BrightSpire Capital, Inc.

Good day and welcome to the Bright Spire Capital second quarter 2026 earnings conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your touchstone phone. To withdraw your question, please press star then two. Please note, this event is being recorded. I would now like to turn the conference over to David Palame, General Counsel. Please go ahead.

Good morning and welcome to Brightspire Capital's second quarter 2026 earnings conference call. We will refer to Brightspire Capital as Brightspire, BRSP, or the company throughout this call. Speaking on the call today are the company's Chief Executive Officer Mike Mazzei, President and Chief Operating Officer Andy Witt, and Chief Financial Officer Frank Saracino. Before I hand the call over, please note that on this call, certain information presented contains forward-looking statements. These statements, which are based on management's current expectations, are subject to risks, uncertainties, and assumptions. Potential risks and uncertainties could cause the company's business and financial results to differ materially. For a discussion of risks that could affect results, please see the risk factors section of our most recent 10-K and other risk factors and forward-looking statements in the company's current and periodic reports filed with the SEC from time to time. All information discussed on this call is as of today, July 29, 2026, and the company does not intend and undertakes no duty to update for future events or circumstances. In addition, certain financial information presented on this call represents non-GAAP financial measures. The company's earnings release and supplemental presentation, which was released yesterday afternoon and is available on the company's website, presents reconciliations to the appropriate GAAP measures and an explanation of why the company believes such non-GAAP financial measures are useful to investors. Before I turn the call over to Mike, I will provide a brief recap on our results. The company reported second quarter gap net loss attributable to common stockholders of $18.3 million or $0.15 per share, distributable earnings of $15.8 million or $0.12 per share, and adjusted distributable earnings of $16.8 million or $0.13 per share. The company also reported GAAP net book value of $6.81 per share and undepreciated book value of $8.10 per share as of June 30, 2026. Finally, during this call, management may refer to distributable earnings as DE. With that, I would now like to turn the call over to Mike.

Thanks, David, and welcome to our second quarter of 2026 earnings call. We had a very active second quarter. Along with solid loan originations, we completed our largest quarterly share buyback while our asset management team continued to advance REO and watch list resolutions. Further, we took another meaningful step in rotating out of real estate equity investments and into our core strategy of first mortgage loans. Starting with loan originations, we closed 10 loans in the second quarter for $319 million, and subsequent to quarter end, we closed an additional three loans for $117 million. Further, we currently have four loans for $178 million in execution. Upon closing these loans, our loan book will be just over $3 billion. Our next milestone for the loan book is $3.5 billion, which we expect to achieve around year end. Moving to capital deployment, during the quarter, we bought back 3.8 million shares for $21 million. We took advantage of what we viewed as a compelling market opportunity, evidenced by extreme high daily trading volumes in our stock during this window. We will continue to look at buybacks as the circumstances present themselves. Frank will discuss the details and impact of the buyback. Turning to the sale of Albertson's triple net equity position, Last month, we filed a Form 8-K, disclosing the details of the sale, which is expected to close in the third quarter. As noted, the sale price was $300 million, inclusive of the assumption of $200 million of CMBS debt. This sale removes refinancing risk associated with the 2028 debt maturity. As a reminder, the current debt interest rate is 4.77%, which is nearly flat to the current 10-year Treasury. Among the factors we considered were refinancing at a much higher rate, along with the potential for reduction in loan proceeds, thus requiring additional equity capital. For these reasons, the impact of the refinancing would have resulted in a substantial ROE reduction associated with this investment. We also anticipate deploying the $100 million of freed-up capital at a higher ROE than we currently have. While this proactive sale slightly delays reaching full dividend coverage by year-end as it previously anticipated, it reflects the correct course of action from a corporate finance, risk management, and strategic perspective. Once the sale of Albertsons closes, our remaining net lease portfolio will be concentrated in two investments. The first is the Aurora, Colorado office net lease, where we are currently in negotiations with the tenant regarding a lease extension. The tenant has indicated a desire to stay at the property with some anticipated TI contributions from Brightspire. The debt on this asset matures this August, and we are currently working with the servicer on a maturity extension. The second is the Indianapolis office and lab space property. While there are four and a half years remaining on this lease, the tenant has put us on notice they will not be planning to renew. We are exploring all options to maximize value and achieve the best outcome, which may include the as-is sale of the property with the current lease in place. The debt on this does not come due until October 2027. As always, please refer to a supplement which contains more detailed information on all the net lease assets. Moving to the watch list. During the quarter, we continue to make progress. Three watch list loans were resolved, totaling $99 million, and while two loans were added, there was a combined net reduction of $30 million. Importantly, we are scheduled to continue reducing exposure in the back half of 2026, given the occupancy improvements of each of the remaining underlying properties. On the REO side, we now have two multifamily properties under contract for sale. The remaining assets each have a timeline for resolution. some of which are planned for this year. Andy will provide more details in a moment. In closing, as we look at the second half of the year, we expect to continue to recycle capital and grow the loan book to approximately $3.5 billion circa year-end. At the same time, ongoing originations will continue to improve the portfolio composition with lower average loan sizes and reduced concentrations focused on more multifamily and less office. I will also note the composition of the portfolio is on the verge of predominantly post-rate hike originations. Given this progress, along with the continued tailwinds in the CRE debt capital markets, we also expect to issue our second CLO this year. This will mark the first time we issued two CLOs in the same year. We are encouraged by the continued progress we are making with each passing quarter. and we are optimistic about our ability to grow earnings and re-establish positive dividend coverage. With that, I will turn the call over to our president, Andy Witt. Andy?

Thank you, Mike. During the second quarter, we continued to make solid progress across all areas of the business. The focus remains on growing the underlying loan portfolio through new originations fueled by capital primarily generated from the resolution of watch list loans and REO assets. As Mike highlighted, Bright Spire's originations activity has been healthy. We continue to see ample deal flow with our year-to-date pipeline volume trending well ahead of 2025. The market continues to be primarily driven by an abundance of multifamily and refinancings. Full loan spreads for multifamily continue to center around 250 basis points over SOFR. Warehouse lenders remain active and constructive, and the 2026 CRE COO market issuance stands at approximately $29 billion across 28 deals, just shy of issuance for the full year 2025. Year-to-date, Brightspire has committed $892 million of capital across 24 loans, with an average loan balance of $37 million. Loan Origination's activity for the second quarter consisted of 10 loans with an aggregate commitment of $319 million. Repayments during the quarter consisted of $123 million across seven positions, including three watch list loans. As of quarter end, the loan portfolio is comprised of 106 loans and an aggregate loan balance of approximately $2.9 billion, a net increase of nearly $200 million quarter over quarter. The weighted average loan balance across the entire portfolio is $27 million and has a weighted average risk ranking of 3.0. As it relates to portfolio management, during the second quarter, exposure to watch list loans continues to be directionally positive despite two additions to the loan list. The $11 million Denver office loan added to the watch list during the quarter is expected to be sold in the near term. During the quarter, we also added a $57 million Las Vegas multifamily loan to the watch list. In terms of watchlist updates, the Austin, Texas multifamily loan has experienced positive recent leasing momentum, marking a significant turnaround in performance at the asset level. The property is currently operating near stabilized occupancy levels. The Dallas office loan, our most tenured watch list loan, is approaching 70% occupancy and is expected to improve. We are encouraged by the positive progress at both properties, and this may lead to resolutions in the short term. Watchlist resolutions during the quarter consisted of three repayments for a total of $99 million, resulting in $30 million net reduction in Watchlist loan exposure. Currently, the Watchlist is comprised of four loans with an aggregate loan balance of $136 million. Turning to the REO front, there are six properties with a gross book value of $330 million, of which two multifamily assets with a combined NAV of $62 million are under contract for sale. The remaining two multifamily assets with a combined net asset value of $84 million are expected to be in the market over the next few quarters. We continue to make progress on the execution of the value-add programs at both the Arlington, Texas and Dallas, Texas multifamily properties. Under Bright Spire's ownership, our in-house asset management team is making progress at these assets, bringing their resolutions closer. The final two REO properties consist of the San Jose Hotel and the Santa Clara Multifamily Predevelopment Property. As for the Santa Clara Predevelopment Property, we continue to remain patient as the market recovery currently underway continues to gain momentum. Of note, the Bay Area is experiencing the largest rent increases in the country, and the Santa Clara property is benefiting from these improvements. Lastly, with regard to the San Jose hotel loan, we are making substantial progress addressing deferred maintenance, including elevator retrofits. The hotel has seamlessly hosted the major recent sporting events, and we continue to target a resolution in 2027. In summary, we made meaningful progress during the quarter in all phases of the business. and the results were in line with expectations. Looking ahead, our focus remains on executing our business objectives, which will result in portfolio and earnings growth. With that, I will turn the call over to Frank Saracino, our Chief Financial Officer.

Frank?

Thank you, Andy, and good morning, everyone. For the second quarter, we generated adjusted D at $16.8 million, or 13 cents per share. Second quarter DE was $15.8 million, or $0.12 per share, which includes specific reserves of approximately $1 million. Additionally, we reported total company gap net loss of $18.3 million, or $0.15 per share, which also includes approximately $9 million of operating real estate impairment related to two legacy retail triple net assets and an REO multi-family property. First, the two legacy retail triple net assets. Earlier this year, we received notice of default on mortgage notes payable cross-collateralized by five retail triple net properties. In April 2026, the receiver was appointed and took possession and full control of one triple net lease Indiana retail property, requiring deconsolidation of the related assets and liabilities from the company's consolidated balance sheets. This resulted in our recording a $2.4 million operating real estate impairment charge in the second quarter of 2026. In July, a second receiver was appointed and took possession and full control of one triple net lease asset Illinois retail property. As a result, we will deconsolidate the related assets and liabilities from the company's consolidated balance sheet in the third quarter. Accordingly, we also recorded an impairment charge of $3.1 million during the second quarter. Importantly, these gap impairment charges had an immaterial impact on our undepreciated book value as we had written down both investments two years ago. Next, as Mike mentioned earlier, during the second quarter, we agreed to sell a previously REO'd multifamily property located in Mesa, Arizona. Based on expected net sales proceeds, we recorded a gap impairment charge of approximately $3.8 million and an approximate $6.5 million reduction to undepreciated book value. We expect the sale of this property to close during the third quarter. Quarter over quarter, total company gap net book value decreased to $6.81 per share from $7.05 in the first quarter. Unappreciated book value decreased to $8.10 per share from $8.24. The change is mainly attributable to an increase in our CISO reserves and the real estate impairments discussed earlier, offset by share repurchases. Looking at CISO reserves, during the second quarter, we recorded and charged off specific CISO reserves of approximately $1 million, resulting from the resolution of our three risk-ranked five loans. Our general CECL provision increased to $100 million or 327 basis points on total loan commitments compared to $87 million or 306 basis points reported in the first quarter. The increase was driven by macroeconomic conditions as well as specific inputs on certain loans. As Mike highlighted earlier, during the second quarter, we repurchased a little over 3.8 million shares for approximately $21 million at an average share price of $5.46. This resulted in an $0.08 increase to the company's underappreciated book value per share. Following this activity, we have approximately $29 million remaining under our stock repurchase program. Our debt-to-assets ratio is 70% and our debt-to-equity ratio is 2.7 times. And finally, our liquidity as of today stands at approximately $131 million. This includes $45 million of cash, $30 million available under our credit facility, and approximately $56 million of approved but undrawn borrowings available on our warehouse lines. This concludes our prepared remarks, and with that, let's open it up for questions. Operator?

Thank you. We will now begin the question and answer session. To ask a question, you may press star, then 1 on your touchtone phone. To withdraw your question, please press star, then two. We ask that you please limit yourself to one question and one follow-up question. If you have additional questions, you may re-enter the question queue. At this time, we will pause momentarily to assemble our roster. And the first question, We'll come from Gabe Pogge from BTIG. Please go ahead.

Hey, guys. It's Gabe at Raymond James. Can you guys talk about one day as we go forward in conjunction with loan portfolio growth? I mean, you're talking about $3.5 billion by the end of the year. You're approaching $3.5 billion for the loan portfolio. Can we think about kind of at the top?

Dave, you're breaking up.

We can't hear you. You're breaking up, Gabe.

Can you guys hear me? Now we can.

Sorry, I'll try that one again. It's Gabe at Raymond James. Can you talk about how to think about the run rate for DE on a go-forward basis in conjunction with the significant loan portfolio growth that you guys have achieved? You're almost at $3 billion now. and a three and a half billion by the end of the year. How should we think about that kind of waterfall down to the bottom line while you're also working with Watch List REO?

Right. So they go hand in hand, as we've emphasized before, a lot of this capital for redeployment to the loan book is coming from the REO, some of which is completely unlevered and some which is very low levered, all of which is pretty much a drag on earnings right now because the REO Yield is low. Some of the multifamily assets are still, they're covering OpEx, but they're in lease. So as we pull that forward and we liquidate that portfolio, that'll get funneled into the loan book. As we said, we expect the loan book to get to $3.5 billion. And at the $3.5 billion, we thought, I guess indirectly I'm giving you forward guidance, but I mean, we thought by $3.5 billion, We would be covering the dividend. But for the fact, as we said on the call, we elected to hit an unsolicited bid on Albertsons, which we thought was an extraordinary bid. So we did that. So that's going to put us back a little bit. So as we move into 2027, the goal is to get the loan book closer to $4 billion by mid-year. And I think that as you get to Q2, Q3 2007, that's where we probably see More positive dividend coverage as we get to beyond three and a half and we redeploy the capital from Albertsons at what could be about 150 basis point higher ROE than we're getting today. So the sale of the Albertsons put out covering the dividend by maybe two quarters.

All good. That's helpful.

I still think I still think we'll get much closer to that than where we are today.

Got it. A quick follow-up on Texas and Arizona. Mike, you had been kind of clairvoyant in talking about pending issues in Texas and Arizona kind of over the course of heading into 2026. It was interesting to see you guys go back into Texas with three new loans, Arizona with two loans. Can you just talk about the landscape there, the opportunity set to kind of clean up some other folks' problems? Thank you.

We're cleaning up other folks' problems, and it goes both ways. We're selling things, in some cases, yes, below where our loan amount was. So there's been a reset in that market, and that is fueling a lot of asset sales right now. We've spoken about this before, where lenders are really pushing borrowers to either execute themselves, which could amount to a short sale, and we've done some of the refinancing ourselves of our own short sales recently. on market terms, or just straight foreclosures of which we've done as well. So we think a lot of that product that was done in 21-22 is refueling the pipeline for transaction sales all at a reset basis. And we're glad to go into that market again at much higher debt yields than we were in during the interest rate bubble. Andy, do you have anything you would add to that?

No, I think, I mean, the markets generally, you know, you're starting to see supply tail off in terms of new construction, and you're continuing to see job growth and positive dynamics from an in-migration perspective. So our general view is positive, and we think the setup is rather good for rent increases as we move into 2027 and beyond. Given the lack of new supply coming in behind it.

Thank you, guys.

Thanks, Gabe.

And the next question comes from Tom Catherwood from BTIG. Please go ahead.

Thanks, and good morning, everybody. Maybe, Mike, just sticking with that $3.5 billion portfolio goal by year-end, In the past, you know, you'd always talked about one of the keys to achieving that was selling down some of the REO, repatriating that capital. With the 10-year remaining for six and above, does that slow the pace, especially for multifamily assets, slow the pace of selling those and potentially push $3.5 billion out? Or are you willing to run leverage a little bit higher into the end of the year? just to meet that target goal?

I think by definition, as we get there, we're going to be wanting to leverage a little bit higher in the loan book. We're going to do a CLO fourth quarter. I won't say much more about it, but that leverage is 8% higher than what you get in the loan book. So the leverage will pick up a little bit more. But yeah, interest rates being where they are are no one's friend. It's hurting everyone, but it is what it is. But we're We're seeing a lot of buyers actually move into the floating rate part of the market away from the five-year where they're getting more done. From what we understand, there are plenty of applications sitting at Fannie and Freddie for five-year deals waiting for the five-year to tick down. We don't know if that's going to happen. In the meantime, the bridge market is open. The CLO market is very liquid with the amount of deals done already this year surpassing that of last year. So, no, we're pretty much full speed ahead. We may pause if we see bids come in on an asset that we really don't think reflect the value. We're always looking at the opportunity cost of capital as well, sitting on REO versus reinvesting at a much higher ROE. But we plan on forging ahead, despite where rates are. I think it would probably take another 25 basis points up from here, where the 10-year gets closer to 5%, where you see the market have a big impact. We're still seeing buyers active in the market at cap rates, you know, at around where treasuries are, which shows their expression of optimism around what Andy alluded to earlier. No supply coming in 2027 and rent increases from that point on. So the market is still bidding things pretty aggressively in anticipation of rent growth.

Got it. Appreciate that, Mike. And then last one for me. Maybe unpacking the CECL uptick a bit more. Obviously, you talked about working through a number of the watch list loans. There's no more five rated ones there. You had the two migrations, but it was a pretty substantial uptick on a percentage basis of the overall portfolio in CECL. And Frank, I know you mentioned Some was more on the specific side. Some was more on the portfolio side. But I guess, what had the bigger contribution to that increase? Was it on specific assets, like maybe the Las Vegas multifamily that was added to the watch list? Or is this just portfolio-wide, you were more concerned about economic conditions?

So I think that, you know, we don't give a lot of insight, but it was probably 50-50 between and a fair number of office loans. And we take a hard look at those loans every quarter, but also remember we generated a bunch of new loans during the quarter, and that obviously adds to CECL as well.

Got it.

Thanks, everyone.

Thank you. And the next question will come from Timothy Diagnostino with B. Reilly Securities. Please go ahead.

Good morning, and thank you for taking the questions. During the prepared remarks, I believe it was mentioned that multifamily is being written at about SOFR plus 250. And I was wondering if you could provide maybe a little color about where you're writing industrial. It seems that through the first half of 26, you know, that's a little bit of a bigger chunk of the origination than compared to 2025. Thank you.

Well, there's a lot of industrial sale activity going on. We have not done a ton of industrial at all. And part of that is because we really favor properties where there's more granularity in the rent roll. And we steer away from assets that have a lot of binary lease-up risk, one, from a credit standpoint, two, from an execution standpoint. It's something that line lenders don't like, and it's something that execute less efficiently in a CLO format. So we've been really focused on on Multi. Industrial has gotten tighter, I'd say much more inside of 300 than it was last year, where it was posting around 325. So you're seeing the market is getting very aggressive. And my guess is industrial is probably 25, 30 basis points wider than multifamily. But we're seeing, as we alluded to earlier, with the reset that's going on in multifamily, we're seeing a lot of opportunities there, enough to fill the book. And we're seeing an opportunity to rotate the book toward more Average loan size, $30 million multifamily loans, which is clearly what we favor at this point. We're open for industrial business, but like I said, what we've been seeing has been too much with binary rent wall risk.

Okay, great. Thanks for the color. And if I could just ask a follow-up, just generally speaking on the loan originations, it seems year-to-date 26, the average loan size is about $37 million compared to about $29 million and $25 million. Are deals just generally a little bit bigger out in the market, or do you see yourself going a little bit upmarket? And I know it's only an $8 million increase, but just kind of any color there would be great. Thank you.

Andy?

Yeah, I wouldn't read too much into the average loan size. We are trying to stay away from rather small loans, so sub $20 million loans. But again, I wouldn't read too much into it. It's really a function of what's been available, what we've been successful on. And I think you can underwrite going forward that our average loan balance will be somewhere in that $30 to $35 million range.

Okay, great. Thank you for taking the questions today.

Thank you. The next question will be from Jason Weaver from Jones Trading.

Hey, good morning, guys. Thanks for taking the question. In conjunction with your prepared remarks, it looks like three cues off to a really strong start with, you know, July almost as high as the second quarter total. Can you talk about a bit how the pipeline is shaping up here and how we should think about cadence through the end of September?

Andy?

Yeah, so this year, we had a strong start to the year in terms of volume at the top end of the funnel. That's continued into the second quarter. To date, we've seen about $57 billion worth of product. And again, it's important to highlight that we are targeting the middle markets. So that's over a substantial number of opportunities. And in terms of what we're seeing going forward, We expect the trend to continue into the back half of the year. So as we look at kind of expectations in terms of top end of the funnel, that could be somewhere in the $110, $120 billion range by year end, given what we're seeing at this point.

Dan, I don't know if you have anything you'd like to add. I would just add that If the trend continues and we hit the numbers that Andy just said, the total top of the funnel would eclipse the very robust years of 21 and 22, where we were over $100 billion but under $110 billion. So the pipelines continue to grow. It's been more refi than acquisition to date, but that is also starting to move a little bit, with an expectation that more acquisitions might show up in the second half.

Got it, thanks for that. And then secondly, it looks like, as it pertains to your REO, the second quarter NOI on the San Jose hotel property was down about a million from last quarter. Can you talk about the drivers there and how we should think about the run rate for valuation purposes going forward?

Yeah, hi, this is Matt Heslin. There's a fair amount of seasonality at that hotel, so it's not unexpected for what we've seen in the past. So we do see a drop off a little bit in the summer, and then the spring and winter months tend to be a little bit stronger. So not unexpected, not different than what we've seen in past years.

Got it. Thank you for the color.

And again, if you would like to ask a question, please press star, then 1. The next question comes from Gaurav Mehta from Alliance Global Partners. Please go ahead. Thank you. Thank you. Good morning.

Following up on property NOI, what's the impact of the expected REO sales and triple N sales on the run rate NOI going forward?

Just one property. It's not significant.

The REO properties that are going to be sold, it's not significant.

Okay. On the balance sheet, you talked about $29 million remaining under the stock repurchase plan. Should we expect more share repurchases going forward?

We'll always balance the origination pipeline versus cash on hand. There is always a preference or bias toward organic growth of the loan book. Having said that, we indicated that our buybacks last quarter were at $5.46 a share. We know where the stock is trading today. It's attractive. But like I said, that doesn't necessarily mean we absolutely will go into the market. We'll balance, as I said, cash on hand versus our pipeline. But yes, we bought at $5.46 and we're trading at $5.07 right now.

All right. Thank you. That's all I had.

Ladies and gentlemen, this concludes our question and answer session. I would like to turn the conference back to Mike Mazzei for any closing remarks.

Well, thank you for joining us today. As always, we are available for one-on-one, so reach out if you'd like to coordinate that. Otherwise, we look forward to seeing you at the end of Q3. Thank you.

Thank you, sir. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.