Starwood Property Trust (NYSE: STWD) prices $500M 5.25% senior notes due 2028

Rhea-AI Filing Summary

Starwood Property Trust, Inc. disclosed that it has priced a private offering of $500 million aggregate principal amount of 5.250% unsecured senior notes due 2028. The notes priced at 100.0% of their principal amount, with a coupon equivalent to a 168 basis point spread over the three-year U.S. Treasury bond, and settlement is expected on October 6, 2025, subject to customary closing conditions.

The company intends to allocate an amount equal to the net proceeds to finance or refinance eligible green and/or social projects, with the ability to use allocations to previously incurred project costs to repay related indebtedness. Until fully allocated, net proceeds may be used for general corporate purposes, including repayment of outstanding indebtedness under repurchase facilities. The notes are being sold in a private offering to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S and will not be registered under U.S. securities laws.

Insights

Credit and fixed income analyst

$500M 5.25% notes add term funding and support ESG projects.

Starwood Property Trust, Inc. is raising $500 million through unsecured senior notes bearing a 5.250% coupon and maturing in 2028. The notes priced at par, with a spread of 168 basis points over the three-year U.S. Treasury, indicating the market-implied risk premium for this term debt.

The company plans to allocate an amount equal to the net proceeds to eligible green and/or social projects, and can apply allocations to previously incurred project costs and then repay related indebtedness. Until that allocation is complete, the net proceeds may be used for general corporate purposes, including paying down repurchase facility borrowings, which may modestly shift its funding mix toward unsecured term debt.

The notes are offered privately to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and will not be registered under the Securities Act. Future disclosures in company filings can clarify how quickly proceeds are allocated to green and social projects and the extent of any repayment of existing indebtedness.

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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. ¨

Item 8.01 Other Events.

On September 22, 2025, Starwood Property Trust, Inc. (the “Company”) issued a press release announcing that it priced its private offering (the “Offering”) of $500 million aggregate principal amount of its 5.250% unsecured senior notes due 2028 (the “Notes”). This coupon is the equivalent of a 168 basis point spread over the three-year US Treasury bond. The Notes priced at 100.0% of the principal amount and the settlement of the Offering is expected to occur on October 6, 2025, 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 for general corporate purposes, which may include 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.

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 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

FAQ

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

Starwood Property Trust, Inc. announced that it has priced a private offering of $500 million aggregate principal amount of its 5.250% unsecured senior notes due 2028, with settlement expected on October 6, 2025 subject to customary closing conditions.

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

The new notes have an aggregate principal amount of $500 million, a fixed annual coupon of 5.250%, and mature in 2028. They priced at 100.0% of principal and carry a coupon equivalent to a 168 basis point spread over the three-year U.S. Treasury bond.

How does Starwood Property Trust, Inc. (STWD) plan to use the net proceeds from the notes offering?

Starwood Property Trust, Inc. intends to allocate an amount equal to the net proceeds to finance or refinance eligible green and/or social projects. Amounts allocated to previously incurred project costs will be available to repay related indebtedness, and pending full allocation the company may use net proceeds for general corporate purposes, including repayment of indebtedness under its repurchase facilities.

Who can purchase Starwood Property Trust’s 5.250% senior notes due 2028?

The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S. They will not be registered under the Securities Act or state securities laws.

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

No. 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 without an effective registration statement or a valid exemption from registration.

Does this 8-K filing constitute an offer to sell Starwood Property Trust’s notes?

No. The information described, including the related press release, is expressly stated as neither an offer to sell nor a solicitation of an offer to purchase any of the notes or other securities.