Starwood Property Trust Inc.

04/02/2026 | Press release | Distributed by Public on 04/02/2026 15:27

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
STERNLICHT BARRY S
2. Issuer Name and Ticker or Trading Symbol
STARWOOD PROPERTY TRUST, INC. [STWD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO, Chairman of the Board
(Last) (First) (Middle)
C/O STARWOOD PROPERTY TRUST, INC., 2340 COLLINS AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
(Street)
MIAMI BEACH, FL 33139
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/31/2026 M 276,666 A (1)(2) 3,318,389(3) I By controlled entities(4)
Common Stock 04/01/2026 J 16,684(5) D $ 0 3,301,705 I By controlled entities(4)
Common Stock 14,296,027(3) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (6) 03/31/2026 M 276,666(1)(2) (1)(2) (1)(2) Common Stock 276,666 $ 0 1,726,670(7) I By controlled entities(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STERNLICHT BARRY S
C/O STARWOOD PROPERTY TRUST, INC.
2340 COLLINS AVENUE
MIAMI BEACH, FL 33139
X CEO, Chairman of the Board

Signatures

/s/ Barry S. Sternlicht 04/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On March 31, 2026, SPT Management, LLC, the issuer's external manager (the "Manager"), acquired 276,666 shares of the issuer's common stock in connection with the vesting of (i) 108,333 of the restricted stock units originally granted to the Manager on March 4, 2024 (the "2024 RSUs"), (ii) 112,500 of the restricted stock units originally granted to the Manager on March 6, 2025 (the "2025 RSUs"), and (iii) 55,833 of the restricted stock units originally granted to the Manager on March 10, 2026 (the "2026 RSUs"), each as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan.
(2) The remaining 2024 RSUs, the remaining 2025 RSUs and the remaining 2026 RSUs will vest ratably in quarterly installments through December 31, 2026, December 31, 2027, and December 31, 2028, respectively, in each case subject to the Manager's continued service as the issuer's external manager. As such restricted stock units vest, the awards will be settled in shares of the issuer's common stock promptly, but in no event later than 30 days, following the applicable quarterly vesting dates.
(3) Reflects the transfer of 68,572 shares of the issuer's common stock that were previously held by the Manager and reported as indirectly beneficially owned by Mr. Sternlicht on February 25, 2026, such that they are now directly beneficially owned by Mr. Sternlicht.
(4) Represents securities held by entities directly or indirectly controlled by Mr. Sternlicht, including the Manager, SFIP, LLC and JAWS Capital, LP. Mr. Sternlicht disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
(5) Represents shares of the issuer's common stock distributed by the Manager to certain employees and/or other persons having an affiliation with the Manager.
(6) Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
(7) Represents the 1,300,000 2024 RSUs, the 1,350,000 2025 RSUs and the 670,000 2026 RSUs granted to the Manager, less those restricted stock units that have already vested and been converted into shares of the issuer's common stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Starwood Property Trust Inc. published this content on April 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 02, 2026 at 21:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]