Starwood REIT updates S-11 with new key exhibits

Starwood Real Estate Income Trust, Inc. submitted Post-Effective Amendment No. 4 to its Registration Statement on Form S-11 (Registration No. 333-288705) under Rule 462(d).

Rhea-AI Filing Summary

Starwood Real Estate Income Trust, Inc. submitted Post-Effective Amendment No. 4 to its Registration Statement on Form S-11 (Registration No. 333-288705) under Rule 462(d). The amendment is filed solely to add previously unfiled exhibits related to its advisory and operating partnership agreements.

The added exhibits, incorporated by reference from a Quarterly Report on Form 10-Q, are a Third Amended and Restated Advisory Agreement among the REIT, its operating partnership, and Starwood REIT Advisors, L.L.C., and a Second Amended and Restated Limited Partnership Agreement of Starwood REIT Operating Partnership, L.P. The amendment is executed on behalf of the company by Chief Executive Officer, President and Director Nora Creedon and other senior officers and directors.

Filing Explained

The August 12 amendment updates the registration record by adding exhibits, but it does not itself sell securities: registration alone is not a sale.

Key Figures

Registration Number: 333-288705 Advisory Agreement date: August 11, 2026 Operating Partnership Agreement date: August 11, 2026 +1 more

4 metrics

Registration Number 333-288705 Form S-11 registration referenced in Post-Effective Amendment No. 4

Advisory Agreement date August 11, 2026 Third Amended and Restated Advisory Agreement among the REIT, operating partnership and advisor

Operating Partnership Agreement date August 11, 2026 Second Amended and Restated Limited Partnership Agreement of Starwood REIT Operating Partnership, L.P.

Amendment signing date August 12, 2026 Date the registration statement was signed in New York, New York

Key Terms

Post-Effective Amendment, Form S-11, Rule 462(d), Advisory Agreement, +2 more

6 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 4 to the Registration Statement on Form S-11"

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-11 regulatory

"Registration Statement on Form S-11 (No. 333-288705)"

Form S-11 is the U.S. Securities and Exchange Commission registration form used when real estate companies and REITs offer stock or other securities to the public. It contains the formal offering document with detailed financial statements, descriptions of properties and business operations, management information and potential risks — like a car’s spec sheet and owner manual combined — giving investors the core facts needed to judge the investment.

Rule 462(d) regulatory

"filed pursuant to Rule 462(d) solely to add exhibits"

A Securities and Exchange Commission procedural rule that lets a company quickly register additional shares by re-using an already effective registration filing, rather than submitting a full new application. For investors this matters because it speeds up the issuance of more stock—similar to printing extra tickets from an approved batch—so it can increase supply, dilute existing ownership, and signal a near-term capital raise or financing plan.

Advisory Agreement financial

"Third Amended and Restated Advisory Agreement, dated August 11, 2026"

An advisory agreement is a written contract that spells out the responsibilities, fees and length of time a company hires an outside advisor — such as a financial, strategic or legal consultant — to provide ongoing guidance. For investors, it matters because the agreement sets costs, performance expectations, and any limits or conflicts that can affect a company’s strategy and financial results, similar to seeing the terms of a hired expert before judging their influence.

Limited Partnership Agreement financial

"Second Amended and Restated Limited Partnership Agreement of Starwood REIT Operating Partnership, L.P."

A limited partnership agreement is the legal rulebook that sets out how a limited partnership is run, naming who manages the business, how profits and losses are split, and what rights and responsibilities each partner has. For investors, it matters because it defines who makes decisions, how much liability they carry, how and when they can get their money back, and how returns are distributed—like a household budget and authority chart for a shared venture.

Attorney-in-fact regulatory

"Matthew S. Guttin | Attorney-in-fact"

An attorney-in-fact is the person or entity given legal authority through a power of attorney to act on behalf of another for specific tasks, such as signing documents, voting shares, or handling transactions. For investors, this matters because it lets a trusted representative make timely decisions or complete paperwork when the owner cannot, much like handing keys to someone to run errands on your behalf—so checks on scope and limits of that authority are important.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Starwood Real Estate Income Trust (SWDR) changing in Post-Effective Amendment No. 4?

The amendment adds previously unfiled exhibits to Registration Statement No. 333-288705. These exhibits relate to the advisory agreement and the operating partnership’s limited partnership agreement, both recently amended and restated on August 11, 2026.

Which key agreements are referenced in the SWDR Post-Effective Amendment?

The amendment references a Third Amended and Restated Advisory Agreement and a Second Amended and Restated Limited Partnership Agreement. Both are dated August 11, 2026 and are incorporated by reference from a Form 10-Q filed August 12, 2026.

Under which rule is Starwood Real Estate Income Trust (SWDR) filing this amendment?

The company is filing Post-Effective Amendment No. 4 under Rule 462(d). This provision allows a post-effective amendment to become effective automatically when it is used solely to add exhibits to an already effective registration statement.

Does this SWDR amendment change the terms of the securities offering?

The amendment states it is filed solely to add exhibits, not to change offering terms. It is a technical update to include important advisory and partnership agreements as part of the existing Form S-11 registration record.

Who signed Post-Effective Amendment No. 4 for Starwood Real Estate Income Trust (SWDR)?

The amendment is signed on behalf of the company by Nora Creedon, Chief Executive Officer, President and Director. Other directors and officers, including Chief Financial Officer Joseph Nieto, also sign, with certain signatures executed by attorney-in-fact Matthew S. Guttin.

What is the registration number for Starwood Real Estate Income Trust’s Form S-11?

The Form S-11 for Starwood Real Estate Income Trust has Registration No. 333-288705. Post-Effective Amendment No. 4 specifically identifies and updates this same registration statement under the Securities Act of 1933.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/12/2026 - 01:08 PM EDT Learn about SEC filing dates

As filed with the Securities and Exchange Commission on August 12, 2026

Registration No. 333-288705

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 4

to

Form S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

Starwood Real Estate Income Trust, Inc.

(Exact Name of Registrant as Specified in Governing Instruments)

2340 Collins Avenue

Miami Beach, FL 33139

(305) 695-5500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Starwood REIT Advisors, L.L.C.

Barry S. Sternlicht

2340 Collins Avenue

Miami Beach, FL 33139

(305) 695-5500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Jason W. Goode

Lindsey L. G. Magaro

Alston & Bird LLP

1201 W. Peachtree Street NW

Atlanta, GA 30309

(404) 881-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☒ Registration No. 333-288705

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☐
Emerging Growth Company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 4 to the Registration Statement on Form S-11 (No. 333-288705) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.

PART II

Information Not Required in the Prospectus

Item 36. Financial Statements and Exhibits.

2. Exhibits.

The following exhibits are filed as part of this registration statement:

Exhibit Number		Description
10.1		Third Amended and Restated Advisory Agreement, dated August 11, 2026, by and among Starwood Real Estate Trust, Inc., Starwood REIT Operating Partnership, L.P. and Starwood REIT Advisors, L.L.C. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2026 and incorporated herein by reference)
10.2		Second Amended and Restated Limited Partnership Agreement of Starwood REIT Operating Partnership, L.P., dated August 11, 2026, (filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 12, 2026 and incorporated herein by reference)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on August 12, 2026.

Starwood Real Estate Income Trust, Inc.
By:		/s/ Nora Creedon
		Nora Creedon
		Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-11 Registration Statement has been signed by the following persons in the following capacities on August 12, 2026.

Signature			Title
/s/ Nora Creedon		Chief Executive Officer, President and Director (principal executive officer)
Nora Creedon
/s/ Joseph Nieto		Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)
Joseph Nieto
*		Chairman of the Board
Barry S. Sternlicht
*		Director
Jonathan Pollack
*		Director
Austin Nowlin
*		Independent Director
Richard D. Bronson
*		Independent Director
David B. Henry
*		Independent Director
Robin Josephs
*		Independent Director
Peggy Lamb
*		Independent Director
Dale Anne Reiss
*		Independent Director
James E. Walker

*By:		/s/ Matthew S. Guttin
		Matthew S. Guttin
		Attorney-in-fact