Starwood Real Estate Income Trust Inc.

10/17/2025 | Press release | Distributed by Public on 10/17/2025 14:37

Supplemental Prospectus (Form 424B3)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-262589

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 9 DATED OCTOBER 17, 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 November 1, 2025;
to disclose the calculation of our September 30, 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.

November 1, 2025 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of November 1, 2025 (and repurchases as of October 31, 2025) is as follows:

Transaction Price
(per share)

Class S

$

20.60

Class T

$

20.61

Class D

$

20.18

Class I

$

20.42

The November 1, 2025 transaction price for each of our share classes is equal to such class's NAV per share as of September 30, 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.

September 30, 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 September 30, 2025 along with the immediately preceding month.

SREIT-SUP9-1025

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 September 30, 2025 ($ and shares/units in thousands):

Components of NAV

September 30, 2025

Investments in real estate

$

20,985,384

Investment in real estate debt

912,498

Cash and cash equivalents

243,842

Restricted cash

229,665

Other assets

206,470

Debt obligations

(11,752,181

)

Secured financings on investments in real estate debt

(547,564

)

Subscriptions received in advance

(125

)

Other liabilities

(1,640,764

)

Performance participation accrual

-

Management fee payable

(7,137

)

Accrued stockholder servicing fees (1)

(2,751

)

Non-controlling interests in consolidated entities

(114,395

)

Net asset value

$

8,512,942

Number of outstanding shares/units

415,552

(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 September 30, 2025, we have accrued under GAAP $233.9 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 September 30, 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

$

3,656,585

$

101,335

$

504,999

$

3,841,760

$

408,263

$

8,512,942

Number of outstanding shares/units

177,511

4,917

25,026

188,108

19,990

415,552

NAV Per Share/Unit as of September 30, 2025

$

20.60

$

20.61

$

20.18

$

20.42

$

20.42

(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 September 30, 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

6.9%

5.5%

Industrial

7.3%

5.7%

Office

8.0%

6.8%

Other

8.5%

7.1%

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
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%

+2.9%

+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 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.

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 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.

In September 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 September 2025 on a pro rata basis up to the 1.5% quarterly limitation. As such, approximately 4% of each stockholder's September 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) 50,619,410 shares of our common stock (consisting of 17,570,536 Class S shares, 259,967 Class T shares, 2,436,743 Class D shares and 30,352,164 Class I shares) in the primary offering for total proceeds of approximately $1.3 billion and (ii) 24,265,431 shares of our common stock (consisting of 11,572,363 Class S shares, 444,183 Class T shares, 1,334,506 Class D shares and 10,914,379 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $0.6 billion. As of September 30, 2025, our aggregate NAV was approximately $8.5 billion. We intend to continue selling shares in the Offering on a monthly basis.

Prospectus Updates

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

Oregon Investors: Non-accredited Oregon investors may not invest more than 10% of their liquid net worth in us. For purposes of Oregon's suitability standard, "liquid net worth" is defined as an investor's total assets (excluding home, home furnishings, and automobiles) minus total liabilities. Oregon investors who meet the definition of "accredited investor" as defined in Regulation D under the Securities Act of 1933, as amended, are not subject to the limitation described in this paragraph.

The following disclosure supersedes and replaces the section of the Prospectus titled "Risk Factors-Risks Related to Our Organizational Structure-Our charter permits our board of directors to authorize us to issue preferred stock ranking senior to our current common stock with respect to distribution rights or rights upon our liquidation, dissolution or winding up or on terms that may discourage a third party from acquiring us."

Our charter permits our board of directors to authorize us to issue preferred stock ranking senior to our current common stock with respect to distribution rights or rights upon our liquidation, dissolution or winding up or on terms that may discourage a third party from acquiring us.

Our board of directors is permitted, subject to certain restrictions set forth in our charter, to authorize the issuance of shares of preferred stock without stockholder approval. Further, our board of directors may classify or reclassify any unissued shares of common or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms or conditions of redemption of the stock and may amend our charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of any class or series of stock that we have authority to issue without stockholder approval. Thus, subject to the provisions of our charter and any applicable laws or regulations, our board of directors could authorize us to issue shares of preferred stock ranking senior to our common stock with respect to distribution rights upon our liquidation, dissolution or winding up or with terms and conditions that could have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction such as a merger, tender offer or sale of all or substantially all of our assets, that might provide a premium price for holders of our common stock.

The following disclosure supersedes and replaces the fourth paragraph of the section of the Prospectus titled "Management-The Advisory Agreement- Management Fee, Performance Participation Interest and Expense Reimbursements-Expense Reimbursement."

4

Total management fees and total expense and cost reimbursements paid to the Advisor and its affiliates for the year ended December 31, 2024 was equal to 2.2% of our NAV as of December 31, 2024.

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 October 17, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on October 17, 2025 at 20:37 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]