Material Agreement, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On July 17, 2025, Starwood Credit Real Estate Income Trust, a Maryland statutory trust (the "Trust"), and California State Teachers' Retirement System ("CalSTRS") entered into a Subscription Agreement (the "CalSTRS Subscription Agreement"), pursuant to which CalSTRS has agreed, from time to time, to purchase from the Trust an aggregate amount of up to $200 million in Class I shares on or before July 16, 2027, at a price per share equal to the Trust's most recently determined net asset value ("NAV") of its Class I shares (the "CalSTRS Commitment"). CalSTRS has agreed to hold all of the Class I shares it receives in respect of the CalSTRS Commitment until the earlier of (i) the first date that the Trust's NAV reaches $1.5 billion and (ii) July 16, 2029, at which point CalSTRS may, from time to time, request that the Trust repurchase its Class I shares through the Trust's share repurchase plan.

The description of the CalSTRS Subscription Agreement set forth above is qualified in its entirety by reference to the CalSTRS Subscription Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective on July 17, 2025, the Trust executed its Second Amended and Restated Declaration of Trust (the "Second A&R Declaration of Trust") which provides, among other things, that CalSTRS is an excepted holder for purposes of the Trust's ownership limitations set forth in the Second A&R Declaration of Trust. The Second A&R Declaration of Trust amends and restates in its entirety the Trust's Amended and Restated Declaration of Trust, dated December 1, 2023.

The description of the Second A&R Declaration of Trust set forth above is qualified in its entirety by reference to the Second A&R Declaration of Trust, a copy of which is attached as Exhibit 3.1 to this Current Report and is incorporated by reference herein.