Starwood Property Trust (NYSE: STWD) prices $550M 2031 senior notes

Rhea-AI Filing Summary

Starwood Property Trust, Inc. is raising debt capital through a private offering of $550 million aggregate principal amount of 5.750% unsecured senior notes due 2031. The deal was increased from a previously announced $500 million and the notes priced at 100.0% of their principal amount, with settlement expected on October 14, 2025, subject to customary closing conditions.

The company intends to allocate an amount equal to the net proceeds to finance or refinance eligible green and/or social projects, including the ability to repay indebtedness previously incurred for such projects. Until fully allocated, it plans to use the net proceeds for general corporate purposes, which may include repaying outstanding indebtedness under its repurchase facilities. The notes are being offered privately under Rule 144A and Regulation S and will not be registered under U.S. securities laws.

Insights

Credit and capital markets analyst

Starwood adds $550M in 2031 debt to fund green and social projects.

Starwood Property Trust has priced $550 million of 5.750% unsecured senior notes due 2031, upsized from $500 million. The notes priced at 100.0% of principal, and settlement is expected on October 14, 2025, which would add a meaningful long-term fixed-rate debt layer to the capital structure.

The company states it intends to allocate an amount equal to the net proceeds to eligible green and/or social projects, with flexibility to refinance previously incurred costs and repay related indebtedness. Until that allocation is complete, it may use proceeds for general corporate purposes, including repayment of indebtedness under repurchase facilities, which can rebalance short-term versus longer-term funding.

The notes are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, so actual impact will depend on closing under customary conditions and subsequent disclosures on how proceeds are deployed among green, social, and debt repayment uses.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2025

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation) 001-34436
(Commission File Number) 27-0247747
(IRS Employer Identification No.)

2340 Collins Avenue, Suite 700 Miami Beach, FL		33139
(Address of principal		(Zip Code)
executive offices)

Registrant's telephone number, including area code: (305) 695-5500 

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	STWD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On September 29, 2025, Starwood Property Trust, Inc. (the “Company”) issued a press release announcing that it priced its private offering (the “Offering”) of $550 million aggregate principal amount of its 5.750% unsecured senior notes due 2031 (the “Notes”), which was upsized from the previously announced $500 million aggregate principal amount. The Notes priced at 100.0% of the principal amount and the settlement of the Offering is expected to occur on October 14, 2025, subject to customary closing conditions. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The Company intends to allocate an amount equal to the net proceeds from the Offering to finance or refinance, in whole or in part, recently completed or future eligible green and/or social projects. Net proceeds allocated to previously incurred costs associated with eligible green and/or social projects will be available for the repayment of indebtedness previously incurred. Pending full allocation of an amount equal to the net proceeds to eligible green and/or social projects, the Company intends to use the net proceeds for general corporate purposes, which may include the repayment of outstanding indebtedness under the Company’s repurchase facilities.

The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements of the Securities Act or any state securities laws.

The information contained in this Current Report on Form 8-K, including the exhibit hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the Notes or any other securities.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated September 29, 2025 issued by Starwood Property Trust, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:   September 29, 2025	STARWOOD PROPERTY TRUST, INC.
	By:	/s/ Jeffrey F. DiModica
	Name:	Jeffrey F. DiModica
	Title:	President

FAQ

What did Starwood Property Trust (STWD) announce in this 8-K?

Starwood Property Trust announced it priced a private offering of $550 million aggregate principal amount of 5.750% unsecured senior notes due 2031, upsized from a previously announced $500 million.

What are the key terms of Starwood Property Trust's new senior notes?

The new notes are unsecured senior notes with a 5.750% coupon, a total principal amount of $550 million, priced at 100.0% of principal, and are due in 2031.

When is the Starwood Property Trust (STWD) notes offering expected to settle?

The settlement of the notes offering is expected to occur on October 14, 2025, subject to customary closing conditions.

How will Starwood Property Trust use the net proceeds from the $550 million notes?

Starwood Property Trust intends to allocate an amount equal to the net proceeds to finance or refinance eligible green and/or social projects, and, pending full allocation, to use the proceeds for general corporate purposes, which may include repayment of indebtedness under its repurchase facilities.

Is the $550 million Starwood Property Trust notes offering a public or private deal?

The notes are being offered privately, only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and will not be registered under the Securities Act.

Are Starwood Property Trust's new 2031 notes registered under U.S. securities laws?

No, the notes will not be registered under the Securities Act or state securities laws and may not be offered or sold in the United States without an effective registration statement or a valid exemption.