STOCK TITAN

Starwood REIT (SWDR) sets July 1 prices; Offering capacity $10.0B

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(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Starwood Real Estate Income Trust, Inc. provided a supplement disclosing its July 1, 2026 transaction prices, NAV calculation details, share repurchase activity, offering status and a management appointment. The July 1, 2026 transaction prices equal each class's NAV per share as of May 31, 2026: Class S $19.72, Class T $19.72, Class D $19.30, Class I $19.54.

The supplement shows total NAV of $7,986,121 and 407,385 outstanding shares/units as of May 31, 2026. The board amended repurchase limits and accepted approximately $4.8M in April 2026 and $2.3M in May 2026 under the repurchase plan. The Offering remains effective for up to $10.0 billion of shares; to date the company sold shares in the primary offering for proceeds of approximately $3.8M and DRIP purchases totaling approximately $36.2M. On May 18, 2026, John Gonnella was added to the Advisor’s Investment Committee.

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Insights

Supplement updates NAV, repurchase activity, offering capacity, and a Committee appointment.

The supplement reports a $7,986,121 total NAV and class NAV per share figures as of May 31, 2026, and states the July 1, 2026 transaction prices equal those NAVs. It lists weighted discount-rate and exit-capitalization assumptions used in DCF valuations.

Key dependencies include the Advisor-determined valuations, independent valuation review, and the stated sensitivity scenarios. Subsequent filings or monthly NAV postings will show whether valuation assumptions or outstanding counts materially change.

Offering remains a large continuous shelf; modest near-term issuance reported.

The prospectus supplement confirms the Offering declared effective and authorized to offer up to $10.0 billion, with $3.8M raised in the primary offering and $36.2M via the distribution reinvestment plan to date. The company intends to continue monthly sales.

Repurchase activity was small ($4.8M in April, $2.3M in May) and the board set monthly caps for specified repurchase categories. Cash-flow treatment for issuance/repurchases is stated in raw figures within the supplement.

Total NAV $7,986,121 Net asset value as of May 31, 2026
Outstanding shares/units 407,385 Number of outstanding shares/units as of May 31, 2026
Class S NAV per share $19.72 NAV per share as of May 31, 2026; July 1, 2026 transaction price
Class D NAV per share $19.30 NAV per share as of May 31, 2026; July 1, 2026 transaction price
Aggregate Offering capacity $10.0 billion Offering declared effective to offer up to this amount
Primary offering proceeds to date $3.8M Proceeds from primary offering as reported in the supplement
DRIP purchases to date $36.2M Value of shares purchased via distribution reinvestment plan
Accrued stockholder servicing fees (GAAP) $210.1M Accrued servicing fees payable as of May 31, 2026
NAV per share financial
"The July 1, 2026 transaction price for each of our share classes is equal to such classs NAV per share as of May 31, 2026."
NAV per share is the value of a fund or company's assets minus its liabilities, divided by the number of shares outstanding — think of it as the price of one slice of a pie made from all the holdings. Investors use it to judge whether a share’s market price is fair: if the market price is lower than NAV per share, shares may be trading at a discount; if higher, at a premium.
distribution reinvestment plan financial
"We have adopted a distribution reinvestment plan whereby stockholders ... will have their cash distributions automatically reinvested in additional shares"
An automatic program that uses cash distributions—such as dividends or other payouts—from a stock or fund to buy additional shares of the same security instead of handing out cash to the investor. Think of it like using store credit you’d otherwise pocket to buy more items: it makes your holding grow over time without you having to manually reinvest, which can compound returns, reduce transaction costs and change the timing of taxable income.
stockholder servicing fees regulatory
"As of May 31, 2026, we have accrued under GAAP $210.1 million of stockholder servicing fees payable to the Dealer Manager"
Operating Partnership units financial
"Includes the Operating Partnership units held by the Special Limited Partner and other third parties."
Operating partnership units are ownership stakes in a limited partnership that typically sits under a real estate investment trust or similar corporate structure; each unit represents a claim on the partnership’s cash flow and assets and is often convertible into the parent company’s common shares. For investors, these units matter because they convey economic interest and potential voting influence, can be used to compensate managers, and may dilute or change the value of common shares — think of them as second-layer shares that interact with the main stock like shares in a holding company.
Offering Type primary

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FAQ

What are the July 1, 2026 transaction prices for SWDR share classes?

The July 1, 2026 transaction prices equal the May 31, 2026 NAVs: Class S $19.72, Class T $19.72, Class D $19.30, and Class I $19.54. These prices apply to subscriptions accepted as of July 1, 2026.

What was Starwood REIT's total NAV and shares outstanding as of May 31, 2026?

Total net asset value was $7,986,121 with 407,385 outstanding shares/units as of May 31, 2026. NAV per share is presented by class in the supplement.

How large is the current public Offering disclosed in the supplement (SWDR)?

The Offering is effective to offer up to $10.0 billion of common stock, consisting of up to $9.5 billion primary and up to $0.5 billion via the distribution reinvestment plan, according to the supplement.

How much has the company sold so far in the Offering and DRIP?

To date the company issued and sold shares in the primary offering for approximately $3.8M and sold approximately $36.2M of shares via the distribution reinvestment plan, per the supplement.

What recent changes were made to the share repurchase plan?

Effective April 29, 2026, the board limited monthly repurchases for death/qualifying disability and accounts below $5,000 to $5 million per month; the company accepted about $4.8M in April and $2.3M in May under the plan.

Who was added to the Advisor’s Investment Committee (SWDR)?

On May 18, 2026, John Gonnella was appointed to the Advisor’s Investment Committee; he is Senior Managing Director and Head of Asset Management, U.S. at Starwood Capital Group.

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-288705

 

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 4 DATED JUNE 15, 2026

TO THE PROSPECTUS DATED APRIL 7, 2026

This prospectus supplement (“Supplement”) is part of and should be read in conjunction with the prospectus of Starwood Real Estate Income Trust, Inc., dated April 7, 2026 (as supplemented to date, the “Prospectus”). Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus. References herein to the “Company,” “we,” “us,” or “our” refer to Starwood Real Estate Income Trust, Inc. and its subsidiaries unless the context specifically requires otherwise.

The purposes of this Supplement are as follows:

to disclose the transaction price for each class of our common stock as of July 1, 2026;
to disclose the calculation of our May 31, 2026 NAV per share for each class of our common stock;
to provide an update on our share repurchase requests;
to provide an update on the status of our current public offering (the “Offering”);
to disclose an update regarding changes to our management; and
to disclose certain updates to our Prospectus.

 

July 1, 2026 Transaction Price

The transaction price for each share class of our common stock for subscriptions accepted as of July 1, 2026 (and repurchases as of June 30, 2026) is as follows:

 

 

Transaction Price
(per share)

 

Class S

 

$

19.72

 

Class T

 

$

19.72

 

Class D

 

$

19.30

 

Class I

 

$

19.54

 

 

The July 1, 2026 transaction price for each of our share classes is equal to such class’s NAV per share as of May 31, 2026. A detailed presentation of the NAV per share is set forth below. The purchase price of our common stock for each share class equals the transaction price of such class, plus applicable upfront selling commissions and dealer manager fees.

 

May 31, 2026 NAV Per Share

 

NAV per share is calculated in accordance with the valuation guidelines that have been approved by our board of directors. Our NAV per share, which is updated as of the last calendar day of each month, is posted on our website at www.starwoodNAV.reit. Please refer to “Net Asset Value Calculation and Valuation Guidelines” in the Prospectus for information on how our NAV is determined. The Advisor is ultimately responsible for determining our NAV. We have included a breakdown of the components of total NAV and NAV per share as of May 31, 2026 along with the immediately preceding month.

 

 

 

 

 

 

 

 

 

 

 

SREIT-SUP4-0626

1

 

 


Our total NAV presented in the following tables includes the NAV of our Class S, Class T, Class D, and Class I common shares, as well as partnership interests of the Operating Partnership held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of May 31, 2026 ($ and shares/units in thousands):

 

Components of NAV

 

May 31, 2026

 

Investments in real estate

 

$

20,966,286

 

Investment in real estate debt

 

 

990,752

 

Cash and cash equivalents

 

 

183,551

 

Restricted cash

 

 

233,382

 

Other assets

 

 

157,221

 

Debt obligations

 

 

(11,796,022

)

Secured financings on investments in real estate debt

 

 

(594,451

)

Subscriptions received in advance

 

 

 

Other liabilities

 

 

(2,019,687

)

Performance participation accrual

 

 

 

Management fee payable

 

 

(6,687

)

Accrued stockholder servicing fees (1)

 

 

(2,630

)

Non-controlling interests in consolidated entities

 

 

(125,594

)

Net asset value

 

$

7,986,121

 

Number of outstanding shares/units

 

 

407,385

 

 

(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of May 31, 2026, we have accrued under GAAP $210.1 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.

 

The following table provides a breakdown of our total NAV and NAV per share, by share class, as of May 31, 2026 ($ and shares/units in thousands, except per share/unit data):

 

NAV Per Share

 

Class S
Shares

 

 

Class T
Shares

 

 

Class D
Shares

 

 

Class I
Shares

 

 

Third-party Operating Partnership Units (1)

 

 

Total

 

Net asset value

 

$

3,407,206

 

 

$

90,199

 

 

$

469,591

 

 

$

3,628,482

 

 

$

390,643

 

 

$

7,986,121

 

Number of outstanding shares/units

 

 

172,811

 

 

 

4,573

 

 

 

24,332

 

 

 

185,679

 

 

 

19,990

 

 

 

407,385

 

NAV Per Share/Unit as of May 31, 2026

 

$

19.72

 

 

$

19.72

 

 

$

19.30

 

 

$

19.54

 

 

$

19.54

 

 

 

 

(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.

 

Set forth below are the weighted averages of the key assumptions in the discounted cash flow methodology used in the May 31, 2026 valuations, based on property types. Once we own more than one single-family, one self-storage and one extended stay investment, we will include the key assumptions for the property types.

 

Property Type

 

Discount
Rate

 

Exit
Capitalization
Rate

Multifamily

 

6.9%

 

5.5%

Industrial

 

7.3%

 

5.8%

Office

 

8.0%

 

6.8%

Other

 

8.3%

 

6.7%

 

 

 

 

 

 

 

 

2

 

 


These assumptions are determined by the Advisor and reviewed by our independent valuation advisor. A change in these assumptions would impact the calculation of the value of our property investments. For example, assuming all other factors remain unchanged, the changes listed below would result in the following effects on our investment values:

 

Input

 

Hypothetical
Change

 

Multifamily
Investment
Values

 

Industrial
Investment
Values

 

Office
Investment
Values

 

Other
Investment
Values

Discount Rate

 

0.25% decrease

 

+1.9%

 

+1.9%

 

+1.9%

 

+1.9%

(weighted average)

 

0.25% increase

 

(1.9)%

 

(1.9)%

 

(1.9)%

 

(1.8)%

Exit Capitalization Rate

 

0.25% decrease

 

+3.0%

 

+2.8%

 

+2.4%

 

+2.3%

(weighted average)

 

0.25% increase

 

(2.7)%

 

(2.6)%

 

(2.3)%

 

(2.1)%

 

The following table provides a breakdown of the major components of our NAV as of April 30, 2026 ($ and shares/units in thousands):

Components of NAV

 

April 30, 2026

 

Investments in real estate

 

$

20,965,046

 

Investment in real estate debt

 

 

989,994

 

Cash and cash equivalents

 

 

197,767

 

Restricted cash

 

 

222,691

 

Other assets

 

 

149,540

 

Debt obligations

 

 

(11,803,541

)

Secured financings on investments in real estate debt

 

 

(593,996

)

Subscriptions received in advance

 

 

(150

)

Other liabilities

 

 

(1,996,090

)

Performance participation accrual

 

 

 

Management fee payable

 

 

(6,698

)

Accrued stockholder servicing fees (1)

 

 

(2,553

)

Non-controlling interests in consolidated entities

 

 

(125,447

)

Net asset value

 

$

7,996,563

 

Number of outstanding shares/units

 

 

406,872

 

(1)
Stockholder servicing fees only apply to Class S, Class T and Class D shares. For purposes of NAV we recognize the stockholder servicing fee as a reduction of NAV on a monthly basis. Under accounting principles generally accepted in the United States of America (“GAAP”), we accrue the full cost of the stockholder servicing fee as an offering cost at the time we sell Class S, Class T and Class D shares. As of April 30, 2026, we have accrued under GAAP $212.5 million of stockholder servicing fees payable to the Dealer Manager related to the Class S, Class T and Class D shares sold.

 

The following table provides a breakdown of our total NAV and NAV per share, by share class, as of April 30, 2026 ($ and shares/units in thousands, except per share/unit data):

 

NAV Per Share

 

Class S
Shares

 

 

Class T
Shares

 

 

Class D
Shares

 

 

Class I
Shares

 

 

Third-party Operating Partnership Units (1)

 

 

Total

 

Net asset value

 

$

3,417,193

 

 

$

90,870

 

 

$

472,902

 

 

$

3,623,948

 

 

$

391,650

 

 

$

7,996,563

 

Number of outstanding shares/units

 

 

172,877

 

 

 

4,596

 

 

 

24,439

 

 

 

184,970

 

 

 

19,990

 

 

 

406,872

 

NAV Per Share/Unit as of April 30, 2026

 

$

19.77

 

 

$

19.77

 

 

$

19.35

 

 

$

19.59

 

 

$

19.59

 

 

 

 

(1)
Includes the Operating Partnership units held by the Special Limited Partner and other third parties.

 

Share Repurchase Request Update

 

Effective April 29, 2026, our board of directors amended our share repurchase plan, beginning with repurchases submitted during the month of April 2026 such that (i) repurchase requests made upon the death or qualifying disability of a stockholder who is a natural person will be repurchased in full to the extent there are available funds up to a limit of $5 million per month; and (ii) repurchase requests for accounts having a balance below $5,000 will be repurchased in full to the extent there are available funds up to a limit of $5 million per month.

3

 

 


In April 2026, we accepted approximately $4.8 million of common stock under our share repurchase plan, which represented all repurchase requests for such period made upon the death or qualifying disability of a stockholder and for accounts having a balance below $5,000.

In May 2026, we accepted approximately $2.3 million of common stock under our share repurchase plan, which represented all repurchase requests for such period made upon the death or qualifying disability of a stockholder and for accounts having a balance below $5,000.

 

Status of our Current Public Offering

 

This Offering was declared effective by the SEC on February 4, 2026 and we are currently offering on a continuous basis up to $10.0 billion in shares of common stock, consisting of up to $9.5 billion in shares in our primary offering and up to $0.5 billion in shares pursuant to our distribution reinvestment plan. As of the date hereof, we had issued and sold (i) 194,036 shares of our common stock (consisting of 21,074 Class S shares and 172,962 Class I shares) in the primary offering for total proceeds of approximately $3.8 million and (ii) 1,826,456 shares of our common stock (consisting of 864,116 Class S shares, 36,902 Class T shares, 70,794 Class D shares and 854,644 Class I shares) pursuant to our distribution reinvestment plan for a total value of approximately $36.2 million. As of May 31, 2026, our aggregate NAV was approximately $8.0 billion. We intend to continue selling shares in the Offering on a monthly basis.

 

Management Update

On May 18, 2026, John Gonnella was appointed as a member of the Advisor’s Investment Committee.

The following disclosure supplements the disclosure in the section of the Prospectus titled “Management—The Advisor and Starwood Capital.”

John Gonnella is a Senior Managing Director and Head of Asset Management, U.S. at Starwood Capital Group. In this role, Mr. Gonnella oversees the asset management of the firm’s U.S. equity investments. He is responsible for driving strategy, value creation, investment performance, and execution across a broad range of asset classes and geographies. He is also a member of Starwood’s Investment Committee. Prior to joining Starwood Capital, Mr. Gonnella served as Senior Managing Director and Head of Real Estate Asset Management at Centerbridge Partners, as well as Vice President at Northwood Investors and Associate with Morgan Stanley Real Estate Funds. Mr. Gonnella received a B.S. degree from the Stillman School of Business at Seton Hall University.

 

The following disclosure supersedes and replaces the seventh paragraph and table of the section of the Prospectus titled “Management—The Advisor and Starwood Capital.”

The Advisor’s Investment Committee process emphasizes a consensus-based approach to decision making among the members. The members of the Advisor’s Investment Committee, along with their respective positions at Starwood Capital, are as follows:

Name

Position at Starwood Capital

Barry Sternlicht

 Chief Executive Officer and Chairman of Starwood Capital

Jeffrey Dishner

 Vice Chairman

Jonathan Pollack

 President

Laura Mestel Rubin

 Senior Managing Director and Head of Portfolio and Risk Management

Austin Nowlin

 Senior Managing Director and Global Head of Capital Markets

Duncan MacPherson

 Senior Managing Director and Head of Debt for Europe*

Ethan Bing

 Senior Managing Director and Co-Head of U.S. Acquisitions

Nora Creedon

 Managing Director

Joseph Nieto

 Managing Director

John Gonnella

 

Senior Managing Director and Head of Asset Management

* For European Deals Only

 

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Prospectus Updates

 

The following suitability standard is hereby added to the section of the Prospectus titled “Suitability Standards.”

 

Minnesota Investors. A Minnesota investor’s aggregate investment in our company and other non-traded direct participation programs shall not exceed 10% of such investor’s liquid net worth at the time of investment in us. This concentration limit does not apply to investments made through the distribution reinvestment plan nor to an investor who is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.

 

The following disclosure supersedes and replaces the section of the Prospectus titled “Prospectus Summary—May I reinvest my cash distributions in additional shares?”

 

Q: May I reinvest my cash distributions in additional shares?

 

A: Yes. We have adopted a distribution reinvestment plan whereby stockholders (other than clients of certain participating broker-dealers and residents of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Minnesota, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington) will have their cash distributions automatically reinvested in additional shares of our common stock unless they elect to receive their distributions in cash. Clients of certain participating broker-dealers that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of our common stock. If you participate in our distribution reinvestment plan, the cash distributions attributable to the class of shares that you own will be automatically invested in additional shares of the same class. The purchase price for shares purchased under our distribution reinvestment plan is equal to the transaction price for such shares at the time the distribution is payable. Stockholders do not pay upfront selling commissions or dealer manager fees when purchasing shares under our distribution reinvestment plan; however, all outstanding Class T shares, Class S shares and Class D shares, including those purchased under our distribution reinvestment plan, are subject to ongoing stockholder servicing fees. Participants may terminate their participation in the distribution reinvestment plan with ten business days’ prior written notice to us. See “Description of Capital Stock—Distribution Reinvestment Plan” for more information regarding the reinvestment of distributions you may receive from us. For the complete terms of the distribution reinvestment plan, see Appendix A to this prospectus.

 

The following disclosure supersedes and replaces the first paragraph of the section of the Prospectus titled “Description of Capital Stock—Distribution Reinvestment Plan”

 

We have adopted a distribution reinvestment plan whereby stockholders (other than clients of certain participating broker-dealers that do not permit automatic enrollment in our distribution reinvestment plan and residents of Alabama, Arkansas, California, Idaho, Kansas, Kentucky, Maine, Maryland, Massachusetts, Minnesota, Nebraska, New Jersey, North Carolina, Ohio, Oregon, Vermont and Washington) will have their cash distributions automatically reinvested in additional shares of our common stock unless they elect to receive their distributions in cash. Clients of certain participating broker-dealers and residents of certain states that do not permit automatic enrollment in our distribution reinvestment plan will automatically receive their distributions in cash unless they elect to have their cash distributions reinvested in additional shares of our common stock. Any cash distributions attributable to the class or classes of shares owned by participants in the distribution reinvestment plan are immediately reinvested in our shares on behalf of the participants on the business day such distribution would have been paid to such stockholder. See the “Material U.S. Federal Income Tax Considerations” section of this prospectus for information concerning the U.S. federal income tax consequences of participating in the distribution reinvestment plan.

 

The Form of Subscription Agreement set forth in Appendix B of the Prospectus is hereby deleted and replaced with the Form of Subscription Agreement attached to this Supplement as Appendix A.

 

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