Barry Sternlicht (STWD) entities receive 276,666 shares as RSUs vest under 2022 plan

Rhea-AI Filing Summary

STARWOOD PROPERTY TRUST, INC. director and CEO Barry Sternlicht reported routine equity compensation activity tied to the company’s external manager. On June 30, 2026, SPT Management, LLC, the issuer’s external manager controlled by Sternlicht, acquired 276,666 shares of common stock upon vesting of previously granted restricted stock units under the 2022 Manager Equity Plan.

The vesting came from 2024, 2025 and 2026 restricted stock unit awards to the Manager and increased indirect common stock holdings by controlled entities to 3,561,724 shares. Direct holdings after the report were 14,407,616 common shares. The filing notes Sternlicht disclaims beneficial ownership of securities held by controlled entities except to the extent of his pecuniary interest.

Following this vesting event, entities controlled by Sternlicht also held 1,450,004 restricted stock units, each representing a contingent right to receive one share of common stock. The remaining 2024, 2025 and 2026 RSUs are scheduled to vest quarterly through year-end 2026, 2027 and 2028, subject to the Manager’s continued service as external manager.

Insights

Equity compensation analyst

Routine vesting of RSUs into shares via the external manager, with substantial equity exposure retained.

The activity centers on SPT Management, LLC, the external manager of STARWOOD PROPERTY TRUST, INC., receiving 276,666 shares as previously granted restricted stock units vested. This is compensation-related rather than an open-market purchase or sale, coded as an M-type derivative exercise.

Entities controlled by Barry Sternlicht now hold 3,561,724 common shares indirectly and 1,450,004 restricted stock units, while direct holdings total 14,407,616 shares. The filing emphasizes a disclaimer of beneficial ownership beyond Sternlicht’s pecuniary interest, underscoring that these positions are primarily through controlled entities.

The remaining 2024, 2025 and 2026 RSUs are scheduled to vest quarterly through December 31, 2026, December 31, 2027 and December 31, 2028, contingent on the Manager’s continued service. This points to a multi-year equity compensation schedule rather than a timing-driven market signal, making the filing largely administrative for valuation purposes.

Insider Trade Summary

276,666 shares exercised/converted

Mixed 3 txns

Insider STERNLICHT BARRY S

Role CEO, Chairman of the Board

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	276,666	$0.00	--
Exercise	Common Stock	276,666	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,450,004 shares (Indirect, By controlled entities); Common Stock — 3,561,724 shares (Indirect, By controlled entities); Common Stock — 14,407,616 shares (Direct)

Footnotes (1)

1. On June 30, 2026, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 276,666 shares of the issuer's common stock in connection with the vesting of (i) 108,333 of the restricted stock units originally granted to the Manager on March 4, 2024 (the "2024 RSUs"), (ii) 112,500 of the restricted stock units originally granted to the Manager on March 6, 2025 (the "2025 RSUs"), and (iii) 55,833 of the restricted stock units originally granted to the Manager on March 10, 2026 (the "2026 RSUs"), each as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan. The remaining 2024 RSUs, the remaining 2025 RSUs and the remaining 2026 RSUs will vest ratably in quarterly installments through December 31, 2026, December 31, 2027, and December 31, 2028, 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. Represents securities held by entities directly or indirectly controlled by Mr. Sternlicht, including the Manager, SFIP, LLC and JAWS Capital, LP. Mr. Sternlicht disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. Represents the 1,300,000 2024 RSUs, the 1,350,000 2025 RSUs and the 670,000 2026 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.

Key Figures

Shares acquired via RSU vesting: 276,666 shares Direct common shares after transaction: 14,407,616 shares Indirect common shares after transaction: 3,561,724 shares +4 more

7 metrics

Shares acquired via RSU vesting 276,666 shares Common stock acquired by SPT Management, LLC on June 30, 2026

Direct common shares after transaction 14,407,616 shares Direct STWD holdings by Barry Sternlicht following reported transactions

Indirect common shares after transaction 3,561,724 shares STWD common stock held indirectly through controlled entities

Remaining restricted stock units 1,450,004 RSUs Unvested RSUs granted to SPT Management, LLC after conversions

2024 RSU grant size 1,300,000 RSUs 2024 restricted stock units granted to the Manager before vesting reductions

2025 RSU grant size 1,350,000 RSUs 2025 restricted stock units granted to the Manager before vesting reductions

2026 RSU grant size 670,000 RSUs 2026 restricted stock units granted to the Manager before vesting reductions

Key Terms

restricted stock units, external manager, pecuniary interest, Section 16, +2 more

6 terms

restricted stock units financial

"In connection with the vesting of restricted stock units originally granted to the Manager"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

external manager financial

"SPT Management, LLC, the issuer's external manager, acquired 276,666 shares"

pecuniary interest financial

"Mr. Sternlicht disclaims beneficial ownership except to the extent of his pecuniary interest"

Section 16 regulatory

"Not deemed an admission of beneficial ownership for purposes of Section 16"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

2022 Manager Equity Plan financial

"Each as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan"

contingent right financial

"Each restricted stock unit represents a contingent right to receive one share"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 09:16 PM Accepted by SEC EDGAR 07/02/2026 - 09:16 PM Learn about SEC filing dates

FAQ

What insider transaction did STWD report for Barry Sternlicht on June 30, 2026?

On June 30, 2026, entities controlled by Barry Sternlicht, including SPT Management, LLC, acquired 276,666 STWD common shares through vesting of restricted stock units. These units were granted under the 2022 Manager Equity Plan and settled in shares as part of compensation.

How many Starwood Property Trust (STWD) shares does Barry Sternlicht hold directly and indirectly after this Form 4?

After the reported transactions, Barry Sternlicht beneficially owned 14,407,616 STWD common shares directly and 3,561,724 common shares indirectly through entities he controls. These indirect holdings include shares attributed to SPT Management, LLC and other controlled entities, subject to his pecuniary interest.

What is the size and source of the 276,666 STWD shares acquired by controlled entities?

Controlled entities acquired 276,666 STWD shares in connection with vesting of restricted stock units granted to SPT Management, LLC. The vesting combined 108,333 2024 RSUs, 112,500 2025 RSUs, and 55,833 2026 RSUs under the Starwood Property Trust 2022 Manager Equity Plan.

How many restricted stock units related to STWD remain outstanding for the Manager after this filing?

Following the vesting event, entities controlled by Barry Sternlicht held 1,450,004 restricted stock units tied to STWD. These represent portions of the original 2024, 2025, and 2026 RSU grants that have not yet vested or been converted into common shares for the Manager.

Over what period will the remaining STWD restricted stock units for the Manager vest?

The remaining 2024 RSUs vest quarterly through December 31, 2026, the 2025 RSUs through December 31, 2027, and the 2026 RSUs through December 31, 2028. Each vesting is contingent on SPT Management, LLC continuing as Starwood Property Trust’s external manager.

Does Barry Sternlicht fully beneficially own all STWD securities held by controlled entities?

The filing states Sternlicht disclaims beneficial ownership of securities held by controlled entities, including SPT Management, LLC, SFIP, LLC and JAWS Capital, LP, except to the extent of his pecuniary interest. Including these securities is not deemed an admission of full beneficial ownership under Section 16.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 FLORIDA 33139

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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

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

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

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	06/30/2026		M		276,666	A	(1)(2)	3,561,724	I	By controlled entities(3)
Common Stock								14,407,616	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	(4)	06/30/2026		M			276,666(1)(2)	(1)(2)	(1)(2)	Common Stock	276,666	$0	1,450,004(5)	I	By controlled entities(3)

Explanation of Responses:

1. On June 30, 2026, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 276,666 shares of the issuer's common stock in connection with the vesting of (i) 108,333 of the restricted stock units originally granted to the Manager on March 4, 2024 (the "2024 RSUs"), (ii) 112,500 of the restricted stock units originally granted to the Manager on March 6, 2025 (the "2025 RSUs"), and (iii) 55,833 of the restricted stock units originally granted to the Manager on March 10, 2026 (the "2026 RSUs"), each as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan.

2. The remaining 2024 RSUs, the remaining 2025 RSUs and the remaining 2026 RSUs will vest ratably in quarterly installments through December 31, 2026, December 31, 2027, and December 31, 2028, 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.

3. Represents securities held by entities directly or indirectly controlled by Mr. Sternlicht, including the Manager, SFIP, LLC and JAWS Capital, LP. Mr. Sternlicht disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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

5. Represents the 1,300,000 2024 RSUs, the 1,350,000 2025 RSUs and the 670,000 2026 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.

	/s/ Barry S. Sternlicht	07/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)