BrightSpire Capital (BRSP): Dividend, Book Value, 13D

Nineteen quarters: dividend, three earnings measures and two book values

BrightSpire reports three earnings numbers every quarter. GAAP net income is the accounting result. Distributable Earnings adds back non-cash equity compensation, depreciation, impairments of real estate and general CECL reserves, but keeps specific CECL reserves, which are reserves on loans the company has judged likely to lose money. Adjusted Distributable Earnings also adds back specific CECL reserves and realized gains and losses. The 10-Q says the company considers Distributable Earnings “in determining the dividend, if any, to be paid.” Per-share figures are rounded in the filings.

Two readings of the table. First, in the 16 quarters since Q3 2022 GAAP book value has fallen every time, from $10.87 to $6.81. The two years of 2024 and 2025 took $2.53 off it (from $9.83 at Q4 2023 to $7.30 at Q4 2025, our arithmetic) while the company declared $1.36 a share in dividends. Second, Adjusted Distributable Earnings has been below the old $0.20 dividend since Q4 2024 ($0.18) and fell below the new $0.16 in Q4 2025 ($0.15), then $0.14 in Q1 2026 and $0.13 in Q2 2026. The company's own coverage line (adjusted earnings divided by dividend) read 100%, 113%, 100% and 94% for the four quarters of 2025; our arithmetic on rounded per-share numbers gives 88% for Q1 2026 and 81% for Q2 2026.

The cut to $0.16, and what the headline measure leaves out

The dividend was $0.18 for Q4 2021, $0.19 for Q1 2022 and $0.20 from Q2 2022 to Q2 2024. With the Q2 2024 results (July 30, 2024) the board declared $0.16 for Q3 2024, a 20% cut. The chief executive, Michael J. Mazzei, gave the reason in the release: “The reduction in our book value this past quarter was largely driven by legacy office equity investments.” He continued that “the loss of cash earnings from these legacy equity investments is more near term versus our future loan origination timeline. Therefore, in planning for the long term, we are reducing the dividend through this reinvestment period.” GAAP book value had dropped from $9.10 to $8.41 in that quarter.

The company has held $0.16 for nine declarations since (Q3 2024 to Q3 2026, our count; the Q3 2026 dividend was declared September 14, payable October 14, 2026, by press release). Whether it holds is a board decision; the revolver's credit agreement “limits dividends to an amount required to maintain REIT status or to avoid income tax and restricts stock repurchases,” per the 10-K.

Dividends declared for 2024 are the four quarterly declarations ($0.20, $0.20, $0.16, $0.16); the tax table shows $0.76 because it counts what was paid in the calendar year, including the January 2024 payment of the Q4 2023 dividend. Cash paid to common stockholders was $99.1 million in 2024 and $83.0 million in 2025. Q4 2025 is the quarter that shows the difference between the two earnings measures: Distributable Loss of $(35.5) million, or $(0.28) a share, after $54.9 million of specific CECL reserves ($0.43 a share, our arithmetic), and Adjusted Distributable Earnings of $19.3 million, or $0.15. The same pattern, in smaller size, is in the other quarters of 2025.

Two book values, and the 57-cent remark

GAAP book value is stockholders' equity divided by shares: $863.0 million over 126.8 million shares is $6.81. Undepreciated book value adds back $191.2 million of accumulated depreciation and amortization on owned real estate and subtracts a $26.7 million non-GAAP impairment, giving $1,027.5 million, or $8.10. Nothing is hidden in the second measure, but it assumes that the depreciation the company has taken on the buildings it owns was an accounting charge and not a real loss in value. The supplement puts the pieces side by side per share.

In the quarter undepreciated book value went from $8.24 to $8.10: buybacks added $0.08, the change in the CECL reserve took $0.11, real estate impairment $0.07 and earnings less dividends and other items $0.03 (the supplement's bridge). The company's own yield figure in the supplement is 12.2%, which is $0.64 divided by the $5.23 closing price on July 24, 2026 that it cites. That price is 65% of undepreciated and 77% of GAAP book value (our arithmetic). We have no later price from a primary source; the 13D below, written September 4 and filed September 29, says the shares were at about 57 cents on the dollar of the $8.10, which would be about $4.62 (our arithmetic). Neither number is a view on whether the price is right.

Buybacks are the company's own use of the gap. It bought 1.2 million shares at $5.52 in 2024 ($6.6 million), 2.0 million at $5.35 in 2025 ($10.9 million) and, in the second quarter of 2026 alone, 3.6 million at $5.47 for $19.5 million, which the earnings release calls “the largest quarterly share buyback in the Company's history.” A new $50.0 million program runs to April 30, 2027, and $30.5 million of the old one was unused at June 30. Shares outstanding fell from 128.6 million to 126.8 million in six months, 1.4% (our arithmetic). Against $99.1 million and $83.0 million of dividends paid in 2024 and 2025, the buybacks of those two years total $17.5 million.

The September 2026 Schedule 13D

On September 29, 2026 CWRE SSF Securities Holding, LP, with its general partner CWRE Special Situations Fund GP, LLC and manager CW Investment Advisers, LLC (all of Los Angeles), filed a Schedule 13D covering 10,982,257 Class A shares, 8.7% of the 126,524,180 outstanding on July 28, 2026. It paid about $62.4 million, an average near $5.68 a share (our arithmetic), and says it bought because it believed the shares were undervalued. It is the only Schedule 13D in BrightSpire's filing list since January 2024; before it the holder had reported on Schedule 13G, the form for passive holders.

The sequence in the filing: the holder says it had from time to time spoken with the board and management about the 9.8% ownership limit in the charter. On August 5, 2026 it asked the board for a waiver so it could buy more. On August 12 the chief executive replied for the board that it was unable to grant it “at that time.” On September 4 it sent a revised request to the independent directors, noting the shares were “trading at approximately 57 cents on each dollar of reported undepreciated book value” and that the company had itself repurchased shares at higher prices. On September 14 the independent chair answered that the board had determined that granting the waiver was “not in the best interests of the Company's stockholders.” The holder then wrote that it could “no longer remain passive investors.”

What the 13D does not say matters as much. It makes no offer, names no nominee and calls no meeting. It lists the things the holder may do, among them “making proposals to the Issuer concerning changes to the capitalization, ownership structure, including a sale, merger, or other business combination involving the Issuer as a whole or in parts” and board changes. At 8.7% the holder is 1.1 points below the 9.8% limit. Whether anything follows will show in later amendments to the 13D and in the company's proxy materials, none of which exist yet.

From Colony Credit Real Estate to BrightSpire: what the filings say about the past

The shares began trading on the NYSE on February 1, 2018 under the symbol CLNC. On June 24, 2021 the company changed its name from Colony Credit Real Estate, Inc. to BrightSpire Capital, Inc. and its ticker to BRSP. Before that, on April 30, 2021, it internalized management: it paid its previous external manager a one-time $102.3 million in cash (total 2021 restructuring costs were $109.3 million) and took on its own staff. At December 31, 2025 it had 46 full-time employees and one part-time, 27 in New York and 16 in Los Angeles, and the 10-K describes it as “internally-managed.” There is no management fee to an outside manager in the numbers above; compensation and benefits are inside the company's own expenses.

By the CEO's account the 2024 loss of cash earnings came from legacy property equity; the company still owns net lease and other property alongside its loans. Net lease assets were $700 million undepreciated at Q3 2023 with a 10.0-year average lease. Since then the Norwegian office campus was lost to lenders in 2025, lenders have taken control of two of five cross-collateralized retail properties and the company expects to lose the other three, and on September 14, 2026 the $292 million industrial portfolio sold, which leaves about $136 million of net lease assets undepreciated (our arithmetic from the $428.6 million at June 30). The company has no preferred stock outstanding (50 million shares authorized, none issued), so common holders sit directly below the debt.

The loan book: 70% multifamily, 20% office, six loans rated 4

At June 30, 2026 the loan book was $2.89 billion at carrying value, 106 loans with an average of $27 million, 98% floating rate, with a weighted-average remaining term of 1.1 years (2.3 with extensions) and a 7.2% unlevered yield. In Q2 2026 it committed $319 million to 10 new senior loans and received $123 million of repayments; after quarter end a further $295 million across seven loans was closed or in execution. The CEO put the book at about $2.9 billion, “up over 20% year-over-year.”

Risk ratings run from 1 to 5, with 4 defined as “High Risk/Potential for Loss” and 5 as “Impaired/Loss Likely.” At June 30, 2026 the weighted average was 3.0 (3.1 at December 31, 2025) and there were no loans rated 5: senior loans rated 4 totaled $132.8 million and preferred equity rated 4 another $3.1 million, $135.9 million or 4.7% of the book (our arithmetic; the supplement rounds to 5% and six loans because two of the four loans also carry a preferred piece). At December 31, 2025 senior loans rated 5 were $153.7 million, of which $88.9 million were 2022 vintage. In 2026 a rated 5 office loan and a rated 5 industrial loan repaid for $42 million and a $45 million rated 5 multifamily loan was foreclosed in Q1, and three rated 5 multifamily loans repaid for $99 million in Q2.

The four loans on the Q2 2026 watch list, all rated 4: a 240-unit Las Vegas multifamily loan ($57 million, SOFR plus 2.0%, last extended maturity June 2027, downgraded from 3); a 150-unit Austin multifamily loan ($24 million, SOFR plus 3.4%, November 2026); a 328,000 square foot Dallas office loan ($44 million, SOFR plus 4.0%, December 2026); and a 115,000 square foot Denver office loan ($11 million, SOFR plus 3.7%, November 2026, downgraded from 3). Separately the 10-Q shows one office mezzanine loan of $15.1 million on nonaccrual since April 1, 2024, and a $56.6 million multifamily senior loan that was in maturity and payment default at quarter end, extended to December 2026 with interest paid current in July.

The thing the watch list does not show is time. The supplement's maturity chart puts $600 million of loans (21% of the book) at their last extended maturity in 2026, $839 million (29%) in 2027, $200 million in 2028 and $1,255 million from 2029 on (our percentages). That is half the book by the end of 2027, most of it floating rate and written in 2024 to 2026. The 10-Q also records $145.5 million of unfunded commitments.

CECL reserve: down from 2024, up again in Q2

CECL is the accounting reserve for expected credit losses. BrightSpire's reserve on loans and preferred equity was $165.9 million at December 31, 2024, $136.6 million at June 30, 2025, $87.4 million at December 31, 2025 and $98.7 million at June 30, 2026. It fell because loans were written off or became real estate, not only because risk eased: gross write-offs in 2025 were $102.4 million and $28.7 million of specific reserves were charged off in the first half of 2025 alone. In Q2 2026 the general reserve rose $13.3 million, which is $12.5 million of the add-back between GAAP and Distributable Earnings in the quarter and $0.11 a share off undepreciated book value. The company reports no specific reserve on the balance sheet from Q3 2025 to Q2 2026. The supplement's total reserve including unfunded commitments was $127 million at Q3 2025, $88 million, $87 million and $100 million ($0.79 a share, 327 basis points of commitments) in the three quarters after.

Real estate it owns: six REO assets, a hotel and a sold industrial portfolio

“REO” is real estate owned after foreclosure or a deed in lieu. BrightSpire reports six, at $330 million of undepreciated carrying value, down from $336 million in Q1 and $315 million at the end of 2025. Two multifamily assets ($62 million) are under contract to be sold in Q3 2026, which would take the total to $268 million.

The hotel is the largest single exposure on the property side: it produced $27.1 million of hotel operating income in the first half of 2026 against $8.5 million in the first half of 2025 (it was acquired in May 2025), and the 10-Q says that one property was 16% of total revenue. The Fort Worth and Mesa assets are the two under contract. The offices that gave the REO book its reputation have largely gone: three offices and one multifamily property sold in 2025 for $85.6 million gross, one more office for $28.0 million in the first half of 2026, and earlier the Washington, D.C. office (about $19 million net proceeds, Q3 2024) and Oakland office ($5 million, early 2025). The remaining office property is an 848,000 square foot building that is carried as equity, not REO, with no net carrying value after debt.

On the industrial portfolio in Tolleson, Arizona and Tracy, California, the June 12, 2026 8-K agreed a price of $300,000,000 and the September 16 8-K reports the sale closed on September 14: the buyers assumed a $94.0 million mortgage and a $106.0 million mezzanine loan and BrightSpire received $97.9 million of cash net of costs. The pro forma balance sheet in that 8-K adds a $60.4 million estimated gain to equity, taking stockholders' equity from $863.0 million to $923.4 million, which is $7.28 a share against $6.81 (our arithmetic, a company pro forma and not a reported book value). The asset earned $5.0 million of net operating income in Q2 2026 and carried $200 million of debt at 4.77%; interest alone is about $2.4 million a quarter on that (our arithmetic), so the net contribution before depreciation was about $2.7 million. Redeploying the $97.9 million of cash into loans at the 7.2% unlevered yield would earn about $1.8 million a quarter before financing; the company finances loans with repo and securitizations at 5.50%, so the true figure depends on leverage. It is an illustration of why “capital rotation” does not by itself add earnings, not a forecast.

Debt: mostly non-recourse, and higher against shrinking equity

Total debt at BrightSpire's share was $2.75 billion at June 30, 2026, with a weighted all-in cost of 5.50%. Only the $70.0 million drawn on the $120.0 million revolver is full recourse; repurchase facilities ($856.2 million) are “limited recourse” and securitizations are non-recourse. GAAP debt to equity was 3.1x (2.6x at December 31, 2025); on the supplement's basis, which counts depreciation back, it was 2.7x against 1.9x at Q3 2023 and 2.2x at Q4 2024. Liquidity was $131 million ($45 million of unrestricted cash, $30 million of revolver capacity, $56 million of approved undrawn borrowings), against $348 million at Q3 2023 and $418 million at Q4 2024.

The revolver's financial covenants include a minimum consolidated tangible net worth of $900 million plus 70% of net proceeds of new common equity, against $863.0 million of stockholders' equity (the covenant is measured on the operating company under the agreement's definitions, so the two figures are not a like-for-like test). The 2026-FL3 securitization, closed after year-end for $955 million at 87.25% advance rate, is where most of the growth in the loan book is financed: securitization bonds went from $977.1 million to $1,407.9 million in six months while credit facilities fell from $1,078.1 million to $926.2 million.

What changed since June 30, 2026, and what is next

• July 28–29, 2026: Q2 results (8-K) and 10-Q: GAAP loss $(18.3) million, Distributable Earnings $15.8 million, Adjusted $16.8 million, dividend $0.16 paid July 15.
• August 5–September 14, 2026: the waiver exchange described above, visible only from the 13D.
• September 14–16, 2026: the industrial portfolio sale closed (8-K Item 2.01 with pro forma statements).
• September 29, 2026: Schedule 13D.
• Not filed as of October 17, 2026: the 10-Q for the quarter ended September 30, 2026. The company announced on October 1 that it will release results on Tuesday, October 27, 2026 after the market closes, with a call on October 28 at 10:00 a.m. Eastern. Last year it filed the earnings 8-K on October 28 and the 10-Q on October 29, 2025. The Q3 2026 dividend of $0.16 was declared on September 14, 2026 by press release (record September 30, paid October 14).
• What the Q3 report will settle: the gain on the industrial sale, the effect on book value, whether the two multifamily REO sales closed, the Q3 buyback, and whether the $0.16 holds.

What a holder or reader can do with this

This is analysis of public documents, not investment, legal or tax advice. Checks the filings let you run yourself:

• Choose which earnings measure you believe, then divide. Dividend $0.16; GAAP $(0.15); Distributable Earnings $0.12; Adjusted $0.13. The gap between the last two is specific reserves, which are losses already recognized, so treating Adjusted Distributable Earnings as repeatable earnings assumes there will be no more.
• Read the 10-Q's rating table, not only the supplement. The supplement shows watch list loans by city; the 10-Q shows rated 4 and 5 balances by year of origination, where the $65.1 million rated 4 and $153.7 million rated 5 at December 31, 2025 all sit in 2022 and earlier vintages.
• Track real estate separately from loans. The $1.72 a share of other real estate and the hotel's 16% of revenue are what GAAP book value rests on beyond the loan book. Each REO sale shows up as a gain or loss against the carrying value in the next 10-Q.
• Watch the 13D amendments and the proxy. A fund that has told the board it will not stay passive is the only holder with a stated disagreement on record. Its next move, if any, will be filed.
• Check the tax character. All of the 2023 and 2025 dividends were return of capital, which lowers cost basis; see our REIT distributions and return of capital page. The 2026 split is not known until after year-end.
• Compare with other lenders on the same measures. Our commercial mortgage REIT comparison puts nine listed lenders side by side (BrightSpire is not in it), and the Blackstone Mortgage Trust page shows a lender with a much larger office problem. The loans that reach maturity in 2026 and 2027 are put in market context in the CRE debt maturity wall.

If you want to know when BrightSpire's September 30 quarter shows up in EDGAR, we can send an email.

FAQ

All figures are from BrightSpire Capital, Inc. (CIK 1717547) filings read on EDGAR on October 17, 2026: Form 10-Q for the quarter ended June 30, 2026 (accession 0001717547-26-000062, filed July 29, 2026) and March 31, 2026 (0001717547-26-000041); Forms 10-K for 2025 (0001717547-26-000008), 2024 (0001717547-25-000008) and 2023 (0001717547-24-000008); the earnings-release and supplement exhibits to the 8-Ks of February 22, 2022 through July 28, 2026 (accessions in the table, including 0001717547-26-000059, 0001717547-26-000038, 0001717547-26-000005, 0001717547-25-000005, 0001717547-24-000086 and 0001717547-24-000005); the 8-Ks of June 12, 2026 (0001717547-26-000053) and September 16, 2026 with pro forma statements (0001717547-26-000065); the Schedule 13D filed September 29, 2026 (0000921895-26-002666); and the company's October 1, 2026 Business Wire notice of its Q3 results date. Sums of per-share figures, coverage ratios, shares of book, price-to-book ratios, percentages of the loan book and the net lease illustration are our arithmetic on rounded filing figures. The $5.23 price is the company's own July 24, 2026 figure in its supplement. This is analysis of public documents, not investment, legal or tax advice.