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 1, 2023

Blackstone Mortgage Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	1-14788	94-6181186
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

345 Park Avenue, 24^th Floor

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

Not Applicable

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.01 per share	BXMT	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignation

On February 1, 2023, Martin L. Edelman gave notice of his resignation to the Board of Directors (the “Board of Directors”) of Blackstone Mortgage Trust, Inc. (the “Company”) effective immediately prior to the appointment of his replacement. The Board of Directors thanked Mr. Edelman for 26 years of dedicated service to the Company and its predecessor business through a period of tremendous growth.

Mr. Edelman’s notice to resign is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Director Appointment

On February 1, 2023, the Board of Directors elected Gilda Perez-Alvarado to fill the vacancy created by Mr. Edelman’s resignation. Ms. Perez-Alvarado, 42, is the Global Chief Executive Officer of JLL Hotels & Hospitality (a division of JLL), where she is responsible for investment sales, debt and equity placement, strategic advisory and asset management across three global regions: Americas, EMEA and Asia Pacific. Additionally, Gilda leads the group’s Global Hotel Desk, a specialized team of cross-border investment sales professionals based in the Middle East, Asia Pacific, the Americas and Europe. From September 2018 until January 2021, Ms. Perez-Alvarado served as CEO, Hotels & Hospitality, Americas and prior to that was a Managing Director at JLL. She also has served on the Board of Directors of Sonder (NASDAQ: SOND) since September 2021 and is a member of its nominating, corporate governance, and social responsibility committee. Ms. Perez-Alvarado is also a member of the Board of Trustees of Cornell University since June 2022, and is an active member of IREFAC (Industry Real Estate Financing Advisory Council), a member of Cornell School of Hotel Administration Dean’s Advisory Board, a member of WX New York Women Executives in Real Estate, and a member of the World Travel and Tourism Council. She is a graduate of the Cornell School of Hotel Administration, where she graduated with Honors and served as Degree Marshall for her graduating class, and received her Masters in Business Administration degree from Instituto de Empresa (IE Business School) in Madrid, Spain. The Company believes Ms. Perez-Alvarado’s extensive professional experience in the hotel and hospitality industry, including internationally, provides the Board of Directors with valuable perspectives into the Company’s business.

The selection of Ms. Perez-Alvarado to serve as a director of the Company was not pursuant to any arrangement or understanding with any other person. There are no family relationships between Ms. Perez-Alvarado and any director or executive officer of the Company and there are no transactions between Ms. Perez-Alvarado and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

For her service as a director, Ms. Perez-Alvarado will be entitled to receive the compensation for non-employee directors described under the heading “Executive Compensation—Non-Employee Director Compensation” in the Company’s definitive proxy statement on Schedule 14A relating to the Company’s 2022 annual meeting of stockholders filed with the Securities and Exchange Commission on April 29, 2022, which description is incorporated herein by reference, as amended or supplemented by the Board of Directors.

Item 7.01 Regulation FD Disclosure.

On February 1, 2023, the Company issued a press release announcing the election of Ms. Perez-Alvarado to serve as a director. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit     No.	Description
99.1	Press Release of Blackstone Mortgage Trust, Inc. dated February 1, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BLACKSTONE MORTGAGE TRUST, INC.
Date: February 1, 2023
	By:	/s/ Leon Volchyok
	Name:	Leon Volchyok
	Title:	Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

Gilda Perez-Alvarado Appointed to the Board of Directors of Blackstone Mortgage Trust

Martin L. Edelman Steps Down Following Years of Dedicated Service

February 1, 2023

NEW YORK – Blackstone Mortgage Trust, Inc. (NYSE: BXMT) announced today that global hospitality expert Gilda Perez-Alvarado has been appointed to its Board of Directors. BXMT also announced that Martin L. Edelman will leave the Board after years of dedicated service to BXMT since its inception. Both changes to the Board are effective today.

Ms. Perez-Alvarado is the Global Chief Executive Officer of JLL Hotels & Hospitality Group. She brings broad expertise in global investment and capital markets as well as business operations to the BXMT Board. Over her 18 years at JLL Hotels & Hospitality, Ms. Perez-Alvarado has overseen activities in investment sales, debt and equity placement, strategic advisory and asset management in the United States, Europe, the Middle East, and Asia, and she currently runs the Group’s cross-border investment sales team. Prior to joining JLL, she worked in the Hospitality and Leisure advisory practice at PricewaterhouseCoopers.

Michael B. Nash, Executive Chairman of the Board of BXMT, said: “Gilda’s deep understanding of global real estate coupled with her broad expertise across the hospitality sector will be invaluable additions to BXMT. She is a driven, innovative thinker, and we are thrilled to welcome her to our Board of Directors.”

Ms. Perez-Alvarado said: “I am honored to be joining the Board of Blackstone Mortgage Trust, and I look forward to working alongside the other deeply experienced Board members and best-in-class management team to continue delivering strong results for our investors.”

Mr. Nash added: “The Board expresses their deep gratitude for Marty’s countless contributions to Blackstone Mortgage Trust and his tireless commitment to the company’s shareholders over the years. He has made a profound impact, successfully guiding the company through its evolution over multiple market cycles. We are very thankful for his stewardship and wish him all the best.”

Ms. Perez-Alvarado also serves as a member of the Board of Directors of Sonder, the Board of Trustees of Cornell University, IREFAC, and the Cornell School of Hotel Administration Dean’s Advisory Board.

Ms. Perez-Alvarado received a Bachelor of Science from the Cornell School of Hotel Administration, where she graduated with Honors. She received her Master’s in Business Administration from Instituto de Empresa (IE Business School) in Madrid.

About Blackstone Mortgage Trust

Blackstone Mortgage Trust (NYSE:BXMT) is a real estate finance company that originates senior loans collateralized by commercial real estate in North America, Europe, and Australia. Our investment objective is to preserve and protect shareholder capital while producing attractive risk-adjusted returns primarily through dividends generated from current income from our loan portfolio. Our portfolio is composed primarily of loans secured by high-quality, institutional assets in major markets, sponsored by experienced, well-capitalized real estate investment owners and operators. These senior loans are capitalized by accessing a variety of financing options, depending on our view of the most prudent strategy available for each of our investments. We are externally managed by BXMT Advisors L.L.C., a subsidiary of Blackstone. Further information is available at www.bxmt.com.

Contacts

Blackstone

+1 (212) 583-5263

PressInquiries@Blackstone.com

XML

Document and Entity Information	Feb. 01, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001061630
Document Type	8-K
Document Period End Date	Feb. 01, 2023
Entity Registrant Name	Blackstone Mortgage Trust, Inc.
Entity Incorporation State Country Code	MD
Entity File Number	1-14788
Entity Tax Identification Number	94-6181186
Entity Address, Address Line One	345 Park Avenue
Entity Address, Address Line Two	24th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10154
City Area Code	(212)
Local Phone Number	655-0220
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A common stock, par value $0.01 per share
Trading Symbol	BXMT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false