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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.
Starwood Real Estate Income Trust reports that 100% of its distributions for the year ended December 31, 2025 will be treated as a return of capital for federal income tax purposes. The company sets February 2, 2026 transaction prices equal to December 31, 2025 NAV per share at $20.14 for Class S, $20.15 for Class T, $19.72 for Class D and $19.96 for Class I.
Total net asset value as of December 31, 2025 was about $8.25 billion across approximately 412 million shares and operating partnership units, with major assets in real estate investments and real estate debt partially offset by debt obligations. October, November and December 2025 repurchase requests exceeded the plan limits, so only about 4% of each month’s requests were fulfilled, with around 1.9–2.0 million shares repurchased each month for roughly $39–40 million.
The ongoing public offering allows up to $18.0 billion of common stock, and to date the company has sold about 50.8 million primary shares for approximately $1.4 billion and 25.9 million shares via its distribution reinvestment plan for approximately $0.6 billion. The supplement also notes that Andres Panza resigned as Head of Asset & Portfolio Management, as a director, and from all positions with the advisor effective December 31, 2025.
Starwood Real Estate Income Trust, Inc. reported that on December 31, 2025, Andres Panza resigned as Head of Asset & Portfolio Management and as a director, effective immediately. The company states that Mr. Panza’s resignation was not due to any disagreement with the company, its advisor, or any of their affiliates. The filing does not describe any replacement or changes to the company’s strategic direction in connection with this leadership change.