$500M senior notes due 2031 planned by Starwood Property Trust (NYSE: STWD)

Rhea-AI Filing Summary

Starwood Property Trust, Inc. disclosed that it has commenced a private offering of $500 million aggregate principal amount of unsecured senior notes due 2031. These notes are being offered to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S, and will not be registered under U.S. securities laws.

The company intends to allocate an amount equal to the net proceeds to finance or refinance eligible green and/or social projects, including recently completed or future initiatives. Until those proceeds are fully allocated, the funds may be used for general corporate purposes, which may include repaying outstanding indebtedness under its repurchase facilities.

Insights

Credit & Structured Finance Analyst

Starwood plans a $500M private green/social senior notes deal.

Starwood Property Trust is launching a private offering of unsecured senior notes totaling $500 million, maturing in 2031. As unsecured senior debt, these notes rank ahead of equity but behind any secured borrowings in the capital structure, which can influence overall funding costs and flexibility.

The company states that an amount equal to the net proceeds will be allocated to eligible green and/or social projects, with the ability to apply funds to both recently completed and future initiatives. It also notes that net proceeds allocated to earlier project costs may be used to repay indebtedness that originally financed those projects, and that general corporate purposes may include repayment of repurchase facility borrowings.

The notes are offered only to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, so trading will be limited to these institutional and offshore markets. Actual balance sheet effects and project mix will depend on final pricing, investor demand and how quickly the company channels proceeds into the stated green and social 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 had commenced a private offering of $500 million aggregate principal amount of its unsecured senior notes due 2031 (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.

(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 Form 8-K?

Starwood Property Trust announced that it has commenced a private offering of $500 million aggregate principal amount of its unsecured senior notes due 2031.

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

The company is offering $500 million of unsecured senior notes due 2031 in a private placement to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S.

How does Starwood Property Trust plan to use the net proceeds from the $500 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 may also use funds for general corporate purposes, including repayment of indebtedness under its repurchase facilities.

Will the new Starwood Property Trust notes be registered with the SEC?

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.

Who can purchase Starwood Property Trust's new senior notes?

The notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S.

Does this filing constitute an offer to sell Starwood Property Trust's notes?

No. The company states that the information, including the attached press release, is neither an offer to sell nor a solicitation of an offer to purchase the notes or any other securities.