NYSE: STWD

•Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

•Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in stabilized and to be stabilized commercial real estate. This includes multifamily properties, multi-tenant medical office net lease properties and diversified single-tenant triple net lease properties, all of which are held for investment.

•Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in the U.S. that manages and works out problem assets, (ii) an investment business that selectively acquires and manages unrated, investment grade and non-investment grade rated CMBS, including subordinated interests of securitization and resecuritization transactions, (iii) a mortgage loan business which originates conduit loans for the primary purpose of selling these loans into securitization transactions and (iv) an investment business that selectively acquires commercial real estate assets, including properties acquired from CMBS trusts.

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”), principally representing CMBS trust vehicles that we consolidate by virtue of our role as special servicer. However, they include securitized financing VIEs such as collateralized loan obligations (“CLOs”), single asset securitizations (“SASBs”) and asset-backed securitizations (“ABSs”).

On July 23, 2025, we acquired Fundamental Income Properties, LLC (“Fundamental”), which was completed by way of merger, for approximately $2.2 billion inclusive of $1.3 billion of indebtedness assumed. At acquisition, Fundamental owned 468 properties, spanning 12.3 million square feet across 44 states, 59 industries and 90 tenants. The properties, which consist of retail, industrial and service facilities, are leased under 103 individual and master net operating lease agreements with a 17.1 year weighted-average lease base term. Fundamental is aggregated within our Property Segment.

We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). As such, we will generally not be subject to U.S. federal corporate income tax on that portion of our net income that is distributed to stockholders if we distribute at least 90% of our taxable income to our stockholders by prescribed dates and comply with various other requirements. We also operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940 as amended (the “Investment Company Act” or “1940 Act”).

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We are organized as a holding company and conduct our business primarily through our various wholly-owned subsidiaries. We are externally managed and advised by SPT Management, LLC (our “Manager”) pursuant to the terms of a management agreement. Our Manager is controlled by Barry Sternlicht, our Chairman and Chief Executive Officer. Our Manager is an affiliate of Starwood Capital Group Global, L.P. (“Starwood Capital Group”), a privately-held private equity firm founded by Mr. Sternlicht.

Our corporate headquarters office is located at 2340 Collins Avenue, Suite 700, Miami Beach, Florida 33139, and our telephone number is (305) 695-5500.

Investment Strategy

We seek to attain attractive risk-adjusted returns for our investors over the long term by sourcing and managing a diversified portfolio of target assets, financed in a manner that is designed to deliver attractive returns across a variety of market conditions and economic cycles. Our investment strategy focuses on a few fundamental themes:

•origination and acquisition of real estate debt assets with an implied basis sufficiently low to weather declines in asset values;

•acquisition of equity interests in commercial real estate properties that generate stable current returns, increase the duration of our investment portfolio and provide potential for capital appreciation;

•focus on real estate markets and asset classes with strong supply and demand fundamentals and/or barriers to entry;

•structuring and financing each transaction in a manner that reflects the risk of the underlying asset’s cash flow stream and credit risk profile, and efficiently managing and maintaining the transaction’s interest rate and currency exposures at levels consistent with management’s risk objectives;

•seeking situations where our size, scale, speed and sophistication allow us to position ourselves as a “one-stop” lending solution for real estate owner/operators;

•utilizing the skills, expertise, and contacts developed by our Manager over the past 34 years as one of the premier global real estate investment managers to: (i) correctly anticipate trends and identify attractive risk-adjusted investment opportunities in U.S., European and Australian real estate markets; and (ii) expand and diversify our presence in various asset classes, including:

•origination and acquisition of residential loans, including non-agency residential loans sometimes referred to as “non-qualified mortgages” or “non-QMs”; and

•origination and acquisition of corporate and asset-backed loans;

•utilizing the skills, expertise and infrastructure we acquired through our 2013 acquisition of LNR Property LLC (“LNR”), a market leading diversified real estate investment management and loan servicing company comprising our Investing and Servicing Segment, to expand and diversify our presence in various segments of real estate, including:

•origination of small and medium sized loan transactions ($5 million to $50 million) for both investment and securitization/gain-on-sale;

•investment in CMBS;

•investment in commercial real estate;

•special servicing of commercial real estate loans in commercial real estate securitization transactions;

•utilizing the skills and expertise we acquired through our 2018 acquisition of the Infrastructure Lending Segment to expand our originations and acquisitions of infrastructure debt investments; and

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•utilizing the skills and expertise we acquired through our 2025 acquisition of Fundamental to expand our investments in triple net lease properties.

In order to capitalize on the changing sets of investment opportunities that may be present in the various points of an economic cycle, we may expand or refocus our investment strategy by emphasizing investments in different parts of the capital structure and different sectors of real estate. Our investment strategy may be amended from time to time, if recommended by our Manager and approved by our board of directors, without the approval of our stockholders. In addition to our Manager making direct investments on our behalf, we may enter into joint venture, management or other agreements with persons that have special expertise or sourcing capabilities.

Investment Guidelines

Our board of directors has adopted the following investment guidelines:

•our investments will be in our target assets unless otherwise approved by our board of directors;

•no investment shall be made that would cause us to fail to qualify as a REIT for federal income tax purposes;

•no investment shall be made that would cause us or any of our subsidiaries to be required to be registered as an investment company under the 1940 Act; and

•not more than 25% of our equity will be invested in any individual asset without the consent of a majority of our independent directors.

These investment guidelines may be changed from time to time by our board of directors without the approval of our stockholders. In addition, both our Manager and our board of directors must approve any change in our investment guidelines that would modify or expand the types of assets in which we invest.

Investment Process

Our investment process includes sourcing and screening of investment opportunities, assessing investment suitability, conducting interest rate and prepayment analysis, evaluating cash flow and collateral performance, and reviewing legal structure and servicer and originator information and investment structuring, as appropriate, to seek an attractive return commensurate with the risk we are bearing. Upon identification of an investment opportunity, the investment will be screened and monitored by us to determine its impact on maintaining our REIT qualification and our exemption from registration under the 1940 Act. We will seek to make investments in sectors where we have strong core competencies and believe market risk and expected performance can be reasonably quantified.

We evaluate each one of our investment opportunities based on its expected risk-adjusted return relative to the returns available from other, comparable investments. In addition, we evaluate new opportunities based on their relative expected returns compared to comparable positions held in our portfolio. The terms of any leverage available to us for use in funding an investment purchase are also taken into consideration, as are any risks posed by illiquidity or correlations with other securities in the portfolio. We also develop a macro outlook with respect to each target asset class by examining factors in the broader economy such as gross domestic product, interest rates, unemployment rates and availability of credit, among other things. We also analyze fundamental trends in the relevant target asset class sector to adjust/maintain our outlook for that particular target asset class.

Financing Strategy

Subject to maintaining our qualification as a REIT for U.S. federal income tax purposes and our exemption from registering under the 1940 Act, we may finance the acquisition of our target assets, to the extent available to us, through the following methods:

•sources of private and government sponsored financing, including long and short-term repurchase agreements, warehouse and bank credit facilities, and mortgage loans on equity interests in commercial real estate properties;

•loan sales, syndications, securitizations and/or CLO and ABS transactions; and

•public or private offerings of our equity and/or debt.

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We may also utilize other sources of financing to the extent available to us.

Our Target Assets

We invest in target assets secured primarily by U.S., European or Australian collateral. We focus primarily on originating or opportunistically acquiring commercial mortgage whole loans, B-Notes, mezzanine loans, preferred equity and mortgage-backed securities (“MBS”). We may invest in performing and non-performing mortgage loans and other real estate-related loans and debt investments. We may acquire target assets through portfolio acquisitions or other types of acquisitions. Our Manager targets desirable markets where it has expertise in the real estate collateral underlying the assets being acquired. Our target assets include the following types of loans and other investments:

•Whole mortgage loans: loans secured by a first mortgage lien on a commercial property that provide mortgage financing to commercial property developers or owners generally having maturity dates ranging from three to ten years;

•B-Notes: typically a privately negotiated loan that is secured by a first mortgage on a single large commercial property or group of related properties and subordinated to an A-Note secured by the same first mortgage on the same property or group;

•Mezzanine loans: loans made to commercial property owners that are secured by pledges of the borrower’s ownership interests in the property and/or the property owner, subordinate to whole mortgage loans secured by first or second mortgage liens on the property and senior to the borrower’s equity in the property;

•Construction or rehabilitation loans: mortgage loans and mezzanine loans to finance the cost of construction or rehabilitation of a commercial property;

•CMBS: securities that are collateralized by commercial mortgage loans, including:

•senior and subordinated investment grade CMBS,

•below investment grade CMBS, and

•unrated CMBS;

•Corporate bank debt: term loans and revolving credit facilities of commercial real estate operating or finance companies, each of which are generally secured by such companies’ assets;

•Equity: equity interests in commercial real estate properties, including commercial properties purchased from CMBS trusts;

•Corporate bonds: debt securities issued by commercial real estate operating or finance companies that may or may not be secured by such companies’ assets, including:

•investment grade corporate bonds,

•below investment grade corporate bonds, and

•unrated corporate bonds;

•Non-Agency RMBS: securities collateralized by residential loans that are not guaranteed by any U.S. Government agency or federally chartered corporation;

•Residential loans: loans secured by a first mortgage lien on residential property;

•Infrastructure loans: senior secured project finance loans and senior secured project finance investment securities secured by power generation facilities and midstream, downstream and upstream oil and gas assets; and

•Net leases: commercial properties subject to net leases (including triple net leases), which leases typically have longer terms than gross leases, require tenants to pay substantially all of the operating costs associated with the properties and often have contractually specified rent increases throughout their terms.

In addition, we may invest in the following real estate-related investments:

•Agency RMBS: RMBS for which a U.S. government agency or a federally chartered corporation guarantees payments of principal and interest on the securities.

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Business Segments

We currently operate our business in four reportable segments: the Commercial and Residential Lending Segment, the Infrastructure Lending Segment, the Property Segment and the Investing and Servicing Segment. Refer to Note 24 to the consolidated financial statements included herein (the “Consolidated Financial Statements”) for our results of operations and financial position by business segment.

Commercial and Residential Lending Segment

The following table sets forth the amount of each category of investments we owned across various property types within our Commercial and Residential Lending Segment as of December 31, 2025 and 2024 (dollars in thousands):

Face

AmountCarrying

ValueAsset Specific

FinancingNet

InvestmentUnlevered

Return on

Asset (6)

December 31, 2025

First mortgages (1)$16,148,916 $16,086,585 $8,640,667 $7,445,918 7.4 %

Subordinated mortgages (2)15,290 15,683 — 15,683 13.4 %

Mezzanine loans (1)313,619 311,175 — 311,175 11.5 %

Other loans51,688 51,255 — 51,255 9.1 %

Loans held-for-sale, fair value option, residential2,455,552 2,278,067 1,929,086 348,981 4.4 %(5)

RMBS, available-for-sale172,554 88,283 55,467 32,816 10.4 %

RMBS, fair value option326,274 404,688 (3)152,312 252,376 17.7 %

HTM debt securities (4)176,067 175,473 54,202 121,271 6.1 %

Credit loss allowanceN/A(453,544)— (453,544)

Equity security722 628 — 628

Investments in unconsolidated entities N/A 8,514 — 8,514

Properties, net N/A 732,714 29,751 702,963

$19,660,682 $19,699,521 $10,861,485 $8,838,036

December 31, 2024

First mortgages (1)$12,955,038 $12,931,333 $7,371,711 $5,559,622 8.3 %

Subordinated mortgages (2)31,000 31,247 — 31,247 15.4 %

Mezzanine loans (1)324,021 323,041 — 323,041 11.3 %

Other loans46,688 46,255 — 46,255 13.2 %

Loans held-for-sale, fair value option, residential2,694,959 2,394,624 2,125,990 268,634 4.5 %(5)

RMBS, available-for-sale180,654 93,806 17,248 76,558 10.4 %

RMBS, fair value option326,274 421,122 (3)154,870 266,252 18.5 %

HTM debt securities (4)405,404 404,081 121,832 282,249 8.9 %

Credit loss allowanceN/A(451,205)— (451,205)

Equity security5,606 5,146 — 5,146

Investments in unconsolidated entitiesN/A26,441 — 26,441

Properties, netN/A650,966 87,750 563,216

$16,969,644 $16,876,857 $9,879,401 $6,997,456

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(1)First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan. The application of this methodology resulted in mezzanine loans with carrying values of $1.3 billion and $0.9 billion being classified as first mortgages as of December 31, 2025 and 2024, respectively.

(2)Subordinated mortgages include B-Notes and junior participation in first mortgages where we do not own the senior A-Note or senior participation. If we own both the A-Note and B-Note, we categorize the loan as a first mortgage loan.

(3)Eliminated in consolidation against VIE liabilities pursuant to Accounting Standards Codification (“ASC”) 810.

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(4)CMBS held-to-maturity (“HTM”) and mandatorily redeemable preferred equity interests in commercial real estate entities.

(5)Represents the weighted average coupon of residential mortgage loans.

(6)Calculated using applicable index rates for variable rate investments as of the respective period end and excludes loans for which interest income is not recognized. In addition to cash coupon, unlevered return includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees.

As of December 31, 2025 and 2024, our Commercial and Residential Lending Segment’s investment portfolio, excluding residential loans, RMBS, properties and other investments, had the following characteristics based on carrying values:

Collateral Property TypeDecember 31, 2025December 31, 2024

Multifamily39.3 %36.1 %

Office18.1 %22.0 %

Industrial14.8 %8.2 %

Hotel8.2 %12.1 %

Mixed Use4.9 %9.6 %

Data Center
3.8 %0.7 %

Retail2.0 %1.6 %

Other8.9 %9.7 %

100.0 %100.0 %

Geographic LocationDecember 31, 2025December 31, 2024

U.S. Regions:

South West19.0 %15.4 %

North East18.9 %18.4 %

South East12.7 %15.8 %

West12.4 %10.5 %

Mid Atlantic6.4 %9.3 %

Midwest3.2 %2.2 %

International:

United Kingdom9.3 %12.8 %

Other Europe11.1 %6.3 %

Australia6.5 %7.3 %

Bahamas/Bermuda0.5 %2.0 %

100.0 %100.0 %

Our primary focus has been to build a portfolio of commercial mortgage and mezzanine loans with attractive risk‑adjusted returns by focusing on the underlying real estate fundamentals and credit analysis of the borrowers. We continually monitor borrower performance and complete a detailed, loan‑by‑loan formal credit review on a quarterly basis. The results of this review are incorporated into our quarterly assessment of credit loss allowances.

As of December 31, 2025, commercial loans held‑for‑investment and HTM securities had a weighted‑average expected maturity of 2.7 years, calculated assuming all extension options are exercised by the borrower, although our loans may be repaid prior to such date.

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Infrastructure Lending Segment

The following table sets forth the amount of each category of investments we owned within our Infrastructure Lending Segment as of December 31, 2025 and 2024 (dollars in thousands):

Face

AmountCarrying

ValueAsset Specific

FinancingNet

InvestmentUnlevered

Return on

Asset (1)

December 31, 2025

First priority infrastructure loans and HTM securities$2,942,115 $2,880,319 $2,365,478 $514,841 8.1 %

Credit loss allowanceN/A(24,667)— (24,667)

Investments in unconsolidated entitiesN/A57,997 — 57,997

$2,942,115 $2,913,649 $2,365,478 $548,171

December 31, 2024

First priority infrastructure loans and HTM securities$2,631,732 $2,580,775 $1,989,860 $590,915 8.9 %

Credit loss allowanceN/A(21,553)— (21,553)

Investments in unconsolidated entitiesN/A54,105 — 54,105

$2,631,732 $2,613,327 $1,989,860 $623,467

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(1)Calculated using applicable index rates for variable rate investments as of the respective period end and excludes loans for which interest income is not recognized. In addition to cash coupon, unlevered return includes the amortization of deferred purchase discounts.

As of December 31, 2025 and 2024, our Infrastructure Lending Segment’s investment portfolio had the following characteristics based on carrying values:

Collateral TypeDecember 31, 2025December 31, 2024

Power56.9 %57.1 %

Oil & gas - midstream27.5 %33.5 %

Oil & gas - downstream12.6 %8.5 %

Oil & gas - upstream— %0.9 %

Other3.0 %— %

100.0 %100.0 %

Geographic LocationDecember 31, 2025December 31, 2024

U.S. Regions:

North East27.2 %31.7 %

South West25.2 %20.5 %

Midwest21.7 %20.1 %

West12.4 %5.8 %

South East10.3 %17.0 %

Mid-Atlantic1.1 %1.4 %

Other1.1 %1.3 %

International:

Canada
0.8 %— %

Mexico
0.2 %0.3 %

United Kingdom
— %1.9 %

100.0 %100.0 %

As of December 31, 2025, the Infrastructure Lending Segment’s first priority infrastructure loans and HTM securities had a weighted‑average contractual maturity of 5.1 years.

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Property Segment

The following table sets forth the amount of each category of investments held within our Property Segment as of December 31, 2025 and 2024 (amounts in thousands):

December 31, 2025December 31, 2024

Properties, net$2,674,276 $657,246

Lease intangibles, net368,589 21,415

Woodstar Fund1,727,499 2,073,533

$4,770,364 $2,752,194

The following table sets forth our net investment and other information regarding the Property Segment’s properties and lease intangibles as of December 31, 2025 (dollars in thousands):

Carrying

ValueAsset

Specific

FinancingNet

Investment
Occupancy

Rate (1)
Weighted Average

Remaining

Lease Term

Fundamental
$2,413,702 $1,376,492 $1,037,210 99.8%17.3 years

Office—Medical Office Portfolio793,105 482,092 311,013 88.1%5.6 years

D.C. Multifamily Conversion
118,586 — 118,586 N/AN/A

Subtotal—undepreciated carrying value3,325,393 1,858,584 1,466,809

Accumulated depreciation and amortization(282,528)— (282,528)

Net carrying value$3,042,865 $1,858,584 $1,184,281

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(1)Occupancy calculated based on number of properties for our single-tenant net lease properties and square footage for multi-tenant net lease properties.

See Notes 7 and 8 to the Consolidated Financial Statements for a description of the above-referenced Property Segment Portfolios and Woodstar Fund.

As of December 31, 2025 and 2024, our Property Segment’s investment portfolio had the following geographic characteristics based on carrying values:

Geographic LocationDecember 31, 2025December 31, 2024

U.S. Regions:

South East57.9 %85.3 %

Midwest14.3 %2.2 %

North East8.4 %4.2 %

West8.0 %2.5 %

South West6.4 %2.9 %

Mid-Atlantic4.8 %2.9 %

International:

Canada
0.2 %— %

100.0 %100.0 %

Refer to Schedule III included in Item 8 of this Form 10‑K for a detailed listing of the properties held by the Company, including their respective geographic locations.

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Investing and Servicing Segment

The following table sets forth the amount of each category of investments we owned within our Investing and Servicing Segment as of December 31, 2025 and 2024 (amounts in thousands):

Face

AmountCarrying

ValueAsset

Specific

FinancingNet

Investment

December 31, 2025

CMBS, fair value option$2,871,255 $1,284,863 (1)$480,378 (2)$804,485

Intangible assets - servicing rightsN/A65,533 (3)— 65,533

Lease intangibles, netN/A3,691 — 3,691

Loans held-for-sale, fair value option, commercial47,300 45,476 — 45,476

Investments in unconsolidated entitiesN/A33,203 (4)— 33,203

Properties, netN/A41,662 37,519 4,143

$2,918,555 $1,474,428 $517,897 $956,531

December 31, 2024

CMBS, fair value option$2,822,153 $1,225,024 (1)$445,966 (2)$779,058

Intangible assets - servicing rightsN/A58,135 (3)— 58,135

Lease intangibles, netN/A5,545 — 5,545

Loans held-for-sale, fair value option, commercial125,695 121,384 86,753 34,631

Investments in unconsolidated entitiesN/A33,640 (4)— 33,640

Properties, netN/A65,466 58,375 7,091

$2,947,848 $1,509,194 $591,094 $918,100

______________________________________________

(1)Includes $1.25 billion and $1.20 billion of CMBS eliminated in consolidation against VIE liabilities pursuant to ASC 810 as of December 31, 2025 and 2024, respectively. Also includes $146.5 million and $148.6 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of December 31, 2025 and 2024, respectively.

(2)Includes $25.8 million and $30.3 million of non-controlling interests in the consolidated entities which hold certain debt balances as of December 31, 2025 and 2024, respectively.

(3)Includes $37.3 million and $35.7 million of servicing rights intangibles eliminated in consolidation against VIE assets pursuant to ASC 810 as of December 31, 2025 and 2024, respectively.

(4)Includes $15.0 million and $14.8 million of investments in unconsolidated entities eliminated in consolidation against VIE assets pursuant to ASC 810 as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Investing and Servicing Segment’s CMBS had a weighted-average expected maturity of 5.2 years.

Regulation

We have elected, and are organized and conduct our operations, to qualify as a REIT under the Code, as further described below. As such, we will generally not be subject to U.S. federal corporate income tax on the portion of our net income that is distributed to stockholders if we distribute at least 90% of our taxable income to our stockholders by prescribed dates and comply with various other requirements imposed by the Code. We also conduct our business so that neither we nor any of our subsidiaries are required to register as an investment company under the 1940 Act. So long as we qualify for an exemption from registration under the 1940 Act, we are not subject to leverage and other restrictions imposed on registered investment companies.

Our operations in the U.S., Europe and Australia are subject, in certain instances, to supervision and regulation by U.S. and other governmental authorities and may be subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, which, among other things: (1) regulate credit granting activities; (2) establish maximum interest rates, finance charges and other charges; (3) require disclosures to customers; (4) govern secured transactions; (5) set collection, foreclosure, repossession and claims handling procedures and other trade practices; and (6) regulate affordable

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housing rental activities. We are required to comply with certain provisions of, among other statutes and regulations, the Dodd-Frank Act, the Gramm-Leach-Bliley Act, the Equal Credit Opportunity Act that are applicable to commercial loans, the Fair Housing Act and U.S. federal and state securities laws and regulations. In addition, we have a subsidiary that is registered with the SEC as an investment adviser and, as a result, we are subject to the anti-fraud provisions of the Investment Advisers Act and to fiduciary duties derived from these provisions that apply to our relationships with that subsidiary’s clients. Although many states do not regulate commercial finance, certain states impose limitations on interest rates and other charges and on certain collection practices and creditor remedies, and require licensing of lenders, financiers and servicers and adequate disclosure of certain contract terms. Further, the assets underlying our infrastructure loans are subject to state and federal laws and regulations applicable to the electric power and oil and gas industries, which laws and regulations govern, among other things, the siting and construction, operation, environmental impacts and revenue streams of such assets.

In our judgment, existing statutes and regulations have not had a material adverse effect on our business. In recent years, legislators in the U.S. and other countries have said that greater regulation of financial institutions is needed, particularly in areas such as risk management, leverage and disclosure. While we expect that additional new regulations in these areas will be adopted and existing ones may change in the future, it is not possible at this time to forecast the exact nature of any future legislation, regulations, judicial decisions, orders or interpretations, nor their impact upon our future business, financial condition or results of operations or prospects. See Item 1A—“Risk Factors” for additional information regarding government regulation.

Competition

We are engaged in a competitive business. In our investment activities, we compete for opportunities with numerous public and private investment vehicles, including financial institutions, specialty finance companies, mortgage banks, pension funds, opportunity funds, hedge funds, insurance companies, REITs and other institutional investors, as well as individuals. Many competitors are significantly larger than we are, have well established operating histories and may have greater access to capital, more resources and other advantages over us. These competitors may be willing to accept lower returns on their investments or to compromise underwriting standards and, as a result, our origination volume and profit margins could be adversely affected.

Our Manager

We are externally managed and advised by our Manager and benefit from the personnel, relationships and experience of our Manager’s executive team and other personnel of Starwood Capital Group. Pursuant to the terms of a management agreement between our Manager and us, our Manager provides us with our management team and appropriate support personnel. Pursuant to an investment advisory agreement between our Manager and Starwood Capital Group Management, LLC, our Manager has access to the personnel and resources of Starwood Capital Group necessary for the implementation and execution of our business strategy.

Our Manager is an affiliate of Starwood Capital Group, a privately-held private equity firm founded and controlled by Mr. Sternlicht. Starwood Capital Group has invested in all major real estate asset classes, directly and indirectly, through operating companies, portfolios of properties and single assets. Starwood Capital Group invests at different levels of the capital structure, including equity, preferred equity, mezzanine debt and senior debt, depending on the asset risk profile and return expectation.

Our Manager draws upon the experience and expertise of Starwood Capital Group’s team of professionals and support personnel operating in 19 cities across ten countries. Our Manager also benefits from Starwood Capital Group’s dedicated asset management group operating in offices located in the U.S. and abroad. We also benefit from Starwood Capital Group’s portfolio management, finance and administration functions, which address legal, compliance, investor relations and operational matters, asset valuation, risk management and information technologies in connection with the performance of our Manager’s duties.

Human Capital Resources

As of December 31, 2025, the operating subsidiaries of the Company had 324 full-time employees, the majority of which are real estate professionals located throughout the U.S. The Company strives to be an employer of choice, and is therefore highly focused on creating and maintaining best in class recruitment, retention and compensation programs and a culture designed to encourage performance, integrity and well-being. The Company believes that its competitive compensation, outstanding benefits, training opportunities and stimulating work environment help attract and retain people with exceptional financial and real estate skills.

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Taxation of the Company

We have elected to be taxed as a REIT under the Code for federal income tax purposes. We generally must distribute annually at least 90% of our taxable income, subject to certain adjustments and excluding any net capital gain, in order for federal corporate income tax not to apply to our earnings that we distribute. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws. Our qualification as a REIT also depends on our ability to meet various other requirements imposed by the Code, which relate to organizational structure, diversity of stock ownership and certain restrictions with regard to owned assets and categories of income. If we qualify for taxation as a REIT, we will generally not be subject to U.S. federal corporate income tax on our taxable income that is currently distributed to stockholders.

Even if we qualify as a REIT, we may be subject to certain federal excise taxes and state and local taxes on our income and property. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and will not be able to qualify as a REIT for four subsequent taxable years.

We utilize taxable REIT subsidiaries (“TRSs”) to conduct certain activities that would generate non-qualifying income or income subject to the prohibited transaction tax if earned directly by the REIT, and to hold certain assets that would represent non-qualifying assets if held directly by the REIT. In most cases, income associated with a TRS is fully taxable because a TRS is classified as a regular corporation for income tax purposes.

See Item 1A—“Risk Factors—Risks Related to Our Taxation as a REIT” for additional tax status information.

Leverage Policies

Refer to Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Leverage Policies.”

Available Information

Our website address is www.starwoodpropertytrust.com. We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports and other filings as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”), and also make available on our website the charters for the Audit, Compensation and Nominating and Corporate Governance Committees of our board of directors and our Code of Business Conduct and Ethics and Code of Ethics for Principal Executive Officer and Senior Financial Officers, as well as our corporate governance guidelines. Copies in print of these documents are available upon request to our Corporate Secretary at the address indicated on the cover of this report. The information on our website is not a part of, nor is it incorporated by reference into, this Form 10-K. Any material we file with or furnish to the SEC is also maintained on the SEC’s website (http://www.sec.gov).

We intend to post on our website any amendment to, or waiver of, a provision of our Code of Business Conduct and Ethics or Code of Ethics for Principal Executive Officer and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer or persons performing similar functions and that relates to any element of the code of ethics definition set forth in Item 406 of Regulation S-K of the Securities Act of 1933, as amended.

To communicate with our board of directors electronically, we have established an e-mail address, BoardofDirectors@stwdreit.com, to which stockholders may send correspondence to our board of directors or any such individual directors or group or committee of directors.

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