Starwood Property Trust (STWD) CEO Sternlicht details 2025 RSU vesting and insider share changes

Rhea-AI Filing Summary

Starwood Property Trust CEO and Chairman Barry S. Sternlicht reported multiple equity transactions in 2025 related mainly to restricted stock unit (RSU) vesting through entities he controls. On September 30, 2025, SPT Management, LLC, the external manager, acquired 345,833 shares of common stock upon vesting of RSU awards granted in 2022, 2024 and 2025 under the 2022 Manager Equity Plan. Additional common shares were later distributed by the manager to certain employees or affiliates and further RSUs vested on December 31, 2025, when the manager acquired 220,833 shares upon vesting of 2024 and 2025 RSUs.

The filing notes that the remaining 2024 and 2025 RSUs granted to the manager, totaling 1,300,000 and 1,350,000 units respectively before prior vesting, will continue to vest ratably in quarterly installments through December 31, 2026 and December 31, 2027, subject to the manager’s continued service. A portion of shares previously held indirectly was transferred to Sternlicht for direct ownership. The report states that one transaction was reported late due to an inadvertent administrative error.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STERNLICHT BARRY S

(Last) (First) (Middle)

C/O STARWOOD PROPERTY TRUST, INC.

2340 COLLINS AVENUE

(Street)

MIAMI BEACH FL 33139

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STARWOOD PROPERTY TRUST, INC. [ STWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/30/2025		M(9)		345,833	A	(1)(5)	3,498,765	I	By controlled entities(6)
Common Stock	11/01/2025		J(9)		6,667(2)	D	$0	3,489,080(3)	I	By controlled entities(6)
Common Stock	12/15/2025		J(9)		6,848(2)	D	$0	3,482,232	I	By controlled entities(6)
Common Stock	12/31/2025		M		220,833	A	(4)(5)	3,703,065	I	By controlled entities(6)
Common Stock								14,227,455(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(7)	09/30/2025		M(9)			345,833(1)(5)	(1)(5)	(1)(5)	Common Stock	345,833	$0	1,554,169(8)	I	By controlled entities(6)
Restricted Stock Units	(7)	12/31/2025		M			220,833(4)(5)	(4)(5)	(4)(5)	Common Stock	220,833	$0	1,333,336(8)	I	By controlled entities(6)

Explanation of Responses:

1. On September 30, 2025, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 345,833 shares of the issuer's common stock in connection with the vesting of (i) 125,000 of the restricted stock units originally granted to the Manager on November 23, 2022 (the "2022 RSUs"), (ii) 108,333 of the restricted stock units originally granted to the Manager on March 4, 2024 (the "2024 RSUs"), and (iii) 112,500 of the restricted stock units originally granted to the Manager on March 6, 2025 (the "2025 RSUs"), each as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan.

2. Represents shares of the issuer's common stock distributed by the Manager to certain employees and/or other persons having an affiliation with the Manager.

3. Reflects the transfer of 3,018 shares of the issuer's common stock that were previously held by the Manager and reported as indirectly beneficially owned by Mr. Sternlicht on October 1, 2025, such that they are now directly beneficially owned by Mr. Sternlicht.

4. On December 31, 2025, the Manager acquired 220,833 shares of the issuer's common stock in connection with the vesting of (i) 108,333 of the 2024 RSUs and (ii) 112,500 of the 2025 RSUs, each as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan.

5. The remaining 2024 RSUs and the remaining 2025 RSUs will vest ratably in quarterly installments through December 31, 2026 and December 31, 2027, respectively, in each case subject to the Manager's continued service as the issuer's external manager. As such restricted stock units vest, the awards will be settled in shares of the issuer's common stock promptly, but in no event later than 30 days, following the applicable quarterly vesting dates. There are no remaining unvested 2022 RSUs.

6. Represents shares of the issuer's common stock held by entities directly or indirectly controlled by Mr. Sternlicht, including the Manager, SFIP, LLC and JAWS Capital, LP.

7. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

8. Represents the 1,300,000 2024 RSUs and the 1,350,000 2025 RSUs granted to the Manager, less those restricted stock units that have already vested and been converted into shares of the issuer's common stock.

9. This transaction is being reported late due to an inadvertent administrative error.

	/s/ Barry S. Sternlicht	01/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did STWD CEO Barry Sternlicht report in this Form 4?

The report shows that entities controlled by Barry S. Sternlicht, including SPT Management, LLC, acquired and disposed of Starwood Property Trust (STWD) common stock in 2025. Key activity includes the manager acquiring 345,833 shares on September 30, 2025 and 220,833 shares on December 31, 2025 upon vesting of restricted stock units, as well as distributions of shares to certain employees or affiliates and a transfer of some shares from indirect to direct ownership.

How are RSUs for the STWD external manager structured and when do they vest?

The external manager received 2024 RSUs and 2025 RSUs under the Starwood Property Trust, Inc. 2022 Manager Equity Plan. According to the filing, the remaining 2024 RSUs and 2025 RSUs will vest ratably in quarterly installments through December 31, 2026 and December 31, 2027, respectively, subject to the manager’s continued service. Each RSU represents a contingent right to receive one share of STWD common stock, which is delivered promptly, and no later than 30 days, after each quarterly vesting date.

How many 2024 and 2025 RSUs for STWD’s manager remained outstanding at the time described?

The explanation notes that the derivative holdings represent the 1,300,000 2024 RSUs and the 1,350,000 2025 RSUs granted to the manager, less those RSUs that have already vested and been converted into shares of Starwood Property Trust common stock. These remaining units continue to serve as the basis for future quarterly vesting and share issuance to the manager’s controlled entities.

Did Barry Sternlicht’s ownership form change between direct and indirect STWD holdings?

Yes. One footnote explains that the reported amounts reflect the transfer of 3,018 shares of Starwood Property Trust common stock that were previously held by the manager and reported as indirectly beneficially owned by Mr. Sternlicht on October 1, 2025, so that these shares are now directly beneficially owned by him. Other positions remain held through entities directly or indirectly controlled by him.

Who holds the indirect STWD shares reported for Barry Sternlicht?

The filing states that the indirect holdings represent shares of Starwood Property Trust common stock held by entities directly or indirectly controlled by Mr. Sternlicht. These entities include SPT Management, LLC (the external manager), SFIP, LLC and JAWS Capital, LP. Transactions in the Form 4 largely occur within or through these controlled entities.

Was any STWD insider transaction reported late in this Form 4?

Yes. A footnote explains that one of the disclosed transactions is being reported late due to an inadvertent administrative error. The form otherwise follows the standard Section 16 reporting format for transactions in Starwood Property Trust common stock and related restricted stock units.