06/15/2026 | Press release | Distributed by Public on 06/15/2026 13:55
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-288705
STARWOOD REAL ESTATE INCOME TRUST, INC.
SUPPLEMENT NO. 4 DATED JUNE 15, 2026
TO THE PROSPECTUS DATED APRIL 7, 2026
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 7, 2026 (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:
July 1, 2026 Transaction Price
The transaction price for each share class of our common stock for subscriptions accepted as of July 1, 2026 (and repurchases as of June 30, 2026) is as follows:
|
Transaction Price |
||||
|
Class S |
$ |
19.72 |
||
|
Class T |
$ |
19.72 |
||
|
Class D |
$ |
19.30 |
||
|
Class I |
$ |
19.54 |
||
The July 1, 2026 transaction price for each of our share classes is equal to such class's NAV per share as of May 31, 2026. 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.
May 31, 2026 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 May 31, 2026 along with the immediately preceding month.
SREIT-SUP4-0626
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 May 31, 2026 ($ and shares/units in thousands):
|
Components of NAV |
May 31, 2026 |
|||
|
Investments in real estate |
$ |
20,966,286 |
||
|
Investment in real estate debt |
990,752 |
|||
|
Cash and cash equivalents |
183,551 |
|||
|
Restricted cash |
233,382 |
|||
|
Other assets |
157,221 |
|||
|
Debt obligations |
(11,796,022 |
) |
||
|
Secured financings on investments in real estate debt |
(594,451 |
) |
||
|
Subscriptions received in advance |
- |
|||
|
Other liabilities |
(2,019,687 |
) |
||
|
Performance participation accrual |
- |
|||
|
Management fee payable |
(6,687 |
) |
||
|
Accrued stockholder servicing fees (1) |
(2,630 |
) |
||
|
Non-controlling interests in consolidated entities |
(125,594 |
) |
||
|
Net asset value |
$ |
7,986,121 |
||
|
Number of outstanding shares/units |
407,385 |
|||
The following table provides a breakdown of our total NAV and NAV per share, by share class, as of May 31, 2026 ($ and shares/units in thousands, except per share/unit data):
|
NAV Per Share |
Class S |
Class T |
Class D |
Class I |
Third-party Operating Partnership Units (1) |
Total |
||||||||||||||||||
|
Net asset value |
$ |
3,407,206 |
$ |
90,199 |
$ |
469,591 |
$ |
3,628,482 |
$ |
390,643 |
$ |
7,986,121 |
||||||||||||
|
Number of outstanding shares/units |
172,811 |
4,573 |
24,332 |
185,679 |
19,990 |
407,385 |
||||||||||||||||||
|
NAV Per Share/Unit as of May 31, 2026 |
$ |
19.72 |
$ |
19.72 |
$ |
19.30 |
$ |
19.54 |
$ |
19.54 |
||||||||||||||
Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the May 31, 2026 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 |
Exit |
||
|
Multifamily |
6.9% |
5.5% |
||
|
Industrial |
7.3% |
5.8% |
||
|
Office |
8.0% |
6.8% |
||
|
Other |
8.3% |
6.7% |
2
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 |
Multifamily |
Industrial |
Office |
Other |
|||||
|
Discount Rate |
0.25% decrease |
+1.9% |
+1.9% |
+1.9% |
+1.9% |
|||||
|
(weighted average) |
0.25% increase |
(1.9)% |
(1.9)% |
(1.9)% |
(1.8)% |
|||||
|
Exit Capitalization Rate |
0.25% decrease |
+3.0% |
+2.8% |
+2.4% |
+2.3% |
|||||
|
(weighted average) |
0.25% increase |
(2.7)% |
(2.6)% |
(2.3)% |
(2.1)% |
The following table provides a breakdown of the major components of our NAV as of April 30, 2026 ($ and shares/units in thousands):
|
Components of NAV |
April 30, 2026 |
|||
|
Investments in real estate |
$ |
20,965,046 |
||
|
Investment in real estate debt |
989,994 |
|||
|
Cash and cash equivalents |
197,767 |
|||
|
Restricted cash |
222,691 |
|||
|
Other assets |
149,540 |
|||
|
Debt obligations |
(11,803,541 |
) |
||
|
Secured financings on investments in real estate debt |
(593,996 |
) |
||
|
Subscriptions received in advance |
(150 |
) |
||
|
Other liabilities |
(1,996,090 |
) |
||
|
Performance participation accrual |
- |
|||
|
Management fee payable |
(6,698 |
) |
||
|
Accrued stockholder servicing fees (1) |
(2,553 |
) |
||
|
Non-controlling interests in consolidated entities |
(125,447 |
) |
||
|
Net asset value |
$ |
7,996,563 |
||
|
Number of outstanding shares/units |
406,872 |
|||
The following table provides a breakdown of our total NAV and NAV per share, by share class, as of April 30, 2026 ($ and shares/units in thousands, except per share/unit data):
|
NAV Per Share |
Class S |
Class T |
Class D |
Class I |
Third-party Operating Partnership Units (1) |
Total |
||||||||||||||||||
|
Net asset value |
$ |
3,417,193 |
$ |
90,870 |
$ |
472,902 |
$ |
3,623,948 |
$ |
391,650 |
$ |
7,996,563 |
||||||||||||
|
Number of outstanding shares/units |
172,877 |
4,596 |
24,439 |
184,970 |
19,990 |
406,872 |
||||||||||||||||||
|
NAV Per Share/Unit as of April 30, 2026 |
$ |
19.77 |
$ |
19.77 |
$ |
19.35 |
$ |
19.59 |
$ |
19.59 |
||||||||||||||
Share Repurchase Request Update
Effective April 29, 2026, our board of directors amended our share repurchase plan, beginning with repurchases submitted during the month of April 2026 such that (i) 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; and (ii) repurchase requests for accounts having a balance below $5,000 will be repurchased in full to the extent there are available funds up to a limit of $5 million per month.
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In April 2026, we accepted approximately $4.8 million of common stock under our share repurchase plan, which represented all repurchase requests for such period made upon the death or qualifying disability of a stockholder and for accounts having a balance below $5,000.
In May 2026, we accepted approximately $2.3 million of common stock under our share repurchase plan, which represented all repurchase requests for such period made upon the death or qualifying disability of a stockholder and for accounts having a balance below $5,000.
Status of our Current Public Offering
This Offering was declared effective by the SEC on February 4, 2026 and we are currently offering on a continuous basis up to $10.0 billion in shares of common stock, consisting of up to $9.5 billion in shares in our primary offering and up to $0.5 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we had issued and sold (i) 194,036 shares of our common stock (consisting of 21,074 Class S shares and 172,962 Class I shares) in the primary offering for total proceeds of approximately $3.8 million and (ii) 1,826,456 shares of our common stock (consisting of 864,116 Class S shares, 36,902 Class T shares, 70,794 Class D shares and 854,644 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $36.2 million. As of May 31, 2026, our aggregate NAV was approximately $8.0 billion. We intend to continue selling shares in the Offering on a monthly basis.
Management Update
On May 18, 2026, John Gonnella was appointed as a member of the Advisor's Investment Committee.
The following disclosure supplements the disclosure in the section of the Prospectus titled "Management-The Advisor and Starwood Capital."
John Gonnella is a Senior Managing Director and Head of Asset Management, U.S. at Starwood Capital Group. In this role, Mr. Gonnella oversees the asset management of the firm's U.S. equity investments. He is responsible for driving strategy, value creation, investment performance, and execution across a broad range of asset classes and geographies. He is also a member of Starwood's Investment Committee. Prior to joining Starwood Capital, Mr. Gonnella served as Senior Managing Director and Head of Real Estate Asset Management at Centerbridge Partners, as well as Vice President at Northwood Investors and Associate with Morgan Stanley Real Estate Funds. Mr. Gonnella received a B.S. degree from the Stillman School of Business at Seton Hall University.
The following disclosure supersedes and replaces the seventh paragraph and table of the section of the Prospectus titled "Management-The Advisor and Starwood Capital."
The Advisor's Investment Committee process emphasizes a consensus-based approach to decision making among the members. The members of the Advisor's Investment Committee, along with their respective positions at Starwood Capital, are as follows:
|
Name |
Position at Starwood Capital |
|
|
Barry Sternlicht |
Chief Executive Officer and Chairman of Starwood Capital |
|
|
Jeffrey Dishner |
Vice Chairman |
|
|
Jonathan Pollack |
President |
|
|
Laura Mestel Rubin |
Senior Managing Director and Head of Portfolio and Risk Management |
|
|
Austin Nowlin |
Senior Managing Director and Global Head of Capital Markets |
|
|
Duncan MacPherson |
Senior Managing Director and Head of Debt for Europe* |
|
|
Ethan Bing |
Senior Managing Director and Co-Head of U.S. Acquisitions |
|
|
Nora Creedon |
Managing Director |
|
|
Joseph Nieto |
Managing Director |
|
|
John Gonnella |
Senior Managing Director and Head of Asset Management |
* For European Deals Only
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Prospectus Updates
The following suitability standard is hereby added to the section of the Prospectus titled "Suitability Standards."
Minnesota Investors. A Minnesota investor's aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor's liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.
The following disclosure supersedes and replaces the section of the Prospectus titled "Prospectus Summary-May I reinvest my cash distributions in additional shares?"
Q: May I reinvest my cash distributions in additional shares?
A: Yes. We have adopted a distribution reinvestment plan whereby stockholders (other than clients of certain participating broker-dealers and residents of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Minnesota, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington) will have their cash distributions automatically reinvested in additional shares of our common stock unless they elect to receive their distributions in cash. Clients of certain participating broker-dealers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of our common stock. If you participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that you own will be automatically invested in additional shares of the same class. The purchase price for shares purchased under our distribution reinvestment plan is equal to the transaction price for such shares at the time the distribution is payable. Stockholders do not pay upfront selling commissions or dealer manager fees when purchasing shares under our distribution reinvestment plan; however, all outstanding Class T shares, Class S shares and Class D shares, including those purchased under our distribution reinvestment plan, are subject to ongoing stockholder servicing fees. Participants may terminate their participation in the distribution reinvestment plan with ten business days' prior written notice to us. See "Description of Capital Stock-Distribution Reinvestment Plan" for more information regarding the reinvestment of distributions you may receive from us. For the complete terms of the distribution reinvestment plan, see Appendix A to this prospectus.
The following disclosure supersedes and replaces the first paragraph of the section of the Prospectus titled "Description of Capital Stock-Distribution Reinvestment Plan"
We have adopted a distribution reinvestment plan whereby stockholders (other than clients of certain participating broker-dealers that do not permit automatic enrollment in our distribution reinvestment plan and residents of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Minnesota, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington) will have their cash distributions automatically reinvested in additional shares of our common stock unless they elect to receive their distributions in cash. Clients of certain participating broker-dealers and residents of certain states that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of our common stock. Any cash distributions attributable to the class or classes of shares owned by participants in the distribution reinvestment plan are immediately reinvested in our shares on behalf of the participants on the business day such distribution would have been paid to such stockholder. See the "Material U.S. Federal Income Tax Considerations" section of this prospectus for information concerning the U.S. federal income tax consequences of participating in the distribution reinvestment plan.
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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