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Starwood Real Estate Income Trust, Inc. is the subject of a third-party tender offer by Cox Capital Partners Special Situations Fund, L.P., seeking to purchase up to 10,126,353 Class I Shares and 9,533,647 Class S Shares of the company under an Offer to Purchase dated March 5, 2026. This filing is Amendment No. 3 to the Schedule TO and the statement indicates it is a final amendment reporting the results of the tender offer; other terms remain as set forth in the Offer to Purchase.
Starwood Real Estate Income Trust, Inc. files Supplement No. 3 to its prospectus dated February 4, 2026 to update the Experts section and to include its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as attached to the Supplement dated March 20, 2026.
The Supplement states that the financial statements for the year ended December 31, 2025 were audited by Deloitte & Touche LLP and that the Form 10-K (excluding exhibits) is included as Appendix A. The Form 10-K discloses shares outstanding by class as of March 20, 2026 and summarizes the company’s business, risks and governance matters for the 2025 year.
Starwood Real Estate Income Trust, Inc. filed a Post-Effective Amendment No. 1 to its Registration Statement on Form S-11 (Registration No. 333-288705) pursuant to Rule 462(d), solely to add exhibits. The amendment attaches Exhibit 21.1 (Subsidiaries, incorporated by reference from the Annual Report on Form 10-K) and Exhibit 23.1 (consent of Deloitte & Touche LLP, filed herewith). The prospectus states the offering may commence as soon as practicable after this registration statement becomes effective.
Starwood Real Estate Income Trust, Inc., a non-traded, perpetual-life REIT sponsored by Starwood Capital, files its annual report describing its structure, strategy, offerings and risks. The company invests primarily in stabilized, income-oriented commercial real estate and related debt in the U.S. and Europe, aiming to provide current income and NAV appreciation.
As of December 31, 2025, it owned 402 consolidated properties, 878 single-family rental units, two unconsolidated ventures and one real estate debt investment, grouped into five segments. Since inception, public offerings have raised $14.3 billion of net proceeds, and a fourth public offering of up to $10.0 billion is underway. A DST capital-raising program launched in 2024 has raised about $62.2 million.
The REIT targets a leverage ratio between 50% and 65% of gross real estate assets but may exceed this temporarily, subject to a 300% of net assets charter cap. It has incurred GAAP net losses, with a ($691.6) million loss in 2025 and an accumulated deficit of ($4.8) billion, and may continue to post losses.
The report highlights that there is no public market for the shares and that liquidity is limited to a share repurchase plan with strict monthly and quarterly caps, which have been consistently exceeded since October 2022. Distributions are not guaranteed and may be funded from asset sales, borrowings or offering proceeds, not solely from cash flow from operations.
Starwood Real Estate Income Trust, Inc. filed a prospectus supplement updating its public offering and NAVs. The Offering is a continuous public offering declared effective on February 4, 2026
The supplement discloses the April 1, 2026 transaction prices (Class S $19.92; Class T $19.93; Class D $19.50; Class I $19.75), the February 28, 2026 NAV per share by class, an update on share repurchase request fulfillment for January and February 2026, and the status of the current public offering (up to $10.0 billion aggregate).
Starwood Real Estate Income Trust, Inc. is the subject of a third-party tender offer by Cox Capital Partners Special Situations Fund, L.P., to purchase up to 10,126,353 Class I Shares and 9,533,647 Class S Shares under the Offer to Purchase dated March 5, 2026. This filing is Amendment No. 2 to the Schedule TO and reports changes to the Offer to Purchase: certain threatened-action references now require that the threat be made "in writing" and the conditions of the offer were amended to expand and clarify force‑majeure and market-disruption triggers, including trading suspensions, banking moratoria, credit restrictions, war or calamity, and material currency or exchange-rate changes.
Starwood Real Estate Income Trust, Inc. is the subject of a third-party tender offer by Cox Capital Partners Special Situations Fund, L.P. The Offer seeks to purchase up to 10,126,353 Class I Shares and 9,533,647 Class S Shares pursuant to the Offer to Purchase dated March 5, 2026, upon the terms and subject to the conditions set forth in the Offer to Purchase. This Amendment No. 1 supplements the Schedule TO by adding exhibits, including internet advertisements and media transcripts, and otherwise incorporates the original Schedule TO by reference.
Starwood Real Estate Income Trust, Inc. recommends that stockholders reject an unsolicited tender offer to purchase up to 19,660,000 shares of its common stock — 9,533,647 Class S and 10,126,353 Class I — at $14.30 and $15.00 per share, respectively.
The Board, a majority of whom are independent, reviewed the Offer and unanimously concluded it should be rejected. As of March 4, 2026, the Company had 173,519,281 Class S shares and 184,917,104 Class I shares issued and outstanding. The Board notes a disputed public claim by the Offerors about outstanding redemption requests and states the Offerors' press release overstates that figure.
Starwood Real Estate Income Trust, Inc. is the subject of a cash tender offer by Cox Capital Partners Special Situations Fund, L.P. to purchase up to 10,126,353 Class I Shares at $15.00 per share and up to 9,533,647 Class S Shares at $14.30 per share.
The offer prices represent a 24.4% discount to the Class I NAV of $19.85 and a 28.6% discount to the Class S NAV of $20.02, each as disclosed on January 31, 2026. The filing states there is no established trading market. Shares outstanding were 187,228,182 Class I and 176,269,536 Class S as of November 12, 2025.
Starwood Real Estate Income Trust, Inc. declared February 2026 monthly distributions for all classes of its common stock. Each class will receive a gross distribution of $0.1035 per share, with different net amounts after stockholder servicing fees.
Class I common stock will receive a net distribution of $0.1035 per share. Class D will receive $0.0997 per share, Class T $0.0906 per share, and Class S $0.0904 per share. The distributions are payable to stockholders of record as of the close of business on February 27, 2026 and are expected to be paid on or about March 4, 2026.
Stockholders may receive these distributions in cash or have them reinvested in additional shares through the company’s distribution reinvestment plan.