Starwood REIT forms $1.02B Apollo joint venture

Starwood Real Estate Income Trust, Inc. formed a joint venture with funds managed by Apollo Global Management to own, operate and manage a portfolio of approximately 120 U.S. affordable housing properties.

Rhea-AI Filing Summary

Starwood Real Estate Income Trust, Inc. formed a joint venture with funds managed by Apollo Global Management to own, operate and manage a portfolio of approximately 120 U.S. affordable housing properties. Apollo invested $1.02 billion for Class B units representing 41.5% of the joint venture’s equity, while Starwood holds Class A units representing 58.5% and retains full asset management responsibility and operational control. Starwood will consolidate the joint venture and classify Apollo’s stake as a redeemable noncontrolling interest, with no gain or loss at formation. Proceeds are designated to repay a significant portion of Starwood’s credit facility, reducing interest expense and improving operating cash flow.

Starwood guarantees Apollo a minimum annual yield on its investment, which increases over time, and is responsible for related payments. Starwood holds a call option to redeem Apollo’s interest; if exercised between the fifth and 10th anniversaries, the price is set to deliver a capped 7% internal rate of return to Apollo. A new risk factor explains that failing to exercise the buyout option around the fifth anniversary can trigger growing minimum yield, make-whole and other contingent payment obligations, potentially requiring cash payments even when portfolio cash flow is insufficient and, if unmet, could grant Apollo certain governance rights and materially affect liquidity, financial condition and distributions.

Filing Explained

The supplement reports that the Apollo joint venture was consummated on August 3, 2026, so the disclosed ownership and payment arrangements are in effect as a completed transaction rather than a proposal.

Key Figures

Apollo investment: $1.02 billion Properties in JV portfolio: approximately 120 properties Apollo equity interest: 41.5% +4 more

7 metrics

Apollo investment $1.02 billion High-grade investment in the affordable housing joint venture

Properties in JV portfolio approximately 120 properties Affordable housing properties located in the United States

Apollo equity interest 41.5% Class B Common Units in the joint venture

Starwood equity interest 58.5% Class A Common Units in the joint venture

Capped internal rate of return 7% IRR cap to Apollo if call option exercised between fifth and 10th anniversaries

Call option window between fifth and 10th anniversary Period when call price is calculated to deliver capped 7% IRR

Buyout option risk window between fifth and 12th anniversary Period referenced for exercising the Apollo buyout option in the risk factor

Key Terms

redeemable noncontrolling interest, minimum yield, make-whole contributions, internal rate of return, +1 more

5 terms

redeemable noncontrolling interest financial

"Apollo’s interest will be classified as a redeemable noncontrolling interest"

A redeemable noncontrolling interest is a minority ownership stake in a business that the minority owner can require to be bought back for cash or that must be redeemed under set conditions. Investors care because it is not permanent equity: it represents a foreseeable cash obligation and can reduce the parent company’s reported equity and available cash, much like a loan from a roommate you must repay on request rather than shared ownership of the house.

minimum yield financial

"We will guarantee Apollo receives distributions that would result in an annual minimum yield"

make-whole contributions financial

"including minimum yield payments, make-whole contributions and other contingent payment obligations"

internal rate of return financial

"the call price will be calculated to ensure a capped internal rate of return of 7% to Apollo"

A percentage that represents the annualized yield an investment would earn, taking into account the timing and amount of all cash inflows and outflows; mathematically it is the rate that makes the discounted sum of future cash flows equal the initial cost. Investors use it to compare different projects or deals the way they compare interest rates — a higher internal rate of return suggests a stronger potential payoff, but it does not by itself show risk, scale, or timing nuances.

governing rights financial

"Apollo may be entitled to governing rights with respect to the joint venture’s portfolio"

FAQ

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

What joint venture did Starwood Real Estate Income Trust (SWDR) form with Apollo?

Starwood formed a joint venture with Apollo funds to own about 120 U.S. affordable housing properties. Apollo invested $1.02 billion for 41.5% of the equity, while Starwood retains 58.5% and full asset management and operational control of the portfolio.

How will Starwood (SWDR) use the $1.02 billion Apollo investment?

The $1.02 billion investment proceeds will be used to repay a significant portion of Starwood’s credit facility. This is expected to immediately reduce interest expense and improve operating cash flow as part of a broader plan to improve liquidity and enhance stockholder returns.

What yield guarantee does Starwood (SWDR) provide to Apollo in the joint venture?

Starwood guarantees Apollo an annual minimum yield on its joint venture investment, which increases over time. Starwood is responsible for making these minimum yield and related payments, even if the portfolio’s distributable cash flow is insufficient to cover them.

When can Starwood (SWDR) redeem Apollo’s interest and what is the target return?

Starwood has a call option to redeem Apollo’s interest, including between the fifth and 10th anniversaries of closing. If exercised in that window, the call price is calculated to provide Apollo a capped 7% internal rate of return, after prior distributions.

What are the risks if Starwood (SWDR) does not exercise the Apollo buyout option?

If Starwood delays or declines the buyout around the fifth anniversary, it faces increasing minimum yield, make-whole and other contingent payment obligations. These may strain liquidity, reduce cash for redemptions or distributions, and could grant Apollo governance rights if obligations are not met.

How could the Apollo joint venture affect Starwood’s (SWDR) ability to manage its assets?

Growing payment obligations and potential governance rights for Apollo may limit Starwood’s flexibility to manage, refinance, sell or monetize joint venture assets. Underperformance of the portfolio could materially impact liquidity, financial condition, results of operations and distributions to stockholders.

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

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Available on EDGAR 08/04/2026 - 04:30 PM Accepted by SEC EDGAR 08/04/2026 - 04:08 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-288705

STARWOOD REAL ESTATE INCOME TRUST, INC.

SUPPLEMENT NO. 6 DATED AUGUST 4, 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 formation of a new joint venture; and

•to disclose certain updates to our Prospectus.

Formation of Joint Venture with Apollo Global Management

On August 3, 2026 (the “Closing Date”), we, through one or more subsidiaries, consummated a transaction with funds managed by and affiliates of Apollo Global Management (“Apollo”) to form a joint venture structured as a Delaware limited liability company that will own, operate and manage a portfolio consisting of approximately 120 of our affordable housing properties located in the United States. Apollo made a $1.02 billion high-grade investment in the joint venture in exchange for Class B Common Units representing 41.5% of the equity interests in the joint venture. We hold Class A Common Units representing 58.5% of the equity interests in the joint venture and retain full asset management responsibility and operational control of the portfolio. We will consolidate the Joint Venture and will classify Apollo’s interest as a redeemable noncontrolling interest, with no gain or loss recognized on formation.

Proceeds from the transaction will be used to repay a significant portion of our credit facility, immediately reducing interest expense and improving operating cash flow. The transaction is a critical step in our broader plan to improve liquidity, enhance stockholder returns and position us for long-term performance.

Under the terms of the joint venture agreement, we will make distributions of a portion of available cash generated by the portfolio to Apollo. We will guarantee Apollo receives distributions that would result in an annual minimum yield on Apollo’s investment in the Joint Venture, which is investment-grade rated. The annual minimum yield increases over time, and we are responsible for the payment of such yield.

We have a call option to redeem Apollo’s interest in the Joint Venture, exercisable at certain times. If exercised between the fifth and 10th anniversary of the Closing Date, the call price will be calculated to ensure a capped internal rate of return of 7% to Apollo. The longer Apollo remains in the Joint Venture, additional financial obligations will be imposed on us.

Prospectus Updates

The following risk factor is added to the section of the Prospectus “Risk Factors—General Risks Related to Investments in Real Estate.”

Failure to exercise the Apollo buyout option may increase our payment obligations and limit our operating flexibility.

Between the fifth and 12th anniversary of the closing of our joint venture with Apollo, and at certain intervals thereafter, we have the right, in our discretion, to exercise a call option to redeem Apollo’s interest in the joint venture at a price designed to provide Apollo with its target return, after taking into account prior distributions. If we do not exercise that right at or shortly after the fifth anniversary, we will be subject to increased payment obligations and economic constraints, including minimum yield payments, make-whole contributions and other contingent payment obligations, which increase each year Apollo remains an investor in the joint venture. These obligations could require us to make cash payments even if the underlying assets do not generate sufficient distributable cash flow, which could reduce cash available for other corporate purposes, investments, stockholder redemptions or distributions to our stockholders. Delaying or declining to exercise the buyout option will make a future redemption of Apollo’s interests more expensive. Additionally, if we cannot satisfy the payment obligations, Apollo may be entitled to governing rights with respect to the joint venture’s portfolio. These rights and obligations may limit our ability to manage, refinance, sell or otherwise monetize the underlying assets on the timing or terms we would otherwise prefer. If the joint venture underperforms, these consequences could have a material adverse effect on our liquidity, financial condition, results of operations and ability to make distributions to our stockholders.

SREIT-SUP6-0826

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