Equity

3 Months Ended

Mar. 31, 2022

Equity [Abstract]

Equity

EQUITY

Stock and Stock Equivalents

Authorized Capital

As of March 31, 2022, we had the authority to issue up to 500,000,000 shares of stock, consisting of 400,000,000 shares of class A common stock and 100,000,000 shares of preferred stock. Subject to applicable NYSE listing requirements, our board of directors is authorized to cause us to issue additional shares of authorized stock without stockholder approval. In addition, to the extent not issued, currently authorized stock may be reclassified between class A common stock and preferred stock. We did not have any shares of preferred stock issued and outstanding as of March 31, 2022 and December 31, 2021.

Class A Common Stock and Deferred Stock Units

Holders of shares of our class A common stock are entitled to vote on all matters submitted to a vote of stockholders and are entitled to receive dividends authorized by our board of directors and declared by us, in all cases subject to the rights of the holders of shares of outstanding preferred stock, if any.

The following table details our issuance of class A common stock during the three months ended March 31, 2022 ($ in thousands, except share and per share data):

	Class A Common Stock Offerings
	March 31, 2022
Shares issued(1)	1,675,000
Gross / net issue price per share(2)	$31.55 / $31.23
Net proceeds(3)	$	52,155

(1)Issuance represents shares issued under our at-the-market program.

(2)Represents the gross price per share issued, as well as the net proceeds per share after underwriting or sales discounts and commissions.

(3)Net proceeds represent proceeds received from the underwriters less applicable transaction costs.

We also issue restricted class A common stock under our stock-based incentive plans. Refer to Note 16 for additional discussion of these long-term incentive plans. In addition to our class A common stock, we also issue deferred stock units to certain members of our board of directors in lieu of cash compensation for services rendered. These deferred stock units are non-voting, but carry the right to receive dividends in the form of additional deferred stock units in an amount equivalent to the cash dividends paid to holders of shares of class A common stock.

The following table details the movement in our outstanding shares of class A common stock, including restricted class A common stock and deferred stock units:

	Three Months Ended March 31,
Common Stock Outstanding(1)	2022	2021
Beginning balance	168,543,370	147,086,722
Issuance of class A common stock(2)	1,675,639	515
Issuance of restricted class A common stock, net(3)	427,634	250,536
Issuance of deferred stock units	7,063	11,437
Ending balance	170,653,706	147,349,210

(1)Includes 370,635 and 318,128 deferred stock units held by members of our board of directors as of March 31, 2022 and 2021, respectively.

(2)Includes 639 and 515 shares issued under our dividend reinvestment program during the three months ended March 31, 2022 and 2021, respectively.

(3)Net of 13,273 shares of restricted class A common stock forfeited under our stock-based incentive plans during the three months ended March 31, 2021. No shares of restricted class A common stock were forfeited under our stock-based incentive plan during the three months ended March 31, 2022. See Note 16 for further discussion of our stock-based incentive plans.

Dividend Reinvestment and Direct Stock Purchase Plan

On March 25, 2014, we adopted a dividend reinvestment and direct stock purchase plan, under which we registered and reserved for issuance, in the aggregate, 10,000,000 shares of class A common stock. Under the dividend reinvestment component of this plan, our class A common stockholders can designate all or a portion of their cash dividends to be reinvested in additional shares of class A common stock. The direct stock purchase component allows stockholders and new investors, subject to our approval, to purchase shares of class A common stock directly from us. During the three months ended March 31, 2022 and 2021, we issued 639 shares and 515 shares, respectively, of class A common stock under the dividend reinvestment component of the plan. As of March 31, 2022, a total of 9,989,151 shares of class A common stock remained available for issuance under the dividend reinvestment and direct stock purchase plan.

At the Market Stock Offering Program

On November 14, 2018, we entered into six equity distribution agreements, or ATM Agreements, pursuant to which we may sell, from time to time, up to an aggregate sales price of $500.0 million of our class A common stock. On July 26, 2019, we amended our existing ATM Agreements and entered into one additional ATM Agreement. Sales of class A

common stock made pursuant to our ATM Agreements may be made in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended. Actual sales depend on a variety of factors including market conditions, the trading price of our class A common stock, our capital needs, and our determination of the appropriate sources of funding to meet such needs. During the three months March 31, 2022, we issued and sold 1,675,000 shares of class A common stock under ATM Agreements, generating net proceeds totaling $52.2 million. During the three months ended March 31, 2021, we did not issue any shares of our class A common stock under ATM Agreements. As of March 31, 2022, sales of our class A common stock with an aggregate sales price of $300.9 million remained available for issuance under our ATM Agreements.

Dividends

We generally intend to distribute substantially all of our taxable income, which does not necessarily equal net income as calculated in accordance with GAAP, to our stockholders each year to comply with the REIT provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Our dividend policy remains subject to revision at the discretion of our board of directors. All distributions will be made at the discretion of our board of directors and will depend upon our taxable income, our financial condition, our maintenance of REIT status, applicable law, and other factors as our board of directors deems relevant.

On March 15, 2022, we declared a dividend of $0.62 per share, or $105.6 million in aggregate, that was paid on April 14, 2022 to stockholders of record as of March 31, 2022.

The following table details our dividend activity ($ in thousands, except per share data):

	Three Months Ended March 31,
	2022		2021
Dividends declared per share of common stock	$	0.62	$	0.62
Class A common stock dividends declared	$	105,576	$	91,159
Deferred stock unit dividends declared	225		190
Total dividends declared	$	105,801	$	91,349

Earnings Per Share

We calculate our basic and diluted earnings per share using the two-class method for all periods presented as the unvested shares of our restricted class A common stock qualify as participating securities, as defined by GAAP. These restricted shares have the same rights as our other shares of class A common stock, including participating in any dividends, and therefore have been included in our basic and diluted net income per share calculation. The shares issuable under our Convertible Notes, other than the May 2017 convertible notes, are included in dilutive earnings per share using the if-converted method.

The following table sets forth the calculation of basic and diluted net income per share of class A common stock based on the weighted-average of both restricted and unrestricted class A common stock outstanding ($ in thousands, except per share data):

	Three Months Ended March 31,
	2022		2021
Basic Earnings:
Net income(1)	$	99,687	$	79,902
Weighted-average shares outstanding, basic	169,254,059		147,336,936
Per share amount, basic	$	0.59	$	0.54
Diluted Earnings:
Net income(1)	$	99,687	$	79,902
Add back: Interest expense on Convertible Notes, net(2)(3)	2,400		—
Diluted earnings	$	102,087	$	79,902
Weighted-average shares outstanding, basic	169,254,059		147,336,936
Effect of dilutive securities - Convertible Notes(3)(4)	6,348,846		—
Weighted-average common shares outstanding, diluted	175,602,905		147,336,936
Per share amount, diluted	$	0.58	$	0.54

(1)Represents net income attributable to Blackstone Mortgage Trust.

(2)Represents the interest expense on our convertible notes, net of incentive fees.

(3)For the three months ended March 31, 2021, prior to the adoption of ASU 2020-06, our convertible notes were not assessed for dilution as we had the intent and ability to settle the convertible notes in cash. Refer to Note 2 and Note 11 for further discussion of ASU 2020-06 and our convertible notes, respectively.

(4)For the three months ended March 31, 2022, represents 8.3 million and 6.1 million of weighted-average shares, using the if-converted method, related to our March 2022 and March 2018 Convertible Notes, respectively. Our May 2017 convertible notes are in the final conversion period, as defined in the supplemental indenture, and we have elected to settle the notes in cash. Therefore, the May 2017 convertible notes do not have any impact on our diluted earnings per share.

Other Balance Sheet Items

Accumulated Other Comprehensive Income

As of March 31, 2022, total accumulated other comprehensive income was $8.6 million, primarily representing $131.9 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $123.3 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies. As of December 31, 2021, total accumulated other comprehensive income was $8.3 million, primarily representing $86.4 million of net realized and unrealized gains related to changes in the fair value of derivative instruments offset by $78.1 million of cumulative unrealized currency translation adjustments on assets and liabilities denominated in foreign currencies.

Non-Controlling Interests

The non-controlling interests included on our consolidated balance sheets represent the equity interests in our Multifamily Joint Venture that are not owned by us. A portion of our Multifamily Joint Venture’s consolidated equity and results of operations are allocated to these non-controlling interests based on their pro rata ownership of our Multifamily Joint Venture. As of March 31, 2022, our Multifamily Joint Venture’s total equity was $179.3 million, of which $152.4 million was owned by us, and $26.9 million was allocated to non-controlling interests. As of December 31, 2021, our Multifamily Joint Venture’s total equity was $203.5 million, of which $173.0 million was owned by us, and $30.5 million was allocated to non-controlling interests.