Starwood Real Estate Income Trust Inc.

09/16/2025 | Press release | Distributed by Public on 09/16/2025 10:10

Supplemental Prospectus (Form 424B3)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-262589

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 8 DATED SEPTEMBER 16, 2025

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 disclose the transaction price for each class of our common stock as of October 1, 2025;
to disclose the calculation of our August 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 disclose certain updates to our Prospectus.

October 1, 2025 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of October 1, 2025 (and repurchases as of September 30, 2025) is as follows:

Transaction Price
(per share)

Class S

$

20.76

Class T

$

20.78

Class D

$

20.34

Class I

$

20.59

The October 1, 2025 transaction price for each of our share classes is equal to such class's NAV per share as of August 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.

August 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 August 31, 2025 along with the immediately preceding month.

SREIT-SUP8-0925

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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 August 31, 2025 ($ and shares/units in thousands):

Components of NAV

August 31, 2025

Investments in real estate

$

20,950,656

Investment in real estate debt

901,137

Cash and cash equivalents

196,763

Restricted cash

230,891

Other assets

245,853

Debt obligations

(11,694,409

)

Secured financings on investments in real estate debt

(540,748

)

Subscriptions received in advance

(150

)

Other liabilities

(1,552,182

)

Performance participation accrual

-

Management fee payable

(7,222

)

Accrued stockholder servicing fees (1)

(2,884

)

Non-controlling interests in consolidated entities

(113,077

)

Net asset value

$

8,614,628

Number of outstanding shares/units

417,175

(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 August 31, 2025, we have accrued under GAAP $237.2 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 August 31, 2025 ($ and shares/units in thousands, except per share/unit data):

NAV Per Share

Class S
Shares

Class T
Shares

Class D
Shares

Class I
Shares

Third-party Operating Partnership Units (1)

Total

Net asset value

$

3,698,981

$

102,659

$

511,231

$

3,889,452

$

412,305

$

8,614,628

Number of outstanding shares/units

178,150

4,941

25,132

188,925

20,027

417,175

NAV Per Share/Unit as of August 31, 2025

$

20.76

$

20.78

$

20.34

$

20.59

$

20.59

(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 August 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
Rate

Exit
Capitalization
Rate

Multifamily

7.0%

5.5%

Industrial

7.3%

5.8%

Office

8.0%

6.8%

Other

8.5%

7.1%

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These assumptions are determined by the Advisor and reviewed by our independent valuation advisor. 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
Change

Multifamily
Investment
Values

Industrial
Investment
Values

Office
Investment
Values

Other
Investment
Values

Discount Rate

0.25% decrease

+1.9%

+1.9%

+1.9%

+1.9%

(weighted average)

0.25% increase

(1.9)%

(1.9)%

(1.8)%

(1.9)%

Exit Capitalization Rate

0.25% decrease

+3.0%

+2.8%

+2.4%

+2.2%

(weighted average)

0.25% increase

(2.7)%

(2.6)%

(2.2)%

(2.0)%

The following table provides a breakdown of the major components of our NAV as of July 31, 2025 ($ and shares/units in thousands):

Components of NAV

July 31, 2025

Investments in real estate

$

20,926,011

Investment in real estate debt

886,472

Cash and cash equivalents

216,570

Restricted cash

220,310

Other assets

286,664

Debt obligations

(11,656,137

)

Secured financings on investments in real estate debt

(531,949

)

Subscriptions received in advance

(188

)

Other liabilities

(1,493,984

)

Performance participation accrual

-

Management fee payable

(7,319

)

Accrued stockholder servicing fees (1)

(2,911

)

Non-controlling interests in consolidated entities

(112,671

)

Net asset value

$

8,730,868

Number of outstanding shares/units

418,168

(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 July 31, 2025, we have accrued under GAAP $240.7 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 July 31, 2025 ($ and shares/units in thousands, except per share/unit data):

NAV Per Share

Class S
Shares

Class T
Shares

Class D
Shares

Class I
Shares

Third-party Operating Partnership Units (1)

Total

Net asset value

$

3,756,721

$

104,437

$

518,315

$

3,934,518

$

416,877

$

8,730,868

Number of outstanding shares/units

178,952

4,972

25,199

189,018

20,027

418,168

NAV Per Share/Unit as of July 31, 2025

$

20.99

$

21.01

$

20.57

$

20.82

$

20.82

(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.

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In July 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 July 2025 on a pro rata basis up to the 0.5% monthly limitation. As such, approximately 4% of each stockholder's July repurchase request was satisfied.

In August 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 August 2025 on a pro rata basis up to the 0.5% monthly limitation. As such, approximately 4% of each stockholder's August repurchase request was satisfied.

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) 50,509,274 shares of our common stock (consisting of 17,553,605 Class S shares, 259,967 Class T shares, 2,436,743 Class D shares and 30,258,959 Class I shares) in the primary offering for total proceeds of approximately $1.3 billion and (ii) 23,703,547 shares of our common stock (consisting of 11,297,628 Class S shares, 432,726 Class T shares, 1,310,195 Class D shares and 10,662,998 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $0.6 billion. As of August 31, 2025, our aggregate NAV was approximately $8.6 billion. We intend to continue selling shares in the Offering on a monthly basis.

Prospectus Updates

The Massachusetts suitability standard set forth in the "Suitability Standards" section of the Prospectus is hereby deleted and replaced with the following:

Massachusetts Investors: Massachusetts investors must have either (a) a minimum liquid net worth of at least $100,000 and a minimum annual gross income of not less than $85,000, or (b) a minimum liquid net worth of $350,000. For these purposes, "liquid net worth" is defined as that portion of net worth (total assets exclusive of home, home furnishings, and automobiles, minus total liabilities) that consists of cash, cash equivalent and readily marketable securities. In addition, a Massachusetts investor's investment in us, our affiliates and other non-publicly traded direct investment programs (including real estate investment trusts, business development companies, oil and gas programs, equipment leasing programs and commodity pools, but excluding unregistered, federally and state exempt private offerings) may not exceed ten percent (10%) of his or her liquid net worth.

The following supersedes and replaces the sub-section of the Prospectus titled "Share Repurchases-Repurchase Priority" and all similar disclosures in the Prospectus related to our share repurchase plan's repurchase priority.

Repurchase Priority

In the event that we determine to repurchase some but not all of the shares submitted for repurchase during any month (including where repurchase requests exceed the monthly or quarterly limits), shares submitted for repurchase during such month will be repurchased subject to the following repurchase priority. First, repurchase requests made upon the death or qualifying disability of a stockholder who is a natural person will be repurchased in full to the extent there are available funds up to a limit of $5 million per month, subject to the terms and conditions regarding the death or qualifying disability for waivers of the Early Repurchase Deduction set forth below. To the extent such repurchase requests exceed the $5 million per month limit, such requests will be satisfied in the order of the date of death or qualifying disability, beginning with the earliest of such date, and any unfulfilled requests will be repurchased on a pro rata basis with all other repurchase requests for such month. Second, repurchase requests that would result in an account, including accounts in certain feeder funds created to hold our shares, having a balance below $2,500 will be repurchased in full to the extent there are available funds. Thereafter, any remaining funds will be used to repurchase all other shares submitted for repurchase during such month on a pro rata basis.

The Form of Subscription Agreement set forth in Appendix B of the Prospectus is hereby deleted and replaced with the Form of Subscription Agreement attached to this Supplement as Appendix A.

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Starwood Real Estate Income Trust Inc. published this content on September 16, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 16, 2025 at 16:10 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]