stock method, diluted EPS is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding plus the incremental potential shares of common stock assumed issued during the period if they are dilutive.

As of March 31, 2025 and 2024, we had no dilutive securities. As a result, basic and diluted EPS are the same. The calculation of basic and diluted EPS is as follows ($ in thousands, except for share and per share data):


	Three Months Ended
	March 31, 2025			March 31, 2024
Net loss	$	(78,623	)	$	(52,795	)
Dividends on participating securities (1)		-			(924	)
Participating securities’ share in earnings		-			-
Basic loss	$	(78,623	)	$	(53,719	)
Weighted average shares of common stock outstanding, basic and diluted (2)		139,475,685			138,791,113
Net loss per share of common stock, basic and diluted	$	(0.56	)	$	(0.39	)

(1)

For the three months ended March 31, 2025 and 2024, dividends on participating securities excludes $0 and $11,000 of dividends on fully vested RSUs, respectively.

(2)

Amounts as of March 31, 2025 and 2024 include 113,151 and 45,231 fully vested RSUs, respectively.

For the three months ended March 31, 2025 and 2024, 2,717,009 and 2,612,712 of weighted average unvested RSUs, respectively, were excluded from the calculation of diluted EPS because the effect was anti-dilutive.

Note 11. Related Party Transactions

Our activities are managed by our Manager. Pursuant to the terms of the Management Agreement, our Manager is responsible for originating investment opportunities, providing asset management services and administering our day-to-day operations. Our Manager is entitled to receive a management fee, an incentive fee, and a termination fee as defined below.

The following table summarizes our management fees ($ in thousands):


	Three Months Ended
	March 31, 2025		March 31, 2024
Management fees	$	8,397	$	9,210

Management Fees

Effective October 1, 2015, our Manager earns a base management fee in an amount equal to 1.50% per annum of Stockholders’ Equity, as defined in the Management Agreement. Management fees are reduced by our pro rata share of any management fees and incentive fees (if incentive fees are not incurred by us) incurred to our Manager by CMTG/TT. Management fees are generally paid quarterly, in arrears, and $8.4 million and $27.0 million were accrued and were included in management fee payable – affiliate, on our consolidated balance sheets at March 31, 2025 and December 31, 2024, respectively.

Incentive Fees

Our Manager is entitled to an incentive fee equal to 20% of the excess of our Core Earnings on a rolling four-quarter basis, as defined in the Management Agreement, over a 7.00% return on Stockholders’ Equity. Incentive fees are reduced by our pro rata share of any incentive fees incurred to our Manager by CMTG/TT.

During the three months ended March 31, 2025 and 2024, we did not incur any incentive fees. As of March 31, 2025 and December 31, 2024, there were no accrued incentive fees on our consolidated balance sheets.

Termination Fees

If we elect to terminate the Management Agreement, we are required to pay our Manager a termination fee equal to three times the sum of the average total annual amount of management fees and the average annual incentive fee paid by us over the prior two years.

Reimbursable Expenses

Our Manager or its affiliates are entitled to reimbursement for certain documented costs and expenses incurred by them on our behalf, as set forth in the Management Agreement, excluding any expenses specifically required to be borne by our Manager under the Management Agreement. For the three months ended March 31, 2025 and 2024, we incurred $0.7 million and $0.7 million, respectively, of reimbursable expenses incurred on our behalf by our Manager which are included in general and administrative expenses on our

consolidated statements of operations. As of March 31, 2025 and December 31, 2024, $0.7 million and $3.1 million, respectively, of reimbursable expenses incurred on our behalf and due to our Manager are included in other liabilities on our consolidated balance sheets.

Note 12. Stock-Based Compensation

Incentive Award Plan

We are externally managed and do not currently have any employees. On March 30, 2016, we adopted the 2016 Incentive Award Plan (the “Plan”) to promote the success and enhance the value of the Company by linking the individual interests of employees of our Manager and its affiliates to those of our stockholders. As of March 31, 2025, the maximum remaining number of shares that may be issued under the Plan is 3,684,145 shares. Awards granted under the Plan may be granted with the right to receive dividend equivalents and generally vest in equal installments on the specified anniversaries of the grant.

Deferred Compensation Plan

On May 24, 2022, we adopted the Deferred Compensation Plan to provide our directors and certain executives with an opportunity to defer payment of their stock-based compensation or RSUs and director cash fees, if applicable, pursuant to the terms of the Deferred Compensation Plan.

Under our Deferred Compensation Plan, certain of our Board members elected to receive the annual fees and/or time-based RSUs to which they are entitled under our Non-Employee Director Compensation Program in the form of deferred RSUs. Accordingly, during the three months ended March 31, 2025 and 2024, we issued 11,088 and 3,451, respectively, of deferred RSUs in lieu of cash fees to such directors, and recognized an expense of approximately $53,000 and $47,000, respectively. Such expense is included in general and administrative expenses on our consolidated statements of operations.

Non-Employee Director Compensation Program

Our Board awards time-based RSUs to eligible non-employee Board members on an annual basis as part of such Board members’ annual compensation in accordance with the Non-Employee Director Compensation Program. The time-based awards are generally issued in the second quarter on the date of the annual meeting of our stockholders, in conjunction with the director’s election to our Board, and the awards vest on the earlier of (x) the one-year anniversary of the grant date and (y) the date of the next annual meeting of our stockholders following the grant date, subject to the applicable participants’ continued service through such vesting date. Effective January 1, 2025, to maintain competitiveness in our recruitment and retention of directors, our Non-Employee Director Compensation Program was amended to increase the value of the annual director grants and increase the annual retainer fees payable to the chairs and members of the Audit, Compensation and Nominating and Corporate Governing Committees, and the Lead Independent Director, as set forth in the amended Non-Employee Director Compensation Program.

Eligible non-executive members of our Board were granted the time-based RSUs under the Plan. Each RSU was granted with the right to receive dividend equivalents. Additionally, certain directors elected to defer their RSUs pursuant to the terms of the Deferred Compensation Plan. Such deferred awards will become payable on the earliest to occur of the participant’s separation from service or a change in control. The following table details the time-based RSUs granted to non-executive members of our Board:


Date of Grant	Total RSU Grant		Grant Date Fair Value Per Share
6/1/2024		89,214	$	8.07
6/1/2023		58,536	$	10.25
6/1/2022		29,280	$	20.49

Stock-Based Compensation Expense

For the three months ended March 31, 2025 and 2024, we recognized $5.1 million and $4.4 million, respectively, of stock-based compensation expense related to the RSUs. As of March 31, 2025, total unrecognized compensation expense was $15.4 million based on the grant date fair value of RSUs granted. This expense is expected to be recognized over a remaining period of 1.4 years from March 31, 2025.

We may allow participants of the Plan to settle their tax liabilities through a reduction of their vested RSU delivery. Such amount will result in a corresponding adjustment to additional paid-in capital and a cash payment to our Manager or its affiliates in order to remit the required statutory tax withholding to each respective taxing authority. During the three months ended March 31, 2025 and 2024, there were no deliveries of shares of common stock for vested RSUs.

The following tables detail the time-based RSU activity during the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31, 2025					Three Months Ended March 31, 2024
	Number of Restricted Share Units			Weighted Average Grant Date Fair Value Per Share		Number of Restricted Share Units			Weighted Average Grant Date Fair Value Per Share
Unvested, beginning of period		2,722,295		$	11.70		2,526,202		$	15.31
Granted		24,509			4.08		1,175,000			9.64
Vested		-			-		(1,334	)		11.30
Forfeited		(25,838	)		10.69		(5,166	)		13.69
Unvested, end of period		2,720,966			11.64		3,694,702			13.51

Note 13. Income Taxes

We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with our taxable year ended December 31, 2015 and expect to continue to operate so as to qualify as a REIT. As a result, we will generally not be subject to federal and state income tax on that portion of our income that we distribute to stockholders if we (i) distribute at least 90% of our taxable income, determined without regard to the deduction for dividends paid and excluding any net capital gains, and (ii) comply with certain other requirements to qualify as a REIT. Since Commencement of Operations, we have been in compliance with all REIT requirements and we plan to continue to operate so that we meet the requirements for taxation as a REIT. Therefore, other than amounts relating to our taxable REIT subsidiary (“TRS”), as described below, we have not provided for current income tax expense related to our REIT taxable income for the three months ended March 31, 2025 and 2024, respectively. Additionally, no provision has been made for federal or state income taxes in the accompanying financial statements, as we believe we have met the prescribed requisite requirements.

In December 2024, our Board paused our quarterly dividend on our common stock commencing with the fourth quarter 2024 dividend that would have otherwise been paid in January 2025. The timing and amount of any future dividends declared by our Board depend on a variety of factors, including cash generated by operating activities, our financial condition, capital requirements, annual distribution requirements under the REIT provisions of the Internal Revenue Code, and such other factors as our Board deems relevant.

Our real estate owned hotel portfolio is held in a TRS. A TRS is a corporation that is owned directly or indirectly by a REIT and has jointly elected with the REIT to be treated as a TRS for tax purposes. Given the TRS’s history of generating taxable losses, we are not able to conclude that it is more likely than not that we will realize the future benefit of the TRS’s deferred tax assets and therefore recorded a full valuation allowance. Given the full valuation allowance, we did not record a provision for income taxes for the three months ended March 31, 2025 and 2024, and we did not have any deferred tax assets or deferred tax liabilities as of March 31, 2025 and December 31, 2024. As of March 31, 2025, our deferred tax asset and valuation allowance were $59.7 million, respectively. As of December 31, 2024, our deferred tax asset and valuation allowance were $56.6 million, respectively.

We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits. Interest and penalties on uncertain tax positions, if applicable, are included as a component of the provision for income taxes in our consolidated statements of operations. As of March 31, 2025 and December 31, 2024, we have not recorded any amounts for uncertain tax positions.

Our tax returns are subject to audit by taxing authorities. As of the date of this filing, tax years 2021 and onward remain open to examination by major taxing jurisdictions in which we are subject to taxes.

Note 14. Commitments and Contingencies

We hold a 51% interest in CMTG/TT as a result of committing to invest $124.9 million in CMTG/TT. Distributions representing repayment proceeds from CMTG/TT’s loans may be recalled by CMTG/TT, if the repayment occurred at least six months prior to the loan’s initial maturity date. As of March 31, 2025 and December 31, 2024, we have contributed $163.1 million to CMTG/TT and have received return of capital distributions of $123.3 million, of which $111.1 million were recallable. As of March 31, 2025 and December 31, 2024, our remaining capital commitment to CMTG/TT was $72.9 million.

As of March 31, 2025 and December 31, 2024, we had aggregate unfunded loan commitments of $457.4 million and $498.3 million, respectively, which amounts will generally be funded to finance construction or leasing related expenditures by our borrowers, subject to them achieving certain conditions precedent to such funding. These future commitments will expire over the remaining term of the loans, none of which exceed five years.

Our contractual payments due under all financings were as follows as of March 31, 2025 ($ in thousands):


Year	Initial Maturity(1)		Fully Extended Maturity(2)
2025 (3) (4)	$	3,020,203	$	1,728,240
2026 (5)		1,663,746		1,626,596
2027		-		1,044,348
2028		-		284,765
2029		-		-
Total	$	4,683,949	$	4,683,949

(1)

Initial maturity is based on the earlier of the initial maturity date of each individual corresponding loan receivable or the maximum maturity date under the respective financing agreement, assuming conditions to extend are met.

(2)

Fully extended maturity is based on the earlier of the fully extended maturity date of each individual corresponding loan receivable or the maximum maturity date under the respective financing agreement, assuming conditions to extend are met.

(3)

Includes financings outstanding of $546.7 million related to eleven loans in maturity default with aggregate unpaid principal balance of $1.0 billion. Of such financings outstanding, $70.7 million was repaid in April 2025 upon the repayment of loans receivable.

(4)

Includes $289.7 million and $98.4 million of financings with initial and full extended maturities, respectively, which were repaid in April 2025 upon the repayment of loans receivable.

(5)

Includes $191.3 million of financings with fully extended maturities which were repaid in April 2025 upon the repayment of loans receivable.

In the normal course of business, we may enter into contracts that contain a variety of representations and provide for general indemnifications. Our maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against us that have not yet occurred. However, based on experience, we expect the risk of loss to be remote.

Note 15. Segment Reporting

We have determined that we have two operating segments and two reporting segments, with activities related to investing in income-producing loans collateralized by institutional quality commercial real estate and activities related to the operations of our real estate owned assets. Our Chief Operating Decision Maker is J. Michael McGillis, our Chief Financial Officer, President, and Director, who primarily utilizes Distributable Earnings (Loss) as described below.

Distributable Earnings (Loss) is a non-GAAP measure used to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments. Distributable Earnings (Loss) is a non-GAAP measure, which we define as net income (loss) in accordance with GAAP, excluding (i) non-cash stock-based compensation expense, (ii) real estate owned held-for-investment depreciation and amortization, (iii) any unrealized gains or losses from mark-to-market valuation changes (other than permanent impairments) that are included in net income (loss) for the applicable period, (iv) one-time events pursuant to changes in GAAP and (v) certain non-cash items, which in the judgment of our Manager, should not be included in Distributable Earnings (Loss).

The following table provides a calculation of Distributable Loss for our loan and REO portfolios, as well as a reconciliation to net loss, for the three months ended March 31, 2025 and 2024 ($ in thousands):


	Three Months Ended March 31, 2025									Three Months Ended March 31, 2024
	Loan Portfolio			REO Portfolio			Total			Loan Portfolio			REO Portfolio			Total
Interest and related income	$	118,038		$	-		$	118,038		$	160,845		$	-		$	160,845
Interest and related expense		(89,227	)		-			(89,227	)		(115,931	)		-			(115,931	)
Revenue from real estate owned		-			14,564			14,564			-			13,911			13,911
Amortization of above and below market leases, net		-			354			354			-			354			354
Management fees - affiliate		(8,397	)		-			(8,397	)		(9,210	)		-			(9,210	)
General and administrative expenses		(4,270	)		-			(4,270	)		(3,877	)		-			(3,877	)
Real estate owned:
Operating expenses		-			(12,915	)		(12,915	)		-			(12,880	)		(12,880	)
Interest expense		-			(6,554	)		(6,554	)		-			(6,329	)		(6,329	)
Proceeds from interest rate cap		-			-			-			-			865			865
Loss from equity method investment		(37	)		-			(37	)		-			(35	)		(35	)
Loss on extinguishment of debt		(547	)		-			(547	)		(2,244	)		-			(2,244	)
Principal charge-offs (1)		(46,653	)		-			(46,653	)		(42,266	)		-			(42,266	)
Loss on real estate owned held-for-sale		-			(49	)		(49	)		-			-			-
Distributable Loss	$	(31,093	)	$	(4,600	)	$	(35,693	)	$	(12,683	)	$	(4,114	)	$	(16,797	)

Reconciliation to net loss
Principal charge-offs (1)								46,653									42,266
Provision for current expected credit loss reserve								(41,123	)								(69,960	)
Valuation adjustment for loan receivable held-for-sale								(42,594	)								-
Depreciation and amortization								(438	)								(2,599	)
Amortization of above and below market leases, net								(354	)								(354	)
Stock-based compensation expense								(5,074	)								(4,353	)
Unrealized loss on interest rate cap								-									(998	)
Net loss							$	(78,623	)							$	(52,795	)

(1)

For the three months ended March 31, 2025, amount includes a $3.5 million charge-off of accrued interest receivable and a $0.5 million charge-off of an exit fee related to the discounted payoff of a land loan.

Note 16. Subsequent Events

We have evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that the following transactions or events have occurred:

Subsequent to March 31, 2025, the following loan realization activity has occurred. See Note 3 for further detail.

The full repayment of a hospitality loan with an unpaid principal balance of $225.0 million as of March 31, 2025.

A discounted repayment of an office loan with an unpaid principal balance of $63.4 million as of March 31, 2025.

A discounted repayment of a subordinate loan with an unpaid principal balance of $0.9 million as of March 31, 2025.

In April 2025, we entered into a binding agreement to sell approximately 77,000 square feet of office and retail space within our mixed-use real estate owned asset to an unaffiliated purchaser for a sales price of $28.8 million.

In April 2025, we modified our repurchase agreement with Wells Fargo Bank, N.A. to primarily provide for (i) a decrease in the maximum capacity to $500.0 million, (ii) an extension of the initial maturity date to April 30, 2026, and (iii) two one-year options to further extend the maturity date to April 30, 2028.

In May 2025, we extended the forbearance period for our debt related to real estate owned through September 9, 2025 and concurrently repaid $5.0 million of the principal balance.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing elsewhere in this quarterly report on Form 10-Q. References herein to “Claros Mortgage Trust,” “Company,” “we,” “us” or “our” refer to Claros Mortgage Trust, Inc. and its subsidiaries unless the context specifically requires otherwise. References to our “Manager” refer to Claros REIT Management LP and references to our “Sponsor” refer to Mack Real Estate Credit Strategies, L.P. (“MRECS”), the CRE lending and debt investment business affiliated with our Manager and Mack Real Estate Group, LLC (“MREG”). Although MRECS and MREG are distinct legal entities, for convenience, references to our “Sponsor” are deemed to include references to MRECS and MREG, individually or collectively, as appropriate for the context and unless otherwise indicated. References to “CRE” throughout this Quarterly Report on Form 10-Q means commercial real estate.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements herein and will make forward-looking statements in future filings with the SEC, press releases or other written or oral communications within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For these statements, we claim the protections of the safe harbor for forward-looking statements contained in such Sections. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. When we use the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, it intends to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: our business and investment strategy; changes in interest rates and their impact on our borrowers and on the availability and cost of our financing; our projected operating results; defaults by borrowers in paying debt service on outstanding loans; the timing of cash flows, if any, from our investments; the state of the U.S. and global economy generally or in specific geographic regions; reduced demand for office, multifamily or retail space, including as a result of the increase in remote and/or hybrid work trends which allow work from remote locations other than the employer’s office premises; governmental actions and initiatives and changes to government policies; the amount of commercial mortgage loans requiring refinancing; our ability to obtain and maintain financing arrangements on attractive terms, or at all; our ability to maintain compliance with financial covenants under our financing arrangements; current and prospective financing costs and advance rates for our existing and target assets; our expected leverage; general volatility of the capital markets and the markets in which we may invest and our borrowers operate in; the impact of a protracted decline in the liquidity of capital markets on our business; the state of the regional, national, and global banking systems; the uncertainty surrounding the strength of the national and global economies; the return on or impact of current and future investments, including our loan portfolio and real estate owned assets; allocation of investment opportunities to us by our Manager and our Sponsor; changes in the market value of our investments; effects of hedging instruments on our existing and target assets; rates of default, decreased recovery rates, and/or increased loss severity rates on our existing and target assets and related impairment charges, including as it relates to our real estate owned assets; the degree to which our hedging strategies may or may not protect us from interest rate volatility; changes in governmental regulations, tax law and rates, and similar matters (including interpretation thereof); our ability to maintain our qualification as a real estate investment trust (“REIT”); our ability to maintain our exclusion from registration under the Investment Company Act of 1940, as amended (the “1940 Act”); availability and attractiveness of investment opportunities we are able to originate in our target assets; the ability of our Manager to locate suitable investments for us, monitor, service and administer our investments and execute our investment strategy; availability of qualified personnel from our Sponsor and its affiliates, including our Manager; estimates relating to our ability to pay dividends to our stockholders in the future; our understanding of our competition; impact of increased competition on projected returns; the risk of securities class action litigation or stockholder activism; geopolitical or economic conditions or uncertainty, which may include military conflicts and activities (including the military conflicts between Russia and Ukraine, Israel and Hamas, and elsewhere throughout the Middle East and North Africa more broadly), tensions involving Russia, China, and Iran, political instability, social unrest, civil disturbances, terrorism, natural disasters and pandemics; and market trends in our industry, interest rates, real estate values, the debt markets generally, the CRE debt market or the general economy.

The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. Forward-looking statements are not predictions of future events and you should not place undue reliance on these forward-looking statements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. See “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K. These and other risks, uncertainties, and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those included in any forward-looking statements we make. If a change occurs, our business, financial condition, liquidity, results of operations and prospects may vary materially from those expressed in our forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Introduction

We are a CRE finance company focused primarily on originating senior and subordinate loans on transitional CRE assets located in major U.S. markets, including mortgage loans secured by a first priority or subordinate mortgage on transitional CRE assets, and subordinate loans including mezzanine loans secured by a pledge of equity ownership interests in the direct or indirect property owner rather than directly in the underlying commercial properties. These loans are subordinate to a mortgage loan but senior to the property owner’s equity ownership interests. Transitional CRE assets are properties that require repositioning, renovation, rehabilitation, leasing, development or redevelopment or other value-added elements in order to maximize value. We believe our Sponsor’s real estate development, ownership and operations experience, and infrastructure differentiates us in lending on these transitional CRE assets. Our objective is to be a premier provider of debt capital for transitional CRE assets and, in doing so, to generate attractive risk-adjusted returns for our stockholders over time, primarily through dividends. We strive to create a diversified investment portfolio of CRE loans that we generally intend to hold to maturity. We focus primarily on originating loans ranging from $50 million to $300 million on transitional CRE assets located in U.S. markets with attractive fundamental characteristics supported by macroeconomic tailwinds.

Our loan origination and repayment volume may fluctuate based on market conditions or other conditions inherent in our portfolio. As such, we may modify our investment strategy from time to time by shifting focus to optimizing outcomes within our existing portfolio, which may include actions such as selling a loan or syndicating a portion of a loan, working with our borrowers to enhance the value of underlying properties that constitute our collateral, and in certain circumstances assuming legal title and/or physical possession of the underlying collateral property of a defaulted loan.

We were organized as a Maryland corporation on April 29, 2015 and commenced operations on August 25, 2015, and our common stock is traded on the New York Stock Exchange, or NYSE, under the symbol “CMTG.” We have elected and believe we have qualified to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2015. We are externally managed and advised by our Manager, an investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). We operate our business in a manner that permits us to maintain our exclusion from registration under the 1940 Act.

I. Key Financial Measures and Indicators

As a CRE finance company, we believe the key financial measures and indicators for our business are net income (loss) per share, Distributable Earnings (Loss) per share, Distributable Earnings per share prior to realized gains and losses, which includes charge-offs of principal, accrued interest receivable, and/or exit fees, dividends declared per share, book value per share, adjusted book value per share, Net Debt-to-Equity Ratio and Total Leverage Ratio. During the three months ended March 31, 2025, we had net loss per share of $0.56, Distributable Loss per share of $0.25, Distributable Earnings per share prior to realized gains and losses of $0.08, and our Board did not declare any dividends. As of March 31, 2025, our book value per share was $13.60, our adjusted book value per share was $14.64, our Net Debt-to-Equity Ratio was 2.4x, and our Total Leverage Ratio was 2.8x. We use Net Debt-to-Equity Ratio and Total Leverage Ratio, financial measures which are not prepared in accordance with GAAP, to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

Net Loss Per Share and Dividends Declared Per Share

The following table sets forth the calculation of basic and diluted net loss per share and dividends declared per share ($ in thousands, except share and per share data):


	Three Months Ended
	March 31, 2025			December 31, 2024
Net loss	$	(78,623	)	$	(100,698	)
Weighted average shares of common stock outstanding, basic and diluted		139,475,685			139,464,720
Basic and diluted net loss per share of common stock	$	(0.56	)	$	(0.72	)
Dividends declared per share of common stock	$	-		$	-

Distributable Earnings (Loss)

Distributable Earnings (Loss) is a non-GAAP measure used to evaluate our performance excluding the effects of certain transactions, non-cash items and GAAP adjustments, as determined by our Manager. Distributable Earnings (Loss) is a non-GAAP measure, which we define as net income (loss) in accordance with GAAP, excluding (i) non-cash stock-based compensation expense, (ii) real estate owned held-for-investment depreciation and amortization, (iii) any unrealized gains or losses from mark-to-market valuation changes (other than permanent impairments) that are included in net income (loss) for the applicable period, (iv) one-time events pursuant to changes in GAAP and (v) certain non-cash items, which in the judgment of our Manager, should not be included in Distributable Earnings (Loss). Furthermore, we present Distributable Earnings prior to realized gains and losses, which such gains and

losses include charge-offs of principal, accrued interest receivable, and/or exit fees as we believe this more easily allows our Board, Manager, and investors to compare our operating performance to our peers, to assess our ability to declare and pay dividends, and to determine our compliance with certain financial covenants. Pursuant to the Management Agreement, we use Core Earnings, which is substantially the same as Distributable Earnings (Loss) excluding incentive fees, to determine the incentive fees we pay our Manager.

We believe that Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses provide meaningful information to consider in addition to our net income (loss) and cash flows from operating activities in accordance with GAAP. Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses do not represent net income (loss) or cash flows from operating activities in accordance with GAAP and should not be considered as an alternative to GAAP net income (loss), an indication of our cash flows from operating activities, a measure of our liquidity or an indication of funds available for our cash needs. In addition, our methodology for calculating these non-GAAP measures may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures and, accordingly, our reported Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses may not be comparable to the Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses reported by other companies.

In order to maintain our status as a REIT, we are required to distribute at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain, as dividends. Distributable Earnings (Loss), Distributable Earnings prior to realized gains and losses, and other similar measures, have historically been a useful indicator over time of a mortgage REIT’s ability to cover its dividends, and to mortgage REITs themselves in determining the amount of any dividends to declare. Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses are key factors, among others, considered by our Board in determining the dividend each quarter and as such we believe Distributable Earnings (Loss) and Distributable Earnings prior to realized gains and losses are also useful to investors.

While Distributable Earnings (Loss) excludes the impact of our provision for or reversal of current expected credit loss reserve, charge-offs of principal, accrued interest receivable, and/or exit fees are recognized through Distributable Earnings (Loss) when deemed non-recoverable. Non-recoverability is determined (i) upon the resolution of a loan (i.e., when the loan is repaid, fully or partially, when we acquire title in the case of foreclosure, deed-in-lieu of foreclosure, or assignment-in-lieu of foreclosure, or when the loan is sold or anticipated to be sold for an amount less than its carrying value), or (ii) with respect to any amount due under any loan, when such amount is determined to be uncollectible.

In determining Distributable Earnings (Loss) per share and Distributable Earnings per share prior to realized gains and losses, the dilutive effect of unvested RSUs is considered. The weighted average diluted shares outstanding used for Distributable Earnings (Loss) and Distributable Earnings per share prior to realized gains and losses have been adjusted from weighted average diluted shares under GAAP to include weighted average unvested RSUs.

The table below summarizes the reconciliation from weighted average diluted shares under GAAP to the weighted average diluted shares used for Distributable Loss and Distributable Earnings prior to realized gains and losses for the three months ended March 31, 2025 and December 31, 2024:


	Three Months Ended
Weighted Averages	March 31, 2025		December 31, 2024
Diluted Shares - GAAP		139,475,685		139,464,720
Unvested RSUs		2,717,009		2,490,901
Diluted Shares - Distributable Loss		142,192,694		141,955,621

The following table provides a reconciliation of net loss to Distributable Loss and Distributable Earnings prior to realized gains and losses ($ in thousands, except share and per share data):


	Three Months Ended
	March 31, 2025			December 31, 2024
Net loss	$	(78,623	)	$	(100,698	)
Adjustments:
Non-cash stock-based compensation expense		5,074			4,777
Provision for current expected credit loss reserve		41,123			29,976
Depreciation and amortization expense		438			2,639
Amortization of above and below market lease values, net		354			354
Unrealized loss on interest rate cap		-			27
Loss on extinguishment of debt		547			630
Valuation adjustment for loan receivable held-for-sale		42,594			7,227
Loss on real estate owned held-for-sale		49			80,461
Distributable Earnings prior to realized gains and losses	$	11,556		$	25,393
Loss on extinguishment of debt		(547	)		(630	)
Principal charge-offs (1)		(46,653	)		(756	)
Previously recognized gain on foreclosure of real estate owned held-for-sale (2)		-			5,592
Loss on real estate owned held-for-sale		(49	)		(80,461	)
Previously recognized depreciation on real estate owned held-for-sale (3)		-			(32,302	)
Distributable Loss	$	(35,693	)	$	(83,164	)
Weighted average diluted shares - Distributable Loss		142,192,694			141,955,621
Diluted Distributable Earnings per share prior to realized gains and losses	$	0.08		$	0.18
Diluted Distributable Loss per share	$	(0.25	)	$	(0.59	)

(1)

(2)

Reflects total gain on foreclosure of our hotel portfolio real estate owned asset, which was classified as real estate owned held-for-sale as of December 31, 2024. Amount not previously recognized in Distributable Earnings (Loss).

(3)

Reflects previously recognized depreciation on real estate owned classified as held-for-sale as of December 31, 2024. Amount not previously recognized in Distributable Earnings (Loss).

Book Value Per Share

We believe that presenting book value per share adjusted for our general current expected credit loss reserve and accumulated depreciation and amortization on our real estate owned held-for-investment and related lease intangibles is useful for investors as it enhances the comparability to our peers who may not hold real estate investments. Further, we believe that our investors and lenders consider book value excluding these items as an important metric related to our overall capitalization.

The following table sets forth the calculation of our book value and our adjusted book value per share, a non-GAAP financial measure, as of March 31, 2025 and December 31, 2024 ($ in thousands, except share and per share data):


	March 31, 2025		December 31, 2024
Total Equity	$	1,934,585	$	2,008,086
Number of shares of common stock outstanding and RSUs		142,196,774		142,187,015
Book Value per share(1)	$	13.60	$	14.12
Add back: accumulated depreciation and amortization on real estate owned and related lease intangibles		0.04		0.03
Add back: general CECL reserve		1.00		1.02
Adjusted Book Value per share	$	14.64	$	15.17

(1)

Calculated as (i) total equity divided by (ii) number of shares of common stock outstanding and RSUs at period end.

II. Our Portfolio

The below table summarizes our loans receivable held-for-investment as of March 31, 2025 ($ in thousands):


									Weighted Average(3)
	Number of Loans		Loan Commitment(1)		Unpaid Principal Balance		Carrying Value(2)		Yield to Maturity(4)			Term to Initial Maturity	Term to Fully Extended Maturity(5)	Weighted Average Origination LTV (6)			Weighted Average Adjusted LTV (7)
Senior and subordinate loans		51	$	6,441,477	$	5,984,101	$	5,856,837		7.4	%	0.6 years	1.5 years		70.6	%		72.8	%

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserve of $119.3 million.

(3)

Weighted averages are based on unpaid principal balance.

(4)

Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon, and fees received, based on the applicable floating benchmark rate/floors (if applicable), in place as of March 31, 2025. For loans placed on non-accrual, the annualized yield to initial maturity used in calculating the weighted average annualized yield to initial maturity is 0%.

(5)

Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

(6)

Origination LTV represents “loan-to-value” or “loan-to-cost,” which is calculated as our total loan commitment upon origination, as if fully funded, plus any financings that are pari passu with or senior to our loan, divided by our estimate of either (1) the value of the underlying real estate, determined in accordance with our underwriting process (typically consistent with, if not less than, the value set forth in a third-party appraisal) or (2) the borrower’s projected, fully funded cost basis in the asset, in each case as we deem appropriate for the relevant loan and other loans with similar characteristics. Underwritten values and projected costs should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the date of origination. Weighted average origination LTV is based on loan commitment, including non-consolidated senior interests and pari passu interests, and excludes risk rated 5 loans.

(7)

Adjusted LTV represents origination LTV updated only in connection with a partial loan paydown and/or release of collateral, material changes to expected project costs, the receipt of a new appraisal (typically in connection with financing or refinancing activity) or a change in our loan commitment. Adjusted LTV should not be assumed to reflect our judgment of current market values or project costs, which may have changed materially since the date of the most recent determination of LTV. Weighted average adjusted LTV is based on loan commitment, including non-consolidated senior interests, pari passu interests, and risk rated 5 loans. Loans with specific CECL reserves are reflected as 100% LTV.

Sales of Loans Receivable

The following table summarizes our loan receivable held-for-sale as of March 31, 2025 and loan receivable sold during the three months ended March 31, 2025 ($ in thousands):


Property Type	Location	Loan Commitment		Unpaid Principal Balance		Carrying Value Before Principal Charge-Off / Valuation Allowance		Cumulative Principal Charge-Off / Valuation Allowance			Held-For-Sale Carrying Value		Risk Rating (1)
For Sale Condo (2)	CA	$	247,260	$	223,491	$	223,491	$	(77,928	)	$	145,563	4
Total held-for-sale, March 31, 2025		$	247,260	$	223,491	$	223,491	$	(77,928	)	$	145,563

Hospitality (3)	CA	$	101,059	$	101,059	$	101,299	$	(315	)	$	100,984	3
Total sold, three months ended March 31, 2025		$	101,059	$	101,059	$	101,299	$	(315	)	$	100,984

(1)

Reflects risk rating of the loan receivable prior to the loan sale or reclassification to held-for-sale.

(2)

(3)

Loan classified as held-for-sale as of December 31, 2024 and sold in January 2025. Principal charge-off recognized upon reclassification to held-for-sale as of December 31, 2024.

Portfolio Activity and Overview

The following table summarizes changes in unpaid principal balance for our loans receivable held-for-investment ($ in thousands):


	Three Months Ended March 31, 2025
Unpaid principal balance, beginning of period	$	6,200,290
Advances on existing loans		41,891
Repayments of loans receivable		(215,424	)
Principal charge-offs		(42,656	)
Total net fundings		(216,189	)
Unpaid principal balance, end of period	$	5,984,101

The following table details our individual loans receivable held-for-investment based on unpaid principal balances as of March 31, 2025 ($ in thousands):


Loan Number	Loan Type	Origination Date	Loan Commitment(1)		Unpaid Principal Balance		Carrying Value (2)			Origination LTV(3)	Fully Extended Maturity(4)	Property Type (5)	Construction (5,6)	Location	Risk Rating
1	Senior	12/16/2021	$	405,000	$	402,339	$	401,873		70.0%	7/31/2025	Multifamily	-	CA	4
2	Senior	11/1/2019		390,000		390,000		390,000		74.3%	8/1/2025	Multifamily	-	NY	4
3	Senior	7/12/2018		240,000		240,000		241,350		52.9%	8/1/2028	Hospitality	-	NY	3
4 (7)	Senior	7/26/2021		225,000		225,000		225,253		65.1%	7/26/2026	Hospitality	-	GA	1
5	Senior	6/30/2022		227,000		224,940		224,995		63.9%	6/30/2029	Hospitality	-	CA	3
6	Senior	8/17/2022		235,000		220,000		220,030		68.3%	8/17/2027	Hospitality	-	CA	3
7	Senior	9/26/2019		319,900		206,160		206,160		68.0%	3/31/2026	Office	-	GA	4
8	Senior	4/14/2022		193,400		172,912		172,912		55.7%	4/14/2027	Multifamily	-	MI	3
9	Senior	1/14/2022		170,000		170,000		170,000		64.8%	1/14/2027	Multifamily	-	CO	4
10	Senior	9/2/2022		176,257		157,963		156,815		60.0%	9/2/2027	Multifamily	Y	UT	3
11	Senior	9/8/2022		160,000		155,000		154,778		63.5%	9/8/2027	Multifamily	-	AZ	4
12	Senior	1/9/2018		153,077		153,077		120,100		n/m	1/9/2024	Land	-	VA	5
13	Senior	5/13/2022		173,601		150,147		148,993		67.6%	5/13/2027	Mixed-Use	Y	VA	3
14	Senior	2/28/2019		150,000		150,000		150,000		72.2%	2/28/2024	Office	-	CT	4
15	Senior	10/4/2019		148,938		148,938		148,938		74.8%	10/1/2025	Mixed-Use	-	DC	3
16	Senior	12/30/2021		136,500		136,500		136,244		76.7%	12/30/2025	Multifamily	-	PA	3
17	Senior	4/26/2022		151,698		136,355		135,840		66.7%	4/26/2027	Multifamily	-	TX	4
18	Senior	12/10/2021		130,000		130,000		130,000		75.6%	12/10/2026	Multifamily	-	VA	3
19	Subordinate	12/9/2021		125,000		125,000		124,893		80.3%	1/1/2027	Office	-	IL	3
20	Senior	6/17/2022		127,250		123,346		123,245		62.8%	6/17/2027	Multifamily	-	TX	3
21	Senior	4/29/2019		122,123		120,289		120,287		61.5%	4/29/2025	Mixed-Use	-	NY	3
22	Senior	3/1/2022		122,000		119,084		118,700		n/m	2/28/2027	Multifamily	-	TX	5
23	Senior	7/20/2021		113,500		113,500		113,841		76.2%	7/20/2026	Multifamily	-	IL	3
24	Senior	2/13/2020		123,910		111,542		90,800		n/m	2/13/2026	Office	-	CA	5
25	Senior	11/4/2022		135,000		103,786		103,468		43.1%	11/9/2026	Other	Y	MA	3
26	Senior	7/30/2024		104,455		102,233		100,636		82.4%	10/21/2026	Other	-	NJ	3
27	Senior	1/27/2022		100,800		96,529		79,400		n/m	1/27/2027	Multifamily	-	NV	5
28	Senior	8/2/2021		97,000		95,214		94,827		68.5%	8/2/2026	Office	-	CA	4
29	Senior	1/10/2022		130,461		90,124		89,509		65.0%	1/9/2027	Other	-	PA	3
30	Senior	12/21/2018		87,741		87,741		88,166		50.6%	6/21/2022	Land	-	NY	4
31	Senior	12/15/2021		86,000		86,000		86,000		58.5%	12/15/2026	Mixed-Use	-	TN	3
32	Senior	7/10/2018		79,269		79,269		79,269		79.2%	6/10/2024	Hospitality	-	CA	4
33	Senior	12/21/2022		112,100		78,782		77,993		60.9%	12/21/2027	Multifamily	Y	WA	3
34	Senior	8/1/2022		115,250		78,500		78,500		82.1%	7/30/2026	Hospitality	Y	NY	4
35	Senior	6/3/2021		79,600		76,075		76,056		68.3%	6/3/2026	Other	-	MI	3
36	Senior	12/22/2021		83,901		75,937		75,793		69.5%	12/22/2026	Multifamily	-	TX	4
37	Senior	7/27/2022		76,000		75,550		75,588		66.1%	7/27/2027	Multifamily	-	UT	3
38	Senior	2/2/2022		90,000		71,257		70,847		66.3%	2/2/2027	Office	-	WA	3
39	Senior	8/27/2021		81,210		67,892		40,000		n/m	8/27/2026	Office	-	GA	5
40	Senior	7/31/2019		67,000		67,000		67,000		42.4%	1/30/2022	Land	-	NY	4
41 (7)	Senior	3/31/2020		63,391		63,391		63,391		n/m	2/9/2025	Office	-	TX	5
42	Senior	1/19/2022		73,677		59,825		59,594		51.2%	1/19/2027	Hospitality	-	TN	3
43	Senior	3/15/2022		53,300		50,164		42,800		n/m	3/15/2027	Multifamily	-	AZ	5
44	Senior	2/4/2022		44,768		39,279		28,100		n/m	2/4/2027	Multifamily	-	TX	5
45	Senior	4/5/2019		38,345		38,345		38,345		n/m	4/5/2028	Other	-	Other	3
46	Senior	2/18/2022		32,083		31,758		31,713		66.0%	2/18/2027	Other	Y	FL	3
47	Senior	4/5/2019		30,000		30,000		30,000		49.0%	4/6/2026	Other	-	NY	3
48	Senior	4/18/2019		30,000		30,000		29,988		71.4%	5/1/2025	Land	-	MA	3
49	Senior	2/17/2022		28,479		24,865		22,200		n/m	2/17/2027	Multifamily	-	TX	5
50	Senior	7/1/2019		1,607		1,607		1,607		n/m	12/30/2020	Other	-	Other	5
51 (8)	Subordinate	8/2/2018		886		886		-		n/m	7/9/2023	Other	-	NY	5

Total				6,441,477		5,984,101		5,856,837
General CECL reserve								(118,135	)
Grand Total/Weighted Average			$	6,441,477	$	5,984,101	$	5,738,702					12%		3.5

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserve of $119.3 million.

(3)

or project costs, which may have changed materially since the date of origination. Weighted average origination LTV of 70.6% is based on loan commitment, including non-consolidated senior interests and pari passu interests, and excludes risk rated 5 loans.

(4)

Fully extended maturity assumes all extension options are exercised by the borrower upon satisfaction of the applicable conditions.

(5)

Classification of property type and construction status reflect the state of collateral as of March 31, 2025.

(6)

Percent of total construction loans based on loan commitments as of March 31, 2025.

(7)

Loan repaid in April 2025.

(8)

In April 2025, we agreed to a loan repayment which resulted in a discounted loan payoff of $775,000.

Real Estate Owned

On June 30, 2023, we acquired legal title to a mixed-use property located in New York, NY and the equity interests in the borrower through an assignment-in-lieu of foreclosure and is comprised of office, retail, and signage components. As of March 31, 2025, the mixed-use property appears as part of real estate owned, net and related lease intangibles, net appear within other assets and other liabilities on our consolidated balance sheet. As of March 31, 2025, our mixed-use real estate owned asset with a carrying value of $143.1 million (including related net lease intangible assets) was pledged as collateral to our term participation facility. In April 2025, we entered into a binding agreement to sell approximately 77,000 square feet of office and retail space within our mixed-use real estate owned asset to an unaffiliated purchaser for a sales price of $28.8 million.

See Note 5 to our consolidated financial statements for additional details.

Asset Management

Our Manager proactively manages the loans in our portfolio from closing to final repayment or resolution and our Sponsor has dedicated asset management employees who perform asset management services. Following the closing of an investment, the asset management team rigorously monitors the loan, with an emphasis on ongoing analyses of both quantitative and qualitative matters, including financial, legal, and market conditions. Through the final repayment or resolution of a loan, the asset management team maintains regular contact with borrowers, servicers and local market experts monitoring performance of the collateral, anticipating borrower, property and market issues, and enforcing our rights and remedies when appropriate.

Some of our borrowers may experience delays in the execution of their business plans, changes in their capital position and available liquidity and/or changes in market conditions which may impact the performance of the underlying collateral asset, borrower, or sponsor. As a transitional lender, we may from time to time execute loan modifications with borrowers when and if appropriate, which may include additional equity contributions from them, repurposing of reserves, pledges of additional collateral or other forms of credit support, additional guarantees, temporary deferrals of interest or principal, partial deferral of coupon interest as payment-in-kind interest, and/or a discounted loan payoff. To the extent warranted by ongoing conditions specific to our borrowers or overall market conditions, we may make additional modifications when and if appropriate, depending on the business plans, financial condition, liquidity and results of operations of our borrowers, among other factors.

Our Manager evaluates the credit quality of each of our loans receivable on an individual basis and assigns a risk rating at least quarterly. We have developed a loan grading system for all of our outstanding loans receivable that are collateralized directly or indirectly by real estate. Grading criteria include, but are not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type, structure, collateral cash flow volatility and other more subjective variables that include, but are not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions, borrower/sponsor financial stability, and borrower/sponsor exit plan. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary. Based on a 5-point scale, the loans are graded “1” through “5,” from less risk to greater risk, respectively. The weighted average risk rating of our total loan portfolio was 3.5 as of March 31, 2025.

Current Expected Credit Losses

The current expected credit loss reserve required under GAAP reflects our current estimate of potential credit losses related to our loan portfolio, which may fluctuate depending on market conditions and changes in our loan portfolio. See Note 2 to our consolidated financial statements for further detail of our current expected credit loss reserve methodology.

Specific CECL Reserves

In certain circumstances, we may determine that a borrower is experiencing financial difficulty, and, if the repayment of the loan’s principal is collateral dependent, the loan is no longer suited for the WARM model. In these instances, there have been diminutions in the fair value and performance of the underlying collateral asset primarily as a result of reduced tenant and/or capital markets demand for such property types in the markets in which these assets and borrowers operate in. Furthermore, we may recognize a specific CECL reserve if we anticipate assuming legal title and/or physical possession of the underlying collateral property and the fair value of the collateral asset is determined to be below our carrying value. The following table presents a summary of our loans receivable held-for-investment with specific CECL reserves as of March 31, 2025 ($ in thousands):


Property Type	Location	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve		Net Carrying Value
Land	VA	$	153,077	$	153,077	$	32,977	$	120,100
Total Land			153,077		153,077		32,977		120,100
Multifamily	TX		119,084		118,719		19		118,700
Multifamily	NV		96,529		96,082		16,682		79,400
Multifamily	AZ		50,164		49,957		7,157		42,800
Multifamily	TX		39,279		39,085		10,985		28,100
Multifamily	TX		24,865		24,804		2,604		22,200
Total Multifamily (1)			329,921		328,647		37,447		291,200
Office	CA		111,542		111,263		20,463		90,800
Office (2)(3)	TX		63,391		63,391		-		63,391
Office	GA		67,892		67,494		27,494		40,000
Total Office			242,825		242,148		47,957		194,191
Other (2)	Other		1,607		1,607		-		1,607
Other (4)	NY		886		884		884		-
Total Other			2,493		2,491		884		1,607
Total		$	728,316	$	726,363	$	119,265	$	607,098

(1)

Represents loans which we anticipate assuming legal title and/or physical possession of the underlying collateral properties.

(2)

Amounts deemed uncollectible have been charged-off as of March 31, 2025.

(3)

Loan repaid in April 2025.

(4)

In April 2025, we agreed to a loan repayment which resulted in a discounted loan payoff of $775,000.

The following table presents our loan commitment originations, loan commitment realizations, and the amount of principal charge-offs recognized for each origination vintage year as of March 31, 2025 by year of origination ($ in thousands):


			Total by Origination Year as of March 31, 2025
	Total		2025		2024(2)		2023		2022		2021		2020		2019		2018 and Prior
Loan Commitment Originations (1)	$	18,124,128	$	-	$	104,455	$	101,059	$	3,463,564	$	2,959,122	$	401,743	$	4,056,115	$	7,038,070
Loan Commitment Realizations	$	10,942,938	$	-	$	-	$	101,059	$	701,542	$	1,361,811	$	189,183	$	2,293,592	$	6,295,751
Principal Charge-offs(3)	$	279,478	$	-	$	-	$	315	$	46,484	$	8,251	$	24,359	$	112,592	$	87,477

(1)

Loan commitment upsizes and protective advances subsequent to origination are reflected as increases in loan commitment in the year that the loan was originated.

(2)

Reflects a loan receivable acquired in connection with a full loan repayment.

(3)

Excludes loss in connection with the reclassification of our real estate owned hotel portfolio to held-for-sale.

Portfolio Financing

Our financing arrangements include repurchase arrangements, a term participation facility, asset-specific financings, debt related to real estate owned, and secured term loan borrowings.

The following table summarizes our loans portfolio financing ($ in thousands):


	March 31, 2025
	Capacity		Borrowings Outstanding		Weighted Average Spread(1)
Repurchase agreements and term participation facility	$	5,646,865	$	3,526,059		+ 2.88%
Notes payable		195,830		166,758		+ 3.24%
Secured term loan		715,918		715,918		+ 4.50%
Debt related to real estate owned (2)		275,214		275,214		+ 2.94%
Total/Weighted Average	$	6,833,827	$	4,683,949		+ 3.14%

(1)

Weighted average spread over the applicable benchmark rate is based on unpaid principal balance. SOFR as of March 31, 2025 was 4.32%.

(2)

Excludes an additional 4.0% per annum of interest provided for under the forbearance agreement.

See Note 6 to our consolidated financial statements for additional details.

Repurchase Agreements and Term Participation Facility

We finance certain of our loans using repurchase agreements and a term participation facility. As of March 31, 2025, aggregate borrowings outstanding under our repurchase agreements and term participation facility totaled $3.5 billion, with a weighted average spread of SOFR plus 2.88% per annum based on unpaid principal balance. As of March 31, 2025, the loans receivable securing the outstanding borrowings under these facilities had a weighted average term to initial maturity and fully extended maturity of 0.5 years and 1.4 years, respectively, assuming all conditions to extend are met.

Each repurchase agreement contains “margin maintenance” provisions, which are designed to allow the counterparty to require the delivery of cash or other assets to de-lever financings on assets that are determined to have experienced a diminution in value. Since inception through March 31, 2025, we have not received any margin calls under any of our repurchase agreements.

Loan Participations Sold

We may finance certain of our loans via the sale of a participation in such loans, and we present the loan participations sold as a liability on our consolidated balance sheet when such arrangements do not qualify as sales under GAAP. We generally seek to (i) have financings not cross-collateralized to the extent that we have multiple loan participations with the same lender, and (ii) term match our loan participations sold to the underlying loans. As of March 31, 2025, we had no loan participations sold.

Notes Payable

We finance certain of our loans via secured financings that are term matched to the underlying loan, some of which are partially recourse to us. We refer to such financings as notes payable and they are secured by the related loans receivable. As of March 31, 2025, two of our loans were financed with notes payable.

Secured Term Loan

We have a secured term loan which we originally entered into on August 9, 2019. Our secured term loan is presented net of any original issue discount and transaction expenses which are deferred and recognized as interest expense over the life of the loan using the effective interest method. The secured term loan matures on August 9, 2026 and as of March 31, 2025 has an unpaid principal balance of $715.9 million and a carrying value of $709.1 million.

Debt Related to Real Estate Owned

On February 8, 2021 we assumed a $300.0 million securitized senior mortgage in connection with a foreclosure of a hotel portfolio. On June 1, 2021, the terms of the securitized senior mortgage were modified to include an extension of the maturity date to February 9, 2024 and a principal repayment of $10.0 million. On February 7, 2024, we modified our debt related to real estate owned to provide for, among other things, an extension of the contractual maturity date to November 9, 2024, a $10.0 million principal paydown, and the designation of a portion of the loan becoming partial recourse to us. Concurrent with this modification, we purchased an interest rate cap with a notional amount of $280.0 million and a strike rate of 5.00% through the then extended contractual maturity date. We subsequently further extended the contractual maturity date to February 9, 2025 and concurrently purchased an interest rate cap with a notional amount of $275.0 million and a strike rate through the further extended contractual maturity date. Upon maturity in February 2025, we entered into a forbearance agreement with our lender which expires on May 9, 2025 and provides for interest to accrue at an additional rate of 4.0% per annum. In May 2025, we extended the forbearance period for our debt related to real estate owned through September 9, 2025 and concurrently repaid $5.0 million of the principal balance. As of March 31, 2025, our debt related to real estate owned has an unpaid principal balance of $275.2 million, a carrying value of $275.2 million and a stated rate of SOFR plus 2.94%. See Derivatives below for further detail of our interest rate cap.

Derivatives

Financial Covenants

Our financing agreements generally contain certain financial covenants. For example, our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges (“Interest Coverage Ratio”), as defined in our repurchase agreements and term participation facility shall not be less than 1.1 to 1.0, whereas our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges as defined in our secured term loan agreement shall not be less than 1.5 to 1.0. Further, (i) our tangible net worth, as defined in the agreements, shall not be less than $1.86 billion as of each measurement date; (ii) cash liquidity shall not be less than the greater of (x) $20 million or (y) 3% of our recourse indebtedness (which includes our secured term loan); and (iii) our indebtedness shall not exceed 77.8% of our total assets. The requirements set forth in (i) through (iii) above are based upon the most restrictive financial covenants in place as of the reporting date. As of March 31, 2025, we are in compliance with all financial covenants under our financing agreements. Commencing with the quarter ending December 31, 2025, our Interest Coverage Ratio shall not be less than 1.3 to 1.0. Further, commencing July 1, 2025, our cash liquidity shall not be less than the greater of (x) $20 million or (y) 5% of our recourse indebtedness (which includes our secured term loan).

Non-Consolidated Senior Interests Sold and Non-Consolidated Senior Interests Held by Third Parties

In certain instances, we use structural leverage through the non-recourse syndication of a match-term senior loan interest to a third party which qualifies for sale accounting under GAAP, or through the acquisition of a subordinate loan for which a non-recourse senior interest is retained by a third party. In such instances, the senior loan is not included on our consolidated balance sheet.

The following table summarizes our non-consolidated senior interests and related retained subordinate interests, excluding for loans classified as held-for-sale, as of March 31, 2025 ($ in thousands):


	Loan Count	Loan Commitment		Unpaid Principal Balance		Carrying Value		Weighted Average Interest Rate (1)	Term to Initial Maturity (in years)		Term to Fully Extended Maturity (in years) (2)
Fixed rate non-consolidated senior loans	1	$	830,000	$	830,000	N/A		3.47%		1.8		1.8
Retained fixed rate subordinate loans	1	$	125,000	$	125,000	$	124,893	8.50%		1.8		1.8

(1)

Weighted average is based on unpaid principal balance.

(2)

Floating and Fixed Rate Portfolio

Our business model seeks to minimize our exposure to changing interest rates by originating floating rate loans and financing them with floating rate liabilities. Further, we seek to match the benchmark index in the floating rate loans we originate with the benchmark index used in the related floating rate financings. Generally, we use SOFR as the benchmark index in both our floating rate loans and floating rate financings. As of March 31, 2025, 97.9% of our loans receivable held-for-investment based on unpaid principal balance were floating rate and indexed to SOFR. All of our encumbered floating rate loans were financed with floating rate liabilities indexed to SOFR, which resulted in approximately $1.2 billion of net floating rate exposure.

The following table details our net floating rate exposure as of March 31, 2025 ($ in thousands):


	Net Floating Rate Exposure(1)
Floating rate assets	$	5,856,608
Floating rate liabilities		(4,683,949	)
Net floating rate exposure	$	1,172,659

(1)

SOFR as of March 31, 2025 was 4.32%. Net floating rate exposure includes $521.8 million related to loans on non-accrual status and excludes one unencumbered loan receivable classified as held-for-sale as of March 31, 2025.

As of March 31, 2025, we do not employ interest rate derivatives (interest rate swaps, caps, collars or floors) to hedge our asset or liability portfolio, but we may do so in the future.

Results of Operations – Three Months Ended March 31, 2025 and December 31, 2024

As previously disclosed, beginning with our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and for all subsequent reporting periods, we have elected to present results of operations by comparing to the immediately preceding period, as well as the same year to date period in the prior year. Given the dynamic nature of our business and the sensitivity to the real estate and capital markets, we believe providing analysis of results of operations by comparing to the immediately preceding period is more meaningful to our stockholders in assessing the overall performance of our current business.

Operating Results

The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2025, and December 31, 2024 ($ in thousands, except per share data):


	Three Months Ended
	March 31, 2025			December 31, 2024			$ Change
Revenue
Interest and related income	$	118,038		$	132,563		$	(14,525	)
Less: interest and related expense		89,227			100,092			(10,865	)
Net interest income		28,811			32,471			(3,660	)
Revenue from real estate owned		14,564			27,755			(13,191	)
Total net revenue		43,375			60,226			(16,851	)
Expenses
Management fees - affiliate		8,397			8,930			(533	)
General and administrative expenses		4,270			3,340			930
Stock-based compensation expense		5,074			4,777			297
Real estate owned:
Operating expenses		12,915			16,369			(3,454	)
Interest expense		6,554			6,514			40
Depreciation and amortization		438			2,639			(2,201	)
Total expenses		37,648			42,569			(4,921	)
Proceeds from interest rate cap		-			6			(6	)
Unrealized loss on interest rate cap		-			(27	)		27
Loss from equity method investment		(37	)		(40	)		3
Loss on extinguishment of debt		(547	)		(630	)		83
Loss on real estate owned held-for-sale		(49	)		(80,461	)		80,412
Provision for current expected credit loss reserve		(41,123	)		(29,976	)		(11,147	)
Valuation adjustment for loan receivable held-for-sale		(42,594	)		(7,227	)		(35,367	)
Net loss	$	(78,623	)	$	(100,698	)	$	22,075
Net loss per share of common stock:
Basic and diluted	$	(0.56	)	$	(0.72	)	$	0.16

Comparison of the three months ended March 31, 2025 and December 31, 2024

Net Revenue

Total net revenue decreased $16.9 million during the three months ended March 31, 2025, compared to the three months ended December 31, 2024. The decrease is primarily due to a decrease in revenue from real estate owned of $13.2 million due to lower overall average occupancy, average daily rate (“ADR”), and revenue per available room (“RevPAR”) levels at the hotel portfolio compared to the three months ended December 31, 2024 due to seasonality, a decrease in net interest income of $3.7 million, which was driven by a decrease in interest income of $14.5 million as a result of decreased average loans receivable balances, partially offset by a decrease in interest expense of $10.9 million as a result of lower average borrowing levels during the three months ended March 31, 2025 compared to the three months ended December 31, 2024 as a result of continued deleveraging.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation and amortization on real estate owned and related in-place and other lease values. Expenses decreased by $4.9 million during the three months ended March 31, 2025, as compared to the three months ended December 31, 2024, primarily due to:

(i)

a decrease in operating expenses from real estate owned of $3.5 million during the comparative period, due to lower variable operating expenses in connection with lower occupancy levels at the hotel portfolio due to seasonality;

(ii)

a decrease in depreciation and amortization from real estate owned of $2.2 million due to depreciation expense not being recognized on the hotel portfolio during the three months ended March 31, 2025, as we determined the fair value of the hotel portfolio at March 31, 2025 to be less than the carrying value while the hotel portfolio was classified as held-for-sale;

(iii)

a decrease in management fees of $0.5 million as a result of lower stockholders’ equity over the comparative period;

(iv)

partially offset by an increase in general and administrative expenses of $0.9 million primarily as a result of an increase in certain non-recurring charges incurred over the comparative period.

Proceeds from Interest Rate Cap

Proceeds from interest rate cap decreased $0.1 million during the three months ended March 31, 2025, as compared to the three months ended December 31, 2024, due to SOFR falling below our interest rate cap’s 5.0% strike rate.

Unrealized Loss on Interest Rate Cap

During the three months ended March 31, 2025, we did not recognize an unrealized loss on interest rate cap as the value of the interest rate cap was negligible at December 31, 2024 and the term of the interest rate cap expired on February 9, 2025. Compared to a $0.1 million unrealized loss on interest rate cap during the three months ended December 31, 2024.

Loss from Equity Method Investment

During the three months ended March 31, 2025 and the three months ended December 31, 2024, we recognized losses from our equity method investment of $0.1 million as a result of the net losses recognized by our investee during each respective period.

Loss on Extinguishment of Debt

During the three months ended March 31, 2025 and the three months ended December 31, 2024, we recognized losses on extinguishment of debt of $0.6 million due to the recognition of unamortized deferred financing costs resulting from the repayment of financing balances prior to maturity.

Loss on Real Estate Owned Held-for-Sale

During the three months ended December 31, 2024, we determined that our hotel portfolio real estate owned asset met the held-for-sale criteria and concurrently recognized a $80.5 million loss based upon anticipated sales price, less estimated costs to sell. During the three months ended March 31, 2025 we recognized an additional $49.0 thousand of loss on real estate owned held-for-sale as a result of capital expenditures incurred.

Provision for Current Expected Credit Loss Reserve

During the three months ended March 31, 2025, we recorded a provision for current expected credit losses of $41.1 million, which consisted of a $3.9 million reversal of our general CECL reserve and a $45.0 million increase in our specific CECL reserve prior to principal, accrued interest receivable, and exit fee charge-offs. The reversal of our general CECL reserves was primarily attributable to changes in the historical loss rate of the analogous dataset, seasoning of our loan portfolio, and a reduction in the size of our loan portfolio subject to determination of the general CECL reserve. The reversal of our specific CECL reserves was primarily attributable to changes to collateral values, offset by protective advances made. During the three months ended December 31, 2024, we recorded a provision for current expected credit losses of $30.0 million, which consisted of a $19.8 million increase in our general reserve and a $9.4 million increase in our specific CECL reserve prior to principal charge-offs. The increase in our general CECL reserve was primarily attributable to consideration of a contingent discounted loan payoff and reserves against accrued interest receivable, offset by the seasoning of our loan portfolio and a reduction in the size of our loan portfolio. The increase in our specific CECL reserves was primarily attributable to changes to collateral values and additional protective advances made.

Valuation Adjustment for Loan Receivable Held-for-Sale

During the three months ended March 31, 2025 we recognized a valuation adjustment of $42.6 million for our loan receivable held-for-sale and during the three months ended December 31, 2024 we recognized a valuation adjustment of $7.2 million for our loan receivable held-for sale. In both instances the valuation adjustments were as a result of additional protective advances made and a reduction in anticipated proceeds from the sale of such loan.

Results of Operations – Three Months Ended March 31, 2025 and March 31, 2024

The following table sets forth information regarding our consolidated results of operations for the three months ended March 31, 2025 and 2024 ($ in thousands, except per share data):


	Three Months Ended
	March 31, 2025			March 31, 2024			$ Change
Revenue
Interest and related income	$	118,038		$	160,845		$	(42,807	)
Less: interest and related expense		89,227			115,931			(26,704	)
Net interest income		28,811			44,914			(16,103	)
Revenue from real estate owned		14,564			13,911			653
Total net revenue		43,375			58,825			(15,450	)
Expenses
Management fees - affiliate		8,397			9,210			(813	)
General and administrative expenses		4,270			3,877			393
Stock-based compensation expense		5,074			4,353			721
Real estate owned:
Operating expenses		12,915			12,880			35
Interest expense		6,554			6,329			225
Depreciation and amortization		438			2,599			(2,161	)
Total expenses		37,648			39,248			(1,600	)
Proceeds from interest rate cap		-			865			(865	)
Unrealized loss on interest rate cap		-			(998	)		998
Loss from equity method investment		(37	)		(35	)		(2	)
Loss on extinguishment of debt		(547	)		(2,244	)		1,697
Loss on real estate owned held-for-sale		(49	)		-			(49	)
Provision for current expected credit loss reserve		(41,123	)		(69,960	)		28,837
Valuation adjustment for loan receivable held-for-sale		(42,594	)		-			(42,594	)
Net loss	$	(78,623	)	$	(52,795	)	$	(25,828	)
Net loss per share of common stock:
Basic and diluted	$	(0.56	)	$	(0.39	)	$	(0.17	)

Comparison of the three months ended March 31, 2025 and March 31, 2024

Net Revenue

Total net revenue decreased $15.5 million during the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease is primarily due to a decrease in net interest income of $16.1 million, which was driven by a decrease in interest income of $42.8 million as a result of a reduction in the size of our loan portfolio and an increase in the portion of loans on non-accrual status during the three months ended March 31, 2025 as compared to the three months ended March 31, 2024, partially offset by a decrease in interest expense of $26.7 million primarily as a result of lower average borrowing levels. The decrease in total net revenue was partially offset by an increase in revenue from real estate owned of $0.7 million due to higher overall average occupancy, RevPAR, and ADR levels at our hotel portfolio compared to the three months ended March 31, 2024.

Expenses

Expenses are primarily comprised of base management fees payable to our Manager, general and administrative expenses, stock-based compensation expense, operating expenses from real estate owned, interest expense from debt related to real estate owned, and depreciation and amortization on real estate owned. Expenses decreased by $1.6 million during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, primarily due to:

(i)

(ii)

a decrease in management fees of $0.8 million as a result of lower stockholders’ equity over the comparative period;

(iii)

partially offset by an increase in stock-based compensation of $0.7 million during the comparative period, due to an increase in stock based compensation expense recognized during the three months ended March 31, 2025;

(iv)

further offset by an increase in general and administrative expenses of $0.4 million as a result of certain non-recurring charges and certain corporate overhead items incurred.

Proceeds from Interest Rate Cap

Proceeds from interest rate cap decreased $0.9 million during the three months ended March 31, 2025, as compared to the three months ended March 31, 2024 due to SOFR falling below our interest rate cap’s 5.0% strike rate.

Unrealized Loss on Interest Rate Cap

During the three months ended March 31, 2025, we did not recognize an unrealized loss on interest rate cap as the value of the interest rate cap was negligible at December 31, 2024 and the term of the interest rate cap expired on February 9, 2025. Compared to a $1.0 million unrealized loss on interest rate cap during the three months ended March 31, 2024.

Loss from Equity Method Investment

During the three months ended March 31, 2025 and the three months ended March 31, 2024, we recognized loss from equity method investment of $0.1 million as a result of the net losses recognized by our investee during each respective period.

Loss on Extinguishment of Debt

During the three months ended March 31, 2025 we recognized a loss on extinguishment of debt of $0.6 million due to the recognition of unamortized deferred financing costs resulting from the repayment of financing balances prior to maturity. During the three months ended March 31, 2024, we recognized a loss on extinguishment of debt of $2.2 million inclusive of a $1.6 million spread maintenance payment and $0.6 million of unamortized deferred financing costs, as a result of the repayment of a note payable prior to maturity which occurred simultaneously with the sale of the associated loan receivable.

Loss on Real Estate Owned Held-for-Sale

During the three months ended March 31, 2025 we recognized an additional $49.0 thousand of loss on real estate owned held-for-sale as a result of capital expenditures incurred.

Provision for Current Expected Credit Loss Reserve

During the three months ended March 31, 2025, we recorded a provision for current expected credit losses of $41.1 million, which consisted of a $3.9 million reversal of our general CECL reserve and a $45.0 million increase in our specific CECL reserve prior to principal, accrued interest receivable, and exit fee charge-offs. The reversal of our general CECL reserves was primarily attributable to changes in the historical loss rate of the analogous dataset, seasoning of our loan portfolio, and a reduction in the size of our loan portfolio subject to determination of the general CECL reserve. The reversal of our specific CECL reserves was primarily attributable to changes to collateral values, offset by protective advances made. During the three months ended March 31, 2024, we recorded a provision for current expected credit losses of $70.0 million, which consisted of a $22.7 million increase in our general CECL reserve and a $47.3 million increase in our specific CECL reserve prior to principal charge-offs. The increase in general CECL reserves was primarily attributable to changes in the historical loss rate of the analogous dataset and changes in risk ratings and non-accrual status within our loan portfolio, offset by the seasoning of our loan portfolio and a reduction in the size of our loan portfolio subject to determination of the general CECL reserve. The increase in our specific CECL reserves was primarily attributable to changes to collateral values and additional protective advances made.

Valuation Adjustment for Loan Receivable Held-for-Sale

During the three months ended March 31, 2025 we recognized a valuation adjustment of $42.6 million for our loan receivable held-for-sale as a result of additional protective advances made and a reduction in anticipated proceeds from the sale of such loan.

Liquidity and Capital Resources

Capitalization

We have capitalized our business to date primarily through the issuance of shares of our common stock and borrowings under our secured financings and our secured term loan. As of March 31, 2025, we had 139,362,657 shares of our common stock outstanding, representing $1.9 billion of equity, and also had $4.7 billion of outstanding borrowings under our secured financings, our secured term loan, and our debt related to real estate owned. As of March 31, 2025, our secured financings consisted of six repurchase agreements with capacity of $5.1 billion and a combined outstanding balance of $3.0 billion, a term participation facility with a capacity of $550.8 million and an outstanding balance of $487.0 million, and two asset-specific financings with capacity of $195.8 million and an

outstanding balance of $166.8 million. As of March 31, 2025, our secured term loan had an outstanding balance of $715.9 million and our debt related to real estate owned had an outstanding balance of $275.2 million.

Net Debt-to-Equity Ratio and Total Leverage Ratio

Net Debt-to-Equity Ratio and Total Leverage Ratio are non-GAAP measures that we use to evaluate our financial leverage, which in the case of our Total Leverage Ratio, makes certain adjustments that we believe provide a more conservative measure of our financial condition.

Net Debt-to-Equity Ratio is calculated as the ratio of asset-specific debt (repurchase agreements, term participation facility, loan participations sold, net, notes payable, net, and debt related to real estate owned, net) and secured term loan, less cash and cash equivalents to total equity.

Total Leverage Ratio is similar to Net Debt-to-Equity Ratio; however, it includes non-consolidated senior interests sold and non-consolidated senior interests held by third parties. Non-consolidated senior interests sold and non-consolidated senior interests held by third parties, as applicable, are secured by the same collateral as our loan and are structurally senior in repayment priority relative to our loan. We believe the inclusion of non-consolidated senior interests sold and non-consolidated senior interests held by third parties provides a meaningful measure of our financial leverage.

The following table presents our Net Debt-to-Equity Ratios and Total Leverage Ratios as of March 31, 2025 and December 31, 2024 ($ in thousands):


	March 31, 2025			December 31, 2024
Asset-specific debt	$	3,966,778		$	4,179,372
Secured term loan, net		709,078			709,777
Total debt		4,675,856			4,889,149
Less: cash and cash equivalents		(127,829	)		(99,075	)
Net Debt	$	4,548,027		$	4,790,074
Total Equity	$	1,934,585		$	2,008,086
Net Debt-to-Equity Ratio	2.4x			2.4x
Non-consolidated senior loans		830,000			830,000
Total Leverage	$	5,378,027		$	5,620,074
Total Leverage Ratio	2.8x			2.8x

Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents, interest income from our loans, proceeds from loan repayments, available borrowings under our repurchase agreements based on existing collateral, identified borrowing capacity related to our asset-specific financings based on existing collateral, proceeds from the issuance of incremental secured term loan or other corporate debt issuances, and proceeds from the issuance of our common stock. As circumstances warrant, we and our subsidiaries may also issue common equity, preferred equity and/or debt, incur other debt, including term loans, or explore sales of certain of our loans receivable or real estate owned assets from time to time, dependent upon market conditions and available pricing.

Although we generally intend to hold our loans to maturity, sales of loans receivable, which may result in realized losses, discounted loan payoffs, and/or sales of real estate owned assets may occur in order to redeploy capital to more accretive opportunities, meet operating objectives, adapt to market conditions, and/or manage liquidity needs. Furthermore, we cannot predict the timing or impact of future asset sales or loan repayments, and, since many of our loans are financed, a portion or in some cases all of the net proceeds from the sales or repayments of our loans are expected to be used to de-lever our secured financings.

The following table sets forth, as of March 31, 2025 and December 31, 2024, our sources of available liquidity ($ in thousands):


	March 31, 2025		December 31, 2024
Cash and cash equivalents	$	127,829	$	99,075
Approved and undrawn credit capacity(1)		7,766		2,599
Total sources of liquidity	$	135,595	$	101,674

(1)

Amounts based on existing collateral.

Under the terms of our loan agreements with certain of our borrowers, we require and have oversight of borrower funds held in reserve accounts with third-party loan servicers for our benefit which provide additional collateral support for our loans. Upon the occurrence of certain events or the borrower meeting prescribed conditions in accordance with the terms of the loan agreement, these funds may be transferred by the third-party loan servicers to the borrower subject to our approval. In instances where the borrower is in

default under the terms of the loan agreement, we have the ability to direct the third-party loan servicers to release such reserve funds to us to satisfy past due amounts. As of March 31, 2025 and December 31, 2024, reserve balances for loans on non-accrual status or delinquent, loans in maturity default, and/or loans risk rated 5 totaled $21.2 million and $22.2 million, respectively, and such amounts are not reflected on our consolidated balance sheets. Additionally, reserve balances as of March 31, 2025 include $13.4 million related to a loan which was repaid in April 2025.

The following table presents a summary of our unencumbered loans receivable as of March 31, 2025 ($ in thousands):


Loan Type	Loan Commitment		Unpaid Principal Balance (1)		Carrying Value (1)(2)		Property Type	Construction	Location	Risk Rating
Senior	$	115,250	$	78,500	$	78,500	Hospitality	Y	NY	4
Senior		97,000		95,214		94,827	Office	-	CA	4
Senior		81,210		67,892		40,000	Office	-	GA	5
Senior		1,607		1,607		1,607	Other	-	Other	5
Subordinate		886		886		-	Other	-	NY	5
Total, held-for-investment		295,953		244,099		214,934
Senior		247,260		223,491		145,563	For Sale Condo	-	CA	4
Total, held-for-sale		247,260		223,491		145,563
Total	$	543,213	$	467,590	$	360,497

(1)

For loans receivable held-for-sale, reflects amounts prior to principal charge-offs and valuation allowances.

(2)

For loans receivable held-for-investment, reflects amounts net of specific CECL reserves of $28.4 million.

The ability to finance or sell certain of these unencumbered assets is subject to one or more counterparties’ willingness to finance or purchase such loans.

As of March 31, 2025, our mixed-use real estate owned asset with a carrying value of $143.1 million (including related net lease intangible assets) was pledged as collateral to our term participation facility. In April 2025, we entered into a binding agreement to sell approximately 77,000 square feet of office and retail space within our mixed-use real estate owned asset to an unaffiliated purchaser for a sales price of $28.8 million.

To facilitate future offerings of equity, debt and other securities, we have in place an effective shelf registration statement (the “Shelf”) with the SEC. The securities covered by this Shelf include up to $250,000,000 in the aggregate of: (i) common stock, (ii) preferred stock, (iii) debt securities, (iv) depositary shares, (v) warrants, (vi) purchase contracts, and (vii) units, and up to 16,058,983 shares of common stock offered by the selling securityholders. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering material, at the time of any offering.

On May 10, 2024, we entered into an equity distribution agreement with certain sales agents, pursuant to which we may sell, from time to time, up to an aggregate sales price of $150.0 million of our common stock pursuant to a continuous offering program (the “ATM Agreement”) under our Shelf. Sales of our common stock made pursuant to the ATM Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. The timing and amount of actual sales will depend on a variety of factors including market conditions, the trading price of our common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the three months ended March 31, 2025, we did not issue any shares of our common stock pursuant to the ATM Agreement, and we incurred $0.5 million of professional and legal fees to establish the program which are included in general and administrative expense on our consolidated statement of operations. As of March 31, 2025, the ATM Agreement has not been utilized, and $150.0 million remained available for issuance of our common stock pursuant to the ATM Agreement.

Liquidity Needs

In addition to our loan origination and acquisition activity, our primary liquidity needs include future fundings to our borrowers on our unfunded loan commitments, interest and principal payments on outstanding borrowings under our financings, operating expenses, accrued management fees, and dividend payments to our stockholders necessary to satisfy REIT dividend requirements. Additionally, certain financial covenants in our financing agreements require us to maintain minimum levels of liquidity. We currently maintain, and seek to maintain, cash and liquidity to comply with minimum liquidity requirements under our financings. We also seek to maintain excess cash and liquidity to meet our primary liquidity needs, which include principal repayment obligations under certain of our secured financings, and seek to meet such short-term and long-term liquidity needs through our primary sources of liquidity as noted above.

As of March 31, 2025, we had approximately $354.4 million of indebtedness scheduled to repay in the coming year with no further extension options available on the respective financings. Of such amount, $27.8 million was repaid subsequent to March 31, 2025 and $275.2 million relates to our real estate owned hotel portfolio. During the two-year period ended December 31, 2024, we made deleveraging payments to certain of our financing counterparties in the amounts of $643.1 million. Further, during the three months ended March 31, 2025, we made deleveraging payments to certain of our financing counterparties in the amount of $35.1 million and expect to continue to do so as agreed with our lenders or on an as-needed basis. Our ability to make any future deleveraging payments or required principal repayments will depend upon the results of our operating activities, our total sources of liquidity, our financial condition, and the overall market conditions in which we operate, among other factors. In addition, as market conditions evolve, we expect to continue to work with our secured financing counterparties as needed to seek adjustments to the timing and amount of any required principal repayment obligations; however, there is no assurance that such counterparties will agree to modify the required amount or timing of such repayments.

As of March 31, 2025, we had aggregate unfunded loan commitments of $457.4 million which is comprised of funding for capital expenditures and construction, leasing costs, and carry costs. The timing of these fundings will vary depending on the progress of capital projects, leasing, and cash flows at the properties securing our loans and equity contributions from our borrowers, if required. Therefore, the exact timing and amounts of such future loan fundings are uncertain and will depend on the current and future performance of the underlying collateral assets, but are expected to occur over the remaining loan term. In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may never become eligible to be drawn on.

We may from time to time use capital to retire, redeem, or repurchase our equity or debt securities, term loans or other debt instruments through open market purchases, privately negotiated transactions or otherwise. The execution of such retirements, redemptions or repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and/or other factors deemed relevant.

Contractual Obligations and Commitments

Our contractual obligations and commitments as of March 31, 2025 were as follows ($ in thousands):


	Payment Timing
	Total Obligations			Less than 1 year			1 to 3 years			3 to 5 years			More than 5 years
Unfunded loan commitments (1)	$	457,376		$	308,205		$	29,855		$	119,316		$	-
Unfunded loan commitments for non-accrual, maturity default, risk rated 5 and/or delinquent loans (1)		(109,616	)		(7,969	)		(2,655	)		(98,992	)		-
Secured financings, term loan agreement, and debt related to real estate owned - principal (2)(3)(4)		4,683,949			1,793,018			2,606,169			284,762			-
Secured financings, term loan agreement, and debt related to real estate owned - interest (2)(3)		476,613			280,932			188,023			7,658			-
Total	$	5,508,322		$	2,374,186		$	2,821,392		$	312,744		$	-

(1)

The estimated allocation of our unfunded loan commitments for loans receivable held-for-investment is based on the earlier of our expected funding date and the commitment expiration date. As of March 31, 2025, we have $266.8 million of in-place financings to fund our remaining commitments, excluding $7.8 million of approved and undrawn credit capacity based on existing collateral.

(2)

The allocation of our secured financings and secured term loan is based on the earlier of the fully extended maturity date (assuming conditions to extend are met) of each individual corresponding loan receivable or the maximum maturity date under the respective financing agreement, and assumes eleven loans that are in maturity default that represent collateral for aggregate borrowings outstanding of $546.7 million that are in maturity default have a contractual obligation to pay in less than one year.

(3)

Amounts include the related future interest payment obligations, which are estimated by assuming the amounts outstanding under our secured financing agreements and SOFR in effect as of March 31, 2025, will remain constant into the future. Actual amounts borrowed and rates will vary over time. Our floating rate loans and related liabilities are indexed to SOFR. Totals exclude non-consolidated senior interests.

(4)

In April 2025, $98.4 million of financings due in less than one year and $191.3 million of financings due between one and three years were repaid upon the repayment of loans receivable.

In certain circumstances, conditions to funding may not be met by our borrowers and portions of our unfunded loan commitments may not become eligible to be drawn on. Of the $457.4 million of unfunded loan commitments for our loans receivable held-for-investment as of March 31, 2025, the following table details the portion of unfunded loan commitments and in-place financings to fund our remaining commitments for loans receivable held-for-investment whereby conditions to funding are not currently being met, including loans on non-accrual status, in maturity default, risk rated 5, and/or which are delinquent in accordance with our revenue recognition policy ($ in thousands):


	Unfunded Loan Commitments			In-place Financing Commitments			Net Loan Commitment
Gross total commitment	$	457,376		$	266,833		$	190,543
Non-accrual, maturity default, risk rated 5 and/or delinquent loans		(109,616	)		(51,564	)		(58,052	)
Net loan commitment	$	347,760		$	215,269		$	132,491

Subject to borrowers meeting future funding conditions provided for in our loan agreements, we expect to fund our $132.5 million of net loan commitments over the remaining maximum term of the related loans, which have a weighted average future funding period of 1.7 years.

We incur to our Manager, payable in cash, a base management fee and incentive fee (to the extent earned), which are generally paid quarterly, in arrears. The tables above do not include the amounts payable to our Manager under the Management Agreement which are reflected as management fee payable - affiliate on our consolidated balance sheet.

Loan Maturities

The following table summarizes the future scheduled repayments of principal for loans receivable held-for-investment as of March 31, 2025 ($ in thousands):


	Initial Maturity				Fully Extended Maturity
Year	Unpaid Principal Balance(1)		Loan Commitment(1)		Unpaid Principal Balance(1)		Loan Commitment(1)
2025 (2)	$	3,051,346	$	3,186,192	$	1,228,068	$	1,232,561
2026 (2)		1,860,651		2,157,090		1,501,839		1,724,726
2027		469,133		495,224		2,147,940		2,375,874
2028		-		-		278,345		278,345
2029		-		-		224,938		227,000
Thereafter		-		-		-		-
Total	$	5,381,130	$	5,838,506	$	5,381,130	$	5,838,506

(1)

Excludes $603.0 million in unpaid principal balance and loan commitments of loans receivable held-for-investment that are in maturity default with no available extension options.

(2)

Includes $225.0 million in unpaid principal balance and loan commitments for a loan with initial and fully extended maturity dates in 2025 and 2026, respectively, which was repaid in April 2025.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the three months ended March 31, 2025 and 2024, respectively ($ in thousands):


	Three Months Ended
	March 31, 2025			March 31, 2024
Net cash flows (used in) provided by operating activities	$	(35,785	)	$	21,488
Net cash flows provided by investing activities		274,795			286,610
Net cash flows used in financing activities		(223,638	)		(271,217	)
Net increase in cash, cash equivalents, and restricted cash	$	15,372		$	36,881

We experienced a net increase in cash, cash equivalents, and restricted cash of $15.4 million during the three months ended March 31, 2025, compared to a net increase of $36.9 million during the three months ended March 31, 2024.

During the three months ended March 31, 2025, we received $213.0 million from loan repayments, received $101.0 million of loan sale proceeds, and received $217.1 million of proceeds from borrowings under our financing arrangements, net of payments for deferred financing costs and exit fees. Additionally, we made $39.5 million of advances on loans and made repayments on financings arrangements of $440.7 million (inclusive of $35.1 million of deleveraging repayments).

Income Taxes

We have elected and believe we have qualified to be taxed as a REIT for U.S. federal income tax purposes, commencing with our initial taxable year ended December 31, 2015. We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gain, to maintain our REIT status. To the extent

that we satisfy this distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal income tax on our undistributed REIT taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay (or are treated as paying) out to our stockholders in a calendar year is less than a minimum amount specified under U.S. federal tax laws. Our real estate owned hotel portfolio is held in a TRS. Our TRS is not consolidated for U.S. federal income tax purposes and is taxed separately as a corporation. For financial reporting purposes, a provision or benefit for current and deferred taxes is established for the portion of earnings or expense recognized by us with respect to our TRS.

Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Internal Revenue Code, which relate to organizational structure, diversity of stock ownership and certain restrictions with regard to the nature of our assets and the sources of our income. Even if we qualify as a REIT, we may be subject to certain U.S. federal income and excise taxes and state and local taxes on our income and assets. If we fail to maintain our qualification as a REIT for any taxable year, we may be subject to material penalties as well as federal, state and local income tax on our REIT taxable income at regular corporate rates and we would not be able to qualify as a REIT for the subsequent four full taxable years. As of March 31, 2025, we were in compliance with all REIT requirements.

Off-Balance Sheet Arrangements

As of March 31, 2025, we had no off-balance sheet arrangements aside from those discussed in Note 3 - Loan Portfolio, Note 4 - Equity Method Investment, and Note 14 - Commitments and Contingencies.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires our Manager to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. We believe that all of the decisions and estimates are reasonable, based upon the information available to us. We believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements. The assumptions within our accounting policies may vary from quarter to quarter as our portfolio changes and market and economic conditions evolve.

See Note 2 to our consolidated financial statements for a description of our significant accounting policies.

Current Expected Credit Losses

The CECL reserve required under ASC 326, Financial Instruments – Credit Losses, reflects our current estimate of potential credit losses related to our loan portfolio. Changes to the CECL reserve are recognized through a provision for or reversal of current expected credit loss reserve on our consolidated statements of operations. ASC 326 specifies the reserve should be based on relevant information about past events, including historical loss experience, current loan portfolio, market conditions and reasonable and supportable macroeconomic forecasts for the duration of each loan.

For our loan portfolio, we perform a quantitative assessment of the impact of CECL primarily using the Weighted Average Remaining Maturity, or WARM, method. The application of the WARM method to estimate a general CECL reserve requires judgment, including the appropriate historical loan loss reference data, the expected timing and amount of future loan fundings and repayments, the current credit quality of our portfolio, and our expectations of performance and market conditions over the relevant time period.

We evaluate the credit quality of each of our loans receivable on an individual basis and assign a risk rating at least quarterly. We have developed a loan grading system for all of our outstanding loans receivable that are collateralized directly or indirectly by real estate. Grading criteria include, but are not limited to, as-is or as-stabilized debt yield, term of loan, property type, property or collateral location, loan type, structure, collateral cash flow volatility and other more subjective variables that include, but are not limited to, as-is or as-stabilized collateral value, market conditions, industry conditions, borrower/sponsor financial stability, and borrower/sponsor exit plan. While evaluating the credit quality of each loan within our portfolio, we assess these quantitative and qualitative factors as a whole and with no pre-prescribed weight on their impact to our determination of a loan’s risk rating. However, based upon the facts and circumstances for each loan and the overall market conditions, we may consider certain previously mentioned factors more or less relevant than others. We utilize the grading system to determine each loan’s risk of loss and to provide a determination as to whether an individual loan is impaired and whether a specific CECL reserve is necessary.

For such loans, we would separately measure the specific reserve for each loan by using the estimated fair value of the loan’s collateral. If the estimated fair value of the collateral is less than the carrying value of the loan, an asset-specific reserve is created as a component of our overall current expected credit loss reserve. Specific reserves are equal to the excess of a loan’s carrying value to the estimated fair value of the collateral. If recovery of our investment is expected from the sale of the collateral and such costs will reduce amounts recovered by us, specific reserves are equal to the excess of a loan’s carrying value to the estimated fair value of the collateral less estimated costs to sell.

Fair values used to determine specific reserves are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair values used to determine specific CECL reserves as of March 31, 2025 include assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates ranging from 6.0% to 9.5%, and market and terminal capitalization rates ranging from 5.0% to 8.25%. These assumptions are based upon the nature of the properties, recent sales and lease comparables, recent and projected property cash flows, and anticipated real estate and capital market conditions.

Significant judgment is required in determining impairment and in estimating the resulting credit loss reserve, and actual losses, if any, could materially differ from those estimates.

Real Estate Owned

We may assume legal title and/or physical possession of the underlying collateral property of a defaulted loan through foreclosure, a deed-in-lieu of foreclosure, or an assignment-in-lieu of foreclosure.

We account for acquisitions of real estate, including foreclosures, deed-in-lieu of foreclosures, or assignment-in-lieu of foreclosures, in accordance with ASC 805, Business Combinations, which first requires that we determine if the real estate investment is the acquisition of an asset or a business combination. Under this model, we identify and determine the estimated fair value of any assets acquired and liabilities assumed. This generally results in the allocation of the purchase price to the assets acquired and liabilities assumed based on the relative estimated fair values of each respective asset and liability. Debt related to real estate owned is initially recorded at its estimated fair value at the time of foreclosure, deed-in-lieu of foreclosure, or assignment-in-lieu of foreclosure.

Assets acquired and liabilities assumed generally include land, building, building improvements, tenant improvements, furniture, fixtures and equipment, mortgages payable, and identified intangible assets and liabilities, which generally include above or below market lease values, in-place lease values, and other lease-related values. In estimating fair values for allocating the purchase price of

our real estate owned, we may utilize various methods, including a market approach, which considers recent sales of similar properties, adjusted for differences in location and state of the physical asset, or a replacement cost approach, which considers the composition of physical assets acquired, adjusted based on industry standard information and the remaining useful life of the acquired property. In estimating fair values of intangible assets acquired or liabilities assumed, we consider the estimated cost of leasing our real estate owned assuming the property was vacant, the value of the current lease agreements relative to market-rate leases, and the estimation of total lease-up time including lost rents.

Real estate assets held-for-investment are evaluated for indicators of impairment on a quarterly basis. Factors that we may consider in our impairment analysis include, among others: (1) significant underperformance relative to historical or anticipated operating results; (2) significant negative industry or economic trends; (3) costs necessary to extend the life or improve the real estate asset; (4) significant increase in competition; and (5) ability to hold and dispose of the real estate asset in the ordinary course of business. A real estate asset is considered impaired when the sum of estimated future undiscounted cash flows expected to be generated by the real estate asset over the estimated remaining holding period is less than the carrying amount of such real estate asset. Cash flows include operating cash flows and anticipated capital proceeds generated by the sale of the real estate asset. If the sum of such estimated undiscounted cash flows is less than the carrying amount of the real estate asset, an impairment charge is recorded equal to the excess of the carrying value of the real estate asset over its estimated fair value.

When determining the estimated fair value of a real estate asset, we make certain assumptions including consideration of projected operating cash flows, comparable selling prices and projected cash flows from the eventual disposition of the real estate asset based upon our estimate of a capitalization rate and discount rate.

There were no impairments of our real estate owned held-for-investment assets through March 31, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

In early 2022, the U.S. Federal Reserve began a campaign to combat inflationary pressures by increasing interest rates, ultimately resulting in benchmark interest rates increasing by 5.25% by the end of 2023. Although the U.S. Federal Reserve has reduced benchmark interest rates as a result of moderating inflation pressures, such benchmark rates remain high relative to recent historical standards. Additionally, the U.S. Federal Reserve has indicated that further changes in benchmark interest rates are dependent upon changes in prices and employment markets. The timing, direction, and extent of any future adjustment to benchmark interest rates by the U.S. Federal Reserve is increasingly uncertain, particularly in light of recent global trade tensions. High benchmark interest rates imposed by the U.S. Federal Reserve may continue to increase our interest expense, negatively impact the ability of our borrowers to service their debt, and reduce the value of the CRE collateral underlying our loans. Conversely, in a period of declining interest rates, the interest income on floating rate investments would decline, while any decline in the interest we are charged on our floating rate debt may not equal or exceed the decrease in interest income and the interest expense we incur.

Rising interest rates will generally increase our net interest income, while declining interest rates will generally decrease our net interest income.

The following table illustrates as of March 31, 2025 the impact on our net interest income and net interest income per share for loans receivable held-for-investment for the twelve-month period following March 31, 2025, assuming a decrease in SOFR of 50 and 100 basis points and an increase in SOFR of 50 and 100 basis points in the applicable interest rate benchmark (based on SOFR of 4.32% as of March 31, 2025) ($ in thousands, except per share data):


Net Floating			Decrease						Increase
Rate Exposure (1)		Change in	100 Basis Points			50 Basis Points			50 Basis Points		100 Basis Points
$	1,172,659	Net interest income	$	(382	)	$	(303	)	$	303	$	605
		Net interest income per share	$	(0.00	)	$	(0.00	)	$	0.00	$	0.00

(1)

Includes $521.8 million related to loans on non-accrual status and excludes one unencumbered loan receivable classified as held-for-sale as of March 31, 2025.

Risks related to fluctuations in cash flows and asset values associated with movements in interest rates may also contribute to the risk of nonperformance on floating rate assets. In the case of a significant increase in interest rates, the cash flows of the collateral real estate assets to our loans may be insufficient to pay debt service due, which may contribute to nonperformance of our loans. We seek to manage this risk by, among other things, generally requiring our borrowers to acquire interest rate caps from an unaffiliated third-party.

Credit Risk

Our loans and other investments are also subject to credit risk, including the risk of default. In particular, changes in general economic conditions, including interest rates, will affect the creditworthiness of borrowers and/or the value of underlying real estate collateral relating to our investments. By its very nature, our investment strategy emphasizes prudent risk management and capital preservation by primarily originating senior loans utilizing underwriting techniques requiring relatively conservative loan-to-value ratio levels to insulate us from credit losses absent a significant diminution in collateral value. In addition, we seek to manage credit risk by performing extensive due diligence on our collateral, borrower and guarantors, as applicable, evaluating, among other things, title, environmental and physical condition of collateral, comparable sales and leasing analysis of similar collateral, the quality of and alternative uses for the real estate collateral being underwritten, submarket trends, our borrower’s track record and the reasonableness of the borrower’s projections prior to originating a loan. Subsequent to origination, we also manage credit risk by proactively monitoring our investments and, whenever possible, limiting our own leverage to partial recourse or non-recourse, match-funding financing. Notwithstanding these efforts, there can be no assurance that we will be able to avoid losses in all circumstances. The performance and value of our loans and investments depend upon the borrower’s ability to improve and operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our Sponsor’s asset management team monitors the performance of our loan portfolio and our Sponsor’s asset management and origination teams maintain regular contact with borrowers, co-lenders and local market experts to monitor the performance of the underlying loan collateral, anticipate borrower, property and market issues and, to the extent necessary or appropriate, enforce our rights as the lender.

In addition, we are exposed to the risks generally associated with the CRE market, including variances in occupancy rates, capitalization rates, absorption rates and other macroeconomic factors beyond our control, including changes in benchmark interest rates, cost increases associated with construction materials, and supply chain and labor market disruptions. We seek to manage these risks through our underwriting, loan structuring, financing structuring, and asset management processes.

In the event that we are forced to foreclose, our broader Sponsor platform includes professionals experienced in CRE development, ownership, property management, and asset management which enables us to execute the workout of a troubled loan and protect investors’ capital in a way that we believe many non-traditional lenders cannot.

Capital Markets Risks

We are exposed to risks related to the equity and debt capital markets which impact our related ability to raise capital through the issuance of our common stock or other debt or equity-related instruments. As a REIT, we are required to distribute a significant portion of our REIT taxable income annually, which constrains our ability to retain and accumulate operating earnings and therefore requires us to utilize debt or equity capital to finance the growth of our business. We seek to mitigate these risks by constantly monitoring the debt and equity capital markets, the maturity profile of our in-place loan portfolio and financings, and future funding requirements on our loan portfolio to inform our decisions on the amount, timing, and terms of any capital we may raise.

Each of our repurchase agreements contain “margin maintenance” provisions, which allow the lender to require the delivery of cash or other assets to reduce the financing amount against loans that have been deemed to have experienced a diminution in value. A substantial deterioration in the commercial real estate capital markets may negatively impact the value of assets financed with lenders that have margin maintenance provisions in their facilities. Certain of our repurchase agreements permit valuation adjustments solely as a result of collateral-specific credit events, while other repurchase agreements contain provisions also allowing our lenders to make margin calls upon the occurrence of adverse changes in the capital markets or as a result of interest rate or spread fluctuations, subject to minimum thresholds, among other factors. As of March 31, 2025, we have not received any margin calls under any of our repurchase agreements.

Financing Risk

We finance our business through a variety of means, including the syndication of non-consolidated senior interests, notes payable, borrowings under our repurchase and participation facilities, the syndication of pari passu portions of our loans, the syndication of senior participations in our originated senior loans, and our secured term loan. Over time, as market conditions change, we may use other forms of financing in addition to these methods of financing. Weakness or volatility in the debt capital markets, the CRE and mortgage markets, changes in regulatory requirements, geopolitical volatility, global trade tensions, and fluctuation in interest rates and the resulting market disruptions therefrom could adversely affect one or more of our lenders or potential lenders and could cause one or more of our lenders or potential lenders to be unwilling or unable to provide us with financing, increase the costs of or reduce the advance rate on existing financing or otherwise offer unattractive terms for that financing. In addition, we may seek to finance our business through the issuance of our common stock or other equity or equity-related instruments, though there is no assurance that such financing will be available on a timely basis with attractive terms, or at all.

Counterparty Risk

The nature of our business requires us to hold cash and cash equivalents with various financial institutions, as well as obtain financing from various financial institutions. This exposes us to the risk that these financial institutions may not fulfill their obligations to us under various contractual arrangements. We mitigate this exposure by depositing our cash and cash equivalents and entering into financing agreements with high credit-quality institutions.

Our relationships with our lenders subject us to counterparty risks including the risk that a counterparty is unable to fund undrawn credit capacity, particularly if such counterparty enters bankruptcy, among other detrimental effects. We seek to manage this risk by diversifying our financing sources across counterparties and financing types and generally obtaining financing from high credit quality institutions.

The nature of our loans and other investments also exposes us to the risk that our borrowers are unable to execute their business plans, and as a result do not make required interest and principal payments on scheduled due dates, as well as the impact of our borrowers’ tenants not making scheduled rent payments when contractually due. We seek to manage this risk through a comprehensive credit analysis prior to making an investment and rigorous monitoring of our borrowers’ progress in executing their business plans as well as market conditions that may affect the underlying collateral, through our asset management process. Each loan is structured with various lender protections that are designed to discourage and deter fraudulent behavior and other bad acts by borrowers, as well as require borrowers to adhere to their stated business plans while the loan is outstanding. Such protections may include, without limitation: cash management accounts, “bad boy” carveout guarantees, completion guarantees, guarantor minimum net worth and liquidity requirements, partial or full recourse to sponsors and/or guarantors, approval rights over major decisions, and performance tests throughout the loan term.

Prepayment Risk

Prepayment risk is the risk that principal will be repaid prior to initial maturity, which may require us to identify new investment opportunities to deploy such capital at a similar rate of return in order to avoid an overall reduction in our net interest income. We may structure our loans with spread maintenance, minimum multiples and make-whole provisions to protect against early repayment. Typically, investments are structured with the equivalent of 12 to 24 months’ spread maintenance or a minimum level of income that an investment is contractually obligated to return. In general, an increase in prepayment rates accelerates the accretion of deferred income, including origination fees and exit fees, which increases interest income earned on the asset during the period of repayment. Conversely, if capital that is repaid is not subsequently redeployed into investment opportunities generating a similar return, future periods may experience reduced net interest income.

Repayment / Extension Risk

Loans are generally expected to be repaid at maturity, unless the borrower repays early or meets contractual conditions to qualify for a maturity extension. The granting of these extensions may cause a loan’s term to extend beyond the term of its related secured financing. Higher interest rates recently imposed by the U.S. Federal Reserve relative to recent historical standards may lead to an increase in the number of our borrowers who exercise or request additional extension options, or who may become unwilling or unable to make contractual payments when due. Some of our borrowers may experience delays in the execution of their business plans, changes in their capital position and available liquidity, and/or changes in market conditions which may impact the performance of the underlying collateral asset, borrower, or sponsor. Accordingly, this may result in the borrower not meeting certain extension conditions such as minimum debt yield, maximum LTV, and/or the ability of the borrower to purchase replacement interest rate caps. Higher interest rates may also increase the number of our borrowers who may default because, among other things, they may not be able to find replacement financing for our loan. Furthermore, there may be certain instances where, for loans which have been modified, we may not be able to maintain the associated financing on its existing terms. This could have a negative impact on our results of operations, and in some situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur losses.

Currency Risk

To date, we have made no loans and hold no assets or liabilities denominated or payable in foreign currencies, although we may do so in the future.

We may in the future hold assets denominated or payable in foreign currencies, which would expose us to foreign currency risk. As a result, a change in foreign currency exchange rates may have a positive or an adverse impact on the valuation of our assets, as well as our income and dividends. Any such changes in foreign currency exchange rates may impact the measurement of such assets or income for the purposes of our REIT tests and may affect the amounts available for payment of dividends to our stockholders.

Although not required, if applicable, we may hedge any currency exposures. However, such currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments and/or unequal, inaccurate or unavailability of hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.

Real Estate Risk

The market values of loans secured directly or indirectly by CRE assets are subject to volatility and may be adversely affected by a number of factors, including the interest rate environment; persistent inflation; increases in remote work trends; natural disasters or pandemics; national, regional, local and foreign economic conditions (which may be adversely affected by industry slowdowns, global trade tensions, and other factors); regulatory and legislative uncertainty; supply chain and labor market disruptions; changes in social conditions; regional or local real estate conditions; geopolitical volatility; changes or continued weakness in specific industry segments; construction quality, age and design; changes to construction costs; demographic factors; changes to building or similar codes and government regulatory requirements (such as rent control and zoning laws); and changes in real property tax rates. In addition, decreases in property values reduce the value of the loan collateral and the potential proceeds available and to a borrower to repay the underlying loans, which could also cause us to suffer losses. We may realize losses related to foreclosures or to the restructuring of the loans in our investment portfolio on terms that may be more favorable to borrowers than those underwritten at origination. We seek to manage these risks through our underwriting, loan structuring, financing structuring and asset management processes.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act of 1934) during the three months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As of March 31, 2025, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2025.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we and our Manager are or may become party to legal proceedings, which arise in the ordinary course of our respective businesses. Neither we nor our Manager is currently subject to any legal proceedings that we or our Manager consider reasonably likely to have a material impact on our respective financial conditions. See Note 14 to our consolidated financial statements for information on our commitments and contingencies.

Item 1A. Risk Factors.

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K. There have been no material changes to our principal risks that we believe are material to our business, results of operations, and financial condition from the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, which is accessible on the SEC’s website at www.sec.gov.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a)

None.

(b)

None.

(c)

During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each such term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.


Exhibit Number		Description

3.1		Articles of Amendment and Restatement of Claros Mortgage Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, dated November 5, 2021, filed by the Company, Commission File No. 001-40993)

3.2		Amended and Restated Bylaws of Claros Mortgage Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, dated November 5, 2021, filed by the Company, Commission File No. 001-40993)

10.1*+		Fourth Amended and Restated Short-Term Extension Letter Agreement by and among Claros Mortgage Trust, Inc., CMTG WF Finance LLC, CMTG WF Finance Holdco LLC, and Wells Fargo Bank, National Association, dated as of April 2, 2025

10.2*		Amendment No. 6 to Amended and Restated Master Repurchase Agreement by and among Claros Mortgage Trust, Inc., CMTG JP Finance LLC, and JPMorgan Chase Bank, National Association, dated as of March 31, 2025

10.3		Amendment No. 4 to Guarantee Agreement by and between Claros Mortgage Trust, Inc. and Wells Fargo Bank, National Association, dated as of January 31, 2025 (incorporated by reference to Exhibit 10.60 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)

10.4		Fourth Amendment to Amended and Restated Guarantee Agreement by and between Claros Mortgage Trust Inc. and Goldman Sachs Bank USA, dated as of January 31, 2025 (incorporated by reference to Exhibit 10.68 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)

10.5		Claros Mortgage Trust, Inc., Amended and Restated Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.76 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)

10.6		Eighth Amendment to Master Repurchase Agreement by and between CMTG BB Finance LLC and Barclays Bank PLC, dated as of January 23, 2025 (incorporated by reference to Exhibit 10.77 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)

10.7		Fourth Amendment to Guaranty by and between Claros Mortgage Trust, Inc. and Barclays Bank PLC, dated as of January 23, 2025 (incorporated by reference to Exhibit 10.78 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)

10.8		Second Amended and Restated Short-Term Extension Letter Agreement by and among Claros Mortgage Trust, Inc., CMTG WF Finance LLC, CMTG WF Finance Holdco LLC and Wells Fargo Bank, National Association, dated as of January 24, 2025 (incorporated by reference to Exhibit 10.80 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)

10.9		Third Amended and Restated Short-Term Extension Letter Agreement by and among Claros Mortgage Trust, Inc., CMTG WF Finance LLC, CMTG WF Finance Holdco LLC, and Wells Fargo Bank National Association, dated as of January 1, 2025 (incorporated by reference to Exhibit 10.81 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)

10.10		Amendment No. 4 to Guarantee Agreement by and between Claros Mortgage Trust, Inc. and JPMorgan Chase Bank, National Association, dated as of February 6, 2025 (incorporated by reference to Exhibit 10.82 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)

10.11		Fourth Amendment to the Guaranty by and between Claros Mortgage Trust, Inc. and Morgan Stanley Bank, N.A., dated as of February 10, 2025 (incorporated by reference to Exhibit 10.83 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)


10.12		Amendment No. 5 to Guarantee Agreement by and between Claros Mortgage Trust, Inc. and JPMorgan Chase Bank, National Association, dated as of February 11, 2025 (incorporated by reference to Exhibit 10.84 to the Annual Report on Form 10-K, dated February 19, 2025, filed by the Company, Commission File No. 001-40993)

10.13		Uncommitted Master Repurchase Agreement by and among CMTG JNP Finance LLC, Claros Mortgage Trust, Inc., and JPMorgan Chase Bank, National Association, dated as of March 31, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, dated April 4, 2025, filed by the Company, Commission File No. 001-40993)

10.14		Amendment No. 4 to Master Repurchase and Securities Contract by and between CMTG WF Finance LLC and Wells Fargo Bank, National Association, dated as of April 30, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, dated May 5, 2025, filed by the Company, Commission File No. 001-40993)

10.15*		Amendment No. 1 to Master Repurchase and Securities Contract by and among Claros Mortgage Trust, Inc., CMTG WF Finance LLC, CMTG WF Finance Holdco LLC and Wells Fargo Bank, National Association, dated as of January 24, 2022

10.16*		Amendment No. 3 to Master Repurchase and Securities Contract by and among Claros Mortgage Trust, Inc., CMTG WF Finance LLC, CMTG WF Finance Holdco LLC and Wells Fargo Bank, National Association, dated as of August 22, 2022

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*		Filed herewith

+		Portions of this exhibit (indicated by asterisks) have been omitted pursuant to Regulation S-K, Item 601(b)(10) or certain schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). Such omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	Claros Mortgage Trust, Inc.

Date: May 7, 2025	By:	/s/ Richard J. Mack
		Richard J. Mack
		Chief Executive Officer and Chairman (Principal Executive Officer)

Date: May 7, 2025	By:	/s/ J. Michael McGillis
		J. Michael McGillis
		Chief Financial Officer, President and Director (Principal Financial and Accounting Officer)