Starwood REIT (SWDR) adds Independent Director Restricted Share Plan (Exhibit 10.1)

Rhea-AI Filing Summary

Starwood Real Estate Income Trust, Inc. filed a Post-Effective Amendment No. 3 to its Form S-11 registering exhibits for its earlier registration statement. The amendment adds an Amended and Restated Independent Director Restricted Share Plan as Exhibit 10.1, incorporated by reference from the Registrant’s Form 10-Q filed May 11, 2026.

Insights

Corporate Governance Analyst

Incorporates director equity plan as a filed exhibit; routine governance filing.

The amendment formally adds an Amended and Restated Independent Director Restricted Share Plan as Exhibit 10.1 to the existing Form S-11 (Registration No. 333-288705). This is an administrative step to supply contractual documentation referenced elsewhere.

Dependencies include the referenced Form 10-Q filing dated May 11, 2026; subsequent filings may disclose plan economics or grant activity.

Key Figures

Registration Number: 333-288705 Post-Effective Amendment Number: No. 3 Exhibit added: Exhibit 10.1 +1 more

4 metrics

Registration Number 333-288705 Form S-11 post-effective amendment

Post-Effective Amendment Number No. 3 Post-Effective Amendment to Registration No. 333-288705

Exhibit added Exhibit 10.1 Amended and Restated Independent Director Restricted Share Plan

Filing date May 11, 2026 Date of this Post-Effective Amendment filing

Key Terms

Post-Effective Amendment, Form S-11, Restricted Share Plan

3 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment No. 3 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

"Post-Effective Amendment No. 3 to Form S-11 FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933"

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.

Restricted Share Plan financial

"Amended and Restated Independent Director Restricted Share Plan (filed as Exhibit 10.1"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 05/11/2026 - 03:01 PM Learn about SEC filing dates

FAQ

What did Starwood REIT (SWDR) file in this Post-Effective Amendment?

The company added an exhibit: the Amended and Restated Independent Director Restricted Share Plan, filed as Exhibit 10.1 and incorporated by reference from the Form 10-Q dated May 11, 2026.

Does this amendment change the securities being registered under Registration No. 333-288705?

No. The amendment is a post-effective submission that adds an exhibit; it does not state changes to the classes or amounts of securities registered under Registration No. 333-288705.

Where can I find the text of the Amended and Restated Independent Director Restricted Share Plan?

The plan is included as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2026, and is incorporated by reference into this Post-Effective Amendment.

When did this Post-Effective Amendment become effective or effective date referenced?

The filing is dated May 11, 2026 and states the amendment is a Rule 462(d) post-effective filing; the prospectus indicates sales may commence as soon as practicable after the registration statement becomes effective.

As filed with the Securities and Exchange Commission on May 11, 2026

Registration No. 333-288705

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 3

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. 3 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 exhibit is filed as part of this registration statement:

Exhibit Number		Description
10.1		Amended and Restated Independent Director Restricted Share Plan (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 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 May 11, 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 May 11, 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