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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):
May 11, 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. ¨
On May 11, 2026, Starwood Property Trust, Inc.
(the “Company”) issued a press release announcing that it priced its private offering of $600 million aggregate principal
amount of its 6.125% unsecured senior notes due 2031 (the “Notes”). The Notes priced at 100.0% of the principal amount
and the settlement of the offering is expected to occur on May 26, 2026, 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 to redeem or repay the Company’s $400 million outstanding aggregate
principal amount of 3.625% Senior Notes due 2026 and for general corporate purposes, including 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.
This Current Report on Form 8-K does not constitute
a notice of redemption for the 3.625% Senior Notes due 2026. 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 May 11, 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: May 11, 2026 |
STARWOOD PROPERTY TRUST, INC. |
| |
|
|
| |
By: |
/s/ Jeffrey F. DiModica |
| |
Name: |
Jeffrey F. DiModica |
| |
Title: |
President |
Exhibit 99.1
Starwood Property
Trust Announces Pricing of Private Offering of Sustainability Bonds
MIAMI BEACH, FL, May 11, 2026/PRNewswire/ -- Starwood
Property Trust, Inc. (NYSE: STWD) (the “Company”) today announced that it has priced its private offering of $600 million
aggregate principal amount of its 6.125% unsecured senior notes due 2031 (the “Notes”). The Notes priced at 100.0% of the
principal amount and the settlement of the offering is expected to occur on May 26, 2026, subject to customary closing conditions.
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 to redeem or repay the Company’s $400 million outstanding aggregate
principal amount of 3.625% Senior Notes due 2026 and for general corporate purposes, including 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.
This press release does not constitute a notice
of redemption for the 3.625% Senior Notes due 2026. 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 settlement of the 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:
Zachary Tanenbaum
Starwood Property Trust
Phone: 203-422-7788
Email: ztanenbaum@starwood.com