Starwood Property Trust Inc.

01/02/2026 | Press release | Distributed by Public on 01/02/2026 17:50

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
STERNLICHT BARRY S
2. Issuer Name and Ticker or Trading Symbol
STARWOOD PROPERTY TRUST, INC. [STWD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, Chairman of the Board
(Last) (First) (Middle)
C/O STARWOOD PROPERTY TRUST, INC., 2340 COLLINS AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025
(Street)
MIAMI BEACH, FL 33139
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/30/2025 M(9) 345,833 A (1)(5) 3,498,765 I By controlled entities(6)
Common Stock 11/01/2025 J(9) 6,667(2) D $ 0 3,489,080(3) I By controlled entities(6)
Common Stock 12/15/2025 J(9) 6,848(2) D $ 0 3,482,232 I By controlled entities(6)
Common Stock 12/31/2025 M 220,833 A (4)(5) 3,703,065 I By controlled entities(6)
Common Stock 14,227,455(3) D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STERNLICHT BARRY S
C/O STARWOOD PROPERTY TRUST, INC.
2340 COLLINS AVENUE
MIAMI BEACH, FL 33139
X CEO, Chairman of the Board

Signatures

/s/ Barry S. Sternlicht 01/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Starwood Property Trust Inc. published this content on January 02, 2026, and is solely responsible for the information contained herein. Distributed via Edgar on January 02, 2026 at 23:50 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]