POS EX 1 pos_ex_11_2025_10q_advis.htm POS EX POS EX

As filed with the Securities and Exchange Commission on November 13, 2025

Registration No. 333-262589

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 11

to

Form S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

Starwood Real Estate Income Trust, Inc.

(Exact Name of Registrant as Specified in Governing Instruments)

2340 Collins Avenue

Miami Beach, FL 33139

(305) 695-5500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Starwood REIT Advisors, L.L.C.

Barry S. Sternlicht

2340 Collins Avenue

Miami Beach, FL 33139

(305) 695-5500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Jason W. Goode

Lindsey L. G. Magaro

Alston & Bird LLP

1201 W. Peachtree Street NW

Atlanta, GA 30309

(404) 881-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Registration No. 333-262589

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

 

 

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

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 7(a)(2)(B) of the Securities Act.

 

 


 

EXPLANATORY NOTE

This Post-Effective Amendment No. 11 to the Registration Statement on Form S-11 (No. 333-262589) is filed pursuant to Rule 462(d) solely to add exhibits not previously filed with respect to such Registration Statement.

 

 


PART II

Information Not Required in the Prospectus

Item 36. Financial Statements and Exhibits.

2. Exhibits.

The following exhibits are filed as part of this registration statement:

 

 

 

Exhibit
Number

Description

 

 

10.1

Second Amended and Restated Advisory Agreement, dated November 12, 2025, by and among Starwood Real Estate Income Trust, Inc., Starwood REIT Operating Partnership, L.P. and Starwood REIT Advisors, L.L.C. (filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 12, 2025 and incorporated herein by reference)

 

 

 

24.1*

 

Power of Attorney

* Filed herewith.

 


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on November 13, 2025.

 

 

 

 

Starwood Real Estate Income Trust, Inc.

 

 

By:

/s/ Nora Creedon

 

Nora Creedon

 

 

Chief Executive Officer, President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-11 Registration Statement has been signed by the following persons in the following capacities on November 13, 2025.

 

 

 

 

 

Signature

 

 

                     Title

 

 

 

/s/ Nora Creedon

 

Chief Executive Officer, President and Director

(principal executive officer)

Nora Creedon

 

 

 

/s/ Joseph Nieto

 

Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer)

Joseph Nieto

 

 

 

*

 

Chairman of the Board

Barry S. Sternlicht

 

 

 

*

 

Director

Jonathan Pollack

 

 

 

*

 

Director

Andres Panza

 

 

 

*

 

Director

Austin Nowlin

 

 

 

*

 

Independent Director

Richard D. Bronson

 

 

 

*

 

Independent Director

David B. Henry

 

 

 

*

 

Independent Director

Robin Josephs

 

 

 

*

 

Independent Director

Peggy Lamb

 

 

 

*

 

Independent Director

Dale Anne Reiss

 

 

 

*

 

Independent Director

James E. Walker

 

 

 

 

*By:

/s/ Matthew S. Guttin

 

Matthew S. Guttin

 

Attorney-in-fact