Starwood Property Trust Inc美股招股说明书(2025-05-12版)

Starwood Property Trust, Inc. Common Stock This prospectus supplement relates to resales from time to time of up to 11,863,701 of our shares of common stock, parvalue $0.01 per share (our “common stock”), by the selling stockholders identified in this prospectus supplement. See “SellingStockholders” in this prospectus supplement. These shares are shares of our common stock that we have issued or may issuefrom time to time to the selling stockholders upon redemption of an equal number of ClassA units of limited liability companyinterests (“Units”) in SPT Dolphin Intermediate LLC (“SPT Dolphin”) held by them. The Units were issued to the sellingstockholders in connection with the acquisition of a portfolio of properties, and this prospectus supplement is being filedpursuant to the terms of a registration rights agreement entered into between us and the selling stockholders in connection withsuch acquisition. The selling stockholders may (subject to the terms of the Amended and Restated Limited Liability CompanyAgreement of SPT Dolphin (the “LLC Agreement”)) cause SPT Dolphin (which is our indirect subsidiary) to redeem such Unitsfor cash or, in the sole discretion of SPT Dolphin’s managing member (which is our indirect, wholly-owned subsidiary), sharesof our common stock on a one-for-one basis, subject to certain anti-dilution adjustments. The selling stockholders may offer and sell the shares of our common stock covered by this prospectus supplement throughpublic or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiatedprices. This prospectus supplement does not necessarily mean that the selling stockholders will offer or sell any of the shares ofour common stock covered by this prospectus supplement. We cannot predict when or in what amounts the selling stockholdersmay sell any of the shares of our common stock covered by this prospectus supplement. We are not offering for sale any shares of our common stock in this prospectus supplement, and we will not receive anyproceeds from the sale of any shares of our common stock by the selling stockholders from time to time pursuant to thisprospectus supplement. Our common stock is listed on the New York Stock Exchange (the “NYSE”), under the trading symbol “STWD.” The lastreported sale price of our common stock on the NYSE on May8, 2025 was $19.04 per share. We impose certain restrictions on the ownership and transfer of shares of our common stock and our other capital stock.You should read the information under the section entitled “Description of Capital Stock — Restrictions on Ownership andTransfer” in the accompanying prospectus for a description of these restrictions. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-2of this prospectus supplement and inthe reports we file with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, asamended (the “Exchange Act”), incorporated by reference in this prospectus supplement and the accompanying prospectus, to readabout factors you should consider before making an investment in our common stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is May9, 2025. TABLE OF CONTENTS PageProspectus SupplementAbout this Prospectus SupplementS-iiCautionary Statement Regarding Forward-Looking StatementsS-iiiStarwood Property Trust, Inc.S-1Risk FactorsS-2Use of ProceedsS-3Selling StockholdersS-4Plan of DistributionS-7Legal MattersS-9ExpertsS-9Where You Can Find More InformationS-9Incorporation of Certain Documents by ReferenceS-9 Prospectus About this Prospectus1Starwood Property Trust, Inc.2Risk Factors3Cautionary Statement Regarding Forward-Looking Statements4Use of Proceeds5Description of Debt Securities6Description of Capital Stock22Description of Warrants28Certain Provisions of the Maryland General Corporation Law and Our Charter and Bylaws29U.S. Federal Income Tax Considerations34Selling Stockholders58Plan of Distribution59Legal Matters62Experts62Where You Can Find More Information62Incorporation of Certain Documents by Reference63 You should rely only on the information contained in or incorporated by reference into this prospectussupplement and the accompanying prospectus and any related free writing prospectus required to be filed withthe SEC. We have not, and the selling stockholders have not, authorized any other person to provide you withdifferent or additional information. If anyone provides you with different or additional information, you shouldnot rely on it. This prospectus supplement and the accompanying prospectus and any such free writingprospectus do not constitute an offer to sell, or a solicitation of a