BrightSpire Capital, Inc. — fact timeline

BrightSpire Capital, Inc. entered into Purchase and Sale Agreement with ALTOAZ001 LLC and ALTRCA001 LLC (together, the Purchasers) valued at $300,000,000 (effective 2026-06-12).

“On June 12, 2026, (the "Effective Date"), CLNC NNN Alberts AZ, LLC, a Delaware limited liability company, and CLNC NNN Alberts CA, LLC, a Delaware limited liability company (together, the "Sellers", which are subsidiaries of BrightSpire Capital, Inc., the "Company"), entered into an Agreement for Purchase and Sale of Real Estate (the "Purchase and Sale Agreement"), with ALTOAZ001 LLC, a Delaware limited liability company, and ALTRCA001 LLC, a Delaware limited liability company (together, the "Purchasers"), whereby the Purchasers agreed to acquire (the "Acquisition") two industrial real properties and improvements located in Tolleson, Arizona and Tracy, California (the Company's "Net Lease 1 Investment"). The total consideration for the Net Lease 1 Investment is $300,000,000 (the "Purchase Price"), subject to the prorations and adjustments described in the Purchase and Sale Agreement.”

BrightSpire Capital, Inc. shareholders approved Approval of a Second Amendment to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan.

“Proposal 4 — Approval of a Second Amendment to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan The Company’s stockholders approved the second amendment to the 2022 Equity Incentive Plan by the following vote: For Against Abstentions Broker Non-Votes 69,904,109 1,994,996 484,307 27,416,261”

BrightSpire Capital, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-12-31 meeting.

“Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote: For Against Abstentions 99,105,085 262,229 432,359”

BrightSpire Capital, Inc. shareholders approved Approval (on an advisory, non-binding basis) of Executive Compensation at the 2025-12-31 meeting.

“Proposal 2 — Approval (on an advisory, non-binding basis) of Executive Compensation The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as of December 31, 2025 as described in the Compensation Discussion and Analysis and executive compensation tables of the Proxy Statement. The table below sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 70,586,111 1,074,080 723,221 27,416,261”

BrightSpire Capital, Inc. shareholders approved Election of Directors.

“Proposal 1 — Election of Directors The following persons comprising the entire board of directors of the Company were duly elected as directors of the Company until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, by the following vote: Nominee For Withheld Abstentions Broker Non-Votes Catherine D. Rice 69,647,368 2,539,050 196,994 27,416,261 Kim S. Diamond 71,129,995 1,063,966 189,451 27,416,261 Catherine Long 69,672,485 2,511,208 199,719 27,416,261 Vernon B. Schwartz 71,606,343 595,533 181,536 27,416,261 Michael J. Mazzei 71,813,777 387,361 182,274 27,416,261”

BrightSpire Capital, Inc. reported the first quarter ended March 31, 2026 results: net income $4.8 million, or $0.03 per share, EPS $0.03 per share.

“The Company reported first quarter 2026 GAAP net income attributable to common stockholders of $4.8 million, or $0.03 per share”

BrightSpire Capital, Inc. incurred credit facility of up to $250.0 million with JPMorgan Chase Bank, National Association at term secured overnight financing rate with a tenor of one-month, plus a spread maturing March 12, 2029.

“with JPMorgan Chase Bank, National Association (“JPM”). The Repurchase Agreement provides up to $250.0 million to finance first mortgage loans”

BrightSpire Capital, Inc. entered into Guarantee Agreement with JPMorgan Chase Bank, National Association valued at partial recourse guaranty up to 25% of total amount due (effective 2026-03-12).

“BrightSpire Capital Operating Company, LLC (“Guarantor”) entered into a Guarantee Agreement with JPM (the “Guarantee”) on March 12, 2026, under which Guarantor agreed to a partial recourse guaranty of Seller’s payment and performance obligations under the Repurchase Agreement.”

BrightSpire Capital, Inc. entered into Master Repurchase Agreement with JPMorgan Chase Bank, National Association valued at $250,000,000 (effective 2026-03-12).

“On March 12, 2026, BrightSpire Credit 9, LLC (“Seller”), an indirect subsidiary of BrightSpire Capital, Inc. (the “Company”), entered into a Master Repurchase Agreement (the “Repurchase Agreement”) with JPMorgan Chase Bank, National Association (“JPM”).”

BrightSpire Capital, Inc. incurred senior notes of $544,350,00 with Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Barclays Capital Inc. maturing August 2043.

“Principal or Notional Amount of all Securities Ratings (Moody’s/KBRA) Initial Weighted Average Life of Notes (1) Fully Extended Weighted Average of Notes (2) Class A Notes $ 544,350,00 57.000 Aaa(sf) / AAA(sf) 2.98 years 4.63 years Class A-S Notes $ 102,662,00 10.750 NR / AAA(sf) 3.81 years 4.93 years Class B Notes $ 60,881,00 6.375 NR / AA-(sf) 4.42 years 5.01”

BrightSpire Capital, Inc. entered into Indenture with BRSP 2026-FL3 Ltd., BRSP 2026-FL3, LLC, BrightSpire Capital Advancing Agent, LLC, Wilmington Trust, National Association, Computershare Trust Company, National Association valued at Issuance of $544,350,000 Class A Notes, $102,662,000 Class A-S Notes, $60,881,000 Class B Notes, $59 (effective 2026-02-17).

“On February 17, 2026 (the “CLO Closing Date”), BrightSpire Capital, Inc. (the “Company”) entered into a collateralized loan obligation (the “CLO”) through its subsidiary real estate investment trust, BrightSpire Capital Mortgage Sub-REIT, LLC (“Sub-REIT”), and two wholly-owned subsidiaries of Sub-REIT, BRSP 2026-FL3 Ltd., a newly formed exempted company incorporated with limited liability under the laws of the Cayman Islands, as issuer (the “Issuer”), and BRSP 2026-FL3, LLC, a Delaware limited liability company, as co-issuer (the “Co-Issuer” and together with the Issuer, the “CLO Issuers”).”

BrightSpire Capital, Inc. amended Seventh Amendment to WLS Repurchase Agreement with Wells Fargo Bank, National Association valued at $500.0 million (effective 2025-12-16).

“On December 16, 2025, WLS Seller and Wells entered into an Amendment No. 7 to the WLS Repurchase Agreement (the “Seventh Amendment to WLS Repurchase Agreement”) and Fifth Amendment to Guarantee Agreement (the “Fifth WLS Guarantee Agreement”), under which Wells agreed that the required minimum consolidated tangible net worth of the Guarantor is reduced from $1.11 billion to $900 million, and to increase the facility size from $400.0 million to $500.0 million (with maximum upsize options to $600.0 million, subject to Wells approval).”

BrightSpire Capital, Inc. entered into Master Repurchase and Securities Contract with Wells Fargo Bank, National Association valued at up to $300.0 million (effective 2018-11-02).

“On November 2, 2018, CLNC Credit 8, LLC, now known as BrightSpire Credit 8, LLC (“WLS Seller”), an indirect subsidiary of BrightSpire Capital, Inc. (the “Company”), entered into a Master Repurchase and Securities Contract (the “WLS Repurchase Agreement”) with Wells Fargo Bank, National Association (“Wells”).”

BrightSpire Capital, Inc. amended Amendment No. 1 to Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the several lenders from time to time party thereto valued at $120.0 million (effective 2025-12-09).

“On December 9, 2025, BrightSpire Capital Operating Company, LLC (“BrightSpire OP”) (together with certain subsidiaries of BrightSpire OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amendment No. 1 to that certain Amended and Restated Credit Agreement (the “Amended Credit Agreement”), dated as of January 28, 2022, with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which Amended Credit Agreement the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $120.0 million, of which up to $25.0 million is available as letters of credit.”

BrightSpire Capital, Inc. amended revolving credit of $120,000,000 with JPMorgan Chase Bank, N.A. at Term SOFR rate plus 2.25% or base rate plus 1.25% maturing December 8, 2028.

“Amendment No. 1 to Amended and Restated Credit Agreement On December 9, 2025, BrightSpire Capital Operating Company, LLC (“BrightSpire OP”) (together with certain subsidiaries of BrightSpire OP from time to time party thereto as borrowers, collectively, the “Borrowers”) entered into an Amendment No. 1 to that certain Amended and Restated Credit Agreement (the “Amended Credit Agreement”), dated as of January 28, 2022, with JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the several lenders from time to time party thereto (the “Lenders”), pursuant to which Amended Credit Agreement the Lenders agreed to provide a revolving credit facility in the aggregate principal amount of up to $120.0 million, of which up to $25.0 million is available as letters of credit.”

BrightSpire Capital, Inc. engaged Deloitte & Touche LLP as its auditor.

“the appointment of Deloitte & Touche LLP ("Deloitte") to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025”

BrightSpire Capital, Inc. dismissed Ernst & Young LLP as its auditor.

“Ernst & Young LLP (“E&Y”), which had previously served as the Company’s independent registered public accounting firm, was invited to participate in this process. As a result of this competitive selection process, on February 24, 2025, the Audit Committee approved (i) the appointment of Deloitte & Touche LLP (“Deloitte”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and (ii) the dismissal of E&Y as the Company’s independent registered public accounting firm, effective February 24, 2025.”

BrightSpire Capital, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2024-05-16 meeting.

“Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, by the following vote: For Against Abstentions Broker Non-Votes 96,821,072 810,429 188,362 0”

BrightSpire Capital, Inc. shareholders approved Approval (on an advisory, non-binding basis) of Executive Compensation at the 2024-05-16 meeting.

“Proposal 2 — Approval (on an advisory, non-binding basis) of Executive Compensation The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as of December 31, 2023 as described in the Compensation Discussion and Analysis and executive compensation tables of the proxy statement for the Annual Meeting. The table below sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 69,370,153 2,207,450 889,452 25,352,808”

BrightSpire Capital, Inc. shareholders approved Election of Directors at the 2024-05-16 meeting.

“Proposal 1 — Election of Directors The following persons comprising the entire Board of Directors of the Company were duly elected as directors of the Company to serve until the Company’s 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified, by the following vote: Nominee For Withheld Abstentions Broker Non-Votes Catherine D. Rice 71,335,167 956,423 175,465 25,352,808”

BrightSpire Capital, Inc. reported first quarter ended March 31, 2024 results: net income ($57.1) million, or ($0.45) per share, EPS ($0.45) per share.

“The Company reported first quarter 2024 GAAP net loss attributable to common stockholders of ($57.1) million, or ($0.45) per share, Distributable Earnings of $22.5 million, or $0.17 per share, and Adjusted Distributable Earnings of $29.7 million, or $0.23 per share.”

BrightSpire Capital, Inc. reported fourth quarter and full year ended December 31, 2023 results: net income fourth quarter 2023 GAAP net loss attributable to common stockholders of ($16.3) million, or ($0.13) per share.

“On February 21, 2024, BrightSpire Capital, Inc. (the “Company”) issued a press release announcing its financial position as of December 31, 2023 and its financial results for the fourth quarter and full year ended December 31, 2023.”

BrightSpire Capital, Inc. reported the third quarter ended September 30, 2023 results: net income $12.4 million, EPS $0.09 per share.

“The Company reported third quarter 2023 GAAP net income attributable to common stockholders of $12.4 million, or $0.09 per share”

BrightSpire Capital, Inc. reported the second quarter ended June 30, 2023 results: net income ($7.5) million, or ($0.06) per share, EPS ($0.06) per share.

“The Company reported second quarter 2023 GAAP net loss attributable to common stockholders of ($7.5) million, or ($0.06) per share, Distributable Earnings of $21.1 million, or $0.16 per share, and Adjusted Distributable Earnings of $32.0 million, or $0.25 per share.”

BrightSpire Capital, Inc. shareholders rejected Approval of charter amendment to eliminate supermajority voting requirement at the 2023-05-16 meeting.

“Proposal 4 — Approval of the Charter Amendment The Company’s stockholders did not approve the Charter Amendment. The Charter Amendment would have eliminated the supermajority voting requirement in Article VIII of the Charter, so that any and all amendments to the Charter (except for those amendments permitted to be made without stockholder approval under Maryland law or by a specific provision in the Charter) would require the affirmative vote of a majority of all the votes entitled to be cast on the matter. The Charter Amendment required a two-thirds approval of all votes entitled to be cast on the matter. Votes “For” accounted for approximately 58% (i.e., less than the two-thirds threshold required) of all votes entitled to be cast on the matter, as set forth below: For Against Abstentions Broker Non-Votes 75,048,697 925,790 518,620 25,588,258”

BrightSpire Capital, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm at the 2023-05-16 meeting.

“Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, by the following vote: For Against Abstentions Broker Non-Votes 100,332,780 1,517,921 230,664 0”

BrightSpire Capital, Inc. shareholders approved Advisory vote on executive compensation at the 2023-05-16 meeting.

“Proposal 2 — Approval (on an advisory, non-binding basis) of Executive Compensation The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as of December 31, 2022 as described in the Compensation Discussion and Analysis and executive compensation tables of the proxy statement for the Annual Meeting. The table below sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 72,683,759 3,305,114 504,234 25,588,258”

BrightSpire Capital, Inc. shareholders approved Election of Directors at the 2023-05-16 meeting.

“Proposal 1 — Election of Directors The following persons comprising the entire Board of Directors of the Company were duly elected as directors of the Company to serve until the Company’s 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified, by the following vote: Nominee For Withheld Abstentions Broker Non-Votes Catherine D. Rice 75,350,566 951,115 191,426 25,588,258 Kim S. Diamond 74,779,574 1,498,220 215,313 25,588,258 Catherine Long 74,663,358 1,619,054 210,695 25,588,258 Vernon B. Schwartz 75,188,373 1,100,507 204,227 25,588,258 John E. Westerfield 70,335,472 5,945,432 212,203 25,588,258 Michael J. Mazzei 75,488,689 804,240 200,178 25,588,258”

BrightSpire Capital, Inc. reported the fourth quarter and full year ended December 31, 2022 results: net income GAAP net income attributable to common stockholders of $4.2 million, or $0.03 per share, EPS $0.03 per share.

“The Company reported fourth quarter 2022 GAAP net income attributable to common stockholders of $4.2 million, or $0.03 per share”

BrightSpire Capital, Inc. reported third quarter ended September 30, 2022 results: net income $(20.5) million, EPS $(0.16) per share.

“The Company reported third quarter 2022 GAAP net loss attributable to common stockholders of $(20.5) million, or $(0.16) per share, and Distributable Loss of $(24.7) million, or $(0.19) per share.”

Michael J. Mazzei changed role as President at BrightSpire Capital, Inc..

“Michael J. Mazzei will no longer serve as President and will continue as Chief Executive Officer and member of the board of directors of the Company.”

Andrew E. Witt was appointed as President at BrightSpire Capital, Inc..

“On February 16, 2022, the board of directors of the Company approved the appointment of Andrew E. Witt as President of the Company, effective February 22, 2022.”

Catherine Long was appointed as Director at BrightSpire Capital, Inc..

“On December 1, 2021, the Board of Directors (the “Board”) of BrightSpire Capital, Inc. (the “Company”) increased the size of the Board from six to seven members and appointed Catherine Long to the Board and audit committee of the Board, effective December 1, 2021.”

Kim S. Diamond was appointed as Director at BrightSpire Capital, Inc..

“On October 13, 2021, the Board of Directors (the “Board”) of BrightSpire Capital, Inc. (the “Company”) increased the size of the Board from five to six members and appointed Kim S. Diamond to the Board, effective October 13, 2021.”