03/12/2026 | Press release | Distributed by Public on 03/12/2026 18:05
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FORM 4
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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 |
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| 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) | ||
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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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 03/10/2026 | A | 670,000(3) | (3) | (3) | Common Stock | 670,000 | $ 0 | 2,003,336(4) | I | By controlled entities(1) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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STERNLICHT BARRY S C/O STARWOOD PROPERTY TRUST, INC. 2340 COLLINS AVENUE MIAMI BEACH, FL 33139 |
X | CEO, Chairman of the Board | ||
| /s/ Barry S. Sternlicht | 03/12/2026 | |
| **Signature of Reporting Person | Date |
| * | 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) | Represents shares of the issuer's common stock held by entities directly or indirectly controlled by Mr. Sternlicht, including SPT Management, LLC, the issuer's external manager (the "Manager"), SFIP, LLC and JAWS Capital, LP. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock. |
| (3) | On March 10, 2026, the issuer granted to the Manager an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan consisting of 670,000 restricted stock units (the "2026 RSUs"). The 2026 RSUs will vest ratably in quarterly installments through December 31, 2028, 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. |
| (4) | Represents the 1,300,000 restricted stock units originally granted to the Manager on March 4, 2024 as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan (the "2024 RSUs"), the 1,350,000 restricted stock units originally granted to the Manager on March 6, 2025 as an award under the Starwood Property Trust, Inc. 2022 Manager Equity Plan (the "2025 RSUs") and the 670,000 2026 RSUs granted to the Manager, less those 2024 RSUs and 2025 RSUs that have already vested and been converted into shares of the issuer's common stock. |