STWD · 10-K filed 25 Feb 2026 · year to 31 Dec 2025

Starwood Property Trust

32 named things its latest annual report says its results depend on, each in the company's own words. 17 of them are also named by other companies we've read.

Read the filing on SEC.gov ↗

Partners and platforms

Starwood Capital Group

depends onnamed as a risk

We are dependent on Starwood Capital Group, including our Manager and their key personnel, who provide services to us through the management agreement, and we may not find a suitable replacement for our Manager and Starwood Capital Group if the management agreement is terminated, or for these key personnel if they leave Starwood Capital Group or otherwise become unavailable to us.Risk factors (Item 1A)

SPT Management, LLC

depends onnamed as a risk

Our Manager may terminate the management agreement annually upon 180 days prior notice.Risk factors (Item 1A)

Lotus Infrastructure Partners

depends onnamed as a risk

The success of the Infrastructure Lending Segment depends, in part, on our ability to leverage the capabilities of Lotus Infrastructure Partners and Starwood Oil and Gas.Risk factors (Item 1A)

Starwood Oil and Gas

depends onnamed as a risk

Neither Lotus Infrastructure Partners or Starwood Oil and Gas has an obligation to provide any services to us, and so our ability to access Lotus Infrastructure Partners’ and Starwood Oil and Gas’ existing capabilities is dependent on our ongoing relationship with our Manager and Starwood Capital Group.Risk factors (Item 1A)

Other companies

Convertible senior notes

$380.8 millionnamed as a risk

As of December 31, 2025, we had $380.8 million in principal amount of convertible senior notes outstanding.Risk factors (Item 1A)

Also named by AKAM, PAR

Office real estate

concentrated in · 18.1%named as a risk

We have been and may continue to be adversely affected by trends in the office sector.Risk factors (Item 1A)

Also named by FSUN

Medical Office Portfolio

88.1%named as a risk

We own, and may acquire additional, equity interests in properties relating to the healthcare industry, including the Medical Office Portfolio.Risk factors (Item 1A)

Fundamental Income Properties, LLC

approximately $2.2 billion

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.Business (Item 1)

Multifamily real estate

concentrated in · 39.3%

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:Business (Item 1)

Woodstar Fund

$1,727,499 thousand

See Notes 7 and 8 to the Consolidated Financial Statements for a description of the above-referenced Property Segment Portfolios and Woodstar Fund.Business (Item 1)

CMBS special servicing

earns fromnamed as a risk

In our Investing and Servicing Segment, we derive a substantial portion of our cash flows from the special servicing of pools of commercial mortgage loans.Risk factors (Item 1A)

Competitors

Starwood Private Real Estate Funds

competes withnamed as a risk

For example, from time to time, one or more private investment funds sponsored by Starwood Capital Group (collectively, “Starwood Private Real Estate Funds”) may be subject to exclusivity provisions that require all or a portion of investment opportunities related to real estate to be allocated to such Starwood Private Real Estate Funds rather than to us.Risk factors (Item 1A)

Places

United Kingdom

concentrated in · 9.3%

Also named by AGX, AJG, AMP, BAC, BF/B, BGC, BRO, C and 59 more

Europe

concentrated in · 11.1%

We invest in target assets secured primarily by U.S., European or Australian collateral.Business (Item 1)

Also named by ADSK, AME, AMRC, ATR, BCSF, BKNG, BMI, BMY and 60 more

Australia

concentrated in · 6.5%

We invest in target assets secured primarily by U.S., European or Australian collateral.Business (Item 1)

Also named by AJG, ARWR, AXP, BF/B, BTU, CL, CSGP, CVX and 15 more

Southeastern United States

concentrated in · 57.9%

As of December 31, 2025 and 2024, our Property Segment’s investment portfolio had the following geographic characteristics based on carrying values:Business (Item 1)

Also named by AGX, BWIN, IMKTA

Commodities and inputs

Power industry

concentrated in · 56.9%named as a risk

The investment portfolio of our Infrastructure Lending Segment is concentrated in the power industry and, to a lesser extent, the midstream oil and gas industry, which subjects the portfolio to more risks than if the investments were more diversified.Risk factors (Item 1A)

Midstream oil and gas

concentrated in · 27.5%named as a risk

In addition to investments focused in the power industry, our portfolio also contains a concentration of investments related to projects in the midstream oil and gas industry, which also subjects us to certain risks inherent in the midstream oil and gas industry.Risk factors (Item 1A)

SOFR

exposed to its price · $1,581,214

The table below summarizes the estimated annual change in net investment income for our variable rate investments and our variable rate debt assuming increases or decreases in SOFR or other applicable index rates and adjusted for the effects of our interest rate hedging activities (amounts in thousands).Market risk (Item 7A)

Also named by AAP, AIOT, APG, APH, ARES, AXON, BGC, BR and 82 more

Euro

exposed to its price · € 1,365,608

Substantially all of our net asset exposure to the GBP, EUR, AUD, CHF and SEK has been hedged with foreign currency forward contracts as of December 31, 2025, as indicated in the table above.Market risk (Item 7A)

Also named by ABBV, ABNB, ABT, ADBE, ADI, AME, AMG, AMGN and 186 more

British pound sterling

exposed to its price · £ 1,192,231

Also named by AMG, BGC, BKNG, CBRE, CTRE, FCFS, FDS, FIS and 31 more

Australian dollar

exposed to its price · A$ 1,651,036

Also named by ADBE, BEN, BF/B, BTU, CSGP, EEFT, EZPW, GPC and 13 more

Swedish krona

exposed to its price · kr 1,261,669

Also named by DOV, FIS, FSK, NDAQ, XYL

Oil and natural gas

exposed to its pricenamed as a risk

To the extent production from the underlying oil and gas wells is lower than forecasted, there is non-performance by (or a bankruptcy or insolvency of) the counterparty under a commodity contract, or the spot market price for the commodities decreases, the borrowers’ revenues, and ability to repay our loan, may be negatively affected.Risk factors (Item 1A)

Also named by APO, ARES, BX, FDUS, GAIN, HON, MMM, RF and 3 more

Regulators

Consumer Financial Protection Bureau (CFPB)

subject tonamed as a risk

Failure of residential loan originators or servicers to comply with these laws and regulations could subject us, as an assignee or purchaser of these loans (or as an investor in securities backed by these loans), to monetary penalties assessed by the CFPB through its administrative enforcement authority and by mortgagors through a private right of action against lenders or as a defense to foreclosure, including by recoupment or setoff of finance charges and fees collected, and could result in rescission of the affected residential loans, which could adversely impact our business and financial results.Risk factors (Item 1A)

Also named by ABNB, AFRM, ALLY, AN, AUB, AXP, BAC, CASH and 61 more

U.S. Department of Housing and Urban Development (HUD)

subject tonamed as a risk

In addition, we will typically need to obtain the approval of HUD in order to acquire or dispose of a significant interest in or manage a HUD-assisted property.Risk factors (Item 1A)

Also named by ABR, BLDR, DHI, ENSG, NLY, PATK

Laws and programs

Investment Company Act of 1940

subject to · 40% of the value of our adjusted total assetsnamed as a risk

Maintenance of our exemption from registration under the Investment Company Act imposes significant limits on our operations.Risk factors (Item 1A)

Also named by ABR, AMG, AMP, ARCC, ARES, BAM, BCSF, BEN and 28 more

Dodd-Frank Act

subject to · 5%named as a risk

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), various federal agencies have promulgated a rule that generally requires issuers in securitizations to retain 5% of the risk associated with the securities.Risk factors (Item 1A)

Also named by AFL, AN, BGC, CNX, CPAY, EPD, EQT, FITB and 14 more

REIT qualification (Internal Revenue Code)

subject to · at least 90% of our taxable incomenamed as a risk

If we do not qualify as a REIT or fail to remain qualified as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our stockholders.Risk factors (Item 1A)

Also named by ABR, AMT, CCI, DLR, ENSG, FPI, KIM, LAMR and 6 more

Unsecured senior notes covenants

not less than 120%named as a risk

Moreover, the respective indentures governing our unsecured senior notes contain covenants that, subject to a number of exceptions and adjustments, among other things, limit our ability to incur additional indebtedness and require that we maintain total unencumbered assets (as defined therein) of not less than 120% of the aggregate principal amount of our outstanding unsecured indebtedness (as defined therein).Risk factors (Item 1A)

Ability-to-Repay Rules (Truth-in-Lending Act)

subject tonamed as a risk

Non-QMs are among the loan products that we may acquire that do not constitute qualified mortgages and, accordingly, do not have the benefit of either a safe harbor from liability under the ATR Rules or a rebuttable presumption of compliance with the ATR Rules.Risk factors (Item 1A)

SPT Dolphin tax protection agreement

named as a risk

This tax protection agreement, and any additional tax protection agreements that a subsidiary of ours may enter into in the future, will limit our flexibility to sell or otherwise dispose of, or to reduce the amount of indebtedness encumbering, the relevant properties even if it would otherwise be economically advantageous to us to do so.Risk factors (Item 1A)