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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 22, 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. ¨
On September 22, 2025, Starwood Property Trust,
Inc. (the “Company”) issued a press release announcing that it had commenced a private offering of $500 million aggregate
principal amount of its unsecured senior notes due 2028 (the “Notes”). 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 will be 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. |
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated September 22, 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 22, 2025 |
STARWOOD PROPERTY TRUST, INC. |
| |
|
|
| |
By: |
/s/ Jeffrey F. DiModica |
| |
Name: |
Jeffrey F. DiModica |
| |
Title: |
President |
