Secured Borrowings

3 Months Ended

Mar. 31, 2025

Secured Debt [Abstract]

Secured Borrowings

Secured Borrowings

Secured Financing Agreements

The following table is a summary of our secured financing agreements in place as of March 31, 2025 and December 31, 2024 (dollars in thousands):

													Outstanding Balance at
	Current Maturity		Extended Maturity (a)		Weighted Average Coupon		Pledged Asset Carrying Value			Maximum Facility Size			March 31, 2025			December 31, 2024
Repurchase Agreements:
Commercial Loans	Jun 2025 to Nov 2029	(b)	Oct 2025 to Dec 2033	(b)	Index + 2.09%	(c)	$	9,978,479		$	11,265,459	(d)	$	6,135,951		$	5,137,103
Residential Loans	Oct 2025 to Feb 2027		Mar 2026 to Feb 2028		SOFR + 1.73%		2,371,209			3,450,000			2,124,368			2,126,692
Infrastructure Loans	Sep 2027		Sep 2029		Index + 2.18%		486,388			650,000			371,480			264,432
Conduit Loans	Dec 2025 to Jun 2027		Feb 2026 to Jun 2028		SOFR + 2.18%		57,664			375,000			44,979			87,061
CMBS/RMBS	Sep 2025 to Apr 2032	(e)	Dec 2025 to Oct 2032	(e)	(f)		1,365,828			981,253			699,290		(g)	721,097
Total Repurchase Agreements							14,259,568			16,721,712			9,376,068			8,336,385
Other Secured Financing:
Borrowing Base Facility	Oct 2027		Oct 2029		SOFR + 2.10%		16,800			750,000		(h)	1,000			2,000
Commercial Financing Facilities	Jan 2026 to Aug 2028		Jan 2027 to Dec 2033		Index + 1.99%		519,077			739,907		(i)	359,476			330,081
Infrastructure Financing Facilities	Jul 2025 to Aug 2028		Oct 2027 to Jul 2032		SOFR + 2.02%		812,409			1,425,000			593,902			499,242
Property Mortgages - Variable rate	Sep 2025 to May 2026		N/A		SOFR + 2.56%		652,387			597,941			595,555			595,645
Property Mortgages - Fixed rate	Dec 2025 to Jun 2026		N/A		4.51%		23,465			20,154			20,154			20,209
Term Loans and Revolver	Nov 2027 to Jan 2030		N/A		SOFR + 2.25%		N/A		(j)	1,783,803			1,583,803			1,452,567
Total Other Secured Financing							2,024,138			5,316,805			3,153,890			2,899,744
							$	16,283,706		$	22,038,517		12,529,958			11,236,129
Unamortized net discount													(20,134)			(19,338)
Unamortized deferred financing costs													(71,386)			(65,234)
													$	12,438,438		$	11,151,557

______________________________________________________________________________________________________________________

(a)Subject to certain conditions as defined in the respective facility agreement.

(b)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.

(c)Certain facilities with an outstanding balance of $2.6 billion as of March 31, 2025 are indexed to EURIBOR, BBSY, SARON and SONIA. The remainder are indexed to SOFR.

(d)Certain facilities with an aggregate initial maximum facility size of $10.9 billion may be increased to $11.3 billion, subject to certain conditions. The $11.3 billion amount includes such upsizes.

(e)Certain facilities with an outstanding balance of $322.2 million as of March 31, 2025 carry a rolling 12-month term which may reset quarterly with the lender’s consent. These facilities carry no maximum facility size.

(f)A facility with an outstanding balance of $322.4 million as of March 31, 2025 has a weighted average fixed annual interest rate of 3.94%. All other facilities are variable rate with a weighted average rate of SOFR + 2.02%.

(g)Includes: (i) $322.4 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $28.1 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 15).

(h)The maximum facility size as of March 31, 2025 of $410.0 million may be increased to $750.0 million, subject to certain conditions.

(i)Certain facilities with an aggregate initial maximum facility size of $639.9 million may be increased to $739.9 million, subject to certain conditions. The $739.9 million amount includes such upsizes.

(j)These facilities are secured by the equity interests in certain of our subsidiaries which totaled $5.8 billion as of March 31, 2025.

In the normal course of business, the Company is in discussions with its lenders to extend, amend or replace any financing facilities which contain near term expirations.

In January 2025, we amended our January 2030 term loan facility, increasing the facility size to $900.0 million, reducing the spread by 73 bps and extending the maturity date from July 2026 to January 2030. We also amended our existing revolving credit facility, increasing the facility by $50.0 million, to $200.0 million, and extending the maturity date from April 2026 to January 2030.

In March 2025, we amended a credit facility within the Infrastructure Lending Segment, increasing the facility size by $125.0 million and reducing the spread by 20 bps.

Our secured financing agreements contain certain financial tests and covenants. As of March 31, 2025, we were in compliance with all such covenants.

We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value. The margin call provisions under the majority of our repurchase facilities, consisting of 63% of these agreements, do not permit valuation adjustments based on capital market events and are limited to collateral-specific credit marks generally determined on a commercially reasonable basis. To monitor credit risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. For the 37% of repurchase agreements which do permit valuation adjustments based on capital market events, approximately 6% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of credit index instruments. We further seek to manage risks associated with our repurchase agreements by matching the maturities and interest rate characteristics of our loans with the related repurchase agreement.

For the three months ended March 31, 2025 and 2024, approximately $8.8 million and $9.6 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

As of March 31, 2025, Morgan Stanley Bank, N.A., Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. held collateral sold under certain of our repurchase agreements with carrying values that exceeded the respective repurchase obligations by $1.1 billion, $905.9 million and $649.4 million, respectively. The weighted average extended maturity of those repurchase agreements is 3.5 years, 8.4 years and 4.4 years, respectively.

Collateralized Loan Obligations and Single Asset Securitization

Commercial and Residential Lending Segment

In February 2022, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2022-FL3. On the closing date, the CLO issued $1.0 billion of notes and preferred shares, of which $842.5 million of notes were purchased by third party investors. We retained $82.5 million of notes along with preferred shares with a liquidation preference of $75.0 million.

In July 2021, we contributed into a single asset securitization, STWD 2021-HTS, a previously originated $230.0 million first mortgage and mezzanine loan on a portfolio of 41 extended stay hotels with $210.1 million of third party financing.

In May 2021, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2021-FL2. On the closing date, the CLO issued $1.3 billion of notes and preferred shares, of which $1.1 billion of notes were purchased by third party investors. We retained $70.1 million of notes, along with preferred shares with a liquidation preference of $127.5 million.

In August 2019, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2019-FL1. On the closing date, the CLO issued $1.1 billion of notes and preferred shares, of which $936.4 million of notes were purchased by third party investors. We retained $86.6 million of notes, along with preferred shares with a liquidation preference of $77.0 million.

During the three months ended March 31, 2025, we repaid debt of STWD 2021-HTS, STWD 2022-FL3, STWD 2021-FL2 and STWD 2019-FL1 in the amount of $15.4 million, $7.3 million, $9.5 million and $0.1 million, respectively.

Infrastructure Lending Segment

In October 2024, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, Starwood 2024-SIF4. On the closing date, the CLO issued $600.0 million of notes, of which $496.2 million of notes were purchased by third

party investors and $103.8 million of subordinated notes were retained by us. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO for a period of three years. The CLO also contains a ramp-up feature that, for a certain period of time after closing date, allows us to utilize unused proceeds of the CLO to acquire additional collateral to complete the CLO portfolio. In connection therewith, we redeemed at par the third party financing for our STWD 2021-SIF1 CLO for $402.8 million and contributed certain loans previously held in that CLO to Starwood 2024-SIF4.

In May 2024, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, STWD 2024-SIF3. On the closing date, the CLO issued $400.0 million of notes, of which $330.0 million of notes were purchased by third party investors and $70.0 million of subordinated notes were retained by us. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO for a period of three years.

In January 2022, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, STWD 2021-SIF2. On the closing date, the CLO issued $500.0 million of notes and preferred shares, of which $410.0 million of notes were purchased by third party investors. We retained preferred shares with a liquidation preference of $90.0 million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO for a period of three years.

During the three months ended March 31, 2025, we utilized the reinvestment feature for Starwood 2024-SIF4, STWD 2024-SIF3 and STWD 2021-SIF2, contributing $127.9 million, $59.1 million and $24.1 million, respectively, of additional interests into the CLOs. During the three months ended March 31, 2025, the ramp-up feature was utilized for Starwood 2024-SIF4, acquiring $19.0 million of additional assets.

The following table is a summary of our CLOs and our SASB as of March 31, 2025 and December 31, 2024 (amounts in thousands):

March 31, 2025	Count	Face Amount		Carrying Value		Weighted Average Spread		Maturity
STWD 2022-FL3
Collateral assets	33	$	916,341	$	920,294	SOFR + 2.99%	(a)	December 2026	(b)
Financing	1	756,961		756,256		SOFR + 1.95%	(c)	November 2038	(d)
STWD 2021-HTS
Collateral assets	1	159,013		159,844		SOFR + 3.97%	(a)	April 2026	(b)
Financing	1	139,104		139,104		SOFR + 2.98%	(c)	April 2034	(d)
STWD 2021-FL2
Collateral assets	21	992,433		1,043,555		SOFR + 3.27%	(a)	December 2026	(b)
Financing	1	819,633		819,633		SOFR + 1.69%	(c)	April 2038	(d)
STWD 2019-FL1
Collateral assets	7	383,740		385,898		SOFR + 3.42%	(a)	September 2026	(b)
Financing	1	220,115		220,115		SOFR + 2.10%	(c)	July 2038	(d)
Starwood 2024-SIF4
Collateral assets	30	581,763		623,028		SOFR + 3.95%	(a)	December 2029	(b)
Financing	1	496,200		493,152		SOFR + 2.10%	(c)	October 2036	(d)
STWD 2024-SIF3
Collateral assets	30	395,865		408,778		SOFR + 3.98%	(a)	August 2029	(b)
Financing	1	330,000		327,737		SOFR + 2.41%	(c)	April 2036	(d)
STWD 2021-SIF2
Collateral assets	27	406,543		514,493		SOFR + 3.83%	(a)	August 2029	(b)
Financing	1	410,000		409,299		SOFR + 2.11%	(c)	January 2033	(d)
Total
Collateral assets		$	3,835,698	$	4,055,890
Financing		$	3,172,013	$	3,165,296

December 31, 2024	Count	Face Amount		Carrying Value		Weighted Average Spread		Maturity
STWD 2022-FL3
Collateral assets	35	$	921,139	$	927,656	SOFR + 3.32%	(a)	October 2026	(b)
Financing	1	764,223		762,992		SOFR + 1.94%	(c)	November 2038	(d)
STWD 2021-HTS
Collateral assets	1	174,417		175,338		SOFR + 4.01%	(a)	April 2026	(b)
Financing	1	154,508		154,508		SOFR + 2.81%	(c)	April 2034	(d)
STWD 2021-FL2
Collateral assets	22	1,047,685		1,053,503		SOFR + 3.64%	(a)	August 2026	(b)
Financing	1	829,137		829,137		SOFR + 1.68%	(c)	April 2038	(d)
STWD 2019-FL1
Collateral assets	7	383,853		385,712		SOFR + 3.50%	(a)	August 2026	(b)
Financing	1	220,228		220,228		SOFR + 2.10%	(c)	July 2038	(d)
Starwood 2024-SIF4
Collateral assets	33	558,707		609,072		SOFR + 3.95%	(a)	June 2029	(b)
Financing	1	496,200		492,936		SOFR + 2.10%	(c)	October 2036	(d)
STWD 2024-SIF3
Collateral assets	31	394,070		410,263		SOFR + 4.01%	(a)	April 2029	(b)
Financing	1	330,000		327,553		SOFR + 2.41%	(c)	April 2036	(d)
STWD 2021-SIF2
Collateral assets	30	500,898		515,425		SOFR + 3.79%	(a)	May 2029	(b)
Financing	1	410,000		409,072		SOFR + 2.11%	(c)	January 2033	(d)
Total
Collateral assets		$	3,980,769	$	4,076,969
Financing		$	3,204,296	$	3,196,426

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(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period and excludes loans for which interest income is not recognized.

(b)Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.

(c)Represents the weighted-average cost of financing, inclusive of deferred issuance costs.

(d)Repayments of the CLOs and SASB are tied to timing of the related collateral asset repayments. The term of the CLOs and SASB financing obligations represents the legal final maturity date.

We incurred $38.5 million of issuance costs in connection with the CLOs and SASB, which are amortized on an effective yield basis over the estimated life of the CLOs and SASB. For the three months ended March 31, 2025 and 2024, approximately $1.2 million and $2.0 million, respectively, of amortization of deferred financing costs was included in interest expense on our condensed consolidated statements of operations. As of March 31, 2025 and December 31, 2024, our unamortized issuance costs were $6.7 million and $7.9 million, respectively.

The CLOs and SASB are considered VIEs, for which we are deemed the primary beneficiary. We therefore consolidate the CLOs and SASB. Refer to Note 15 for further discussion.

Maturities

Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when we receive principal payments on, or sell, the investment collateral that we have pledged. The following table sets forth our principal repayments schedule for secured financings based on the earlier of (i) the extended contractual maturity of each credit facility or (ii) the extended contractual maturity of each of the investments that have been pledged as collateral under the respective credit facility (amounts in thousands):

	Repurchase Agreements		Other Secured Financing		CLOs and SASB (a)		Total
2025 (remainder of)	$	576,969	$	141,539	$	442,398	$	1,160,906
2026	2,654,842		47,531		1,213,782		3,916,155
2027	2,467,375		1,161,864		595,967		4,225,206
2028	2,645,024		146,998		205,960		2,997,982
2029	942,388		558,595		340,516		1,841,499
Thereafter	89,470		1,097,363		373,390		1,560,223
Total	$	9,376,068	$	3,153,890	$	3,172,013	$	15,701,971

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(a)For the CLOs, the above does not assume utilization of their reinvestment features. The SASB does not have a reinvestment feature.

Unsecured Senior Notes

The following table is a summary of our unsecured senior notes outstanding as of March 31, 2025 and December 31, 2024 (dollars in thousands):

	Coupon Rate	Swapped Rate (1)	Effective Rate (2)	Maturity Date	Remaining Period of Amortization	Carrying Value at
						March 31, 2025		December 31, 2024
2027 Convertible Notes	6.75%	N/A	7.38%	7/15/2027	2.3 years	380,750		380,750
2025 Senior Notes	4.75%	SOFR + 2.64%	5.04%	3/15/2025	N/A	—		250,000
2026 Senior Notes	3.63%	N/A	3.77%	7/15/2026	1.3 years	400,000		400,000
2027 Senior Notes	4.38%	SOFR + 2.95%	4.49%	1/15/2027	1.8 years	500,000		500,000
2029 Senior Notes	7.25%	SOFR + 3.25%	7.37%	4/1/2029	4.0 years	600,000		600,000
April 2030 Senior Notes	6.00%	SOFR + 2.70%	6.14%	4/15/2030	5.0 years	400,000		400,000
July 2030 Senior Notes	6.50%	SOFR + 2.55%	6.64%	7/1/2030	5.3 years	500,000		500,000
Total principal amount						2,780,750		3,030,750
Unamortized discount—Convertible Notes						(5,829)		(6,399)
Unamortized discount—Senior Notes						(9,728)		(10,501)
Unamortized deferred financing costs						(17,863)		(19,168)
Total carrying amount						$	2,747,330	$	2,994,682

______________________________________________________________________________________________________________________

(1)We entered into interest rate swaps on certain of our senior notes at closing to effectively convert them to floating rates.

(2)Effective rate reflects the coupon rate plus the effects of underwriter purchase discount.

Our unsecured senior notes contain certain financial tests and covenants. As of March 31, 2025, we were in compliance with all such covenants.

Senior Notes Due 2025

On December 4, 2017, we issued $500.0 million of 4.75% Senior Notes due 2025 (the “2025 Senior Notes”). On November 21, 2024, we redeemed $250.0 million of the 2025 Senior Notes and the remaining $250.0 million was repaid at maturity on March 15, 2025.

Convertible Notes

In July 2023, we issued $380.8 million of 6.75% Convertible Senior Notes due 2027 (the “2027 Convertible Notes”) for net proceeds of $371.2 million. The notes mature on July 15, 2027.

We recognized interest expense from our Convertible Notes of $7.0 million during both the three months ended March 31, 2025 and 2024.

The following table details the conversion attributes of our Convertible Notes outstanding as of March 31, 2025 (amounts in thousands, except rates):

	March 31, 2025
	Conversion	Conversion
	Rate (1)	Price (2)
2027 Convertible Notes	48.1783	$	20.76

(1)    The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of 2027

Convertible Notes converted, as adjusted in accordance with the indenture governing the 2027 Convertible Notes

(including the applicable supplemental indenture).

(2)    As of March 31, 2025, the market price of the Company's common stock was $19.77.

The if-converted value of the 2027 Convertible Notes was less than their principal amount by $18.1 million at March 31, 2025 as the closing market price of the Company’s common stock of $19.77 was less than the implicit conversion price of $20.76 per share. The if-converted value of the principal amount of the 2027 Convertible Notes was $362.7 million as of March 31, 2025. As of March 31, 2025, the net carrying amount and fair value of the 2027 Convertible Notes was $374.5 million and $387.7 million, respectively.

Upon conversion of the 2027 Convertible Notes, settlement may be made in common stock, cash, or a combination of both, at the option of the Company.

Conditions for Conversion

Prior to January 15, 2027, the 2027 Convertible Notes will be convertible only upon satisfaction of one or more of the following conditions: (1) the closing market price of the Company’s common stock is at least 110% of the conversion price of the 2027 Convertible Notes for at least 20 out of 30 trading days prior to the end of the preceding fiscal quarter, (2) the trading price of the 2027 Convertible Notes is less than 98% of the product of (i) the conversion rate and (ii) the closing price of the Company’s common stock during any five consecutive trading day period, (3) the Company issues certain equity instruments at less than the 10-day average closing market price of its common stock or the per-share value of certain distributions exceeds the market price of the Company’s common stock by more than 10% or (4) certain other specified corporate events (significant consolidation, sale, merger, share exchange, fundamental change, etc.) occur.

On or after January 15, 2027, holders of the 2027 Convertible Notes may convert each of their notes at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.