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 18, 2021

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, 24th Floor

New York, New York10154

(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 8.01

Other Events.

On November 23, 2021, Blackstone Mortgage Trust, Inc. (the "Company") completed an underwritten public offering of 10,000,000 shares (the "Shares") of its class A common stock, par value $0.01 per share, at a price to the underwriters of $31.45 per share pursuant to an underwriting agreement, dated November 18, 2021 (the "Underwriting Agreement"), among the Company, BXMT Advisors L.L.C. and Citigroup Global Markets Inc., BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC. In connection with the offering, the Company also granted the underwriters a 30-dayoption to purchase up to an additional 1,500,000 shares of its class A common stock. The Underwriting Agreement is filed herewith as Exhibit 1.1.

Aggregate net proceeds to the Company, after deducting estimated offering expenses, were approximately $314.2 million. The Shares were sold pursuant to the Company's effective shelf registration statement on Form S-3ASR(File No. 333-232852)filed on July 26, 2019 and the related prospectus dated July 26, 2019, as supplemented by a prospectus supplement dated November 18, 2021.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

1.1		Underwriting Agreement, dated November 18, 2021, among the Company, BXMT Advisors L.L.C. and Citigroup Global Markets Inc., BofA Securities, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.
5.1		Opinion of Venable LLP.
23.1		Consent of Venable LLP (included in Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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: November 23, 2021
		By:		/s/ Leon Volchyok
		Name:		Leon Volchyok
		Title:		Chief Legal Officer and Secretary

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