8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2025-11-10 For: 2025-11-10
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): November 10, 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 November 10, 2025, Starwood Property Trust, Inc. issued a press release announcing its financial results for the quarter ended September 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, datedNovemberstwd_pressrelease-q32025.htm10, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit<br>Number Description
99.1 Press Release, datedNovemberstwd_pressrelease-q32025.htm10, 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: November 10, 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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Document

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Exhibit 99.1

For Immediate Release

Starwood Property Trust Reports Results for

Quarter Ended September 30, 2025

– Quarterly GAAP Earnings of $0.19 and Distributable Earnings (DE) of $0.40 per Diluted Share –

– Invested $4.6 Billion in the Quarter and $10.2 Billion in the 9 Months –

– Investments include $2.2 Billion of Triple Net Lease Investments, $1.4 Billion in Commercial Lending and a Record $0.8 Billion in Infrastructure Lending During the Quarter –

– Raised $2.3 Billion of Capital Across Equity, Term Loan B and High Yield Markets –

– Record Liquidity of $2.2 Billion –

– Paid Quarterly Dividend of $0.48 per Share for Over a Decade –

MIAMI BEACH, FL, November 10, 2025 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) today announced operating results for the fiscal quarter ended September 30, 2025. The Company’s third quarter 2025 GAAP net income was $72.6 million, inclusive of a $28.4 million credit loss provision and $26.0 million of depreciation, and Distributable Earnings (a non-GAAP financial measure) was $148.6 million.

“At the time of our IPO in 2009, we committed to diversify our company. We once again delivered by acquiring Fundamental, a $2.2 billion portfolio of durable, long-term, high quality net lease assets and a best-in-class team. Leveraging the resources of our manager, Starwood Capital Group, we believe we can meaningfully grow this net lease portfolio accretively in the coming years,” said Barry Sternlicht, Chairman and CEO of Starwood Property Trust. “As interest rates move lower and transaction volumes ramp, our ample liquidity offers us a great opportunity to continue growing all of our cylinders.”

“Starwood Property Trust’s ability to access capital also remains a true differentiator,” added Jeffrey DiModica, President of Starwood Property Trust. “Over the past year, we have been extremely active in the capital markets, raising nearly $3.0 billion across equity, term loans, and unsecured debt, all at record-tight levels. We repriced our existing term loans due 2027 and 2030 to record low spreads of +175 and +200 basis points, respectively, and issued a seven-year term loan at the tightest spread for a new issuance in our sector at +225 basis points. These transactions highlight both the market’s confidence in our credit profile and our disciplined financial management.”

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 Monday, November 10, 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: 13753256

The playback can be accessed through November 24, 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 September 30, 2025, the Company has successfully deployed $112 billion of capital since inception and manages a portfolio of $30 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 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as well as other risks and uncertainties set forth from time to time in the Company’s reports filed with the SEC.

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 September 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 $ 315,894 $ 76,724 $ 246 $ 2,582 $ $ 395,446 $ $ 395,446
Interest income from investment securities 18,405 150 23,329 41,884 (34,523) 7,361
Servicing fees 81 28,351 28,432 (5,220) 23,212
Rental income 6,233 45,603 5,692 57,528 57,528
Other revenues 2,513 844 347 934 693 5,331 5,331
Total revenues 343,126 77,718 46,196 60,888 693 528,621 (39,743) 488,878
Costs and expenses:
Management fees 172 32,071 32,243 32,243
Interest expense 181,639 41,402 24,302 6,788 80,925 335,056 (207) 334,849
General and administrative 14,224 4,941 6,100 21,850 4,408 51,523 51,523
Costs of rental operations 5,688 6,726 3,573 15,987 15,987
Depreciation and amortization 2,840 10 21,181 1,762 251 26,044 26,044
Credit loss provision, net 26,805 1,554 28,359 28,359
Other expense 73 430 (64) 439 439
Total costs and expenses 231,441 48,337 58,309 33,909 117,655 489,651 (207) 489,444
Other income (loss):
Change in net assets related to consolidated VIEs 43,735 43,735
Change in fair value of servicing rights 2,327 2,327 (311) 2,016
Change in fair value of investment securities, net 1,111 4,531 5,642 (3,848) 1,794
Change in fair value of mortgage loans, net 40,544 11,823 52,367 52,367
Income from affordable housing fund investments 324 324 324
(Loss) earnings from unconsolidated entities (294) 2,797 2,503 (40) 2,463
Gain (loss) on sale of investments and other assets, net 1,048 (21) 1,027 1,027
Gain (loss) on derivative financial instruments, net 14,276 7 (7,971) 1,295 (1,793) 5,814 5,814
Foreign currency loss, net (11,995) (210) (10) (12,215) (12,215)
Other loss, net (2,354) (578) (554) (3,486) (3,486)
Total other income (loss) 42,630 (497) (8,256) 22,219 (1,793) 54,303 39,536 93,839
Income (loss) before income taxes 154,315 28,884 (20,369) 49,198 (118,755) 93,273 93,273
Income tax (provision) benefit (7,432) 234 6 (6,151) (13,343) (13,343)
Net income (loss) 146,883 29,118 (20,363) 43,047 (118,755) 79,930 79,930
Net income attributable to non-controlling interests (3) (4,366) (3,001) (7,370) (7,370)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 146,880 $ 29,118 $ (24,729) $ 40,046 $ (118,755) $ 72,560 $ $ 72,560

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 September 30, 2025 for additional information regarding Distributable Earnings.

Reconciliation of Net Income to Distributable Earnings

For the three months ended September 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. $ 146,880 $ 29,118 $ (24,729) $ 40,046 $ (118,755) $ 72,560
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 4,629 4,629
Non-controlling interests attributable to unrealized gains/losses (4,323) 824 (3,499)
Non-cash equity compensation expense 2,840 733 1,565 1,327 8,225 14,690
Depreciation and amortization 2,876 21,587 1,865 26,328
Straight-line rent adjustment (467) 38 (429)
Interest income adjustment for loans and securities 5,795 9,261 15,056
Consolidated income tax provision (benefit) associated with fair value adjustments 7,432 (234) (6) 6,151 13,343
Other non-cash items 2 (83) (407) (488)
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans (40,544) (11,823) (52,367)
Credit loss provision, net 26,805 1,554 28,359
Securities (1,111) (4,531) (5,642)
Woodstar Fund investments (324) (324)
Derivatives (14,276) (7) 7,971 (1,295) 1,793 (5,814)
Foreign currency 11,995 210 10 12,215
Loss (earnings) from unconsolidated entities 294 (2,797) (2,503)
Sales of properties (1,095) 21 (1,074)
Recognition of Distributable realized gains / (losses) on:
Loans (674) 14,115 13,441
Securities (414) (8,326) (8,740)
Woodstar Fund investments 21,351 21,351
Derivatives 11,072 46 486 (1,111) (7,499) 2,994
Foreign currency 290 27 (11) 306
(Loss) earnings from unconsolidated entities (110) 3,252 3,142
Sales of properties 1,095 (25) 1,070
Distributable Earnings (Loss) $ 158,968 $ 31,631 $ 27,652 $ 46,589 $ (116,236) $ 148,604
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 0.43 $ 0.08 $ 0.08 $ 0.12 $ (0.31) $ 0.40

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statement of Operations by Segment

For the nine months ended September 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 $ 919,788 $ 203,129 $ 246 $ 11,425 $ $ 1,134,588 $ $ 1,134,588
Interest income from investment securities 63,629 452 73,281 137,362 (107,467) 29,895
Servicing fees 257 68,807 69,064 (14,312) 54,752
Rental income 20,968 78,155 15,831 114,954 114,954
Other revenues 7,857 2,946 821 4,204 1,324 17,152 17,152
Total revenues 1,012,499 206,527 79,222 173,548 1,324 1,473,120 (121,779) 1,351,341
Costs and expenses:
Management fees 529 103,310 103,839 103,839
Interest expense 527,684 115,662 42,346 22,715 235,344 943,751 (612) 943,139
General and administrative 44,365 15,482 8,751 68,712 13,432 150,742 150,742
Costs of rental operations 16,156 18,674 10,489 45,319 45,319
Depreciation and amortization 8,938 29 32,921 5,257 754 47,899 47,899
Credit loss provision, net 4,709 4,317 9,026 9,026
Other expense 48 4,046 (76) 165 4,183 4,183
Total costs and expenses 602,429 139,536 102,616 107,338 352,840 1,304,759 (612) 1,304,147
Other income (loss):
Change in net assets related to consolidated VIEs 112,706 112,706
Change in fair value of servicing rights 5,781 5,781 (649) 5,132
Change in fair value of investment securities, net 6,450 (14,370) (7,920) 9,886 1,966
Change in fair value of mortgage loans, net 91,543 49,095 140,638 140,638
Income from affordable housing fund investments 9,349 9,349 9,349
Earnings (loss) from unconsolidated entities 2,708 251 8,689 11,648 (776) 10,872
Gain (loss) on sale of investments and other assets, net 32,710 (21) 32,689 32,689
(Loss) gain on derivative financial instruments, net (167,702) (12) (8,082) (1,082) 41,707 (135,171) (135,171)
Foreign currency gain (loss), net 105,878 656 (197) 106,337 106,337
Gain (loss) on extinguishment of debt 20,773 (783) 19,990 19,990
Other (loss) income, net (3,580) (2,042) 2,427 (3,195) (3,195)
Total other income (loss) 88,780 112 (993) 50,540 41,707 180,146 121,167 301,313
Income (loss) before income taxes 498,850 67,103 (24,387) 116,750 (309,809) 348,507 348,507
Income tax (provision) benefit (2,231) 189 6 (15,744) (17,780) (17,780)
Net income (loss) 496,619 67,292 (24,381) 101,006 (309,809) 330,727 330,727
Net income attributable to non-controlling interests (10) (14,776) (1,312) (16,098) (16,098)
Net income (loss) attributable to Starwood Property Trust, Inc. $ 496,609 $ 67,292 $ (39,157) $ 99,694 $ (309,809) $ 314,629 $ $ 314,629

Reconciliation of Net Income to Distributable Earnings

For the nine months ended September 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. $ 496,609 $ 67,292 $ (39,157) $ 99,694 $ (309,809) $ 314,629
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units 13,917 13,917
Non-controlling interests attributable to unrealized gains/losses (11,080) (6,378) (17,458)
Non-cash equity compensation expense 8,476 2,056 1,781 4,091 25,066 41,470
Management incentive fee 10,244 10,244
Depreciation and amortization 9,146 33,545 5,562 48,253
Straight-line rent adjustment 307 104 411
Interest income adjustment for loans and securities 17,843 31,727 49,570
Consolidated income tax provision (benefit) associated with fair value adjustments 2,231 (189) (6) 15,744 17,780
Other non-cash items 10 (246) (1,219) (1,455)
Reversal of GAAP unrealized and realized (gains) / losses on:
Loans (91,543) (49,095) (140,638)
Credit loss provision, net 4,709 4,317 9,026
Securities (6,450) 14,370 7,920
Woodstar Fund investments (9,349) (9,349)
Derivatives 167,702 12 8,082 1,082 (41,707) 135,171
Foreign currency (105,878) (656) 197 (106,337)
Earnings from unconsolidated entities (2,708) (251) (8,689) (11,648)
Sales of properties (5,223) 21 (5,202)
Recognition of Distributable realized gains / (losses) on:
Loans (1,556) 47,987 46,431
Securities (761) (15,082) (15,843)
Woodstar Fund investments 63,272 63,272
Derivatives 57,668 149 290 (1,788) (21,401) 34,918
Foreign currency 2,347 85 (197) 2,235
Earnings (loss) from unconsolidated entities 2,708 (327) 9,659 12,040
Sales of properties (43,343) (25) (43,368)
Distributable Earnings (Loss) $ 511,987 $ 72,488 $ 61,352 $ 147,769 $ (337,607) $ 455,989
Distributable Earnings (Loss) per Weighted Average Diluted Share $ 1.43 $ 0.20 $ 0.17 $ 0.41 $ (0.94) $ 1.27

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet by Segment

As of September 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 $ 21,189 $ 135,689 $ 36,478 $ 6,288 $ 101,491 $ 301,135 $ $ 301,135
Restricted cash 164,241 49,872 10,499 347 13,013 237,972 237,972
Loans held-for-investment, net 15,254,794 3,063,963 18,318,757 18,318,757
Loans held-for-sale 2,308,388 252,767 2,561,155 2,561,155
Investment securities 622,469 16,416 1,197,170 1,836,055 (1,577,220) 258,835
Properties, net 764,063 2,505,635 64,785 3,334,483 3,334,483
Investments of consolidated affordable housing fund 1,861,931 1,861,931 1,861,931
Investments in unconsolidated entities 8,514 54,356 32,964 95,834 (14,744) 81,090
Goodwill 119,409 140,437 259,846 259,846
Intangible assets, net 2,965 394,574 68,673 466,212 (36,394) 429,818
Derivative assets 28,478 304 8,532 37,314 37,314
Accrued interest receivable 156,005 10,242 504 635 186 167,572 167,572
Other assets 205,970 9,937 108,722 (9,333) 62,959 378,255 378,255
VIE assets, at fair value 34,205,812 34,205,812
Total Assets $ 19,537,076 $ 3,459,884 $ 4,918,343 $ 1,755,037 $ 186,181 $ 29,856,521 $ 32,577,454 $ 62,433,975
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities $ 219,001 $ 39,187 $ 105,907 $ 44,584 $ 123,351 $ 532,030 $ $ 532,030
Related-party payable 27,939 27,939 27,939
Dividends payable 180,113 180,113 180,113
Derivative liabilities 79,121 14,450 93,571 93,571
Secured financing agreements, net 9,958,349 1,100,722 896,034 498,660 2,229,453 14,683,218 (20,000) 14,663,218
Securitized financing, net 1,412,126 1,232,420 877,942 3,522,488 3,522,488
Unsecured senior notes, net 3,245,122 3,245,122 3,245,122
VIE liabilities, at fair value 32,597,454 32,597,454
Total Liabilities 11,668,597 2,372,329 1,879,883 543,244 5,820,428 22,284,481 32,577,454 54,861,935
Temporary Equity: Redeemable non-controlling interests 385,853 385,853 385,853
Permanent Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock 3,778 3,778 3,778
Additional paid-in capital 1,283,096 760,702 383,549 (616,981) 5,133,680 6,944,046 6,944,046
Treasury stock (138,022) (138,022) (138,022)
Retained earnings (accumulated deficit) 6,573,329 326,853 2,063,233 1,712,845 (10,633,683) 42,577 42,577
Accumulated other comprehensive income 11,935 11,935 11,935
Total Starwood Property Trust, Inc. Stockholders’ Equity 7,868,360 1,087,555 2,446,782 1,095,864 (5,634,247) 6,864,314 6,864,314
Non-controlling interests in consolidated subsidiaries 119 205,825 115,929 321,873 321,873
Total Permanent Equity 7,868,479 1,087,555 2,652,607 1,211,793 (5,634,247) 7,186,187 7,186,187
Total Liabilities and Equity $ 19,537,076 $ 3,459,884 $ 4,918,343 $ 1,755,037 $ 186,181 $ 29,856,521 $ 32,577,454 $ 62,433,975

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