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.
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.