SEC FORM 4

SEC FORM 4SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STERNLICHT BARRY S

(Last)

(First)

(Middle)

C/O STARWOOD PROPERTY TRUST, INC.

2340 COLLINS AVENUE

(Street)

MIAMI BEACH

FLORIDA

33139

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

Explanation of Responses:

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.

	/s/ Barry S. Sternlicht	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

SEC Form 4 filed by Sternlicht Barry S