STOCK TITAN

Entities of Starwood (NYSE: STWD) CEO receive 276,666 shares from RSU vesting

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

STARWOOD PROPERTY TRUST, INC. CEO Barry Sternlicht reported indirect equity changes mainly from compensation-related vesting at the company’s external manager. On March 31, 2026, SPT Management, LLC, the external manager controlled by Sternlicht, acquired 276,666 shares of common stock upon vesting of restricted stock units under the 2022 Manager Equity Plan.

These vested awards came from 108,333 2024 RSUs, 112,500 2025 RSUs and 55,833 2026 RSUs, each converting into one share of common stock. After these transactions, entities controlled by Sternlicht held over three million shares indirectly, while he also held more than fourteen million shares directly. The filing notes he disclaims beneficial ownership beyond his pecuniary interest in these controlled entities.

Positive

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Insider STERNLICHT BARRY S
Role CEO, Chairman of the Board
Type Security Shares Price Value
Other Common Stock 16,684 $0.00 --
Exercise Restricted Stock Units 276,666 $0.00 --
Exercise Common Stock 276,666 $0.00 --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,301,705 shares (Indirect, By controlled entities); Restricted Stock Units — 1,726,670 shares (Indirect, By controlled entities); Common Stock — 14,296,027 shares (Direct)
Footnotes (1)
  1. On March 31, 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. Reflects the transfer of 68,572 shares of the issuer's common stock that were previously held by the Manager and reported as indirectly beneficially owned by Mr. Sternlicht on February 25, 2026, such that they are now directly beneficially owned by Mr. Sternlicht. 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. 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. 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.
RSU shares vested 276,666 shares Common stock acquired by SPT Management, LLC on March 31, 2026
2024 RSUs vested in this tranche 108,333 units Portion of 2024 RSUs vesting into STWD common stock
2025 RSUs vested in this tranche 112,500 units Portion of 2025 RSUs vesting into STWD common stock
2026 RSUs vested in this tranche 55,833 units Portion of 2026 RSUs vesting into STWD common stock
Indirect common stock holding 3,301,705 shares Common stock indirectly held by controlled entities after March 31, 2026
Direct common stock holding 14,296,027 shares Common stock directly held by Sternlicht after reported transactions
Restructuring-related shares 16,684 shares Shares moved in an “other” restructuring transaction by controlled entities
RSU grants outstanding baseline 1,300,000; 1,350,000; 670,000 units 2024, 2025 and 2026 RSUs granted to the Manager, less vested units
restricted stock units financial
"Each restricted stock unit represents a contingent right to receive one share"
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.
pecuniary interest financial
"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"
Section 16 regulatory
"for purposes of Section 16 or for any other purpose"
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"
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
SEC Form 4
FORM 4UNITED 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO, Chairman of the Board
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026M276,666A(1)(2)3,318,389(3)IBy controlled entities(4)
Common Stock04/01/2026J16,684(5)D$03,301,705IBy controlled entities(4)
Common Stock14,296,027(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(6)03/31/2026M276,666(1)(2) (1)(2) (1)(2)Common Stock276,666$01,726,670(7)IBy controlled entities(4)
Explanation of Responses:
1. On March 31, 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. Reflects the transfer of 68,572 shares of the issuer's common stock that were previously held by the Manager and reported as indirectly beneficially owned by Mr. Sternlicht on February 25, 2026, such that they are now directly beneficially owned by Mr. Sternlicht.
4. 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.
5. 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.
6. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
7. 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. Sternlicht04/02/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider activity did STWD report for Barry Sternlicht on this Form 4?

The Form 4 shows entities controlled by Barry Sternlicht, including SPT Management, LLC, acquiring shares through vesting restricted stock units. These awards are part of Starwood Property Trust’s 2022 Manager Equity Plan and represent compensation-related equity, not open-market purchases or sales.

How many STWD shares were acquired through RSU vesting in this filing?

SPT Management, LLC acquired 276,666 shares of Starwood Property Trust common stock on March 31, 2026. The shares resulted from vesting restricted stock units granted in 2024, 2025 and 2026 to the manager under the company’s 2022 Manager Equity Plan, each unit converting into one share.

What are the remaining RSU vesting schedules for STWD’s external manager?

Remaining 2024 RSUs vest quarterly through December 31, 2026, 2025 RSUs through December 31, 2027, and 2026 RSUs through December 31, 2028. As each tranche vests, awards are settled in Starwood Property Trust common stock within 30 days after the applicable quarterly vesting date.

How many STWD shares and RSUs remain outstanding for the manager after this vesting?

A footnote states the manager holds 1,300,000 2024 RSUs, 1,350,000 2025 RSUs and 670,000 2026 RSUs, less units already vested and converted. These restricted stock units each represent a contingent right to receive one share of Starwood Property Trust common stock upon future vesting.

Does Barry Sternlicht personally own all the STWD shares reported as indirect?

No. The filing explains many securities are held by entities he directly or indirectly controls, including the manager, SFIP, LLC and JAWS Capital, LP. Sternlicht expressly disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in those entities.

Were there any open-market buys or sells of STWD shares in this Form 4?

The transactions primarily reflect vesting and conversion of restricted stock units and internal transfers by controlled entities. The summary data show derivative exercises and restructuring-type movements, with no open-market purchase or sale codes such as “P” for purchases or “S” for sales reported.