Starwood Property Trust Inc美股招股说明书(2025-07-17版)

25,500,000 Shares Starwood Property Trust, Inc. Common Stock We are offering 25,500,000 shares of our common stock. The underwriters have agreed to purchase our common stock from us at a price of $19.70 per share,which will result in approximately $502.4 million of total net proceeds to us before expenses. Theunderwriters may offer the shares of our common stock from time to time for sale in one or moretransactions on the New York Stock Exchange, in the over-the-counter market, through negotiatedtransactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailingmarket prices or at negotiated prices. See “Underwriting.” Our common stock is listed on the New York Stock Exchange under the trading symbol “STWD.” Thelast reported sale price of our common stock on the New York Stock Exchange on July 16, 2025 was $20.85per share. To assist us in maintaining our qualification as a real estate investment trust for U.S. federal income taxpurposes, subject to certain exceptions, no person may own more than 9.8% by value or number of shares,whichever is more restrictive, of our outstanding shares of common stock, or of our outstanding capitalstock. You should read the information under the section entitled “Description of Capital Stock —Restrictions on Ownership and Transfer” in the accompanying prospectus for a description of theserestrictions. Investing in our common stock involves certain risks. See “Risk Factors” beginning on pageS-8of thisprospectus supplement and in the reports we file with the Securities and Exchange Commission pursuant to theSecurities Exchange Act of 1934, incorporated by reference in this prospectus supplement and theaccompanying prospectus, to read about factors you should consider before making an investment in ourcommon stock. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectusis truthful or complete. Any representation to the contrary is a criminal offense. We have granted the underwriters an option to purchase up to 3,825,000 additional shares of ourcommon stock within 30days from the date of this prospectus supplement. The underwriters expect to deliver the shares to purchasers on or about July 18, 2025 through the book-entry facilities of The Depository Trust Company. BofA Securities Wells Fargo Securities July 16, 2025 You should rely only on the information contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus and any related free writing prospectus required to be filed with theSecurities and Exchange Commission, or the SEC. We have not, and the underwriters have not, authorizedanyone to provide you with different information. If anyone provides you with different or inconsistentinformation, you should not rely on it. We are not, and the underwriters are not, making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted. You should assume that the informationappearing in this prospectus supplement, the accompanying prospectus, any such free writing prospectus andthe documents incorporated by reference is accurate only as of their respective dates. Our business, financialcondition, results of operations, liquidity and prospects may have changed since those dates. TABLE OF CONTENTS PageProspectus SupplementAbout this Prospectus SupplementS-iiCautionary Statement Regarding Forward-Looking StatementsS-iiiSummaryS-1Risk FactorsS-8Use of ProceedsS-12Supplemental U.S. Federal Income Tax ConsiderationsS-13UnderwritingS-14ExpertsS-19Legal MattersS-19Where You Can Find More InformationS-19Incorporation of Certain Documents by ReferenceS-20 PageProspectusAbout 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 Distributions59Legal Matters62Experts62Where You Can Find More Information62Incorporation of Certain Documents by Reference63 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthis offering and also adds to or updates the information contained in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement and the accompanying prospectus.The second part is the accompanying prospectus, which provides more general information about ourcommon stock and other securities that do not pertain to this offering of common stock. To the extent thatthe information contained in this prospectus supplement conflicts with any information in the accompanyingprospectu