10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Claros Mortgage Trust, Inc.

Consolidated Balance Sheets

(unaudited, in thousands, except share data)


	September 30, 2026			December 31, 2025
Assets
Cash and cash equivalents	$	133,764		$	173,186
Restricted cash		15,558			17,599
Loans receivable held-for-investment		3,055,051			4,054,152
Less: current expected credit loss reserve		(564,428	)		(438,751	)
Loans receivable held-for-investment, net		2,490,623			3,615,401
Equity method investment		42,080			42,196
Real estate owned held-for-investment, net		646,740			730,005
Real estate owned held-for-sale		53,141			-
Other assets		113,941			143,372
Total assets	$	3,495,847		$	4,721,759

Liabilities and Equity
Repurchase agreements	$	1,323,921		$	1,857,614
Term participation facility		211,968			329,452
Notes payable, net		-			177,522
Secured term loan, net		469,947			549,447
Debt related to real estate owned hotel portfolio, net		233,114			230,992
Other liabilities		24,888			37,063
Management fee payable - affiliate		6,823			7,774
Total liabilities		2,270,661			3,189,864

Commitments and Contingencies - Note 14

Equity
Common stock, $0.01 par value, 500,000,000 shares authorized, 141,085,961 and 140,218,764 shares issued and 141,085,961 and 140,218,764 shares outstanding at September 30, 2026 and December 31, 2025, respectively		1,411			1,402
Additional paid-in capital		2,770,148			2,752,884
Accumulated deficit		(1,546,373	)		(1,222,391	)
Total equity		1,225,186			1,531,895
Total liabilities and equity	$	3,495,847		$	4,721,759

Claros Mortgage Trust, Inc.

Consolidated Statements of Operations

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


	Three Months Ended						Nine Months Ended
	September 30, 2026			September 30, 2025			September 30, 2026			September 30, 2025
Revenue
Interest and related income	$	41,536		$	88,904		$	146,786		$	315,080
Less: interest and related expense		40,291			71,839			137,788			243,061
Net interest income		1,245			17,065			8,998			72,019
Revenue from real estate owned		31,394			29,009			82,873			69,062
Total net revenue		32,639			46,074			91,871			141,081

Expenses
Management fees - affiliate		6,822			7,733			21,246			24,327
General and administrative expenses		3,582			4,812			11,516			14,118
Stock-based compensation expense		1,442			2,061			5,248			11,897
Real estate owned:
Operating expenses		22,216			18,489			60,820			47,100
Interest expense		8,688			9,416			26,811			24,134
Depreciation and amortization		4,453			3,740			16,996			5,023
Total expenses		47,203			46,251			142,637			126,599

Unrealized loss on interest rate cap		-			(71	)		-			(71	)
Gain on sales of real estate owned		-			2,006			341			366
Loss from equity method investment		(35	)		(32	)		(116	)		(93	)
Loss on extinguishment of debt		-			-			(5,898	)		(547	)
Valuation adjustment for real estate owned held-for-sale		(4	)		12,980			(29,627	)		12,618
Provision for current expected credit loss reserve		(387	)		(24,234	)		(240,598	)		(254,846	)
Recovery of principal charge-offs		733			-			2,682			-
Valuation adjustment for loan receivable held-for-sale		-			-			-			(41,767	)

Net Loss	$	(14,257	)	$	(9,528	)	$	(323,982	)	$	(269,858	)

Net Loss per share of common stock:
Basic and diluted	$	(0.10	)	$	(0.07	)	$	(2.30	)	$	(1.93	)
Weighted average shares of common stock outstanding:
Basic and diluted		141,380,300			140,563,026			141,088,707			140,052,069

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, 2025		140,218,764	$	1,402	$	2,752,884		$	(1,222,391	)	$	1,531,895
Stock-based compensation expense		-		-		2,369			-			2,369
Issuance of warrants		-		-		13,500			-			13,500
Equity issuance costs		-		-		(622	)		-			(622	)
Net loss		-		-		-			(54,294	)		(54,294	)
Balance at March 31, 2026		140,218,764	$	1,402	$	2,768,131		$	(1,276,685	)	$	1,492,848
Stock-based compensation expense		865,442		9		1,556			-			1,565
Payments for withholding taxes upon delivery of stock-based awards		-		-		(996	)		-			(996	)
Equity issuance costs		-		-		(4	)		-			(4	)
Net loss		-		-		-			(255,431	)		(255,431	)
Balance at June 30, 2026		141,084,206	$	1,411	$	2,768,687		$	(1,532,116	)	$	1,237,982
Stock-based compensation expense		1,755		-		1,463			-			1,463
Payments for withholding taxes upon delivery of stock-based awards		-		-		(2	)		-			(2	)
Net loss		-		-		-			(14,257	)		(14,257	)
Balance at September 30, 2026		141,085,961	$	1,411	$	2,770,148		$	(1,546,373	)	$	1,225,186


	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
Stock-based compensation expense		459,344		4		4,810			-			4,814
Payments for withholding taxes upon delivery of stock-based awards		-		-		(662	)		-			(662	)
Net loss		-		-		-			(181,707	)		(181,707	)
Balance at June 30, 2025		139,822,001	$	1,398	$	2,749,284		$	(993,652	)	$	1,757,030
Stock-based compensation expense		396,763		4		2,110			-			2,114
Payments for withholding taxes upon delivery of stock-based awards		-		-		(805	)		-			(805	)
Net loss		-		-		-			(9,528	)		(9,528	)
Balance at September 30, 2025		140,218,764	$	1,402	$	2,750,589		$	(1,003,180	)	$	1,748,811

Claros Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Nine Months Ended
	September 30, 2026			September 30, 2025
Cash flows from operating activities
Net Loss	$	(323,982	)	$	(269,858	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of fees and discounts on loans receivable		(3,841	)		(8,454	)
Amortization of deferred financing costs on secured financings		15,102			16,851
Amortization of deferred financing costs on debt related to real estate owned hotel portfolio		2,123			1,590
Amortization of discount on secured term loan		2,255			-
Non-cash stock-based compensation expense		5,397			12,050
Depreciation and amortization on real estate owned, in-place lease values, and deferred leasing costs		16,996			5,023
Amortization of above and below market lease values, net		477			946
Straight-line rent adjustment		(401	)		(434	)
Unrealized loss on interest rate cap		-			71
Gain on sales of real estate owned		(341	)		(366	)
Loss from equity method investment		116			93
Loss on extinguishment of debt		5,898			547
Valuation adjustment for real estate owned held-for-sale		29,627			(12,618	)
Non-cash advances on loans receivable in lieu of interest		(1,064	)		(39,011	)
Non-cash advances on secured financings in lieu of interest		-			6,234
Non-cash advances on debt related to real estate owned hotel portfolio		-			1,146
Repayment of non-cash advances on loans receivable in lieu of interest		31,845			27,991
Repayment of non-cash advances on debt related to real estate owned hotel portfolio		-			(1,146	)
Provision for current expected credit loss reserve		240,598			254,846
Valuation adjustment for loan receivable held-for-sale		-			41,767
Changes in operating assets and liabilities:
Other assets		(20,955	)		(44,248	)
Other liabilities		(9,464	)		(6,591	)
Management fee payable - affiliate		(951	)		(19,287	)
Net cash used in operating activities		(10,565	)		(32,858	)

Cash flows from investing activities
Loan originations, acquisitions and advances, net of fees		(34,022	)		(84,735	)
Advances on loan receivable held-for-sale		-			(12,079	)
Repayments of loans receivable		534,896			1,280,016
Proceeds from sales of loans receivable		260,325			304,004
Extension and exit fees received from loans receivable		683			2,284
Proceeds from sales of real estate owned		69,209			38,648
Capital expenditures on real estate owned		(8,099	)		(1,113	)
Capital expenditures on real estate owned held-for-sale		-			(362	)
Payment of deferred leasing costs		(28	)		(353	)
Cash and restricted cash acquired from foreclosures on real estate owned		3,419			4,148
Payment of transaction costs from foreclosures on real estate owned		(537	)		(1,376	)
Net cash provided by investing activities		825,846			1,529,082

Claros Mortgage Trust, Inc.

Consolidated Statements of Cash Flows

(unaudited, in thousands)


	Nine Months Ended
	September 30, 2026			September 30, 2025
Cash flows from financing activities
Payments for withholding taxes upon delivery of stock-based awards		(998	)		(1,467	)
Proceeds from secured financings		12,116			690,528
Proceeds from secured term loan and issuance of warrants		500,000			-
Proceeds from debt related to real estate owned hotel portfolio		-			235,000
Payment of deferred financing costs		(23,455	)		(20,762	)
Payment of equity issuance costs		(500	)		-
Payment of fees on secured financings		(2,592	)		(1,038	)
Purchase of interest rate cap		-			(71	)
Repayments of secured financings		(785,127	)		(1,894,932	)
Repayments of secured term loan		(556,188	)		(5,721	)
Repayments of debt related to real estate owned hotel portfolio		-			(275,000	)
Net cash used in financing activities		(856,744	)		(1,273,463	)

Net (decrease) increase in cash, cash equivalents and restricted cash		(41,463	)		222,761
Cash, cash equivalents and restricted cash, beginning of period		190,785			133,500
Cash, cash equivalents and restricted cash, end of period	$	149,322		$	356,261

Cash and cash equivalents, end of period	$	133,764		$	339,518
Restricted cash, end of period		15,558			16,743
Cash, cash equivalents and restricted cash, end of period	$	149,322		$	356,261

Supplemental disclosure of cash flow information:
Cash paid for interest	$	148,342		$	250,107

Supplemental disclosure of non-cash investing and financing activities:
Accrued deferred financing costs	$	244		$	-
Accrued equity issuance costs	$	6		$	-
Real estate acquired in foreclosure	$	58,574		$	250,670
Lease intangibles, net acquired in foreclosures on real estate owned	$	1,226		$	7,030
Working capital acquired in foreclosures on real estate owned	$	(3,968	)	$	(3,862	)
Settlement of loan receivable in foreclosure on real estate owned	$	102,011		$	305,298
Settlement of loan receivable through assignment to lender	$	56,166		$	-
Settlement of note payable through assignment to lender	$	56,166		$	-

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 refer 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, 2025, 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 and nine months ended September 30, 2026 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 September 30, 2026 and December 31, 2025. 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.

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 through each loan within our loan portfolio’s expected remaining duration.

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, financial wherewithal of the borrower/sponsor, 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 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, and 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 each 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, timing of the loan’s initial maturity, expected remaining duration of the loan, or the economic conditions specific to the property type of a loan’s collateral property.

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 the 1990s through September 30, 2026. We believe this CMBS data is the most relevant, available, and comparable data set 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.

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. 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, (iii) we anticipate assuming legal title and/or physical possession of the collateral property and the fair value of the collateral asset is determined to be below the carrying value of our loan, and/or (iv) recovery of our loan may occur at an amount below our loan’s 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. In certain circumstances, we may recognize a specific reserve based upon anticipated proceeds from the disposition of our loan. If the estimated fair value of the collateral or anticipated proceeds from the disposition of our loan 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 over the estimated fair value of the collateral or anticipated proceeds from the disposition of our loan. If recovery of our loan is expected from the sale of the collateral, specific reserves are equal to the excess of a loan’s carrying value over 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 reserve for 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.

Real Estate Owned (and Related Debt)

To maximize recovery from certain defaulted loans, we may from time to time assume legal title and/or physical possession of the 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.

In such instances, the asset is classified as real estate owned held-for-investment, net on our consolidated balance sheets. Real estate owned is initially recorded at estimated fair value, plus acquisition costs in the instance of an asset acquisition, and is subsequently presented net of accumulated depreciation. Depreciation on real estate assets held-for-investment, except for land, is computed using a straight-line method over estimated useful lives ranging from 5 to 40 years and is recognized in depreciation and amortization expense on our consolidated statements of operations. If the held-for-sale criteria prescribed by ASC 360, Property, Plant, and Equipment, are met, the asset is classified as real estate owned held-for-sale and reflected at the lower of (i) amortized cost and (ii) estimated fair value less estimated transaction costs on our consolidated balance sheets. Once classified as real estate owned held-for-sale, we cease recognition of the related depreciation and amortization. If a real estate owned asset no longer meets the held-for-sale criteria, the asset is reclassified as real estate owned held-for-investment and reflected at the lower of (i) amortized cost prior to classification to held-for-sale with adjustments for depreciation during the held-for-sale period, if applicable, and (ii) estimated fair value.

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 consist of 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. In-place, above market, and other lease values, net are included within other assets on our consolidated balance sheets. Below market lease values, net, are included within other liabilities on our consolidated balance sheets. Amortization of in-place and other lease values is recognized in depreciation and amortization expense on our consolidated statements of operations. Amortization of above and below market lease values is recognized in revenue from real estate owned on our consolidated statements of operations.

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: (i) significant underperformance relative to historical or anticipated operating results; (ii) significant negative industry or economic trends; (iii) costs necessary to extend the life or improve the real estate asset; (iv) significant increase in competition; and (v) 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 September 30, 2026.

Debt assumed in a foreclosure, deed-in-lieu of foreclosure, or assignment-in-lieu of foreclosure of real estate is recorded at its estimated fair value at the time of the acquisition.

See Note 5 - Real Estate Owned for further detail.

Recent Accounting Guidance

The FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” (“ASU 2025-11”). The standard clarifies required form and content of interim financial statements and notes and requires entities issuing condensed financial statements to disclose certain events occurring since the end of the most recent fiscal year that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The adoption of ASU 2025-11 is not expected to have a material impact on our consolidated financial statements.

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.

Note 3. Loan Portfolio

Loans Receivable

Our loan receivable held-for-investment portfolio as of September 30, 2026 was comprised of the following loans ($ in thousands):


	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)	21	$	3,099,672	$	2,928,655	$	2,412,919			+ 2.58%		4.43	%
	21		3,099,672		2,928,655		2,412,919			+ 2.58%		4.43	%
Fixed:
Senior loans(5)	1	$	1,527	$	1,527	$	1,527		N/A			0.00	%
Subordinate loans	1		125,000		125,000		124,985		N/A			8.50	%
	2		126,527		126,527		126,512					8.40	%
Total/Weighted Average	23	$	3,226,199	$	3,055,182	$	2,539,431		N/A			4.59	%
General CECL reserve							(48,808	)
Loans receivable held-for-investment, net						$	2,490,623

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserves of $515.6 million.

(3)

The weighted average spread is expressed as a spread over the relevant floating benchmark interest rates. One-month term Secured Overnight Financing Rate (“SOFR”) as of September 30, 2026 was 3.91%. Weighted average is based on unpaid principal balance as of September 30, 2026. 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 interest rate (if applicable), including SOFR floors (if applicable). Weighted average is based on unpaid principal balance as of September 30, 2026 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.

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


	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)	31	$	4,202,628	$	3,930,750	$	3,562,183			+ 3.17%		5.46	%
	31		4,202,628		3,930,750		3,562,183			+ 3.17%		5.46	%
Fixed:
Senior loans(5)	1	$	1,607	$	1,607	$	1,607		N/A			0.00	%
Subordinate loans	1		125,000		125,000		124,939		N/A			8.50	%
	2		126,607		126,607		126,546					8.39	%
Total/Weighted Average	33	$	4,329,235	$	4,057,357	$	3,688,729		N/A			5.55	%
General CECL reserve							(73,328	)
Loans receivable held-for-investment, net						$	3,615,401

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserves of $365.4 million.

(3)

The weighted average spread is expressed as a spread over the relevant floating benchmark interest rates. SOFR as of December 31, 2025 was 3.69%. Weighted average is based on unpaid principal balance as of December 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 interest rate (if applicable), including SOFR floors (if applicable). Weighted average is based on unpaid principal balance as of December 31, 2025 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 nine months ended September 30, 2026 ($ in thousands):


	Unpaid Principal Balance			Deferred Fees and Discounts			Specific CECL Reserve			Carrying Value (1)
Balance at December 31, 2025	$	4,057,357		$	(3,204	)	$	(365,424	)	$	3,688,729
Advances on existing loans		34,022			-			-			34,022
Non-cash advances in lieu of interest		1,064			-			-			1,064
Origination fees, discounts, extension fees and exit fees		-			(683	)		-			(683	)
Repayments of loans receivable		(534,896	)		-			-			(534,896	)
Assignment of loan receivable to lender		(71,356	)		-			17,784			(53,572	)
Repayments of non-cash advances in lieu of interest		(31,845	)		-			-			(31,845	)
Accretion of fees and discounts		-			3,841			-			3,841
Sales of loans receivable		(220,000	)		(326	)		29,855			(190,471	)
Transfer to real estate owned held-for-investment (See Note 5)		(62,837	)		61			3,522			(59,254	)
Transfer to loans receivable held-for-sale		(111,542	)		279			41,409			(69,854	)
Provision for specific CECL reserve		-			-			(247,650	)		(247,650	)
Charge-offs (2)		(4,785	)		(99	)		4,884			-
Balance at September 30, 2026	$	3,055,182		$	(131	)	$	(515,620	)	$	2,539,431
General CECL reserve											(48,808	)
Carrying Value										$	2,490,623

(1)

Balance at December 31, 2025 does not include general CECL reserve.

(2)

Amount relates to the discounted payoff of a risk rated 5 multifamily loan receivable in July 2026.

Sales of Loans Receivable

The following table summarizes our loans receivable sold during the nine months ended September 30, 2026 ($ in thousands):


Property Type	Location	Loan Commitment		Unpaid Principal Balance Before Principal Charge-Off		Carrying Value Before Principal Charge-Off and Specific CECL Reserves		Principal Charge-Off			Net Sale Proceeds		Risk Rating (1)
Hospitality (2)	CA	$	235,000	$	220,000	$	220,326	$	(29,855	)	$	190,471	4
Office (3)	CA		123,910		111,542		111,263		(41,409	)		69,854	5
Total sold, nine months ended September 30, 2026 (4)		$	358,910	$	331,542	$	331,589	$	(71,264	)	$	260,325

(1)

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

(2)

In March 2026, this loan was sold for a gross sales price of $197.5 million. Pursuant to the terms of the sale, a reconciliation of the collateral asset’s working capital was completed in May 2026, resulting in a $6.75 million purchase price adjustment. Such amount is included within the principal charge-off.

(3)

In July 2026, this loan was sold for a gross sales price of $70.7 million. Prior to the sale, this loan was on non-accrual status, in maturity default, and had a held-for-sale carrying value of $69.9 million.

(4)

For each loan receivable sold, the financial asset was legally isolated, control of the financial asset was transferred to the transferee, the transfer imposed no condition that would constrain the transferee from pledging the financial asset received, and we have no continuing involvement with the transferred financial asset. As such, we have determined each transaction constituted a sale.

During the year ended December 31, 2023, we sold a senior loan collateralized by a portfolio of multifamily properties located in San Francisco, CA. We obtained a true-sale-at-law opinion and determined the transaction constituted a sale. Concurrent with the sale, our TRS, as defined in Note 13 - Income Taxes, entered into an agreement with the transferee which provides for a share of cash flows upon the transferee achieving certain financial metrics. In May 2026, the transferee achieved the necessary financial metrics. During the three and nine months ended September 30, 2026, our TRS received $0.2 million and $2.2 million, respectively, under the terms of such agreement, which is included within recovery of principal charge-offs on our consolidated statement of operations. As of September 30, 2026, we have not recognized any further value to this interest on our consolidated financial statements. See Note 13 - Income Taxes for further detail of our TRS.

During the year ended December 31, 2025, we sold a senior loan collateralized by a hospitality property located in California and retained our rights to receive certain payments under the associated guarantee of the loan. During the three and nine months ended September 30, 2026, we received $0.5 million and $0.5 million, respectively, from the guarantor of the loan receivable, which is included within recovery of principal charge-offs on our consolidated statement of operations.

Loan Modifications

In June 2026, we agreed to a discounted payoff of a multifamily loan receivable with a then unpaid principal balance of $75.6 million at a discounted payoff amount of $70.0 million. Subsequently, we received a $0.7 million paydown bringing the remaining discounted payoff amount to $69.3 million. In July 2026, this loan was repaid in accordance with the terms of the agreement and we received $0.8 million of reserves held by the loan servicer, resulting in a principal charge-off of $4.9 million.

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 September 30, 2026 and December 31, 2025 ($ in thousands):


	September 30, 2026						December 31, 2025
Loan Type	Carrying Value (1)			Percentage			Carrying Value (2)			Percentage
Senior loans (3)	$	2,414,446			95	%	$	3,563,790			97	%
Subordinate loans		124,985			5	%		124,939			3	%
	$	2,539,431			100	%	$	3,688,729			100	%
General CECL reserve		(48,808	)					(73,328	)
	$	2,490,623					$	3,615,401

Property Type	Carrying Value (1)			Percentage			Carrying Value (2)			Percentage
Multifamily	$	927,410			36	%	$	1,603,610			44	%
Hospitality		573,134			23	%		806,913			22	%
Office		411,485			16	%		589,152			16	%
Mixed-use (4)		322,138			13	%		312,467			8	%
Retail		152,292			6	%		151,535			4	%
Land		120,100			5	%		187,100			5	%
Other		32,872			1	%		37,952			1	%
	$	2,539,431			100	%	$	3,688,729			100	%
General CECL reserve		(48,808	)					(73,328	)
	$	2,490,623					$	3,615,401

Geographic Location	Carrying Value (1)			Percentage			Carrying Value (2)			Percentage
United States
West	$	735,548			29	%	$	1,583,143			43	%
Northeast		668,280			26	%		744,852			20	%
Southeast		370,036			15	%		378,169			10	%
Midwest		301,754			12	%		418,503			11	%
Mid Atlantic		250,041			10	%		249,775			7	%
Southwest		180,900			7	%		276,335			8	%
Other		32,872			1	%		37,952			1	%
	$	2,539,431			100	%	$	3,688,729			100	%
General CECL reserve		(48,808	)					(73,328	)
	$	2,490,623					$	3,615,401

(1)

Net of specific CECL reserves of $515.6 million at September 30, 2026.

(2)

Net of specific CECL reserves of $365.4 million at December 31, 2025.

(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 September 30, 2026, mixed-use consists of 3% office, 3% life science, 3% hospitality, 2% multifamily, and 2% retail. At December 31, 2025, mixed-use consists of 2% office, 2% life science, 2% hospitality, 1% multifamily, and 1% retail.

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 and nine months ended September 30, 2026 and 2025, respectively ($ in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
Coupon interest	$	39,348	$	83,353	$	139,911	$	301,229
Accretion of fees and discounts		1,105		2,749		3,841		8,454
Interest on cash, cash equivalents, and other income		1,083		2,802		3,034		5,397
Total interest and related income (1)	$	41,536	$	88,904	$	146,786	$	315,080

(1)

For the three months ended September 30, 2026 and 2025, we recognized $0.1 million and $0.6 million, respectively, of default interest, late fees, pre-payment penalties, and/or accelerated fees following repayments prior to maturity. For the nine months ended September 30, 2026 and 2025, we recognized $0.6 million and $0.7 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 September 30, 2026 and December 31, 2025 ($ in thousands):


September 30, 2026
Risk Rating	Number of Loans	Unpaid Principal Balance		Carrying Value (1)			% of Total of Carrying Value
1	-	$	-	$	-		0%
2	1		130,000		129,941		5%
3	11		1,300,817		1,302,163		51%
4	1		78,500		78,500		3%
5	10		1,545,865		1,028,827		41%
	23	$	3,055,182	$	2,539,431		100%
General CECL reserve					(48,808	)
				$	2,490,623

(1)

Net of specific CECL reserves of $515.6 million.


December 31, 2025
Risk Rating	Number of Loans	Unpaid Principal Balance		Carrying Value (1)			% of Total of Carrying Value
1	-	$	-	$	-		0%
2	2		303,779		302,914		8%
3	15		1,732,088		1,731,270		47%
4	5		613,714		613,652		17%
5	11		1,407,776		1,040,893		28%
	33	$	4,057,357	$	3,688,729		100%
General CECL reserve					(73,328	)
				$	3,615,401

(1)

Net of specific CECL reserves of $365.4 million.

As of September 30, 2026 and December 31, 2025, the average risk rating of our loans receivable held-for-investment portfolio was 3.8 and 3.6, respectively, weighted by carrying value net of specific CECL reserves.

The following table presents the carrying value and significant characteristics of our loans receivable held-for-investment on non-accrual status as of September 30, 2026 ($ 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
Multifamily (1)	CA	5	$	402,341	$	402,223	$	(152,223	)	$	250,000	Cash Basis/ 6/30/2025
Office	GA	5		230,722		230,722		(39,922	)		190,800	Cost Recovery/ 12/31/2025
Multifamily	CO	5		170,000		170,000		(81,100	)		88,900	Cash Basis/ 9/30/2025
Land	VA	5		160,393		160,393		(40,293	)		120,100	Cost Recovery/ 1/1/2023
Multifamily	AZ	5		155,000		155,000		(54,100	)		100,900	Cash Basis/ 3/31/2026
Multifamily	TX	5		142,291		141,776		(51,776	)		90,000	Cash Basis/ 7/1/2024
Multifamily	TX	5		126,535		126,535		(35,635	)		90,900	Cash Basis/ 6/30/2026
Office (2)	CA	5		90,414		90,027		(18,927	)		71,100	Cost Recovery/ 9/1/2023
Office	GA	5		66,642		66,244		(41,644	)		24,600	Cost Recovery/ 9/1/2023
Other (3)	Other	5		1,527		1,527		-			1,527	Cost Recovery/ 7/1/2020
Total non-accrual			$	1,545,865	$	1,544,447	$	(515,620	)	$	1,028,827

(1)

In October 2026, an unaffiliated purchaser’s deposit became nonrefundable under an agreement to sell this loan receivable for a gross sales price of $245.0 million. The sale is expected to close in the fourth quarter of 2026, subject to customary closing conditions. We did not reduce this loan’s carrying value, which was based upon the estimated fair value of the underlying collateral, to the anticipated sale proceeds as of September 30, 2026. If completed, the sale is expected to result in an incremental loss of approximately $5.0 million, reflecting a discount accepted in consideration of resolving the loan within this timeframe.

(2)

In October 2026, an unaffiliated purchaser’s deposit became nonrefundable under an agreement to sell this loan receivable for a gross sales price of $65.7 million. The sale is expected to close in the fourth quarter of 2026, subject to customary closing conditions. We did not reduce this loan’s carrying value, which was based upon the estimated fair value of the underlying collateral, to the anticipated sale proceeds as of September 30, 2026. If completed, the sale is expected to result in an incremental loss of approximately $5.4 million, reflecting a discount accepted in consideration of resolving the loan within this timeframe.

(3)

Amounts deemed uncollectible have been charged-off as of September 30, 2026.

As of September 30, 2026, loans receivable classified as non-accrual represented 40.5% of our total loans receivable held-for-investment, based on carrying value net of specific CECL reserves. During the nine months ended September 30, 2026, we (i) recognized $5.3 million of interest income on a cash basis for loans on non-accrual status, of which $3.0 million was recognized upon the repayment of a non-accrual loan in January 2026 and $2.3 million was recognized related to loans which remain in our portfolio as of quarter-end, (ii) received $4.1 million of cost recovery proceeds for loans on non-accrual status which reduced such loan’s unpaid principal balance, and (iii) received $7.2 million of proceeds for loans on non-accrual status which were applied against past due interest and reduced the related CECL reserves. Further, the above table excludes one loan with an aggregate carrying value of $78.5 million that is in maturity default but remains on accrual status as interest is deemed collectible based on the collateral property’s 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, 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
Multifamily	CA	5	$	402,341	$	402,223	$	(102,223	)	$	300,000	Cash Basis/ 6/30/2025
Office	GA	5		225,497		225,497		(34,697	)		190,800	Cost Recovery/ 12/31/2025
Multifamily	CO	5		170,000		170,000		(72,000	)		98,000	Cash Basis/ 9/30/2025
Land	VA	5		157,129		157,129		(37,029	)		120,100	Cost Recovery/ 1/1/2023
Multifamily	TX	5		137,696		137,181		(47,181	)		90,000	Cash Basis/ 7/1/2024
Office (1)	CA	5		111,542		111,263		(23,363	)		87,900	Cost Recovery/ 4/1/2023
Office	GA	5		67,892		67,494		(28,294	)		39,200	Cost Recovery/ 9/1/2023
Multifamily (2)(3)	TX	5		37,400		37,400		-			37,400	Cash Basis/ 6/30/2025
Multifamily (4)	TX	5		25,373		25,312		(2,912	)		22,400	Cash Basis/ 7/1/2024
Other (3)	Other	5		1,607		1,607		-			1,607	Cost Recovery/ 7/1/2020
Total risk rated 5 loans (5)				1,336,477		1,335,106		(347,699	)		987,407
Office	CA	4		93,214		92,827		-			92,827	Cost Recovery/ 9/1/2023
Land (6)	NY	4		67,000		67,000		-			67,000	Cash Basis/ 11/1/2021
Total risk rated 4 loans				160,214		159,827		-			159,827
Total non-accrual			$	1,496,691	$	1,494,933	$	(347,699	)	$	1,147,234

(1)

In July 2026, this loan was sold.

(2)

In January 2026, we acquired legal title to the collateral property through a mortgage foreclosure. In anticipation of such foreclosure, we recognized a principal charge-off of $39.1 million as of December 31, 2025.

(3)

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

(4)

In May 2026, we acquired legal title to the collateral property through a mortgage foreclosure.

(5)

Amount excludes one risk rated 5 loan with an unpaid principal balance of $71.3 million and a carrying value net of specific CECL reserves of $53.5 million that remained on accrual status as monthly debt service was satisfied through borrower funded reserves. In February 2026, we assigned our right, title, and interest in this loan receivable and the collateral property to our financing counterparty in exchange for the full extinguishment of amounts due under the related financing. Upon assignment, we recognized a principal charge-off of $17.8 million which includes $2.6 million paid to our financing counterparty under the terms of our guarantee. See Note 6 - Debt Obligations - Notes Payable for further detail.

(6)

In January 2026, this loan was repaid in full. During the year ended December 31, 2025, we recognized $3.0 million of interest income on a cash basis from this loan, which is included in the $6.0 million of interest income recognized on a cash basis as discussed below for the year ended December 31, 2025. Upon repayment in January 2026, we recognized an additional $3.0 million of interest income on a cash basis from this loan, which is included in cash basis interest income discussed above for the nine months ended September 30, 2026.

As of December 31, 2025, loans receivable classified as non-accrual represented 31.1% of our total loans receivable held-for-investment, based on carrying value net of specific CECL reserves. During the year ended December 31, 2025, we (i) recognized $6.0 million of interest income on a cash basis for loans on non-accrual status, (ii) received $13.6 million of cost recovery proceeds for loans on non-accrual status which reduced such loan’s unpaid principal balance, and (iii) received $2.6 million of proceeds for loans on non-accrual status which were applied against past due interest and reduced the related CECL reserve. Further, the above table excludes three loans with an aggregate carrying value of $453.8 million that are in maturity default but remain on accrual status as the borrower is current on interest payments and/or interest is deemed collectible based on the collateral property’s 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 nine months ended September 30, 2026 and 2025, respectively ($ in thousands):


				General CECL Reserve
	Specific CECL Reserve			Loans Receivable Held-for- Investment			Unfunded Loan Commitments(1)			Total General CECL Reserve			Accrued Interest Receivable(2)			Total CECL Reserve
Total reserve, December 31, 2024	$	120,920		$	122,110		$	5,546		$	127,656		$	17,794		$	266,370
Provision (reversal)		41,458			(3,975	)		100			(3,875	)		3,540			41,123
Charge-offs		(43,113	)		-			-			-			(3,540	)		(46,653	)
Total reserve, March 31, 2025	$	119,265		$	118,135		$	5,646		$	123,781		$	17,794		$	260,840
Provision		143,121			14,460			958			15,418			30,950			189,489
Charge-offs		(68,909	)		-			-			-			(2,915	)		(71,824	)
Total reserve, June 30, 2025	$	193,477		$	132,595		$	6,604		$	139,199		$	45,829		$	378,505
Provision (reversal)		16,720			1,533			(930	)		603			6,911			24,234
Charge-offs		(42,325	)		-			-			-			-			(42,325	)
Total reserve, September 30, 2025	$	167,872		$	134,128		$	5,674		$	139,802		$	52,740		$	360,414

Total reserve, December 31, 2025	$	365,424		$	73,328		$	4,340		$	77,668		$	26,782		$	469,874
Provision (reversal)		32,368			(25,710	)		(1,864	)		(27,574	)		26,578			31,372
Charge-offs		(48,977	)		-			-			-			(12,884	)		(61,861	)
Total reserve, March 31, 2026	$	348,815		$	47,618		$	2,476		$	50,094		$	40,476		$	439,385
Provision (reversal)		211,581			1,133			(642	)		491			(3,233	)		208,839
Charge-offs		(43,593	)		-			-			-			(390	)		(43,983	)
Total reserve, June 30, 2026	$	516,803		$	48,751		$	1,834		$	50,585		$	36,853		$	604,241
Provision (reversal)		3,701			57			(24	)		33			(3,347	)		387
Charge-offs		(4,884	)		-			-			-			-			(4,884	)
Total reserve, September 30, 2026	$	515,620		$	48,808		$	1,810		$	50,618		$	33,506		$	599,744

(1)

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

(2)

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

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 September 30, 2026, December 31, 2025, September 30, 2025, and December 31, 2024:


	Specific CECL Reserve (1)			General CECL Reserve (2)			Total CECL Reserve (3)
Reserve at December 31, 2024		18.2	%		2.3	%		4.0	%
Reserve at September 30, 2025		17.2	%		3.9	%		6.8	%
Reserve at December 31, 2025		26.0	%		2.9	%		10.9	%
Reserve at September 30, 2026		33.4	%		3.4	%		18.5	%

(1)

Represents specific CECL reserves on loans receivable held-for-investment as a percentage of unpaid principal balance of risk rated 5 loans.

(2)

Represents general CECL reserves on loans receivable held-for-investment and related unfunded loan commitments as a percentage of unpaid principal balance of loans subject to the general CECL reserve.

(3)

Represents total CECL reserves on loans receivable held-for-investment and related unfunded loan commitments as a percentage of total unpaid principal balance of loans receivable held-for-investment.

During the nine months ended September 30, 2026, we recorded a provision for current expected credit losses of $240.6 million, which consisted of $247.7 million of additional provision for our specific CECL reserves and $20.0 million of additional net provision for our CECL reserves on accrued interest receivable, offset in part by a $27.1 million net reversal of our general CECL reserves. The additional provision for our specific CECL reserves is primarily attributable to specific reserves determined on loans now classified as risk rated 5, changes to collateral values, protective advances made on certain loans, and incremental specific reserves determined on loans that were sold below our carrying value. The additional net provision for our CECL reserves on accrued interest receivable is attributable to reserving against outstanding interest due to us upon loans being placed on non-accrual status during the nine months ended September 30, 2026, offset in part by a reduction in reserves upon the receipt of past due interest. The net reversal of our general CECL reserves is primarily attributable to a reduction in the size of our loan portfolio subject to determination of the general CECL reserve, seasoning of our loan portfolio, and changes in the historical loss rate of the analogous data set, offset in part by changes in expected remaining duration within our loan portfolio. During the nine months ended September 30, 2026, we recognized principal and exit fee charge-offs of $97.5 million, which reduced our specific CECL reserves, and recognized charge-offs of accrued interest

receivable of $13.3 million, which reduced reserves on such amounts. As of September 30, 2026, our total current expected credit loss reserve was $599.7 million.

During the nine months ended September 30, 2025, we recorded a provision for current expected credit losses of $254.8 million, which consisted of $12.1 million of additional net provision for our general CECL reserves, $201.3 million of additional provision for our specific CECL reserves, and $41.4 million of additional provision for our CECL reserves on accrued interest receivable. The additional net provision for our general CECL reserves was primarily attributable to changes in the historical loss rate of the analogous data set and changes in risk ratings, non-accrual status, and expected remaining duration within our loan portfolio, offset in part 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 additional provision for our specific CECL reserves was primarily attributable to specific reserves determined on loans then newly classified as risk rated 5, changes to collateral values, and protective advances made. The additional provision for our CECL reserves on accrued interest receivable was attributable to reserving against interest income previously recognized on loans placed on non-accrual status during such period. During the nine months ended September 30, 2025, we recognized principal charge-offs of $154.3 million, which reduced our specific CECL reserves, and recognized charge-offs of accrued interest receivable of $6.5 million, which reduced reserves on such amounts. As of September 30, 2025, our total current expected credit loss reserve was $360.4 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 method. In these instances, there have been diminutions in the fair value and performance of the collateral property 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. For such loans, we seek resolutions through a variety of means including, but not limited to, foreclosures on the collateral asset, sales of our loan receivable, and discounted loan payoffs. If we anticipate assuming legal title and/or physical possession of the collateral property and the fair value of the collateral asset is determined to be below the carrying value of our loan, we may recognize a specific CECL reserve. Furthermore, in certain circumstances, we may recognize a specific CECL reserve based upon anticipated proceeds from the disposition of our loan. The following table presents a summary of our risk rated 5 loans receivable held-for-investment as of September 30, 2026 ($ in thousands):


Property Type	Location	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve			Net Carrying Value
Multifamily (1)	CA	$	402,341	$	402,223	$	(152,223	)	$	250,000
Multifamily	CO		170,000		170,000		(81,100	)		88,900
Multifamily	AZ		155,000		155,000		(54,100	)		100,900
Multifamily	TX		142,291		141,776		(51,776	)		90,000
Multifamily	TX		126,535		126,535		(35,635	)		90,900
Total Multifamily			996,167		995,534		(374,834	)		620,700
Land	VA		160,393		160,393		(40,293	)		120,100
Total Land			160,393		160,393		(40,293	)		120,100
Office	GA		230,722		230,722		(39,922	)		190,800
Office (2)	CA		90,414		90,027		(18,927	)		71,100
Office	GA		66,642		66,244		(41,644	)		24,600
Total Office			387,778		386,993		(100,493	)		286,500
Other (3)	Other		1,527		1,527		-			1,527
Total Other			1,527		1,527		-			1,527
Total		$	1,545,865	$	1,544,447	$	(515,620	)	$	1,028,827

(1)

(2)

(3)

Amounts deemed uncollectible have been charged-off as of September 30, 2026.

Fair values of collateral assets 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 may include, among others, assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates, market and terminal capitalization rates, and, with respect to land, value per buildable square foot. These assumptions are based upon the nature of the properties, recent and projected property cash flows, recent sales and lease comparables, and anticipated real estate and capital market conditions, among other factors which we may deem relevant. Estimates of fair values used to determine specific CECL reserves as of September 30, 2026 include discount rates ranging from 6.0% to 20.0%, market and terminal capitalization rates ranging from 4.61% to 8.75%, and, with respect to the land loan, value per buildable square foot of $140 based on current entitlements.

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 September 30, 2026 by year of origination and risk rating, and principal charge-offs and recovery of principal charge-offs recognized during the nine months ended September 30, 2026 ($ in thousands):


				Carrying Value by Origination Year as of September 30, 2026
Risk Rating	Number of Loans	Carrying Value (1)		2026		2025		2024 (2)		2023		2022		2021		2020 and Prior
1	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-
2	1		129,941		-		-		-		-		-		129,941		-
3	11		1,302,163		-		-		102,292		-		590,722		210,985		398,164
4	1		78,500		-		-		-		-		78,500		-		-
5	10		1,028,827		-		-		-		-		370,700		345,700		312,427
	23	$	2,539,431	$	-	$	-	$	102,292	$	-	$	1,039,922	$	686,626	$	710,591
Principal Charge-offs (3)				$	-	$	-	$	-	$	-	$	55,198	$	847	$	41,409
Recovery of principal charge-offs (4)				$	-	$	-	$	-	$	-	$	-	$	-	$	(2,682	)

(1)

Net of specific CECL reserves of $515.6 million.

(2)

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

(3)

Principal charge-offs pertain to loans receivable previously included in our loan receivable held-for-investment portfolio and were resolved or sold during the nine months ended September 30, 2026.

(4)

During the nine months ended September 30, 2026, we received (i) $2.2 million of proceeds related to a loan receivable originated in 2019 and subsequently sold in 2023 and (ii) $0.5 million of proceeds related to a loan receivable originated in 2018 and subsequently sold in 2025. Such amounts are included in recovery of principal charge-offs on our consolidated statement of operations.

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


	September 30, 2026			December 31, 2025
Weighted average yield to maturity(1)		5.7	%		6.2	%
Weighted average term to initial maturity	0.3 years			0.5 years
Weighted average term to fully extended maturity(2)	0.4 years			1.1 years

(1)

Represents the weighted average annualized yield to initial maturity of each loan, inclusive of coupon and contractual fees, based on the applicable floating benchmark interest rate/floors (if applicable), in place as of September 30, 2026 and December 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%.

(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 September 30, 2026 and December 31, 2025, 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 September 30, 2026, the sole remaining loan held by CMTG/TT had a carrying value of $83.2 million and was placed on non-accrual status effective April 1, 2023. As of September 30, 2026, the carrying value of our 51% equity interest in CMTG/TT approximated $42.1 million.

The following tables present CMTG/TT’s consolidated balance sheets as of September 30, 2026 and December 31, 2025 ($ in thousands):


	September 30, 2026		December 31, 2025
Assets
Cash and cash equivalents	$	7	$	16
Loans receivable held-for-investment		83,167		83,167
Other assets		-		7
Total assets	$	83,174	$	83,190

Liabilities and Members' Capital
Other liabilities	$	663	$	452
Total liabilities		663		452

Members' capital		82,511		82,738
Total capital		82,511		82,738
Total liabilities and members' capital	$	83,174	$	83,190

The following tables present CMTG/TT’s consolidated statements of operations for the three and nine months ended September 30, 2026 and 2025 ($ in thousands):


	Three Months Ended						Nine Months Ended
	September 30, 2026			September 30, 2025			September 30, 2026			September 30, 2025
Revenue
Interest and related income	$	-		$	1		$	-		$	1
Total revenue		-			1			-			1

Expenses
Management fees - affiliate		52			51			156			155
General and administrative expenses		16			11			71			27
Total expenses		68			62			227			182

Net loss	$	(68	)	$	(61	)	$	(227	)	$	(181	)

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 September 30, 2026.

Note 5. Real Estate Owned

The following table presents additional detail related to our real estate owned held-for-investment, net, as of September 30, 2026 and December 31, 2025 ($ in thousands):


	September 30, 2026			December 31, 2025
Land	$	231,971		$	296,373
Building, building improvements, and site improvements		424,604			431,905
Tenant improvements		-			2,318
Furniture, fixtures and equipment		6,689			6,140
Real estate owned held-for-investment		663,264			736,736
Less: accumulated depreciation		(16,524	)		(6,731	)
Real estate owned held-for-investment, net	$	646,740		$	730,005

Depreciation expense related to our real estate owned held-for-investment assets for the three months ended September 30, 2026 and 2025 was $4.1 million and $2.0 million, respectively. Depreciation expense related to our real estate owned held-for-investment assets for the nine months ended September 30, 2026 and 2025 was $12.8 million and $2.6 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 September 30, 2026.

The following table presents detail related to changes in our real estate owned held-for-investment, net, during the nine months ended September 30, 2026 ($ in thousands):


	Gross Cost			Accumulated Depreciation			Real Estate Owned Held-for-Investment, Net
Total, December 31, 2025	$	736,736		$	(6,731	)	$	730,005
Foreclosure of multifamily property including capitalized transaction costs		59,233			-			59,233
Capital expenditures		8,099			-			8,099
Sale of multifamily property		(47,502	)		883			(46,619	)
Transfer to real estate owned held-for-sale		(93,302	)		2,135			(91,167	)
Depreciation expense		-			(12,811	)		(12,811	)
Total, September 30, 2026	$	663,264		$	(16,524	)	$	646,740

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


	Three Months Ended					Nine Months Ended
	September 30, 2026		September 30, 2025			September 30, 2026			September 30, 2025
Revenue
Hotel portfolio	$	23,704	$	22,193		$	59,487		$	57,808
Mixed-use property fixed rents		1,305		1,569			3,923			5,664
Mixed-use property variable rents		136		115			417			323
Mixed-use property amortization of above and below market leases, net		-		(295	)		(589	)		(983	)
Mixed-use property straight-line rent adjustment		-		252			401			434
Multifamily properties fixed rents		4,752		4,267			14,850			4,803
Multifamily properties variable rents		1,459		871			4,272			976
Multifamily property amortization of below market leases, net		38		37			112			37
Total revenue from real estate owned	$	31,394	$	29,009		$	82,873		$	69,062

Operating expenses
Hotel portfolio	$	14,619	$	13,941		$	39,917		$	39,251
Mixed-use property		531		934			1,500			3,776
Multifamily properties		6,874		3,614			18,868			4,073
Land		192		-			535			-
Total operating expenses from real estate owned	$	22,216	$	18,489		$	60,820		$	47,100

Interest expense
Hotel portfolio	$	4,825	$	5,203		$	14,320		$	19,388
Multifamily properties (1)		3,863		4,213			12,491			4,746
Total interest expense from real estate owned (2)	$	8,688	$	9,416		$	26,811		$	24,134

(1)

Such assets are pledged to certain of our repurchase agreements and, accordingly, excludes any allocation of amortization of deferred financing costs related to such repurchase agreement.

(2)

During the three and nine months ended September 30, 2026 and 2025, our mixed-use and land real estate owned assets were unlevered.

Sales of Real Estate Owned

In May 2026, we sold one of our multifamily real estate owned assets located in Dallas, TX to an unaffiliated purchaser for a gross sales price of $48.0 million relative to our carrying value (inclusive of lease intangibles) just prior to the sale of $46.7 million, resulting in a gain on sale of $0.3 million. The asset previously served as partial collateral for a loan receivable and we foreclosed on the collateral property in July 2025.

In September 2026, we sold one of our multifamily real estate owned assets located in Dallas, TX to an unaffiliated purchaser for a gross sales price of $22.5 million, resulting in net proceeds equal to our prior held-for-sale carrying value of $22.1 million. The asset previously served as collateral for a loan receivable and we foreclosed on the collateral property in July 2025.

In October 2026, an unaffiliated purchaser’s deposit became nonrefundable under an agreement to sell two of the seven hotels in

our REO hotel portfolio for a gross sales price of $44.5 million, a slight premium to the September 30, 2026 allocated carrying value. The sale is expected to close by the first quarter of 2027, subject to customary closing conditions. We acquired the hotel portfolio in February 2021 through foreclosure on a subordinate loan receivable, for which the two hotels served as partial collateral.

Real Estate Owned Held-For-Sale

In June 2026, we determined that our mixed-use real estate owned asset met the held-for-sale criteria. As a result, we reclassified this asset to real estate owned held-for-sale on our consolidated balance sheet and recognized a $27.8 million loss through our valuation adjustment for real estate owned held-for-sale based upon an anticipated sales price, less estimated costs to sell, and the carrying value of the asset (including related net lease intangible assets and deferred leasing costs) prior to reclassification. As of September 30, 2026, this asset continues to meet the held-for-sale criteria.

Multifamily Property Foreclosures

In January 2026, we acquired legal title to a multifamily property located in Dallas, TX through a mortgage foreclosure. Prior to such date, the multifamily property represented the collateral for a senior loan with an unpaid principal balance prior to principal charge-off of $76.6 million. As of December 31, 2025 and in anticipation of the mortgage foreclosure, we recognized a principal charge-off of $39.1 million based upon the multifamily property’s $37.4 million estimated fair value as determined by a third-party appraisal. During the nine months ended September 30, 2026, we recognized an additional principal charge-off of $0.8 million upon the assumption of net working capital. In connection with the mortgage foreclosure, we incurred $0.3 million of transaction costs. As of September 30, 2026, the multifamily property appears as part of real estate owned held-for-investment, net and related lease intangibles appear within other assets on our consolidated balance sheets.

In May 2026, we acquired legal title to a multifamily property located in Dallas, TX through a mortgage foreclosure. Prior to such date, the multifamily property represented the collateral for a senior loan with an unpaid principal balance prior to principal charge-off of $25.4 million. Upon foreclosure, we recognized principal and accrued interest receivable charge-offs of $2.7 million and $0.4 million, respectively, based upon the multifamily property’s $22.4 million estimated fair value as determined by a third-party appraisal and the assumption of net working capital. In connection with the mortgage foreclosure, we incurred $0.2 million of transaction costs. As of September 30, 2026, the multifamily property appears as part of real estate owned held-for-investment, net and related lease intangibles appear within other assets on our consolidated balance sheets.

Fair values of collateral assets used to determine the initial estimated fair value of real estate owned are calculated using a discounted cash flow model, a sales comparison approach, or a market capitalization approach. Estimates of fair values used to determine real estate owned upon acquisition may include, among others, assumptions of property specific cash flows over estimated holding periods, assumptions of property redevelopment costs, assumptions of leasing activities, discount rates, market and terminal capitalization rates, and, with respect to land, value per buildable square foot. These assumptions are based upon the nature of the properties, recent and projected property cash flows, recent sales and lease comparables, and anticipated real estate and capital market conditions, among other factors which we may deem relevant. Estimates of fair values used to determine real estate owned upon acquisition during the nine months ended September 30, 2026 include assumptions of a market capitalization rate ranging from 5.00% to 5.75% and a discount rate of 8.00%.

In accordance with ASC 805, we allocated the fair value of assets acquired and liabilities assumed, if any, in connection with the above-mentioned mortgage foreclosures as follows ($ in thousands):


	Dallas, TX		Dallas, TX
Foreclosure Date	January 2026		May 2026		Total
Land	$	5,549	$	3,772	$	9,321
Building		28,632		16,040		44,672
Site improvements		1,471		1,733		3,204
Furniture, fixtures and equipment		852		525		1,377
In-place lease values (1)		896		330		1,226
Total	$	37,400	$	22,400	$	59,800

(1)

Included within other assets on our consolidated balance sheets.

The following table presents additional detail of the assets acquired and liabilities assumed in connection with the above-mentioned mortgage foreclosures ($ in thousands):


	Dallas, TX			Dallas, TX
Foreclosure Date	January 2026			May 2026			Total
Assets
Cash	$	261		$	109		$	370
Restricted cash		1,672			1,377			3,049
Real estate owned		36,504			22,070			58,574
In-place lease values (1)		896			330			1,226
Other assets		359			160			519
Total assets		39,692			24,046			63,738

Liabilities
Other liabilities	$	3,138		$	1,349		$	4,487
Total liabilities		3,138			1,349			4,487

Equity		36,554			22,697			59,251
Carrying value of loan prior to charge-offs (2)		(76,453	)		(25,372	)		(101,825	)
Accrued interest receivable		-			(390	)		(390	)
Charge-off	$	(39,899	)	$	(3,065	)	$	(42,964	)

(1)

Included within other assets on our consolidated balance sheets.

(2)

Represents carrying value of each loan prior to specific CECL reserves and principal charge-offs recognized in connection with the mortgage foreclosures. Total amount is net of $0.2 million of unamortized fees.

Leases

We have non-cancelable operating leases for space in our mixed-use and multifamily properties. 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 September 30, 2026, 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
2026(1)	$	1,411
2027		5,634
2028		5,742
2029		6,472
2030		6,522
Thereafter		29,894
Total	$	55,675

(1)

Contractual lease payments due for the remaining three months of 2026.

Lease Intangibles

As of September 30, 2026 and December 31, 2025, our lease intangibles are comprised of the following ($ in thousands):


Intangible	September 30, 2026			December 31, 2025
In-place, above market, and other lease values	$	7,455		$	28,383
Less: accumulated amortization		(6,512	)		(8,632	)
In-place, above market, and other lease values, net (1)	$	943		$	19,751

Below market lease values	$	(403	)	$	(4,612	)
Less: accumulated amortization		187			1,016
Below market lease values, net (2)	$	(216	)	$	(3,596	)

(1)

Included within other assets on our consolidated balance sheets.

(2)

Included within other liabilities on our consolidated balance sheets.

Amortization of our lease intangibles for the three and nine months ended September 30, 2026 and 2025 is as follows ($ in thousands):


	Three Months Ended					Nine Months Ended
Intangible	September 30, 2026		September 30, 2025			September 30, 2026			September 30, 2025
In-place and other lease values (1)	$	375	$	1,822		$	4,156		$	2,462
Above market lease values (2)		-		(391	)		(779	)		(1,267	)
Below market lease values (2)		38		133			302			321

(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.

As of September 30, 2026, the estimated amortization of our lease intangibles related to real estate owned held-for-investment is approximately as follows ($ in thousands):


	In-place and Other Lease Values (1)		Below Market Lease Values (2)
2026 (3)	$	375	$	38
2027		385		151
2028		183		27
2029		-		-
2030		-		-
Thereafter		-		-
Total	$	943	$	216

(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 below market lease values is recognized in revenue from real estate owned on our consolidated statements of operations.

(3)

Amortization of lease intangibles for the remaining three months of 2026.

The weighted average amortization period for in-place lease values acquired during the nine months ended September 30, 2026 was 1.0 year.

Note 6. Debt Obligations

As of September 30, 2026 and December 31, 2025, we financed certain of our loans receivable using repurchase agreements, a term participation facility, and/or notes payable. Further, we have debt related to real estate owned hotel portfolio and a secured term loan. Our financings bear interest at a rate equal to SOFR plus a credit spread.

The following table summarizes our financings as of September 30, 2026 and December 31, 2025 ($ in thousands):


	September 30, 2026						December 31, 2025
	Capacity		Borrowings Outstanding		Weighted Average Spread (1)		Capacity		Borrowings Outstanding		Weighted Average Spread(1)
Repurchase agreements and term participation facility (2)	$	3,159,630	$	1,535,889		+ 2.85%	$	4,180,546	$	2,187,066		+ 2.92%
Notes payable		-		-		-		195,830		177,999		+ 3.22%
Secured term loan		500,000		500,000		+ 6.75%		556,188		556,188		+ 4.50%
Debt related to real estate owned hotel portfolio		235,000		235,000		+ 3.18%		235,000		235,000		+ 3.18%
Total/Weighted Average	$	3,894,630	$	2,270,889		+ 3.74%	$	5,167,564	$	3,156,253		+ 3.23%

(1)

Weighted average spread over the applicable benchmark interest rate is based on unpaid principal balance. SOFR as of September 30, 2026 and December 31, 2025 was 3.91% and 3.69%, respectively.

(2)

The repurchase agreements and term participation facility are partially recourse to us. As of September 30, 2026 and December 31, 2025, the weighted average recourse on our repurchase agreements and term participation facility was 30% and 30%, respectively.

Repurchase Agreements and Term Participation Facility

Repurchase Agreements

The following table summarizes our repurchase agreements by lender as of September 30, 2026 ($ 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.	7/28/2027	7/28/2030	$	1,882,487	$	531,589	$	1,350,898	$	980,354
JP Morgan Chase Bank, N.A. (3)	3/31/2028	3/31/2030		808,636		792,332		16,304		1,069,813
Morgan Stanley Bank, N.A.	1/26/2027	1/26/2028		250,000		-		250,000		-
Total			$	2,941,123	$	1,323,921	$	1,617,202	$	2,050,167

(1)

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

(2)

Net of specific CECL reserves, if any.

(3)

Repurchase agreement specifically provides for the ability to finance (i) loans receivable, including those which may be delinquent or in default, and (ii) real estate owned assets subsequent to assuming legal title and/or physical possession of the collateral property. As of September 30, 2026, (i) $178.6 million of borrowings outstanding on this repurchase agreement relate to our multifamily real estate owned assets, and (ii) the carrying value of collateral for this repurchase agreement includes our multifamily real estate owned assets, related lease intangibles included in other assets, and related below market lease values included in other liabilities on our consolidated balance sheets.

The Wells Fargo Bank, N.A. repurchase agreement was terminated in July 2026 upon reaching maturity in accordance with its terms.

The following table summarizes our repurchase agreements by lender as of December 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	$	1,882,487	$	880,675	$	1,001,812	$	1,479,384
JP Morgan Chase Bank, N.A.(3)	3/31/2028	3/31/2030		948,253		926,939		21,314		1,193,842
Morgan Stanley Bank, N.A.	1/26/2026	1/26/2028		750,000		50,000		700,000		113,809
Wells Fargo Bank, N.A.(4)	4/30/2026	4/30/2028		250,000		-		250,000		-
Total			$	3,830,740	$	1,857,614	$	1,973,126	$	2,787,035

(1)

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

(2)

Net of specific CECL reserves, if any.

(3)

Repurchase agreement specifically provides for the ability to finance (i) loans receivable, including those which may be delinquent or in default, and (ii) real estate owned assets subsequent to assuming legal title and/or physical possession of the collateral property. As of December 31, 2025, (i) $195.3 million of borrowings outstanding on this repurchase agreement relate to our multifamily real estate owned assets, and (ii) the carrying value of collateral for this repurchase agreement includes our multifamily real estate owned assets, related lease intangibles included in other assets, and below market lease values included in other liabilities on our consolidated balance sheets.

(4)

In April 2026, we extended the initial maturity of this repurchase agreement to July 29, 2026.

Term Participation Facility

On November 4, 2022, we entered into a master participation and administration agreement to finance certain of our loans receivable.

Our term participation facility as of September 30, 2026 is summarized as follows ($ in thousands):


Contractual Maturity Date	Total Commitments		Borrowings Outstanding and Carrying Value (1)		Carrying Value of Collateral (1)
12/23/2029	$	218,507	$	211,968	$	422,919

(1)

In October 2026, $200.0 million of borrowings outstanding were repaid from proceeds received upon the repayment of an associated loan receivable.

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


Contractual Maturity Date	Total Commitments		Borrowings Outstanding and Carrying Value		Carrying Value of Collateral
12/23/2029	$	349,806	$	329,452	$	590,237

Notes Payable

As of September 30, 2026, none of our loans receivable were financed with notes payable. Our notes payable as of December 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 (1)	9/2/2027	$	121,833	$	121,454	$	173,239
2/2/2026 (2)	2/2/2027		56,166		56,068		53,487
Total		$	177,999	$	177,522	$	226,726

(1)

In January 2026, this note payable was repaid in full upon the repayment of the associated loan receivable.

(2)

In February 2026, we assigned our right, title, and interest in the loan receivable and collateral property to our financing counterparty in exchange for the full extinguishment of amounts due under the related note payable.

Secured Term Loan

On August 9, 2019, we entered into a secured term loan which accrued interest at the greater of (i) SOFR plus a 0.10% credit spread adjustment and (ii) 0.50%, plus a credit spread of 4.50%. In January 2026, we refinanced our secured term loan with a new secured term loan which provides for an aggregate principal amount of $500.0 million, a maturity date of January 30, 2030, and incurs interest at a rate of SOFR plus 6.75%, subject to a SOFR floor of 2.50%. In connection with the repayment of our prior secured term loan, we recognized a loss on extinguishment of debt of $5.9 million, representing unamortized deferred financing costs at the time of repayment. Our new secured term loan is collateralized by a pledge of equity in certain subsidiaries and their related assets. As consideration for and in connection with entering into our new secured term loan, we issued detachable warrants exercisable until January 2037. In accordance with ASC 470, Debt, based on relative fair values at January 30, 2026 and prior to original issue discount and deferred financing costs, we allocated $486.5 million of value to the secured term loan using a discounted cash flow model, incorporating Level 3 assumptions of an implied yield on the value of the warrants. Value allocated to the detachable warrants is classified as equity and creates a corresponding discount on our secured term loan in the same amount which is amortized to interest expense using the effective interest method. Furthermore, we incurred $23.2 million of transaction costs which were allocated proportionately between deferred financing costs and equity issuance costs in the same manner. See Note 9 - Equity - Warrants for further detail.

Our secured term loan as of September 30, 2026 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Interest Rate	Borrowing Outstanding		Carrying Value
1/30/2030	S + 6.75%	10.66%	$	500,000	$	469,947

(1)

SOFR at September 30, 2026 was 3.91%.

Our prior secured term loan as of December 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%	8.29%	$	556,188	$	549,447

(1)

SOFR at December 31, 2025 was 3.69%.

Debt Related to Real Estate Owned Hotel Portfolio

On February 8, 2021, we assumed a $300.0 million securitized senior mortgage in connection with a foreclosure on a hotel portfolio which, subsequent thereto, was modified 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 forbearance agreements with our lender through September 9, 2025 and concurrently repaid $5.0 million of the principal balance. During the forbearance period, interest accrued at additional rates ranging from 3.0% to 5.0% per annum. On June 9, 2025, we refinanced our debt related to real estate owned hotel portfolio with a non-recourse senior mortgage in the amount of $235.0 million. Such financing matures on June 9, 2027, and we may extend the maturity to June 9, 2030 pursuant to three one-year extension options, subject to meeting prescribed conditions.

Our debt related to real estate owned hotel portfolio as of September 30, 2026 is summarized as follows ($ in thousands):


Contractual Maturity Date	Stated Rate (1)	Net Interest Rate (1)	Borrowing Outstanding		Carrying Value
6/9/2027	S + 3.18%	7.09%	$	235,000	$	233,114

(1)

SOFR at September 30, 2026 was 3.91%, which was below the 6.79% strike rate provided by our interest rate cap. See Note 7 – Derivatives for further detail.

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


Contractual Maturity Date	Stated Rate (1)	Net Interest Rate (1)	Borrowing Outstanding		Carrying Value
6/9/2027	S + 3.18%	6.87%	$	235,000	$	230,992

(1)

SOFR at December 31, 2025 was 3.69%, which was below the 6.79% strike rate 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 hotel portfolio, and secured term loan for the three and nine months ended September 30, 2026 and 2025, respectively ($ in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
Interest expense on secured financings	$	22,821	$	49,442	$	81,313	$	177,667
Interest expense on secured term loan		13,364		16,320		39,118		48,543
Amortization of deferred financing costs		3,263		6,077		15,102		16,851
Amortization of discount on secured term loan		843		-		2,255		-
Interest and related expense		40,291		71,839		137,788		243,061
Interest expense on debt related to real estate owned hotel portfolio (1)		4,825		5,203		14,320		19,388
Interest expense on multifamily real estate owned properties (2)		3,863		4,213		12,491		4,746
Total interest and related expense	$	48,979	$	81,255	$	164,599	$	267,195

(1)

For the three months ended September 30, 2026 and 2025, interest expense on debt related to real estate owned hotel portfolio includes $0.7 million and $0.7 million, respectively, of amortization of deferred financing costs. For the nine months ended September 30, 2026 and 2025, interest expense on debt related to real estate owned hotel portfolio includes $2.1 million and $1.6 million, respectively, of amortization of deferred financing costs.

(2)

Our multifamily real estate owned assets are pledged to certain of our repurchase agreements. Thus, amount excludes any allocation of amortization of deferred financing costs related to such repurchase agreement.

Financial Covenants

Our financing agreements generally contain certain financial covenants. As of September 30, 2026, we are in compliance with all financial covenants under our financing agreements.

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 elevated benchmark interest rates compared to recent historical levels and the effects thereof on our and our borrowers’ operating performance, 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 the results of our operating activities, our financial condition, and the overall market conditions in which we and our borrowers operate 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.

Repurchase Agreements and Term Participation Facility

As calculated in accordance with our repurchase agreements and our term participation facility and as of September 30, 2026, (i) our tangible net worth shall not be less than $1.0 billion plus 75% of the aggregate cash proceeds received by us after January 30, 2026 from any equity issuances, capital contributions, and/or subscriptions (net of any related costs), (ii) our total debt-to-equity ratio shall not exceed 3.50 to 1.00, and (iii) our cash liquidity shall not be less than the greater of (x) $20.0 million or (y) 5% of total recourse indebtedness (which includes our secured term loan). For the quarters ending September 30, 2026 to June 30, 2027, there is no measurement of our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges (our “Interest Coverage Ratio”). Commencing with the quarters ending September 30, 2027 and December 31, 2027, our Interest Coverage Ratio shall not be less than 1.10 to 1.00. Subsequent thereto, our Interest Coverage Ratio shall not be less than (i) 1.20 to 1.00 for the quarters ending March 31, 2028 and June 30, 2028 and (ii) 1.30 to 1.00 for the quarters ending September 30, 2028 and thereafter.

Secured Term Loan

As calculated in accordance with our new secured term loan agreement and effective upon its closing, (i) our tangible net worth shall not be less than $1.0 billion plus 75% of the aggregate cash proceeds received by us after January 30, 2026 from any equity issuances, capital contributions, and/or subscriptions (net of any related costs) and (ii) our total debt-to-equity ratio shall not exceed 3.50 to 1.00. For the quarters ending September 30, 2026 to June 30, 2027, there is no measurement of our Interest Coverage Ratio. Commencing with the quarters ending September 30, 2027 and December 31, 2027, our Interest Coverage Ratio shall not be less than 1.10 to 1.00. Subsequent thereto, our Interest Coverage Ratio shall not be less than (i) 1.20 to 1.00 for the quarters ending March 31, 2028 and June 30, 2028 and (ii) 1.30 to 1.00 for the quarters ending September 30, 2028 and thereafter.

Note 7. Derivatives

Prior to the June 2025 refinance of our debt related to real estate owned hotel portfolio, we acquired interest rate caps with maturity dates and notional amounts equal to that of the then maturity dates and outstanding principal balance of our debt related to real estate owned hotel portfolio, respectively, and strike rates ranging from 3.0% to 5.0% which effectively limited the maximum interest rate to 7.94% through the then contractual maturity. Concurrent with refinancing our debt related to real estate owned hotel portfolio in June 2025, we acquired an interest rate cap for a price of $71,000 with a notional amount of $235.0 million, a strike rate of 6.79%, and a maturity date of June 2027, which effectively limits the maximum interest rate of our debt related to real estate owned hotel portfolio to 9.97%.

Changes in the fair value of our interest rate cap are recorded as an unrealized gain or loss on interest rate cap on our consolidated statements of operations and the fair value is recorded in other assets on our consolidated balance sheets. Proceeds received from our counterparty related to the interest rate cap are recorded as proceeds from interest rate cap on our consolidated statements of operations. As of September 30, 2026 and December 31, 2025, the fair value of our interest rate cap was de minimis. During the three and nine months ended September 30, 2026 and 2025, we did not recognize any proceeds from our interest rate caps.

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 falls 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 caps are 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 caps. The variable interest rates used in the calculation of projected receipts on the interest rate caps are based on a third-party expert’s expectation of future interest rates derived from observable market interest rate curves and volatilities. Our interest rate caps are classified as Level 2 in the fair value hierarchy. As of September 30, 2026 and December 31, 2025, 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):


	September 30, 2026
	Carrying		Unpaid Principal				Fair Value Hierarchy Level
	Value		Balance		Fair Value		Level 1		Level 2		Level 3
Loans receivable held-for-investment, net	$	2,490,623	$	3,055,182	$	2,528,810	$	-	$	-	$	2,528,810
Repurchase agreements		1,323,921		1,323,921		1,323,921		-		-		1,323,921
Term participation facility		211,968		211,968		211,413		-		-		211,413
Secured term loan, net		469,947		500,000		491,598		-		-		491,598
Debt related to real estate owned hotel portfolio, net		233,114		235,000		235,060		-		-		235,060


	December 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	$	3,615,401	$	4,057,357	$	3,636,499	$	-	$	-	$	3,636,499
Repurchase agreements		1,857,614		1,857,614		1,857,614		-		-		1,857,614
Term participation facility		329,452		329,452		325,837		-		-		325,837
Notes payable, net		177,522		177,999		177,861		-		-		177,861
Secured term loan, net		549,447		556,188		538,112		-		-		538,112
Debt related to real estate owned hotel portfolio, net		230,992		235,000		235,216		-		-		235,216

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 September 30, 2026 and December 31, 2025, we had 141,085,961 and 140,218,764 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 nine months ended September 30, 2026 and 2025, respectively:


	Nine Months Ended
Common Stock Outstanding	September 30, 2026		September 30, 2025
Beginning balance		140,218,764		139,362,657
Issuance of common stock in exchange for fully vested RSUs		867,197		856,107
Ending balance		141,085,961		140,218,764

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 nine months ended September 30, 2026, we did not issue any shares of our common stock pursuant to the ATM Agreement. As of September 30, 2026, the ATM Agreement has not been utilized, and $150.0 million of our common stock remained available for issuance pursuant to the ATM Agreement.

Dividends

The Board did not declare any dividends during the nine months ended September 30, 2026 and 2025.

Warrants

As consideration for and in connection with entering into our new secured term loan in January 2026, we issued detachable warrants to purchase up to 7,542,227 shares of our common stock at an exercise price of $4.00 per share, with an expiration date of January 2037. In accordance with ASC 470, Debt, based on relative fair values at January 30, 2026, we allocated $13.5 million of value to the warrants using Level 3 inputs within a Black-Scholes model, incorporating terms of the warrants, historical volatility of our common stock, and current dividend levels. Value allocated to warrants is classified as equity with no subsequent remeasurement and creates a corresponding discount on our secured term loan in the same amount. Furthermore, we incurred $23.2 million of transaction costs which were allocated proportionately between deferred financing costs and equity issuance costs in the same manner. See Note 6 - Debt Obligations - Secured Term Loan for further detail. As of September 30, 2026, none of the warrants have been exercised.

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.

For the three and nine months ended September 30, 2026 and 2025, 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 per share data):


	Three Months Ended						Nine Months Ended
	September 30, 2026			September 30, 2025			September 30, 2026			September 30, 2025
Net loss	$	(14,257	)	$	(9,528	)	$	(323,982	)	$	(269,858	)
Dividends on participating securities (1)		-			-			-			-
Participating securities’ share in earnings		-			-			-			-
Basic loss	$	(14,257	)	$	(9,528	)	$	(323,982	)	$	(269,858	)
Weighted average shares of common stock outstanding, basic and diluted (2)		141,380,300			140,563,026			141,088,707			140,052,069
Net loss per share of common stock, basic and diluted	$	(0.10	)	$	(0.07	)	$	(2.30	)	$	(1.93	)

(1)

For the three and nine months ended September 30, 2026 and 2025, our Board did not declare any dividends.

(2)

Amounts for the three months ended September 30, 2026 and 2025 include 293,798 and 205,150, respectively, of fully vested RSUs. Amounts for the nine months ended September 30, 2026 and 2025 include 271,606 and 205,150, respectively, of fully vested RSUs.

For the three months ended September 30, 2026 and 2025, 2,888,366 and 2,519,608 of weighted average unvested RSUs, respectively, were excluded from the calculation of diluted EPS because the effect was anti-dilutive. For the nine months ended September 30, 2026 and 2025, 2,942,312 and 2,683,845 of weighted average unvested RSUs, respectively, were excluded from the calculation of diluted EPS because the effect was anti-dilutive. For the three and nine months ended September 30, 2026, 7,542,227 and 6,741,038 of weighted average warrants, respectively, were excluded from the calculation of diluted EPS because the effect was anti-dilutive. For the three and nine months ended September 30, 2025, we had no outstanding warrants.

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.

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. During the three months ended September 30, 2026 and 2025, we incurred $6.8 million and $7.7 million, respectively, of management fees. During the nine months ended September 30, 2026 and 2025, we incurred $21.2 million and $24.3 million, respectively, of management fees. Management fees are generally paid quarterly, in arrears, and $6.8 million and $7.8 million were accrued and were included in management fee payable – affiliate, on our consolidated balance sheets at September 30, 2026 and December 31, 2025, 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.

Termination Fees

On January 30, 2026 and in connection with our new secured term loan, we amended our Management Agreement and our by-laws. Our new secured term loan provides the lenders with the right to appoint two non-voting observers to our Board, each of whom must qualify as independent under the standards of the New York Stock Exchange and be reasonably satisfactory to us. The new secured term loan also provides additional governance rights upon the occurrence and continuance of a material event of default (“MEOD”), including the right to have the two board observers be automatically appointed to our Board (the “Designated Directors”) and to have such Designated Directors, through a restructuring committee, participate in a review of our Manager and have such restructuring committee make a recommendation to the Board regarding whether or not to terminate our Manager. In such instances and prior to termination, only fees and expenses incurred subsequent to the MEOD necessary to cover our Manager’s operating costs may be paid by us. Such amendment is only effective until our new secured term loan is repaid in full.

If we elect to terminate the Management Agreement aside from instances discussed above, 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 September 30, 2026 and 2025, we incurred $1.1 million and $1.1 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. For the nine months ended September 30, 2026 and 2025, we incurred $3.2 million and $3.2 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 September 30, 2026 and December 31, 2025, $1.0 million and $1.0 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. In June 2026, the Plan was amended to increase the number of shares of common stock reserved for issuance under the Plan by 6.5 million shares. As of September 30, 2026, the maximum remaining number of shares that may be issued under the Plan is 7,168,701 shares. Subsequent thereto, we issued 17,561 deferred RSUs and 7,151,140 shares remain available under the Plan. 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 September 30, 2026 and 2025, we issued 8,744 and 18,008, respectively, of deferred RSUs in lieu of cash fees to such directors, and recognized an expense of approximately $21,000 and $53,000, respectively. During the nine months ended September 30, 2026 and 2025, we issued 58,414 and 43,611, respectively, of deferred RSUs in lieu of cash fees to such directors, and recognized an expense of approximately $118,000 and $159,000, 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.

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. On June 3, 2026, we granted 320,512 RSUs to non-executive board members with a grant date fair value per share of $2.34.

Stock-Based Compensation Expense

For the three months ended September 30, 2026 and 2025, we recognized $1.4 million and $2.1 million, respectively, of stock-based compensation expense related to the RSUs. For the nine months ended September 30, 2026 and 2025, we recognized $5.2 million and $11.9 million, respectively, of stock-based compensation expense related to the RSUs. As of September 30, 2026, total unrecognized compensation expense was $6.5 million based on the grant date fair value of RSUs granted. This expense is expected to be recognized over a remaining period of 1.6 years from September 30, 2026.

Certain participants of the Plan are required 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. The following table details the deliveries of shares of our common stock for vested RSUs and corresponding payments for withholding taxes upon delivery of such vested RSUs during the three and nine months ended September 30, 2026 and 2025, which are reflected as adjustments to additional paid-in capital on our consolidated statement of changes in equity ($ in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2026		September 30, 2025		September 30, 2026		September 30, 2025
Vested RSUs		2,940		629,459		1,049,054		1,348,713
Shares of common stock delivered		1,755		396,763		605,103		826,369
Payments for withholding taxes upon delivery of stock-based awards	$	2	$	805	$	998	$	1,467

The following table details the time-based RSU activity during the nine months ended September 30, 2026 and 2025:


	Nine Months Ended September 30, 2026					Nine Months Ended September 30, 2025
	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		2,845,627		$	5.19		2,722,295		$	11.70
Granted		1,505,512			2.14		1,486,259			2.51
Vested		(1,325,804	)		6.23		(1,437,927	)		13.70
Forfeited		(159,171	)		3.86		(261,014	)		8.22
Unvested, end of period		2,866,164			3.16		2,509,613			5.47

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 and nine months ended September 30, 2026 and 2025, 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. We may use net operating losses carried forward to offset future net taxable income, and therefore reduce our dividend requirements, subject to certain limitations as prescribed by the Internal Revenue Code which may change from time to time.

Our TRS holds our real estate owned hotel portfolio and is party to an agreement entered into upon the sale of a loan receivable as discussed further in Note 3 - Loan Portfolio - Sales of Loans Receivable. 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 or benefit for income taxes for the three and nine months ended September 30, 2026 and 2025, and we did not have any deferred tax assets, net of valuation allowances or deferred tax liabilities, net of any valuation allowances as of September 30, 2026 and December 31, 2025. As of September 30, 2026, our gross deferred tax asset and valuation allowance were each $57.6 million. As of September 30, 2025, our gross deferred tax asset and valuation allowance were each $55.6 million. As of December 31, 2025, our gross deferred tax asset and valuation allowance were each $54.8 million.

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 September 30, 2026 and December 31, 2025, 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 2023 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. As of September 30, 2026 and December 31, 2025, 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 September 30, 2026 and December 31, 2025, our remaining capital commitment to CMTG/TT was $72.9 million.

As of September 30, 2026 and December 31, 2025, we had aggregate unfunded loan commitments of $171.0 million and $271.9 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 financings are expected to be repaid upon the resolution of the associated loan receivable or real estate owned asset, with a portion of the proceeds from the resolution of other loans receivable and real estate owned assets within our portfolio, or through a combination thereof. To the extent a financing is expected to reach final maturity, we may also seek replacement financings, extension of existing financings, or other capital solutions as deemed appropriate by management. Our contractual payments due under all financings were as follows as of September 30, 2026 ($ in thousands):


Year	Initial Maturity(1)		Fully Extended Maturity(2)
2026 (3)	$	1,146,907	$	1,146,907
2027		279,869		44,869
2028		16,578		16,578
2029		148,901		148,901
2030		678,634		913,634
Total	$	2,270,889	$	2,270,889

(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)

Financings due for the remaining three months of 2026. Includes financings outstanding of $549.2 million related to seven loans in maturity default with aggregate unpaid principal balance of $1.4 billion.

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 September 30, 2026 and 2025 ($ in thousands):


	Three Months Ended September 30, 2026									Three Months Ended September 30, 2025
	Loan Portfolio			REO Portfolio			Total			Loan Portfolio			REO Portfolio			Total
Interest and related income	$	41,536		$	-		$	41,536		$	88,904		$	-		$	88,904
Interest and related expense		(40,291	)		-			(40,291	)		(71,839	)		-			(71,839	)
Revenue from real estate owned		-			31,394			31,394			-			29,009			29,009
Amortization of above and below market leases, net		-			(38	)		(38	)		-			258			258
Management fees - affiliate		(6,822	)		-			(6,822	)		(7,733	)		-			(7,733	)
General and administrative expenses		(3,582	)		-			(3,582	)		(4,812	)		-			(4,812	)
Real estate owned:
Operating expenses		-			(22,216	)		(22,216	)		-			(18,489	)		(18,489	)
Interest expense		-			(8,688	)		(8,688	)		-			(9,416	)		(9,416	)
Loss from equity method investment		(35	)		-			(35	)		(32	)		-			(32	)
Amortization of discount on secured term loan		843			-			843			-			-			-
Principal charge-offs (1)		(4,884	)		-			(4,884	)		(42,325	)		-			(42,325	)
Valuation adjustment for real estate owned held- for-sale		-			(4	)		(4	)		-			12,980			12,980
Gain on sales of real estate owned		-			-			-			-			2,006			2,006
Previously recognized depreciation and amortization on real estate owned (2)		-			-			-			-			(58	)		(58	)
Recovery of principal charge-offs		733			-			733			-			-			-
Distributable (Loss) Earnings	$	(12,502	)	$	448		$	(12,054	)	$	(37,837	)	$	16,290		$	(21,547	)

Reconciliation to net loss
Principal charge-offs (1)								4,884									42,325
Previously recognized depreciation and amortization on real estate owned (2)								-									58
Provision for current expected credit loss reserve								(387	)								(24,234	)
Depreciation and amortization								(4,453	)								(3,740	)
Amortization of above and below market leases, net								38									(258	)
Amortization of discount on secured term loan								(843	)								-
Stock-based compensation expense								(1,442	)								(2,061	)
Unrealized loss on interest rate cap								-									(71	)
Net loss							$	(14,257	)							$	(9,528	)

(1)

For the three months ended September 30, 2026, amount includes a $0.1 million charge-off of an exit fee related to the discounted payoff of a multifamily loan in July 2026.

(2)

Reflects previously recognized depreciation and amortization on the portion of our mixed-use real estate owned asset that was sold during the three months ended September 30, 2025. Amounts recorded were not previously recognized 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 nine months ended September 30, 2026 and 2025 ($ in thousands):


	Nine Months Ended September 30, 2026									Nine Months Ended September 30, 2025
	Loan Portfolio			REO Portfolio			Total			Loan Portfolio			REO Portfolio			Total
Interest and related income	$	146,786		$	-		$	146,786		$	315,080		$	-		$	315,080
Interest and related expense		(137,788	)		-			(137,788	)		(243,061	)		-			(243,061	)
Revenue from real estate owned		-			82,873			82,873			-			69,062			69,062
Amortization of above and below market leases, net		-			477			477			-			946			946
Management fees - affiliate		(21,246	)		-			(21,246	)		(24,327	)		-			(24,327	)
General and administrative expenses		(11,516	)		-			(11,516	)		(14,118	)		-			(14,118	)
Real estate owned:
Operating expenses		-			(60,820	)		(60,820	)		-			(47,100	)		(47,100	)
Interest expense		-			(26,811	)		(26,811	)		-			(24,134	)		(24,134	)
Loss from equity method investment		(116	)		-			(116	)		(93	)		-			(93	)
Amortization of discount on secured term loan		2,255			-			2,255			-			-			-
Loss on extinguishment of debt		(5,898	)		-			(5,898	)		(547	)		-			(547	)
Principal charge-offs (1)		(110,728	)		-			(110,728	)		(209,795	)		-			(209,795	)
Valuation adjustment for real estate owned held- for-sale		-			(29,627	)		(29,627	)		-			12,618			12,618
Gain on sales of real estate owned		-			341			341			-			366			366
Previously recognized depreciation and amortization on real estate owned (2)		-			(1,346	)		(1,346	)		-			(2,198	)		(2,198	)
Previously recognized depreciation and amortization on real estate owned held-for-sale (3)		-			(7,636	)		(7,636	)		-			-			-
Recovery of principal charge-offs		2,682			-			2,682			-			-			-
Distributable (Loss) Earnings	$	(135,569	)	$	(42,549	)	$	(178,118	)	$	(176,861	)	$	9,560		$	(167,301	)

Reconciliation to net loss
Principal charge-offs (1)								110,728									209,795
Previously recognized depreciation and amortization on real estate owned (2)								1,346									2,198
Previously recognized depreciation and amortization on real estate owned held-for-sale (3)								7,636									-
Provision for current expected credit loss reserve								(240,598	)								(254,846	)
Valuation adjustment for loan receivable held-for-sale								-									(41,767	)
Depreciation and amortization								(16,996	)								(5,023	)
Amortization of above and below market leases, net								(477	)								(946	)
Amortization of discount on secured term loan								(2,255	)								-
Stock-based compensation expense								(5,248	)								(11,897	)
Unrealized loss on interest rate cap								-									(71	)
Net loss							$	(323,982	)							$	(269,858	)

(1)

For the nine months ended September 30, 2026, amount includes (i) a $12.9 million charge-off of accrued interest receivable and $0.3 million charge-off of an exit fee related to the sale of a hospitality loan in March 2026, (ii) a $0.4 million charge-off of accrued interest receivable related to the mortgage foreclosure on a multifamily property in May 2026, and (iii) a $0.1 million charge-off of an exit fee related to the discounted payoff of a multifamily loan in July 2026. For the nine months ended September 30, 2025, amount includes (i) a $6.5 million charge-off of accrued interest receivable related to the discounted payoff of a land loan in March 2025 and the foreclosures on multifamily properties in July 2025 and (ii) a $0.5 million charge-off of an exit fee related to the discounted payoff of a land loan in March 2025.

(2)

Reflects previously recognized depreciation and amortization on (i) one of our multifamily real estate owned assets that was sold during the nine months ended September 30, 2026 and (ii) the portions of our mixed-use real estate owned asset that were sold during the nine months ended September 30, 2025. Amounts recorded were not previously recognized in Distributable Earnings (Loss).

(3)

Reflects previously recognized depreciation and amortization on (i) our mixed-use real estate owned asset upon reclassification to held-for-sale and (ii) one of our multifamily real estate owned assets upon reclassification to held-for-sale during the nine months ended September 30, 2026. Amounts recorded were not previously recognized in Distributable Earnings (Loss).

Note 16. Subsequent Events

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

In October 2026, we received the full repayment of a hospitality loan. As of September 30, 2026, the loan had a total commitment and unpaid principal balance of $73.7 million and $68.7 million, respectively. A portion of repayment proceeds

was used to repay the associated financing of $44.9 million.

In October 2026, we received the full repayment of a hospitality loan. As of September 30, 2026, the loan had a total commitment and unpaid principal balance of $200.0 million. A portion of repayment proceeds was used to repay the associated financing of $92.3 million.

In October 2026, three unaffiliated purchasers’ deposits became nonrefundable under separate agreements to sell the following assets.

One risk rated 5 unencumbered loan receivable, collateralized by an office property in California, for a gross sales price of $65.7 million. The sale is expected to close in the fourth quarter of 2026, subject to customary closing conditions. As of September 30, 2026, the loan receivable’s carrying value of $71.1 million, which was based upon the estimated fair value of the underlying collateral, was not reduced to the anticipated sale proceeds. If completed, the sale is expected to result in an incremental loss of approximately $5.4 million, reflecting a discount accepted in consideration of resolving the loan within this timeframe.

One risk rated 5 loan receivable, collateralized by a multifamily property in California, for a gross sales price of $245.0 million. The sale is expected to close in the fourth quarter of 2026, subject to customary closing conditions. As of September 30, 2026, the loan receivable’s carrying value of $250.0 million, which was based upon the estimated fair value of the underlying collateral, was not reduced to the anticipated sale proceeds. If completed, the sale is expected to result in an incremental loss of approximately $5.0 million, reflecting a discount accepted in consideration of resolving the loan within this timeframe.

Two of the seven hotels in our REO hotel portfolio for a gross sales price of $44.5 million, a slight premium to the September 30, 2026 allocated carrying value. The sale is expected to close by the first quarter of 2027, subject to customary closing conditions. We acquired the hotel portfolio in February 2021 through foreclosure on a subordinate loan receivable, for which the two hotels served as partial collateral.

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, we intend 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; anticipated timing, amount, and pace of resolutions of our investments; the timing of cash flows, if any, from our investments; our ability to maintain levels of liquidity that meet or exceed our liquidity needs; the state of and uncertainty surrounding 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 regulations and policies, including changes in monetary policy; 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 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 in which our borrowers operate; the state of the regional, national, and global banking systems; 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 markets in which we and our borrowers operate and the impacts thereof; changes in the market value of our investments and collateral underlying our investments; the 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 these relate 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 laws and rates, and similar matters (including the 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”); the 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; the availability of qualified personnel from our Sponsor and its affiliates, including our Manager; estimates relating to our ability to pay or resume paying 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, North Africa, and South America 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. 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. Factors that could cause or

contribute to these differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” of this filing. 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 for us 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 in order to maximize recovery from a defaulted loan, assuming legal title and/or physical possession of the collateral property.

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 (“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 (Loss) per share prior to realized gains and losses, which such gains and losses include 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 September 30, 2026, we had net loss per share of $0.10, Diluted Distributable Loss per share of $0.08, Diluted Distributable Loss per share prior to realized gains and losses of $0.05, and our Board did not declare any dividends. As of September 30, 2026, our book value per share was $8.49, our adjusted book value per share was $9.00, our Net Debt-to-Equity Ratio was 1.7x, and our Total Leverage Ratio was 2.4x. 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 per share data):


	Three Months Ended
	September 30, 2026			June 30, 2026
Net loss	$	(14,257	)	$	(255,431	)
Weighted average shares of common stock outstanding, basic and diluted		141,380,300			141,419,175
Basic and diluted net loss per share of common stock	$	(0.10	)	$	(1.81	)
Dividends declared per share of common stock	$	-		$	-

During the nine months ended September 30, 2026 and the year ended December 31, 2025, our Board did not declare any dividends. 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. We may use net operating losses carried forward to offset future net taxable income, and therefore reduce our dividend requirements, subject to certain limitations as prescribed by the Internal Revenue Code which may change from time to time.

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). For both the Company’s entire portfolio and its real estate owned assets, we present Distributable Earnings (Loss) prior to realized gains and losses, which such gains and losses include, as applicable, (i) charge-offs and recoveries of principal, accrued interest receivable, and/or exit fees and (ii) gains, losses, and components thereof recognized in connection with real estate owned assets, 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 (Loss) 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 (Loss) 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 (Loss) prior to realized gains and losses may not be comparable to the Distributable Earnings (Loss) and Distributable Earnings (Loss) 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 (Loss) 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 (Loss) 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 (Loss) 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, exit fees, and gains, losses, and components thereof in connection with real estate owned assets are recognized through Distributable Earnings (Loss) when deemed non-recoverable and/or recognized. 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 (Loss) per share prior to realized gains and losses, the dilutive effects of unvested RSUs and warrants outstanding are considered. The weighted average diluted shares outstanding used for Distributable Earnings (Loss) and Distributable Earnings (Loss) per share prior to realized gains and losses have been adjusted from weighted average diluted shares under GAAP to include weighted average unvested RSUs and warrants outstanding, if the exercise price of the warrants outstanding exceeds the average share price of our common stock during such period.

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 (Loss) prior to realized losses for the three months ended September 30, 2026 and June 30, 2026:


	Three Months Ended
Weighted Averages	September 30, 2026		June 30, 2026
Diluted Shares - GAAP		141,380,300		141,419,175
Unvested RSUs		2,888,366		2,936,210
Diluted Shares - Distributable Loss (1)		144,268,666		144,355,385

(1)

For the three months ended September 30, 2026 and three months ended June 30, 2026, amount excludes 7,542,227 and 7,542,227, respectively, of weighted average warrants as the exercise price of $4.00 per share exceeded the average closing share price of our common stock.

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


	Three Months Ended
	September 30, 2026			June 30, 2026
Net loss	$	(14,257	)	$	(255,431	)
Adjustments:
Non-cash stock-based compensation expense		1,442			1,489
Provision for current expected credit loss reserve		387			208,839
Recovery of principal charge-offs		(733	)		(1,949	)
Depreciation and amortization expense		4,453			6,144
Amortization of above and below market lease values, net		(38	)		257
Amortization of discount on secured term loan		843			843
Valuation adjustment for real estate owned held-for-sale		4			29,623
Gain on sale of real estate owned		-			(341	)
Distributable loss prior to realized gains and losses	$	(7,899	)	$	(10,526	)
Principal charge-offs (1)		(4,884	)		(43,983	)
Recovery of principal charge-offs		733			1,949
Valuation adjustment for real estate owned held-for-sale		(4	)		(29,623	)
Gain on sale of real estate owned		-			341
Previously recognized depreciation and amortization on real estate owned (2)		-			(1,346	)
Previously recognized depreciation and amortization on real estate owned held-for-sale (3)		-			(7,636	)
Distributable loss	$	(12,054	)	$	(90,824	)
Weighted average diluted shares - Distributable loss		144,268,666			144,355,385
Diluted Distributable loss per share prior to realized gains and losses	$	(0.05	)	$	(0.07	)
Diluted Distributable loss per share	$	(0.08	)	$	(0.63	)

(1)

For the three months ended September 30, 2026, amount includes a $0.1 million charge-off of an exit fee related to the discounted payoff of a multifamily loan in July 2026. For the three months ended June 30, 2026, amount includes a $0.4 million charge-off of accrued interest receivable related to the mortgage foreclosure on a multifamily property in May 2026.

(2)

Reflects previously recognized depreciation and amortization on one of our multifamily real estate owned assets that was sold during the three months ended June 30, 2026. Amounts recorded were not previously recognized in Distributable Earnings (Loss).

(3)

Reflects previously recognized depreciation and amortization on (i) our mixed-use real estate owned asset upon reclassification to held-for-sale and (ii) one of our multifamily real estate owned assets upon reclassification to held-for-sale during the three months ended June 30, 2026. Amounts recorded were not previously recognized in Distributable Earnings (Loss).

Book Value Per Share

We believe that presenting book value per share adjusted for accumulated depreciation and amortization on our real estate owned held-for-investment and our general CECL reserve is useful for investors as it enhances the comparability to our peers who may not hold real estate investments and excludes the impact of our general CECL reserve, which may fluctuate from quarter-to-quarter as the composition and size of our loan portfolio varies. 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 September 30, 2026 and December 31, 2025 ($ in thousands, except per share data):


	September 30, 2026		December 31, 2025
Total Equity	$	1,225,186	$	1,531,895
Number of shares of common stock outstanding and RSUs (1)		144,245,923		143,285,119
Book Value per share (2)	$	8.49	$	10.69
Add back: accumulated depreciation and amortization on real estate owned and related lease intangibles		0.16		0.10
Add back: general CECL reserve		0.35		0.54
Adjusted Book Value per share	$	9.00	$	11.33

(1)

As of September 30, 2026, amount excludes 7,542,227 warrants outstanding as the exercise price of $4.00 per share exceeded the closing share price of our common stock.

(2)

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

II. Our Portfolio

The table below summarizes our loans receivable held-for-investment as of September 30, 2026 ($ 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		23	$	3,226,199	$	3,055,182	$	2,539,431		5.7	%	0.3 years	0.4 years		73.6	%		80.6	%

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserves of $515.6 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 interest rate/floors (if applicable), in place as of September 30, 2026. 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.

Portfolio Activity and Overview

The following table details our individual loans receivable held-for-investment based on unpaid principal balances as of September 30, 2026 ($ 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 (7)
1 (8)	Senior	12/16/2021	$	405,000	$	402,341	$	250,000		n/m	7/31/2025	Multifamily	-	CA	5
2	Senior	9/26/2019		319,900		230,722		190,800		n/m	3/31/2026	Office	-	GA	5
3	Senior	6/30/2022		224,938		224,938		224,648		63.9%	6/30/2029	Hospitality	-	CA	3
4 (9)	Senior	7/12/2018		200,000		200,000		201,350		52.9%	10/15/2026	Hospitality	-	NY	3
5	Senior	4/14/2022		176,798		176,798		176,769		55.7%	10/30/2026	Multifamily	-	MI	3
6	Senior	1/14/2022		170,000		170,000		88,900		n/m	1/14/2027	Multifamily	-	CO	5
7	Senior	1/9/2018		160,393		160,393		120,100		n/m	1/9/2024	Land	-	VA	5
8	Senior	9/8/2022		160,000		155,000		100,900		n/m	9/8/2027	Multifamily	-	AZ	5
9	Senior	4/26/2022		151,698		142,291		90,000		n/m	4/26/2027	Multifamily	-	TX	5
10	Senior	12/10/2021		130,000		130,000		129,941		75.6%	12/10/2026	Multifamily	-	VA	2
11	Senior	6/17/2022		126,535		126,535		90,900		n/m	6/17/2027	Multifamily	-	TX	5
12	Subordinate	12/9/2021		125,000		125,000		124,985		80.3%	1/1/2027	Office	-	IL	3
13	Senior	11/4/2022		124,200		120,148		120,669		43.1%	11/9/2026	Mixed-use	Y	MA	3
14	Senior	4/29/2019		117,323		115,536		115,469		61.5%	10/29/2026	Mixed-use	-	NY	3
15	Senior	7/30/2024		104,455		102,376		102,292		82.4%	10/21/2026	Retail	-	NJ	3
16 (10)	Senior	8/2/2021		92,200		90,414		71,100		n/m	8/2/2026	Office	-	CA	5
17	Senior	12/15/2021		86,000		86,000		86,000		58.5%	12/15/2026	Mixed-use	-	TN	3
18	Senior	8/1/2022		115,250		78,500		78,500		82.1%	7/30/2026	Hospitality	Y	NY	4
19 (9)	Senior	1/19/2022		73,677		68,676		68,636		51.2%	1/19/2027	Hospitality	-	TN	3
20	Senior	8/27/2021		79,960		66,642		24,600		n/m	8/27/2026	Office	-	GA	5
21	Senior	4/5/2019		50,000		50,000		50,000		49.0%	4/6/2028	Retail	-	NY	3
22	Senior	4/5/2019		31,345		31,345		31,345		n/m	4/5/2028	Other	-	Other	3
23	Senior	7/1/2019		1,527		1,527		1,527		n/m	12/30/2020	Other	-	Other	5
Total				3,226,199		3,055,182		2,539,431
General CECL reserve								(48,808	)
Grand Total/Weighted Average			$	3,226,199	$	3,055,182	$	2,490,623					7%			3.8

(1)

Loan commitment represents principal outstanding plus remaining unfunded loan commitments.

(2)

Net of specific CECL reserves of $515.6 million.

(3)

(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 September 30, 2026.

(6)

Percent of total construction loans based on loan commitments as of September 30, 2026.

(7)

Weighted average risk rating weighted by carrying value net of specific CECL reserves.

(8)

(9)

In October 2026, this loan was repaid in full.

(10)

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


	Three Months Ended September 30, 2026			Nine Months Ended September 30, 2026
Unpaid principal balance, beginning of period	$	3,356,628		$	4,057,357
Advances on existing loans		4,471			35,086
Repayments of loans receivable		(301,132	)		(566,741	)
Assignment of loan receivable to lender		-			(71,356	)
Sale of loan receivable		-			(220,000	)
Transfer to real estate owned held-for-investment (See Note 5)		-			(62,837	)
Transfer to loans receivable held-for-sale		-			(111,542	)
Principal charge-offs (1)		(4,785	)		(4,785	)
Unpaid principal balance, end of period	$	3,055,182		$	3,055,182

(1)

Amount relates to the discounted payoff of a risk rated 5 multifamily loan receivable in July 2026.

During the three months ended September 30, 2026, we resolved $409.5 million of unpaid principal balance prior to charge-offs, including $186.4 million of watchlist loans, and received $8.0 million of partial loan repayments. Such resolutions included (i) $223.1 million of full loan repayments, (ii) a $111.5 million loan sale below par, and (iii) a $74.9 million discounted loan payoff.

During the nine months ended September 30, 2026, we resolved $1.0 billion of unpaid principal balance prior to charge-offs, including $646.8 million of watchlist loans, and received $32.8 million of partial loan repayments. Such resolutions included (i) $463.8 million of full loan repayments, (ii) $331.5 million of loan sales below par, (iii) $102.0 million of mortgage foreclosures prior to charge-offs, (iv) a $74.9 million discounted loan payoff, and (v) $71.4 million related to the assignment of our right, title, and interest in a loan receivable and the collateral property to our financing counterparty in exchange for full extinguishment of amounts due under the related financing.

Subsequent to September 30, 2026, we received $268.7 million of full loan repayments and $0.6 million of partial loan repayments.

Real Estate Owned

To maximize recovery from certain defaulted loans, we have assumed legal title and/or physical possession of the collateral property underlying such loan receivables. As of September 30, 2026, our portfolio includes eight real estate owned assets with a total carrying value of $700.7 million (including related net lease intangible assets and deferred leasing costs). Such real estate owned assets are not included in the summary of our loan portfolio table above. The following table details the carrying value of each of our real estate owned assets reflected on our consolidated balance sheet as of September 30, 2026 ($ in thousands):


			Carrying Value
Property Type	Location	Foreclosure Date	Real Estate, Net		Lease Intangibles, Net (1)		Deferred Leasing Costs, Net (1)		Total
Hotel Portfolio (2)	New York, NY	February 2021	$	318,889	$	-	$	-	$	318,889
Land Parcel	New York, NY	December 2025		94,277		-		-		94,277
Multifamily	Henderson, NV	June 2025		73,448		-		-		73,448
Multifamily	Dallas, TX	July 2025		61,983		310		67		62,360
Multifamily	Phoenix, AZ	May 2025		39,928		-		-		39,928
Multifamily	Dallas, TX	January 2026		36,134		224		-		36,358
Multifamily	Dallas, TX	May 2026		22,081		192		-		22,273
Total real estate owned held-for-investment, September 30, 2026				646,740		726		67		647,533
Mixed-use	New York, NY	June 2023		53,141		-		-		53,141
Total real estate owned held-for-sale, September 30, 2026				53,141		-		-		53,141
Total real estate owned, September 30, 2026			$	699,881	$	726	$	67	$	700,674

(1)

Amounts included in other assets or other liabilities on our consolidated balance sheets.

(2)

In October 2026, an unaffiliated purchaser’s deposit became nonrefundable under an agreement to sell two of the seven hotels in our REO hotel portfolio for a gross sales price of $44.5 million, a slight premium to the September 30, 2026 allocated carrying value. The sale is expected to close by the first quarter of 2027, subject to customary closing conditions.

The following table presents detail related to changes in our real estate owned held-for-investment, net, during the nine months ended September 30, 2026 ($ in thousands):


	Gross Cost			Accumulated Depreciation			Real Estate Owned Held-for-Investment, Net
Total, December 31, 2025	$	736,736		$	(6,731	)	$	730,005
Foreclosure of multifamily property including capitalized transaction costs		59,233			-			59,233
Capital expenditures		8,099			-			8,099
Sale of multifamily property		(47,502	)		883			(46,619	)
Transfer to real estate owned held-for-sale		(93,302	)		2,135			(91,167	)
Depreciation expense		-			(12,811	)		(12,811	)
Total, September 30, 2026	$	663,264		$	(16,524	)	$	646,740

See Note 5 - Real Estate Owned to our consolidated financial statements for further detail.

Asset Management

Our Manager proactively manages our portfolio from each investment’s closing to final resolution and our Sponsor has dedicated asset management employees to perform asset management services. Following the closing of an investment, the asset management team rigorously monitors the investment, with an emphasis on ongoing analyses of both quantitative and qualitative matters, including financial, legal, and market conditions. Through the final resolution, the asset management team maintains regular contact with borrowers, servicers, property managers, and local market experts while monitoring the performance of the asset, 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 collateral property, 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 and/or in certain circumstances when and if appropriate, and depending on the business plans, financial condition, liquidity and results of operations of our borrowers, among other factors, (i) assume legal title and/or physical possession of the collateral property or (ii) assign our right, title, and interest in our loan and the collateral property to our financing counterparty in exchange for the extinguishment of amounts due under the related financing.

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 loans receivable held-for-investment portfolio was 3.8 as of September 30, 2026, weighted by carrying value net of specific CECL reserves.

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. The following table illustrates the changes in the current expected credit loss reserve for our loans receivable held-for-investment for the nine months ended September 30, 2026 and 2025 ($ in thousands):


				General CECL Reserve
	Specific CECL Reserve			Loans Receivable Held-for- Investment			Unfunded Loan Commitments(1)			Total General CECL Reserve			Accrued Interest Receivable(2)			Total CECL Reserve
Total reserve, December 31, 2024	$	120,920		$	122,110		$	5,546		$	127,656		$	17,794		$	266,370
Provision (reversal)		41,458			(3,975	)		100			(3,875	)		3,540			41,123
Charge-offs		(43,113	)		-			-			-			(3,540	)		(46,653	)
Total reserve, March 31, 2025	$	119,265		$	118,135		$	5,646		$	123,781		$	17,794		$	260,840
Provision		143,121			14,460			958			15,418			30,950			189,489
Charge-offs		(68,909	)		-			-			-			(2,915	)		(71,824	)
Total reserve, June 30, 2025	$	193,477		$	132,595		$	6,604		$	139,199		$	45,829		$	378,505
Provision (reversal)		16,720			1,533			(930	)		603			6,911			24,234
Charge-offs		(42,325	)		-			-			-			-			(42,325	)
Total reserve, September 30, 2025	$	167,872		$	134,128		$	5,674		$	139,802		$	52,740		$	360,414

Total reserve, December 31, 2025	$	365,424		$	73,328		$	4,340		$	77,668		$	26,782		$	469,874
Provision (reversal)		32,368			(25,710	)		(1,864	)		(27,574	)		26,578			31,372
Charge-offs		(48,977	)		-			-			-			(12,884	)		(61,861	)
Total reserve, March 31, 2026	$	348,815		$	47,618		$	2,476		$	50,094		$	40,476		$	439,385
Provision (reversal)		211,581			1,133			(642	)		491			(3,233	)		208,839
Charge-offs		(43,593	)		-			-			-			(390	)		(43,983	)
Total reserve, June 30, 2026	$	516,803		$	48,751		$	1,834		$	50,585		$	36,853		$	604,241
Provision (reversal)		3,701			57			(24	)		33			(3,347	)		387
Charge-offs		(4,884	)		-			-			-			-			(4,884	)
Total reserve, September 30, 2026	$	515,620		$	48,808		$	1,810		$	50,618		$	33,506		$	599,744

(1)

CECL reserves for unfunded commitments are included in other liabilities on our consolidated balance sheets.

(2)

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


	Specific CECL Reserve (1)			General CECL Reserve (2)			Total CECL Reserve (3)
Reserve at December 31, 2024		18.2	%		2.3	%		4.0	%
Reserve at September 30, 2025		17.2	%		3.9	%		6.8	%
Reserve at December 31, 2025		26.0	%		2.9	%		10.9	%
Reserve at September 30, 2026		33.4	%		3.4	%		18.5	%

(1)

Represents specific CECL reserves on loans receivable held-for-investment as a percentage of unpaid principal balance of risk rated 5 loans.

(2)

(3)

Represents total CECL reserves on loans receivable held-for-investment and related unfunded loan commitments as a percentage of total unpaid principal balance of loans receivable held-for-investment.

Specific CECL Reserves

to be below the carrying value of our loan, we may recognize a specific CECL reserve. Furthermore, in certain circumstances, we may recognize a specific CECL reserve based upon anticipated proceeds from the disposition of our loan. The following table presents a summary of our risk rated 5 loans receivable held-for-investment as of September 30, 2026 ($ in thousands):


Property Type	Location	Unpaid Principal Balance		Carrying Value Before Specific CECL Reserve		Specific CECL Reserve			Net Carrying Value
Multifamily (1)	CA	$	402,341	$	402,223	$	(152,223	)	$	250,000
Multifamily	CO		170,000		170,000		(81,100	)		88,900
Multifamily	AZ		155,000		155,000		(54,100	)		100,900
Multifamily	TX		142,291		141,776		(51,776	)		90,000
Multifamily	TX		126,535		126,535		(35,635	)		90,900
Total Multifamily			996,167		995,534		(374,834	)		620,700
Land	VA		160,393		160,393		(40,293	)		120,100
Total Land			160,393		160,393		(40,293	)		120,100
Office	GA		230,722		230,722		(39,922	)		190,800
Office (2)	CA		90,414		90,027		(18,927	)		71,100
Office	GA		66,642		66,244		(41,644	)		24,600
Total Office			387,778		386,993		(100,493	)		286,500
Other (3)	Other		1,527		1,527		-			1,527
Total Other			1,527		1,527		-			1,527
Total		$	1,545,865	$	1,544,447	$	(515,620	)	$	1,028,827

(1)

(2)

(3)

Amounts deemed uncollectible have been charged-off as of September 30, 2026.

Historical Originations and Realizations

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 September 30, 2026 by year of origination ($ in thousands):


			Total by Origination Year as of September 30, 2026
	Total		2026		2025		2024(2)		2023		2022		2021		2020 and Prior
Loan Commitment Originations (1)	$	18,151,443	$	-	$	-	$	104,455	$	101,059	$	3,463,564	$	2,959,122	$	11,523,243
Loan Commitment Realizations through Repayment, Sale, or Assignment	$	13,894,595	$	-	$	-	$	-	$	101,059	$	1,755,943	$	1,927,411	$	10,110,182
Principal Charge-offs from Repayment or Sale	$	464,652	$	-	$	-	$	-	$	315	$	99,006	$	8,251	$	357,080
Loan Commitment Realizations through REO	$	834,893	$	-	$	-	$	-	$	-	$	349,347	$	83,901	$	401,645
Principal Charge-offs from REO (3)	$	155,919	$	-	$	-	$	-	$	-	$	48,571	$	39,900	$	67,448

(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 gains and losses recognized in connection with the reclassifications or sales of our real estate owned assets.

Portfolio Financing

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

The following table summarizes our secured financings ($ in thousands):


	September 30, 2026
	Capacity		Borrowings Outstanding		Weighted Average Spread(1)
Repurchase agreements and term participation facility	$	3,159,630	$	1,535,889		+ 2.85%
Secured term loan		500,000		500,000		+ 6.75%
Debt related to real estate owned hotel portfolio		235,000		235,000		+ 3.18%
Total/Weighted Average	$	3,894,630	$	2,270,889		+ 3.74%

(1)

Weighted average spread over the applicable benchmark interest rate is based on unpaid principal balance. SOFR as of September 30, 2026 was 3.91%.

See Note 6 - Debt Obligations to our consolidated financial statements for further detail.

Repurchase Agreements and Term Participation Facility

We finance certain of our loans and multifamily real estate owned properties using repurchase agreements and a term participation facility. As of September 30, 2026, aggregate borrowings outstanding under our repurchase agreements and term participation facility totaled $1.5 billion, with a weighted average spread of SOFR plus 2.85% per annum based on unpaid principal balance. As of September 30, 2026, the loans receivable securing the outstanding borrowings under these facilities had a weighted average term to initial maturity and fully extended maturity of 0.3 years and 0.4 years, respectively, assuming all conditions to extend are met. Further, we have a repurchase agreement that specifically provides for the ability to finance (i) loans receivable, including those which may be delinquent or in default, and (ii) real estate owned assets subsequent to assuming legal title and/or physical possession of the collateral property. As of September 30, 2026, $178.6 million of borrowings outstanding relate to our multifamily real estate owned assets.

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 September 30, 2026, we have not received any margin calls under any of our repurchase agreements.

Secured Term Loan

In January 2026, we refinanced our prior secured term loan with a new secured term loan which provides for an aggregate principal amount of $500.0 million and a maturity date of January 30, 2030. Our secured term loan is presented net of any discounts and transaction costs which are deferred and recognized as interest expense over the life of the loan using the effective interest method. As of September 30, 2026, our secured term loan has an unpaid principal balance of $500.0 million and a carrying value of $469.9 million. As consideration for and in connection with entering into our new secured term loan in January 2026, we issued detachable warrants to purchase up to 7,542,227 shares of our common stock at an exercise price of $4.00 per share, with an expiration date of January 2037. Value allocated to the detachable warrants is classified as equity and created a corresponding discount on our secured term loan in the same amount.

Debt Related to Real Estate Owned Hotel Portfolio

On February 8, 2021, we assumed a $300.0 million securitized senior mortgage in connection with a foreclosure on a hotel portfolio which, subsequent thereto, was modified 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. Upon maturity in February 2025, we entered into forbearance agreements with our lender through September 9, 2025 and concurrently repaid $5.0 million of the principal balance. On June 9, 2025, we refinanced our debt related to real estate owned hotel portfolio with a non-recourse senior mortgage in the amount of $235.0 million. Such financing matures on June 9, 2027, and we may extend the maturity to June 9, 2030 pursuant to three one-year extension options, subject to meeting prescribed conditions. As of September 30, 2026, our debt related to real estate owned hotel portfolio has an unpaid principal balance of $235.0 million, a carrying value of $233.1 million and a stated rate of SOFR plus 3.18%. See Derivatives below for further detail of our interest rate cap.

Derivatives

Financial Covenants

Our financing agreements generally contain certain financial covenants. As of September 30, 2026, we are in compliance with all financial covenants under our financing agreements.

Repurchase Agreements and Term Participation Facility

not exceed 3.50 to 1.00, and (iii) our cash liquidity shall not be less than the greater of (x) $20.0 million or (y) 5% of total recourse indebtedness (which includes our secured term loan). For the quarters ending September 30, 2026 to June 30, 2027, there is no measurement of our ratio of earnings before interest, taxes, depreciation, and amortization to interest charges (our “Interest Coverage Ratio”). Commencing with the quarters ending September 30, 2027 and December 31, 2027, our Interest Coverage Ratio shall not be less than 1.10 to 1.00. Subsequent thereto, our Interest Coverage Ratio shall not be less than (i) 1.20 to 1.00 for the quarters ending March 31, 2028 and June 30, 2028 and (ii) 1.30 to 1.00 for the quarters ending September 30, 2028 and thereafter.

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 sheets.

The following table summarizes our non-consolidated senior interest and related retained subordinate interest as of September 30, 2026 ($ 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%		0.3		0.3
Retained fixed rate subordinate loans	1	$	125,000	$	125,000	$	124,985	8.50%		0.3		0.3

(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 rate 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 rate index in both our floating rate loans and floating rate financings. As of September 30, 2026, 95.9% of our loans receivable held-for-investment based on unpaid principal balance were floating rate and indexed to SOFR. All of our financing is floating rate and indexed to SOFR, which resulted in approximately $657.8 million of net floating rate exposure, including unpaid principal balance of non-accrual loans receivable.

The following table details our net floating rate exposure as of September 30, 2026 ($ in thousands):


	Net Floating Rate Exposure
Floating rate loans receivable	$	2,928,655
Floating rate liabilities secured by loans receivable		(1,357,255	)
Net floating rate exposure - loan portfolio (1)		1,571,400
Floating rate liabilities secured by real estate owned assets		(413,634	)
Secured term loan		(500,000	)
Net floating rate exposure - total portfolio	$	657,766
Less: unpaid principal balance of non-accrual loans receivable	$	(1,545,865	)
Net floating rate exposure	$	(888,099	)

(1)

As of September 30, 2026, amount includes $995.2 million of net floating rate exposure related to loans on non-accrual status.

As of September 30, 2026 and aside from our interest rate cap on our debt related to real estate owned hotel portfolio, 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 September 30, 2026 and June 30, 2026

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 September 30, 2026, and June 30, 2026 ($ in thousands, except per share data):


	Three Months Ended
	September 30, 2026			June 30, 2026			$ Change
Revenue
Interest and related income	$	41,536		$	46,251		$	(4,715	)
Less: interest and related expense		40,291			46,603			(6,312	)
Net interest income (expense)		1,245			(352	)		1,597
Revenue from real estate owned		31,394			30,065			1,329
Total net revenue		32,639			29,713			2,926
Expenses
Management fees - affiliate		6,822			7,077			(255	)
General and administrative expenses		3,582			4,722			(1,140	)
Stock-based compensation expense		1,442			1,489			(47	)
Real estate owned:
Operating expenses		22,216			20,550			1,666
Interest expense		8,688			8,947			(259	)
Depreciation and amortization		4,453			6,144			(1,691	)
Total expenses		47,203			48,929			(1,726	)
Gain on sale of real estate owned		-			341			(341	)
Loss from equity method investment		(35	)		(43	)		8
Valuation adjustment for real estate owned held-for-sale		(4	)		(29,623	)		29,619
Provision for current expected credit loss reserve		(387	)		(208,839	)		208,452
Recovery of principal charge-offs		733			1,949			(1,216	)
Net loss	$	(14,257	)	$	(255,431	)	$	241,174
Net loss per share of common stock:
Basic and diluted	$	(0.10	)	$	(1.81	)	$	1.71

Comparison of the three months ended September 30, 2026 and June 30, 2026

Net Revenue

Total net revenue increased $2.9 million during the three months ended September 30, 2026, compared to the three months ended June 30, 2026. The increase is primarily due to an increase in net interest income of $1.6 million, which was driven by a decrease in interest expense of $6.3 million due to loan realizations in 2026, the proceeds from which were primarily used to reduce financing balances, partially offset by a decrease in interest income of $4.7 million primarily as a result of decreased average loans receivable balances. The increase in total net revenue was also due to an increase in revenue from real estate owned of $1.3 million attributable to an increase in revenue at the hotel portfolio compared to the three months ended June 30, 2026 due to higher overall occupancy and revenue per available room (“RevPAR”) levels.

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 real estate owned, and depreciation and amortization on real estate owned and related in-place and other lease intangible values. Operating expenses from real estate owned primarily include real estate taxes, utilities, repairs and maintenance, personnel costs of third-party property managers, property management fees incurred to third-parties, insurance, marketing, and general and administrative expenses specific to our real estate owned properties. Expenses decreased by $1.7 million during the three months ended September 30, 2026, as compared to the three months ended June 30, 2026, primarily due to:

(i)

a decrease in depreciation and amortization on real estate owned of $1.7 million as a result of the amortization period for in-place lease values ending during the three months ended June 30, 2026 for certain of our multifamily properties as well as a decrease in depreciation expense over the comparative period due to the reclassification of our mixed-use real estate owned asset to held-for-sale during the three months ended June 30, 2026;

(ii)

a decrease in general and administrative expenses of $1.1 million primarily as a result of a decrease in certain non-recurring charges incurred over the comparative period;

(iii)

partially offset by an increase in operating expenses from real estate owned of $1.7 million during the comparative period, due to higher variable operating expenses in connection with higher occupancy levels at the hotel portfolio as well as an increase in repairs and maintenance costs across the multifamily real estate owned assets.

Gain on Sale of Real Estate Owned

During the three months ended June 30, 2026, we sold a multifamily property located in Dallas, TX to an unaffiliated purchaser, which resulted in a gain on sale of $0.3 million. During the three months ended September 30, 2026, there were no such gains recognized.

Loss from Equity Method Investment

During the three months ended September 30, 2026 and the three months ended June 30, 2026, we recognized de minimis losses from our equity method investment as a result of the net losses recognized by our investee during each respective period.

Valuation Adjustment for Real Estate Owned Held-for-Sale

During the three months ended September 30, 2026, we recognized a de minimis valuation adjustment for real estate owned held-for-sale in connection with the sale of one of our multifamily real estate owned assets previously classified as held-for-sale. During the three months ended June 30, 2026, we determined that our mixed-use real estate owned asset and one of our multifamily real estate owned assets met the held-for-sale criteria. As a result, we reclassified these assets to real estate owned held-for-sale and recognized a combined $29.6 million loss through our valuation adjustment for real estate owned held-for-sale based upon anticipated sales price, less estimated costs to sell, and the carrying values of the assets (including related net lease intangible assets and deferred leasing costs) prior to reclassification.

Provision for Current Expected Credit Loss Reserve

During the three months ended September 30, 2026, we recorded a provision for current expected credit losses of $0.4 million, which consisted of $3.7 million of additional provision for our specific CECL reserves, de minimis additional provision for our general CECL reserves, offset in part by a $3.3 million reversal of our CECL reserves on accrued interest receivable. The additional provision for our specific CECL reserves is primarily attributable to protective advances made on certain loans. The provision for our general CECL reserves remained relatively unchanged quarter-over-quarter due to the increase from changes in expected remaining duration within our loan portfolio being offset by a reduction in the size of our loan portfolio subject to determination of the general CECL reserve, seasoning of our loan portfolio, and changes in the historical loss rate of the analogous data set. The reversal of our CECL reserves on accrued interest receivable is attributable to the collection of previously reserved past-due interest on loans that remain on non-accrual status.

During the three months ended June 30, 2026, we recorded a provision for current expected credit losses of $208.8 million, which consisted of $211.6 million of additional provision for our specific CECL reserves and $0.5 million of additional provision for our general CECL reserves, offset in part by a $3.2 million reversal of our CECL reserves on accrued interest receivable. The additional provision for our specific CECL reserves is primarily attributable to specific reserves determined on loans now classified as risk rated 5, changes to collateral values, protective advances made on certain loans, and additional provision for a loan that was reclassified as held-for-sale. The additional provision for our general CECL reserves is primarily attributable to changes in expected remaining duration within our loan portfolio, offset in part by a reduction in the size of our loan portfolio subject to determination of the general CECL reserve, seasoning of our loan portfolio, and changes in the historical loss rate of the analogous data set. The reversal of our CECL

reserves on accrued interest receivable is attributable to the collection of previously reserved past-due interest on loans that remain on non-accrual status.

Recovery of Principal Charge-Offs

During the three months ended September 30, 2026 and the three months ended June 30, 2026, we recorded a recovery of principal charge-offs of $0.7 million and $1.9 million, respectively, related to two loan sales. First, a loan sale completed in 2025 where we retained our rights to receive certain payments under the associated guarantee of the loan and received $0.5 million from the guarantor of the loan receivable during the three months ended September 30, 2026. Second, a loan sale completed in 2023, where concurrent with the sale, our TRS entered into an agreement with the transferee which provides for a share of cash flows upon the transferee achieving certain financial metrics. In 2026, the transferee achieved the necessary financial metrics, and under the terms of such agreement, our TRS received $0.2 million during the three months ended September 30, 2026 and $1.9 million during the three months ended June 30, 2026.

Results of Operations – Nine Months Ended September 30, 2026 and September 30, 2025

The following table sets forth information regarding our consolidated results of operations for the nine months ended September 30, 2026 and 2025 ($ in thousands, except per share data):


	Nine Months Ended
	September 30, 2026			September 30, 2025			$ Change
Revenue
Interest and related income	$	146,786		$	315,080		$	(168,294	)
Less: interest and related expense		137,788			243,061			(105,273	)
Net interest income		8,998			72,019			(63,021	)
Revenue from real estate owned		82,873			69,062			13,811
Total net revenue		91,871			141,081			(49,210	)
Expenses
Management fees - affiliate		21,246			24,327			(3,081	)
General and administrative expenses		11,516			14,118			(2,602	)
Stock-based compensation expense		5,248			11,897			(6,649	)
Real estate owned:
Operating expenses		60,820			47,100			13,720
Interest expense		26,811			24,134			2,677
Depreciation and amortization		16,996			5,023			11,973
Total expenses		142,637			126,599			16,038
Unrealized loss on interest rate cap		-			(71	)		71
Gain on sales of real estate owned		341			366			(25	)
Loss from equity method investment		(116	)		(93	)		(23	)
Loss on extinguishment of debt		(5,898	)		(547	)		(5,351	)
Valuation adjustment for real estate owned held-for-sale		(29,627	)		12,618			(42,245	)
Provision for current expected credit loss reserve		(240,598	)		(254,846	)		14,248
Recovery of principal charge-offs		2,682			-			2,682
Valuation adjustment for loan receivable held-for-sale		-			(41,767	)		41,767
Net loss	$	(323,982	)	$	(269,858	)	$	(54,124	)
Net loss per share of common stock:
Basic and diluted	$	(2.30	)	$	(1.93	)	$	(0.37	)

Comparison of the nine months ended September 30, 2026 and September 30, 2025

Net Revenue

Total net revenue decreased $49.2 million during the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease is primarily due to a decrease in net interest income of $63.0 million, which was driven by a decrease in interest income of $168.3 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 nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. This decrease was partially offset by a decrease in interest expense of $105.3 million primarily as a result of lower average borrowing levels, and an increase in revenue from real estate owned of $13.8 million attributable to revenue recognized from the multifamily properties we foreclosed on in 2025 and 2026 and higher overall occupancy and RevPAR levels at our hotel portfolio, offset in part by a reduction in revenue from our mixed-use real estate owned asset as a result of partial asset sales during 2025.

Expenses

owned properties. Expenses increased by $16.0 million during the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, primarily due to:

(i)

an increase in operating expenses from real estate owned of $13.7 million during the comparative period, primarily due to higher variable operating expenses in connection with higher occupancy levels at the hotel portfolio, and operating expenses such as real estate taxes, utilities, and repairs and maintenance expenses incurred from the multifamily properties and land parcel we foreclosed on in 2025 and 2026;

(ii)

an increase in depreciation and amortization from real estate owned of $12.0 million primarily due to depreciation and amortization expense recognized on the multifamily properties we foreclosed on in 2025 and 2026, offset in part by depreciation and amortization expense not recognized on our mixed-use real estate owned asset while classified as held-for-sale during a portion of the nine months ended September 30, 2026 and depreciation expense not being recognized on the hotel portfolio while classified as held-for-sale during a portion of the nine months ended September 30, 2025;

(iii)

an increase in interest expense on real estate owned of $2.7 million during the comparative period due to interest expense recognized on debt related to the multifamily properties we foreclosed on in 2025 and 2026;

(iv)

partially offset by a decrease in stock-based compensation of $6.6 million due to the vesting period ending on previously issued restricted stock units and the remaining unvested restricted stock unit grants having a grant date fair value less than that of the grants which vested;

(v)

further offset by a decrease in general and administrative expenses of $2.6 million primarily as a result of a decrease in non-recurring costs incurred over the comparative period, generally related to legal and professional fees related to loan enforcement and financing matters;

(vi)

further offset by a decrease in management fees of $3.1 million as a result of lower Stockholders’ Equity, as defined in the Management Agreement, compared to the comparative period.

Unrealized Loss on Interest Rate Cap

During the nine months ended September 30, 2025, we recognized a $0.1 million unrealized loss on the interest rate cap as the value of the interest rate cap was determined as de minimis due to prevailing interest rates falling well below the cap’s strike rate.

Gain on Sales of Real Estate Owned

During the nine months ended September 30, 2026, we sold a multifamily real estate owned asset located in Dallas, TX to an unaffiliated purchaser, which resulted in a gain on sale of $0.3 million. During the nine months ended September 30, 2025, we sold seven floors of primarily office space in our mixed-use real estate owned asset to unaffiliated purchasers for a gross sales price of $42.6 million, resulting in an aggregate gain on partial sales, net of $0.4 million.

Loss from Equity Method Investment

During the nine months ended September 30, 2026 and 2025, we recognized de minimis losses from our equity method investment as a result of the net losses recognized by our investee during each respective period.

Loss on Extinguishment of Debt

During the nine months ended September 30, 2026 and 2025, we recognized losses on extinguishment of debt of $5.9 million and $0.5 million, respectively, due to the recognition of unamortized deferred financing costs resulting from the repayment of financing balances prior to maturity.

Valuation Adjustment for Real Estate Owned Held-For-Sale

During the nine months ended September 30, 2026, we determined that our mixed-use real estate owned asset and one of our multifamily real estate owned assets met the held-for-sale criteria. As a result, we reclassified these assets to real estate owned held-for-sale and recognized a combined $29.6 million loss through our valuation adjustment for real estate owned held-for-sale based upon anticipated sales price, less estimated costs to sell, and the carrying values of the assets (including related net lease intangible assets and deferred leasing costs) prior to reclassification. As of September 30, 2025, we determined that a sale of the hotel portfolio was no longer advisable and thus determined that the hotel portfolio no longer met the held-for-sale criteria and reclassified it to held-for-investment on our consolidated balance sheet, resulting in a $13.0 million reversal of a previously recognized valuation adjustment for real estate owned held-for-sale, representing previously estimated costs to sell.

Provision for Current Expected Credit Loss Reserve

Recovery of Principal Charge-Offs

During the nine months ended September 30, 2026 we recorded a recovery of principal charge-offs of $2.7 million related to two loan sales. First, a loan sale completed in 2025 where we retained our rights to receive certain payments under the associated guarantee of the loan and received $0.5 million from the guarantor. Second, a loan sale completed in 2023, where concurrent with the sale, our TRS entered into an agreement with the transferee which provides for a share of cash flows upon the transferee achieving certain financial metrics. In 2026, the transferee achieved the necessary financial metrics, and under the terms of such agreement, our TRS received $2.2 million.

Valuation Adjustment for Loan Receivable Held-for-Sale

During the nine months ended September 30, 2025, we recognized a valuation adjustment of $41.8 million for our loan receivable held-for-sale as a result of additional protective advances made and a decrease 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, issuance of warrants, and borrowings under our secured financings and secured term loan. As of September 30, 2026, we had 141,085,961 shares of our common stock outstanding, representing $1.2 billion of equity, and, in connection with entering into our new secured term loan in January 2026, had 7,542,227 of warrants outstanding with an exercise price of $4.00 per share. Further, we had $2.3 billion of outstanding borrowings under our secured financings, our secured term loan, and our debt related to real estate owned hotel portfolio. As of September 30, 2026, our secured financings consisted of three repurchase agreements with capacity of $2.9 billion and a combined outstanding balance of $1.3 billion, and a term participation facility with a capacity of $218.5 million and an outstanding balance of $212.0 million. As of September 30, 2026, our debt related to real estate owned hotel portfolio had an outstanding balance of $235.0 million and our secured term loan had an outstanding balance of $500.0 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 (i.e., repurchase agreements, term participation facility, notes payable, net, and debt related to real estate owned hotel portfolio, 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 September 30, 2026 and December 31, 2025 ($ in thousands, except ratio data):


	September 30, 2026			December 31, 2025
Asset-specific debt	$	1,769,003		$	2,595,580
Secured term loan, net		469,947			549,447
Total debt		2,238,950			3,145,027
Less: cash and cash equivalents		(133,764	)		(173,186	)
Net Debt	$	2,105,186		$	2,971,841
Total Equity	$	1,225,186		$	1,531,895
Net Debt-to-Equity Ratio	1.7x			1.9x
Non-consolidated senior loans	$	830,000		$	830,000
Total Leverage	$	2,935,186		$	3,801,841
Total Leverage Ratio	2.4x			2.5x

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 secured 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 and to the extent permissible, we and our subsidiaries may also issue common equity, preferred equity, warrants, 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 and real estate owned assets are financed, a portion, or in some cases all, of the net proceeds from the sales or repayments of our loans or our real estate owned assets are expected to be used to de-lever our secured financings.

The following table sets forth, as of September 30, 2026 and December 31, 2025, our sources of available liquidity ($ in thousands):


	September 30, 2026		December 31, 2025
Cash and cash equivalents	$	133,764	$	173,186
Approved and undrawn credit capacity(1)		13,172		11,446
Total sources of liquidity	$	146,936	$	184,632

(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 or to other third parties, subject to our approval, to satisfy

certain obligations. In instances where the borrower is in monetary 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. To date, funds held in such reserve accounts are not and have not been reflected on our consolidated balance sheets.

The following table presents a summary of our unencumbered loans receivable held-for-investment as of September 30, 2026 ($ in thousands):


Loan Type	Loan Commitment		Unpaid Principal Balance		Carrying Value (1)		Property Type	Construction	Location	Risk Rating
Subordinate	$	125,000	$	125,000	$	124,985	Office	-	IL	3
Senior		115,250		78,500		78,500	Hospitality	Y	NY	4
Senior (2)		92,200		90,414		71,100	Office	-	CA	5
Senior		79,960		66,642		24,600	Office	-	GA	5
Senior		1,527		1,527		1,527	Other	-	Other	5
Total	$	413,937	$	362,083	$	300,712

(1)

Carrying value reflects amount net of specific CECL reserves of $60.6 million.

(2)

In October 2026, a portion of proceeds received from the repayment of a loan receivable was used to repay the associated financing of a risk rated 5 multifamily loan receivable with an unpaid principal balance of $155.0 million and a carrying value, net of specific CECL reserves, of $100.9 million as of September 30, 2026.

As of September 30, 2026, we held unencumbered real estate owned assets with a total carrying value of $147.4 million, comprised of (i) our mixed-use real estate owned asset with a carrying value of $53.1 million which is classified as held-for-sale and (ii) our land parcel real estate owned asset with a carrying value of $94.3 million.

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

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.

Liquidity Needs

Our primary liquidity needs generally include loan origination and acquisitions, future fundings to our borrowers on our unfunded loan commitments, interest payment and principal repayment obligations on outstanding borrowings under our financings, operating expenses, management fees, and dividend payments to our stockholders necessary to satisfy REIT dividend requirements, if any. We currently maintain, and seek to maintain, cash and liquidity to i) comply with minimum liquidity covenants under certain of our financing agreements and ii) meet our above-mentioned primary liquidity needs. Further, we seek to meet such liquidity needs through our sources of liquidity discussed above.

During the nine months ended September 30, 2026 and the year ended December 31, 2025, we made deleveraging payments to certain of our financing counterparties in the amounts of $262.2 million and $579.7 million, respectively, which include $56.2 million and $150.0 million of deleveraging upon the refinancing of our secured term loan in January 2026 and the modification of our prior secured term loan in November 2025, respectively. Such deleveraging payments are generally funded from proceeds generated from the resolution of our loans receivable and real estate owned assets. In October 2026, we further deleveraged certain of our financing counterparties in the amount of $131.5 million and expect to continue to do so as agreed with our lenders. 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, the timing, amount, and pace of resolutions of our loans and real estate owned assets, our financial condition, and the overall market conditions in which we operate, among other factors.

As of September 30, 2026, we had aggregate unfunded loan commitments of $171.0 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 collateral property, 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 September 30, 2026 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)	$	171,017		$	171,017		$	—	$	-	$	-
Unfunded loan commitments for non-accrual, maturity default, risk rated 5 and/or delinquent loans		(158,098	)		(158,098	)		-		-		-
Secured financings, secured term loan, and debt related to real estate owned hotel portfolio - principal (2)(3)(4)		2,270,889			1,191,775			165,480		913,634		-
Secured financings, secured term loan, and debt related to real estate owned hotel portfolio - interest (2)(3)		335,638			110,293			188,702		36,643		-
Total	$	2,619,446		$	1,314,987		$	354,182	$	950,277	$	-

(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. For loans in maturity default, the related unfunded loan commitments are included in the less than one-year column. As of September 30, 2026, we have $52.6 million of in-place financings to fund our remaining commitments, excluding $13.2 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 seven loans with an aggregate unpaid principal balance of $1.4 billion that are in maturity default that represent collateral for aggregate borrowings outstanding of $549.2 million 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 September 30, 2026, 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)

Such financings are expected to be repaid upon the resolution of the associated loan receivable or real estate owned asset, with a portion of the proceeds from the resolution of other loans receivable and real estate owned assets within our portfolio, or through a combination thereof. We may also seek replacement financings, extension of existing financings, or other capital solutions as deemed appropriate by management.

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, or may not be expected to be drawn on. Of the $171.0 million of unfunded loan commitments for our loans receivable held-for-investment as of September 30, 2026, the following table details the portion of unfunded loan commitments and in-place financings to fund our remaining commitments for loans receivable held-for-investment whereby conditions to funding are not currently being met, including loans on non-accrual status, in maturity default, risk rated 5, and/or which are delinquent in accordance with our revenue recognition policy ($ in thousands):


	Unfunded Loan Commitments			In-place Financing Commitments			Net Loan Commitment
Gross total commitment	$	171,017		$	52,567		$	118,450
Non-accrual, maturity default, risk rated 5 and/or delinquent loans		(158,098	)		(42,690	)		(115,408	)
Net loan commitment	$	12,919		$	9,877		$	3,042

Subject to borrowers meeting future funding conditions provided for in our loan agreements, we expect to fund our $3.0 million of net loan commitments over the remaining maximum term of the related loans.

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 sheets.

Loan Maturities

The following table summarizes the future scheduled repayments of principal for loans receivable held-for-investment as of September 30, 2026 ($ in thousands):


	Initial Maturity				Fully Extended Maturity
Year	Unpaid Principal Balance(1)		Loan Commitment(1)		Unpaid Principal Balance(1)		Loan Commitment(1)
2026	$	930,859	$	938,776	$	930,859	$	938,776
2027		818,847		838,255		787,502		806,910
2028		50,000		50,000		81,345		81,345
2029		224,938		224,938		224,938		224,938
2030		-		-		-		-
Thereafter		-		-		-		-
Total	$	2,024,644	$	2,051,969	$	2,024,644	$	2,051,969

(1)

Excludes $1.0 billion in unpaid principal balance and $1.2 billion in loan commitments of loans receivable held-for-investment that are in maturity default with no available extension options.

Cash Flows

The following table provides a breakdown of the net change in our cash and cash equivalents and restricted cash for the nine months ended September 30, 2026 and 2025 ($ in thousands):


	Nine Months Ended
	September 30, 2026			September 30, 2025
Net cash flows used in operating activities	$	(10,565	)	$	(32,858	)
Net cash flows provided by investing activities		825,846			1,529,082
Net cash flows used in financing activities		(856,744	)		(1,273,463	)
Net (decrease) increase in cash, cash equivalents, and restricted cash	$	(41,463	)	$	222,761


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.
40 West 57th Street, Suite 1720, New York, NY	10019
(Address of principal executive offices)	(Zip Code)


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


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


		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	39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 4.	Controls and Procedures	70
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	71
Item 1A.	Risk Factors	71
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	71
Item 4.	Mine Safety Disclosures	71
Item 5.	Other Information	71
Item 6.	Exhibits	72
Signatures		73


Net Floating				Decrease				Increase
Rate Exposure			Change in	100 Basis Points		50 Basis Points		50 Basis Points			100 Basis Points
$	(888,099	)	Net interest income	$	9,163	$	4,527	$	(4,433	)	$	(8,866	)
			Net interest income per share	$	0.06	$	0.03	$	(0.03	)	$	(0.06	)


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 3.1 to the Current Report on Form 8-K, dated January 30, 2026, filed by the Company, Commission File No. 001-40993)

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


	Claros Mortgage Trust, Inc.

Date: November 3, 2026	By:	/s/ Richard J. Mack
		Richard J. Mack
		Chief Executive Officer and Chairman (Principal Executive Officer)

Date: November 3, 2026	By:	/s/ J. Michael McGillis
		J. Michael McGillis
		Chief Financial Officer, President and Director (Principal Financial and Accounting Officer)