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  4. [Form 4] Starwood Real Estate Income Trust, Inc. Insider Trading Activity

Barry Sternlicht (SWDR) sells 941,662 Starwood REIT shares for taxes

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Starwood Real Estate Income Trust, Inc. director Barry Sternlicht, through entities including Starwood REIT Advisors L.L.C. and Starwood Real Estate Income Holdings, L.P., executed an open-market sale of 941,662 Class I Common Shares at $19.75 per share on April 1, 2026. The shares were sold to cover taxes associated with management fees taken in shares. Following the transaction, indirect holdings totaled 6,320,880 shares, and a footnote states that 3,937,602 reportable securities are owned by Mr. Sternlicht personally, including shares acquired through the issuer's Distribution Reinvestment Plan.

Positive

  • None.

Negative

  • None.
Insider STERNLICHT BARRY S
Role Director
Sold 941,662 shs ($18.60M)
Type Security Shares Price Value
Sale Class I Common Shares 941,662 $19.75 $18.60M
Holdings After Transaction: Class I Common Shares — 6,320,880 shares (Indirect, By Starwood REIT Advisors L.L.C., Starwood Real Estate Income Holdings, L.P. and Barry Sternlicht.)
Footnotes (3)
  1. F1. Shares sold to cover taxes associated with management fees taken in shares.
  2. F2. Includes shares acquired through Issuer's Distribution Reinvestment Plan.
  3. F3. 3,937,602 of Reportable Securities are owned by Mr. Sternlicht personally.
Shares sold 941,662 shares Class I Common Shares sold on April 1, 2026
Sale price per share $19.75 per share Price for 941,662 Class I Common Shares
Shares after transaction 6,320,880 shares Total indirect holdings following the sale
Personally owned securities 3,937,602 shares Reportable securities owned by Barry Sternlicht personally
Net shares sold 941,662 shares Net-sell direction in transaction summary
Class I Common Shares financial
"executed an open-market sale of 941,662 Class I Common Shares at"
Distribution Reinvestment Plan financial
"Includes shares acquired through Issuer's Distribution Reinvestment Plan."
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.
management fees taken in shares financial
"Shares sold to cover taxes associated with management fees taken in shares."
open-market sale financial
"executed an open-market sale of 941,662 Class I Common Shares"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What did Barry Sternlicht report in this Form 4 for SWDR?
Barry Sternlicht reported an open-market sale of 941,662 Class I Common Shares at $19.75 per share. The filing explains the shares were sold to cover taxes related to management fees taken in shares, rather than a discretionary portfolio move.

How many Starwood Real Estate Income Trust shares did Sternlicht sell?
He sold 941,662 Class I Common Shares in a single reported transaction. The sale was described as an open-market transaction and was undertaken to cover tax obligations tied to management fees that had been received in shares instead of cash.

What price did the SWDR shares sell for in Sternlicht’s transaction?
The reported sale price was $19.75 per Class I Common Share. This price applies to the 941,662 shares sold in the open-market transaction reported on the Form 4 for Starwood Real Estate Income Trust, Inc.

How many Starwood REIT shares does Sternlicht hold after this sale?
After the sale, total indirect holdings were reported as 6,320,880 shares. A footnote further clarifies that 3,937,602 of the reportable securities are owned by Barry Sternlicht personally, with some shares acquired through the issuer's Distribution Reinvestment Plan.

Why were the SWDR shares sold according to the Form 4 footnotes?
The footnotes state the shares were sold to cover taxes associated with management fees taken in shares. This indicates the disposition was tied to tax obligations on compensation rather than a purely discretionary sale of Starwood Real Estate Income Trust equity.

How are Sternlicht’s Starwood REIT holdings structured?
The filing lists indirect ownership through Starwood REIT Advisors L.L.C. and Starwood Real Estate Income Holdings, L.P., along with Barry Sternlicht. It also notes 3,937,602 reportable securities are owned personally, including shares acquired via the issuer’s Distribution Reinvestment Plan.
SEC Form 4
FORM 4UNITED 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)
2340 COLLINS AVENUE
(Street)
MIAMI BEACH FLORIDA 33139
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Starwood Real Estate Income Trust, Inc. [ N/A ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class I Common Shares04/01/2026S(1)941,662D$19.756,320,880(2)IBy Starwood REIT Advisors L.L.C., Starwood Real Estate Income Holdings, L.P. and Barry Sternlicht.(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares sold to cover taxes associated with management fees taken in shares.
2. Includes shares acquired through Issuer's Distribution Reinvestment Plan.
3. 3,937,602 of Reportable Securities are owned by Mr. Sternlicht personally.
/s/ Matthew Guttin, Attorney-in-Fact04/06/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR