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Starwood Property Trust (NYSE: STWD) prices $500M sustainability notes

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

Rhea-AI Filing Summary

Starwood Property Trust, Inc. is raising new debt by pricing a private offering of $500 million in 5.875% unsecured senior notes due 2029, issued at 100% of principal. Settlement is expected on July 10, 2026, subject to customary closing conditions.

The company plans to allocate an amount equal to the net proceeds to eligible green and/or social projects, including financing or refinancing recent or future initiatives. Until that allocation is complete, it intends to use the net proceeds, together with cash on hand, to fund the potential redemption of up to all of its $500 million 4.375% Senior Notes due 2027 or for general corporate purposes, including repayment of repurchase-facility indebtedness.

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Insights

Starwood refinances $500M debt with new 2029 sustainability notes.

Starwood Property Trust is issuing $500 million of 5.875% unsecured senior notes due 2029, replacing or complementing existing funding. The notes price at par and are sold via a private Rule 144A / Regulation S transaction to institutional and non-U.S. buyers.

The company expects to allocate an amount equal to net proceeds to eligible green and/or social projects, aligning this issuance with sustainability goals. It also states that proceeds, with cash on hand, may fund redemption of up to $500 million of 4.375% notes due 2027 or repay repurchase-facility debt, which could modestly extend duration while increasing coupon cost.

Overall, this is a routine capital-structure action relative to a portfolio of over $31 billion of debt and equity investments as of March 31, 2026. Future disclosures will clarify the scale of any 2027 note redemption and the specific projects financed under the sustainability framework.

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 senior notes size $500 million Aggregate principal amount of 5.875% unsecured senior notes due 2029
Coupon rate 2029 notes 5.875% Interest rate on new unsecured senior notes due 2029
Prior notes targeted for redemption $500 million Outstanding aggregate principal of 4.375% Senior Notes due 2027
Coupon rate 2027 notes 4.375% Interest rate on Senior Notes due 2027 potentially to be redeemed
Portfolio size Over $31 billion Debt and equity investment portfolio as of March 31, 2026
Capital deployed since inception Over $117 billion Cumulative capital deployed by the company
Settlement date July 10, 2026 Expected settlement of the 2029 notes offering
sustainability bonds financial
"Starwood Property Trust Announces Pricing of Private Offering of Sustainability Bonds"
Rule 144A regulatory
"offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A"
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
"and 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.
unsecured senior notes financial
"5.875% unsecured senior notes due 2029 (the “Notes”)"
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.
eligible green and/or social projects financial
"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"
repurchase facilities financial
"including the repayment of outstanding indebtedness under the Company’s repurchase facilities"
Repurchase facilities are short-term lending arrangements in which an entity sells securities for cash with a promise to buy them back later at a slightly higher price; think of it like pawning an item to get quick cash while agreeing to reclaim it soon. Investors care because these facilities provide liquidity and quick funding, influence borrowing costs and balance-sheet strength, and can signal how easily a firm can meet short-term obligations.
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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 priced its private offering of $500 million aggregate principal amount of its 5.875% unsecured senior notes due 2029 (the “Notes”). The Notes priced at 100.0% of the principal amount and the settlement of the offering is expected to occur on July 10, 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, 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 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 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 Pricing of Private Offering of Sustainability Bonds

 

MIAMI BEACH, FL, June 25, 2026/PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) (the “Company”) today announced that it has priced its private offering of $500 million aggregate principal amount of its 5.875% unsecured senior notes due 2029 (the “Notes”). The Notes priced at 100.0% of the principal amount and the settlement of the offering is expected to occur on July 10, 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, 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 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 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 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:

 

Starwood Property Trust
Phone: 203-422-7788
Email: investorrelations@stwdreit.com

 

 

FAQ

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

Starwood Property Trust announced it priced a private offering of $500 million in 5.875% unsecured senior notes due 2029. The notes were priced at 100% of principal and are expected to settle on July 10, 2026, subject to customary closing conditions.

What are the key terms of Starwood Property Trust’s new 2029 notes?

The new notes have an aggregate principal amount of $500 million, a fixed coupon of 5.875%, and mature in 2029. They are unsecured senior obligations and were priced at 100.0% of principal in a private offering under Rule 144A and Regulation S.

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

Starwood intends to allocate an amount equal to the net proceeds to eligible green and/or social projects. Until fully allocated, it plans to use the net proceeds, with cash on hand, to redeem up to $500 million of 4.375% notes due 2027 or for general corporate purposes, including repurchase-facility repayment.

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

No, the notes were offered privately to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. They will not be registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an applicable exemption.

Does this announcement redeem Starwood Property Trust’s 4.375% notes due 2027?

No, the company specifies this communication does not constitute a notice of redemption for the 4.375% Senior Notes due 2027. It only states an intention to use net proceeds, with cash on hand, to fund redemption of up to all of those notes in the future.

How large is Starwood Property Trust’s investment portfolio as of March 31, 2026?

As of March 31, 2026, Starwood Property Trust managed a portfolio of over $31 billion across debt and equity investments. Since inception, the company has deployed more than $117 billion of capital focused on real estate and infrastructure sectors.

Filing Exhibits & Attachments

4 documents