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Starwood Property Trust (NYSE: STWD) to sell $500M sustainability bonds

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Starwood Property Trust, Inc. plans a private offering of $500 million in unsecured senior notes due 2029, marketed as sustainability bonds. The notes will be sold to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S.

The company intends to allocate an amount equal to the net proceeds to eligible green and/or social projects, including financing or refinancing recent or future initiatives, and repaying related indebtedness. Until fully allocated, it expects to use the proceeds, with cash on hand, to fund the potential redemption of up to $500 million of its 4.375% senior notes due 2027 or for general corporate purposes, including repaying repurchase facility debt.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes offering $500 million aggregate principal amount Unsecured senior notes due 2029 in a private offering
Existing notes targeted for redemption $500 million aggregate principal amount 4.375% Senior Notes due 2027 potentially redeemable
Capital deployed since inception Over $117 billion As of March 31, 2026 across company investments
Investment portfolio size Over $31 billion Debt and equity investments as of March 31, 2026
Coupon on existing notes 4.375% Interest rate on Senior Notes due 2027
unsecured senior notes financial
"it is offering $500 million aggregate principal amount of its unsecured senior notes due 2029"
Unsecured senior notes are loans a company sells to investors that promise regular interest and return of principal but are not backed by specific assets as collateral; they have higher repayment priority than many other debts if the company defaults. They matter to investors because they balance relatively higher claim on repayment with greater risk than secured debt, so their interest rate and recovery prospects reflect that trade-off — like holding a higher-priority IOU without a pledged safety net.
sustainability bonds financial
"Starwood Property Trust Announces Private Offering of Sustainability Bonds"
Rule 144A regulatory
"qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
Regulation S regulatory
"non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
eligible green and/or social projects financial
"allocate an amount equal to the net proceeds from the offering to finance or refinance ... eligible green and/or social projects"
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Learn about SEC filing dates
false 0001465128 0001465128 2026-06-25 2026-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): June 25, 2026

 

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 June 25, 2026, 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 2029 (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, together with cash on hand, to fund the redemption of up to all of the Company’s $500 million outstanding aggregate principal amount of 4.375% Senior Notes due 2027 or for general corporate purposes, including 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.

 

This Current Report on Form 8-K does not constitute a notice of redemption for the 4.375% Senior Notes due 2027. 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 June 25, 2026 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:  June 25, 2026 STARWOOD PROPERTY TRUST, INC.
     
  By: /s/ Jeffrey F. DiModica
  Name: Jeffrey F. DiModica
  Title: President

 

 

 

 

Exhibit 99.1

 

 

Starwood Property Trust Announces Private Offering of Sustainability Bonds

 

MIAMI BEACH, FL, June 25, 2026/PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) (the “Company”) today announced that, subject to market and other conditions, it is offering $500 million aggregate principal amount of its unsecured senior notes due 2029 (the “Notes”) in a private offering.

 

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, together with cash on hand, to fund its redemption of up to all of the Company’s $500 million outstanding aggregate principal amount of 4.375% Senior Notes due 2027 or for general corporate purposes, including 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.

 

This press release does not constitute a notice of redemption for the 4.375% Senior Notes due 2027. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Starwood Property Trust, Inc.

 

Starwood Property Trust (NYSE: STWD), an affiliate of global private investment firm Starwood Capital Group, is a leading diversified finance company with a core focus on the real estate and infrastructure sectors. As of March 31, 2026, the Company has successfully deployed over $117 billion of capital since inception and manages a portfolio of over $31 billion across debt and equity investments. Starwood Property Trust’s investment objective is to generate attractive and stable returns for shareholders, primarily through dividends, by leveraging a premiere global organization to identify and execute on the best risk adjusted returning investments across its target assets.

 

 

 

 

Forward-Looking Statements

 

Statements in this press release which are not historical fact may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements with respect to the anticipated offering and the use of proceeds. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include: (i) factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, including those set forth under the captions “Risk Factors”, “Business”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (ii) defaults by borrowers in paying debt service on outstanding indebtedness; (iii) impairment in the value of real estate property securing the Company’s loans or in which the Company invests; (iv) availability of mortgage origination and acquisition opportunities acceptable to the Company; (v) potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements; (vi) national and local economic and business conditions, including as a result of the impact of public health emergencies; (vii) the occurrence of certain geo-political events (such as wars, terrorist attacks and tensions between states, including global trade disputes related to tariffs) that affect the normal and peaceful course of international relations; (viii) general and local commercial and residential real estate property conditions; (ix) changes in federal government policies; (x) changes in federal, state and local governmental laws and regulations; (xi) increased competition from entities engaged in mortgage lending and securities investing activities; (xii) changes in interest rates; and (xiii) the availability of, and costs associated with, sources of liquidity.

 

Contact:

 

Starwood Property Trust

Phone: 203-422-7788

Email: investorrelations@stwdreit.com

 

 

 

FAQ

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

Starwood Property Trust announced a private offering of $500 million in unsecured senior notes due 2029. These sustainability bonds target qualified institutional buyers and certain non-U.S. investors, with proceeds tied to green and social projects and debt management uses.

How large is Starwood Property Trust’s new sustainability bond offering?

The company plans to offer $500 million aggregate principal amount of unsecured senior notes due 2029. This sizable financing is structured as a private offering under Rule 144A and Regulation S, aimed at institutional and non-U.S. investors rather than the public markets.

How will Starwood Property Trust (STWD) use the net proceeds from the 2029 notes?

Starwood intends to allocate an amount equal to the net proceeds to eligible green and social projects. Until that allocation is complete, it expects to use proceeds, with cash on hand, to redeem up to $500 million of 4.375% notes due 2027 or for general corporate purposes.

Are Starwood Property Trust’s new notes registered with the SEC?

The new senior notes will not be registered under the Securities Act or state securities laws. They may only be offered or sold in the United States under an effective registration statement or a valid exemption, which is typical for Rule 144A and Regulation S private offerings.

What existing debt could be affected by this Starwood Property Trust offering?

The company states it may use net proceeds and cash on hand to fund the redemption of up to $500 million of its 4.375% Senior Notes due 2027. This indicates potential refinancing of nearer-term debt alongside funding for eligible green and social projects.

How large is Starwood Property Trust’s investment portfolio compared with this offering?

As of March 31, 2026, Starwood managed a portfolio of over $31 billion across debt and equity investments. The planned $500 million notes offering is therefore a relatively small portion of its overall investment portfolio and deployed capital base since inception.

Filing Exhibits & Attachments

4 documents