[Form 4] STARWOOD PROPERTY TRUST, INC. Insider Trading Activity

Rhea-AI Filing Summary

Barry S. Sternlicht, CEO and Chairman of Starwood Property Trust, Inc. (STWD), reported transactions on Form 4 dated 08/14/2025. The filing shows a purchase of 3,018 restricted shares granted to SPT Management, LLC as payment of 50% of the manager's incentive fee, and a reported disposition of 14,224,437 common shares on the same date. After these transactions, Mr. Sternlicht beneficially owned 3,152,932 shares indirectly through entities he controls, including the Manager, SFIP, LLC and JAWS Capital, LP. The filing includes an explanatory note that the 3,018 shares reflect net shares after distributions to certain employees or affiliated persons.

Positive

• Manager compensation partly paid in equity via grant of 3,018 restricted shares, aligning manager and shareholder interests
• Continued indirect ownership of 3,152,932 shares through entities controlled by Mr. Sternlicht

Negative

• Large reported disposition of 14,224,437 common shares on 08/14/2025 (price and purpose not disclosed)
• Filing lacks price and counterparty details for the disposal, limiting assessment of financial impact

Insights

Corporate Governance Expert

TL;DR: Significant insider disposition alongside small restricted-share grant; beneficial ownership remains indirect through controlled entities.

The Form 4 documents a relatively small grant of restricted stock to the external manager and a large disposition of common shares by the reporting person. The disclosure clarifies that the granted 3,018 shares were issued to the Manager as fee payment and net of distributions to employees or affiliates. The 14,224,437-share disposition materially reduces Mr. Sternlicht's reported direct/indirect holdings on this filing date, though the filer still reports indirect beneficial ownership of 3,152,932 shares through controlled entities. This filing is a routine Section 16 disclosure and does not include pricing or counterparty details for the disposition.

Securities Analyst

TL;DR: Transaction mix shows manager compensation in equity and a large share disposition; materiality depends on context not provided in the filing.

The Form 4 shows the issuer paid part of its management incentive fee in equity (3,018 restricted shares to the Manager, net of certain distributions). Separately, the reporting person recorded a disposal of 14,224,437 shares on 08/14/2025. The filing confirms indirect ownership via multiple controlled entities totaling 3,152,932 shares post-transaction. The document lacks price and purpose for the disposition, so assessment of valuation impact or intent cannot be determined from this filing alone.

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

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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)
08/14/2025

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	08/14/2025		A		3,018(1)	A	(1)	3,152,932	I	By controlled entities(2)
Common Stock								14,224,437	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

Explanation of Responses:

1. Represents restricted shares of the issuer's common stock granted to SPT Management, LLC, the issuer's external manager (the "Manager"), as payment of 50% of the incentive fee as required by the Management Agreement between the issuer and the Manager, net of shares of the issuer's common stock distributed to certain employees and/or other persons having an affiliation with the Manager.

2. 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.

	/s/ Barry S. Sternlicht	08/18/2025
	** Signature of Reporting Person	Date
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