▸ Any of the above may subject us to liabilities in excess of those contemplated and adversely affect the value of our joint venture investments.· · · · ● 1 ▸ Changes in laws or regulations governing our operations, changes in the interpretation thereof or newly enacted laws or regulations and any failure by us to comply with these laws or regulations, could require changes to certain of our· · · · ● 1 ▸ In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our class A common stock. Additional· · · · ● 1 ▸ Insurance on properties underlying or securing our investments may not cover all losses.· · · · ● 1 ▸ Our due diligence process for investment opportunities may not reveal all relevant information.· · · · ● 1 ▸ Our investments in net leased commercial properties expose us to risks.· · · · ● 1 ▸ Prospective investors should consult their own tax advisors regarding changes in tax laws.· · · · ● 1 ▸ The loss of, or changes in, our relationships with MTRCC, or of MTRCC’s relationships with Freddie Mae or Freddie Mac, could adversely affect us.· · · · ● 1 ▸ The presence of hazardous substances on and/or material environmental liabilities attached to any property we own may adversely affect our ability to sell the property and we may incur substantial remediation costs.· · · · ● 1 ▸ We have entered into a trademark license agreement with an affiliate of Blackstone pursuant to which it has granted us a fully paid-up, royalty-free, non-exclusive, non-transferable license to use the names “Blackstone Mortgage Trust, Inc.” and· · · · ● 1 ▸ We may make investments related to data centers which exposes us to related risks.· · · · ● 1 ▸ As an owner of real estate, we are subject to the risks inherent in the ownership and operation of real estate and the construction and development of real estate.· · · ● ● 2 rw ▸ CECL reserves are difficult to estimate.· · · ● ● 2 ▸ Financial or operating difficulties of our borrowers may result in our being subject to bankruptcy proceedings.· · · ● ● 2 ▸ Increases in our CECL reserves have had and could continue to have an adverse effect on our business, financial condition and results of operations.· · · ● ● 2 ▸ Real estate valuation is inherently subjective and uncertain, and is subject to change, especially during periods of volatility.· · · ● ● 2 ▸ Some physical risk is inherent in all properties, particularly in properties in certain locations and in light of the unknown potential for extreme weather or other events that could occur related to climate change.· · · ● ● 2 rw ▸ The market price of our class A common stock has been, and may continue to be, volatile and may decline.· · · ● ● 2 ▸ The success of our investment strategy depends, in part, on our ability to successfully effectuate loan modifications and/or restructurings.· · · ● ● 2 ▸ We are subject to evolving sustainability disclosure standards and expectations that expose us to numerous risks.· · · ● ● 2 rw ▸ If any of the foregoing risks were to materialize, they could adversely affect our results of operations and financial condition and our ability to pay dividends to our stockholders.· · ● ● ● 3 rw ▸ Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners.· · ● ● ● 3 ▸ The timing of loan repayment is difficult to predict and may adversely affect our financial performance and cash flows.· · ● ● ● 3 ▸ B-Notes, mezzanine loans, and other investments (such as preferred equity) that are subordinated or otherwise junior in the capital structure and that involve privately negotiated structures will expose us to greater risk of loss.· ● ● ● ● 4 rw ▸ Investments in non-conforming and non-investment grade rated loans or securities involve increased risk of loss.· ● ● ● ● 4 ▸ Liquidation of assets may jeopardize our REIT qualification or create additional tax liability for us.· ● ● ● ● 4 ▸ group Risks Related to Our Class A Common Stock· ● ● ● ● 4 ▸ Risks associated with climate change may adversely affect our business and financial results and damage our reputation.· ● ● ● ● 4 rw ▸ We have utilized and may continue to utilize in the future non-recourse securitizations to finance our loans and investments, which may expose us to risks that could result in losses.· ● ● ● ● 4 ▸ To the extent that our assets are concentrated in any one region, sponsor or type of asset, economic and business downturns· · · ● · 1 ▸ Various laws and regulations currently exist that restrict the investment activities of banks and certain other financial institutions but do not apply to us, which we believe creates opportunities for us to participate in certain investments that· · · ● · 1 ▸ Blackstone has long-term relationships with a significant number of corporations and their senior management. In determining whether to invest in a particular transaction on our behalf, our Manager may consider those· · ● · · 1 ▸ In July 2010, the Dodd-Frank Act was signed into law, which imposes significant investment restrictions and capital requirements on banking entities and other organizations that are significant to U.S. financial stability. For instance, the so-· · ● · · 1 ▸ Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and governance matters, that could expose us to numerous risks.· · ● · · 1 ▸ Our investments in certain debt instruments may cause us to recognize “phantom income” for U.S. federal income tax purposes even though no cash payments have been received on the debt instruments, and certain modifications of such· · ● · · 1 ▸ The long-term macroeconomic effects of the COVID-19 pandemic and any future pandemic or epidemic could have an adverse impact on our financial performance and results of operations.· · ● ● · 2 ▸ Maryland Takeover Statutes. Certain provisions of the Maryland General Corporation Law may have the effect of inhibiting a third party from making a proposal to acquire us or of impeding a change in our control under circumstances· ● · · · 1 ▸ Prepayment rates may adversely affect our financial performance and cash flows and the value of certain of our investments.· ● · · · 1 ▸ group Risks Related to the Ongoing COVID-19 Pandemic· ● · · · 1 ▸ Subject to maintaining our qualification as a REIT, we may pursue various hedging strategies to seek to reduce our exposure to adverse changes in interest rates and fluctuations in currencies. Our hedging activity may vary in scope based· ● · · · 1 ▸ The current regulatory environment may be impacted by future legislative developments, such as amendments to key provisions of the Dodd-Frank Act, including provisions setting forth capital and risk retention requirements.· ● ● ● · 3 ▸ The ongoing COVID-19 pandemic could have an adverse impact on our financial performance and results of operations.· ● · · · 1 ▸ The ongoing fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, presents material uncertainty and risk with respect to us and the performance of our· ● · · · 1 ▸ Any credit ratings assigned to our investments or to us will be subject to ongoing evaluations and revisions and we cannot assure you that those ratings will not be downgraded.● ● ● · · 3 rw ▸ Any domestic TRS we own will pay federal, state and local income tax on its taxable income, and its● · · · · 1 ▸ Any warehouse facilities that we may obtain in the future may limit our ability to originate or acquire assets, and we may incur losses if the collateral is liquidated.● ● · · · 2 ▸ Businesses are also implementing similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of● · · · · 1 ▸ Concerns regarding the stability of the sovereign debt of certain European countries and other geopolitical issues and market perceptions concerning the instability of the Euro, the potential● · · · · 1 ▸ Currently, the maximum tax rate applicable to qualified dividend income payable to certain● · · · · 1 ▸ Even if we qualify and maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state, local and foreign taxes. For example, net income from the sale of properties that are “dealer” properties sold by a● · · ● · 2 rw ▸ If the market value or income potential of real estate-related investments declines, we may need to increase our real estate investments and income and/or liquidate our● · · · · 1 ▸ In the event that we invest in commodity interests, absent relief, our Manager would be required to register as a CPO. Our Manager is exempt from registration as a CPO with the CFTC pursuant to certain● · · · · 1 ▸ Insurance on loans and real estate securities collateral may not cover all losses.● ● ● ● · 4 ▸ group Issuance of Stock Without Stockholder Approval● · · · · 1 ▸ LIBOR). These floating rate loans are insulated from changes in value specifically due to changes in interest rates; however, the coupons they earn fluctuate based upon interest rates (again, typically● · · · · 1 ▸ Liquidation of assets may jeopardize our REIT qualification.● · · · · 1 ▸ Operational risks, including the risk of cyberattacks, may disrupt our businesses, result in losses or limit our growth.● ● ● · · 3 ▸ Our Manager’s fee structure may not create proper incentives or may induce our Manager and its affiliates to make certain loans or investments, including speculative investments, which increase the risk of our loan and investment portfolio.● ● ● ● · 4 ▸ Our assets include loans with either floating interest rates or fixed interest rates. Floating rate loans earn interest at rates that adjust from time to time (typically monthly) based upon an index (typically● · · · · 1 ▸ Our taxable income may substantially exceed our net income as determined under GAAP, and differences in timing between the recognition of taxable income and the actual receipt of cash may occur. For example, we may● · · · · 1 ▸ Prepayment rates may adversely affect our financial performance and the value of certain of our assets and are difficult to predict.● · · · · 1 ▸ Provisions for loan losses are difficult to estimate.● ● ● · · 3 ▸ Real estate valuation is inherently subjective and uncertain.● ● ● · · 3 ▸ Termination of the Management Agreement without cause would be difficult and costly. Our independent directors review our Manager’s performance annually and the Management Agreement may be terminated each year upon the affirmative vote of at least● · · · · 1 ▸ group The CECL reserve required under ASU● · · · · 1 ▸ The U.K.’s exit from the E.U. could adversely affect us.● ● · · · 2 ▸ group The United States and other countries have reacted to the● · · · · 1 ▸ The capital and credit markets have on occasion experienced periods of extreme volatility and disruption. During the year ended December 31, 2020 and following the outbreak of the● · · · · 1 ▸ The illiquidity of certain of our assets may make it difficult for us to sell such investments if needed. Certain assets such as mortgages,● · · · · 1 ▸ The issuance of additional shares of our class A common stock, including in connection with the conversion of our outstanding 4.375% Convertible Senior Notes due 2022 and/or our outstanding 4.75% Convertible Senior● · · · · 1 ▸ The long-term effects of Brexit are expected to depend on, among other things, any agreements the U.K. makes to retain access to E.U. markets following the● · · · · 1 ▸ The market price of our class A common stock has recently fluctuated significantly and may continue to do so.● ● ● · · 3 ▸ Under current law, for taxable years before January 1, 2026, REIT dividends (other than capital gain dividends and qualified dividends) received by● · · · · 1 ▸ group We have utilized and may utilize in the future,● · · · · 1 ▸ We may fail to qualify for, or choose not to elect, hedge accounting treatment.● ● · · · 2 ▸ We may need to periodically access the capital markets to, among other things, raise cash to fund new loans and investments. Unfavorable economic conditions, such as those caused by the● · · · · 1 ▸ group We may originate or acquire● · · · · 1 ▸ A prolonged economic slowdown, a lengthy or severe recession, severe public health events or declining real estate values could impair our investments and harm our operations.● ● ● ● ● 5 rw ▸ Any distressed loans or investments we make, or loans and investments that later become distressed, may subject us to losses and other risks.● ● ● ● ● 5 rw ▸ As an alternative to an exemption from registration, our Manager may register as a CPO with the CFTC and avail itself of certain disclosure, reporting and record-keeping relief under CFTC Rule 4.7.● ● ● ● ● 5 ▸ Commercial real estate-related investments that are secured, directly or indirectly, by real property are subject to delinquency, foreclosure and loss, which have resulted and in the future could result in losses to us.● ● ● ● ● 5 rw ▸ Complying with REIT requirements may cause us to forego otherwise attractive opportunities and limit our expansion opportunities.● ● ● ● ● 5 ▸ Complying with REIT requirements may force us to borrow to pay dividends to stockholders.● ● ● ● ● 5 rw ▸ Complying with REIT requirements may force us to liquidate or restructure otherwise attractive investments.● ● ● ● ● 5 ▸ Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.● ● ● ● ● 5 ▸ Difficulty in redeploying the proceeds from repayments of our existing loans and investments may cause our financial performance and returns to investors to suffer.● ● ● ● ● 5 ▸ Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.● ● ● ● ● 5 ▸ Future issuances of equity or debt securities, which may include securities that would rank senior to our class A common stock, may adversely affect the market price of the shares of our class A common stock.● ● ● ● ● 5 ▸ Hedging against interest rate or currency exposure may adversely affect our earnings, which could reduce our cash available for distribution to our stockholders.● ● ● ● ● 5 rw ▸ If we are unable to successfully integrate new assets or businesses and manage our growth, our results of operations and financial condition may suffer.● ● ● ● ● 5 ▸ In certain circumstances we may incur tax liabilities that would reduce our cash available for distribution to our stockholders.● ● ● ● ● 5 rw ▸ Inability to access funding could have a material adverse effect on our results of operations, financial condition and business.● ● ● ● ● 5 ▸ Interest rate fluctuations could increase our financing costs, which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments.● ● ● ● ● 5 ▸ Investing in our class A common stock may involve a high degree of risk.● ● ● ● ● 5 ▸ Loans on properties in transition may involve a greater risk of loss than conventional mortgage loans.● ● ● ● ● 5 rw ▸ Our charter contains provisions that are designed to reduce or eliminate duties of Blackstone and our directors with respect to corporate opportunities and competitive activities.● ● ● ● ● 5 ▸ Our investment strategy or guidelines, asset allocation and financing strategy may be changed without stockholder consent.● ● ● ● ● 5 ▸ Our loans and investments expose us to risks associated with debt-oriented real estate investments generally.● ● ● ● ● 5 ▸ Our loans and investments may be concentrated in terms of geography, asset types, and sponsors, which could subject us to increased risk of loss.● ● ● ● ● 5 rw ▸ Our loans and investments may be subject to fluctuations in interest rates that may not be adequately protected, or protected at all, by our hedging strategies.● ● ● ● ● 5 ▸ Our master repurchase agreements, credit facilities, or other financing that we may use in the future to finance our assets currently require, or in the future may require, us to provide additional collateral or pay down debt.● ● ● ● ● 5 rw ▸ Our ownership of and relationship with any TRS will be restricted, and a failure to comply with the restrictions would jeopardize our REIT status and may result in the application of a 100% excise tax.● ● ● ● ● 5 ▸ Our secured debt agreements impose, and additional lending facilities may impose, restrictive covenants, which may restrict our flexibility to determine our operating policies and investment strategy.● ● ● ● ● 5 ▸ Our significant amount of debt may subject us to increased risk of loss and could adversely affect our results of operations and financial condition.● ● ● ● ● 5 ▸ Our success depends on the availability of attractive investments and our ability to identify, structure, consummate, leverage, manage and realize returns on our investments.● ● ● ● ● 5 rw ▸ Our use of leverage may create a mismatch with the duration and interest rate of the investments that we are financing.● ● ● ● ● 5 ▸ Rapid changes in the values of our other real estate-related investments may make it more difficult for us to maintain our qualification as a REIT or exclusion from regulation under the Investment Company Act.● ● ● ● ● 5 ▸ group Risks Related to Our Company● ● ● ● ● 5 ▸ group Risks Related to Our Financing and Hedging● ● ● ● ● 5 ▸ group Risks Related to Our Lending and Investment Activities● ● ● ● ● 5 ▸ group Risks Related to Our Relationship with Our Manager and its Affiliates● ● ● ● ● 5 ▸ group Risks Related to our REIT Status and Certain Other Tax Items● ● ● ● ● 5 ▸ Risks of cost overruns and noncompletion of renovations of properties in transition may result in significant losses.● ● ● ● ● 5 ▸ Some of our investments may be recorded at fair value and, as a result, there will be uncertainty as to the value of these investments.● ● ● ● ● 5 rw ▸ Some provisions of our charter and bylaws and Maryland law may deter takeover attempts, which may limit the opportunity of our stockholders to sell their shares at a favorable price.● ● ● ● ● 5 ▸ State and foreign licensing requirements will cause us to incur expenses and our failure to be properly licensed may have a material adverse effect on us and our operations.● ● ● ● ● 5 ▸ Termination of our Management Agreement would be costly.● ● ● ● ● 5 rw ▸ The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.● ● ● ● ● 5 ▸ The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to qualify as a REIT.● ● ● ● ● 5 ▸ The illiquidity of certain assets we invest in may adversely affect our business.● ● ● ● ● 5 rw ▸ The impact of any future terrorist attacks and the availability of affordable terrorism insurance expose us to certain risks.● ● ● ● ● 5 ▸ The personnel of our Manager, as our external manager, are not required to dedicate a specific portion of their time to the management of our business.● ● ● ● ● 5 ▸ The properties related to our investments may be subject to unknown liabilities, including environmental liabilities, that could affect the value of these properties and as a result, our investments.● ● ● ● ● 5 rw ▸ The “taxable mortgage pool” rules may increase the taxes that we or our stockholders may incur, and may limit the manner in which we effect future securitizations.● ● ● ● ● 5 ▸ There are increased risks involved with our construction lending activities.● ● ● ● ● 5 ▸ There can be no assurance that a leveraging strategy will be successful, and such strategy may subject us to increased risk of loss, harm our liquidity and could adversely affect our results of operations and financial condition.● ● ● ● ● 5 rw ▸ Transactions denominated in foreign currencies subject us to heightened risks, including foreign currency risks and regulatory risks.● ● ● ● ● 5 rw ▸ We are largely dependent on external sources of capital to finance our growth.● ● ● ● ● 5 ▸ We are subject to counterparty risk associated with our debt obligations.● ● ● ● ● 5 ▸ We are subject to counterparty risk associated with our hedging activities.● ● ● ● ● 5 ▸ We depend on our Manager and its affiliates to develop appropriate systems and procedures to control operational risk.● ● ● ● ● 5 rw ▸ We have in the past and may in the future foreclose on certain of the loans we originate or acquire, which could result in losses that negatively impact our results of operations and financial condition.● ● ● ● ● 5 rw ▸ We have not established a minimum distribution payment level and we cannot assure stockholders of our ability to pay dividends in the future.● ● ● ● ● 5 rw ▸ We invest in derivative instruments, which would subject us to increased risk of loss.● ● ● ● ● 5 rw ▸ We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our class A common stock.● ● ● ● ● 5 ▸ We may be subject to lender liability claims, and if we are held liable under such claims, we could be subject to losses.● ● ● ● ● 5 ▸ We may be subject to losses arising from current and future guarantees of debt and contingent obligations of our subsidiaries, joint ventures or co-investments.● ● ● ● ● 5 rw ▸ We may choose to make distributions in our own stock, in which case stockholders may be required to pay income taxes without receiving any cash distributions.● ● ● ● ● 5 rw ▸ We may enter into hedging transactions that could expose us to contingent liabilities in the future.● ● ● ● ● 5 ▸ We must manage our portfolio so that we do not become an investment company that is subject to regulation under the Investment Company Act.● ● ● ● ● 5 
