BRSP / BrightSpire Capital, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

BrightSpire Capital, Inc.
US ˙ NYSE ˙ US10949T1097

Mga Batayang Estadistika
LEI 549300BOIFLLMVU37752
CIK 1717547
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BrightSpire Capital, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
July 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact Name

July 30, 2025 EX-10.1

Amendment No. 5 to Master Repurchase and Securities Contract, dated as of April 8, 2025 by and between BrightSpire Credit 8, LLC (f/k/a CLNC Credit 8, LLC) and Wells Fargo Bank, National Association

Exhibit 10.1 AMENDMENT NO. 5 TO MASTER REPURCHASE AND SECURITIES CONTRACT AMENDMENT NO. 5 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of April 8, 2025 (this “Amendment”) by and between BrightSpire Credit 8, LLC (f/k/a CLNC Credit 8, LLC), a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized term

July 30, 2025 EX-10.2

Amendment No. 6 to Master Repurchase and Securities Contract, dated as of June 20, 2025 by and between BrightSpire Credit 8, LLC (f/k/a CLNC Credit 8, LLC) and Wells Fargo Bank, National Association

Exhibit 10.2 AMENDMENT NO. 6 TO MASTER REPURCHASE AND SECURITIES CONTRACT AMENDMENT NO. 6 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of June 20, 2025 (this “Amendment”) by and between BRIGHTSPIRE CREDIT 8, LLC (f/k/a CLNC Credit 8, LLC), a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized term

July 29, 2025 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

Exhibit 99.2 • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

July 29, 2025 EX-99.1

Exhibit 99.1 BrightSpire Capital, Inc. Announces Second Quarter 2025 Financial Results NEW YORK, July 29, 2025 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quar

Exhibit 99.1 BrightSpire Capital, Inc. Announces Second Quarter 2025 Financial Results NEW YORK, July 29, 2025 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quarter 2025 and certain updates. The Company reported second quarter 2025 GAAP net loss attributable to common stockholders of ($23.1) million, or ($0.19

July 29, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ` FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2025 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer o

May 14, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of i

April 30, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact Nam

April 29, 2025 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ Woods • • •

Exhibit 99.2 • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ Woods • • •

April 29, 2025 EX-99.1

Exhibit 99.1 BrightSpire Capital, Inc. Announces First Quarter 2025 Financial Results NEW YORK, April 29, 2025 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the first quart

Exhibit 99.1 BrightSpire Capital, Inc. Announces First Quarter 2025 Financial Results NEW YORK, April 29, 2025 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the first quarter 2025 and certain updates. The Company reported first quarter 2025 GAAP net income attributable to common stockholders of $5.3 million, or $0.04 per

April 29, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of

April 1, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

April 1, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

February 27, 2025 EX-16.1

Letter from Ernst & Young LLP to the Securities and Exchange Commission, dated February 27, 2025, regarding change in independent registered public accounting firm.

Exhibit 16.1 February 27, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated February 27, 2025, of BrightSpire Capital, Inc. and are in agreement with the statements contained in paragraphs 1 through paragraphs 3 on page 2 therein. We have no basis to agree or disagree with other statements of the registrant conta

February 27, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 BrightSpire Cap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2025 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

February 19, 2025 EX-10.45

Ninth Omnibus Amendment to Transaction Documents, dated as of September 15, 2023, by and among BrightSpire Capital Operating Company, LLC and MS Loan NT-I, LLC, MS Loan NT-II, LLC, BrightSpire Credit 1, LLC, BrightSpire Credit 2, LLC, BrightSpire Credit 1EU, LLC, BrightSpire Credit 1UK, LLC and Morgan Stanley Bank, N.A.

Exhibit 10.45 NINTH OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS AND RELEASE AGREEMENT This NINTH OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS AND RELEASE AGREEMENT, dated as of September 15, 2023 (this “Amendment”), by and among BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (formerly known as “CREDIT RE OPERATING COMPANY, LLC”, “Guarantor”), MS LOAN NT-I, LLC, a Del

February 19, 2025 EX-10.52

Fifth Amendment to Amended and Restated Master Repurchase Agreement, dated as of November 22, 2024 by and among BrightSpire Credit 3, LLC, BrightSpire Credit 4, LLC and Citibank, N.A.

Exhibit 10.52 EXECUTION VERSION FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS FIFTH AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of November 22, 2024 (the “Effective Date”), is made by and among BRIGHTSPIRE CREDIT 3, LLC and BRIGHTSPIRE CREDIT 4, LLC, each a Delaware limited liability company (each such Person and any other P

February 19, 2025 EX-19.1

Insider Trading Policy

Exhibit 19.1 BRIGHTSPIRE CAPITAL, INC. Policy on Inside Information and Insider Trading A.Background/Purpose Under federal and state securities laws, it is illegal to purchase or sell securities of BrightSpire Capital, Inc. (the “Company”) while in possession of material, non-public information related to, affecting or regarding the Company or its subsidiaries (such information, including as set f

February 19, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38377 BRIGHTS

February 19, 2025 EX-10.11

BrightSpire Capital, Inc. 2022 Equity Incentive Plan Second Amended and Restated Performance Restricted Stock Unit Agreement, dated as of February 18, 2025

EXHIBIT 10.11 BRIGHTSPIRE CAPITAL, INC. 2022 EQUITY INCENTIVE PLAN SECOND AMENDED AND RESTATED PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT BrightSpire Capital, Inc., a Maryland corporation (the “Company”), through a web-based grant system supported by Bank of America Merrill Lynch, has granted (the “Grant”) performance-based Restricted Stock Units relating to shares of its Class A Common Stock, $0

February 19, 2025 EX-4.1

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of our Class A common stock, which is our only security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevan

February 19, 2025 EX-21.1

List of Significant Subsidiaries of BrightSpire Capital, Inc.

Exhibit 21.1 BRIGHTSPIRE CAPITAL, INC. LIST OF SIGNIFICANT SUBSIDIARIES State or Jurisdiction of Subsidiary Name Formation BrightSpire Capital Advisors, LLC Delaware BrightSpire Capital Mortgage Corporation, LLC Delaware BrightSpire Capital Mortgage Parent, LLC Delaware BrightSpire Capital Mortgage Sub-REIT, LLC Delaware BrightSpire Capital Operating Company, LLC Delaware BrightSpire Capital RE Co

February 18, 2025 EX-99.2

1 FEBRUARY 18, 2025 SUPPLEMENTAL FINANCIAL REPORT FOURTH QUARTER 2024 Exhibit 99.2 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws.

q424earningssupplement02 1 FEBRUARY 18, 2025 SUPPLEMENTAL FINANCIAL REPORT FOURTH QUARTER 2024 Exhibit 99.

February 18, 2025 EX-99.1

Exhibit 99.1 BrightSpire Capital, Inc. Announces Fourth Quarter & Full Year 2024 Financial Results NEW YORK, February 18, 2025 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for

brspq424earningsreleasev Exhibit 99.1 BrightSpire Capital, Inc. Announces Fourth Quarter & Full Year 2024 Financial Results NEW YORK, February 18, 2025 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2024 and certain updates. The Company reported fourth quarter 2024 GAAP

February 18, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 BrightSpire Cap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

October 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact

October 29, 2024 EX-99.1

Exhibit 99.1 BrightSpire Capital, Inc. Announces Third Quarter 2024 Financial Results NEW YORK, October 29, 2024 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the third qua

brspq324earningsreleasev Exhibit 99.1 BrightSpire Capital, Inc. Announces Third Quarter 2024 Financial Results NEW YORK, October 29, 2024 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the third quarter 2024 and certain updates. The Company reported third quarter 2024 GAAP net income attributable to common stockholders of

October 29, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 BrightSpire Capi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2024 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

October 29, 2024 EX-99.2

1 OCTOBER 29, 2024 SUPPLEMENTAL FINANCIAL REPORT THIRD QUARTER 2024 Exhibit 99.2 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws. F

q324earningssupplementvf 1 OCTOBER 29, 2024 SUPPLEMENTAL FINANCIAL REPORT THIRD QUARTER 2024 Exhibit 99.

August 23, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2024 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer o

August 23, 2024 EX-10.1

, 2024, by and between MS Loan NT-I, LLC, MS Loan NT-II, LLC, BrightSpire Credit 1, LLC, and BrightSpire Credit 2, LLC and Morgan Stanley, N.A

Exhibit 10.1 TENTH OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS This TENTH OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of August 22, 2024 (this “Amendment”), by and among BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (formerly known as “CREDIT RE OPERATING COMPANY, LLC”, “Guarantor”), MS LOAN NT-I, LLC, a Delaware limited liability company (“NT-1”), MS LOA

August 19, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 BrightSpire Capit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer o

August 19, 2024 EX-10.1

Indenture, dated as of August 15, 2024, by and among BRSP 2024-FL2, Ltd., as Issuer, BRSP 2024-FL2, LLC, as Co-Issuer, BrightSpire Capital Advancing Agent, LLC, as Advancing Agent, Wilmington Trust, National Association, as Trustee, and Computershare Trust Company, National Association, as Note Administrator and as Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on August 19, 2024)

EXHIBIT 10.1 Dated as of August 15, 2024 BRSP 2024-FL2, LTD., as Issuer BRSP 2024-FL2, LLC, as Co-Issuer BRIGHTSPIRE CAPITAL ADVANCING AGENT, LLC, as Advancing Agent WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Note Administrator and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as Custodian INDENTURE TABLE OF CONTENTS Page ARTICLE 1

July 31, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact Name

July 31, 2024 EX-10.1

Form of Excess Cash Waiver under BRSP’s 2024 Annual Incentive Plan

Exhibit 10.1 Confidential Executive Form PERSONAL & CONFIDENTIAL VIA ELECTRONIC DELIVERY Dear [Name]: As an [executive title] of BrightSpire Capital, Inc. (“BRSP”), you are a participant in BRSP’s 2024 Annual Incentive Plan (the “2024 AIP”), approved by BRSP’s Compensation Committee in April 2024. In an effort to preserve cash in the current operating environment in 2024, and to further align the

July 30, 2024 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

Exhibit 99.2 • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

July 30, 2024 EX-99.1

Exhibit 99.1 BrightSpire Capital, Inc. Announces Second Quarter 2024 Financial Results NEW YORK, July 30, 2024 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quar

Exhibit 99.1 BrightSpire Capital, Inc. Announces Second Quarter 2024 Financial Results NEW YORK, July 30, 2024 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quarter 2024 and certain updates. The Company reported second quarter 2024 GAAP net loss attributable to common stockholders of ($67.9) million, or ($0.53

July 30, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2024 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of

May 16, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 BrightSpire Capital,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of i

May 1, 2024 EX-10.6

Sixth Amendment to Master Repurchase Agreement, dated as of March 27, 2024, between BrightSpire Credit 7, LLC and Barclays Bank PLC

Exhibit 10.6 EXECUTION VERSION SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENT SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of March 27, 2024 (this “Amendment”), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, “Purchaser”), and BRIGHTSPIRE CREDIT 7, LLC (formerly known as CLNC CREDIT 7, L

May 1, 2024 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

Exhibit 99.2 • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

May 1, 2024 EX-99.1

BrightSpire Capital, Inc. Announces First Quarter 2024 Financial Results NEW YORK, May 1, 2024 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the first quarter 2024 and cert

BrightSpire Capital, Inc. Announces First Quarter 2024 Financial Results NEW YORK, May 1, 2024 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the first quarter 2024 and certain updates. The Company reported first quarter 2024 GAAP net loss attributable to common stockholders of ($57.1) million, or ($0.45) per share, Distr

May 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact Nam

May 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 BrightSpire Capital,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of in

March 27, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 27, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

February 21, 2024 EX-10.59

Form of Amended and Restated Executive Employment Letter, dated as of February 21, 2024

Exhibit 10.59 Confidential Executive Form PERSONAL & CONFIDENTIAL VIA ELECTRONIC DELIVERY Dear [Name]: In connection with your continuing services as an executive officer of BrightSpire Capital, Inc. (“BRSP”), we are pleased to continue your employment with BrightSpire Capital US, LLC, a Delaware limited liability company (the “Company”), a controlled subsidiary of BRSP, on the following terms as

February 21, 2024 EX-10.46

Third Amendment to Amended and Restated Master Repurchase Agreement, dated as of January 14, 2022, by and among NSREIT CB Loan, LLC, CB Loan NT-II, LLC, BrightSpire Credit 3, LLC, BrightSpire Credit 4, LLC, BrightSpire Credit 3EU, LLC and BrightSpire Credit 3UK, LLC, BrightSpire Capital Operating Company, LLC and Citibank, N.A.

Exhibit 10.46 THIRD AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS THIRD AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of January 14, 2022 (the “Effective Date”), is made by and among NSREIT CB LOAN, LLC, CB LOAN NT-II, LLC, BRIGHTSPIRE CREDIT 3, LLC, BRIGHTSPIRE CREDIT 4, LLC, BRIGHTSPIRE CREDIT 3EU, LLC and BRIGHTSPIRE CREDIT 3UK,

February 21, 2024 EX-10.17

Fifth Amendment to Master Repurchase Agreement, dated as of December 27, 2023, by and among BrightSpire Credit 7, LLC and Barclays Bank PLC and BrightSpire Credit 7, LLC

Exhibit 10.17 FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of December 27, 2023 (this “Amendment”), by and among BRIGHTSPIRE CREDIT 7, LLC, a Delaware limited liability company (“Seller”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales, in its capacity as Purchaser (together with its successor

February 21, 2024 EX-99.2

1 FEBRUARY 21, 2024 SUPPLEMENTAL FINANCIAL REPORT FOURTH QUARTER 2023 Exhibit 99.2 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws.

1 FEBRUARY 21, 2024 SUPPLEMENTAL FINANCIAL REPORT FOURTH QUARTER 2023 Exhibit 99.2 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expres

February 21, 2024 EX-4.1

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of our Class A common stock, which is our only security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevan

February 21, 2024 EX-10.10

BrightSpire Capital, Inc. 2022 Equity Incentive Plan Amended and Restated Performance Restricted Stock Unit Agreement, dated as of February 21, 2024

Exhibit 10.10 BRIGHTSPIRE CAPITAL, INC. 2022 EQUITY INCENTIVE PLAN AMENDED AND RESTATED PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT BrightSpire Capital, Inc., a Maryland corporation (the “Company”), through a web-based grant system supported by Bank of America Merrill Lynch, has granted (the “Grant”) performance-based Restricted Stock Units relating to shares of its Class A Common Stock, $0.01 par

February 21, 2024 EX-10.58

Second Amended Employment Agreement by and between Michael Mazzei and BrightSpire Capital US, LLC, dated as of February 16, 2024

EXHIBIT 10.58 EXECUTION COPY SECOND AMENDED EMPLOYMENT AGREEMENT THIS SECOND AMENDED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 16, 2024 (the “Effective Date”), is made by and between BrightSpire Capital US, LLC, a Delaware limited liability company (“BRSP”), and Michael Mazzei (the “Executive”). BRSP, together with its affiliates is hereinafter referred to as “the Company,” and

February 21, 2024 EX-10.11

BrightSpire Capital, Inc. Amended Severance Policy

Exhibit 10.11 BRIGHTSPIRE CAPITAL, INC. AMENDED SEVERANCE POLICY ARTICLE I PURPOSE AND PARTICIPATION Section 1.01 Adoption; Purpose. The Compensation Committee of BrightSpire Capital, Inc. (the “Company”) has adopted this Amended Severance Policy (this “Policy”), as amended and restated on the Amendment Date, for the purpose of providing severance and change in control protections to employees of

February 21, 2024 EX-97.1

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97.1 CLAWBACK POLICY (Effective October 26, 2023) The Board of Directors (the “Board”) of BrightSpire Capital, Inc. (collectively with its subsidiaries, the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy (the “Policy”) which, s

February 21, 2024 EX-99.1

BrightSpire Capital, Inc. Announces Fourth Quarter & Full Year 2023 Financial Results NEW YORK, February 21, 2024 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the fourth q

BrightSpire Capital, Inc. Announces Fourth Quarter & Full Year 2023 Financial Results NEW YORK, February 21, 2024 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2023 and certain updates. The Company reported fourth quarter 2023 GAAP net loss attributable to common stockh

February 21, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38377 BRIGHTS

February 21, 2024 EX-21.1

List of Significant Subsidiaries of BrightSpire Capital, Inc.

Exhibit 21.1 BRIGHTSPIRE CAPITAL, INC. LIST OF SIGNIFICANT SUBSIDIARIES State or Jurisdiction of Subsidiary Name Formation BrightSpire Capital Acquisitions, LLC Delaware BrightSpire Capital Advisors, LLC Delaware BrightSpire Capital Mortgage Corporation, LLC Delaware BrightSpire Capital Mortgage Parent, LLC Delaware BrightSpire Capital Mortgage Sub-REIT, LLC Delaware BrightSpire Capital Operating

February 21, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2024 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

February 21, 2024 EX-10.7

First Amendment to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan, dated as of February 21, 2024 (incorporated by reference to Exhibit 10.7 to the Company’s Annual Report on Form 10-K (No. 001-38377) filed on February 21, 2024)

Exhibit 10.7 FIRST AMENDMENT TO THE BRIGHTSPIRE CAPITAL, INC. 2022 EQUITY INCENTIVE PLAN, EFFECTIVE AS OF MAY 5, 2022 The BrightSpire Capital, Inc. 2022 Equity Incentive Plan, effective as of May 5, 2022 (the “Plan”), is hereby amended, effective as of February 21, 2024, as follows: 1.The flush language at the beginning of Section 18.5 of the Plan (prior to subclause (a)) is hereby deleted and rep

February 14, 2024 SC 13G/A

BRSP / BrightSpire Capital, Inc. / Nut Tree Capital Management, LP - SC 13G/A Passive Investment

SC 13G/A 1 ef20021530sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* BRIGHTSPIRE CAPITAL, INC. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 10949T109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check

January 10, 2024 SC 13G/A

BRSP / BrightSpire Capital, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: BrightSpire Capital Inc Title of Class of Securities: Common Stock CUSIP Number: 10949T109 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is file

October 31, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact

October 30, 2023 EX-99.1

BrightSpire Capital, Inc. Announces Third Quarter 2023 Financial Results NEW YORK, October 30, 2023 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the third quarter ended Se

BrightSpire Capital, Inc. Announces Third Quarter 2023 Financial Results NEW YORK, October 30, 2023 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the third quarter ended September 30, 2023 and certain updates. The Company reported third quarter 2023 GAAP net income attributable to common stockholders of $12.4 million, or

October 30, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

October 30, 2023 EX-99.2

1 OCTOBER 30, 2023 SUPPLEMENTAL FINANCIAL REPORT THIRD QUARTER 2023 Exhibit 99.2 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws. F

1 OCTOBER 30, 2023 SUPPLEMENTAL FINANCIAL REPORT THIRD QUARTER 2023 Exhibit 99.2 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressi

August 2, 2023 EX-99.1

BrightSpire Capital, Inc. Announces Second Quarter 2023 Financial Results NEW YORK, August 2, 2023 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quarter ended Ju

BrightSpire Capital, Inc. Announces Second Quarter 2023 Financial Results NEW YORK, August 2, 2023 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quarter ended June 30, 2023 and certain updates. The Company reported second quarter 2023 GAAP net loss attributable to common stockholders of ($7.5) million, or ($0.

August 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact Name

August 2, 2023 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

brspq223earningssuppleme Exhibit 99.2 • • • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

August 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2023 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of

May 16, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 BrightSpire Capital,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2023 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of i

May 3, 2023 EX-3.2

Fifth Amended and Restated Bylaws of BrightSpire Capital, Inc., as amended (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q (No. 001-38377) for the quarter ended March 31, 2023 filed on May 3, 2023)

Exhibit 3.2 BRIGHTSPIRE CAPITAL, INC. FIFTH AMENDED AND RESTATED BYLAWS Adopted as of February 21, 2023 ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of BrightSpire Capital, Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the board of directors of the Corporation (the “Board of Directors”) may designate. Section 2. ADDITIONAL OFFICES. The C

May 3, 2023 EX-10.2

BrightSpire Capital, Inc., 2022 Equity Incentive Plan Performance Restricted Stock Unit Agreement

Exhibit 10.2 BRIGHTSPIRE CAPITAL, INC. 2022 EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT BrightSpire Capital, Inc., a Maryland corporation (the “Company”), through a web-based grant system supported by Bank of America Merrill Lynch, has granted (the “Grant”) performance-based Restricted Stock Units relating to shares of its Class A Common Stock, $0.01 par value per share (the

May 3, 2023 EX-99.3

Exhibit 99.3 since Q4’20 • • • • • • • • • • • • • • • • •

brspq123exhibit993vf Exhibit 99.3 since Q4’20 • • • • • • • • • • • • • • • • •

May 3, 2023 EX-10.1

BrightSpire Capital, Inc. 2022 Equity Incentive Plan Restricted Stock Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (No. 001-38377) filed on May 3, 2023)

Exhibit 10.1 BRIGHTSPIRE CAPITAL, INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT BrightSpire Capital, Inc., a Maryland corporation (the “Company”), through a web-based grant system supported by Bank of America Merrill Lynch, has granted (the “Grant”) shares of its Class A Common Stock, $0.01 par value per share (the “Stock”), to you as the Grantee, subject to the vesting and other cond

May 3, 2023 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

brspq123exhibit992vf Exhibit 99.2 • • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

May 3, 2023 EX-99.1

BrightSpire Capital, Inc. Announces First Quarter 2023 Financial Results NEW YORK, May 3, 2023 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the first quarter ended March 3

brspq123exhibit991vf1 BrightSpire Capital, Inc. Announces First Quarter 2023 Financial Results NEW YORK, May 3, 2023 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the first quarter ended March 31, 2023 and certain updates. The Company reported first quarter 2023 GAAP net loss attributable to common stockholders of $4.1 m

May 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact Nam

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 BrightSpire Capital,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of in

March 31, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

March 31, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 21, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

March 3, 2023 EX-99.1

BrightSpire Capital, Inc. Prices Secondary Offering by DigitalBridge Group, Inc.

Exhibit 99.1 BrightSpire Capital, Inc. Prices Secondary Offering by DigitalBridge Group, Inc. NEW YORK, February 28, 2023 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) announced today the pricing of a secondary offering of 30,358,213 shares of its Class A common stock by a selling stockholder affiliated with DigitalBridge Group, Inc. (“DigitalBridge”) at a publi

March 3, 2023 EX-1.1

Underwriting Agreement, dated as of February 28, 2023, by and among BrightSpire Capital, Inc., DigitalBridge Operating Company, LLC, and J.P. Morgan Securities LLC and Barclays Capital Inc., as representatives of the underwriters named therein.

Exhibit 1.1 Execution Version BRIGHTSPIRE CAPITAL, INC. (a Maryland corporation) 30,358,213 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: February 28, 2023 BRIGHTSPIRE CAPITAL, INC. (a Maryland corporation) 30,358,213 Shares of Class A Common Stock UNDERWRITING AGREEMENT February 28, 2023 J.P. Morgan Securities LLC Barclays Capital Inc. as Representatives of the several Underwriters

March 3, 2023 SC 13D/A

BRSP / BrightSpire Capital Inc - Class A / Colony Capital, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* BRIGHTSPIRE CAPITAL, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 19625T 101 (CUSIP Number) DigitalBridge Group, Inc. Attention: Ronald M. Sanders, Esq. 750 Park of Commerce Drive, Suite 210 Boca R

March 3, 2023 EX-99.1

BRIGHTSPIRE CAPITAL, INC. (a Maryland corporation) 30,358,213 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: February 28, 2023

Exhibit 99.1 BRIGHTSPIRE CAPITAL, INC. (a Maryland corporation) 30,358,213 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: February 28, 2023 1 BRIGHTSPIRE CAPITAL, INC. (a Maryland corporation) 30,358,213 Shares of Class A Common Stock UNDERWRITING AGREEMENT February 28, 2023 J.P. Morgan Securities LLC Barclays Capital Inc. as Representatives of the several Underwriters c/o J.P. Morga

March 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 BrightSpire Cap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2023 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

March 1, 2023 424B5

30,358,213 Shares BrightSpire Capital, Inc. Class A Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267733 Prospectus Supplement (To Prospectus dated October 19, 2022) 30,358,213 Shares BrightSpire Capital, Inc. Class A Common Stock The selling stockholder named in this prospectus supplement is offering 30,358,213 shares of our Class A common stock (“common stock”). We will not receive any proceeds from the sale of our

February 28, 2023 424B5

Subject to Completion Preliminary Prospectus Supplement dated February 28, 2023

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-267733 The information in this preliminary prospectus supplement and the accompanying prospectus are not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state where

February 21, 2023 EX-10.15

BrightSpire Capital, Inc. Severance Policy

Exhibit 10.15 BRIGHTSPIRE CAPITAL, INC. SEVERANCE POLICY ARTICLE I PURPOSE AND PARTICIPATION Section 1.01 Adoption; Purpose. The Compensation Committee of BrightSpire Capital, Inc. (the “Company”) has adopted this Severance Policy (this “Policy”) for the purpose of providing severance and change in control protections to employees of the Company and its Subsidiaries. Section 1.02 Participation. Th

February 21, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38377 BRIGHTS

February 21, 2023 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

brspq422supplementalvf Exhibit 99.2 • • • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

February 21, 2023 EX-99.3

Exhibit 99.3 since Q4’20 • • • • • • • • • • • • • • • • •

brspq422presentationvf Exhibit 99.3 since Q4’20 • • • • • • • • • • • • • • • • •

February 21, 2023 EX-21.1

List of Significant Subsidiaries of BrightSpire Capital, Inc.

Exhibit 21.1 BRIGHTSPIRE CAPITAL, INC. LIST OF SIGNIFICANT SUBSIDIARIES State or Jurisdiction of Subsidiary Name Formation BrightSpire Capital Advisors, LLC Delaware BrightSpire Capital Mortgage Corporation, LLC Delaware BrightSpire Capital Mortgage Parent, LLC Delaware BrightSpire Capital Mortgage Sub-REIT, LLC Delaware BrightSpire Capital Operating Company, LLC Delaware BrightSpire Capital RE Co

February 21, 2023 EX-99.1

BrightSpire Capital, Inc. Announces Fourth Quarter & Full Year 2022 Financial Results NEW YORK, February 21, 2023 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the fourth q

brspq422earningsvf BrightSpire Capital, Inc. Announces Fourth Quarter & Full Year 2022 Financial Results NEW YORK, February 21, 2023 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2022, and certain updates. The Company reported fourth quarter 2022 GAAP net income attribu

February 21, 2023 EX-3.2

Fifth Amended and Restated Bylaws of BrightSpire Capital, Inc.

Exhibit 3.2 BRIGHTSPIRE CAPITAL, INC. FOURTHFIFTH AMENDED AND RESTATED BYLAWS Adopted as of June 24February 21, 20212023 ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of BrightSpire Capital, Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the board of directors of the Corporation (the “Board of Directors”) may designate. Section 2. ADDITION

February 21, 2023 EX-4.1

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of our Class A common stock, which is our only security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevan

February 21, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 BrightSpire Cap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

February 14, 2023 SC 13G/A

BRSP / BrightSpire Capital, Inc. / Nut Tree Capital Management, LP - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BRIGHTSPIRE CAPITAL, INC. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 10949T109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 9, 2023 SC 13G/A

BRSP / BrightSpire Capital, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: BrightSpire Capital Inc. Class A Title of Class of Securities: REIT CUSIP Number: 10949T109 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

November 2, 2022 EX-99.3

Exhibit 99.3 since Q4’20 • • • • • • • • • • • • • • • • • • • • • •

Exhibit 99.3 since Q4?20 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?

November 2, 2022 EX-99.1

BrightSpire Capital, Inc. Announces Third Quarter 2022 Financial Results NEW YORK, November 2, 2022 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the third quarter ended Se

BrightSpire Capital, Inc. Announces Third Quarter 2022 Financial Results NEW YORK, November 2, 2022 ? BrightSpire Capital, Inc. (NYSE: BRSP) (?BrightSpire Capital? or the ?Company?) today announced its financial results for the third quarter ended September 30, 2022 and certain updates. The Company reported third quarter 2022 GAAP net loss attributable to common stockholders of $(20.5) million, or

November 2, 2022 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

Exhibit 99.2 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?

November 2, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

November 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact

October 17, 2022 CORRESP

590 Madison Avenue, 33rd Floor New York, NY 10022

590 Madison Avenue, 33rd Floor New York, NY 10022 October 17, 2022 VIA EDGAR Securities & Exchange Commission 100 F Street, NE Washington, D.

October 4, 2022 S-3

As filed with the Securities and Exchange Commission on October 4, 2022

As filed with the Securities and Exchange Commission on October 4, 2022 Registration No.

October 4, 2022 S-3ASR

As filed with the Securities and Exchange Commission on October 4, 2022

As filed with the Securities and Exchange Commission on October 4, 2022 Registration No.

October 4, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 2 universals-3asrxex107filin.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) BrightSpire Capital, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title (1) Fee Calculation Rule or Carry Forward Rule Amount Registered Proposed Maximum Offerin

October 4, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES Form S-3 (Form Type) BrightSpire Capital, Inc.

August 3, 2022 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

Exhibit 99.2 • • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ • • •

August 3, 2022 EX-10.4

Fourth Amendment to Master Repurchase Agreement, dated as of July 7, 2022, by and between Barclays Bank PLC and BrightSpire Credit 7, LLC (f/k/a CLNC Credit 7, LLC) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (No.001-38377) for the quarter ended June 30, 2022 filed on August 3, 2022)

EXHIBIT 10.4 EXECUTION VERSION FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of July 7, 2022 (this ?Amendment?), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, ?Purchaser?), and BRIGHTSPIRE CREDIT 7, LLC (formerly known as CLNC CREDIT 7, L

August 3, 2022 EX-10.5

Fourth Amendment to Amended and Restated Master Repurchase Agreement, dated as of July 28, 2022 by and among NSREIT CB Loan, LLC, CB Loan NT-II, LLC, BrightSpire Credit 3, LLC, BrightSpire Credit 4, LLC, BrightSpire Credit 3EU, LLC and BrightSpire Credit 3UK, LLC, BrightSpire Capital Operating Company, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q (No. 001-38377) for the quarter ended June 30, 2022 filed on August 3, 2022)

Exhibit 10.5 FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this ?Amendment?), dated as of July 28, 2022 (the ?Effective Date?), is made by and among NSREIT CB LOAN, LLC, CB LOAN NT-II, LLC, BRIGHTSPIRE CREDIT 3, LLC, BRIGHTSPIRE CREDIT 4, LLC, BRIGHTSPIRE CREDIT 3EU, LLC and BRIGHTSPIRE CREDIT 3UK, LL

August 3, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact Name

August 3, 2022 EX-99.3

Exhibit 99.3 since Q4’20 • • • • • • • • • • • • • • • • • • • •

Exhibit 99.3 since Q4’20 • • • • • • • • • • • • • • • • • • • •

August 3, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of

August 3, 2022 EX-99.1

BrightSpire Capital, Inc. Announces Second Quarter 2022 Financial Results NEW YORK, August 3, 2022 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quarter ended Ju

BrightSpire Capital, Inc. Announces Second Quarter 2022 Financial Results NEW YORK, August 3, 2022 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quarter ended June 30, 2022 and certain updates. The Company reported second quarter 2022 GAAP net income attributable to common stockholders of $34.3 million, or $0.

July 13, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of

July 13, 2022 EX-10.1

Eighth Omnibus Amendment to Transaction Documents, dated as of July 11, 2022, by and between BrightSpire Capital Operating Company, LLC and Morgan Stanley, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on July 13, 2022)

Exhibit 10.1 EIGHTH OMNIBUS AMENDMENT THIS EIGHTH OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of July 11, 2022 (this ?Amendment?), by and between BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (formerly known as ?CREDIT RE OPERATING COMPANY, LLC?, ?Guarantor?), and MORGAN STANLEY BANK, N.A., a national banking association (?Buyer?). Capitalized terms used

June 23, 2022 EX-10.1

Amendment No. 4 to Master Repurchase and Securities Contract, dated as of June 22, 2022, by and between BrightSpire Credit 8, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on June 23, 2022)

Exhibit 10.1 AMENDMENT NO. 4 TO MASTER REPURCHASE AND SECURITIES CONTRACT AMENDMENT NO. 4 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of June 22, 2022 (this ?Amendment?) by and between BrightSpire Credit 8, LLC (f/k/a CLNC Credit 8, LLC), a Delaware limited liability company (?Seller?) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (?Buyer?). Capitalized term

June 23, 2022 EX-10.2

Fourth Amendment to Guarantee Agreement, dated as of June 22, 2022, by and between BrightSpire Capital Operating Company, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on June 23, 2022)

Exhibit 10.2 FOURTH AMENDMENT TO GUARANTEE AGREEMENT FOURTH AMENDMENT TO GUARANTEE AGREEMENT, dated as of June 22, 2022 (this ?Amendment?), by and between BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC (f/k/a Credit RE Operating Company, LLC), a Delaware limited liability company (?Guarantor?), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (?Buyer?). Capitalized terms used

June 23, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of

June 6, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of i

June 6, 2022 EX-10.1

Third Amendment to Master Repurchase Agreement dated as of June 1, 2022, by and between Barclays Bank PLC and BrightSpire Credit 7, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on June 6, 2022)

Exhibit 10.1 THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of June 1, 2022 (this ?Amendment?), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, ?Purchaser?), and BRIGHTSPIRE CREDIT 7, LLC (formerly known as CLNC CREDIT 7, LLC), a limited liabi

May 5, 2022 EX-10.11

Supplemental Indenture No. 2, dated as of March 15, 2022, by and among CLNC 2019-FL 1, Ltd., as issuer, CLNC 2019-FL 1, LLC, as co-issuer, BrightSpire Capital Advancing Agent, LLC (f/k/a CLNC Advancing Agent, LLC), as advancing agent and U.S. Bank Trust Company, National Association, as trustee

Exhibit 10.11 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 2 This SUPPLEMENTAL INDENTURE NO. 2, dated as of March 15, 2022 (this “Supplemental Indenture”), by and among CLNC 2019-FL1, Ltd., as issuer (the “Issuer”), CLNC 2019-FL1, LLC, as co-issuer (the “Co-Issuer”), BrightSpire Capital Advancing Agent, LLC (f/k/a CLNC Advancing Agent, LLC), as advancing agent (the “Advancing Agent”), U.S. Bank Tr

May 5, 2022 S-8

As filed with the Securities and Exchange Commission on May 5, 2022

As filed with the Securities and Exchange Commission on May 5, 2022 Registration No.

May 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact Nam

May 5, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) BrightSpire Capital, Inc.

May 5, 2022 EX-10.10

Supplemental Indenture No. 1, dated as of July 20, 2021, by and among CLNC 2019-FL 1, Ltd., as issuer, CLNC 2019-FL 1, LLC, as co-issuer, BrightSpire Capital Advancing Agent, LLC (f/k/a CLNC Advancing Agent, LLC), as advancing agent and U.S. Bank National Association, as trustee

Exhibit 10.10 EXECUTION VERSION SUPPLEMENTAL INDENTURE NO. 1 This SUPPLEMENTAL INDENTURE NO. 1, dated as of July 20, 2021 (this “Supplemental Indenture”), by and among CLNC 2019-FL1, Ltd., as issuer (the “Issuer”), CLNC 2019-FL1, LLC, as co-issuer (the “Co-Issuer”), BrightSpire Capital Advancing Agent, LLC (f/k/a CLNC Advancing Agent, LLC), as advancing agent (the “Advancing Agent”), U.S. Bank Nat

May 5, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of in

May 5, 2022 EX-10.2

Form of Restricted Stock Award Agreement to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on May 5, 2022)

Exhibit 10.2 BRIGHTSPIRE CAPITAL, INC. 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT BrightSpire Capital, Inc., a Maryland corporation (the “Company”), through a web-based grant system supported by has granted (the “Grant”) shares of its Class A Common Stock, $0.01 par value per share (the “Stock”) to you as Grantee, subject to the vesting and other conditions as set forth in the Grant. Ad

May 5, 2022 EX-10.1

BrightSpire Capital, Inc. 2022 Equity Incentive Plan, dated May 5, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on May 5, 2022)

Exhibit 10.1 BRIGHTSPIRE CAPITAL, INC. 2022 EQUITY INCENTIVE PLAN TABLE OF CONTENTS Page 1 PURPOSE 1 2 DEFINITIONS 1 3 ADMINISTRATION OF THE PLAN 6 3.1 Committee 6 3.1.1 Powers and Authorities 6 3.1.2 Composition of Committee 6 3.1.3 Other Committee 6 3.1.4 Designated Officer 6 3.2 Board 7 3.3 Terms of Awards 7 3.4 Forfeiture; Recoupment 7 3.5 No Repricing 8 3.6 Deferral Arrangement 8 3.7 No Liabi

May 3, 2022 EX-99.1

BrightSpire Capital, Inc. Announces First Quarter 2022 Financial Results NEW YORK, May 3, 2022 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the first quarter ended March 3

BrightSpire Capital, Inc. Announces First Quarter 2022 Financial Results NEW YORK, May 3, 2022 ? BrightSpire Capital, Inc. (NYSE: BRSP) (?BrightSpire Capital? or the ?Company?) today announced its financial results for the first quarter ended March 31, 2022 and certain updates. The Company reported first quarter 2022 GAAP net income attributable to common stockholders of $27.7 million, or $0.21 pe

May 3, 2022 EX-99.3

Exhibit 99.3 since Q4’20 • • • • • • • • • • • • • • • • • • • • •

Exhibit 99.3 since Q4?20 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?

May 3, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of in

May 3, 2022 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • • • ◼◼ ◼ ◼ ◼ • • •

Exhibit 99.2 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?? ? ? ? ? ? ?

March 28, 2022 CORRESP

* * * * *

590 Madison Avenue, 33rd Floor New York, NY 10022 212-287-2119 March 28, 2022 BY EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.

March 18, 2022 DEF 14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 18, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 3, 2022 SC 13D/A

BRSP / BrightSpire Capital, Inc. / Colony Capital, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* BRIGHTSPIRE CAPITAL, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 19625T 101 (CUSIP Number) DigitalBridge Group, Inc. Attention: Ronald M. Sanders, Esq. 750 Park of Commerce Drive, Suite 210 Boca Ra

March 3, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of Class A Common Stock of Brightspire Capital, Inc., and further agree

February 22, 2022 EX-10.54

Third Amendment to Guaranty, dated as of January 28, 2022, by and between BrightSpire Capital Operating Company, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on Form 10-K (No. 001-38377) filed on February 22, 2022)

Exhibit 10.54 THIRD AMENDMENT TO GUARANTY THIRD AMENDMENT TO GUARANTY, dated as of January 28, 2022 (this ?Amendment?), by and between BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (formerly known as ?CREDIT RE OPERATING COMPANY, LLC?, ?Guarantor?), and CITIBANK, N.A., a national banking association (?Buyer?). Capitalized terms used but not otherwise defined here

February 22, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

February 22, 2022 EX-10.36

Third Amendment to Guarantee, dated as of January 28, 2022, by and between BrightSpire Capital Operating Company, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K (No. 001-38377) filed on February 22, 2022)

EX-10.36 7 brsp12312021exhibit1036.htm EX-10.36 Exhibit 10.36 THIRD AMENDMENT TO GUARANTEE AGREEMENT THIRD AMENDMENT TO GUARANTEE AGREEMENT, dated as of January 28, 2022 (this “Amendment”), by and between BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC (f/k/a Credit RE Operating Company, LLC), a Delaware limited liability company (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national ban

February 22, 2022 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • ◼◼ ◼ ◼ ◼ • • •

Exhibit 99.2 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?? ? ? ? ? ? ?

February 22, 2022 EX-10.15

Second Amendment to Master Repurchase Agreement, dated as of February 8, 2022, by and between Barclays Bank PLC and BrightSpire Credit 7, LLC (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K (No. 001-38377) filed on February 22, 2022)

Exhibit 10.15 EXECUTION VERSION SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of February 8, 2022 (this ?Amendment?), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, ?Purchaser?), and BRIGHTSPIRE CREDIT 7, LLC (formerly known as CLNC CREDIT

February 22, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38377 BRIGHTS

February 22, 2022 EX-10.46

Seventh Omnibus Amendment to Transaction Documents, dated as of January 28, 2022, by and between BrightSpire Capital Operating Company, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.46 to the Company’s Annual Report on Form 10-K (No. 001-38377) filed on February 22, 2022)

Exhibit 10.46 SEVENTH OMNIBUS AMENDMENT OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of January 28, 2022 (this ?Amendment?), by and between BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (formerly known as ?CREDIT RE OPERATING COMPANY, LLC?, ?Guarantor?), and MORGAN STANLEY BANK, N.A., a national banking association (?Buyer?). Capitalized terms used but no

February 22, 2022 EX-21.1

List of Significant Subsidiaries of BrightSpire Capital, Inc.

Exhibit 21.1 BRIGHTSPIRE CAPITAL, INC. LIST OF SIGNIFICANT SUBSIDIARIES State or Jurisdiction of Subsidiary Name Formation BrightSpire Capital Advisors, LLC Delaware BrightSpire Capital Mortgage Corporation, LLC Delaware BrightSpire Capital Mortgage Parent, LLC Delaware BrightSpire Capital Mortgage Sub-REIT, LLC Delaware BrightSpire Capital Operating Company, LLC Delaware BrightSpire Capital RE Co

February 22, 2022 EX-10.45

Sixth Omnibus Amendment to Transaction Documents, dated as of January 24, 2022, by and between BrightSpire Capital Operating Company, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K (No. 001-38377) filed on February 22, 2022)

Exhibit 10.45 SIXTH OMNIBUS AMENDMENT OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of January 24, 2022 (this ?Amendment?), by and between BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (formerly known as ?CREDIT RE OPERATING COMPANY, LLC?, ?Guarantor?), and MORGAN STANLEY BANK, N.A., a national banking association (?Buyer?). Capitalized terms used but not

February 22, 2022 EX-10.32

Amendment No. 3 to Master Repurchase and Securities Contract, dated as of February 17, 2022, by and between BrightSpire Credit 8, LLC (f/k/a CLNC Credit 8, LLC) and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K (No. 001-38377) filed on February 22, 2022)

EX-10.32 6 brsp12312021exhibit1032.htm EX-10.32 Exhibit 10.32 EXECUTION VERSION AMENDMENT NO. 3 TO MASTER REPURCHASE AND SECURITIES CONTRACT AMENDMENT NO. 3 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of February 17, 2022 (this “Amendment”) by and between BrightSpire Credit 8, LLC (f/k/a CLNC Credit 8, LLC), a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL

February 22, 2022 EX-10.19

Third Amendment to Guaranty, dated as of January 28, 2022, by and between BrightSpire Capital Operating Company, LLC and Barclays Bank PLC (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K (No. 001-38377) filed on February 22, 2022)

EX-10.19 4 brsp12312021exhibit1019.htm EX-10.19 Exhibit 10.19 THIRD AMENDMENT TO GUARANTY THIRD AMENDMENT TO GUARANTY, dated as of January 28, 2022 (this “Amendment”), by and between BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (“Purchaser”). Capitalized

February 22, 2022 EX-99.1

BrightSpire Capital, Inc. Announces Fourth Quarter & Full Year 2021 Financial Results NEW YORK, February 22, 2022 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the fourth q

BrightSpire Capital, Inc. Announces Fourth Quarter & Full Year 2021 Financial Results NEW YORK, February 22, 2022 ? BrightSpire Capital, Inc. (NYSE: BRSP) (?BrightSpire Capital? or the ?Company?) today announced its financial results for the fourth quarter and full year ended December 31, 2021 and certain updates. The Company reported fourth quarter 2021 GAAP net income attributable to common stoc

February 22, 2022 EX-99.3

Exhibit 99.3 since Q4’20 • • • • Total loan requests reviewed: $[X]bn2 • • • • • • • • • • • • •

Exhibit 99.3 since Q4?20 ? ? ? ? Total loan requests reviewed: $[X]bn2 ? ? ? ? ? ? ? ? ? ? ? ? ?

February 22, 2022 EX-10.26

Third Amendment to Guaranty, dated as of January 28, 2022, by and between BrightSpire Capital Operating Company, LLC, and Goldman Sachs Bank USA

Exhibit 10.26 THIRD AMENDMENT TO GUARANTY This THIRD AMENDMENT TO GUARANTY, dated as of January 28, 2022 (this ?Amendment?), by and between BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC, a Delaware limited liability company (formerly known as ?CREDIT RE OPERATING COMPANY?, ?Guarantor?), and GOLDMAN SACHS BANK USA, a New York State member bank (?Purchaser?), and acknowledged and agreed to by BRIGHTSPI

February 22, 2022 EX-4.1

Description of the Registrant’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of our Class A common stock, which is our only security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). This description also summarizes relevan

February 14, 2022 EX-99.A

JOINT FILING AGREEMENT

CUSIP No. 10949T109 SCHEDULE 13G Page 9 of 9 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Harvest Natural Resources dated as of February 14, 2022 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and

February 14, 2022 SC 13G

BRSP / BrightSpire Capital, Inc. / Nut Tree Capital Management, LP - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BRIGHTSPIRE CAPITAL, INC. (Name of Issuer) Class A Common Stock, $0.01 par value per share (Title of Class of Securities) 10949T109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

February 9, 2022 SC 13G/A

BRSP / BrightSpire Capital, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: BrightSpire Capital Inc. Class A Title of Class of Securities: REIT CUSIP Number: 10949T109 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

January 31, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

January 31, 2022 EX-10.1

Amended and Restated Credit Agreement, dated as of January 28, 2022, by and among BrightSpire Capital Operating Company, LLC, as a borrower, the several lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No.001-38377) filed on January 31, 2022)

Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT among BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC, as Parent Borrower, The Other Subsidiary Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of January 28, 2022 JPMORGAN CHASE BANK, N.A., as Sole Lead Arranger and Bookrunner TABLE OF CON

January 20, 2022 EX-99.1

BrightSpire Capital Adjusts Book Value Increases from Co-Invest Portfolio Sale and Preferred Financing Payoff

Exhibit 99.1 BrightSpire Capital Adjusts Book Value Increases from Co-Invest Portfolio Sale and Preferred Financing Payoff NEW YORK?JANUARY 20, 2022?On December 22, 2021, subsidiaries of BrightSpire Capital, Inc. (NYSE: BRSP) (?BrightSpire Capital? or the ?Company?), announced the payoff of its ?5-Investment Preferred Financing? following a co-invest portfolio sale. In conjunction with finalizing

January 20, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2022 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

December 2, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2021 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

December 2, 2021 EX-99.1

BrightSpire Capital Announces Appointment of Catherine Long to Board of Directors

Exhibit 99.1 BrightSpire Capital Announces Appointment of Catherine Long to Board of Directors NEW YORK, December 2, 2021 ? BrightSpire Capital, Inc. (NYSE: BRSP) (?BrightSpire Capital? or the ?Company?) announced today the appointment of Catherine Long, former founding member, executive vice president, chief financial officer, treasurer and assistant secretary of STORE Capital Corporation (NYSE:

November 3, 2021 EX-99.3

Exhibit 99.3 • • • • • • • • • • • dividend growth since Q1’21 since Q3’20 since Q3’20 • • • • • • Total loan requests reviewed: $[X]bn2 • • • • • • • • • • • • • • •

EX-99.3 4 brspinvestorpresentation.htm EX-99.3 Exhibit 99.3 • • • • • • • • • • • dividend growth since Q1’21 since Q3’20 since Q3’20 • • • • • • Total loan requests reviewed: $[X]bn2 • • • • • • • • • • • • • • •

November 3, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

November 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact

November 3, 2021 EX-99.1

BrightSpire Capital, Inc. Announces Third Quarter 2021 Financial Results NEW YORK, November 3, 2021 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the third quarter ended Se

EX-99.1 2 brspq321earningsreleasev.htm EX-99.1 BrightSpire Capital, Inc. Announces Third Quarter 2021 Financial Results NEW YORK, November 3, 2021 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the third quarter ended September 30, 2021 and certain updates. The Company reported third quarter 2021 GAAP net loss attributabl

November 3, 2021 EX-10.2

Second Amendment to Amended and Restated Master Repurchase Agreement, dated as of August 24, 2021, by and among NSREIT CB Loan, LLC, CB Loan NT-II, LLC, BrightSpire Credit 3, LLC, BrightSpire Credit 4, LLC, BrightSpire Credit 3EU, LLC and BrightSpire Credit 3UK, LLC, BrightSpire Capital Operating Company, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (No. 001-38377) filed on November 3, 2021)

EX-10.2 2 brsp09302021exhibit102.htm EX-10.2 Exhibit 10.2 SECOND AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS SECOND AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of August 24, 2021 (the “Effective Date”), is made by and among NSREIT CB LOAN, LLC, CB LOAN NT-II, LLC, BRIGHTSPIRE CREDIT 3, LLC, BRIGHTSPIRE CREDIT 4, LLC, BRIGHTSPIRE

November 3, 2021 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ ◼ ◼ • • • •

EX-99.2 3 brspq321earningssuppleme.htm EX-99.2 Exhibit 99.2 • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ ◼ ◼ • • • •

October 14, 2021 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2021 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

October 14, 2021 EX-99.1

BrightSpire Capital Announces Appointment of Kim S. Diamond to Board of Directors

EX-99.1 2 brsp8-k10132021exhibit991.htm EX-99.1 Exhibit 99.1 BrightSpire Capital Announces Appointment of Kim S. Diamond to Board of Directors NEW YORK, October 14, 2021 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced the appointment of Kim S. Diamond, former founding executive of Kroll Bond Rating Agency and managing director at Standard & Poor’s,

September 10, 2021 SC 13D/A

Colony NorthStar Crdt Real Estat / Colony Capital, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* BRIGHTSPIRE CAPITAL, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 19625T 101 (CUSIP Number) DigitalBridge Group, Inc. Attention: Ronald M. Sanders, Esq. 750 Park of Commerce Drive, Suite 210 Boca Ra

August 16, 2021 SC 13D/A

Colony NorthStar Crdt Real Estat / Colony Capital, Inc. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* BRIGHTSPIRE CAPITAL, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 19625T 101 (CUSIP Number) DigitalBridge Group, Inc. Attention: Ronald M. Sanders, Esq. 750 Park of Commerce Drive, Suite 210 Boca Ra

August 13, 2021 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer o

August 13, 2021 EX-99.1

BrightSpire Capital, Inc. Prices Secondary Offering

Exhibit 99.1 BrightSpire Capital, Inc. Prices Secondary Offering NEW YORK, August 10, 2021 ? BrightSpire Capital, Inc. (NYSE: BRSP) (?BrightSpire Capital? or the ?Company?) announced today the pricing of a secondary offering of 8,250,000 shares of its Class A common stock by a selling stockholder affiliated with DigitalBridge Group, Inc. (?DigitalBridge?) at a public offering price of $9.00 per sh

August 13, 2021 EX-1.1

Underwriting Agreement, dated as of August 10, 2021, by and among BrightSpire Capital, Inc., DigitalBridge Operating Company, LLC, and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein (incorporated by reference to Exhibit 1.1 of the Issuer’s Current Report on Form 8-K filed with the SEC on August 13, 2021)

EX-1.1 2 brsp8-k08102021exhibit11.htm EX-1.1 Exhibit 1.1 BRIGHTSPIRE CAPITAL, INC. (a Maryland corporation) 8,250,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: August 10, 2021 BRIGHTSPIRE CAPITAL, INC. (a Maryland corporation) 8,250,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT August 10, 2021 BofA Securities, Inc. J.P. Morgan Securities LLC as Representatives of the

August 12, 2021 424B5

8,250,000 Shares BrightSpire Capital, Inc. Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-234181 Prospectus Supplement (To Prospectus dated October 11, 2019) 8,250,000 Shares BrightSpire Capital, Inc. Class A Common Stock The selling stockholder named in this prospectus supplement is offering 8,250,000 shares of our Class A common stock (?common stock?). We will not receive any proceeds from the sale of our common

August 9, 2021 424B5

Subject to Completion Preliminary Prospectus Supplement dated August 9, 2021

424B5 1 d815567d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-234181 The information in this preliminary prospectus supplement and the accompanying prospectus are not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these secu

August 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 BRIGHTSPIRE CAPITAL, INC. (Exact Name

August 5, 2021 EX-3.1

Articles of Amendment and Restatement of BrightSpire Capital, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q (No. 001-38377) for the quarter ended June 30, 2021 filed on August 5, 2021)

EX-3.1 2 brsp06302021exhibit31.htm EX-3.1 Exhibit 3.1 COLONY CREDIT REAL ESTATE, INC. ARTICLES OF AMENDMENT THIS IS TO CERTIFY THAT: FIRST: The charter of Colony Credit Real Estate, Inc., a Maryland corporation (the “Corporation”), is hereby amended by deleting existing Article II in its entirety and substituting in lieu thereof a new article to read as follows: ARTICLE II NAME The name of the cor

August 4, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of

August 4, 2021 EX-99.1

BrightSpire Capital, Inc. Announces Second Quarter 202 1 Financial Results NEW YORK, August 4, 2021 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quarter ended J

EX-99.1 2 brspq221earningsreleasev.htm EX-99.1 BrightSpire Capital, Inc. Announces Second Quarter 202 1 Financial Results NEW YORK, August 4, 2021 – BrightSpire Capital, Inc. (NYSE: BRSP) (“BrightSpire Capital” or the “Company”) today announced its financial results for the second quarter ended June 30, 2021 and certain updates. The Company reported second quarter 2021 GAAP net loss attributable t

August 4, 2021 EX-99.2

Exhibit 99.2 • • • • • • • • • • • • • • • • • • • ◼ ◼ ◼ ◼ ◼ ◼ • • • •

Exhibit 99.2 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ?

August 4, 2021 EX-99.3

Exhibit 99.3 • • • • • • • • • • dividend growth since Q1’21 since Q2’20 since Q2’20 • • • • • • Total loan requests reviewed: $[X]bn2 • • • • • • • • • • • • • • •

EX-99.3 4 brspinvestorpresentation.htm EX-99.3 Exhibit 99.3 • • • • • • • • • • dividend growth since Q1’21 since Q2’20 since Q2’20 • • • • • • Total loan requests reviewed: $[X]bn2 • • • • • • • • • • • • • • •

July 26, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2021 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of

July 26, 2021 EX-10.1

Indenture, dated as of July 20, 2021, by and among BRSP 2021-FL1, Ltd., as Issuer, BRSP 2021-FL1, LLC, as Co-Issuer, BrightSpire Capital Advancing Agent, LLC (f/k/a CLNC Advancing Agent, LLC), as Advancing Agent, Wilmington Trust, National Association, as Trustee, and Wells Fargo Bank, National Association, as Note Administrator and as Custodian (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on July 26, 2021)

EX-10.1 2 brsp8-k07202021exhibit101.htm EX-10.1 Exhibit 10.1 Dated as of July 20, 2021 BRSP 2021-FL1, LTD., as Issuer BRSP 2021-FL1, LLC, as Co-Issuer BRIGHTSPIRE CAPITAL ADVANCING AGENT, LLC (F/K/A CLNC ADVANCING AGENT, LLC), as Advancing Agent WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee WELLS FARGO BANK, NATIONAL ASSOCIATION, as Note Administrator and WELLS FARGO BANK, NATIONAL ASSOCIATIO

June 24, 2021 EX-3.1

Articles of Amendment to the Articles of Incorporation

EX-3.1 2 brsp8-k06242021exhibit31.htm EX-3.1 Exhibit 3.1 COLONY CREDIT REAL ESTATE, INC. ARTICLES OF AMENDMENT THIS IS TO CERTIFY THAT: FIRST: The charter of Colony Credit Real Estate, Inc., a Maryland corporation (the “Corporation”), is hereby amended by deleting existing Article II in its entirety and substituting in lieu thereof a new article to read as follows: ARTICLE II NAME The name of the

June 24, 2021 EX-10.1

Second Amended and Restated Limited Liability Company Agreement of BrightSpire Capital Operating Company, LLC dated as of June 24, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on June 24, 2021)

Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BRIGHTSPIRE CAPITAL OPERATING COMPANY, LLC a Delaware limited liability company Dated as of June 24, 2021 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOS

June 24, 2021 EX-3.2

Fourth Amended and Restated Bylaws of BrightSpire Capital, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on June 24, 2021)

EX-3.2 3 brsp8-k06242021exhibit32.htm EX-3.2 Exhibit 3.2 BRIGHTSPIRE CAPITAL, INC. FOURTH AMENDED AND RESTATED BYLAWS Adopted as of June 24, 2021 ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of BrightSpire Capital, Inc. (the “Corporation”) in the State of Maryland shall be located at such place as the board of directors of the Corporation (the “Board of Directors”) may desig

June 24, 2021 EX-99.1

BrightSpire Capital, Inc. Completes Name Change from Colony Credit Real Estate, Inc.

EX-99.1 5 brsp8-k06242021exhibit991.htm EX-99.1 Exhibit 99.1 BrightSpire Capital, Inc. Completes Name Change from Colony Credit Real Estate, Inc. NEW YORK, June 24, 2021 – BrightSpire Capital, Inc. (“BrightSpire Capital” or the “Company”) announced today its successful name change from Colony Credit Real Estate, Inc. The Company has also changed its principal place of business and corporate headqu

June 24, 2021 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2021 BrightSpire Capital, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer of

May 6, 2021 EX-10.1

Sixth Omnibus Amendment, dated as of April 20, 2021, by and among MS Loan NT-I, LLC, MS Loan NT-II, LLC, CLNC Credit 1, LLC, CLNC Credit 2, LLC, CLNC Credit 1EU, LLC, CLNC Credit 1UK, LLC, Credit RE Operating Company, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (No.001-38377) filed on May 6, 2021)

EX-10.1 2 clnc03312021exhibit101.htm EX-10.1 Exhibit 10.1 Certain information in this document identified by brackets has been excluded from this Exhibit because it is both not material and is the type that the registrant treats as private and confidential. SIXTH OMNIBUS AMENDMENT THIS SIXTH OMNIBUS AMENDMENT, dated as of April 20, 2021 (this “Amendment”), by and between MS LOAN NT-I, LLC (“NT-I”)

May 6, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 COLONY CREDIT REAL ESTATE, INC. (Exa

May 6, 2021 EX-10.3

Amendment No. 2 to Master Repurchase and Securities Contract, dated as of May 4, 2021, by and between CLNC Credit 8, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (No. 001-38377 filed on May 6, 2021)

EX-10.3 4 clnc03312021exhibit103.htm EX-10.3 Exhibit 10.3 AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT AMENDMENT NO. 2 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of May 4, 2021 (this “Amendment”) by and between CLNC Credit 8, LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capital

May 6, 2021 EX-10.2

Amendment No. 1 to Master Repurchase and Securities Contract, dated as of November 1, 2019, by and between CLNC Credit 8, LLC and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (No.001-38377) filed on May 6, 2021)

EX-10.2 3 clnc03312021exhibit102.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT AMENDMENT NO. 1 TO MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of November 1, 2019 (this “Amendment”) by and between CLNC Credit 8, LLC, a Delaware limited liability company (“Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Ca

May 5, 2021 EX-99.2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plan

EX-99.2 3 d323710dex992.htm EX-99.2 Exhibit 99.2 S U P P L E M E N TA L F I N A N C I A L R E P O R T F I R S T Q U A R T E R 2 0 2 1 MAY 5, 2021 1Exhibit 99.2 S U P P L E M E N TA L F I N A N C I A L R E P O R T F I R S T Q U A R T E R 2 0 2 1 MAY 5, 2021 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the

May 5, 2021 EX-99.3

Cautionary Statement Regarding Forward-looking Statements This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plan

EX-99.3 4 d323710dex993.htm EX-99.3 Exhibit 99.3 INVESTOR PRESENTATION May 5, 2021Exhibit 99.3 INVESTOR PRESENTATION May 5, 2021 Cautionary Statement Regarding Forward-looking Statements This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, ant

May 5, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction of incorporation) (Commis

May 5, 2021 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employer

May 5, 2021 EX-99.1

Colony Credit Real Estate, Inc. Announces First Quarter 2021 Financial Results

EX-99.1 2 d323710dex991.htm EX-99.1 Exhibit 99.1 Colony Credit Real Estate, Inc. Announces First Quarter 2021 Financial Results NEW YORK, May 5, 2021 – Colony Credit Real Estate, Inc. (NYSE: CLNC) (“Colony Credit Real Estate” or the “Company”) today announced its financial results for the first quarter ended March 31, 2021 and certain updates. The Company reported first quarter 2021 GAAP net loss

May 4, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* COLONY CREDIT REAL ESTATE, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* COLONY CREDIT REAL ESTATE, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 19625T 101 (CUSIP Number) Colony Capital, Inc. Attention: Ronald M. Sanders, Esq. 750 Park of Commerce Drive, Suite 210 Boca R

May 3, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2021 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction of incorporation) (Com

May 3, 2021 EX-10.3

Form of Executive Employment Letter (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on May 3, 2021)

EX-10.3 4 d166828dex103.htm EX-10.3 Exhibit 10.3 Executive Form PERSONAL & CONFIDENTIAL VIA ELECTRONIC DELIVERY Dear [NAME]: In connection with the anticipated internalization of the management of Colony Credit Real Estate, Inc., a Maryland corporation (“CLNC”), and Credit RE Operating Company, LLC, a Delaware limited liability company (“CLNC OP”), expected to be completed on April 30, 2021 (the “

May 3, 2021 EX-10.2

Employment Agreement by and between Michael Mazzei and CLNC US, LLC, as amended April 30, 2021 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on May 3, 2021)

EX-10.2 3 d166828dex102.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDED EMPLOYMENT AGREEMENT THIS AMENDED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of April 30, 2021 (the “Effective Date”), is made by and between CLNC US, LLC., a Delaware limited liability company (“CLNC”), and Michael Mazzei (the “Executive”). CLNC, together with its affiliates is hereinafter referred to as the “Compan

May 3, 2021 EX-99.1

Colony Credit Real Estate Announces Completion of Internalization

Exhibit 99.1 Colony Credit Real Estate Announces Completion of Internalization NEW YORK, May 3, 2021 ? Colony Credit Real Estate, Inc. (NYSE: CLNC) (the ?Company?) today announced the completion of the previously announced internalization of the Company?s management and operating functions and termination of the management agreement between the Company and its external manager, CLNC Manager, LLC,

May 3, 2021 EX-10.1

Amended and Restated Stockholders Agreement, dated April 30, 2021, by and between Colony Credit Real Estate, Inc. and Capital Operating Company, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on May 3, 2021)

EX-10.1 2 d166828dex101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT is entered into as of April 30, 2021 (the “Effective Date”), by and between Colony Capital Operating Company, LLC, a Delaware limited liability company (“CCOC”), and Colony Credit Real Estate, Inc., a Maryland corporation (the “Company”, an

April 19, 2021 EX-10.7

Second Amendment to Guaranty, dated as of April 14, 2021, by Credit RE Operating Company, LLC for the benefit of Deutsche Bank AG, Cayman Islands Branch

EX-10.7 8 d179275dex107.htm EX-10.7 Exhibit 10.7 SECOND AMENDMENT TO GUARANTY SECOND AMENDMENT TO GUARANTY, dated as of April 14, 2021 (this “Amendment”), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”). Capitalized terms used but not otherwise defin

April 19, 2021 EX-10.6

Second Amendment to Guaranty, dated as of April 14, 2021, by Credit RE Operating Company, LLC for the benefit of Goldman Sachs Bank USA (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 19, 2021)

EX-10.6 7 d179275dex106.htm EX-10.6 Exhibit 10.6 SECOND AMENDMENT TO GUARANTY This SECOND AMENDMENT TO GUARANTY, dated as of April 14, 2021 (this “Amendment”), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), and GOLDMAN SACHS BANK USA, a New York State member bank (“Purchaser”), and acknowledged and agreed to by CLNC CREDIT 6, LLC, a Delaware li

April 19, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2021 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction of incorporation) (Com

April 19, 2021 EX-10.4

Second Amendment to Master Repurchase Agreement and other Transaction Documents, dated as of April 14, 2021, by and between CLNC Credit 6, LLC, Credit RE Operating Company, LLC and Goldman Sachs Bank USA (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 19, 2021)

EX-10.4 5 d179275dex104.htm EX-10.4 Exhibit 10.4 Certain information in this document identified by brackets has been excluded from this Exhibit because it is both not material and is the type that the registrant treats as private and confidential. SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT AND OTHER TRANSACTION DOCUMENTS This SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT AND OTHER TRANSACT

April 19, 2021 EX-10.3

Second Amendment to Guaranty, dated as of April 14, 2021, by Credit RE Operating Company, LLC for the benefit of Barclays Bank PLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 19, 2021)

EX-10.3 4 d179275dex103.htm EX-10.3 Exhibit 10.3 SECOND AMENDMENT TO GUARANTY SECOND AMENDMENT TO GUARANTY, dated as of April 14, 2021 (this “Amendment”), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (“Purchaser”). Capitalized terms used but not othe

April 19, 2021 EX-10.2

Second Amendment to Guaranty, dated as of April 14, 2021, by Credit RE Operating Company, LLC for the benefit of Citibank, N.A. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 19, 2021)

Exhibit 10.2 SECOND AMENDMENT TO GUARANTY SECOND AMENDMENT TO GUARANTY, dated as of April 14, 2021 (this ?Amendment?), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (?Guarantor?), and CITIBANK, N.A., a national banking association (?Buyer?). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreem

April 19, 2021 EX-10.8

Second Amendment to Guarantee, dated as of April 13, 2021, by Credit RE Operating Company, LLC for the benefit of Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 19, 2021)

Exhibit 10.8 SECOND AMENDMENT TO GUARANTEE AGREEMENT SECOND AMENDMENT TO GUARANTEE AGREEMENT, dated as of April 13, 2021 (this ?Amendment?), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (?Guarantor?), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (?Buyer?). Capitalized terms used but not otherwise defined herein shall have the m

April 19, 2021 EX-10.9

Fifth Omnibus Amendment, dated as of April 14, 2021, by and among MS Loan NT-I, LLC, MS Loan NT-II, LLC, CLNC Credit 1, LLC, CLNC Credit 2, LLC, CLNC Credit 1EU, LLC, CLNC Credit 1UK, LLC, Credit RE Operating Company, LLC and Morgan Stanley Bank, N.A. (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 19, 2021)

EX-10.9 10 d179275dex109.htm EX-10.9 Exhibit 10.9 FIFTH OMNIBUS AMENDMENT OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of April 14, 2021 (this “Amendment”), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (“Guarantor”), and MORGAN STANLEY BANK, N.A., a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall

April 19, 2021 EX-10.1

First Amendment to Amended and Restated Master Repurchase Agreement, dated as of April 14, 2021, by and among NSREIT CB Loan, LLC, CB Loan NT-II, LLC, CLNC Credit 3, LLC, CLNC Credit 4, LLC, CLNC Credit 3EU, LLC, CLNC Credit 3UK, LLC, Credit RE Operating Company, LLC and Citibank, N.A. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 19, 2021)

EX-10.1 2 d179275dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of April 14, 2021 (the “Effective Date”), is made by and among NSREIT CB LOAN, LLC, CB LOAN NT-II, LLC, CLNC CREDIT 3, LLC, CLNC CREDIT 4, LLC, CLNC CREDIT 3EU, LLC and CLNC CREDIT

April 19, 2021 EX-10.5

Reaffirmation of Guarantor, dated as of April 14, 2021, by Credit RE Operating Company, LLC, for the benefit of Goldman Sachs Bank USA (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 19, 2021)

EX-10.5 6 d179275dex105.htm EX-10.5 Exhibit 10.5 REAFFIRMATION OF GUARANTOR This REAFFIRMATION OF GUARANTOR (this “Reaffirmation”) is made as of April 14, 2021, by Credit RE Operating Company, LLC, a Delaware limited liability company (“Guarantor”), in connection with that certain Second Amendment to Master Repurchase Agreement and Other Transaction Documents, dated as of the date hereof (the “Sec

April 7, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2021 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction of incorporation) (Comm

April 7, 2021 EX-10.1

Fourth Amendment dated as of April 5, 2021, among Credit RE Operating Company, LLC, the several lenders from time to time parties thereto and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 7, 2021)

EX-10.1 2 d140936dex101.htm EX-10.1 Exhibit 10.1 Execution Version FOURTH AMENDMENT This Fourth Amendment, dated as of April 5, 2021 (this “Amendment”), to the Credit Agreement dated as of February 1, 2018 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, including by the First Amendment, dated as of November 19, 2018, the Second Amendment, dated as of Dec

April 6, 2021 EX-99.1

Termination Agreement, dated April 4, 2021, by and among Colony Credit Real Estate, Inc., Credit RE Operating Company, LLC, CLNC Manager, LLC, and solely for the purposes of Section 8.15 thereof, Colony Capital Investment Advisors, LLC.

EX-99.1 2 clnysc13da04042021ex991.htm EX-99.1 Exhibit 99.1 Execution Version TERMINATION AGREEMENT by and among COLONY CREDIT REAL ESTATE, INC., CREDIT RE OPERATING COMPANY, LLC, CLNC MANAGER, LLC and SOLELY FOR THE PURPOSES SET FORTH IN SECTION 8.15, Colony Capital INVESTMENT ADVISORS, LLC, dated as of April 4, 2021 Table of Contents Page ARTICLE I. TERMINATION OF MANAGEMENT AGREEMENT; CLOSING 1

April 6, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* COLONY CREDIT REAL ESTATE, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* COLONY CREDIT REAL ESTATE, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 19625T 101 (CUSIP Number) Colony Capital, Inc. Attention: Ronald M. Sanders, Esq. 750 Park of Commerce Drive, Suite 210 Boca R

April 5, 2021 EX-10.1

Termination Agreement, dated April 4, 2021, by and among Colony Credit Real Estate, Inc., Credit RE Operating Company, LLC, CLNC Manager, LLC, and solely for the purposes of Section 8.15 thereof, Colony Capital Investment Advisors, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on April 5, 2021)

Exhibit 10.1 EXECUTION VERSION TERMINATION AGREEMENT by and among COLONY CREDIT REAL ESTATE, INC., CREDIT RE OPERATING COMPANY, LLC, CLNC MANAGER, LLC and SOLELY FOR THE PURPOSES SET FORTH IN SECTION 8.15, COLONY CAPITAL INVESTMENT ADVISORS, LLC, dated as of April 4, 2021 Table of Contents Page ARTICLE I. TERMINATION OF MANAGEMENT AGREEMENT; CLOSING 1 Section 1.01 Termination of the Management Agr

April 5, 2021 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2021 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction of incorporation) (Comm

April 5, 2021 EX-99.1

Colony Credit Real Estate Signs Agreement to Internalize Management Structure Enhances Alignment of Management with Shareholders

EX-99.1 Exhibit 99.1 Colony Credit Real Estate Signs Agreement to Internalize Management Structure Enhances Alignment of Management with Shareholders LOS ANGELES, April 5, 2021 – Colony Credit Real Estate, Inc. (NYSE: CLNC) (the “Company”) today announced that the Company and its external manager, CLNC Manager, LLC, a subsidiary of Colony Capital, Inc. (the “Manager” or “Colony Capital”), have sig

March 24, 2021 DEF 14A

Definitive Proxy Statement

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14

March 4, 2021 SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* COLONY CREDIT REAL ESTATE, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* COLONY CREDIT REAL ESTATE, INC. (Name of Issuer) Class A Common Stock, par value $0.01 per share (Title of Class of Securities) 19625T 101 (CUSIP Number) Colony Capital, Inc. Attention: Ronald M. Sanders, Esq. 750 Park of Commerce Drive, Suite 210 Boca R

March 4, 2021 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Employ

February 25, 2021 EX-21.1

List of Subsidiaries of Colony Credit Real Estate Inc.

Exhibit 21.1 COLONY CREDIT REAL ESTATE, INC. LIST OF SIGNIFICANT SUBSIDIARIES State or Jurisdiction of Subsidiary Name Formation CLNC Waterfront, LLC Delaware ColCredit Oceanside, LLC Delaware Credit RE Operating Company, LLC Delaware Credit RE Holdco, LLC Delaware NorthStar Real Estate Income Trust Operating Partnership, LLC Delaware NorthStar Real Estate Income Operating Partnership II, LLC Dela

February 25, 2021 EX-4.1

Description of Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description sets forth certain material terms and provisions of our Class A common stock, which is our only security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This description also summarizes relevan

February 25, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38377 COLONY

February 25, 2021 EX-10.47

Fourth Omnibus Amendment to Transaction Documents, dated as of February 22, 2021, by and between MS Loan NT-I, LLC, MS Loan NT-II, LLC, CLNC Credit 1, LLC, CLNC Credit 2, LLC, CLNC Credit 1EU, LLC and CLNC Credit 1UK, LLC, Credit RE Operating Company, LLC and Morgan Stanley Bank, N.A (incorporated by reference to Exhibit 10.47 to the Company’s Form 10-K (001-38377) filed on February 25, 2021)

EX-10.47 3 clnc12312020exhibit1047.htm EX-10.47 Exhibit 10.47 FOURTH OMNIBUS AMENDMENT THIS FOURTH OMNIBUS AMENDMENT, dated as of February 22, 2021 (this “Amendment”), by and between MS LOAN NT-I, LLC (“NT-I”), MS LOAN NT-II, LLC (“NT-II”), CLNC CREDIT 1, LLC (“Credit 1”), CLNC CREDIT 2, LLC (“Credit 2”), CLNC CREDIT 1UK, LLC (“Credit 1UK”) and CLNC CREDIT 1EU, LLC (“Credit 1EU”, together with NT-

February 24, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2021 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction of incorporation) (

February 24, 2021 EX-99.3

Cautionary Statement Regarding Forward-looking Statements This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plan

EX-99.3 4 d147380dex993.htm EX-99.3 Exhibit 99.3 INVESTOR PRESENTATION February 24, 2021Exhibit 99.3 INVESTOR PRESENTATION February 24, 2021 Cautionary Statement Regarding Forward-looking Statements This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and str

February 24, 2021 EX-99.2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plan

EX-99.2 3 d147380dex992.htm EX-99.2 Exhibit 99.2 SUPPLEMENTAL FINANCIAL REPORT FOURTH QUARTER 2020 FEBRUARY 24, 2021 1Exhibit 99.2 SUPPLEMENTAL FINANCIAL REPORT FOURTH QUARTER 2020 FEBRUARY 24, 2021 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate

February 24, 2021 EX-99.1

Colony Credit Real Estate, Inc. Announces Fourth Quarter and Full Year 2020 Financial Results

EX-99.1 2 d147380dex991.htm EX-99.1 Exhibit 99.1 Colony Credit Real Estate, Inc. Announces Fourth Quarter and Full Year 2020 Financial Results LOS ANGELES, February 24, 2021 – Colony Credit Real Estate, Inc. (NYSE: CLNC) (“Colony Credit Real Estate” or the “Company”) today announced its financial results for the fourth quarter and full year ended December 31, 2020 and certain updates. The Company

February 10, 2021 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Colony Credit Real Estate Inc. Title of Class of Securities: REIT CUSIP Number: 19625T101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

January 25, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2021 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Emp

January 25, 2021 EX-10.1

First Amendment to Master Repurchase Agreement, dated as of January 22, 2021, by and among Barclays Bank PLC, CLNC Credit 7, LLC and the other sellers from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (No. 001-38377) filed on January 25, 2021)

EX-10.1 2 clnc8-k01222021exhibit101.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated January 22, 2021 (this “Amendment”), by and between Barclays Bank PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, “Purchaser”), and CLNC CREDIT 7, LL

January 5, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2020 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction (Commission (IRS Em

November 9, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 COLONY CREDIT REAL ESTATE, INC. (Exact Name of Reg

November 5, 2020 EX-99.2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plan

EX-99.2 SUPPLEMENTAL FINANCIAL REPORT THIRD QUARTER 2020 NOVEMBER 5, 2020 Exhibit 99.2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expr

November 5, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction of incorporation) (C

November 5, 2020 EX-99.3

Cautionary Statement Regarding Forward-looking Statements This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plan

EX-99.3 4 d34586dex993.htm EX-99.3 INVESTOR PRESENTATION November 5, 2020 Exhibit 99.3 Cautionary Statement Regarding Forward-looking Statements This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expr

November 5, 2020 EX-99.1

Colony Credit Real Estate, Inc. Announces Third Quarter 2020 Financial Results

EX-99.1 Exhibit 99.1 Colony Credit Real Estate, Inc. Announces Third Quarter 2020 Financial Results LOS ANGELES, November 5, 2020 – Colony Credit Real Estate, Inc. (NYSE: CLNC) (“Colony Credit Real Estate” or the “Company”) today announced its financial results for the third quarter ended September 30, 2020 and certain updates. The Company reported third quarter 2020 total Company GAAP net income

August 10, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38377 COLONY CREDIT REAL ESTATE, INC. (Exact Name of Registra

August 6, 2020 EX-99.1

Colony Credit Real Estate, Inc. Announces Second Quarter 2020 Financial Results

EX-99.1 Exhibit 99.1 Colony Credit Real Estate, Inc. Announces Second Quarter 2020 Financial Results LOS ANGELES, August 6, 2020 – Colony Credit Real Estate, Inc. (NYSE: CLNC) (“Colony Credit Real Estate” or the “Company”) today announced its financial results for the second quarter ended June 30, 2020 and certain updates. The Company reported second quarter 2020 total Company GAAP net income (los

August 6, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2020 Colony Credit Real Estate, Inc. (Exact name of registrant as specified in its charter) Maryland 001-38377 38-4046290 (State or other jurisdiction of incorporation) (Com

August 6, 2020 EX-99.2

Company highlights

EX-99.2 Supplemental Financial Report Second Quarter 2020 August 6, 2020 Exhibit 99.2 Cautionary Statement Regarding Forward-Looking Statements This presentation may contain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expre

June 19, 2020 EX-10.1

First Amendment to Master Repurchase Agreement, dated as of June 16, 2020, by and between CLNC Credit 6, LLC and Goldman Sachs Bank USA (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (No. 001-38377) filed on June 19, 2020)

EX-10.1 2 clnc8-k06162020ex101.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT This FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as of June 16, 2020 (this “Amendment”), is entered into by and between CLNC CREDIT 6, LLC, a Delaware limited liability company (“Seller”), and GOLDMAN SACHS BANK USA, a New York State member bank (including any suc

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