How did Starwood Real Estate Income Trust (SWDR) change its share repurchase plan?

Starwood Real Estate Income Trust limited share repurchases to death or qualifying disability redemptions and accounts under $5,000 , each group subject to available funds and capped at $5 million per month . All other repurchase requests will no longer be accepted under the amended plan.

When do the share repurchase changes at Starwood Real Estate Income Trust (SWDR) take effect?

The amended share repurchase plan is effective April 29, 2026 , starting with repurchases submitted during April 2026. From that point, only requests tied to death or qualifying disability and accounts below $5,000 , each capped at $5 million per month , will be considered.

Starwood REIT (SWDR) trims distributions and sharply limits share repurchases

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Starwood Real Estate Income Trust, Inc. amended its share repurchase plan effective April 29, 2026. Repurchases will now be limited to requests made upon the death or qualifying disability of individual stockholders and to accounts with balances below $5,000, each category subject to available funds and capped at $5 million per month. All other repurchase requests will not be accepted. The company is also reducing its monthly distribution on common stock beginning with the distribution to holders of record as of April 30, 2026, aiming to align payouts with other public non-listed REITs and preserve long-term value. Future distributions remain at the board’s discretion with no assurance of amount.

Positive

None.

Negative

Share liquidity significantly curtailed as the repurchase plan now accepts requests only for death or qualifying disability cases and small accounts, with each category capped at $5 million per month if funds are available.
Monthly common stock distribution reduced, starting with holders of record as of April 30, 2026, with explicit caution that future distribution amounts are not assured and remain at the board’s discretion.

Insights

Starwood REIT is tightening liquidity and cutting cash distributions to investors.

Starwood Real Estate Income Trust is sharply restricting its share repurchase plan. Going forward, redemptions are only allowed for stockholders who die or suffer a qualifying disability and for accounts under $5,000, each bucket limited to $5 million per month if funds are available.

The company is also reducing its monthly distribution on common stock starting with shareholders of record as of April 30, 2026. The advisor and board cite a desire to bring distributions in line with other public, non-listed REITs and to preserve long-term value for stockholders, while stating that distribution levels will be reassessed based on market conditions.

For investors who relied on liquidity through the repurchase plan or on a higher cash distribution, these changes represent a meaningful shift. Future capital return will depend on board decisions, and the filing emphasizes that there is no assurance regarding the amount of any distributions going forward.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Death/disability repurchase cap: $5 million per month Small-account repurchase cap: $5 million per month Small-account balance threshold: $5,000 +1 more

4 metrics

Death/disability repurchase cap $5 million per month Limit for repurchases upon death or qualifying disability, effective April 29, 2026

Small-account repurchase cap $5 million per month Limit for repurchases of accounts with balances below $5,000

Small-account balance threshold $5,000 Accounts below this balance may be repurchased in full, subject to funds and monthly cap

Record date for reduced distribution April 30, 2026 First distribution subject to the new, lower monthly rate

Key Terms

share repurchase plan, distributions, forward-looking statements, Emerging growth company, +1 more

5 terms

distributions financial

"The Company is reducing the monthly distribution paid on its common stock"

Distributions are payments a company, fund, or trust gives to its shareholders or unitholders, usually as cash or extra shares, drawn from profits, investment gains, or sometimes a return of the original money invested. They matter to investors because distributions provide income and affect the value and tax treatment of holdings—like getting a paycheck from an asset or receiving a slice of a shared pie that reduces the pie’s remaining size.

forward-looking statements regulatory

"This material contains forward-looking statements within the meaning of the federal securities laws"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Risk Factors regulatory

"those described under the section entitled “Risk Factors” in the Company’s annual report"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

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

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 04/29/2026 - 05:03 PM

FAQ

What is the new distribution policy disclosed by Starwood Real Estate Income Trust (SWDR)?

The company is reducing its monthly distribution on common stock beginning with stockholders of record as of April 30, 2026. Management says the goal is to align distributions with other public, non-listed REITs and preserve long-term value, while stressing that future distribution amounts are not guaranteed.

Why is Starwood Real Estate Income Trust (SWDR) reducing its monthly distributions?

The advisor and board state they are reducing distributions to bring the rate in line with other public, non-listed REITs and to preserve long-term stockholder value. They note that distribution decisions will continue to reflect market conditions and remain at the board’s discretion.

Does Starwood Real Estate Income Trust (SWDR) guarantee future distributions after this change?

No, the company explicitly states that the timing and amount of distributions are at the board’s discretion. It adds that no assurance can be made regarding the amount of any future distributions, underscoring the potential variability in investor cash payouts.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 29, 2026

STARWOOD REAL ESTATE INCOME TRUST, INC.

(Exact Name of Registrant as Specified in Its Charter)



Maryland	000-56046	82-2023409
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2340 Collins Avenue Miami Beach, FL 33139

(Address of principal executive offices, including zip code)

(305) 695-5500

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


	☐	Written communications pursuant to Rule 425 under the Securities Act


	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act


	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act


	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act: None



Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 8.01.	Other Events.

Share Repurchase Plan

Effective April 29, 2026, the Company’s board of directors (the “Board”) amended the Company’s share repurchase plan (the “SRP”), 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. As a result, no repurchase requests will be accepted except in connection with (i) and (ii) above.

Distributions

The Company is reducing the monthly distribution paid on its common stock commencing with the distribution to holders of record as of the close of business on April 30, 2026. Starwood REIT Advisors, L.L.C. (the “Advisor”) and the Board considered a range of factors in making this determination, including making the Company’s distribution in line with other public, non-listed REITs and preserving long-term value for its stockholders. The Advisor and the Board will continue to evaluate the Company’s distribution rate based on market conditions. The timing and amount of distributions are at the discretion of the Board and, as such, no assurance can be made as to the amount of any future distributions.

The Company’s letter to stockholders regarding the amendment to the share repurchase plan and distributions is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Forward-Looking Statement Disclosure

This material contains forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology such as “outlook,” “indicator,” “believes,” “expects,” “potential,” “continues,” “identified,” “may,” “will, “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “confident,” “conviction” or other similar words or the negatives thereof. These may include financial estimates and their underlying assumptions, statements about plans, objectives, intentions, and expectations with respect to positioning, including the impact of macroeconomic trends and market forces, acquisitions, dispositions, liquidity, future operations, future performance, distributions and the Company’s share repurchase plan. Such forward-looking statements are inherently subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in such statements. The Company believes these factors include but are not limited to those described under the section entitled “Risk Factors” in the Company’s annual report for the most recent fiscal year, and any such updated factors included in the Company’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document (or the Company’s public filings). Except as otherwise required by federal securities laws, the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Description

99.1		Letter to Stockholders, dated April 29, 2026

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	STARWOOD REAL ESTATE INCOME TRUST, INC.

Date: April 29, 2026	By:	/s/ Matthew Guttin
		Matthew Guttin
		Chief Compliance Officer and Secretary

EXHIBIT 99.1

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Press Releases

EX-99.1 EX-99.1 3.7 KB