Barry Sternlicht entities add 111,589 STWD shares via incentive fee grant

Rhea-AI Filing Summary

Starwood Property Trust CEO Barry Sternlicht, through entities he controls, reported an acquisition of 111,589 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 compensation-related award, entities controlled by Sternlicht indirectly hold 3,405,892 shares of Starwood Property Trust common stock, while he also reports 14,296,027 shares held directly. He disclaims beneficial ownership of the indirectly held securities except to the extent of his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider STERNLICHT BARRY S

Role CEO, Chairman of the Board

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	111,589	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 3,405,892 shares (Indirect, By controlled entities); Common Stock — 14,296,027 shares (Direct, null)

Footnotes (1)

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. 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.

Key Figures

Restricted share grant: 111,589 shares Indirect holdings after award: 3,405,892 shares Direct holdings: 14,296,027 shares +1 more

4 metrics

Restricted share grant 111,589 shares Restricted common stock granted to SPT Management, LLC as incentive fee payment

Indirect holdings after award 3,405,892 shares Starwood common stock held by entities controlled by Barry Sternlicht

Direct holdings 14,296,027 shares Starwood common stock held directly by Barry Sternlicht following reported transactions

Grant price per share $0.0000 per share Reported price for the 111,589 restricted shares granted as compensation

Key Terms

restricted shares, incentive fee, Management Agreement, beneficial ownership, +1 more

5 terms

restricted shares financial

"Represents restricted shares of the issuer's common stock granted to SPT Management, LLC"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

incentive fee financial

"granted ... as payment of 50% of the incentive fee as required by the Management Agreement"

Management Agreement regulatory

"as required by the Management Agreement between the issuer and the Manager"

A management agreement is a written contract that sets out who runs a company or specific assets, what duties they must perform, how long they serve, and how they are paid and evaluated. Think of it as a job contract or a property manager’s lease: it tells investors who is steering the business, what rules they must follow, and how their performance will affect costs and returns, so it directly influences company strategy, risk and shareholder value.

beneficial ownership regulatory

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

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 financial

"disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein"

Form 4 Insider Transactions: What Each Field Means →

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)
05/15/2026

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	05/15/2026		A		111,589(1)	A	(1)	3,405,892	I	By controlled entities(2)
Common Stock								14,296,027	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. 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	05/19/2026
	** 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 STWD report for Barry Sternlicht on this Form 4?

The Form 4 reports an acquisition of 111,589 restricted shares of Starwood Property Trust common stock by entities controlled by Barry Sternlicht. The shares were granted as part of incentive fee compensation to the company’s external manager, not through an open-market purchase.

How many STWD shares do entities controlled by Barry Sternlicht hold after this filing?

After this award, entities controlled by Barry Sternlicht hold 3,405,892 shares of Starwood Property Trust common stock indirectly. He also reports 14,296,027 shares held directly, giving investors a view of both indirect and direct reported positions.

Was the 111,589-share STWD transaction a market purchase or a grant?

The 111,589-share transaction was a grant of restricted shares, reported at a price of $0.0000 per share. It represents compensation paid in stock to the external manager, rather than an open-market buy or sell by Barry Sternlicht.

Why did SPT Management, LLC receive 111,589 STWD restricted shares?

SPT Management, LLC received 111,589 restricted shares of Starwood Property Trust as payment of 50% of an incentive fee under the Management Agreement. Some shares were then distributed to certain employees and other affiliated persons of the manager.

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

No. Barry Sternlicht disclaims beneficial ownership of the indirectly held Starwood Property Trust shares, except to the extent of his pecuniary interest. The shares are held by entities he directly or indirectly controls, including SPT Management, LLC, SFIP, LLC, and JAWS Capital, LP.