Starwood Property Trust (NYSE: STWD) grants manager 670,000 RSUs

Rhea-AI Filing Summary

STERNLICHT BARRY S reported acquisition or exercise transactions in this Form 4 filing.

STARWOOD PROPERTY TRUST, INC. reported that entities controlled by CEO and Chairman Barry Sternlicht received a grant of 670,000 restricted stock units under the 2022 Manager Equity Plan. Each unit represents a contingent right to one share of common stock.

The award was granted to the company’s external manager and will vest ratably in quarterly installments through December 31, 2028, subject to the manager’s continued service. Following this grant, controlled entities report 2,003,336 restricted stock units and 3,768,072 shares held indirectly, while Sternlicht also holds 14,227,455 common shares directly.

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

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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)
03/10/2026

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								3,768,072	I	By controlled entities(1)
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
Restricted Stock Units	(2)	03/10/2026		A		670,000(3)		(3)	(3)	Common Stock	670,000	$0	2,003,336(4)	I	By controlled entities(1)

Explanation of Responses:

1. Represents shares of the issuer's common stock held by entities directly or indirectly controlled by Mr. Sternlicht, including SPT Management, LLC, the issuer's external manager (the "Manager"), SFIP, LLC and JAWS Capital, LP.

2. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.

3. On March 10, 2026, the issuer granted to the Manager an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan consisting of 670,000 restricted stock units (the "2026 RSUs"). The 2026 RSUs will vest ratably in quarterly installments through December 31, 2028, 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.

4. Represents the 1,300,000 restricted stock units originally granted to the Manager on March 4, 2024 as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan (the "2024 RSUs"), the 1,350,000 restricted stock units originally granted to the Manager on March 6, 2025 as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan (the "2025 RSUs") and the 670,000 2026 RSUs granted to the Manager, less those 2024 RSUs and 2025 RSUs that have already vested and been converted into shares of the issuer's common stock.

	/s/ Barry S. Sternlicht	03/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did STARWOOD PROPERTY TRUST (STWD) disclose in this Form 4?

STARWOOD PROPERTY TRUST disclosed a grant of 670,000 restricted stock units to its external manager, through entities controlled by CEO Barry Sternlicht. Each unit is a right to receive one share of common stock, vesting over time under the 2022 Manager Equity Plan.

How many restricted stock units were granted in the STWD manager award?

The external manager received 670,000 restricted stock units in this award. These 2026 RSUs add to prior 2024 and 2025 RSU grants under the same 2022 Manager Equity Plan, with the reported RSU balance reflecting only unvested portions not yet converted into common shares.

What is the vesting schedule for the 670,000 STWD restricted stock units?

The 670,000 restricted stock units vest ratably in quarterly installments through December 31, 2028. Settlement occurs in common shares promptly following each quarterly vesting date, but no later than 30 days after, assuming the external manager continues serving as STARWOOD PROPERTY TRUST’s manager.

Who actually received the STWD restricted stock unit grant reported for Barry Sternlicht?

The grant was made to STARWOOD PROPERTY TRUST’s external manager, SPT Management, LLC, and related controlled entities. Barry Sternlicht is reported as the filer because he directly or indirectly controls these entities, which collectively hold the restricted stock units and certain common stock positions.

How many STARWOOD PROPERTY TRUST shares does Barry Sternlicht hold after this Form 4?

After the reported transactions, Sternlicht holds 14,227,455 shares of STARWOOD PROPERTY TRUST common stock directly and 3,768,072 shares indirectly via controlled entities. Those entities also report 2,003,336 restricted stock units that may convert into additional common shares as they vest.

Is the 670,000 RSU grant for STWD a market purchase or sale of shares?

The 670,000-unit award is a compensation-related grant, not an open-market trade. It provides a contingent right to receive common shares over time, subject to vesting conditions, rather than an immediate cash purchase or sale of STARWOOD PROPERTY TRUST stock in the market.