8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2025-08-07 For: 2025-08-07
View Original
Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2025

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland 001-34436 27-0247747
(State or other jurisdiction <br>of incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.)
2340 Collins Avenue, Suite 700<br><br>Miami Beach, FL 33139
--- ---
(Address of principal (Zip Code)
executive offices)

Registrant’s telephone number,including area code:(305) 695-5500

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.01 par value per share STWD New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 7, 2025, Starwood Property Trust, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit<br><br>Number Description
99.1 Press Release, dated August 7, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit<br>Number Description
99.1 Press Release, dated August 7, 2025

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 7, 2025 STARWOOD PROPERTY TRUST, INC.
By: /s/ RINA PANIRY
Name: Rina Paniry
Title: Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer

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Exhibit 99.1

For Immediate Release

Starwood Property Trust Reports Results for

Quarter Ended June 30, 2025

– Quarterly GAAP Earnings of $0.38 and Distributable Earnings (DE) of $0.43 per Diluted Share –

– Invested $3.2 Billion in the Quarter and $5.5 Billion in the 6 Months, Surpassing 2024 Capital Deployment –

– LNR’s Commercial Special Servicer Ratings of CSS1 and CS1 (Highest Ratings Possible) Reaffirmed by Fitch and Morningstar DBRS –

– Awarded Nareit Gold Investor CARE Award for 9th Time in 11 Years –

– Paid Dividend of $0.48 per Share for Q2 and Declared $0.48 Dividend for Q3 –

– Acquired Fundamental Income Properties, a $2.2 Billion Fully Integrated Net Lease Real Estate Operating Platform and Owned Portfolio –

MIAMI BEACH, FL, August 7, 2025 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) today announced operating results for the fiscal quarter ended June 30, 2025. The Company’s second quarter 2025 GAAP net income was $129.8 million, and Distributable Earnings (a non-GAAP financial measure) was $151.1 million.

“We have continued to demonstrate the strength and flexibility of our multi-cylinder platform,” said Barry Sternlicht, Chairman and CEO of Starwood Property Trust. “While commercial real estate lending remains a foundational part of our business, it now represents about half of our asset base—a reflection of how far we’ve diversified and evolved. Our capital deployment has already surpassed full-year 2024 levels, and we’re seeing robust investment opportunities across sectors. We are exceptionally well-positioned to capitalize on today’s environment.”

“As the property markets recover, led by much lower future supply and the imminent projection of lower interest rates, the integration of Fundamental Income marks a significant step in our ongoing evolution and diversification,” Sternlicht continued. “Their scalable business, disciplined credit focus, and structuring expertise are highly aligned with our platform. This acquisition adds a powerful new important vertical where we hope to deploy significant capital and grow our earnings going forward with stable recurring cash flows.”

“Since our IPO, we’ve raised over $20 billion in capital, proving our ability to access liquidity through all market conditions,” added Jeffrey DiModica, President of Starwood Property Trust. “The recent repricing of our term loans to best-in-class levels reflects the market’s confidence in our strategy and credit profile. With $5.0 billion in unencumbered assets, over $1.4 billion in unrealized property gains, no near-term debt maturities, and a diversified business model, we have the tools and financial strength to drive disciplined growth and capture the compelling opportunities ahead.”

Supplemental Schedules

The Company has published supplemental earnings schedules on its website in order to provide additional disclosure and financial information for the benefit of the Company’s stakeholders. Specifically, these materials can be found on the Company’s website in the Investor Relations section under “Quarterly Results” at www.starwoodpropertytrust.com.

Webcast and Conference Call Information

The Company will host a live webcast and conference call on Thursday, August 7, 2025, at 10:00 a.m. Eastern Time. To listen to a live broadcast, access the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. The webcast is available at www.starwoodpropertytrust.com in the Investor Relations section of the website. The Company encourages use of the webcast due to potential extended wait times to access the conference call via dial-in.

To Participate via Telephone Conference Call:

Dial in at least 15 minutes prior to start time.

Domestic: 1-877-407-9039

International: 1-201-689-8470

Conference Call Playback:

Domestic: 1-844-512-2921

International: 1-412-317-6671

Passcode: 13754310

The playback can be accessed through August 21, 2025.

About Starwood Property Trust, Inc.

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 June 30, 2025, the Company has successfully deployed $108 billion of capital since inception and manages a portfolio of over $27 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. Additional information can be found at www.starwoodpropertytrust.com.

Forward-Looking Statements

Statements in this press release which are not historical fact may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements are developed by combining currently available information with our beliefs and assumptions and are generally identified by the words “believe,” “expect,” “anticipate” and other similar expressions.  Although Starwood Property Trust, Inc. believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained.  Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, completion of pending investments and financings, continued ability to acquire additional investments, competition within the finance and real estate industries, availability of financing, and other risks detailed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as well as other risks and uncertainties set forth from time to time in the Company’s reports filed with the SEC, including its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained herein will in fact occur. Except to the extent required by applicable law or regulation, we undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or otherwise.

Additional information can be found on the Company’s website at www.starwoodpropertytrust.com.

Contact: Zachary Tanenbaum

Starwood Property Trust

Phone: 203-422-7788

Email: ztanenbaum@starwood.com

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the three months ended June 30, 2025

(Amounts in thousands)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Subtotal Securitization<br>VIEs Total
Revenues:
Interest income from loans $ 313,595 $ 65,949 $ $ 5,675 $ $ 385,219 $ $ 385,219
Interest income from investment securities 21,335 148 21,778 43,261 (32,948) 10,313
Servicing fees 111 18,627 18,738 (4,658) 14,080
Rental income 6,532 16,237 5,474 28,243 28,243
Other revenues 2,334 1,087 240 2,231 536 6,428 6,428
Total revenues 343,907 67,184 16,477 53,785 536 481,889 (37,606) 444,283
Costs and expenses:
Management fees 177 30,656 30,833 30,833
Interest expense 180,494 39,106 9,067 7,794 79,881 316,342 (210) 316,132
General and administrative 15,535 5,523 1,237 24,361 4,416 51,072 51,072
Costs of rental operations 4,950 5,930 3,632 14,512 14,512
Depreciation and amortization 2,491 9 5,875 1,744 252 10,371 10,371
Credit loss provision, net 3,663 2,003 5,666 5,666
Other expense 1,693 6 194 1,893 1,893
Total costs and expenses 207,310 48,334 22,115 37,725 115,205 430,689 (210) 430,479
Other income (loss):
Change in net assets related to consolidated VIEs 40,280 40,280
Change in fair value of servicing rights 3,568 3,568 (1,205) 2,363
Change in fair value of investment securities, net (2,058) 3,728 1,670 (1,325) 345
Change in fair value of mortgage loans, net 8,425 21,442 29,867 29,867
Income from affordable housing fund investments 5,115 5,115 5,115
Earnings from unconsolidated entities 1,412 1,167 5,647 8,226 (354) 7,872
Gain on sale of investments and other assets, net 31,662 31,662 31,662
(Loss) gain on derivative financial instruments, net (116,140) (13) (1,304) 16,161 (101,296) (101,296)
Foreign currency gain (loss), net 83,257 630 (126) 83,761 83,761
Gain (loss) on extinguishment of debt 20,773 (783) 19,990 19,990
Other (loss) income, net (737) (636) 2,977 1,604 1,604
Total other income (loss) 26,594 1,014 4,340 36,058 16,161 84,167 37,396 121,563
Income (loss) before income taxes 163,191 19,864 (1,298) 52,118 (98,508) 135,367 135,367
Income tax benefit (provision) 5,495 88 (6,254) (671) (671)
Net income (loss) 168,686 19,952 (1,298) 45,864 (98,508) 134,696 134,696
Net (income) loss attributable to non-controlling interests (4) (5,326) 448 (4,882) (4,882)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 168,682 $ 19,952 $ (6,624) $ 46,312 $ (98,508) $ 129,814 $ $ 129,814

Definition of Distributable Earnings

Distributable Earnings, a non-GAAP financial measure, is used to compute the Company’s incentive fees to its external manager and is an appropriate supplemental disclosure for a mortgage REIT. For the Company’s purposes, Distributable Earnings is defined as GAAP net income (loss) excluding non-cash equity compensation expense, the incentive fee due to the Company’s external manager, acquisition costs for successful acquisitions, depreciation and amortization of real estate and associated intangibles, any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period and, to the extent deducted from net income (loss), distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein. The amount is adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash adjustments as determined by the Company’s external manager and approved by a majority of the Company’s independent directors. Refer to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 for additional information regarding Distributable Earnings.

Reconciliation of Net Income to Distributable Earnings

For the three months ended June 30, 2025

(Amounts in thousands except per share data)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Total
Net income (loss) attributable to Starwood Property Trust, Inc. $ 168,682 $ 19,952 $ (6,624) $ 46,312 $ (98,508) $ 129,814
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 4,629 4,629
Non-controlling interests attributable to unrealized gains/losses (3,383) (2,699) (6,082)
Non-cash equity compensation expense 2,844 723 107 1,367 8,389 13,430
Management incentive fee 183 183
Depreciation and amortization 2,528 5,987 1,845 10,360
Interest income adjustment for loans and securities 5,832 7,304 13,136
Consolidated income tax (benefit) provision associated with fair value adjustments (5,495) (88) 6,254 671
Other non-cash items 5 316 (380) (59)
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans (8,425) (21,442) (29,867)
Credit loss provision, net 3,663 2,003 5,666
Securities 2,058 (3,728) (1,670)
Woodstar Fund investments (5,115) (5,115)
Derivatives 116,140 13 1,304 (16,161) 101,296
Foreign currency (83,257) (630) 126 (83,761)
Earnings from unconsolidated entities (1,412) (1,167) (5,647) (8,226)
Sales of properties (4,128) (4,128)
Recognition of Distributable realized gains / (losses) on:
Loans (702) 19,165 18,463
Securities (316) (4,223) (4,539)
Woodstar Fund investments 21,600 21,600
Derivatives 17,555 50 (99) 347 (6,868) 10,985
Foreign currency 1,671 91 (125) 1,637
Earnings (loss) from unconsolidated entities 1,412 (109) 5,801 7,104
Sales of properties (44,438) (44,438)
Distributable Earnings (Loss) $ 174,217 $ 20,825 $ 17,432 $ 51,580 $ (112,965) $ 151,089
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 0.49 $ 0.06 $ 0.05 $ 0.15 $ (0.32) $ 0.43

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the six months ended June 30, 2025

(Amounts in thousands)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Subtotal Securitization<br>VIEs Total
Revenues:
Interest income from loans $ 603,894 $ 126,405 $ $ 8,843 $ $ 739,142 $ $ 739,142
Interest income from investment securities 45,224 302 49,952 95,478 (72,944) 22,534
Servicing fees 176 40,456 40,632 (9,092) 31,540
Rental income 14,735 32,552 10,139 57,426 57,426
Other revenues 5,344 2,102 474 3,270 631 11,821 11,821
Total revenues 669,373 128,809 33,026 112,660 631 944,499 (82,036) 862,463
Costs and expenses:
Management fees 357 71,239 71,596 71,596
Interest expense 346,045 74,260 18,044 15,927 154,419 608,695 (405) 608,290
General and administrative 30,141 10,541 2,651 46,862 9,024 99,219 99,219
Costs of rental operations 10,468 11,948 6,916 29,332 29,332
Depreciation and amortization 6,098 19 11,740 3,495 503 21,855 21,855
Credit loss (reversal) provision, net (22,096) 2,763 (19,333) (19,333)
Other expense (25) 3,616 (76) 229 3,744 3,744
Total costs and expenses 370,988 91,199 44,307 73,429 235,185 815,108 (405) 814,703
Other income (loss):
Change in net assets related to consolidated VIEs 68,971 68,971
Change in fair value of servicing rights 3,454 3,454 (338) 3,116
Change in fair value of investment securities, net 5,339 (18,901) (13,562) 13,734 172
Change in fair value of mortgage loans, net 50,999 37,272 88,271 88,271
Income from affordable housing fund investments 9,025 9,025 9,025
Earnings from unconsolidated entities 2,708 545 5,892 9,145 (736) 8,409
Gain on sale of investments and other assets, net 31,662 31,662 31,662
(Loss) gain on derivative financial instruments, net (181,978) (19) (111) (2,377) 43,500 (140,985) (140,985)
Foreign currency gain (loss), net 117,873 866 (187) 118,552 118,552
Gain (loss) on extinguishment of debt 20,773 (783) 19,990 19,990
Other (loss) income, net (1,226) (1,464) 2,981 291 291
Total other income (loss) 46,150 609 7,263 28,321 43,500 125,843 81,631 207,474
Income (loss) before income taxes 344,535 38,219 (4,018) 67,552 (191,054) 255,234 255,234
Income tax benefit (provision) 5,201 (45) (9,593) (4,437) (4,437)
Net income (loss) 349,736 38,174 (4,018) 57,959 (191,054) 250,797 250,797
Net (income) loss attributable to non-controlling interests (7) (10,410) 1,689 (8,728) (8,728)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 349,729 $ 38,174 $ (14,428) $ 59,648 $ (191,054) $ 242,069 $ $ 242,069

Reconciliation of Net Income to Distributable Earnings

For the six months ended June 30, 2025

(Amounts in thousands except per share data)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Total
Net income (loss) attributable to Starwood Property Trust, Inc. $ 349,729 $ 38,174 $ (14,428) $ 59,648 $ (191,054) $ 242,069
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 9,288 9,288
Non-controlling interests attributable to unrealized gains/losses (6,757) (7,202) (13,959)
Non-cash equity compensation expense 5,636 1,323 216 2,764 16,841 26,780
Management incentive fee 10,244 10,244
Depreciation and amortization 6,270 11,958 3,697 21,925
Interest income adjustment for loans and securities 12,048 22,466 34,514
Consolidated income tax provision (benefit} associated with fair value adjustments (5,201) 45 9,593 4,437
Other non-cash items 8 611 (746) (127)
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans (50,999) (37,272) (88,271)
Credit loss (reversal) provision, net (22,096) 2,763 (19,333)
Securities (5,339) 18,901 13,562
Woodstar Fund investments (9,025) (9,025)
Derivatives 181,978 19 111 2,377 (43,500) 140,985
Foreign currency (117,873) (866) 187 (118,552)
Earnings from unconsolidated entities (2,708) (545) (5,892) (9,145)
Sales of properties (4,128) (4,128)
Recognition of Distributable realized gains / (losses) on:
Loans (882) 33,872 32,990
Securities (347) (6,756) (7,103)
Woodstar Fund investments 41,921 41,921
Derivatives 46,596 103 (196) (677) (13,902) 31,924
Foreign currency 2,057 58 (186) 1,929
Earnings (loss) from unconsolidated entities 2,708 (217) 6,407 8,898
Sales of properties (44,438) (44,438)
Distributable Earnings (Loss) $ 353,019 $ 40,857 $ 33,700 $ 101,180 $ (221,371) $ 307,385
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 1.00 $ 0.12 $ 0.10 $ 0.29 $ (0.63) $ 0.88

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet by Segment

As of June 30, 2025

(Amounts in thousands)

Commercial and<br>Residential<br>Lending<br>Segment Infrastructure<br>Lending<br>Segment Property<br>Segment Investing<br>and Servicing<br>Segment Corporate Subtotal Securitization<br>VIEs Total
Assets:
Cash and cash equivalents $ 20,699 $ 89,036 $ 31,842 $ 60,226 $ 58,118 $ 259,921 $ $ 259,921
Restricted cash 167,090 29,605 1,170 356 16,723 214,944 214,944
Loans held-for-investment, net 14,765,064 3,060,322 17,825,386 17,825,386
Loans held-for-sale 2,323,276 171,562 2,494,838 2,494,838
Investment securities 871,881 17,055 1,202,438 2,091,374 (1,588,776) 502,598
Properties, net 764,852 650,398 64,761 1,480,011 1,480,011
Investments of consolidated affordable housing fund 2,055,555 2,055,555 2,055,555
Investments in unconsolidated entities 8,514 54,651 33,225 96,390 (14,971) 81,419
Goodwill 119,409 140,437 259,846 259,846
Intangible assets 3,112 20,784 66,619 90,515 (36,083) 54,432
Derivative assets 64,565 4 11 7,374 71,954 71,954
Accrued interest receivable 147,344 16,241 816 240 164,641 164,641
Other assets 173,709 5,502 58,328 7,913 136,116 381,568 381,568
VIE assets, at fair value 36,522,250 36,522,250
Total Assets $ 19,310,106 $ 3,391,821 $ 2,818,081 $ 1,748,364 $ 218,571 $ 27,486,943 $ 34,882,420 $ 62,369,363
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities $ 197,050 $ 31,651 $ 13,658 $ 38,650 $ 117,265 $ 398,274 $ $ 398,274
Related-party payable 25,846 25,846 25,846
Dividends payable 166,227 166,227 166,227
Derivative liabilities 125,447 16,894 142,341 142,341
Secured financing agreements, net 9,820,014 1,195,546 480,912 518,078 1,545,949 13,560,499 (20,110) 13,540,389
Collateralized loan obligations and single asset securitization, net 1,550,966 1,231,809 2,782,775 2,782,775
Unsecured senior notes, net 3,242,251 3,242,251 3,242,251
VIE liabilities, at fair value 34,902,530 34,902,530
Total Liabilities 11,693,477 2,459,006 494,570 556,728 5,114,432 20,318,213 34,882,420 55,200,633
Temporary Equity: Redeemable non-controlling interests 425,453 425,453 425,453
Permanent Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock 3,491 3,491 3,491
Additional paid-in capital 1,177,279 635,080 (395,728) (596,291) 5,575,101 6,395,441 6,395,441
Treasury stock (138,022) (138,022) (138,022)
Retained earnings (accumulated deficit) 6,426,450 297,735 2,087,961 1,672,800 (10,336,431) 148,515 148,515
Accumulated other comprehensive income 12,785 12,785 12,785
Total Starwood Property Trust, Inc. Stockholders’ Equity 7,616,514 932,815 1,692,233 1,076,509 (4,895,861) 6,422,210 6,422,210
Non-controlling interests in consolidated subsidiaries 115 205,825 115,127 321,067 321,067
Total Permanent Equity 7,616,629 932,815 1,898,058 1,191,636 (4,895,861) 6,743,277 6,743,277
Total Liabilities and Equity $ 19,310,106 $ 3,391,821 $ 2,818,081 $ 1,748,364 $ 218,571 $ 27,486,943 $ 34,882,420 $ 62,369,363

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