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BCS

Current Report · Items 1.01, 2.03, 9.01 · 8-K

STARWOOD PROPERTY TRUST, INC.

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 1.01. Entry into a Material Definitive Agreement Indenture and Senior Notes due 2029 On July 10, 2026, Starwood Property Trust, Inc., a Maryland corporation (the “Company”), closed its private offering of $500 million aggregate principal amount of its 5.875% unsecured senior notes due 2029 (the “Notes”), which priced on June 25, 2026.…

Filed Jul 10, 2026Accepted Jul 10, 2026, 4:37 PM EDTCIK 1465128Accession 0001104659-26-082685
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Company context

Starwood Property Trust (NYSE: STWD), an affiliate of global private investment firm Starwood Capital Group, is a leading diversified finance company with a core focus on the real estate and infrastructure sectors. As of March 31, 2026, the Company has successfully deployed over $117 billion of capital since inception and manages a portfolio of over $31 billion across debt and equity investments. Starwood Property Trust’s investment objective is to generate attractive and stable returns for shareholders, primarily through dividends, by leveraging a premiere global organization to identify and execute on the best risk adjusted returning investments across its target assets.

Current securities

Recent company filings

  1. 4 filingOct 2, 2026
  2. 4 filingOct 2, 2026
  3. 4 filingOct 2, 2026
  4. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsAug 13, 2026
  5. 10-Q filingAug 6, 2026

Registered securities in this filing

Starwood Property Trust, Inc. · 8-K · Filed 2026-07-10

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, $0.01 par value per share

Symbol
STWD
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-07-10

Dimensions: Not supplied

Accession 000110465926082685 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement Indenture and Senior Notes due 2029 On July 10, 2026, Starwood Property Trust, Inc., a Maryland corporation (the “Company”), closed its private offering of $500 million aggregate principal amount of its 5.875% unsecured senior notes due 2029 (the “Notes”), which priced on June 25, 2026. The Notes were issued under an indenture, dated as of July 10, 2026 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee. The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act. The Notes are subject to restrictions on transfer and may only be offered or sold in transactions exempt from or not subject to the registration requirements of the Securities Act and other applicable securities laws. The Company intends to allocate an amount equal to the net proceeds from the offering to finance or refinance, in whole or in part, recently completed or future eligible green and/or social projects. Net proceeds allocated to previously incurred costs associated with eligible green and/or social projects will be available for the repayment of indebtedness previously incurred. Pending full allocation of an amount equal to the net proceeds to eligible green and/or social projects, the Company intends to use the net proceeds, together with cash on hand, to fund the redemption of up to all of the Company’s $500 million outstanding aggregate principal amount of 4.375% Senior Notes due 2027 or for general corporate purposes, including the repayment of outstanding indebtedness under the Company’s repurchase facilities. The Notes are senior unsecured obligations of the Company and will mature on August 15, 2029. The Notes bear interest at a rate of 5.875% per year. Interest on the Notes will be paid semi-annually in arrears on each February 15 and August 15, commencing February 15, 2027, to the persons who are holders of record of the Notes on the preceding February 1 and August 1, respectively. The following is a brief description of the terms of the Notes and the Indenture. Possible Future Guarantees When the Notes are first issued they will not be guaranteed by any of the Company’s subsidiaries and none of the Company’s subsidiaries will be required to guarantee the Notes in the future, except that, under certain circumstances and subject to certain exceptions set forth in the Indenture, one or more of the Company’s Domestic Subsidiaries (as defined in the Indenture) (except for certain Excluded Subsidiaries or Securitization Entities (each as defined in the Indenture)) may be required to guarantee the payment of the Notes (the “Springing Guarantee Covenant”). Ranking The Notes will be: the Company’s senior unsecured obligations; pari passu in right of payment with all of the Company’s existing and future senior unsecured indebtedness and senior unsecured guarantees; effectively subordinated in right of payment to all of the Company’s existing and future secured indebtedness and secured guarantees to the extent of the value of the assets securing such indebtedness and guarantees; senior in right of payment to any of the Company’s future subordinated indebtedness and subordinated guarantees; and effectively subordinated in right of payment to all existing and future indebtedness, guarantees and other liabilities (including trade payables) and any preferred equity of the Company’s subsidiaries (other than any Domestic Subsidiaries that may become guarantors of the Notes). ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── If any of the Company’s subsidiaries becomes a guarantor of the Notes, its guarantee will be: a senior unsecured obligation of such guarantor; pari passu in right of payment with all senior unsecured indebtedness and senior unsecured guarantees of such guarantor; effectively subordinated in right of payment to all secured indebtedness and secured guarantees of such guarantor to the extent of the value of the assets securing such indebtedness and guarantees; and senior in right of payment to any subordinated indebtedness and subordinated guarantees of such guarantor. Such guarantor’s guarantee of the Notes and all other obligations of such guarantor under the Indenture will automatically terminate and such guarantor will automatically be released from all of its obligations under such guarantee and the Indenture under certain circumstances set forth in the Indenture, which may include the permanent termination and release of such guarantee and obligations on and after any date (the “Covenant Termination Date”) that (a) (i) if, on the Covenant Termination Date, the rating agencies that shall have most recently been selected by the Company for this purpose are two, the Notes have investment grade credit ratings from each of those selected rating agencies, or (ii) if, on the Covenant Termination Date, the rating agencies that shall have most recently been selected by the Company for this purpose are three, the Notes have investment grade credit ratings from at least two of those selected rating agencies, and (b) no Default or Event of Default (each as defined in the Indenture) has occurred and is continuing. The Springing Guarantee Covenant will also automatically and permanently terminate and be of no further force and effect on and after the Covenant Termination Date. Optional Redemption Prior to May 15, 2029, the Company may redeem some or all of the Notes at any time and from time to time at a price equal to 100% of the principal amount thereof, plus the applicable “make-whole” premium as of, and accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption. On and after May 15, 2029, the Company may redeem some or all of the Notes at any time and from time to time at a price equal to 100% of the principal amount thereof plus accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption. In addition, prior to May 15, 2029, the Company may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a price equal to 105.875% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the applicable date of redemption. Change of Control If a Change of Control Triggering Event (as defined in the Indenture) occurs, the Company will be required (unless the Company has exercised its right to redeem all of the Notes by sending a notice of redemption) to offer to repurchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued but unpaid interest to, but excluding, the applicable Change of Control Payment Date (as defined in the Indenture). Covenants The Indenture contains covenants that, subject to a number of exceptions and adjustments, among other things: limit the ability of the Company and its subsidiaries to incur additional indebtedness; require that the Company and its subsidiaries maintain Total Unencumbered Assets (as defined in the Indenture) of not less than 120% of the aggregate principal amount of the outstanding Unsecured Indebtedness (as defined in the Indenture) of the Company and its subsidiaries; and impose certain requirements in order for the Company to merge or consolidate with another person. Certain of these covenants will automatically and permanently terminate and will be of no force or effect on and after the Covenant Termination Date (as defined above). Events of Default The Indenture also provides for Events of Default which, if any of them occurs, would permit or require the principal of and accrued and unpaid interest on all the outstanding Notes to become or to be declared due and payable. The foregoing summary of the Indenture is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.
Filed exhibits (1)
EX-4.1 (by filename) tm2618357d5_ex4-1.htm

EX-4.1 2 tm2618357d5_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Execution Version INDENTURE Dated as of July 10, 2026 between STARWOOD PROPERTY TRUST, INC. as Issuer, and THE BANK OF NEW YORK MELLON, as Trustee 5.875% Senior Notes due 2029 TABLE OF CONTENTS ARTICLE 1 Definitions and Incorporation by Reference SECTION 1.01. 1 Definitions SECTION 1.02. 42 Other Definitions SECTION 1.03. 43 Incorporation by Reference of Trust Indenture Act SECTION 1.04. 43 Rules of Construction; Calculation Date for Basket or Ratio ARTICLE 2 The Notes SECTION 2.01. 45 Amount of Notes Unlimited SECTION 2.02. 45 Form and Dating; Denominations SECTION 2.03. 46 Execution and Authentication SECTION 2.04. 47 Registrar and Paying Agent SECTION 2.05. …

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