Stock grant to Sternlicht-linked manager at Starwood Property Trust (STWD)

Rhea-AI Filing Summary

STARWOOD PROPERTY TRUST, INC. reported that entities controlled by CEO and Chairman Barry S. Sternlicht acquired 3,565 restricted shares of common stock. These shares were granted to SPT Management, LLC, the company’s external manager, as payment of 50% of an incentive fee under the Management Agreement.

After this award, controlled entities held 3,771,637 shares indirectly, while Sternlicht’s direct holdings stood at 14,227,455 shares of common stock. He disclaims beneficial ownership of the controlled-entity shares beyond his pecuniary interest.

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 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)
03/16/2026

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	03/16/2026		A		3,565(1)	A	(1)	3,771,637	I	By controlled entities(2)
Common Stock								14,227,455	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.

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. 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.

	/s/ Barry S. Sternlicht	03/18/2026
	** 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)

FAQ

What insider transaction did Barry S. Sternlicht report for STARWOOD PROPERTY TRUST (STWD)?

Barry S. Sternlicht reported an acquisition of 3,565 restricted common shares by entities he controls. The shares were granted to SPT Management, LLC as part of an incentive fee payment under the Management Agreement, and are reported as indirect ownership.

Who actually received the 3,565 STARWOOD PROPERTY TRUST (STWD) shares in this Form 4?

The 3,565 restricted shares were granted to SPT Management, LLC, Starwood Property Trust’s external manager. This entity is controlled by Barry S. Sternlicht, so the shares are reported as indirectly owned through controlled entities rather than as a direct personal holding.

How many STARWOOD PROPERTY TRUST (STWD) shares do Sternlicht’s controlled entities hold after this transaction?

Following the grant, entities directly or indirectly controlled by Barry S. Sternlicht held 3,771,637 shares of Starwood Property Trust common stock. These include holdings by SPT Management, LLC, SFIP, LLC and JAWS Capital, LP, reported as indirect ownership on the Form 4.

What are Barry S. Sternlicht’s direct STARWOOD PROPERTY TRUST (STWD) share holdings?

Barry S. Sternlicht’s direct ownership position is reported at 14,227,455 shares of Starwood Property Trust common stock. This figure is separate from the 3,771,637 shares held by entities he controls, which are categorized as indirect ownership in the filing.

Does Barry S. Sternlicht claim full beneficial ownership of the indirectly held STWD shares?

No. Sternlicht disclaims beneficial ownership of the indirectly held shares except to the extent of his pecuniary interest. The filing states that including these securities should not be deemed an admission of beneficial ownership of all reported shares for Section 16 or any other purpose.

What is the purpose of the restricted STWD share grant to SPT Management, LLC?

The restricted share grant represents payment of 50% of an incentive fee owed under the Management Agreement between Starwood Property Trust and SPT Management, LLC. Instead of cash, this portion of the fee was paid in the form of the issuer’s common stock.