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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., 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.
Starwood Real Estate Income Trust, Inc. updates investors on its net asset value, transaction prices, share repurchases, and the status of its current public offering. As of January 31, 2026, total NAV was $8.18 billion across 410.9 million shares and operating partnership units, compared with $8.25 billion across 412.0 million as of December 31, 2025.
For subscriptions on March 2, 2026, the transaction price per share equals January 31 NAV per share: $20.02 for Class S, $20.03 for Class T, $19.61 for Class D, and $19.85 for Class I. In January 2026, repurchase requests exceeded the 0.5% monthly NAV limit, so only about 3.5% of each request was fulfilled, with approximately 1.9 million shares repurchased for about $38.7 million.
The ongoing public offering, effective February 4, 2026, authorizes up to $10.0 billion of common stock, including $9.5 billion in the primary offering and $0.5 billion via the distribution reinvestment plan. As of January 31, 2026, aggregate NAV was approximately $8.2 billion, and no shares had been sold in this new offering.
Starwood Real Estate Income Trust, Inc. is conducting a continuous, best-efforts public offering of up to $10,000,000,000 in common stock, including $9,500,000,000 in a primary offering and $500,000,000 through a distribution reinvestment plan. Shares are sold in four classes (T, S, D, I) at monthly net asset value plus applicable upfront commissions and dealer manager fees, with ongoing stockholder servicing fees on Classes T, S and D. The REIT stresses that this is a high-risk, long-term, illiquid investment, with no public market and a share repurchase plan that is subject to strict limits and has recently faced more requests than capacity. Distributions are not guaranteed and may be paid from asset sales, borrowings or offering proceeds, and the structure includes significant ongoing management, servicing and performance-based fees payable to affiliates.
Starwood Real Estate Income Trust, Inc. declared monthly distributions for January 2026 on all classes of its common stock. The gross distribution is $0.1035 per share for Class I, Class D, Class T and Class S shares, with different stockholder servicing fees applied by class.
Net distributions per share are $0.1035 for Class I, $0.0993 for Class D, and $0.0890 for both Class T and Class S. These amounts are payable to stockholders of record as of January 31, 2026 and will be paid on or about February 4, 2026 in cash or through reinvestment under the distribution reinvestment plan.
Starwood Real Estate Income Trust, Inc. is registering a maximum continuous offering of $10,000,000,000 in common stock, including $9,500,000,000 in a primary offering and $500,000,000 through a distribution reinvestment plan. The non-traded REIT invests mainly in stabilized, income-oriented commercial real estate and is externally advised by Starwood REIT Advisors, an affiliate of Starwood Capital Group.
The company will offer four share classes (T, S, D and I) with different upfront commissions and ongoing stockholder servicing fees, and pricing will generally be based on monthly net asset value plus applicable sales charges. The filing emphasizes that this is a high-risk, long-term investment with no public market, limited and highly discretionary share repurchases that have been oversubscribed since October 2022, and the possibility that distributions may come from sources other than operating cash flow. The prospectus also outlines detailed suitability and state-specific concentration limits, leverage and fee structures, potential conflicts of interest with other Starwood-managed vehicles, and the need to maintain REIT status for tax purposes.