UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On July 16, 2025, Starwood Property Trust, Inc. (the “Company”) and its external manager, SPT Management, LLC (the “Manager”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Wells Fargo Securities, LLC (the “Underwriters”) relating to the issuance and sale of 25,500,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 3,825,000 shares of Common Stock. The Company expects to receive net proceeds from the offering of approximately $501.5 million (or approximately $576.9 million if the Underwriters’ option to purchase additional shares is exercised in full) after deducting its estimated expenses. The Company intends to use the net proceeds received from the offering to fund a portion of the purchase price for the Company's recently announced pending acquisition of Fundamental Income Properties, LLC. The Company may also use a portion of the net proceeds (or all of the net proceeds, in the unlikely event the acquisition does not close) to originate and purchase commercial mortgage loans and other target assets and investments, or for other general corporate purposes, including, but not limited to, the repayment of outstanding indebtedness under the Company's repurchase facilities. The offering closed on July 18, 2025.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated July 16, 2025, among the Company, the Manager and the Underwriters | |
| 5.1 | Opinion of Womble Bond Dickinson (US) LLP regarding the legality of the shares | |
| 23.1 | Consent of Womble Bond Dickinson (US) LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 18, 2025 | STARWOOD PROPERTY TRUST, INC. | |
| By: | /s/ Jeffrey F. DiModica | |
| Name: | Jeffrey F. DiModica | |
| Title: | President | |