01/02/2026 | Press release | Distributed by Public on 01/02/2026 17:50
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (7) | 09/30/2025 | M(9) | 345,833(1)(5) | (1)(5) | (1)(5) | Common Stock | 345,833 | $ 0 | 1,554,169(8) | I | By controlled entities(6) | |||
| Restricted Stock Units | (7) | 12/31/2025 | M | 220,833(4)(5) | (4)(5) | (4)(5) | Common Stock | 220,833 | $ 0 | 1,333,336(8) | I | By controlled entities(6) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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STERNLICHT BARRY S C/O STARWOOD PROPERTY TRUST, INC. 2340 COLLINS AVENUE MIAMI BEACH, FL 33139 |
X | CEO, Chairman of the Board | ||
| /s/ Barry S. Sternlicht | 01/02/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On September 30, 2025, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 345,833 shares of the issuer's common stock in connection with the vesting of (i) 125,000 of the restricted stock units originally granted to the Manager on November 23, 2022 (the "2022 RSUs"), (ii) 108,333 of the restricted stock units originally granted to the Manager on March 4, 2024 (the "2024 RSUs"), and (iii) 112,500 of the restricted stock units originally granted to the Manager on March 6, 2025 (the "2025 RSUs"), each as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan. |
| (2) | Represents shares of the issuer's common stock distributed by the Manager to certain employees and/or other persons having an affiliation with the Manager. |
| (3) | Reflects the transfer of 3,018 shares of the issuer's common stock that were previously held by the Manager and reported as indirectly beneficially owned by Mr. Sternlicht on October 1, 2025, such that they are now directly beneficially owned by Mr. Sternlicht. |
| (4) | On December 31, 2025, the Manager acquired 220,833 shares of the issuer's common stock in connection with the vesting of (i) 108,333 of the 2024 RSUs and (ii) 112,500 of the 2025 RSUs, each as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan. |
| (5) | The remaining 2024 RSUs and the remaining 2025 RSUs will vest ratably in quarterly installments through December 31, 2026 and December 31, 2027, respectively, in each case subject to the Manager's continued service as the issuer's external manager. As such restricted stock units vest, the awards will be settled in shares of the issuer's common stock promptly, but in no event later than 30 days, following the applicable quarterly vesting dates. There are no remaining unvested 2022 RSUs. |
| (6) | Represents shares of the issuer's common stock held by entities directly or indirectly controlled by Mr. Sternlicht, including the Manager, SFIP, LLC and JAWS Capital, LP. |
| (7) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
| (8) | Represents the 1,300,000 2024 RSUs and the 1,350,000 2025 RSUs granted to the Manager, less those restricted stock units that have already vested and been converted into shares of the issuer's common stock. |
| (9) | This transaction is being reported late due to an inadvertent administrative error. |