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Starwood Property Trust CEO receives 2M-share transfer

Remaining RSUs vest quarterly through December 31, 2026, December 31, 2027, and December 31, 2028, respectively, subject to the Manager's continued service.

(Neutral)

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Form Type
4

Rhea-AI Filing Summary

Starwood Property Trust, Inc. (STWD) reported that SPT Management, LLC, its external manager, acquired 276,666 common shares on September 30, 2026, as 276,666 restricted stock units vested and settled. Separately, 2,000,000 shares previously held by the Manager were transferred to direct beneficial ownership by CEO and Chairman Barry S. Sternlicht. Reported positions include 16,407,616 directly held shares, 1,838,390 shares held indirectly through controlled entities, and 1,173,338 remaining RSUs. Sternlicht disclaims beneficial ownership of entity-held securities except to the extent of his pecuniary interest.

Insider STERNLICHT BARRY S
Role CEO, Chairman of the Board
Type Security Shares Price Value
Exercise Restricted Stock Units F5, F1, F2, F6, F4 276,666 $0.00 $0.00
Exercise Common Stock F1, F2, F3, F4 276,666 -- --
holding Common Stock F3 -- -- --
Holdings After Transaction: Restricted Stock Units — 1,173,338 contracts (Indirect, By controlled entities); Common Stock — 1,838,390 shares (Indirect, By controlled entities); Common Stock — 16,407,616 shares (Direct)
Footnotes (6)
  1. F1. On September 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. F2. 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. F3. Reflects the transfer of 2,000,000 shares of the issuer's common stock that were previously held by the Manager and reported as indirectly beneficially owned by Mr. Sternlicht on September 9, 2026, such that they are now directly beneficially owned by Mr. Sternlicht.
  4. F4. 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. F5. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
  6. F6. 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.
Common shares acquired by SPT Management 276,666 shares September 30, 2026; in connection with vesting of restricted stock units
Restricted stock units vested 276,666 RSUs September 30, 2026
Remaining restricted stock units 1,173,338 RSUs Following the reported transaction
Shares transferred to direct beneficial ownership 2,000,000 shares Previously held by SPT Management
Direct common-stock holdings 16,407,616 shares Reported as of September 30, 2026
Indirect common-stock holdings 1,838,390 shares Held by controlled entities; reported as of September 30, 2026
restricted stock units financial
"the 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.
quarterly installments financial
"will vest ratably in quarterly installments"
beneficial ownership regulatory
"now directly beneficially owned by Mr. Sternlicht"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest regulatory
"except to the extent of his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many STWD shares did SPT Management acquire?

SPT Management acquired 276,666 common shares on September 30, 2026, in connection with the vesting of 276,666 restricted stock units.

When do the remaining STWD RSUs vest?

The remaining 2024, 2025, and 2026 RSUs vest ratably in quarterly installments through December 31, 2026, December 31, 2027, and December 31, 2028, respectively, subject to the Manager's continued service as the issuer's external manager. As they vest, the awards will be settled in common shares promptly, but no later than 30 days after the applicable quarterly vesting dates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
09/30/2026
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 Stock09/30/2026M276,666A(1)(2)1,838,390(3)IBy controlled entities(4)
Common Stock16,407,616(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(5)09/30/2026M276,666(1)(2) (1)(2) (1)(2)Common Stock276,666$01,173,338(6)IBy controlled entities(4)
Explanation of Responses:
1. On September 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. Reflects the transfer of 2,000,000 shares of the issuer's common stock that were previously held by the Manager and reported as indirectly beneficially owned by Mr. Sternlicht on September 9, 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. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
6. 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. Sternlicht10/02/2026
** 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)

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