Starwood Real Estate Income Trust Inc.
01/16/2026 | Press release | Distributed by Public on 01/16/2026 11:11
Supplemental Prospectus (Form 424B3)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-262589
STARWOOD REAL ESTATE INCOME TRUST, INC.
SUPPLEMENT NO. 12 DATED JANUARY 16, 2026
TO THE PROSPECTUS DATED APRIL 9, 2025
This prospectus supplement ("Supplement") is part of and should be read in conjunction with the prospectus of Starwood Real Estate Income Trust, Inc., dated April 9, 2025 (as supplemented to date, the "Prospectus"). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the "Company," "we," "us," or "our" refer to Starwood Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.
The purposes of this Supplement are as follows:
•
to provide an update on the tax characterization of our 2025 distributions;
•
to disclose the transaction price for each class of our common stock as of February 2, 2026;
•
to disclose the calculation of our December 31, 2025 NAV per share for each class of our common stock;
•
to provide an update on our share repurchase requests;
•
to provide an update on the status of our current public offering (the "Offering"); and
•
to provide an update regarding changes to our management.
Tax Characterization of 2025 Distributions
100% of our distributions for the year ended December 31, 2025 will be characterized as a return of capital for federal income tax purposes.
February 2, 2026 Transaction Price
The transaction price for each share class of our common stock for subscriptions accepted as of February 2, 2026 (and repurchases as of January 31, 2026) is as follows:
|
Transaction Price |
||||
|
Class S |
$ |
20.14 |
||
|
Class T |
$ |
20.15 |
||
|
Class D |
$ |
19.72 |
||
|
Class I |
$ |
19.96 |
||
The February 2, 2026 transaction price for each of our share classes is equal to such class's NAV per share as of December 31, 2025. A detailed presentation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.
December 31, 2025 NAV Per Share
NAV per share is calculated in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.starwoodNAV.reit. Please refer to "Net Asset Value Calculation and Valuation Guidelines" in the Prospectus for information on how our NAV is determined. The Advisor is ultimately responsible for determining our NAV. We have included a breakdown of the components of total NAV and NAV per share as of December 31, 2025 along with the immediately preceding month.
SREIT-SUP12-0126
1
Our total NAV presented in the following tables includes the NAV of our Class S, Class T, Class D, and Class I common shares, as well as partnership interests of the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of December 31, 2025 ($ and shares/units in thousands):
|
Components of NAV |
December 31, 2025 |
|||
|
Investments in real estate |
$ |
20,953,304 |
||
|
Investment in real estate debt |
918,252 |
|||
|
Cash and cash equivalents |
197,960 |
|||
|
Restricted cash |
225,737 |
|||
|
Other assets |
154,668 |
|||
|
Debt obligations |
(11,753,302 |
) |
||
|
Secured financings on investments in real estate debt |
(550,951 |
) |
||
|
Subscriptions received in advance |
(145 |
) |
||
|
Other liabilities |
(1,767,593 |
) |
||
|
Performance participation accrual |
- |
|||
|
Management fee payable |
(6,918 |
) |
||
|
Accrued stockholder servicing fees (1) |
(2,753 |
) |
||
|
Non-controlling interests in consolidated entities |
(116,989 |
) |
||
|
Net asset value |
$ |
8,251,270 |
||
|
Number of outstanding shares/units |
412,009 |
|||
(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America ("GAAP"), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of December 31, 2025, we have accrued under GAAP $224.3 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.
The following table provides a breakdown of our total NAV and NAV per share, by share class, as of December 31, 2025 ($ and shares/units in thousands, except per share/unit data):
|
NAV Per Share |
Class S |
Class T |
Class D |
Class I |
Third-party Operating Partnership Units (1) |
Total |
||||||||||||||||||
|
Net asset value |
$ |
3,536,625 |
$ |
96,417 |
$ |
488,020 |
$ |
3,731,107 |
$ |
399,101 |
$ |
8,251,270 |
||||||||||||
|
Number of outstanding shares/units |
175,606 |
4,785 |
24,744 |
186,884 |
19,990 |
412,009 |
||||||||||||||||||
|
NAV Per Share/Unit as of December 31, 2025 |
$ |
20.14 |
$ |
20.15 |
$ |
19.72 |
$ |
19.96 |
$ |
19.97 |
||||||||||||||
(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.
Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the December 31, 2025 valuations, based on property types. Once we own more than one single-family, one self-storage and one extended stay investment, we will include the key assumptions for the property types.
|
Property Type |
Discount |
Exit |
||
|
Multifamily |
6.9% |
5.5% |
||
|
Industrial |
7.3% |
5.8% |
||
|
Office |
8.0% |
6.8% |
||
|
Other |
8.4% |
6.9% |
2
For quarter-end months, these assumptions are determined by the independent valuation advisor or third party appraisers, as applicable, per the terms of our valuation guidelines. The Advisor reviews the assumptions from each of the appraisals. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:
|
Input |
Hypothetical |
Multifamily |
Industrial |
Office |
Other |
|||||
|
Discount Rate |
0.25% decrease |
+1.9% |
+1.9% |
+1.9% |
+1.9% |
|||||
|
(weighted average) |
0.25% increase |
(1.9)% |
(1.9)% |
(1.9)% |
(1.8)% |
|||||
|
Exit Capitalization Rate |
0.25% decrease |
+3.0% |
+2.8% |
+2.4% |
+2.3% |
|||||
|
(weighted average) |
0.25% increase |
(2.7)% |
(2.6)% |
(2.2)% |
(2.1)% |
The following table provides a breakdown of the major components of our NAV as of November 30, 2025 ($ and shares/units in thousands):
|
Components of NAV |
November 30, 2025 |
|||
|
Investments in real estate |
$ |
20,988,657 |
||
|
Investment in real estate debt |
902,928 |
|||
|
Cash and cash equivalents |
200,106 |
|||
|
Restricted cash |
236,433 |
|||
|
Other assets |
194,577 |
|||
|
Debt obligations |
(11,760,398 |
) |
||
|
Secured financings on investments in real estate debt |
(541,822 |
) |
||
|
Subscriptions received in advance |
- |
|||
|
Other liabilities |
(1,728,692 |
) |
||
|
Performance participation accrual |
- |
|||
|
Management fee payable |
(7,014 |
) |
||
|
Accrued stockholder servicing fees (1) |
(2,687 |
) |
||
|
Non-controlling interests in consolidated entities |
(117,410 |
) |
||
|
Net asset value |
$ |
8,364,678 |
||
|
Number of outstanding shares/units |
413,562 |
|||
(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America ("GAAP"), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of November 30, 2025, we have accrued under GAAP $227.5 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.
The following table provides a breakdown of our total NAV and NAV per share, by share class, as of November 30, 2025 ($ and shares/units in thousands, except per share/unit data):
|
NAV Per Share |
Class S |
Class T |
Class D |
Class I |
Third-party Operating Partnership Units (1) |
Total |
||||||||||||||||||
|
Net asset value |
$ |
3,585,162 |
$ |
98,915 |
$ |
494,437 |
$ |
3,783,089 |
$ |
403,075 |
$ |
8,364,678 |
||||||||||||
|
Number of outstanding shares/units |
176,270 |
4,861 |
24,821 |
187,620 |
19,990 |
413,562 |
||||||||||||||||||
|
NAV Per Share/Unit as of November 30, 2025 |
$ |
20.34 |
$ |
20.35 |
$ |
19.92 |
$ |
20.16 |
$ |
20.16 |
||||||||||||||
(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.
Share Repurchase Request Update
On June 6, 2025, our board of directors amended our share repurchase plan. The amendments include, among other things, that beginning with repurchases during the month of June 2025, we limit share repurchases to 0.5% of NAV per month (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding month), which is an increase from the prior limit of 0.33% of NAV per month. In addition, beginning July 1, 2025, the share repurchase plan has been amended such that we limit share repurchases to 1.5% of NAV per quarter (measured using the aggregate NAV attributable to stockholders as of the end of the immediately preceding quarter), an increase from the prior limit of 1.0% of NAV per quarter.
3
In October 2025, we received repurchase requests in excess of the 0.5% monthly limit. As per the terms of our share repurchase plan, we honored all repurchase requests for October 2025 on a pro rata basis up to the 0.5% monthly limitation. As such, approximately 4% of each stockholder's October repurchase request was satisfied, and we repurchased approximately 1.9 million shares of common stock representing a total of approximately $39.6 million.
In November 2025, we received repurchase requests in excess of the 0.5% monthly limit. As per the terms of our share repurchase plan, we honored all repurchase requests for November 2025 on a pro rata basis up to the 0.5% monthly limitation. As such, approximately 4% of each stockholder's November repurchase request was satisfied, and we repurchased approximately 1.9 million shares of common stock representing a total of approximately $38.9 million.
In December 2025, we received repurchase requests in excess of the 1.5% quarterly limits. As per the terms of our share repurchase plan, we honored all repurchase requests for December 2025 on a pro rata basis up to the 1.5% quarterly limitation. As such, approximately 4% of each stockholder's December repurchase request was satisfied, and we repurchased approximately 2.0 million shares of common stock representing a total of approximately $40.3 million.
Status of our Current Public Offering
This Offering was declared effective by the SEC on August 10, 2022 and we are currently offering on a continuous basis up to $18.0 billion in shares of common stock, consisting of up to $16.0 billion in shares in our primary offering and up to $2.0 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we had issued and sold (i) 50,819,280 shares of our common stock (consisting of 17,574,522 Class S shares, 259,967 Class T shares, 2,436,743 Class D shares and 30,548,048 Class I shares) in the primary offering for total proceeds of approximately $1.4 billion and (ii) 25,930,125 shares of our common stock (consisting of 12,379,816 Class S shares, 478,093 Class T shares, 1,405,082 Class D shares and 11,667,134 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $0.6 billion. As of December 31, 2025, our aggregate NAV was approximately $8.3 billion. We intend to continue selling shares in the Offering on a monthly basis.
Management Update
On December 31, 2025, Andres Panza tendered his resignation from his position as Head of Asset & Portfolio Management and as a member of our board of directors, effective immediately. In addition, effective as of December 31, 2025, Mr. Panza resigned from all of his positions with our advisor. As a result, all references to Mr. Panza are deleted.
4
Starwood Real Estate Income Trust Inc. published this content on January 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 16, 2026 at 17:11 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]